Articles of Organization

ARTICLE I

The exact name of the corporation is: CBVA, Inc.

ARTICLE II

The purpose of the Corporation is to engage in the following activities:

(a) For the purposes of pleasure, recreations, and other non-profitable purposes as designated for social clubs within the meaning and guidelines of Section 501(c)(7) of the Internal Revenue Code of 1986.

(b) To promote and develop the sport of volleyball among the Gay, Lesbian, Bisexual, Transsexual, and Questioning (GLBTQ) community and those friendly to the GLBTQ community in and around metropolitan Cambridge and Boston.

(c) To host regular gatherings of the membership for organized volleyball play and/or volleyball clinics.

(d) To periodically host a GLBTQ volleyball tournament in or around metropolitan Cambridge and Boston, in order to foster increased competitive play and athleticism within the GLBTQ community.

(e) To provide, from time to time, social events for the membership and their guests to promote fellowship and to foster commingling of the members in order to enhance camaraderie and sportsmanship during organized volleyball play.

(f) To conduct such other activities and programs in furtherance of the foregoing purposes as may be carried out by a corporation organized under Massachusetts General Law (M.G.L.) Chapter 180 and described in section 501(c)(7) of the Internal Revenue Code.

The Corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property or net earnings of CBVA shall inure to the benefit of, or be distributed to, its officers, directors, members, or other private persons, except that CBVA shall be authorized and empowered to pay reasonable compensation for services rendered, materials provided, the rental of property, and such other expenses as are reasonably incurred in the operation of the Corporation to the aforementioned purpose(s).

ARTICLE III

CBVA will have members, and shall consist of two classes of membership, including:

(a) Annual Members, who shall have voting rights; and,

(b) Visiting Members, who do not regularly attend volleyball play, participating primarily in special events including but not limited to tournaments, and therefore shall have no voting rights in the Organization.

CBVA may consist of members from any part of the United States of America or any other nation, except as prohibited by law, if and as such membership furthers the purposes of the Organization as stated in Article II, including but not limited to the purposes of promoting and developing the sport of volleyball and fostering increased competitive play among the GLBTQ community of metropolitan Cambridge and Boston.

Qualifications of membership of both classes and rights thereof shall be as set forth in the CBVA By-Laws, except that the Corporation shall not discriminate against members or potential members or guests on the basis of sexual orientation, race, gender, creed, religion, or national origin.

ARTICLE IV

Section 1 - Leadership

The affairs of CBVA shall be managed by the duly elected Board of Directors and the Executive Officers as defined in the CBVA By-Laws.

Members of the Board of Directors shall be considered as “directors”, and Executive Officers shall be considered “officers” as set forth for Nonprofit Corporations by M.G.L. Chapter 180 and other applicable chapters of the Massachusetts General Laws (“M.G.L.”) All references herein to “director” or “officer” shall refer to a member of the Board of Directors or an Executive Officer respectively.

Further matters related to the Board of Directors and the Executive Officers including, but not limited to, elections thereof, tenure, and authority and/or limitations thereof shall be as set forth in the CBVA By-Laws.

Section 2 - Adoption of By-Laws of the Corporation

The initial directors of the Corporation as named in Article VII shall have the authority to make and adopt the By-Laws of the Corporation.

Hereafter, the By-Laws may be amended or repealed as provided by the CBVA By-Laws, or as provided by MGL C180 or future applicable section of the M.G.L., except that the procedures described by the CBVA By-Laws shall take precedence except as prohibited by law.

Section 3 - Duration

The period of duration of the Corporation is perpetual unless dissolved.

Section 4 - Dissolution

The Board of Directors may recommend the dissolution of CBVA at a duly called meeting by a simple majority vote of the Board of Directors, as elected according to procedures defined by the Corporation’s By-Laws.

Upon recommending dissolution, the Board of Directors shall develop Articles of Dissolution, and shall at a minimum include Articles which:

(a) would dissolve the Organization;

(b) recommend the effective date of the dissolution;

(c) recommend how assets shall be distributed, except that such terms shall be in accordance with Section 5 (“Distribution of Assets”) of this Article; and,

(d) define the time frame in which the assets of the Corporation shall be distributed.

In the event that the Board of Directors recommends the dissolution of the Corporation, an Emergency Membership Meeting shall be called in accordance with the procedures set forth in the Corporation’s By-Laws whereby the membership shall be requested to approve the dissolution.

The membership may amend each Article of Dissolution, as proposed by the Board of Directors, by a simple majority vote of the membership present at the meeting. The membership shall then vote to ratify the entire Articles of Dissolution by a two-thirds (2/3) majority of the membership present at the meeting. The Articles of Dissolution shall not be separable, and may only be approved in whole, as proposed by the Board of Directors and amended by the membership.

No absentee or proxy voting by the membership shall be allowed. The quorum of members for the membership meeting shall be as specified by the CBVA By-Laws. All other matters in regards to conducting the Emergency Membership Meeting shall be as set forth by the CBVA By-Laws.

If the quorum for the membership meeting is not met, the Board of Directors may elect to call for a new Emergency Membership Meeting, or may request that the Articles of Dissolution be approved by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located.

Upon approval by the membership, or as approved by order of a court of competent jurisdiction, the Corporation shall be dissolved effective as set forth by the Articles of Dissolution.

The Board of Directors and the Executive Officers shall retain all of the rights and responsibilities of their positions beyond the date of dissolution if and as required in order to execute the Articles of Dissolution, except as defined otherwise by the Articles of Dissolution or as prohibited by law, until such time as the Articles of Dissolution have been fully executed.

Section 5 - Distribution of Assets

Upon dissolution of the Corporation, assets shall be distributed as approved by the membership, or as approved by order of the Court of Competent Jurisdiction, in the Articles of Dissolution, for one or more exempt purposes within the meaning of section 501(c)(3) or 501(c)(7) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Should the Corporation be succeeded by a new organization formed by the Board of Directors, such new organization will have priority right to the assets of Corporation unless prohibited or otherwise deemed ineligible by law.

Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Section 6 - Amendments

These Articles shall be amendable hereafter, only as follows:

(a) The proposed amendment must be submitted in writing to the Clerk or the President.

(b) The proposed amendment must then be presented to the Board of Directors, and approved by a two-thirds (2/3) majority vote of the Board of Directors at a duly called meeting.

(c) The proposed amendment must then be presented to and voted on by the membership at a duly called meeting. The quorum of members for the membership meeting shall be as specified by the CBVA By-Laws. An affirmative vote of a simple majority of the quorum shall be necessary for the proposed amendment to carry.

Further matters pertaining to calling and conducting a meeting of the Board of Directors and of the membership, for the purposes of amending these Articles, shall be governed by the CBVA By-Laws and/or Policies and Procedures Manual, or otherwise as defined by M.G.L. Chapter 180 and other applicable chapters of the M.G.L.

Section 7 - Conflicts of Interest

Conflicts of interest of the Board of Directors, Executive Officers, and committee members of the Corporation shall be governed by the conflicts of interest policy, if any, as set forth in the By-Laws.

Section 8 - Indemnification

The Corporation shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he, his testator or intestate was an officer, director, employee, or other agent of the Corporation, against judgments, fines, amounts paid in settlement.

In the absence of fraud, no officer or director shall be personally liable to the Corporation or its members for monetary damages for any breach of fiduciary duty by such officer or director as an officer or director, notwithstanding any provision of law imposing such liabilities, except that, to the extent provided by applicable law, this provision shall not eliminate or limit the liability of an offer or director (i) for breach of the officer’s or director’s duty of loyalty to the Corporation; (ii) for acts of omissions not in good faith or which involve intentional misconduct or a known violation of law, or (iii) for any transaction from which the officer or director derived an improper personal benefit. No amendment or appeal of this provision shall deprive an officer or directory of the benefit hereof with respect to any act or omission occurring prior to such amendment or repeal.

Section 9 - Precedence

Except as otherwise provided here within, this document shall take precedence over all other documents of CBVA, Inc. including, but not limited to, the CBVA By-Laws and the Policies and Procedures Manual.

ARTICLE V

The By-Laws of the Corporation have been duly adopted and the initial directors, president, treasurer and clerk or other presiding, financial or recording officers, whose names are set out below, have been duly elected.

ARTICLE VI

The effective date of organization of the corporation shall be the date approved and filed by the Secretary of the Commonwealth.

ARTICLE VII

a. The street address of the principal office of the corporation in Massachusetts is:

CBVA, Inc. Legal Counsel
Address on File

b. The name, residential address and post office address of each director and officer of the corporation is as follows:

  NAME
RESIDENTIAL ADDRESS
President: Ryan Brady
On File
Vice-President: Elizabeth Ross
On File
Treasurer: Joe Gage
On File
Clerk: David Gillum
On File
 
Directors: Ryan Brady
On File
Adrian DeFante
On File
Alfred Forbes
On File
Joe Gage
On File
David Gillum
On File
Michael Gonyeau
On File
Robert Martinez
On File
Dan McCabe
On File
Luis Mejias
On File
Paul Ralifo
On File
Elizabeth Ross
On File
Chris Thomas
On File

c. The fiscal year of the corporation shall end on the last day of the month of:

May

d. The name and business address of the resident agent, if any, of the corporation is:

CBVA, Inc. Legal Counsel
Name and Address on File

I/We, the below signed incorporator(s), do hereby certify under the pains and penalties of perjury that I/we have not been convicted of any crimes relating to alcohol or gaming within the past ten years. I/We do hereby further certify that to the best of my/our knowledge the above-named officers have not been similarly convicted. If so convicted, explain.

IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I/we, whose signature(s) appear below as incorporator(s) and whose name(s) and business or residential address(es) are clearly typed or printed beneath each signature, do hereby associate with the intention of forming this corporation under the provisions of General Laws, Chapter 180 and do hereby sign these Articles of Organization as incorporator(s) this 25th day of January, 2009.

BOARD MEMBER
SIGNATURE
Ryan Brady
On File
Adrian DeFante
On File
Alfred Forbes
On File
Joe Gage
On File
David Gillum
On File
Michael Gonyeau
On File
Robert Martinez
On File
Dan McCabe
On File
Luis Mejias
On File
Paul Ralifo
On File
Elizabeth Ross
On File
Chris Thomas
On File