Attachment To Form 1023part Ii

  • November 2019
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Attachment to FORM 1023 Part II, Line Item 1 SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION 610 West Ash Street, Suite 1503 San Diego, CA 92101

EIN: 26-2269320

Attached are the Certified Articles of Incorporation and a Certified Amendment to the Articles of Incorporation.

Attachment to FORM 1023 Part II, Line Item 5 SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION 610 West Ash Street, Suite 1503 San Diego, CA 92101

EIN: 26-2269320

The attached copy of the Bylaws of SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION is a true and correct copy that agrees with the original Bylaws.

Attachment to FORM 1023 Part IV SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION 610 West Ash Street, Suite 1503 San Diego, CA 92101

EIN: 26-2269320

Narrative Description of Activities The SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION was formed to provided training and education for softball umpires in San Diego County who in turn officiate games in various softball leagues throughout the County. The umpires are utilized by cities, corporations, disabled services, and other softball clubs, organizations and associations. Instruction, training and education is at the direction of the Board, and is conducted in the classroom, through an annual clinic and on-site officiating. The exempt purposes of the organization are achieved through instruction and education for the benefit of individuals as it relates to the self-development of each of the trained umpires and the public benefits as skilled and competent umpires are utilized throughout the community. The corporation is a non-member corporation, however, umpires pay a small annual “membership” fee to participate in the corporation’s education and training programs, which is the main source of funding for the organization. In addition, when an umpire officiates a game a portion of the fee he or she receives is set aside as a contribution to the corporation that is paid by the city, association or corporation.

Attachment to FORM 1023 Part V, Line Item 1a SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION 610 West Ash Street, Suite 1503 San Diego, CA 92101

Names and Addresses of Board of Directors John Grondona 11828 Clearwood Court San Diego, CA 92131 Sandra Diaz 3005 Thorn Street Apt. #5 San Diego, CA 92104 Christopher Romero 9289 Village Glen #123 San Diego, CA 92123 John Paulette 8190 Kato Street La Mesa, CA 91942 John Paiva 718 Hilltop Drive Chula Vista, CA 91910 Sal Herrera 1380 Via Lactea San Diego, CA 92129 Lonnie Hinkley 4275 Lochlomond St. San Diego, CA 92111 Gil Maudlin 3508 Rose St. San Diego, CA 92108 Nicholas Procissi 4079 Huerfano Ave., #207 San Diego, CA 92117

EIN: 26-2269320

Attachment to FORM 1023 Part V, Line Item 3a SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION 610 West Ash Street, Suite 1503 San Diego, CA 92101 1. 2. 3. 4. 5. 6. 7. 8. 9.

EIN: 26-2269320

Sandra Diaz Christopher Romero John Paulette John Paiva Sal Herrera Lonnie Hinkley Gil Maudlin Nicholas Procissi John Grondona

Duties and Qualifications of Directors All Directors serve as advisors to the organization, and their hours contributed are on an as-needed basis in their capacity as Directors. In addition, all Directors serve voluntarily and are not compensated for their services as Directors. The Directors each have experience in the field of softball and softball officiating, including knowledge of the rules of softball and the ability to effectively train others as it relates to improvement in officiating. The duties of the Directors are to assure the effective scheduling of all umpire assignments, update as necessary all league information and to communicate to all members, assure the resolving of league issues, evaluate and improve umpire performance, hold a yearly clinic for new officials and provide a path for experienced umpires, coordinate private tournaments for the organization. Duties and Qualifications of Officers All Officers serve as voluntarily and are not compensated for their services as Officers. Their hours contributed are on an as-needed basis in their capacity as Officers. The Officers each have experience in the field of softball and softball officiating, including knowledge of the rules of softball and the ability to effectively train others as it relates to improvement in officiating. The duties of the President, Secretary and Treasurer are more specifically set forth Article 10 of the Bylaws attached to this application.

Attachment to FORM 1023 Part V, Line Item 4 (a) - (g) SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION

EIN: 26-2269320

610 West Ash Street, Suite 1503 San Diego, CA 92101 Line 4(a): This organization has adopted a conflict of interest policy that controls the approval of salaries to directors, officers, and other “disqualified persons” as defined in the Bylaws attached to this application. Article 8, Section 3 Line 4(b): As set forth in the Bylaws, compensation arrangements must be approved in advance of paying compensation. Article 8, Section 4 Line 4(c): As set forth in the Bylaws, date and time of compensation arrangements and their approval will be documented. Article 8, Section 4, Paragraph B Line 4(d): As set forth in the Bylaws, the vote and who made such vote will on compensation arrangements will be documented. Article 8, Section 4, Paragraph B Line 4(e): As set forth in the Bylaws, the vote and who made such vote will on compensation arrangements will be documented. Article 8, Section 4, Paragraph B Line 4(f): As set forth in the Bylaws, the information and its source on which the decision is based will be documented. Article 8, Section 4, Paragraph B

Attachment to FORM 1023 Part V, Line Item 5a SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION

EIN: 26-2269320

610 West Ash Street, Suite 1503 San Diego, CA 92101 The text below is the Conflict of Interest Policy from the Bylaws of SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION and is a true and correct copy of such policy that agrees with the text in the original Bylaws. I hereby certify that the text below is a complete and accurate copy of the original.

____________________________________ NICHOLAS PROCISSI, Secretary

Section 3. Conflict of Interest. The purpose of the conflict of interest policy is to protect the corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of one of its officers or directors, or that might otherwise result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable California and federal laws governing conflict of interest applicable to nonprofit and charitable corporations and is not intended as an exclusive statement of responsibilities. A)

Definitions:

Unless otherwise defined, the terms used in this section have the following meanings: 1. “Interested Persons” - Any director, principal officer, or member of a committee with governing Board delegated powers, which has a direct or indirect financial interest, as defined below, is an interested person. 2. “Financial Interest” - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

(a) An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement; (b) A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has a transaction or arrangement; or (c) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate governing Board or committee decides that a conflict of interest exists. B) Procedures 1. Duty To Disclose In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors, who are considering the proposed transaction or arrangement. 2. Determining Whether A Conflict Of Interest Exists After disclosure of the financial interest and all material facts, and after any discussion with the interested person, the interested person shall leave the Board meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists. 3. Procedure For Addressing The Conflict Of Interest In the event that the Board determines that a proposed transaction or arrangement presents a conflict of interest, the Board shall take the following actions: (a) An interested person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

(b) The Chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (c) After exercising due diligence, the Board shall determine whether the Corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (d) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation’s best interest, for its own benefit, and whether it is fair and reasonable. It shall make its decision as to whether to enter into the transaction or arrangement in conformity with this determination. 4. Violations Of The Conflict Of Interest Policy If the Board has reasonable cause to believe an interested person has failed to disclose actual or possible conflicts of interest, it shall inform the interested person of the basis for such belief and afford the interested person an opportunity to explain the alleged failure to disclose. If, after hearing the interested person’s response and after making further investigation as warranted by the circumstances, the Board determines the interested person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action. 5. Records And Procedures: The minutes of the Board and shall contain: (a) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board’s decision as to whether a conflict of interest in fact existed. (b) The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

6. Annual Statements Each director, principal officer and member of a committee with Board-delegated powers shall annually sign a statement which affirms such person: (a) Has received a copy of the conflict of interest policy; (b) Has read and understands the policy; (c) Has agreed to comply with the policy; and (d) Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities, which accomplish one or more of its taxexempt purposes.

Attachment to FORM 1023 Part VI, Line Item 1a and 1b SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION

EIN: 26-2269320

610 West Ash Street, Suite 1503 San Diego, CA 92101 1a

Goods and Services Provided to Individuals

Services will be provided to individuals, both men and women, who desire to improve their softball officiating skills through education, training and instruction offered through officiating clinics, continuous on-site umpiring and classroom teaching. 1b

Goods and Services Provided to Organizations

Area softball leagues, associations and clubs, city softball leagues, corporate softball leagues will receive the services of trained, skilled umpires provided by the organization.

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