EXHIBIT 3.ii
UNITED STATES BASKETBALL LEAGUE, INC.
BY-LAWS
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U. S. B. L.
By-Laws
Article
I. Name and Principal Office
II. Purposes and Objects
III. Meetings of Shareholders
IV. Directors
V. Officers
VI. Commissioners Powers
VII. Certificates of Stock
VIII. Dividends
IX. Amendments
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ARTICLE I
NAME AND PRINCIPAL OFFICE
Section 1. This corporation's name is the United States Basketball League, Inc.
("USBL").
Section 2. The principal office of the USBL is located at 117 North Broad
Street, Milford, Connecticut 06460.
ARTICLE II
PURPOSES AND OBJECTS
Section 1. The purposes and objects of the USBL are:
(a) To operate a league of professional basketball clubs.
(b) To do everything and anything lawful and necessary, proper, suitable or
convenient for the purpose(s) stated above.
Section 2. The USBL is operated for profit.
ARTICLE III
MEETINGS OF SHAREHOLDERS
Section 1. ANNUAL MEETING. The annual meeting of shareholders shall be held on
the 10th day of January of each year. If the day so designated falls upon a
Sunday or a legal holiday, then the meeting shall be held upon the first
business day thereafter.
Section 2. QUORUM. The presence, in person or by proxy, of the holders of a
majority (HZ) percent of the outstanding stock entitled to vote on the subject
matter shall be necessary to constitute a quorum for the transaction of
business, but a lesser number may adjourn to some future rime not less than
Fourteen (14) nor more than twenty-one (21) days later, and the Secretary shall
thereupon give at least five (5) days notice by mail to each shareholder
entitled to vote who was absent from such meeting.
Section 3. SPECIAL MEETINGS. Special meetings of shareholders may be called at
any time by the President. The President shall call a special meeting of
shareholder. whenever so requested in writing by a majority of Directors or by
shareholders representing not less than twenty-five (25%) percent of the total
number of shares of the issued and outstanding capital stock entitled to vote at
said meeting. No business other than that specified in the call for the meeting
shall be transacted at any such special meeting of the shareholders.
Section 4. VOTING. At all meetings of the shareholders all questions, the manner
of deciding which is not specifically regulated by Delaware statutes, shall be
determined by a majority vote of the shareholders present in person of by proxy.
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Each shareholder present in person or by proxy, shall be entitled to cast one
vote for each share of stock owned or represented by him.
Section 5. NOTICE. Written notice of the time and place and general purposes of
all annual and special meetings shall be mailed or otherwise given as provided
by law by the Secretary to each shareholder not less than thirty (30) days prior
to the date thereof. Annual and special meetings of shareholders may be held at
such time and place within the State of Connecticut as the Directors shall
determine.
ARTICLE IV
DIRECTORS
Section 1. NUMBER. The affairs and business of this Corporation shall be managed
by a Board of Directors elected by the Shareholders at their annual meeting. The
number of directorships at any time shall be fixed by resolution, first, of the
incorporator, and thereafter of the shareholders.
Section 2. TERM OF OFFICE. The term of office of each of the Directors shall be
one year, and thereafter until his successor has been elected.
Section 3. DUTIES OF DIRECTORS. The Board of Directors shall have the control
and general management of the affairs and business of the corporation.
Section 4. DIRECTORS' MEETINGS. Regular meetings of the Hoard of Directors shall
be held immediately following the annual meeting of the shareholders, and at
such other times as the Board of Directors may determine. Special meetings of
the Board of Directors may be called by the President at any time, and shall be
called by the President upon the written request of three (3) Directors. Any and
all meetings may be held within or without of the State of Connecticut as the
Directors shall determine.
Section 5. QUORUM. At any meeting of the Board of Directors, a majority of the
Board shall constitute a quorum for the transaction of business; but in the
event of a quorum not being present, a lesser number may adjourn the meeting to
some future time, not more than fourteen (14) days later. The act of a majority
of the Directors present at a meeting at which there is a quorum shall be the
act of the Board of Directors.
Section 6. VOTING. At all meetings of the Board of Directors, each director is
to have one vote, irrespective of the number of shares of stock that he or she
may hold.
Section 7. VACANCIES. Vacancies in the Board occurring between annual meetings
shall be filled for the unexpired portion of the term by the concurring vote of
a majority of the remaining Directors.
Section 8. REMOVAL OF DIRECTORS. Any one or more of the Directors may be
removed, either with or without cause, at any time by a vote of the shareholders
holding sixty (602) percent of the stock, at any special meeting called for the
purpose.
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Section 9. NOTICE. Written notice of all regular and special meetings shall be
mailed to each director by the Secretary not less than seven (7) days prior to
the date fixed for such meeting.
Section 10. UNANIMOUS CONSENT. In lieu of any regular or special meeting and
vote of the Directors the unanimous written consent of all Directors may be
filed ~with the Secretary with respect to any action taken or to be taken by the
Directors, and said consents shall, when filed, have the same force and effect
as a unanimous vote of the Directors.
Section 11. All Directors of the USBL will be indemnified by the USBL against
expenses actually and necessarily incurred by them in connection with defense of
any action, suit or proceedings to which they are made a party, by reason of
their being or having been elected to serve as directors of the USBL and against
claims, losses, damages and judgments against them by reason of any act
performed by them in their capacity as directors, except for any act in which
they are adjudged liable for misconduct in the performance of their duties as a
director.
Section 12. A. The Board of Directors shall appoint a Commissioner of the
basketball league. The Commissioner's contract, if any, must be approved by two
thirds of the members of the Board of Directors at a duly constituted meeting
called for that purpose.
B. The Commissioner shall have a fixed term established by the Board of
Directors, at an annual salary to be determined by the Board of Directors.
C. If the Commissioner dies or is incapacitated during his term (as determined
by a majority of the Board of Directors), the Board of Directors shall appoint a
new Commissioner within ninety (90) days after the previous Commissioner's death
or determination of incapacity.
D. The Commissioner shall be vested with full authority to carry out the duties
delegated to him in these by-laws. When there is no Commissioner, the Board of
Directors may appoint an Acting Commissioner. The person designated as Acting
Commissioner by the Board of Directors shall have all of the Commissioner's
powers and duties.
ARTICLE V
OFFICERS
Section 1. NUMBER. The officers of this corporation shall be a President, a Vice
President. a Secretary and a Treasurer, and such other officers as are
designated by the Board of Directors.
Section 2. ELECTION. The Board of Directors, at its annual meeting held
immediately after the annual meeting of shareholders, shall elect from among
their number a President, a Vice president, a Secretary and a Treasurer and such
other officers as the Board of Directors may determine, all of whom shall serve
for the term of one
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year and until their successors are duly elected and qualified. No more than two
offices may be held by the same person.
Section 3. DUTIES OF OFFICERS. The duties and powers of the officers of the
corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the Board of Directors and
shareholders.
He shall present at each annual meeting of the shareholders and Directors a
report of the condition of the business of the corporation.
He shall cause to be called regular and special meetings of the shareholders and
Directors in accordance with these By-laws.
He shall appoint and remove, employ and discharge, and fix the compensation of
all servants, agents, employees and clerks of the corporation, subject to the
approval of the Board of Directors.
He shall sign and make all contracts and agreements in the name of the
corporation.
He shall see that the books, reports, statements and certificates required by
the statutes are properly kept, made and filed according to law.
He shall sign all certificates of stock.
He shall have general direction and management of the affairs of the
corporation.
He shall enforce these By-laws and perform all the duties incident to the office
of President.
VICE PRESIDENT
The Vice President shall have the responsibility of assisting the President in
carrying out his duties.
He shalt preside at all meetings of the Board of Directors and shareholders in
the absence of the President.
He shall perform all the duties of the President in the event of the incapacity
of the President.
He shall have specific responsibility, at the direction of the President, in the
following areas: personnel, accounting, finances, insurance, shareholder
relations, investments,
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franchising, player relationships, player contracts, media, promotional
arrangements, relationship with arena owners and insurance.
He shall issue reports at the request of the President or Board of Directors in
each area of his responsibility at Least one time per year.
SECRETARY
The Secretary shalt keep the minutes of the meetings of the Board of Directors
and of the shareholders in appropriate books.
He shall give and serve all notices of the corporation.
He shall be custodian of the records and of the seal, and affix the latter when
authorized and required.
He shall keep the stock and transfer books in the manner prescribed by law.
He shall sign all certificates of stock.
He shall present to the Hoard of Directors at their stated meetings all
communications addressed to him officially by the President or any officer or
shareholder of the corporation.
He shall attend to all correspondence and perform all the duties incident to the
officer of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for the
funds and securities of the corporation, and deposit all such funds in the name
of the corporation in such bank or banks, trust company or trust companies or
safe deposit vaults as the Board of Directors may designate.
In the absence of a resolution of the Directors to the contrary, he shall sign,
make and endorse in the name of the corporation, all checks, drafts, notes and
other evidences of debt.
He shall exhibit at all reasonable times his books and account. to any director
or stockholder of the corporation upon application at the office of the
corporation during business hours.
He shall render a statement of the condition of the finances of the corporation
at each regular meeting of the Board of Directors, and at such other times as
shall be required of him.
Re shall present a full financial report at the annual meeting at the
shareholders.
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He shall keep, at the office of the corporation, correct books of account of all
its business and transactions and such other books of account as the Board of
Directors may require.
He shall perform all duties incident to the office of Treasurer.
Section 4. VACANCIES, HOW FILLED. All vacancies in any office shall be filled by
the Board of Directors without undue delay, at its regular meeting, or at a
meeting specially called for that purpose.
Section 5. COMPENSATION OF OFFICERS. The officers shall receive such salary or
compensation as may be determined by the Board of Directors.
Section 6. REMOVAL OF OFFICERS. The Board of Directors may remove any officer,
by a two thirds vote, at any time, with or without cause.
ARTICLE VI
COMMISSIONER'S POWERS
Section 1. The Commissioner shall be the Chief Executive Officer of the
operation of the Corporation's basketball league. The Commissioner may perform
any act consistent with his obligation as Chief Executive Officer of such
league, so long as such act is not inconsistent with any agreement entered into
by the USBL, these By-laws and the rules and regulations of the league.
Section 2. The Commissioner is authorized to appoint committees.
Section 3. The Commissioner may recommend to the Board of Directors legal action
and other steps against any person or ocher organization, including a USBL club,
to protect the best interests of the USBL.
Section 4. The Commissioner shall have the power to hire such administrative and
support personnel for the USBL as the Commissioner deems necessary to assist the
Commissioner in the operation of the USBL, subject to the approval of the Board
of Directors.
Section 5. The Commissioner is authorized to adopt and promulgate rules and
regulations, subject to the approval of the Board of Directors, for the
basketball league, which may include, without limitation:
(a) rules and regulations governing the contractual relationship of clubs and
players, including the adoption of model player contracts.
(b) rules and regulations governing behavior, and the firing and suspension of
players, coaches and any persons associated with any USBL club;
(c) rules and regulations governing the scheduling of basketball contests;
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(d) rules and regulations governing the drafting of players by the various USBL
basketball clubs;
(e) rules and regulations governing the playing and officiating of USBL
basketball contests.
(f) rules and regulations governing the USBL All-Star Game and USBL playoff
games and the manner of determining participation in such basketball contests;
(g) rules and regulations governing the keeping of records and statistical
information of the USBL;
(h) rules and regulations governing USBL training camps;
(i) rules and regulations governing the assignment of player contracts and the
manner in which a player's contract can be transferred from one club to another
club;
(j) rules and regulations governing players' eligibility to participate for
individual USBL basketball clubs in the league;
(k) rules and regulation governing the take-over of USBL clubs who have failed
to adhere to their franchise agreements, these by-laws or the rules of the
basketball League;
(l) rules and regulations governing the ownership by any party of a USBL
franchise or interest in a USBL franchise;
(m) rules and regulations governing coaches, trainers and employees of all USBL
franchises;
(n) rules and regulations governing situations in which a USBL club ceases
operation, including a dispersal draft;
(o) rules and regulations governing adherence with league-wide contracts
negotiated by the Corporation;
(p) rules and regulations governing local promotional agreements;
(q) rules and regulations governing any other aspect of the USBL operation
necessary for the proper functioning of the basketball league.
ARTICLE VII
CERTIFICATES OF STOCK
Section 1. DESCRIPTION OF STOCK CERTIFICATES. The certificates of stock shall be
numbered and registered in the order in which they are issued. They shall be
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signed by the President and by the Secretary and sealed with the seal of the
corporation.
Section 2. TRANSFER OF STOCK. The stock of the corporation shall be assignable
and transferable on the books of the corporation only by the person in whose
name it appears on said books, or his legal representatives. In case of transfer
by attorney, the power of attorney, duly executed and acknowledged, shall be
deposited with the Secretary. In all cases of transfer, the former certificate
must be surrendered up and cancelled before a new certificate can be issued. No
transfer shall be made upon the books of the corporation within ten days next
preceding the annual meeting of the shareholders.
ARTICLE VIII
DIVIDENDS
Section 1. WHEN DECLARED. The Board of Directors shall by vote declare dividends
from the unsecured and unrestricted surplus of the corporation whenever, in
their Opinion, the condition of the corporation's affairs will render it
expedient for such dividends to be declared, pursuant to law. No dividend shall
be paid that will impair the capital of the corporation.
ARTICLE IX
AMENDMENTS
Section 1. HOW AMENDED. These By-laws may be amended by an affirmative vote of
the shareholders representing sixty (601) percent of the capital stock entitled
to vote, at an annual meeting or at a special meeting called for that purpose,
provided that written notice shall have been sent to each shareholder entitled
to receive such notice, which notice shalt state the amendments which are
proposed to be made in such By-laws. Only such changes as have been specified in
the notice shall be made, If, however, all the shareholders shall be present at
any regular or special meeting, these By-laws may be amended by a unanimous
vote, without any previous notice; and furthermore, these By-laws may be amended
by unanimous consent action of the shareholders as provided in these By-Laws.
