Articles of Incorporation s4

ARTICLES OF INCORPORATION OF THE SOUTHERN REGION VOLLEYBALL ASSOCIATION

ARTICLE I

The name of this corporation shall be the Southern Region Volleyball Association.

ARTICLE II

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person.

ARTICLE III

A. This corporation is organized and operated exclusively for charitable purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code.

B. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted by: (1) A corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code; or (2) A corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

C. No substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign, including the publishing or distribution of statements, on behalf of any candidate for public office.

ARTICLE IV

The property of this corporation is irrevocably dedicated to charitable purposes and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. On liquidation or dissolution of the corporation, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to any organization dedicated to local, state, regional, national or international amateur volleyball competition, provided that any such organization shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code, as determined by the Board of Directors. ARTICLES OF INCORPORATION SOUTHERN REGION VOLLEYBALL ASSOCIATION (2)

ARTICLE V

The corporation shall be governed by a Board of Directors as outlined in its By-Laws. The names and addresses of the present (editor’s note: original) Board of Directors are as follows:

Kenneth Cain 1024 Saulter Road, Homewood AL 35209 Patrick Earles 1411 Woodmont Ave, Huntsville AL 35801 Bill Fulford 128 Bridlewood Dr, Gadsden AL 35901 Pat Ghastin Box 351-Memorial Coliseum, Auburn AL 36831 Jim White 4824 Bridgewater Rd, Birmingham AL 35294 Brenda Williams UAB Athletic Dept, Birmingham AL 35294 Brett Boston 10580 Plantation Bridge, Alpharetta GA 30201 Sid Feldman 148 Jarnagin Drive, Athens GA 30605 Mike Freeman 704 Courtney Drive, Columbus GA 31907 Larry Pittmon P.O. Box 1062, Snellville GA 30278 Jim Stewart 537 St. Charles Ave NE, Atlanta GA 30307 Terry Cantrell RT 1 Box 502, Sparta TN 38583 Kenneth Debelak 7201 Patten Lane, Nashville TN 37221 Joe Harmon 1070 N. Givens Rd, Chattanooga TN 37421 Mark Johnston 1424 Marconi Drive, Knoxville TN 37919 Earl Sharpe 996 Woodview Lane, Knoxville TN 37909

ARTICLE VI

The address of the initial registered office of the corporation is 128 Bridlewood Drive, Gadsden, Alabama, 35901. The name of its initial registered agent at such address is William G. Fulford.

ARTICLE VII

The name and address of the undersigned, acting as incorporator of the corporation is:

William G. Fulford 128 Bridlewood Drive Gadsden, Alabama 35901

Original Signed by William G. Fulford (Signed) BY-LAWS OF THE SOUTHERN REGION VOLLEYALL ASSOCIATION

ARTICLE I NAME

The name of the corporation shall be the Southern Region Volleyball Association.

ARTICLE II OFFICES

The principal office of the corporation in the State of Alabama shall be located in the city of Birmingham, county of Jefferson. The corporation may have such other offices, either within or without the State of Alabama, as the Board of Directors may designate or as the business of the corporation may require.

ARTICLE III PURPOSE

A. The purpose for which this corporation is organized is to foster regional, national and international amateur volleyball competition. In furtherance of this main purpose, the corporation shall:

1. Foster and conduct local, state, regional and national amateur volleyball competition;

2. Act as the representative of the United States Volleyball Association within the geographical area designated as the Southern Region and generally operate to promote volleyball in the United States of America;

3. Promote widespread interest in the sport of volleyball; increase the number of participants in the sport; and develop skillful playing and officiating of the game;

4. Conduct tournaments, training programs, camps, officiating clinics and exhibits as well as other volleyball programs related to the primary purpose of the organization;

5. Assist other organizations in developing modern volleyball programs.

B. In order to carry out its purposes, the corporation shall have the power to receive and hold money or other property for any of the purposes of the corporation. The corporation shall have the power to borrow money and to mortgage or pledge real or personal property as security therefore, to use, borrow, or expend the funds and property of the corporation and do all things necessary or convenient to carry out the powers expressly granted.

C. No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, directors, officers or other persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these By-Laws. D. No substantial part of the activities of the corporation shall be the carrying on of any propaganda, or otherwise attempting to the influence legislation, and the corporation shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of any candidate for public office.

E. Notwithstanding any other provision of these articles, the corporation will not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

ARTICLE IV DEDICATION OF ASSETS

On liquidation or dissolution of the corporation, all properties and assets remaining after payment, or provision for payment, of all debts and liabilities of the corporation shall be distributed to any organization dedicated to local, state, regional, national or international amateur volleyball competition, provided that any such organization shall at the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the Internal Revenue Code, as determined by the Board of Directors.

ARTICLE V MEMBERS OF THE BOARD OF DIRECTORS

SECTION 1. Membership on the Board of Directors shall be open to Regular USVBA members in good standing who are interested in furthering the purposes of this corporation. Members of the Board of Directors shall be elected by a majority vote of the existing Board of Directors.

SECTION 2. Any Director may be removed from the Board by a two-thirds (2/3) vote of the Directors present and voting at any meeting of the Board. The removal shall be without prejudice to the contract rights, if any, of the person so removed. Prior to any removal, the Director sought to be removed must be given reasonable prior notice of the impending action and a reasonable opportunity to speak on his own behalf before the Board of Directors.

ARTICLE VI BOARD OF DIRECTORS

SECTION 1. The Board of Directors, in furtherance of the purpose of this corporation, may perform such acts as are necessary or convenient to exercise the powers of this non-profit corporation and generally may do or perform, or cause to be done or performed, any act which the corporation lawfully may do or perform in the furtherance of its specific and primary purposes.

SECTION 2. It shall be the policy of this corporation to budget and disburse each year substantially all of its ordinary net income in the furtherance of its specific purposes. It also shall be the policy that this corporation shall not engage in any of the following transactions:

(A) Lending any part of its income or principal or making available any of its services on a preferential basis to donors, members of donor’s families, or to corporations controlled by donors or members of donor’s families. (B) Making any substantial purchases of securities or other property from donors, members of donor’s families, or corporations controlled by donors or members of donor’s families. - 2 - (C) Selling any substantial part of the property of this corporation or engaging in any transaction which results in substantial diversion of the income or corpus of this corporation to donors, members of donor’s families, or corporations controlled by donors or members of donor’s families.

SECTION 3. The business, property and affairs of this corporation shall be managed by a Board of Directors composed of not less than twelve (12) nor more than twenty-seven (27) members. Two player representatives shall be members of the Board of Directors. Player representatives may be residents of any state within the region. A Board member must have reached the age of majority in his/her state of residence to be nominated and elected to the Board of Directors.

SECTION 4. The Board of Directors shall determine the election procedures for the SRVA Board.

SECTION 5. Directors shall be elected to serve three (3) year terms or until such time as their successors are duly elected and qualified. Directors may be elected to successive terms.

SECTION 6. The Chairperson of all standing or special committees shall be appointed by the President (Commissioner) of this corporation from the members of the Board of Directors or from the general membership of the corporation.

SECTION 7. Each Director shall be entitled to one (1) vote. No cumulative voting shall be permitted. Voting may be by oral or written ballot.

SECTION 8. A vacancy occurring on the Board of Directors shall be filled at a regular or special meeting of the Board of Directors by a majority vote of the Directors present. The new Director shall serve only the unexpired term of his predecessor.

SECTION 9. Individuals elected to serve the directorships created by any increase in the number of Directors may be elected at any regular or special meeting of the Board by a majority of directors present. The new Director shall serve until his successor is elected and qualified.

SECTION 10. Directors shall serve without compensation. No person who now is, or who later becomes, a Director of this corporation shall be personally liable to its creditors for any indebtedness or liability, and any and all creditors of the corporation shall look only to the assets of said corporation for payment.

ARTICLE VII OFFICERS

SECTION 1. The officers of the corporation shall be a President (Commissioner); Vice- President; and Secretary, and each shall be elected to serve for a three (3) year term by the Board of Directors. Each officer shall hold office until his successor has been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. - 3 - SECTION 2. Any officer or agent elected or appointed by the Board of Directors may be removed by a two-thirds (2/3) vote of the Board when, in its judgment, the best interests of the corporation would be served thereby.

SECTION 3. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 4. The President (Commissioner) shall be a Director of the corporation. He/she shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. He/she shall, when present, preside at all meetings of the Board of Directors. He/she may sign any deeds, mortgages, bonds, contracts or any other instruments which the Board has authorized to be executed. In general, he/she shall perform all duties incident to the office of President (Commissioner) and such other duties as may be prescribed by the Board of Directors.

SECTION 5. The Vice-President shall be a Director of the Corporation. In the absence of the President (Commissioner) or in the event of his death, inability or refusal to act, the Vice- President shall perform the duties of the President (Commissioner), and when so acting, shall have all the powers of and be subject to all the restrictions upon the President (Commissioner). The Vice-President shall perform such other duties as from time to time may be assigned by the President (Commissioner).

SECTION 6. The Secretary shall keep the minutes of the Directors meetings in books provided for that purpose; shall see that all notices are given as provided for in these By-Laws or as required by law; shall be custodian of the corporate records; and in general perform all duties incident to the office and such other duties as form time to time may be assigned by the President (Commissioner).

ARTICLE VIII ASSETS

SECTION 1. All bank checks drawn against the corporation’s accounts shall be signed by the President (Commissioner). The President (Commissioner) shall submit an annual operating budget and financial reports to the Board.

SECTION 2. Deeds, mortgages, leases and contracts may be signed by the President (Commissioner) and Secretary or by such other persons as the Board of Directors authorizes.

SECTION 3. No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.

SECTION 4. All funds of the corporation not otherwise employed shall be deposited in the corporation’s checking account. A savings account may be established with such banks or other depositories as the Board of Directors may select.

. - 4 - ARTICLE IX MEETINGS

SECTION 1. Regular meetings of the Board of Directors shall be held at such time as shall be fixed by the Board of Directors. Seven (7) days written notice shall be given. E-Mail notice shall also constitute written notice

SECTION 2. Special meetings of the Board of Directors may be called for any purpose at any time by the President (Commissioner). Notice may be given in writing at least seven (7) days before the meeting or by telephone at least four (4) days before the meeting. E-Mail notice shall also constitute written notice.

ARTICLE X ACTION WITHOUT MEETING

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting by email or written vote if at least a majority of the full board votes, abstentions included. In the absence of an emergency, as determine by the board, a seven day notice to vote shall be given.

ARTICLE XI CORPORATE SEAL

A corporate seal is not required for the corporation.

ARTICLE XII QUORUM

No less than one-third (1/3) of the members of the Board of Directors shall constitute a quorum for the transaction of business, provided, however, that at least five (5) Directors are present. No Director may vote by proxy. The act of a majority of the Directors present at any meeting in which a quorum is present shall be the act of the Board of Directors.

ARTICLE XIII WAIVER OF NOTICE

Whenever any notice is required to be given to any member or Director of the Corporation under the provisions of these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to such notice, or by telegram sent by them, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of such notice. E-Mail notice shall also constitute written notice.

ARTICLE XIV COMMITTEES

The President (Commissioner) shall have the authority to appoint such committees as deemed appropriate.

ARTICLE XV RULES OF PROCEDURE

In all cases not otherwise provided for by these By-Laws, this corporation shall be governed by Robert’s Rules of Procedure. - 5 - ARTICLE XVI DISCRIMINATION PROHIBITED

The Southern Region Volleyball Association shall not, nor shall anyone acting on behalf of the Association, discriminate against any person, or group of persons, on the basis of age, sex, race, creed, or nationality.

ARTICLE XVII AMENDMENTS

These By-Laws may be amended, altered, or repealed and new By-Laws may be adopted by a two-thirds (2/3) vote of the Directors present at any regular or special meeting. Notice of the proposed amendment must be submitted in writing or e-mail to the President (Commissioner) and Secretary at least ten (10) days prior to said meeting.

Updated through July 25, 2010 - 6 -