Attachment to FORM 1023

Part II, Line Item 1

SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION EIN: 26-2269320

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

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 EIN: 26-2269320

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

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 EIN: 26-2269320

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

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 EIN: 26-2269320

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
 Attachment to FORM 1023
Part V, Line Item 3a

SAN DIEGO COUNTY SOFTBALL UMPIRES ASSOCIATION EIN: 26-2269320

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

1. Sandra Diaz
2. Christopher Romero
3. John Paulette
4. John Paiva
5. Sal Herrera
6. Lonnie Hinkley
7. Gil Maudlin
8. Nicholas Procissi
9. 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 tax-
exempt 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.