# 07. Organizational & Programmatic Charter ## Chew On This Basketball non profit Corporation **Corporate Charter Authority:** California Secretary of State Entity #B20260111648 **Statutory Purpose:** *"To provide young youth basketball skills. Also teach exercise programs morals and manners."* **Governance Standard:** California Nonprofit Public Benefit Corporation Law & IRC § 501(c)(3) **Adopted by:** The Founding Board of Directors | San Mateo County, California --- ### Executive Purpose of this Charter When institutional foundations, tech philanthropy officers, and angel investors request a **"Charter,"** they are seeking an enforceable covenant that guarantees how their donated capital will be governed, how student-athletes are protected and held accountable, and how the organization ensures that commercial facility earnings remain dedicated to public benefit. This Charter establishes three legally binding operational compacts: 1. **The Corporate Governance & Fiduciary Charter** (Board oversight, conflict of interest, and anti-inurement covenants). 2. **The Student-Athlete & Scholarship Covenant** (Eligibility, 100% free participation rules, and "No Study, No Run" academic standards). 3. **The "Morals, Manners & Character" Code of Conduct** (Behavioral expectations, sportsmanship, and disciplinary policies). --- ## Article I: Corporate Governance & Fiduciary Charter ### Section 1.01: The Fiduciary Mandate Chew On This Basketball non profit Corporation is organized and operated exclusively for charitable and educational purposes within the meaning of Internal Revenue Code Section 501(c)(3). All assets, property, and earnings of the corporation are irrevocably dedicated to these charitable purposes. ### Section 1.02: Board Independence & Oversight * **Composition:** The Board of Directors shall consist of not less than three (3) and not more than seven (7) voting members. A voting majority of the board shall be **Independent Directors** who receive no compensation, salary, or contractual remuneration from the organization. * **Executive Compensation Review:** Under Treasury Regulation § 53.4958-6, the Board shall annually review and vote upon executive compensation for the Executive Director, Director of Operations, and Athletic Director using independent Bay Area comparability data. No interested director may participate in deliberations regarding their own salary. * **Audit & Financial Transparency:** The Board shall mandate an annual independent CPA financial review and public inspection of IRS Form 990, California Form RRF-1, and audited financial statements. ### Section 1.03: Commercial Revenue Isolation Covenant * All commercial earnings derived from facility sub-leasing, adult corporate tech basketball leagues, and public morning pickleball shall first cover physical occupancy and overhead expenses. * **100% of net operating surplus** generated by commercial facility operations shall be dedicated to the Youth Scholarship and Travel Fund. No dividends, private equity distributions, or private enrichment shall ever occur. --- ## Article II: The Student-Athlete & Scholarship Covenant ### Section 2.01: The 100% Free Participation Guarantee Chew On This Basketball guarantees that **no youth athlete shall ever be charged registration dues, court fees, uniform costs, or travel expenses** to participate in the academy. The organization explicitly repudiates the exclusionary "pay-to-play" model of modern amateur basketball. ### Section 2.02: Scholarship Selection & Eligibility Standards Roster spots and travel team scholarships are awarded based on three transparent criteria: 1. **Athletic Dedication & Coachability:** Demonstrated work ethic, attendance, and commitment to team development. 2. **Academic Accountability:** Active participation in mandatory study hall and adherence to GPA minimums. 3. **Demonstrated Need:** Priority consideration given to youth from households eligible for federal free/reduced school lunch programs or residing in underrepresented Peninsula school districts. ### Section 2.03: The "No Study, No Run" Academic Standard Fulfilling the educational charter of the organization: * **Mandatory Study Hall:** Every student-athlete must complete a minimum of **90 minutes of structured academic study hall** prior to attending on-court team training. * **GPA Threshold:** Athletes must maintain a minimum cumulative grade point average of **2.75**. Athletes falling below this standard are placed on academic remediation with 1-on-1 tutoring assistance until compliance is restored. * **NCAA Eligibility Tracking:** High school participants receive formal academic transcript evaluations to ensure completion of NCAA Division I/II 16-core-course requirements. --- ## Article III: "Morals, Manners & Character" Code of Conduct ### Section 3.01: The Operational Definition of "Morals & Manners" Directly enforcing the founding charter clause (*"teach exercise programs morals and manners"*), the academy views athletic competition as a vehicle for producing responsible, resilient civic leaders: * **Manners on the Court:** Respectful communication with referees, opposing players, and bench staff. Zero tolerance for technical fouls resulting from dissent, profanity, or taunting. * **Manners in the Community:** Athletes are ambassadors for San Mateo County. Mandatory dress codes are enforced during tournament travel. Athletes are required to greet venue staff, clean their team bench area after every game, and express gratitude to event organizers. * **Civic Responsibility:** Every team roster must complete a minimum of **20 hours of local community service** per season (e.g., coastal cleanups, elder care visits, youth reading mentorship). ### Section 3.02: Disciplinary Process & Restorative Justice 1. **First Infraction (Minor):** Verbal counseling with the Athletic Director, suspension from on-court warmups, and mandatory service duty (court maintenance / gear inventory). 2. **Second Infraction (Behavioral/Academic):** Suspension from the upcoming weekend game or tournament roster. Reassignment to the Academic Study Center. 3. **Zero-Tolerance Violations (Bullying, Weapons, Controlled Substances, Violent Altercations):** Immediate suspension pending formal review by the Executive Director and Child Safety Officer. --- ## Article IV: Child Safety & Travel Chaperone Standards (California AB 506) ### Section 4.01: Live Scan Background Screening No adult (employee, contractor, or volunteer) may have direct contact with minor athletes without obtaining an active **California Department of Justice (DOJ) and FBI Live Scan criminal background clearance** linked to the organization's ORI registry. ### Section 4.02: The Strict "Rule of Two" * At no point shall any single adult be alone with a minor athlete in any private room, office, equipment cage, team vehicle, or hotel room. * All team travel requires a minimum of **two background-checked adults** (one coach and one cleared parent chaperone). ### Section 4.03: Direct Payment Travel Policy To safeguard funds and protect against IRS audit inquiries: * **Zero Cash Rule:** No raw cash or unitemized per-diem checks are distributed to athletes, parents, or coaches. * **Direct Vendor Payment:** All flights, team hotel blocks, rental passenger vans, and group team meals are paid directly by the organization via corporate accounts with itemized receipts. --- ### Certification & Adoption *This Charter was formally presented to and ratified by the Founding Board of Directors of Chew On This Basketball non profit Corporation on this _____ day of ________________, 2026.* ___________________________________________ **Jack Chew**, Founder & Athletic Director ___________________________________________ **Board of Directors**, Incorporator & Director of Operations ___________________________________________ **Board Secretary**, Chew On This Basketball non profit Corporation