Section I.
The affairs of the corporation
shall be managed by a Board of Directors; sometimes referred to
herein as the Board. The Board shall be elected at each annual fall
meeting of the Corporation. Each member shall serve a one-year term.
The Board will consist of two groups: 1) the Executive Board, and 2)
the General Board. The Executive Board will have 12 members as
follows: President, Executive Vice President, a Vice President of
each operating league, Secretary, Treasurer, Player Agent, and
Concession Chairperson. The General Board will consist of at-large
members who do not hold any of the aforementioned executive offices.
The out-going President shall become a General Board member for a
one-year term.
Section II.
At least one month before each
annual fall meeting of the Corporation, the President of the
Corporation shall appoint a Nominating Committee of up to 5 members.
After it’s appointment, the Nominating Committee shall nominate
candidates for the election of the Board members. Candidates for the
Executive Board must be recorded one week prior to the annual fall
meeting. In the event that a position on the Executive Board is
vacant on the night of the annual meeting, nominations will be
accepted from the floor. Nominations for the General Board will be
accepted on the night of the annual fall meeting and are not subject
to the one-week prior notice requirement. The Nominating Committee,
prior to making such nominations, shall obtain the consent of each
nominee for his or her name to be placed in the nomination.
Section III.
The Board shall meet for
transaction of business at such time and places as it may designate
from time to time.
Section IV.
Special meetings of the Board
may be called by the President of the Corporation or by three
members of the Board for anytime and place provided reasonable
notice of such meetings shall be given to each member of the Board
before the time appointed for such meetings. Reasonable notice
is defined as contact or attempted contact at home or work.
Section V.
The Directors shall act only
as a Board, and individual Directors shall have no power as such.
A majority of the Directors for the time in office shall constitute
a quorum for the transaction of business, but a majority of those
present at the time and place of any regular or special meeting,
although less than a quorum, may adjourn same from time to time
without notice until a quorum can be at hand. The act of a
majority of Directors present at any meeting at which there is a
quorum shall be the act of the Board of Directors, except as may be
otherwise provided by law, or these By-Laws.
Section VI.
At all meetings of the Board
of Directors, the President, or in his absence Executive Vice
President or in the absence of both; a Vice President or Chairman
chosen by the Directors present, shall preside
Section VII.
The term of office any
Director or Officer may be terminated by his or her ceasing to be a
member of the Corporation, or by majority vote of the Board if
attendance or participation of that Officer or Director is found not
to be in support of the Association, i.e., missing two or more
consecutive meetings, and a total of three, without a valid
reason. Reason for absence should be given to the President or
Secretary.
Section VIII.
Whenever a vacancy in the
membership of the Board or in an Officers position shall occur, the
remaining members of the Board shall have the power by a majority
vote, to select a member or associate member of the Corporation to
serve the unexpired term of the vacancy.
Section IX.
The Board of Directors shall
have the power to employ, fix the compensation of and discharge all
employees of the corporation and to prescribe their duties, select
the depository or depositories for the funds of the Corporation,
provide for an annual audit or review by the Treasurer, President,
and two Board members selected by the Board of Directors, whichever
is deemed proper by the Board of Directors, and generally control
the affairs of the Corporation.
Section X.
The Board shall promulgate
rules and regulations governing participation in the activities of
and/or use of the facilities of the Corporation by the membership
and others, which rules and regulations shall be binding upon the
participants and users. The Board shall have the authority to
suspend, revoke, or terminate the privileges of any member or other
person authorized by such rules and regulations to participate in
such activities or to use such facilities.
Section XI.
The fiscal year for operation
of The Board of Directors shall end on December 31st of the current
year.
ARTICLE II- OFFICERS
Section I.
The membership shall annually
elect, during the month of September or October, at the designated
annual membership meeting, the following officers: a President,
Executive Vice President, a Vice President for each operating
league, a Secretary, a Treasurer, Player Agent, and a Concession
Chairperson. Said officers shall hold their respective offices
until their successors are elected and qualify.
Section II.
The Board of Directors shall
fill, as soon as practicable, after the same occur, all vacancies
occurring among the officers.
Section III.
No Person shall be eligible
for election as an officer of the Corporation or at-large General
Board Member unless he or she is an adult (18 years of age by the
date of the annual meeting).
Section IV.
The President shall preside at
all meetings of the Board of Directors and the membership, shall see
that all orders and resolutions of the Board of Directors are
carried out, execute all conveyances, notes, bonds, obligations,
contracts, and agreements authorized by the Board of Directors,
shall have general supervision over the affairs of the Corporation
as the Chief Executive Officer and generally shall perform all of
the duties which are customarily performed by the President of a
Corporation and such as he/she may be directed to perform by the
Board of Directors. In the absence of the President, the
Executive Vice President shall exercise all powers of the President.
The Executive Vice President shall also act as an assistant to the
President and perform such duties as they may be directed to perform
either by the President or by the Board of Directors.
Section V.
The Secretary shall keep
accurate minutes of all meetings of the membership and of the Board
of Directors. He or she shall have charge of all books,
records, and papers of the Corporation, except such as belong to the
Treasurer, shall attend to the correspondence of the Corporation,
maintain a permanent record of its membership and shall perform all
duties as the President and the Board of Directors may from time to
time prescribe. In the absence of the Secretary, a Secretary
pro-term may be appointed to perform his/her duties.
Section VI.
The Treasurer shall keep accurate books and records of the financial
condition and affairs of the Corporation and make reports thereof to
the Board of Directors or to such others as the Board of Directors
may direct. He/she shall have custody of the funds, securities, and
valuable papers of the Corporation, shall submit to the Board of
Directors a financial statement of the conditions of the Corporation
as to the last day of the preceding year, shall prepare or cause to
be prepared such tax returns as the Corporation may be required to
file and shall perform all other duties which are usually performed
by a Treasurer and such other duties as the Board of Directors may
from time to time direct.
Section VII
The Board of Directors may
combine any two offices and when so combined such officer shall
perform all duties heretofore prescribed for said offices.
Section VIII
In the absence of any officer, the Board of Directors may delegate
his/her powers to any Officer and may appoint an assistant to such
Officer who shall perform his/her duties in his/her absence.
Section IX
The President shall have the
authority to expend funds up to $500.00 on a petty cash basis.
Expenditures in the excess of the approved budget will require the
approval of the Board of Directors.
ARTICLE III- EXECUTIVE COMMITTEE
Section I.
An Executive Committee shall
be established to act on behalf of the Corporation in the conduct of
daily affairs of the Corporation. It shall not, however,
expend funds in excess of the approved budget, without approval by
the Board of Directors. The Committee shall be composed
of the President, Executive Vice President, Vice Presidents of each
operating league, Secretary, Treasurer, Player Agent, and Concession
Chairperson.
Section II
The Executive Committee will
study, generate, and present the annual budget to be approved by the
Board. The budget will be presented not later than ninety days
after the designated annual membership meeting.
Section III.
The Executive Committee shall
have the power to decide how many At-Large General Board Members
will serve; their minimum number being ten.
ARTICLE IV- MEMBERSHIPS
Section I.
The following shall be members
of the Corporation: elected officers, directors, managers, coaches,
parents and guardians, or other adults having legal custody of the
youth who participated in the activities of the Corporation in the
current year. Additional members must be nominated by a member of
the Board of Directors at a regular meeting with the majority
approval Directors present.
Section II.
A member shall have no vested
rights, interest, or privilege of, in or to the assets, functions,
affairs, or franchises of the Corporation, or any right, interest,
or privilege which may be transferable or inheritable, or which
shall continue after his or her membership ceases, or while he or
she is not in good standing.
Section III.
The Corporation shall not be
liable or responsible for the destruction or the loss of or damage
to the property of any member or the guest of any member, visitor,
or other person.
Section IV.
Memberships are not
transferable. No membership may be sold, assigned, or
transferred, voluntarily, or by will or by operation of law.
Section V.
Only full and regular members
as defined in Section I above shall have voting rights in the
Corporation.
Section VI.
A member shall cease to be
held in good standing when his or her continued support of the
activities of the Corporation ceases; when the member's conduct and
behavior are detrimental to the aims and purposes of the
Corporation; or when he or she fails to abide by the rules and
regulations of the Corporation. Final decisions to determine
good standing shall be made by the Board, a 2/3 majority concurring.
Any member whose good standing is questionable shall have the right
and privilege to appear before the Board in defense of the said good
standing.
ARTICLE V- MEETINGS
OF THE MEMBERS
Section I.
There shall be an annual
meeting of the full and regular members of the Corporation at such
time and place, as the Board of Directors shall designate during the
month of September or October of each year.
Section II.
A notice of any meetings of
the membership, stating the time and place thereof, shall be
published in the local newspaper at least two days prior to the
meeting. The notice need not state the purpose of the meeting.
Also, an attempt will be made to have it announced on the radio and
TV stations.
Section III.
Every full and regular member may cast one vote, in person, for each
issue or in each election voted upon by the membership.
Section IV.
At any meeting of the voting
membership, a quorum shall consist of a simple majority of those
members on record. If a quorum is not present at the time of
the designated annual meeting, said meeting shall be postponed seven
days, if contested, at which time those members present shall
constitute a quorum.
ARTICLE VI-
AMENDMENTS TO THE BY-LAWS
Section I.
These by-laws may be amended
by the affirmative vote of 2/3 of the Board of Directors.