Alaska Quakes Baseball Club: Bylaws

BYLAWS

of the

Alaska Quakes Baseball Club


ARTICLE I - Offices
Section 1  Principal Office. The principal office of the corporation in the State of Alaska shall be located at the location of the Presidents principal residence.  The mailing address of the corporation shall be Alaska Quakes Baseball Club, Inc., P.O. Box 221931, Anchorage, AK 99522-1931. The Corporation may have such other offices, either within or outside the State of Alaska, as the Executive Board may determine or as the affairs of the corporation may require from time to time.

Section 2  Registered Office. The corporation shall have and continuously maintain in the State of Alaska a registered office and a registered agent whose office is identical with such registered office, as required by the Alaska Nonprofit Corporation Act. The registered office may be, but need not be, identical with the principal office in the State of Alaska, and the address of the registered office may be changed from time to time by the Executive Board.


Article II - Members

Section 1  Membership, Classes of Members. The Executive Board may, from time to time, establish membership, the terms, classifications, and voting rights thereof. The ABQC recognizes Participant Members. Participant members are called Participants or Members interchangeably without regard to voting status. Participant Members participate in the events and activities of the Club but do not vote. The AQBC defines Participant Members in the following categories:

  • Players: belong to the roster of a team.

  • Parents: are any legal guardians of a player.

  • Volunteers: are individuals who are nominated by the President and approved by the Executive Board.
Section 2  Duties of Membership. The following duties are required of all AQBC members regardless of membership category:

  • Each Club member shall behave at all times in a manner that conforms to the ideals espoused by the Club in its Mission Statement, Code of Conduct or other Policies and Procedures promulgated by the Executive Board.

  • Members will observe event rules. It is the responsibility of each Club member to become informed about these rules.

  • All Players and Members assume all risk of accident and injury arising out of or in the course of any and all activities sponsored by the Club, its officers, sponsors, advertisers, members and teams. The AQBC shall not be liable for damages resulting from such accident or injury.
Section 2.1  Player Members

  • Are eligible to play in team events.

  • Are eligible to participate in all team practices.

  • Are eligible to wear AQBC uniforms

  • Are eligible to receive AQBC awards.

  • Are allowed to participate in approved fund raising activities.
Section 2.2  Parent Members

  • Are eligible to hold volunteer positions in the Club.

  • Are eligible to serve on committees.

  • Are eligible to participate in and observe Club events.
Section 2.3  Volunteer Members

  • May serve as a Manager, Coach or Scorekeeper.

  • May serve on committees.

  • Serve at the will of President.
Section 3 Voting Members. Unless otherwise provided by the Executive Board when a category of membership is established, only members of the Executive Board are voting members, and each voting member shall be entitled to one vote.  Cumulative voting is not allowed.
Article III - General Provisions

Section 1 Objectives. This corporation is organized as an amateur youth baseball club exclusively for charitable and educational purposes and to foster national or international amateur athletic competition within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 (as amended), including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such 501(c)(3).

Section 2 Dissolution Clause. Upon dissolution of the association, the Board of Trustees shall, after paying or making provisions for the payment of all the liabilities of the association, dispose of all the assets of the association exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Trustees shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.
Article IV - Meetings Of Members

Section 1  Annual Meeting. An annual meeting of the Members shall be held on the second Saturday in the month of September in each year, at a time and place to be noticed 30 days in advance, for the purpose of electing Officers (if the election of Officers shall not have been conducted by mail) and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday in the State of Alaska, such meeting shall be held on the next succeeding business day.

Section 2 Special Meetings. Special meetings of the Members may be called by the President, the Executive Board, or if there are Members other than the Executive Board, by not less than three of the Members having voting rights.

Section 3 Place of Meeting. The Executive Board may designate any place, either within or without the State of Alaska, as the place of meeting for any annual meeting or for any special meeting called by the Executive Board. If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the corporation in the State of Alaska. Members may participate in meetings telephonically.

Section 4 Notice of Meetings. Written notice stating the place, day and hour of any meeting of Members shall be delivered, either personally or by mail or email, to each Member entitled to vote at such meeting, within the time specified in the call of the meeting or, if no time is specified, then not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the officers or persons calling the meeting.  In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member at his address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5 Informal Action by Members. Any action required by law to be taken at a meeting of the Members, or any action which may be taken at a meeting of Members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Members entitled to vote with respect to the subject matter thereof.  Action may also be by mail or email vote of the Members.

Section 6 Quorum. If there are Members other than the Executive Board, the Members holding one-tenth of the votes which may be cast by the Members shall constitute a quorum. If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice. Once a quorum has been established, no departure of a Member or Members shall defeat the quorum, and Members remaining may conduct business in the continued presence of the quorum once established.

Section 7 No Proxies. No attendance or voting by proxy is allowed.

Section 8 Manner of Acting. A majority of the votes entitled to be cast on a matter to be voted upon by the Members present at a meeting at which a quorum is present or the vote of a majority of a quorum of Members, if voting is by mail or email, shall be necessary for the adoption of the matter unless a greater proportion is required by law or by these Bylaws.

Section 9 – Voting by Mail or email. A vote of the Members or an election of Directors by the Members may be conducted by mail or email in such manner, as the Executive Board shall determine.  Votes cast by facsimile will be considered properly mailed.

Article V - Executive Board

Section 1 General Powers. The affairs of the corporation shall be managed by its Executive Board, which shall be called its Executive Board.

Section 2 Number, Tenure, and Qualifications. The Executive Board of the Club shall consist of no less than three (3) and no more than (11) members including a non-voting President and voting members. The voting members are identified as: 1. Vice President 2. Treasurer 3. Secretary 4. Sergeant at Arms 5. Member(s) at Large Each Director shall hold office until they resign or are removed. No amendment of these Bylaws reducing the number of Directors shall reduce the terms of any incumbent Director. Directors may be removed at any meeting by a super majority vote of the seated Executive Board. Members at Large may be given working titles that describe their role within the Board provided the titles do not supersede the titles of President, Vice President, Treasurer, Secretary and Sergeant at Arms. Only members may sit on the Executive Board. Each member of the Executive Board must pass a criminal check.  Each member of the Executive Board must accept an Officers position. The Executive Board may, by resolution, establish qualifications for persons to serve as Directors.

Section 3 Regular Meetings. A regular annual meeting of the Executive Board shall be held without other notice than this Bylaw, immediately after, and at the same place as, the annual meeting of Members.  The Executive Board may provide by resolution the time and place, either within or outside the State of Alaska, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4 Special Meetings. Special meetings of the Executive Board may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Alaska, as the place for holding any special meeting of the Board called by them.

Section 5 Notice. Notice of any special meeting of the Executive Board shall be given at least two days previously thereto by written or email notice delivered personally or sent by mail email, facsimile or other electronic means to each Director at his/her address as shown by the records of the corporation.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with postage thereon prepaid.  Any Director may waive notice of any meeting.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 6 Quorum. A majority of the Executive Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. Once a quorum is established, the Board may continue to conduct business despite the withdrawal of a Director or Directors.

Section 7 Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Executive Board, unless the act of a greater number is required by law or by these Bylaws.

Section 8 Vacancies. Any vacancy occurring in the Executive Board and any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a super majority of the remaining Directors, though less than a quorum of the Executive Board.  A Director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.  No vacancy shall continue for longer than six months.

Section 9 Compensation. Directors shall not receive any salary or stipend for their services.

Section 10 Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 11 Rules. The rules contained in the most current edition of "Roberts Rules of Order" shall govern meetings of the Executive Board.

Article VI - Officers
Section 1 Officers. The Officers of the corporation shall be a President, a Vice President, a Secretary, a Treasurer, a Sergeant of Arms, Member at Large and such other officers as may be elected in accordance with the provisions of this Article.  The Executive Board may elect or appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Executive Board.  Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2 Election and Term of Office. The officers of the corporation shall be elected annually by the Executive Board at the regular annual meeting of the Executive Board.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  New offices may be created and filled at any meeting of the Executive Board.  Each officer shall hold office until his/her successor shall have been duly elected and qualified.

Section 3 Removal. Any officer elected or appointed by the Executive Board may be removed for no cause stated by the Executive Board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  Election or appointment of an officer or agent does not of itself create contract rights.

Section 4 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Executive Board for the unexpired portion of the term.

Section 5 President. The President 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; shall preside at all meetings of the Members and of the Executive Board; may sign, with the Secretary or any other proper officer of the corporation, contracts or other instruments which the Executive Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Board or by these Bylaws or by statute to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of President and such other duties as may be prescribed by the Executive Board from time to time.

Section 6 Vice President. In the absence of the President or in event of his/her inability or refusal to act, a Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  Any Vice President shall perform such other duties as from time to time may be assigned by the President or by the Executive Board.

Section 7 Secretary. The Secretary shall keep or cause to be kept the minutes of the meetings of the Members and of the Executive Board and committees having any of the authority of the Executive Board in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records of the corporation; keep a register of the name and address of each Member as furnished to the Secretary by such Member; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Executive Board.

Section 8 Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever; deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected by the Executive Board; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Executive Board.

Section 9 Assistant Secretary. The Assistant Secretary will provide each of the services normally required of the Secretary when the Secretary is unavailable.

Section 10 Sergeant at Arms. The Sergeant at Arms shall assist the President with running meetings; assist the Secretary with elections; assist the Treasurer with collection of fees; assist the Board or President with the removal of Players, Parents, Volunteers or Officers of the Club; lead standing or ad hoc committees of the Club; perform other such duties as may be assigned by the President.

Article VII - Team Organization and Management

Section 1 Creation of a Team. Any Volunteer Member of the Club, in good standing, may submit an application to the Executive Board to form a Team. Application will be consistent with a Board approved format. The Executive Board shall approve or disapprove the application.

  • Each Team must have a Manager, a Coach or Coaches, a Team Treasurer and a Team Secretary.

  • Teams must consist of players from a single age group.

  • The Executive Board may approve players to participate in an older age group only if a team in the players actual age group is not available. When a team is created in the players age group, the player shall be moved to that team before the selection of any other players.  The Executive Board may grant exception to this rule.

  • Teams must conduct an annual tryout for selection of players.

  • Selection of players must be based on an objective evaluation of players skills, ability to participate and recommendations from previous coaches.

  • Officers of the Club must be notified and invited to attend the tryout.

  • Officers of the Club must be notified and invited to attend team meetings.

  • In the event, more than one application is received for an age group in the same geographical area, the Executive Board may; deny the second application, place any obligations it deems in the best interest of the Club on one or both teams. For example; the Executive Board may decide that players for each team must be selected from certain geographical areas or that more highly skilled players form an A team while a B team is formed to be developmental to the A team. These matters are solely at the discretion of the seated Executive Board and may change from time to time.

  • Only three players may be chosen for a team from any one Little League. The Executive Board may grant exception to this rule.

  • Teams shall consist of between 11 and 13 players, determined by the team Manager.

  • Teams and individuals may not travel in the name of the AQBC without approval of the Executive Board.

  • Teams and individuals may not wear the uniforms of the Club without Approval of the Executive Board.
Section 2 Player Travel.

  • A manager or coach may not house team players other than his/her own.

  • Parents not traveling with their player must grant permission and power of attorney on forms found in the AQBC Policies to another adult traveling with the club.

  • Players in the 12U (12 and under) age group and younger may not be housed without direct adult supervision.
Section 3  Player Suspensions.

  • The President may at any time suspend a player for reasons including but not limited to; violation the Club Policies, Mission, Code-of-Conduct, any behavior unbecoming to the club, any criminal behavior such as stealing or vandalism, poor sportsmanship, fighting and displays of anger. No player may participate in any club events while suspended.

  • The Executive Board serves as a protest board for any players suspended. The Executive Board must either reinstate or expel a suspended player.

  • The Manager may not replace a suspended player until final resolution by the Executive Board.
Section 4 Team Dissolution. Upon dissolution of a team;

  • The Manager and Treasurer must turn over to the Club treasurer all unused finances and records of club finances.

  • Return any Club owned equipment or material.


Article VIII - Committees

Section 1 Committees of Board, Executive Committee. The Executive Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Executive Board in the management of the corporation.  No such committee shall have the authority of the Executive Board in reference to amending, altering or repealing the Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the corporation; amending the Articles of Incorporation; restating Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Executive Board which by its terms provides that it shall not be amended, altered or repealed by such committee.  The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Executive Board, or any individual Director, of any responsibility imposed upon the Board or any Director by law. Until the Executive Board shall otherwise by resolution determine, there is established the Executive Committee, composed of the persons holding office in the corporation, which Executive Committee shall have and may exercise the powers of the Executive Board between meetings of the Board as described in and limited by the preceding paragraph. The Executive Board shall, by resolution, establish the membership and duties of each standing committee except the Executive Committee.

Section 2 Other Committees. Other committees not having and exercising the authority of the Executive Board in the management of the corporation may be appointed in such manner as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present.  Except as otherwise provided in such resolution, the President of the corporation shall appoint the members thereof.  Any member thereof may be removed, without cause stated, by the person or persons authorized to appoint such member whenever, in the judgment of the appointing authority, the best interests of the corporation shall be served by such removal.

Section 3 Term of Office. Each member of a committee shall continue as such until the next annual meeting of the Executive Board and until his/her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 4 Chairperson. One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof.

Section 5 Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6 Quorum. Unless otherwise provided in the resolution of the Executive Board designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7 Rules. Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the Executive Board.

Article IX - Contracts, Finances, Deposits and Gifts

Section 1 Contracts. The Executive Board may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2 Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Executive Board. In the absence of such determination by the Executive Board, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the corporation.

Section 3 Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Executive Board may select.

Section 4 Gifts. The Executive Board may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.

Section 5 Lobbying and Political Campaign Activities. No part of the activities of this 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.

Section 6 No Private Inurement. No part of the net income or net assets of the corporation shall inure to the benefit of, or be distributable to, its directors, officers, members or other private persons. The corporation shall not pay compensation to any Executive Board member.

Section 7 Contributions. The AQBC may accept gifts, legacies, donations and/or contributions in any amount and any form, upon such terms and conditions as may be decided by the Executive Board or required in the corporation Policies and Procedures. Accepted donations must conform to the ideals of the club and shall not be accepted from any organization that in the opinion of the Executive Board compromises those ideals.

Section 8 Prohibited Transactions. The AQBC and any of its participating teams or members shall not accept Donations, sponsorships or enter into advertising agreements with;

  • Any entity whose primary business is to sell or promote the use of tobacco.

  • Any entity whose primary business is to sell or promote the use of alcohol.

  • Any entity whose primary business is to sell or promote the use of drugs.

  • Any entity whose purpose is to promote illegal or legally questionable activities.

  • Any entity whose purpose is to promote hate toward any race, religion, sex, etc.

  • Any entity with a sexually explicit or Adult theme.

  • Any entity whose primary business is gambling.
Lawful raffles are not considered gambling for the purpose of these prohibitions.

Section 9 Fundraising Activities. Fundraising funds are those funds raised by the individual efforts of members of a team. These include activities such as car washes, spaghetti feeds, raffles and coupon sales. Fundraising Funds may be received and used directly by individual teams within the Club.

Section 10 Compensation. The AQBC is an all-volunteer organization. No Director, Officer, Manager or Member may receive any Salary or Stipend for any services rendered to the Club.

Section 11 Reimbursements. Officers, Managers and Members of the AQBC may be reimbursed for expenses directly related to the operation of the corporation upon presentation of proper receipts subject to the ability of the AQBC to pay such allowances from current receipts

Section 12 Purchase of Equipment. The Executive Board must approve all purchases of equipment and that equipment shall be made available to the entire Club membership for use at Club sponsored events.
Article X - Books And Records

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Members, Executive Board and committees having any of the authority of the Executive Board, and shall keep at its registered or principal office a record giving the names and addresses of the Members entitled to vote.  All books and records of the corporation may be inspected by any Member, or his agent or attorney, for any proper purpose at any reasonable time.

Article XI - Fiscal Year

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.


Article XII - Indemnification

Section 1 Non-Derivative Actions. Subject to the provisions of Sections 3, 5 and 6 below, the corporation shall defend, indemnify and hold financially harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of or arising from the fact that the person is or was a director/Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director/Director, officer, employee, agent, partner or Director of another corporation, partnership, joint venture, trust or other enterprise, against costs and expenses (including attorney's fees) of said suit, action of proceeding, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with the action, suit or proceeding if
(i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, did not know and had no reasonable cause to believe the conduct was unlawful, or (ii) the person's act or omission giving rise to such action, suit or proceeding is ratified, adopted or confirmed by the corporation or the benefit thereof received by the corporation.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption, and settlement shall not constitute any evidence, that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to a criminal action or proceeding, did not know and had no reasonable cause to believe that the conduct was unlawful.

Section 2 Derivative Actions. Subject to the provisions of Sections 3, 5 and 6 below, the corporation shall defend, indemnify and hold financially harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of or arising from the fact that the person is or was a Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent, partner or Director of another corporation, partnership, joint venture, trust or other enterprise against costs and expenses (including attorney fees) actually and reasonably incurred in connection with the defense or settlement of such action or suit if
(i) the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, or (ii) the person's act or omission giving rise to such action or suit is ratified, adopted or confirmed by the corporation or the benefit thereof received by the corporation.
No indemnification shall be made in respect of any claim, issue or matter as to which such person as a Director shall have been adjudged to be liable for (a) a breach of a director/Director's duty of loyalty to the corporation; (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; or (c) a transaction from which a director/Director derives an improper personal benefit, unless, and only to the extent that, the court in which the action or suit was brought, shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for the expenses which the court considers proper.

Section 3 Denial of Right to Indemnification. Subject to the provisions of Sections 5 and 6 below, defense and indemnification under Sections 1 and 2 of this article automatically shall be made by the corporation unless it is expressly determined that defense and indemnification of the person is not proper under the circumstances because the person has not met the applicable standard of conduct set forth in Sections 1 or 2 of this Article.  The person shall be afforded a fair opportunity to be heard as to such determination.  Defense and indemnification payment may be made, in the case of any challenge to the propriety thereof, subject to repayment upon ultimate determination that indemnification is not proper.

Section 4 Determination. The determination described in Section 3 shall be made
(i) by the Executive Board by a majority vote of a quorum consisting of Directors who were not parties to the action or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion.
Section 5 Successful Defense. Notwithstanding any other provisions of Sections 1, 2, 3 or 4 of this Article, but subject to the provisions of Section 6 below, if a person is successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, the person shall be indemnified against costs and expenses (including attorney fees) actually and reasonably incurred in connection therewith.

Section 6 Condition Precedent to Indemnification. Any person who desires to receive defense and indemnification under this Article shall notify the corporation reasonably promptly that the person has been named a defendant to an action, suit or proceeding of a type referred to in Sections 1 or 2 and that the person intends to rely upon the right of indemnification described in this article.  The notice shall be in writing and mailed via registered or certified mail, return receipt requested, to the President of the corporation at the executive offices of the corporation or, in the event the notice is from the President, to the Secretary of the corporation.  Notice need not be given when the corporation is otherwise notified by being named a party to the action.

Section 7 Insurance. At the discretion of the Executive Board, the corporation may purchase and maintain insurance on behalf of any person who is or was a director/Director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, agent, partner or Director of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against or incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to defend and indemnify the person against such liability under the provisions of this Article.

Section 8 Former Officers, Directors, Etc. The indemnification provisions of this Article shall be extended to a person who has ceased to be a director/Director, officer, employee or agent as described above and shall inure to the benefit of the heirs, personal representatives, executors and administrators of such person.

Section 9 Purpose and Exclusivity. The defense and indemnification referred to in the various sections of this Article shall be deemed to be in addition to and not in lieu of any other rights to which those defended and indemnified may be entitled under any statute, rule of law or equity, agreement, vote of the Members or Executive Board, or otherwise. The purpose of this Article is to augment, pursuant to AS 10.06.490(f), the provisions of AS 10.20.011(14), and the other provisions of AS 10.06.490.

Section 10 Limitation of Liability. If set forth in the Articles of Incorporation, no director/Director of this corporation shall have any personal liability to the corporation for monetary damages for the breach of fiduciary duty as a director/Director except as provided in AS 10.20.151(d) and (e).

Section 11 Director Reliance. In acting for the corporation and unless the Director has knowledge concerning the matter in question that makes reliance unwarranted, Directors may rely upon information, opinions, reports or statements, including financial statements and data prepared by (1) officers, employees and agents of the corporation whom the Director believes to be reliable and competent in the matters presented, (2) counsel, public accountants or other persons as to matters that the Director reasonably believes to be within the person's professional or expert competence, and (3) committees of the Board as to matters within the authority of the committee which the Director believes to merit confidence.

Article XIII - Seal; Shares of Stock; Loans

Section 1 Seal. The corporation shall have no seal.

Section 2 Shares of Stock. The corporation may not have or issue shares of stock or pay dividends.

Section 3 Loans. The corporation may not make loans to its Officers or Directors.

Article XIV - Waiver Of Notice

Whenever any notice is required to be given under the provisions of the Alaska Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

Article XV - Amendments To Bylaws

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a super majority of the Directors present at any regular meeting or at any special meeting, if at least fourteen days' written notice is given of intention to alter, amend or repeal or to adopt new Bylaws at such meeting.

Article XVI - Definitions


  • AQBC is the Alaska Quakes Baseball Club, Inc. also referred to as the Club or the Corporation.

  • Super-Majority Vote is a vote of at least 2/3 of those eligible to vote.

  • Fee schedule is a schedule adopted by the Executive Board establishing cost for the various membership categories.

  • Event is a tournament, game, clinic or other activity in which the team participates. Generally, events require travel.

  • Background Check, also called a criminal check, is a level 2 criminal background performed the Alaska State Troopers.

  • Good Standing

  • The member is current if he or she has met all duties of membership.

  • When a member is neither suspended nor expelled from the club.


    • A member is Suspended when the President determines the member failed to meet the duties of membership.

    • A Suspended member can be expelled from the Club by vote of the Executive Board.

  • A Team affiliated with the Club is a group of Playing members designated to play in one or more Events.

  • The Manager of a Team is responsible for all communications with the Club and with the Events in which they plan to participate. The Manager of a Team is also responsible for all game-time decisions, including but not limited to; lineups, substitutions, and strategic decisions.

  • A Coach is an appointee of the Manager so designated to help run the affairs of the team including practices and games.