The name of this Association shall be the Johnston Girls Softball Association, hereinafter referred to as the “Association”.
Section 1. Membership. After the initial Board, the members of the Board of Directors shall be the President of the Corporation, the Vice-President, the Secretary, the Treasurer, and the five League Representatives from the leagues for ages 5-6, 7-8, 9-10, 11-12, and 13-16.
Section 2. Election of Directors. Each Director is elected for a one-year term, except the Officers of the Corporation, who serve two-year terms. At the annual meeting, the Board of Directors shall elect members of the Board of Directors to fill vacancies on the Board and to replace those members whose terms are expiring.
Section 3. Terms. The Board of Directors term shall commence on the first day of October following their election by the Board.
Section 4. Regular Meetings. The regular annual meeting of the Board of Directors shall be held each year in the month of September or at such other time and at a place established by the Board of Directors. The Board shall meet monthly, unless otherwise determined by the Board, at times and places determined by the Board. Members of the Board of Directors shall attend the Board meetings, and the Board may invite one member of the Board of Directors of the Johnston Little League organization. The meetings of the Board are open to the public unless the President requests the Board to meet in executive session.
Section 5. Special Meetings. Special meetings may be called by the President of the Corporation, or in the President’s absence, by the Vice-President, or by three or more Directors requesting the Secretary to call such meeting. The Secretary shall thereupon call such meeting.
Section 6. Notice. Notice of the scheduling of regular meetings and of any special meeting shall be given at least three days prior to such meeting. The notice shall be in writing and set forth the time, date, place, and agenda of the meeting; however, in the event of an emergency, such notice may be oral. Such notice may be by mail, facsimile, email or personal delivery. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed as appears on the records of the Corporation, with postage prepaid or when a facsimile successful transmission receipt is received or email has been opened. Any Director may waive notice of a meeting. The attendance of a Director at a meeting shall constitute 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. Any business may be transacted at any Directors’ meeting of which notice has been given, and at any meeting at which all Directors are present, whether or not notice or waiver thereof has been given.
Section 7. Voting, Quorum. A majority of the Directors in office shall constitute a quorum for the transaction of business. Each Director present shall be entitled to one vote. Voting by proxy shall not be permitted.
Section 8. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.
Section 9. Service Expectations. Each Director shall be expected to attend and participate actively in at least 75% of the meetings of the Board of Directors and of each committee which the Director may be appointed. Board members who fail to meet this expectation shall be considered to have resigned at the end of the current year.
Section 10. Removal. The Board of Directors may remove with or without cause any elected Director.
Section 11. Dispensing With Meetings. Whenever the vote of the Board of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of Directors may be dispensed with and the corporate action may be carried forward if each voting Director consents in writing to a written vote on the action without a meeting of Directors, and if a majority of the voting members of the Board files with the Secretary written consent to and approval of the corporation action being taken.
Section 1. Officers. The Officers of the Corporation shall include a President, a Vice-President, a Secretary, and a Treasurer. The Corporation may have one or more other Officers as may be appointed by the Board of Directors. The duties, powers, and authorities of such other Officers shall be provided in the Bylaws, or by resolution of the Board of Directors. The President, Vice-President, Secretary, and Treasurer shall be elected by and from the Board of Directors at the annual meeting for a term of two years or until their successors have been elected and have assumed their duties. After the initial Officers, the President and Secretary shall be elected in even years and the Vice-President and Treasurer shall be elected in odd years.
Section 2. President. The President shall be interested in all affairs of the Corporation and shall preside at all meetings of the Board of Directors. The President shall do and perform such other duties as are usually incident to the office or as from time to time may be assigned to the President by the Articles, these Bylaws, the Board of Directors or the Executive Committee.
The President shall be in charge of all Executive Committee and Board meetings and shall be an ex-officio member of each and every committee. The President shall determine if a quorum is present at Board meetings per Article II Sec. 7. The President shall be responsible for the administration of the Association, for negotiating all contracts (or shall appoint someone to act in his/her place), shall assure that the Association maintains good standing as an Iowa nonprofit corporation by maintaining a registered agent filing with the Iowa Secretary of State and by filing annual reports for the Corporation with that office, shall secure insurance for the Association, and shall have full power to perform all duties required for the efficient operation of the Association, save and except those duties given to specific individuals in the Bylaws.
Section 3. Vice-President. At the request of the President, or in the President’s absence or disability, the Vice-President shall perform all duties of the President. When so acting, the Vice-President shall have all of the power of, and be subject to all the restrictions upon the President. The Vice-President shall have such other duties and responsibilities and may exercise such other powers as from time to time may be assigned by the President, the Board of Directors or the Executive Committee or as may be provided in these Bylaws.
Section 4. Secretary. It shall be the duty of the Secretary to keep an accurate record of accounts and proceedings of all Directors’ meetings; give all notices required by law, by the Board of Directors, by the Articles of Incorporation, or by these Bylaws; and assist in keeping the books of account of the Corporation and its correspondence. The Secretary shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to the Secretary by these Bylaws, the Board of Directors, or the President.
The Secretary shall be responsible for taking and preserving the minutes and attendance of each and every Board meeting. The Secretary will be responsible for obtaining a meeting hall for all Board meetings as requested. The Secretary shall distribute the minutes of the last Board meeting to the Directors before the next meeting and post minutes of general Board meetings at the ballpark during the league season. The Secretary shall provide copies of the Johnston Girls Softball Association Guidelines to each team Manager.
Section 5. Treasurer. The Treasurer shall have custody of the Corporation’s funds; keep full and accurate accounts of all receipts and disbursements of the Corporation, an inventory of assets, and a record of the liabilities of the Corporation; deposit all money and other securities in such depositories as may be designated by the Board of Directors, disburse the funds of the Corporation as ordered by the President or the Board of Directors, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President, or by the Board of Directors. The Treasurer shall be responsible for handling the funds of the Association and shall maintain a complete set of financial records using generally accepted accounting practices, shall prepare and submit annually a budget to the Officers of the Association for their approval at the regular September meeting, shall have the books audited bi-annually and shall make a financial report monthly to the Board and as requested by the President. The Treasurer shall file the Association’s nonprofit income tax forms no later than 5-1/2 months after the end of the fiscal year (September 30). All checks issued by the Treasurer shall be signed by the Treasurer or President.
Section 6. Removal, Resignation. The Board of Directors may remove from office any Officer or subordinate Officer of the Corporation, and at any meeting may accept the resignation of any Officer of the Corporation. The Board of Directors may delegate to any Officer the authority to remove or accept the resignation of any subordinate Officer.
Section 7. Vacancies. Any vacancies occurring in the office of President, Vice-President, Secretary, or Treasurer by death, resignation, removal, or otherwise may be filled for the unexpired portion of the term by the Board of Directors at a special meeting called for such purpose, but such vacancies need not be filled until the first annual meeting of the Board of Directors subsequent to the vacation of the office, if the Board of Directors does not deem it advisable to fill the vacancy prior to that meeting.
Section 1. Appointment, Duties and Powers. The Executive Committee shall consist of the President, Vice-President, Secretary, and Treasurer. The Directors appointed to the Executive Committee shall serve for a term consistent with their terms on the Board or until their successors have been appointed and have assumed their duties. The Executive Committee shall have and shall exercise all of the rights, powers, and authority of the Board of Directors when the Board of Directors is not in session, in harmony with the directives of the Board, as declared by the Bylaws or otherwise except as prohibited by the Iowa Nonprofit Corporation Act.
Section 2. Chair of the Executive Committee. The President shall be the Chair of the Executive Committee and shall preside at all meetings of the Executive Committee. At the request of the President, or in the President’s absence or disability, the Executive Committee shall elect from its members an Acting Chair to preside at its meetings during the absence of the President or until vacancy is filled.
Section 3. Secretary of the Executive Committee. The Secretary of the Executive Committee shall be the Secretary of the Corporation. The Secretary of the Executive Committee, or the Secretary’s appointee, shall make, or cause to be made, accurate minutes of all meetings of the Executive Committee and submit the same for approval at the next succeeding meeting of the Executive Committee.
Section 4. Meetings. Meetings may be called by the Chair of the Executive Committee, or at the written request of three members of the Executive Committee addressed to the Secretary of the Executive Committee. The Secretary shall immediately call such meeting, and, in either event, give at least two days written notice thereof in the manner set forth in these Bylaws.
Section 5. Quorum. A quorum of the Executive Committee shall consist of three members thereof.
Section 6. Manner of Acting. The act of three members of the Executive Committee present at a meeting at which a quorum is present shall be the act of the Executive Committee.
The Board shall establish committees as are necessary to carry out the Bylaws, Rules and Policies of the Association.
Section 1. Property of the Corporation. The title to all property of the Corporation, both real and personal, shall be vested in the Corporation.
Section 2. Contributions. All contributions of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes of the Corporation. Contributions of any nature for specific purposes shall be used only for the purposes and in the manner for which the contributions are made. Contributions include bequests and devises under last wills of deceased persons.
Section 3. Expenditures. All expenditures of corporate funds shall be approved as a part of the Corporation’s budget or shall be approved by the Board of Directors prior to disbursement.
Section 4. Contracts. The Board of Directors or the Executive Committee, except as in these Bylaws otherwise provided, may authorize any Officer or agent 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 a specific instance, and unless so authorized by the Board of Directors or the Executive Committee, no Officer, agent or employee shall have any power or authority to bind that Corporation by any contract or engagement, or to pledge its credit, or render it liable pecuniarily for any purpose or to any amount.
Section 5. Fiscal Year. The fiscal year of the Corporation shall end on September 30 of each year unless changed by amendment to these Bylaws or required by law or regulation.
Section 6. Association Guidelines. The Board of Directors may adopt Guidelines for the rules of play and for the administration of the Association. The Guidelines will be approved by and may be amended by the Board.
Any meeting and any notice of any Board of Directors meeting at which amendments to the Articles of Incorporation or Bylaws are proposed shall be in compliance with the provisions of the Iowa Nonprofit Corporation Act.
The rules contained in Roberts Rules of Order Revised shall govern this Association in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.
The above Bylaws were reviewed by all Board members and were adopted by a majority vote of the voting members of the Association on the 9th day of December, 2001.