Colorado Springs Little League: CSLL By Laws

Colorado Springs Little League By Laws (Pending Update/Approval by LL International)

 

BY-LAWS
Colorado Springs Little League

ARTICLE I

Offices

Section 1.1 Business Offices. The principle office of the corporation shall be located in
Colorado Springs, Colorado. The corporation may have such other offices as the board of
directors may designate or as the affairs of the corporation may require from time to time.
Section 1.2 Registered Office. The registered office of the Corporation required by the
Colorado Nonprofit Corporation Act to be maintained in Colorado may be, but need not
be, identical with the principle office, and the address of the registered office may be
changed from time to time by the board of directors.


ARTICLE II

Members

Section 2.1 Classification, Qualification, Privileges, and Election of Members. The
corporation shall have the following classes of voting and nonvoting members, each
requiring the qualifications and having the voting and other rights and privileges
indicated:
(a) Regular Members. Any person at least eighteen years old and actively interested in
furthering the objective of the corporation may become a regular member upon election
as hereinafter provided. All parents of player members shall be members and all other
persons who wish to be regular members may be elected to membership by the board of
directors. Regular members shall have the voting rights set forth in section 2.12 below.
(b) Player Members. Any player candidate meeting the requirements of the League and
who resides within the authorized boundaries established of the corporation shall be
eligible to compete for participation but shall have no voting or other rights; duties or
obligations in the management or in the property of the corporation.
(c) Honorary Members. Any person may be elected as honorary member by the majority
vote of all directors present at any duly held meeting of the board of directors but shall
have not voting or other rights, duties or obligations in the management or in the property
of the corporation.
(d) Sustaining Members. Any person not a regular member who makes financial or other
contribution to the corporation may, by a majority vote of the board of directors, become
a sustaining member, but such person shall have no voting rights or other rights, duties,
or obligations in the management or in the property of the corporation.
Whenever the term "members" is used herein without further modification, it shall refer
to regular members.

Section 2.2 Other Affiliations. Members, whether regular or player, shall not be required
to be affiliated with another organization or group to qualify as members of the
corporation. Regular members should not be actively engaged in the promotion and/or
operation of any other baseball program.

Section 2.3. Dues. The board of directors may establish assessments and such rules and
procedures of the manner and method of payment. The collection of delinquent
assessments and the proration or refund in appropriate cases as the board of directors
shall deem necessary or appropriate

Section 2.4 Suspension and Termination of Membership. Membership may be terminated
by resignation or by action of the board of directors or officers of the corporation.
(a) The board of directors, by a two-thirds vote of those present at any duly constituted
meeting, shall have the authority to discipline or suspend or terminate the membership of
any member of any class when the conduct of such person is considered detrimental to
the best interests of the corporation and/or Little League baseball. The member involved
shall be notified or such meeting, informed of the general nature of the charges and given
an opportunity to appear at the meeting to answer such charges.
(b) The board of directors or officers shall, in case of a player member, give notice to the
manager of the team of which the player is a member. Said manager shall appear, in the
capacity of an advisor, with the player before a duly appointed committee of the board of
directors, which shall have full power to suspend or revoke such player's right to future
participation.

Section 2.5 Transfer of Membership. Membership in the corporation is nontransferable.
Members shall have no ownership rights or beneficial interests of any kind in the assets
of the corporation.

Section 2.6 Annual Meeting of Members. An annual meeting of the members shall be
held in March of each year, at a time and place in Colorado Springs, Colorado,
determined by the board of directors, for the purpose of reviewing league business for the
upcoming season and transaction of such other business as may come before the meeting.
If the election of directors shall not be held on the day designated herein for the annual
meeting of the members, or any adjournment thereof, the board of directors shall cause
the election to be held at a meeting of the members as soon thereafter as conveniently
may be, but in no event later than September of that year. Failure to hold an annual
meeting as required by these by-laws shall not work a forfeiture or dissolution of the
corporation or invalidate any action take by the board of directors or officers of the
corporation.

Section 2.7. Special Meetings. Special meetings of the members, for any purpose or
purposes, unless otherwise prescribed by statute, may be called by a majority vote of the
board of directors, and shall be called by the president at the request of members having
at least twenty percent of the votes entitled to be cast at such meetings.

Section 2.8. Place of Meeting. Each meeting of the members shall be held at such place
in Colorado Springs, Colorado as may be designated in the notice of meeting, or, if no
place is designated in the notice, at the registered office of the corporation in Colorado.

Section 2.9 Notice of Meeting. Except as otherwise prescribed by statute, written notice
of each meeting of the members stating the place, day, and hour of the meeting, and, in
the case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than ten nor more than fifty days before the date of the
meeting, either personally, electronically or by first-class, certified, or registered mail, by
or at the direction of the president, or the secretary, or the other officer or person calling
the meeting, to each member entitled to attend such meeting. If mailed, such notice shall
be deemed delivered when deposited in the United States mail, addressed to each member
at his/her address as it appears in the records of the corporation, with postage thereon
prepaid. Any member may waive notice of any meeting before, at or after such meeting.
The attendance in person or by proxy of a member at a meeting shall constitutes a wavier
of notice of such meeting, except where a member attends a meeting for the express
purpose of objecting to the transaction of any business because the meeting is not
lawfully called or convened.

Section 2.10 Proxies. At each meeting of the members, a member entitled to vote may
vote by proxy executed in writing by the member or his or her duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or at the time
of the meeting. No proxy shall be valid after eleven months form the date of its
execution, unless otherwise provided in the proxy.

Section 2.11 Quorum. Except as otherwise required by the laws of Colorado or the
articles of incorporation, ten percent of the members entitled to vote shall constitute a
quorum at each meeting of the members, and the affirmative vote of a majority of the
members represented at a meeting at which a quorum is present and entitled to vote on
the subject matter shall be the act of the members. If less than a quorum of the members
are presented at a meeting, a majority of the members so represented may adjourn the
meeting from time to time for a period not to exceed sixty days at any one adjournment
without further notice other than an announcement at the meeting. At such adjourned
meeting, at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally notified.

Section 2.12. Voting.
(a) Each member shall have one vote in matters submitted to the membership, except that
each family shall have only one vote, regardless of the number of regular members or
player members in the family. Each voting member may cast one vote on each matter
submitted to a vote of the members entitled to vote thereon either at a meeting or
pursuant to section 2.14. Cumulative voting shall not be allowed.
(b) Members entitled to vote thereon may vote by mail in the election of directors, for or
against a proposed amendment to the articles of incorporation and for or against a
proposed plan of merger, consolidation or liquidation, but not otherwise. However, the
election of any director by mail vote shall require at least a majority of the votes which
members are entitled to cast in such election; and to amend the articles of incorporation
or to adopt a plan of merger, consolidation or liquidation by mail, vote shall require the
affirmative vote of at least two-thirds of the votes which members are entitled to case on
such question.

Section 2.14 Committees. By the vote of a majority of the members entitled to vote
thereon, the members at anytime and from time to time may establish one or more
committees of members for any appropriate purposes and dissolve any such committee.
The members of any such committee shall elect a chairperson who shall preside at all
meetings of the committee and generally supervise the conduct of the committee's affairs.
Rules governing procedures for meetings of any such committee and for the conduct of
such committee's affairs shall be as established by the committee.

Section 2.14. Action Without a Meeting. Any action required or permitted to be taken at a
meeting of the members or any committee thereof 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 Such consent (which may be
signed in counterparts) shall have the same force and effect as a unanimous vote of the
members entitled to vote thereon.


ARTICLE III

Board of Directors

Section 3.1 General Powers. The business and affairs of the corporation shall be managed
by its board of directors, except as otherwise provided in the Colorado Nonprofit
Corporation Act, the articles of incorporated of these bylaws.

Section 3.2 Number, Tenure, and Qualifications. The number of directors of the
corporation shall be not less than five or no more than fifteen, as determined by the
members or the board of directors from time to time. Any action of the members or board
of directors to increase or decrease the number of directors, whether expressly by
resolution or by implication through the election of additional directors, shall constitute
an amendment of these bylaws effecting such increase or decrease. Directors shall be
elected by the members in September of each year at a special meeting called by the
board of directors. Each director shall be elected to a three-year term with no more than
one-third of the board elected at one time. Directors must be at least eighteen years old
and must be a member in good standing. Directors shall be removable in the manner
provided by the statutes of Colorado.

Section 3.3. Vacancies. Any director may resign at any time by giving written notice to
the president or to the secretary of the corporation. A director's resignation shall take
effect at the time specified in such notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. Any vacancy
occurring in the board of directors may be filled by the affirmative vote of a majority of
the remaining directors, even if less than a quorum. A director elected to fill a vacancy
shall be elected for the unexpired term of his predecessor in office. Any directorship to be
filled by reason of an increase in the number of directors shall be filed by the affirmative
vote of a majority of the directors then in office or by an election at a meeting of the
members called for that purpose, and a director so chosen shall hold office until the next
election of directors, and thereafter until his successor shall have elected and qualified, or
until his earlier death, resignation or removal.

Section 3.4 Regular Meeting. A regular meeting of the board of directors shall be held
immediately after the special meeting in September as soon as practicable thereafter at
the time and place in Colorado Springs, Colorado, determined by the board, for the
purpose of electing officers and for the transaction of such other business as may come
before the meeting. The board of directors may provide by resolution the time and place
within Colorado Springs, Colorado, for the holding of additional regular meetings.

Section 3.5 Special Meetings. Special meetings of the board of directors 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 of directors may fix any place within Colorado
Springs, Colorado as the place for holding any special meeting of the board called by
them.

Section 3.6 Notice. Notice of any special meeting of the board of directors stating the
place, day and hour of the meeting shall be given to each director at his mailing address
at least five days prior thereto by the mailing of written notice by first-class, certified or
registered mail, or at least two days prior thereto by personal delivery of written notice or
by telephonic or electronic notice (and the method of notice need not be same to each
director). If mailed, such notice shall be deemed to be given when deposited in the United
States mail, with postage thereon prepaid. Any director may waive notice of any meeting
before, at or after such meeting. The attendance of a director at a meeting shall constitute
a waiver of notice of such meeting, except where a director attends a meeting for the
express preps 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 meeting of the board of directors need be specified in the notice of waiver of notice
of such meeting unless otherwise require by statute.

Section 3.7 Quorum and Voting. A majority of the directors shall constitute a quorum for
the transaction of business at any meeting of the board of directors, and the vote of a
majority of the directors present in person at a meeting at which a quorum is present shall
be the act of the board of directors. If less than a quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time without
further notice other than an announcement at the meeting, until a quorum shall be present.
No director may vote or act by proxy at any meeting of directors.

Section 3.8 Abstentions. At any meeting of the board at which a quorum is present and
recorded at the beginning of the meeting, a majority vote of the members present shall be
the act of the board of directors. A majority vote shall be tallied among the members
voting. Abstentions shall not invalidate a quorum, nor the act of the voting majority. The
chair shall refrain from voting except to break a tie

Section 3.9. Compensation. Directors shall not receive compensation for their services,
although the reasonable expenses of directors of attendance at board meetings may be
paid or reimbursed by the corporation.

Section 3.10. Executive and Other Committees. By one or more resolutions, the board of
directors may designate from among its members an executive committee and one or
more other committees, each of which, to the extent provided in the resolution
establishing such committee, shall have and may exercise all of the authority of the board
of directors, except as prohibited by statute. The delegation of authority to any committee
shall not operate to relieve the board of directors or any member of the board from any
responsibility imposed by law. Rules governing procedures for meeting of any committee
of the board shall be established by the board of directors, or in the absence thereof' by
the committee itself

Section 3.11. Meetings by Telephone. Members of the board of directors or any
committee thereof may participate in a meeting of the board or committee by means of
conference telephone or similar communications equipment by which all person
participating in the meeting can hear each other at the same time. Such participation shall
constitute presence in person at the meeting.

Section 3.12 Action Without a Meeting. Any action required or permit to be taken at a
meeting of the directors or any committee thereof 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
or committee members entitled to vote with respect to the subject matter thereof. Such
consent (which may be signed in counterpart) shall have the same force and effect as a
unanimous vote of the directors or committee members.


ARTICLE IV

Officers and Agents

Section 4.1 Number and Oualifications. The officers of the corporation shall be a
president, one or more vice-presidents, a secretary, a treasurer, and a competition
director. There shall also be one player agent for each Little League division operated by
the corporation. The board of directors may also elect or appoint such other officers,
assistant officers and a controller, assistant secretaries and assistant treasurers, as offices,
except that no person may simultaneously hold the offices of president and secretary. All
officers must be at least eighteen years old and must be members.

Section 4.2 Election and Term of Office. The elected officers of the corporation shall be
elected by the board of directors annually at the first meeting of the board held after each
annual meeting of the members. If the election of officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall haven been duly elected and shall have
qualified, or until his earlier death, resignation or removal.

Section 4.3 Compensation. No officer shall be entitled to receive any compensation for
serving as an officer of the corporation. An officer may be reimbursed for actual
expenses incurred by such officer or behalf of the corporation.

Section 4.4. Removal. Any officer or agent may be removed by the board of directors
whenever in its judgment the best interests of the corporation will be served thereby.

Section 4.5 Vacancies. Any officer may resign at any time. An officer's resignation shall
take effect at the time specified in such notice, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective. A vacancy in
any office, however occurring, may be filled by the board of directors for the unexpired
portion of the term.

Section 4.6 Authority and Duties of Officers. The officers of the corporation shall have
the authority and shall exercise the powers and perform the duties specified below and as
may be additional specified by the president, the board of directors or these bylaws,
except that in any event each officer shall exercise such powers and perform such duties
as may be required by law.
(a) President The president shall, subject to the direction and supervision of the board of
directors, (i) be the chief executive officer of the corporation and have general and active
control of its affairs and business and general supervision of its officers, agents, and
employees; (ii) preside at all meetings of the members and of the board of directors; (iii)
see that all orders and resolutions of the board of directors are carried into effect; and (iv)
perform all other duties incident to the office of president and as from time to time may
be assigned to him by the board of directors. The president shall have the authority to
sign checks on behalf of the corporation.
(b) Vice-president. The vice-president or vice-presidents shall assist the president and
shall perform such duties as my be assigned to them by the present or the board of
directors. The vice-president (or if there is more than one, then the vice-president
designated by the board of directors, or if there be no such designation, then the vice-
presidents in order of their election) shall, at the request of the president, or in absence or
inability or refusal to act, 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. The vice-
president shall have the authority to sign checks on behalf of the corporation.
(c) Secretary. The secretary shall; (i) keep the minutes of the proceedings of the
members, the board of directors and any committees of the members or the board; (ii) see
that all notices are duly given in accordance with the provisions of these bylaws or as
required by law; (iii) be custodian of the corporate records and of the seal of the
corporation; (iv) keep at the corporation's registered office or principle place of business
a record containing the names and addresses of all members; and (v) in general, perform
all duties incident to the office of secretary and such other duties as from time to time
may be assigned to him by the president or by the board of directors. Assistant
secretaries, if any, shall have the same duties and powers, subject to supervision by the
secretary.
(d) Treasurer. The treasurer shall: (i) be the principal financial officer of the corporation
and have the care and custody of all its funds, securities, evidences of indebtedness and
other personal property and deposit the same in accordance with the instructions of the
board of directors; (ii) receive and give receipts and acquittances for moneys paid in on
account of the corporation, and pay out of the fund on hand all bills, payrolls and other
just debts of the corporation of whatever nature upon maturity; (iii) unless there is a
controller, be the principal accounting officer of the corporation and as such prescribe
and maintain the methods and systems of accounting to be followed, keep complete
books and records of account, prepare and file all local, state and federal tax returns and
related documents, prescribe and maintain an adequate system of internal audit, and
prepare and furnish to the president of the board of directors statements of account
showing the financial position of the corporation and the results of its operations; (iv)
prepare financial statements of the corporation and present them to the board of directors
at the end of each fiscal year, which statements shall be available to all members; (v)
upon request of the board, make such reports to it as may be required at any time; and
(vi) perform all other duties incident to the officer of treasurer and such other duties as
from time to time may be assigned to him by the president or the board of directors. The
treasurer shall have the authority to sign checks on behalf of the corporation. Assistant
treasures, if any, shall have the same powers and duties (except they shall not have the
authority to sign checks), subject to the supervision of the treasurer.
(e) Competition Director. The competition director shall (i) oversee all competitive
operations of the corporation from T-Ball through Senior divisions; (ii) appoint league
coordinators, managers and coaches, a field operations and maintenance director, and a
safety officer; (iii) formulate playing schedules and coordinate playing and practice field
schedules; and (iv) work cooperatively and closely with the player agents and umpire
coordinator.
(f) Player Agent. The player agent for each Little League division shall: (i) record all
player transactions and maintain an accurate and up-to-date record thereof' (ii) receive
and review applications for player candidates and assist the president and other officers in
checking residence and age eligibility; (iii) conduct the player auction or draft and all
other player transaction or selection meeting; (iv) prepare the player agent's list; (v)
prepare for the president's signature and submission to Little League Headquarters, team
rosters, including players' claimed and the tournament team eligibility affidavit; and (vi)
notify Little league Headquarters of any subsequent player replacements or trades.


ARTICLE V

Managers, Coaches, and Umpires

Section 5.1. Managers and Coaches. Team managers and coaches shall be appointed
annually by the president, with the approval of the board of directors, and shall be
responsible for the selection of their teams and for their actions on the field.

Section 5.2 Umpires. Umpires shall be appointed annually by the president, with the
approval of the board of directors, who shall be responsible for their assignments and for
their actions on the field.
Section 5.3. Limitations. While holding such office, the president, competition director
and player agents should not manage or coach. The president should not umpire.


ARTICLE VI.

Miscellaneous

Section 6.1 Account Books, Minutes, etc. The corporation shall keep correct and
complete books and records of account and shall also keep minutes of the proceedings of
its members, board of directors and committees. All books and records of the corporation
may be inspected by any member or director or his accredited agent or attire, for any
proper purpose at any reasonable time.

Section 6.2 Fiscal year. The fiscal year of the corporation shall be October 1 through
September 30.

Section 6.3 Conveyances and Encumbrances. Property of the corporation may be
assigned, conveyed or encumbered by such officers of the corporation as may be
authorized to do so by the board of directors, and such authorized persons shall have
power to execute and deliver any and all instruments of assignment, conveyance and
encumbrance; however, the sale, exchange, lease or other disposition of all or
substantially all of the property and assets of the corporation shall be authorized only in
the manner prescribed by applicable statue.

Section 6.4 Designated Contributions. The corporation may accept any designated
contribution, grant, bequest or devise consistent with its general tax exempt purposes, as
set forth in the articles of incorporation. As so limited, donor-designated contributions
will be accepted for special funds, purposes or sues, and such designations generally will
be honored. However, the corporation shall reserve all right, title and interest in and to
and control of such contributions, as well as full discretion as to the ultimate expenditure
or distribution thereof in connection with any special fund, purpose or use. Further, the
corporation shall retain sufficient control over all donated funds (including designated
contributions) to assure that such funds will be sued to carry out the corporation's tax
exempt purposes.

Section 6.5 Conflicts of Interest. If any person who is a director or officer of the
corporation is aware that the corporation is about to enter into any business transaction
directly or indirectly with himself' any member of his family, or any entity in which he
has any legal, equitable or fiduciary interest or position, including without limitation as a
director, officer, shareholder, partner, beneficiary or trustee, such person shall: (a)
immediately inform those charged with approve the transaction on behalf of the
corporation of his interest or position; (b) aid the persons charged with making the
decision by disclosing any material facts within his knowledge that bear on the
advisability of such transaction from the standpoint of the corporation and (c) not be
entitles to vote on the decision to enter into such transaction.

Section 6.6 Loans to Directors and Officers Prohibited. No loans shall be made by the
corporation to any of it directors or officers. Any director or officer who assents to or
participates in the making of any such loan shall be liable to the corporation for the
amount of such loan until it is repaid.

Section 6.7 References to Internal Revenue Code. All references in these bylaws to
provisions of the Internal Revenue Code are to the provisions of the Internal Revenue of
1954, as amended, and shall include the corresponding provisions of any subsequent
federal tax laws.

Section 6.8 Amendments. Subject to repeal or change by action of the members, the
power to alter, amend or repeal these bylaws and adopt new bylaws shall be vested by the
board of directors; provided, however that no change to these bylaws shall limit or repeal
the voting rights of the members unless such change is adopted by the affirmative vote of
a majority of the members.

Section 6.9 Severability. The invalidity of any provision of these bylaws shall not affect
the other provisions hereof and in such event these bylaws shall be construed in all
respects as if such invalid provision were omitted.