Portage Junior Miss Softball: By-Laws

Friday, January 6
Portage Jr. Miss Softball Inc. By-Laws

PORTAGE JR. MISS SOFTBALL

LEAGUE BY-LAWS

ARTICLE I

OBJECTIVES

Section 1 — Objectives

Objectives of this league shall be:

(a) The education and the encouragement of recreation and athletics in the sport of fast pitch Softball.

(b) The teaching of sportsmanship for players playing on a team.

(c) The teaching and tutoring of players in the skills of playing and rules of fast pitch softball.

(d) The additional tutoring and instruction of All Star and travel teams in advanced competition.

ARTICLE II

LEAGUE PURPOSE

Section 1 — League Purpose

Portage Jr. Miss Softball is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future tax code.

Section 2 — Rules of Exemption

No part of the net earnings of Portage Jr. Miss Softball shall inure to the benefit of, or be distributed to its members, trustees, officers or other private persons, except that Portage Jr. Miss Softball shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities of Portage Jr. Miss Softball shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and Portage Jr. Miss Softball shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate

for public office. Notwithstanding any other provision of this document, Portage Jr. Miss

Softball shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (C) (2) of the Internal Revenue Code, or

corresponding section of any future federal tax code.

Section 3— Dissolution of Organization

Upon the dissolution of Portage Jr. Miss Softball, assets shall be distributed for one or more exempt purposes within the meaning of section 501 (C) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, for a public purpose. Any such asset not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

Section 4— Property of Corporation

The property of this corporation is irrevocably dedicated to the purposes of girls fast pitch softball and no part of the net income or assets of the organization shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person.

Section 5— Termination of Corporation

On the dissolution or termination of the corporation, its assets remaining after payment of, all debts and liabilities of this corporation, shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable purpose and concerns itself with the general welfare of girls and in particular the education of the sport of softball and which has established its tax-exempt status under Section 501 (C) (3) of the Internal Revenue Code.

ARTICLE III MEETINGS

Section 1 — Place of Meeting

Any or all meetings of the Board of Directors, (hereafter referred to as "The Board") of the corporation shall be held within the state of Indiana, provided that no meeting shall be held at a place other than the Portage Jr. Miss conference room, in Portage, Indiana, except pursuant to resolution adopted by The Board.

Section 2- General Meeting of Members

A general meeting of the members shall be held annually. Time, place, date and business to be determined by The Board.

Section 3— Notice of General Meeting of Members

At least 14 days prior to the date of the general meeting of members, written notice of the time, place, date and business of such meeting shall be mailed, as hereinafter provided to each member. In every instance in which by-laws have been amended, notice of the next general meeting will contain notice of such amendments.

Section 4— Delayed General Meeting

If, for any reason, the general meeting of the members shall not be held on the day designated, such meeting may be called and held as a special meeting. Provided however, that the notice of such meeting shall be the same herein required for the general meeting.

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Section 5— Order of Business of General Meeting

The order of business at the general meeting of the members shall be as follows: (a) Roll call of The Board

(b) Reading notice and proof of mailing

(c) Reading of minutes of last meeting of members

(d) Report of the President

(e) Report of the Treasurer

(f) Transaction of all business mentioned in the notice

(g) Open discussion

(h) Adjournment

Provided that, in the absence of any objection the presiding officer may vary the order of business at his discretion.

Section 6— Special Meeting of Members

A special meeting of the members may be called at any time by the president, or by a majority of the board members. The method by which such meetings may; be called is as follows: upon receipt of a specification in writing setting forth the date and objects of such proposed special meeting, signed by the president, or by a majority of board members, the secretary or an assistant secretary shall prepare, sign and mail the notice requisite to such a meeting. Such notice may be signed by the stamped, typewritten or printed signature of the secretary.

Section 7— Notice of Special Meeting of Members

At least 14 days prior to the date fixed for the holding of any special meeting, members will be notified of place, time, date and business of such meeting mentioned in the meeting. No business not mentioned in the notice shall be transacted.

Section 8— Regular Meetings of The Board

Regular meetings of the board members shall be held not less frequently than one in each month at such time and place, as the board shall from time to time determine. Notice to board members of regular meetings of The Board shall be required unless approved by The Board. Only board members and co-board members will be allowed to attend. Others may attend by invitation of The Board.

Section 9— Special Meetings of The Board

The president may call special meetings of The Board at any time by means of such notice of the time, place and purpose of such meetings to each board member, as the president in his discretion shall deem sufficient.

Section 10- Notices and Mailing

All notices required to be given by any provision of these by-laws shall sate the authority pursuant of which they are issued (such as, "by order of the president" or "by order of The Board", as the case may be deemed duly served when the same has been deposited in the united States mail, with postage fully prepaid, plainly addressed to the addressee at his or her last address appearing upon the membership record of this corporation.

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ARTICLE IV QUORUM

Section 1 — Quorum of Members

Presence in person of members totaling not less than 20% of number of players registered as of managers draw.

Section 2— Quorum of Board Members

A majority of the full board of directors shall constitute a quorum

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ARTICLE V PARLIMENTARY AUTHORITY

Section 1 —The rules contained in the current edition of "Roberts Rules of Order Newly Revised shall govern the League in all cases to which they are applicable and In which they are not inconsistent with these by-laws and any special rules

Of order the League may adopt.

Section 2— The Board will administer the league.

Section 3 —The Board will determine all matters of policy concerning Portage Jr. Miss

Softball.

Section 4- The Board will be composed of those members as listed in Article VIII All board members will serve in office for the period of 1 year with the Exception of the president, secretary, treasurer, and vice-president; who Will serve for a 2-year term beginning in 2006.

Section 5— The official rules and regulations of Portage Jr. Miss Softball, Inc., as Issued each year, will be adopted and approved at a meeting of The Board, and so noted in the minutes of said meeting. The rules will be adopted not Less than 14 days prior to first signup of players. The rules and regulations Will govern the playing of all games and all matters, which may come before The League.

Section 6— Rules to follow if not a Portage Jr. Miss League rules will be NSA, ASA or

UGSI national organizations.

ARTICLE VI VOTING AND ELECTIONS

Section 1 — Who is entitled to Vote

Except as may be otherwise provided, each member shall, at every meeting of the members, be entitled to one vote upon each subject properly submitted to vote.

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Section 2— Inspectors

Whenever any person entitled to vote at a meting of the members shall request the appointment of inspectors, a majority of the members present at such meeting and entitled to vote thereat shall appoint not more than three inspectors, who need not be members. If the right of any person to vote at such meeting shall be challenged, the inspectors shall determine such right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. Their certificate of any vote shall be prima facie evidence thereof.

Section 3— Election of Board Members

(a) Nominations will be taken for Board positions beginning at least 30 days Prior to the date of the elections. A sheet will be posted at the field listing The positions on The Board and the phone numbers of the nominating Committee. A list of those running and the positions that they are running for will be posted at the

field weekly. After the 30 days have expired, only those on the nominating committee’s list will be eligible for election.

(b) The nominating committee will submit a list of nominees at time of election. The election will be by ballot.

(c) The election of board members will be held after end of regular season. Election will be held before the last day of August, time, place and date to be Determined by The Board.

(d) New board members will take office at the first board meeting in August.

ARTICLE VII BOARD OF DIRECTORS

Section 1— Number, Term and Eligibility of Board Members

The board members composed of not less than 4 persons who include the President, Vice President, Secretary, and Treasurer shall manage the business, property and affairs of this corporation. Each board member shall hold office for term for which he or she is elected or until his successor is elected and has accepted. Board terms will be for one year with the exception of the President, Secretary, and Treasurer beginning in 2006 will be elected for a 2- year term, with the Vice President beginning in 2007 to become a 2-year term. To be eligible for election to The Board, member must be at least

21 years of age and have been involved in league activities as a member for at least one year. In addition to eligibility previously mentioned, anyone seeking to run for president must have completed at least 2 years as a board member.

Section 2— Vacancies

Vacancies in The Board shall be filled by appointment made by the remaining board members. Each person so elected to fill a vacancy shall remain a board member until his successor has been elected by the members at next regular election.

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Section 3—Action by Written Consent

If and when the majority of board members shall collectively consent in writing to any action to taken by the corporation, such action shall be a valid corporate action as though it had been authorized at a meeting of the board members.

Section 4— Power to Amend By-Laws

The board members shall have power to amend and alter any by-law, provided that The Board shall not amend or alter any by-laws or fixing of qualifications or term of office of any member of the existing board.

Section 5— Power to Select Board Positions

The Board shall have the power to fix and alter the number of board members.

Section 6— Power to Appoint Other officers, Agents and Co-Board Members

The Board shall have power to appoint such other officers, agents and co-board members, as The Board may deem necessary for transaction of the business of the corporation.

Section 7— Removal of Officers, Agents and Members

Any officer, agent or co-board member may be removed by the board members whenever, in the judgment of The Board, the business interests of the corporation will be served. The Board will have authority to suspend, discharge or otherwise discipline any manager, coach, player, umpire or other person whose conduct is considered as being detrimental to the best interest of the League.

Section 8— Power to Remove Board Members

Any board member may be removed from The Board by a majority vote of The Board at any board meeting or special board meeting called for that purpose, for conduct deemed prejudicial to this corporation, provided, that such board member shall have first been served with written notice of the accusations against him, and shall be given an opportunity to produce his witnesses, if any, and to be heard, at the meeting at which vote is taken.

Section 9— Delegation of Powers

For any reason deemed sufficient by the board, whether occasioned by absence or otherwise, The Board may delegate all or any of the powers and duties of any officer to any other officer, but no officer shall execute, acknowledge or verify’ any instrument in more than one capacity.

Section 10— Power to Appoint Executive Committee

The Board shall have power to appoint by resolution, an executive committee composed of

2 or more board members who, to the extent provided in such resolution, shall have and exercise the authority of The Board in the management of the business of the corporation between meetings of The Board.

Section 11 — Power to Require Bonds

The Board may require any officer or agent to file with the corporation a satisfactory bond conditioned for faithful performance of his duties.

Section 12— Compensation

The compensation of board members or agents may be fixed by The Board.

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ARTICLE VIII

BOARD MEMBERS & DIRECTORS

Section 1 — Board Members and Duties

(a) President — The President will preside at all meeting, (conducted under "Roberts Rules of Order" as revised by The Board), of the membership or board and he or she shall also be an ex-officio member of all committees, except nomination. It will be the President’s responsibility to administer the rules, policies and principles of Portage Jr. Miss Softball. The President will supervise the appointment of all committee members selected by The Board except the Nominating committee, who shall be selected by The Board.

(b) Vice-President — The Vice President will assist and will act as president in his Absence. The Vice President will act as parliamentarian and attend all meetings, give recommendations and counsel. He should also attend all Division Representatives meetings.

(c) Secretary — The Secretary or someone appointed by Secretary shall keep Minutes of all meetings of the members and of the board of directors, and of the executive committee, and shall preserve in books of the corporation true minutes of the proceedings of all such meetings. He or she shall safely keep in his or her custody the seal of the corporation and shall have authority to affix the same to all instruments where its use is required. He or she shall give all notices required

by statute, by-law or resolution. He or she shall perform such other duties as may be delegated to him or her by The Board or by the executive committee.

(d) Treasurer — The Treasurer receives all monies for the League and deposits in In the name of Portage Jr. Miss Softball League in a bank chosen by The Board.

1. He or she will keep an account of receipts and disbursements and

Maintains financial records.

2. A listing of income and expenses must be submitted at the first

Meeting of the new board.

3. He or she will give a written report monthly to The Board and a Complete annual report to be available for inspection at each Yearly sign up.

4. He or she will make available a copy of income and expenses to any member upon written request and with at least 10 days notice at member’s expense. He or she will prepare the League budget and discuss it with The Board. The office of the Treasurer is required to be bonded.

Section 2— Co-Board members, Duties and Voting Rights

(a) Duties — Assist board members as requested.

(b) Voting Rights — The Board will determine annually.

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Section 3- Responsibilities of Outing Board Members

All outgoing board members shall return all books, papers, records, electronic media, monies, keys or any other league property as requested.

Section 4—Other Board Positions and Duties

All other board positions and duties that The Board may deem necessary for transaction of business of the league will be listed in the NM general rules. Board positions may be changed annually by the affirmative vote of a majority of The Board.

ARTICLE IX EXECUTION OF INSTRUMENTS

Section 1 - Check, etc.

All checks, drafts and orders for payment of money shall be signed in the name of the corporation and shall be countersigned by such officers or agents as the board shall from time to time designate for that purpose.

Section 2— Contracts, Conveyances, Etc.

When the execution of any contract, conveyance or other instrument has been authorized without specification of the executing officers, the president, or any vice- president, and the secretary, may execute the same in the name and behalf of this corporation and may affix the corporate seal thereto. The board shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation.

ARTICLE X BORROWING MONEY

The Board shall have full power and authority to borrow money whenever, at the discretion of The Board, the exercise of said power is required in the general interests of this corporation. In such case The Board may authorize the proper officers of this corporation to make, execute and deliver in the name and behalf of this corporation such notes, bonds, and other evidence of indebtedness as said board shall deem proper. Said board shall have full power to mortgage the property of this corporation or any part thereof, as security for such indebtedness. No action on part of the membership of this corporation shall be requisite to the validity of any such note, bond, evidence of indebtedness or mortgage.

ARTICLE XI FINANCE

(a) The Board will decide all matters relating to finance. The Board approves all Expenditures of money. Duplicate bank statements from all financial institutions will be sent to such officers or agents as the board shall from time to time designate for the purpose, excluding anyone authorized to sign checks.

(b) The Treasurer will summarize the league’s books at the end of each year. The Books will then be turned over to a CPA for audit. The board will have the Privilege of auditing the books and records maintained by the Treasurer at any time.

(c) The different teams within the League may be sponsored by a commercial Concern. The sponsorship fee to be determined yearly by the Board.

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ARTICLE XII

MEMBERS AND PLAYERS

Section 1- Members

The general membership will include all board members, co-board members, team managers, team coaches, team moms and parents or legal guardians of players as well as players 18 or older.

Section 2— Players

Any girl meeting age and residence requirements in the official rules and regulations for Portage Jr. Miss Softball will be eligible for team assignment

The fees of all players shall be a sum to be set by The Board annually.

Any player in default of payment of fees or any other monies due shall be ipso facto suspended from all privileges of participation. If after notice, such default is not cured within a period of 14 days, the participation of such player shall automatically cease and terminate.

ARTICLE XIII

COMMITTEES

Section 1 - Committees

Standing and or special committees may be formed by the President or The Board. The size of the committee may depend upon the anticipated effort to accomplish its’ task.

ARTICLE XIV

AMENDMENT OF BY-LAWS

Section 1 — Amendments, How Effected

These by-laws may be amended, altered, changed, added to or repealed by the affirmative vote of a majority of a quorum of the members entitled to vote at any regular or special meeting of the members. If notice of the proposed amendment, alteration, change, addition or repeal be contained in the notice of the meeting, or by the affirmative vote of a majority of the Board if the amendment, alteration, change, addition or repeal be proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, provided that any by-laws made by the affirmative vote of a majority of the Board as provided herein may be amended, altered, changed, added to or repealed by the affirmative

vote of a majority of a quorum of the members entitled to vote any regular or special meeting

of the members, also provided, however, that no change of the date for the annual meeting of members shall be made within 30 days next before the day on which such meeting is to be held, unless consented to in writing, or by a resolution adopted at a meeting, by all members

entitled to vote at the general meeting.



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