HangTuf Fastpitch Softball Association Constitution & By-Laws January 14, 2019

Transcription

1 HangTuf Fastpitch Softball Association Constitution & By-Laws January 14, 2019 Table of Contents Article I Article II Article III Article IV Article V Article VI Article VII Article VIII Article IX Organization Purpose Membership Meetings Board Rules and Regulations Duties of the Officers of the Board of Directors Amendments to the By-Laws League Operating Policy Adoption of By-Laws Article I Organization Section 1. Name: The name of the organization shall be the HangTuf Fastpitch Softball Association. Such name may be referred to as HangTuf or HangTuf Fastpitch in informal communication Section 2. Exempt Organization: The organization shall be operated exclusively as an exempt association under the provisions of the 501(c)3 of the Internal Revenue Service and will remain a non-profit organization for its entire existence. Article II - Purpose Section 1. Purpose: HFSA is a nonprofit corporation whose purpose is to offer competitive fastpitch softball programs for the youth of the mid-michigan area and to instill in the participants the principles of sportsmanship, honesty, loyalty, courage and respect. Section 2. Use of Funds: At no time does any officer, director, or member of the association have any right, title or interest in any property or income of the association. Section 3. Dissolution: In the event of liquidation or dissolution of the association, all of its property will be transferred to such non-profit, charitable, educational, or other organizations qualified as tax exempt under section 501 C of the Internal Revenue Code as a majority of the Board of Directors sees fit. If the Board of Directors is unable to decide, the issue will be subject to determination by a court of the State of Michigan.

2 Article III - Membership Section 1. Members: Membership of this Association shall consist of any volunteer or participant of age 18 years or older and all parents or guardians of the minor participants who are active in the organization. A member in good standing is one who has paid all registration fees and has no outstanding balance due to the organization. Section 2. Voting Privileges: Voting privileges will be given only to members who are in good standing prior to the meeting at which a vote is taken, provided member has attended a minimum of (6) meetings within the season year. A season year runs from September 1 of one year to August 31 of the following year. Section 3. Omission of Liability: No member or members shall be in any manner, individually or collectively, liable for any loss, damage or injury of whatsoever kind or nature suffered by or occurring to any other member or to any other person, concern, or body. Article 1V - Meetings Section 1. Regular Meetings: Regular meetings of the board and the general membership shall be held monthly. Meetings may be suspended during the months of June and July at the discretion of the Board. Section 2. Special Meetings: Special meetings of the Board may be called at any time by the President or any two Board Members provided that notice is given to each Board Member prior to such meeting. Section 3. Place of Meetings: The place of the meetings will be determined as convenient for the Board. Section 4. Notice: Notification of board meetings, including date, time and place, will be posted on the organization s website at least seven (7) days prior to the meeting. Emergency board meetings may be convened without notice to the general membership and may be closed to the membership for privacy issues if needed. Section 4. Board Quorum: At regular and special meetings of the Board, a majority of the Board Members in office, four (4), constitutes aquorum for the conduct of business. Section 5. Meeting Procedure: Roberts Rules of Order shall govern all meetings a. Call to order b. Roll call c. Acceptance of previous meeting s minutes d. Treasurer s report e. Committee reports f. Call to Public g. Old Business h. New Business i. Announcements

3 j. Adjournment Section 6. Attendance: Attendance at meetings shall be limited to members and invited guests. Any guests wishing to address the association shall contact the President or Vice President one week in advance stating reason for request. The President shall then confirm or deny the request. Article V - Board Rules and Regulations Section 1. Board Members: The property, affairs, and business of the association are managed by the seven (7) board members as outlined below. Board of Directors will consist of the following offices: President- Two Year Term- Even Year Vice President- Two Year Term- Odd Year Secretary- Two Year Term- Even Year Treasurer- Two Year Term- Odd Year Trustee- Two Year Term- Even Year Trustee- Two Year Term- Odd Year Trustee- Two Year Term- Even Year Section 2. Vacancy: Any vacancy shall be filled by appointment of the President, with the approval of the Board. Section 3. Election of the Board of Directors: The election of the Board of Directors occurs at the August Board of Directors and General Membership Meeting. Every two years the Board of Directors shall nominate from the general membership a President. The general membership shall elect the President and nominate and elect each of the Board Members whose terms have expired as listed in Article V. These nominations will be accepted in writing during the month of July, either at the July meeting, or if there is no meeting during the month of July, via to the Secretary. Voting will take place, via secret ballot, at the August meeting. Newly elected board members shall take office in the following September Board meeting and serve for their respective terms. Elections are decided by a majority of those present. Section 4. Voting: Each member of the Board is entitled to one vote for on each matter before the board. In the event of a tie, the President is granted a second tiebreaking vote. Section 5. Removal of a Board Member: Any member of the Board of Directors may declare a board member removed from the Board in the event that a Board Member has missed three consecutive meetings without notification to the board, or if it is determined that the Board Members interests are in conflict with the Board s direction and vision. Board Members may be removed from their position with a three-fourths (3/4) vote of all remaining Board Members (not three-fourths of the quorum). Section 6. Committees: Committee directors are appointed by the President and approved by

4 the Board to serve for a term of one year. Committees will be determined on an as-needed basis by the board and committee activity reports will be given by the committee director at each board meeting. Article VI - Duties of the Officers of the Board of Directors Section 1. President: The President shall be the principal executive officer of the Association and shall, in general, supervise and control all affairs of the Association. The President shall preside at all meetings of the Board. The President shall sign, with the Secretary, all instruments authorized to be executed by the Association by statute, these by-laws, or stature to some other office or agent of the Association. The President shall perform all duties incident of the office of the President and such other duties may be prescribed by the Board from time to time. Section 2. Vice President: In the absence of the President or in the event of inability or refusal to act, the Vice President shall perform the duties of the President and when so acting shall have all the powers of and be subject to all the restriction upon the President. The Vice President shall perform other duties from time to time as assigned by the President or the Board. Section 3. Secretary: The Secretary shall keep the minutes of all meetings of the Board and general membership. The Secretary shall post all minutes on the website and post notices of meetings in accordance with these bylaws. The Secretary is the custodian of the Association records. The Secretary shall keep a register of the addresses of each member, sign with the President all instruments authorize to be executed by the Association and perform all duties incident to the office of the Secretary and such other duties as may be assigned by the President or the Board. Section 4. Treasurer: The Treasurer may be bonded. The Treasurer shall have charge and custody of and be responsible for all funds of the Association, receive and give receipts for monies due and payable to the Association from any source whatsoever, and deposit all such monies in the name of the Association in such banks or other depositories as shall be selected in accordance with the provisions of these by-laws, 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 the Board. a. The Treasurer shall close the books of the organization and prepare a financial statement at the termination of the fiscal year, August 31 and shall then submit said books, statements, records and all supporting data to the incoming Treasurer and Board at the next scheduled board meeting. b. All disbursements shall be made by check or a checking account debit card. c. All checks must be made out to the Association and indicate the team name in the memo line. d. The treasurer shall prepare a financial statement and present it to the board at each monthly meeting Section 5. Trustees: The Trustees should be a past President or active members who are familiar with the history and events of the Association as so to be able to advise, council and guide the President and the Association in previous protocol and to help oversee the affairs of the Association having interest of the Association foremost in mind. The Trustees shall

5 perform duties as assigned by the President or the Board. Article VII- Amendments to the By-Laws Amendments to these By-Laws may be proposed by any Board Member and will be discussed at regular and/or special Board meetings. The proposed amendments will be presented and voted on at the Annual General Membership Meeting or a meeting specifically called for this purpose. A public notice must appear on the HFSA website and ed to members at least seven (7) days in advance of the meeting; stating the date, time, place, and specific purpose of the meeting. Article VIII- League Operating Policy The HFSA Operating Policies will be maintained by an Operations Handbook. The HFSA Board of Directors can enter or change policies with a vote of a quorum of board members. Article IX Adoption of the By-Laws We, the undersigned, being all members of the Board of Directors of the HangTuf Fastpitch Softball Association, do herby certify that the foregoing By-Laws were adopted at a meeting of the members of the association on January 14, Eric Koch President Brent Hilley Vice President Scott Laubenthal Secretary Vicki Briggs-Rasor Treasurer Jonathon Bennett Trustee Maff DeShais Trustee ~ a-. I