CONSTITUTION OF THE CHESAPEAKE BASIN COLLEGIATE BASEBALL UMPIRES ASSOCIATION ARTICLE I- NAME ARTICLE II- OBJECTIVES ARTICLE III- TERRITORY

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1 CONSTITUTION OF THE CHESAPEAKE BASIN COLLEGIATE BASEBALL UMPIRES ASSOCIATION ARTICLE I- NAME The name of this association shall be the CHESAPEAKE BASIN COLLEGIATE BASEBALL UMPIRES ASSOCIATION, which has been duly incorporated under the Pennsylvania Nonprofit Corporation Law of 1988, Act of Dec. 21, 1988, P.L. 1444, No. 177, 15 Pa.C.S.A. Sec et seq. The objectives of this association shall be: ARTICLE II- OBJECTIVES 1. To promote and maintain the highest standards of baseball umpiring by encouraging uniform interpretation and administration of baseball rules by the members of the association; 2. To enlist and retain at all times a sufficient number of properly trained, experienced, and competent umpires for college baseball; 3. To promote the study of baseball rules and umpiring mechanics and decorum to effectuate the advancement of college baseball. ARTICLE III- TERRITORY The association shall cover the geographical areas of the Chesapeake Basin area, including Pennsylvania, Maryland, Delaware, West Virginia, and such other areas designated by the Executive Committee hereinafter mentioned. ARTICLE IV- MEMBERSHIP Any person desiring to umpire college baseball who personally subscribes to the objectives of this association and who meets the eligibility criteria established by the bylaws of this association shall be eligible for membership. ARTICLE V- OFFICERS The officers of this association shall be eight (8) in number; President, Vice-President, Secretary/Treasurer, three (3) Directors, immediate Past President, and Corporate Counsel. 1

2 A: The office of President and the office of Vice-President may be held for only two (2) successive terms, after which the person holding such respective office must vacate same for at least one (1) full intervening term of two (2) years before regaining eligibility for such office. B. The Executive Committee shall consist of eleven (11) members, to wit; President, Vice-President, Secretary/Treasurer, three (3) directors at large, Assignor, Rules Interpreter, Trainer, Immediate Past President and Corporate Counsel. C. Eligibility for service in any capacity on the Executive Committee is dependent upon three (3) years of membership in good standing (to include satisfactory completion of the one year probationary status) and achievement of active status. ARTICLE VI- MEETINGS A. Members shall attend the annual two-day meeting of the corporation which will encompass all business necessary to the continued vitality of the organization. Any member who fails to attend the entirety of the annual two day meeting shall not be eligible for postseason assignments during that calendar year. B. Members absent from meetings must present a written request to be excused, addressed to the Secretary. If mailed, this request must be postmarked within seven (7) calendar days of absence for approval or rejection by the Executive Committee. It will also be acceptable to either fax or e- mail such excuse to the Secretary. If a member is absent from the rules interpretation meeting, the member must attend another NCAA rules interpretation meeting prior to receiving a schedule for the year in question. C. A quorum for the purpose of conducting any business shall be one-half of the active membership. ARTICLE VII- CONDUCT OF CORPORATE BUSINESS Any corporate action, such as, but not limited to the giving of notice to members, may be accomplished in accordance with the Uniform Electronic Transactions Act or any successor statute. ARTICLE VIII-DISSOLUTION Upon the dissolution of the Chesapeake Basin Collegiate Baseball Umpires Association, 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, or to a state government for a public purpose. ARTICLE IX-AMENDMENTS Any amendment to this Constitution may be adopted by a two-thirds vote of active members at either a duly convened meeting or by such vote accomplished in conformity with the Uniform Electronic Transactions Act or any successor statute, provided that any amendment must first be presented in writing to all members at least ten (10) calendars days prior to adoption. 2

3 BYLAWS OF THE CHESAPEAKE BASIN COLLEGIATE BASEBALL UMPIRES ASSOCIATION ARTICLE I- MEMBERSHIP SECTION I- ELIGIBILITY Except as hereinafter stated in Section I (F), membership eligibility shall be governed by the following: A. An applicant shall be endorsed by an active member who has umpired with or has observed the applicant umpiring; B. The applicant shall submit a written request for membership on the form designed for such purpose to the Secretary/Treasurer, along with an application fee as established annually by the Executive Committee; C. The applicant shall demonstrate experience by having umpired at least twenty (20) baseball games for the past five (5) years at the high school, college, professional, or other level of competition deemed acceptable to the Executive Committee; D. The applicant, if requested, shall submit to and pass a field test by demonstrating such proficiency as the designated corporate evaluators deem appropriate to the competent, proper officiating of college baseball games. Furthermore, as is required of all active members of the association, the applicant shall take the current NCAA baseball rules test and score a passing grade pre-established by the NCAA. E. The applicant must subscribe to the association s Constitution, Bylaws, and policies and acknowledge that violation thereof subjects the member to reprimand, fine, return to probationary status, suspension, or expulsion; F. An applicant may be eligible for immediate probationary membership upon the recommendation of the Executive Committee, provided that the applicant s credentials warrant such admission; G. Membership is open to all individuals of good moral character who meet the foregoing requirements and is not dependent upon race, religion, creed, sex, age, natural origin, or color. 3

4 SECTION II- ACTIVE MEMBERS A. Active members are those members who have accepted an invitation to membership, and who have successfully completed a one (1) year probationary period. B. All new members are subject to the aforestated one (1) year probationary period. C. An active member whose conduct or performance doesn t meet the standards expected by the Executive Committee may be returned to probationary status, and the Executive Committee shall determine reinstatement to active status. D. Only active members may vote on any business presented to the membership at meetings of the association. SECTION III- INACTIVE MEMBERS A member may assume inactive status for a period not in excess of two (2) years upon approval of the Executive Committee. A member seeking inactive status shall apply in writing to the Executive Committee, stating the reason(s) therefore. An inactive member shall pay dues as established by the Executive Committee, except if such status is occasioned by military service, in which event dues shall be excused, shall not receive any assignments, shall not vote, and may resume active status upon request to the Executive Committee. A member who has been inactive for more than two (2) years shall be dropped from the membership roles, but may apply thereafter to the Executive Committee for reinstatement. SECTION IV- HONORARY MEMBERS A member desiring to become an Honorary Member shall submit a request to the Executive Committee. Honorary membership requires prior service on the Executive Committee or ten (10) years of active service and is subject to approval of the active membership. An honorary member shall not have voting privileges, shall not hold office, shall not receive any assignments, and shall not be required to pay dues. ARTICLE II- DUTIES OF OFFICERS SECTION I- PRESIDENT The President shall preside at all meetings of the association and of the Executive Committee. The President shall: 1. Be responsible for promoting and furthering the Constitution, Bylaws, and policies of the association; 2. Appoint the Rules Interpreter and appoint the Trainer and such committees as the President deems proper; 3. Call any special meetings upon concurrence of the Executive Committee; 4. Attend such meetings of the conferences as the President s schedule permits. 4

5 SECTION II- VICE-PRESIDENT The Vice-President, in the absence of the President, shall perform the duties of President and such other duties as are delegated by the President or assigned by the Executive Committee. The Vice-President may attend all meetings with the conferences. SECTION III- SECRETARY/TREASURER The Secretary/Treasurer keeps all records of the association, including minutes of all meetings, attendance records, financial records, and membership rosters. The Secretary shall be custodian of all corporate records, including correspondence, and shall handle all mailings and communication to the membership. Further, the Secretary/Treasurer shall keep a complete and accurate record of all monies received and disbursed and shall submit a written report of the financial status of the corporation to the membership at the annual business meeting. The Secretary/Treasurer shall be compensated as determined by the Executive Committee at the annual meeting. SECTION IV- RULES INTERPRETER The Rules Interpreter shall be appointed by the President and approved by majority vote of the Executive Committee and shall be responsible for providing the membership with approved rulings and recommendations regarding umpiring, and shall, when requested, provide official interpretations on questions which arise. The Rules Interpreter shall be assisted by such members, as the Rules Interpreter deems necessary and prudent. SECTION V-TRAINER The Trainer shall be appointed by the President and approved by a majority vote of the Executive Committee and shall be responsible for training designed to meet the constitutional objectives of the corporation and shall be assisted by such members as the Trainer deems necessary and prudent. SECTION VI- ASSIGNOR Under the direction of the Executive Committee, the Assignor appointed by said Committee may attend all meetings with the conferences, act as representative of the corporation concerning forfeits, protests, and controversies, assign all games, be compensated as determined by the Executive Committee, and shall not be removed once appointed except upon majority vote of the entire Executive Committee. The Assignor is barred from umpiring games from January 1 through May 31 of each season. Further, the Assignor shall never umpire games assigned through the CBCBUA. SECTION VII- CORPORATE COUNSEL Corporate Counsel shall be appointed by the Executive Committee. Corporate Counsel shall be a current or former member of the Bar of the Supreme Court of Pennsylvania, knowledgeable in the Nonprofit Corporation Law of 1988 aforestated, (see Art. I of the Constitution) and also any successor legislation governing nonprofit corporations doing business in said Commonwealth. 5

6 Corporate Counsel shall attend all meetings of the Corporation and its Executive Committee, provide advice to the Executive Committee and Corporation when requested, may attend all meetings of the conferences served by the Corporation, and shall perform such additional duties as are assigned by the Executive Committee. Once appointed, Corporate Counsel may be removed only upon majority vote of the entire Executive Committee. Section I ARTICLE III- DUTIES OF THE EXECUTIVE COMMITTEE The Executive Committee shall consist of eleven (11) members, to wit: President, Vice-President, Secretary/Treasurer, three (3) directors at large, Assignor, Rules Interpreter, Trainer, Immediate Past President and Corporate Counsel. The Founding President shall serve as an advisor to the Executive Committee and shall be eligible to attend all meetings of said committee, but shall not have a vote. The Executive Committee shall act for the corporation in the interim between meetings and in emergencies when the calling of a special meeting is not feasible. The Executive Committee shall have the power to fill vacancies with respect to any elected or appointed office, except that such appointment to an elected office shall be subject to special election for any unexpired term at the next meeting of the membership. Section II A quorum of the executive committee for the conduct of its business shall be six (6) of its members. Section III The Executive Committee shall have authority to ensure the integrity of the corporation and of its members. In such role, it shall be the duty of the Executive Committee to extend invitations to eligible applicants for membership, to audit or have audited the financial records of the corporation, to fiscally administer the corporation, and to ensure compliance by all members with the constitution, bylaws, and policies of the corporation. Any member who violates the constitution, bylaws, or policies of the corporation is subject to sanction by the Executive Committee, provided that notice of the alleged violation and an opportunity to be heard is afforded. The sanctions can range from, but not be limited thereto, reprimand, fine, probationary status, suspension, or expulsion. 6

7 ARTICLE IV- MEMBERSHIP RIGHTS AND DUTIES SECTION I- ATTENDANCE All members shall attend the annual two-day meeting of the corporation. The Executive Committee shall designate those members that must attend the annual Mechanics Clinic. SECTION II- DUES Excepting members of the Executive Committee who are excused from paying dues in consideration of the number of hours devoted to the business of the association, active and probationary members shall pay dues within such time and in such manner as is established by the Executive Committee, upon penalty as determined by the Executive Committee. SECTION III- REFUSAL OF ASSIGNMENTS No member of this association shall accept college Spring baseball assignments, except from or upon the approval of the Assignor or from another approved NCAA assignor. Nor shall any member work for a fee not negotiated by the association of the assignor in question. SECTION IV- APPEARANCE All members shall strictly comply with the prescribed association uniform and shall appear neat and presentable at all contests. The Chesapeake Basin uniform is only to be worn at assignments made by or with the approval of the Assignor of the Chesapeake Basin Collegiate Baseball Umpires Association. ARTICLE V- ELECTION OF OFFICERS SECTION I- NOMINATING COMMITTEE A Nominating Committee shall be empanelled by the President for the purpose of presenting a slate of officers as required by the electoral procedures mandated by these bylaws and Executive Committee policies consistent therewith. The presentment shall be made on the first day of the annual two day meeting of the corporation. SECTION II-TIME OF ELECTION No member may be nominated for more than one office during the current election year. Elections of the President and Vice-President shall occur in even-numbered years. Election of the Secretary/Treasurer shall occur every three (3) years. Elections of directors shall occur annually under such protocol as is established by the Executive Committee, which will ensure that one (1) new director is elected annually for a three (3) year term. Said elections shall occur at the annual meeting of the corporation, which shall be established by the Executive Committee. Except with respect to elections to fill a vacancy in any office, those elected shall assume the duties of their respective offices on June 1st of the year in which they were elected. Whenever a special election to fill an unexpired term of office is held, the person(s) elected shall immediately assume office for the unexpired term. 7

8 SECTION III- VOTING Voting shall be by secret ballot and the nominee must receive a majority of the votes cast to be elected. If no candidate receives a majority of the votes cast, the two (2) candidates receiving the most votes shall vie against each other in a runoff election. Should there be a tie vote for second place in the initial balloting, all second place candidates who are tied in the vote tally shall vie against each other, until one candidate receives a majority of the votes cast, at which time said nominee and the candidate receiving the most votes in the initial election will contend for the office. SECTION IV- ELIGIBILITY As constitutionally-mandated, eligibility to serve on the Executive Committee is dependent upon three (3) years of membership in good standing (to include satisfactory completion of one year of probationary status) and achievement of active status. The terms of office shall be as follows: SECTION V- TERMS OF OFFICE President and Vice-President... two (2) years; Secretary/Treasurer... three (3) years; Directors... three (3) years; Assignor... See Art. II, Section V Rules Interpreter... See Art. II, Section IV Trainer See Art. II, Section IV ARTICLE VI CONDUCT OF CORPORATE BUSINESS Any corporate action, such as, but not limited to the giving of notice to members, may be accomplished in accordance with the Uniform Electronic Transactions Act or any successor statute. ARTICLE VII AMENDMENTS Any amendment to these bylaws shall be submitted in writing to the members at least ten calendar (10) days prior to action upon same. Amendment shall take place at any duly convened meeting of the corporation or by vote in accordance with the Uniform Electronic Transactions Act or any successor statute upon adoption by a two-thirds vote of active members. (Rev. 11/24/2014) 8