BY-LAWS OF THE MIDLAKE SOFTBALL ORGANIZATION, INC.

Transcription

1 Approved: 02/09/2014 BY-LAWS OF THE MIDLAKE SOFTBALL ORGANIZATION, INC. The following By-Laws are established in order to acquaint the members of the Midlake Softball Organization, Inc. with the duties and responsibilities of the officers, directors and members. Article I Meetings The President shall conduct the meetings of the organization. In his/her absence, the vice-president shall preside. All matters of procedure not provided for in the By-Laws shall be referred to Robert s Rules of Order. A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board. Article II Officer s Duties President: The President shall be the chief executive officer of the Organization. He/she shall preside at the annual meeting and monthly meetings of the board of directors. He/she shall appoint such committees as may serve the best interests of the Organization. He/she shall be one of the signatories on the bank accounts of the Organization. Vice-President: The Vice-President shall act in the absence of the President in functions of the Organization. He/she shall assume any other duties assigned by the President. He/she shall be one of the signatories on the bank accounts of the Organization. Secretary: The Secretary shall keep minutes of all meetings of the Organization and the Executive Board, including names of those present; issue notices and bulletins; post minutes and other board approved documents in an accessible location so as to be available to all board members, organization members and anyone else who may request such copies of those documents. He/she shall be one of the signatories on the bank accounts of the Organization.

2 Section 4. Treasurer: The Treasurer shall maintain bank accounts in the name of the Organization, all of which shall require two of four authorized signatures; receive and disburse all moneys for the Association and keep an accurate monthly accounting thereof, copies of which should be provided to board members for review at the monthly meetings and be available in an accessible location for all those parties who might be interested in viewing. He/she shall be one of the authorized signatories on the bank accounts of the Organization. He/she shall not negotiate or issue any check or other instrument drawn on the accounts of the Organization unless such check or instrument is endorsed or signed by two of the four authorized signatories and has the approval of the board to seek such signatures. Routine monthly bills and payroll do not need the approval of the board, but still require the two of five authorized signatures. The minimum requirement for the Treasurer is that he/she has an accounting degree. Persons with a CPA will be given preference over those with fewer qualifications Section 5. Any officer may be dismissed from office for unsatisfactory performance of duties assigned, by a ten (10) vote minimum of the Board of Directors. The said officer must be notified in writing, of the hearing for such a dismissal, and permitted to be represented by counsel at his/her own expense. Any officer may be dismissed from the office and removed from the Board of Directors for misconduct in office or and act performed by him/her, which is contrary to the good of the Organization. A ten (10) vote minimum of the Board of Directors is required to remove an officer from the Board. The said officer must be notified in writing, prior to the hearing for such dismissal, and permitted to be represented by Counsel at his/her own expense. Section 6. Assistant or sub-officers of the Organization may attend the meeting of the Board of Directors, but shall not have a vote in matters of the Organization. Article III Director s Duties The Board of Directors shall have the power to take all necessary action it deems to be vital in the importance and success of the Organization. The Board of Directors shall see that all books and records are properly kept. Any matters brought up before the Organization, which requires a vote shall be referred to the Board of Directors, who will then vote on the issue. All issues shall have a minimum of ten (10) votes to pass. In the event of a tie, the President, or, Vice-President in the Presidents absence shall break the tie. Section 4. Any committee that has been appointed by the President may either be appointed for a year or be dissolved after its business has been completed. Section 5. The Board of Directors shall determine the annual PLAYER and NON-PLAYER, team entry, and forfeit fees. Section 6. The Board of Directors shall approve all financial expenditures of the Association, including paid salaries.

3 Section 7. Upon notification by the Secretary of the Board to the President, any Board member un-excused for two (2) meetings in one (1) year will receive a verbal warning by the Board through the President. A third un-excused absence will require a written notification to the Board member from the Board of Directors through the President. A fourth un-excused absence shall require a vote by the Board of Directors for dismissal. A minimum of ten (10) votes will be required to dismiss a Board member for excessive absenteeism. The said Board member must be notified in writing prior to the hearing for such a dismissal and permitted to be represented by Counsel at his/her own expense. ARTICLE IV Election Procedures The term of the President and Vice-President of the Organization shall be for a period of two (2) years. The President and Vice-President can serve a maximum of three (3) consecutive terms. However, after their three (3) terms have been completed, and if there are no accepted nominations from the floor, a motion can be made with a second to cast a unanimous ballot to re-elect the president and/or Vice- President for another two (2) year term. If there is an accepted nomination from the floor, other than the incumbents, the President and/or Vice-President must retire from that office. In any election of officers that does not give a candidate a majority of the votes, all candidates receiving zero (0) votes and the candidate with the least number of votes shall be dropped from the ballot. This process will continue until a candidate receives a majority of votes. If no candidates receive a majority of votes, and all candidates are dropped, a motion can be made with a second to cast a unanimous ballot for the current incumbents of that office. If the motion is carried, the incumbent will serve another term. An individual may submit their name for only one office prior to the election. Individuals may be nominated from the floor for other offices. Section 4. Section 5. Section 6. Five (5) directors shall be elected each year for a term of three (3) years. The membership will vote on the Board of Directors at a date set after the season is over by the Board of Directors. Such election will be held in August, with the new Board members taking office with the September meeting. Any member wishing to be elected to the Board of Directors will have their names placed on a combined ballot. Each name (candidate) will have space after it to place a check mark. Members can vote for up to five (5) candidates if they choose. The candidates that have more than 50% of the total votes will be elected to the Board. If there are more than 5 candidates with more than 50% of the total votes, the candidates with the 5 highest vote totals will be elected to the Board of Directors. Three (3) Directors shall be Representatives of the following City Departments, Recreation Department, Public Works Department, and Parks and Forestry Department. The three (3) Directors are ex-official Directors. These Directors can be the Department Head him/herself appointee of the Department Head if they so choose to be on the Board of Directors. The Board of Directors shall have the power to fill unexpired terms of elected directors through election. After the first general election (August2014), unexpired terms cannot be filled by Board Members if the prospective candidate has two (2) other family members or two (2) other team members already on the Board of Directors.

4 ARTICLE V Arbitration Committee Duties The Arbitration Committee shall have the responsibility to settle and all disputes which may arise among the participants for which a reprimand and/or hearing may be necessary. The committee shall consist of a minimum of three (3) Board members and a maximum of five (5) Board members. The Head Umpire and/or his Assistant must attend meetings. Any person appearing before this Committee, for which a complaint has been made, has the right to be represented by Counsel at his/her own expense Section 4. If an active player is charged with a violation, he may be represented by a member of his/her team to present evidence and/or facts in support of the charged player. The opposing team may also have a player present to give evidence and/or facts concerning the charges. The Arbitration Committee s decision will be final. Section 5. If a dispute involves an umpire and a player, both should be present at the hearing. Both will be allowed to present their side of the issue. The Arbitration Committee s decision will be final. Section 6. The decision of the Arbitration Committee will be final. Cases in which suspension of more than three (3) games is recommended must be approved by the Board of Directors. Article VI. Head Umpire Duties The head umpire shall be responsible for all duties as specified in the job description detailed in the Head Umpire s contract. Assistant Umpire Duties The assistant umpire will act as head umpire in the absence of the head umpire, and will assume all of his/her duties. Assist the head umpire in the performance of his/her duties.

5 Article VII Committees and Duties The President shall appoint committees with a designated chairperson. The committees shall meet at the request of the chairperson and perform all necessary work. Each chairperson shall be called upon to submit a progress report at each Board meeting. All committees will have an uneven number of members, with a minimum of 3. The chairperson of that committee can vote only in a tie. Membership Committee Shall be responsible for the printing of Player and Non-Player cards. Shall be responsible for the distribution of Player and Non-Player cards to team managers. Shall maintain an up-to-date listing of team members (rosters) with the individual player s card number. Publicity Committee Shall be responsible for advertising any event sponsored by the Midlake Softball Organization other than tournaments. Shall be responsible for notifying the Sheboygan Press, radio, and TV Stations of any special events. Shall submit for publishing team standings once a week in the Sheboygan Press. Shall submit for publishing team standings at the end of the season in the Sheboygan Press. Shall publicize the results of Board proceedings. Shall be responsible for the development of the Midlake Softball Organization Newsletter. Shall print the Newsletter during the months of January through September, or as otherwise designated. Shall include in the Newsletter any special announcements for team registration, upcoming tournaments, summary of Board minutes when deemed necessary, and any other items the committee feels appropriate. Shall include the final standings of all leagues in the FALL issue. Shall include a listing of all teams and league assignments in the SPRING issue. Shall handle the distribution of the Newsletter to all managers of the previous year or until a current list is available. Shall publicize softball activities of all kinds. Shall improve public relations between the City of Sheboygan, city residents, softball participants, other organizations, and the Midlake Softball Organization. Shall be responsible for printing the annual schedule book. Shall be responsible for keeping the Web Site up to date. Finance Committee Shall be responsible for the examination of the books of the Concession account. o Shall submit an annual report to the Board of Directors by the January meeting. Shall examine the books and records of the Treasurer. o Shall submit an annual report to the Board of Directors by the January meeting. Shall recommend changes in fees as required and shall offer suggestions to the Board as to how to spend surplus funds or how to avoid the lack of funds. Shall be responsible for the collection of all fees from Player and Non-Player cards and from team registrations. Shall verify that all money coming into the Midlake Softball Organization go through the office for proper documentation. Shall establish campaigns and drives to raise necessary funds to finance and support the objectives and purposes of the Organization. He/she shall be one of the signatories on the bank accounts of the Organization.

6 Fields Committee Shall be responsible for the development and improvement of all playing fields. Shall work closely with the City of Sheboygan s Park Department and Recreation Department to assure development and improvement of playing conditions. Shall inspect all diamonds periodically and file a written report as to the condition of each diamond with a copy given to the Park and Recreation Departments. The report should include suggestions for improvement and/or a list of any unusual conditions. Shall inspect each diamond at the beginning of the season to insure proper dimensions. Shall report to the Head Umpire any unusual group rules that may need to be established. Shall handle any complaints from teams regarding the conditions of any diamond. Shall campaign to improve and maintain safe and approved playing conditions on existing area softball fields and to seek to establish new, modern softball fields in the area as required. Rules Committee Shall be responsible for the review, revision, establishment, and enforcement of all playing rules of the Midlake Softball Organization. Shall determine any special local rules that will govern and present to the Board of Directors prior to the start of the season for approval. Shall be responsible for seeing that all teams follow the established rules and report any violations to the Head Umpire and Board of Directors. Shall submit to the Board of Directors a written report of all activities conducted at the end of the season. Shall campaign for improved umpiring and the enforcement for established, approved rules of play. Awards Committee Shall be responsible for the purchase of any awards to be presented as directed by the Board of Directors. In the case of tournaments, should consult with the tournament committee to keep the cost of trophies and umpires limited so as to not exceed the total entry fees collected. Shall assist the tournament director in the distribution of awards. Shall be responsible for the presentation for special awards to be given out at the end of each season. Shall determine from whom all such awards and/or trophies will be purchased. Shall present appropriate awards to both championship teams as well as deserving individuals for their contributions to softball development in the area. Tournament Committee Shall recommend to the Board of Directors the dates of each tournament for each season prior to December 1 st. Shall recommend to the Board of Directors which tournaments the Midlake Softball Association should sponsor each year, as well as recommend entry fees. With the help of the awards committee, work to keep the cost of trophies and umpires limited so as to not exceed the total entry fees collected. Shall appoint tournament directors for each tournament. Tournament directors do not have to be a member of the Tournament Committee, however, at least one tournament director MUST BE on the Board of Directors. Shall be responsible for contacting all teams who might be interested in entering the tournament, and registering those who do. Shall publicize the schedule for tournaments as soon as it is known. Shall report to the media the results of any tournament within two (2) days of the conclusion of the event. Shall complete a tournament sanction report and give to finance committee for approval to pay and forward to the state governing body.

7 Shall organize and develop quality softball tournaments and seek to draw participation in such tournaments from both local areas and other areas as well. Scheduling Committee Shall be responsible for the registration of teams, assignment of leagues, and determine the classification of play. Shall recommend a fair and equitable schedule for all league play. Shall be responsible for the distribution of all league schedules. Shall recommend changes to the present structure of leagues to the Board of Directors. Shall be responsible for the establishment of a yearly major player list. Shall formulate leagues and schedule games to attract and encourage participation in softball by men and women of all ages. Concession/Salaries Committee (Included in Finance Committee) Shall recommend any improvements or developments of the concession facilities. Shall recommend the selection of the Concession Manager that has the proper training. Shall be responsible for negotiating the contract/salaries of the Concession Manager, Head Umpire, Treasurer, Secretary, Office Manager, umpires, score keepers, ticket takers, concession workers, and any other payroll employee per Board approval. Shall work with the Concession Manager for the selection of distributors to be used in purchasing supplies. Shall approve all prices of concession items sold. Constitution Committee Shall be responsible for maintaining the Constitution of the Midlake Softball Organization including changes, additions, or deletions voted on by the Board of Directors. The Constitution may be amended by a two-thirds vote of the Board of Directors. A minimum of ten (10) votes is required to change the Constitution. Proposed amendments may only be submitted to the Board in writing at the December board meeting. The proposed amendments will then be presented to the members at the Annual meeting for their input. Vote on the proposed amendment will not take place until the January board meeting. The Constitution may be amended only at the January meeting. Nominations Committee Shall be responsible for submitting a list of potential candidates along with their resume if available to the Board of Directors at the August meeting. Shall be responsible for submitting a slate of officers to the Board of Directors at the first meeting of the newly elected Board. Shall have the chairperson of the Committee, or his/her designate, act as chairperson of the Board and conduct elections. Shall be responsible for counting the ballots and announcing the results of the election of directors and officers. Historian Shall be responsible for maintaining an up-to-date record of all published articles and pictures of the activities of the Organization each year. Shall be responsible for collecting and safe storage of any memorabilia connected with the softball programs of the Midlake Softball Organization. Future Planning Committee (Executive Committee)

8 Shall consist of the Executive Committee (chairpersons of all committee) Shall consist of an appointed chairperson (knowledge of and experience with the organization required) and chairpersons of other committees, or as designated by the president. Shall be responsible for the future planning of the Midlake Softball Organization. Shall keep the Board of Directors advised of plans concerning the future development of the Midlake Softball Organization. Audit Committee Shall conduct the annual review of the Midlake Softball Organization books The Executive board shall be present for this audit The committee shall consist of 5 members of the organization who shall submit their names in writing to be board of directors by the July Meeting. Election to this committee will take place at the August meeting of the board of directors and with the winners being announced at the annual election of the board of directors. No person shall serve on this committee for two consecutive years unless there are no other interested parties in serving on this committee. All committees and their chairpersons shall submit an oral report of activities each month to the Board of Directors and a written report to the Secretary when deemed necessary. If a committee did not meet, the report should indicate such. All committee chairmen shall notify the President of any scheduled committee meetings. Section 4. If there are 2 members of the same family that are signatories on the Organizations checking account, only 1 of them may sign the checks plus another authorized signatories. ARTICLE VIII Financial Policy The Board of Directors shall decide all matters pertaining to the Finances of the Association and it shall be permanent policy to place all income into the Organization s treasury. The Board of Directors shall be responsible for selecting the depository of the Organization. The fiscal year of the Organization shall end with the last day of December each year. Section 4. All expenditures from the treasury shall be made so as to give equal consideration to the general objectives of the Organization as outlined in Article III of the Constitution. Section 5. All expenditures in excess of $200, except for fund raising projects, must be approved by a majority of the Board of Directors. The President may authorize expenditures of less than $200. Section 6. The Treasurer shall employ an approved accounting procedure for the Organization s finances.

9 Audit Records The Mid-Lake Softball Organization will achieve a 501(c)(3) status and confirm to all regulations as required to maintain that status in good standing, including the completion of an annual audit according to the following IRS revenue guidelines. $25,001- $49,999 - Internally prepared $50,000-$99,999 - Compiled (CPA prepared) $100,000 - $299,999 Reviewed (CPA Prepared) $300,000 and Greater Audited (CPA Prepared) The audit committee regardless on revenue guidelines shall perform an internal audit annually. ARTICLE IX Surplus Funds The use of surplus funds of the organization is prohibited from being used for the private gain by any one individual or group of people. In the event of the sale or dissolution of the Midlake softball Organization any surplus funds shall be dispersed to like-minded non-profit organizations who share the same interests. ARTICLE X Amendments The Board of Directors may, at a regular or special meeting, by a vote of ten (10) of the members present, alter, amend, rescind, or adopt new By-Laws. Proposed amendments must be submitted to the Board of Directors in writing. The amendment must be read at the first meeting and then read again at the second meeting. Discussion will be available only after the second reading. Vote on the proposed amendment will take place after the discussion after the second reading. Under no circumstances can a proposed by-law change be presented and voted on at the same meeting. ARTICLE XI Non-Discrimination The Midlake Softball Organization, LLC will not discriminate against any member of prospective member because of age, race, color, handicap, sex, creed, national origin, or ancestry. The By-laws of the Midlake Softball Organization, LLC shall be interpreted so that the masculine, whenever used, shall include the feminine unless context indicates otherwise.

10 This Constitution and By-Laws (as amended) have been accepted and approved as the ruling Constitution and By-Laws of the Midlake Softball Organization, Inc. On this 9 th day of February, OFFICERS: President: Vice-President: Secretary: Treasurer: DIRECTORS: