West Baton Rouge Baseball and Softball, Inc. By- Laws Adopted by Unanimous Vote of the Board of Directors on January 19, 2007

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1 West Baton Rouge Baseball and Softball, Inc. By- Laws Adopted by Unanimous Vote of the Board of Directors on January 19, 2007 Purpose: West Baton Rouge Baseball and Softball, Inc. is organized, as per the Articles of Incorporation, for the purpose of engaging in the promotion and supervision of any lawful recreational activities for children; but more particularly the Organization is to lawfully promote, organize, equip, and supervise organized baseball and softball for children. This will be accomplished by: 1. Coordinating with State, Parish, and Town officials in the use, maintenance, and improvements of Alexander Park and Myhand Park. 2. Support and coordinate the activities of West Baton Rouge Baseball and Softball, Inc. and/or other youth athletic leagues that may conduct activities at Alexander Park and Myhand Park. Section 1 Eligibility: Article I - Membership Any adult of good moral character and good standing in the community who desires to participate in the Organization shall be eligible for membership. Section 2 Voting: Only the members of the Board of Directors will be allowed to vote on West Baton Rouge Baseball and Softball, Inc. operations, except for the election of Officers and Board Members at the annual meeting. Section 1 Officers: Article II Officers The Organizations officers will be comprised of the following: 1. President 2. Vice-President 3. Secretary / Treasurer Section 2 Duties: 1. President Shall be the chief executive officer of the Organization. The President shall preside at all membership and board meetings. He/she shall have general and active management of the business of the Organization, see that all orders and resolutions of the board are carried out, and be ex-officio member of all committees.

2 2. Vice-President In the absence of the President, the Vice-President shall perform the duties otherwise performed by the President. He/she shall be ex-officio member of all committees. He/she shall assist the President in fulfilling duties required. 3. The Secretary / Treasurer shall keep an accurate record of the proceedings of all meetings. He/she shall receive and take charge of all money delivered to him/her, deposit all money received to the credit of the Organization in a bank selected by the Board of Directors. He/She shall keep an accurate record of receipts and disbursements, render monthly financial reports to the Organization, and submit records for audit upon request by the Board of Directors or the President. He/she shall conduct all polls of the Board of Directors for votes on emergency expenditures and/or decisions. Section 3 Board of Directors: The Board of Directors shall be comprised of: 1. President 2. Vice-President 3. Secretary / Treasurer 4. Four Board Members: A. Two members representing the baseball portion of the Organization. B. Two members representing the softball portion of the Organization. Ad-Hoc Member: 1. The current Babe Ruth Director as appointed by the Board of Directors in conjunction with West Baton Rouge Parish Council. Section 4 Elections: The Officers and Board Members shall be elected by a majority vote of the membership present at the annual meeting. They shall remain in office until resignation or removal. Section 5 Removal: Officers and Board Members may be removed from office by two-thirds, (2/3), vote of the entire Board of Directors present at a meeting called and held for that purpose. Section 6 Vacancy: In the event of a vacancy in any office, the Board of Directors shall have the power to fill such vacancy by majority vote for a term ending with the next Annual Meeting.

3 Article III Board of Directors Section 1 Duties: The Board of Directors shall be charged with the management of all affairs of the Organization, subject to the provisions of the by-laws. The Board shall be responsible for making decisions on any actions it deems necessary against any coach, official, player, or spectator. The Board shall resolve all problems that involve coaches, players, player draft, and eligibility. Section 2 Term: The 2006 elected Board shall serve in office until the next regularly held election of Officers and the qualifications or installation of their successors in office in The 2007 Board shall be elected to the following terms: President 2 years Vice President 1 year Secretary Treasurer 1 year Boys Board Member 2 years Boys Board Member 1 year Girls Board Member 2 years Girls Board Member 1 year The 2008 Board members up for election shall be elected to the following terms: Vice President 2 years Boys Board Member 2 years Girls Board Member 2 years There shall be no term limits for the elected Board of Directors. Section 3 Meetings: Meetings of the Board of Directors shall occur on the third Monday of the each month and be open to whole organization. The Annual meeting shall be held on the third Monday of September. Special meetings may be called by the President. The President shall call a special meeting upon receipt of a written request signed by four Directors.

4 Section 4 Majority Vote: Except as otherwise provided for in the by-laws and the Articles of Incorporation, a majority of the Board of Directors present shall decide all questions and elections that come before the Organization. Section 5 Quorum: There shall be at least four of the Board of Directors present to constitute a quorum and a quorum shall be necessary to conduct a meeting and consider any question that may come before the Board at said meeting. Section 6 Budget: The Board of Directors shall set and follow a budget for finances. Section 7 Powers: The Board shall possess the authority and power to take whatever action it deems necessary with regard to illegal, unethical, or unsportsmanlike conduct. Such action may include, but is not limited to, prohibiting a coach, player, official, or spectator from further participation in the Organization s program. Section 8 Grievance Procedure: Grievances must be submitted in writing to the President. The President shall notify the Board Members and the parties involved at least two days before the meeting or hearing is held concerning the grievance. All parties shall be given adequate opportunity to present their arguments. These meetings may be closed meetings at the Board of Directors discretion. Section 9 Code of Ethics: The Board shall adopt a Code of Ethics which shall apply to all members of the Organization. The Code of Ethics shall apply to: 1. Board of Directors 2. Coaches 3. Umpires 4. Parents 5. Players 6. Any other member of the Organization not listed above. Violation of the Code of Ethics shall result in Article 3, Sections 7 and/or 8, to be put in force.

5 Article IV Coaches: Section 1 Qualifications: Any member desiring to coach in the Organization shall: 1. Fill out and submit a coaching application as provided by the Organization. 2. Submit to a background check. 3. Read, acknowledge, and sign the Coaches Code of Ethics adopted by the Organization. 4. Agree to serve on a committee(s) or as a Division Representative to the Board of Directors. 5. Coach shall require team parents to work Sundays. Failure to comply will be cause for automatic disqualification as a coaching candidate. Section 2 Appointment: All coaches shall be appointed by the Board of Directors on an annual basis for each baseball and softball team. Returning coaches in good standing shall be given preference in continuing to coach their respective teams. Section 3 Removal: Any coach may be removed from further participation in the Organization s program by two-thirds vote of the Board of Directors at a meeting called or held for that purpose. This may be closed meeting at the discretion of the Board of Directors. Section 1 Formation: Article V Committees The President may appoint such committees as necessary for the successful operation of the Organization and shall name a Chairman for each committee. Article VI Meetings Section 1 Parliamentary Procedure: Robert s Rules of Order shall be the guide in all cases which they are applicable and in which they are not inconsistent with these by-laws.

6 Section 2 Annual Meeting: The annual meeting shall be held on the third Monday of September and written notice shall be given by public conveyance at a minimum of two weeks in advance. All attending adult members of West Baton Rouge Baseball and Softball, Inc. shall constitute a quorum. Section 3 Agenda: The first four agenda items shall be: 1. President s report This will be a summary report of the past year s activities. 2. Financial Report The Secretary / Treasurer shall give the annual financial report. It shall include year beginning balance, gross deposits made, gross expenditures, and current balance. 3. Election of Officers as listed in Article II, Section Election of Board Members as listed in Article II, Section 3.4.A.B. Section 4 Voting Rights: All adult members attending the annual meeting will be entitled to vote in the matter of electing Officers and Board Members. Section 5 Nominations and Election: The President, one (1) Boys Board Member, and one (1) Girls Board Member shall be elected in odd number years to a two year term beginning in The Vice President, Secretary/Treasurer, one (1) Boys Board Member, and one (1) Girls Board Member shall be elected in even number years to a two year term beginning in Nominations and election of Officers shall be declared open by the President by the following procedure: Any adult member attending the annual meeting is entitled to nominate any adult member. The nomination shall be seconded by another adult member in attendance. Each nomination shall be duly recorded by the Secretary / Treasurer. Nominations shall be closed by a motion of any adult member in attendance and seconded by another adult member in attendance. A vote then shall be cast by the attending adult membership to close nominations and this shall be duly recorded by the Secretary / Treasurer. The adult members in attendance will then cast his/her vote by secret written ballot for his/her candidate of choice. The ballots shall be

7 collected and delivered to the President. The President will then open and read aloud each vote and confirmed by the Vice- President. The Secretary / Treasurer shall tabulate and record the votes for each nominee. A nominee shall be elected to office by majority vote, greater than 50% of the ballots cast. In the case of multiple candidates, three or more, and a majority vote is not achieved in the first vote of the attending adult membership, the two nominees receiving the most votes shall participate in a runoff election. The person receiving a majority vote, greater than 50% of the ballots cast, shall be declared the winner. The order of election of Officers shall be as follows in 2007: 1. President 2 year term 2. Vice-President 1 year term 3. Secretary / Treasurer 1 year term Nominations and election of Board Members shall be declared open by the President utilizing the procedure above with the following exceptions: 1. Nominations shall be made for two Board Members to represent the baseball portion of the Organization. The two top vote getters shall be declared elected. If there is a tie between the 2 nd place vote getters, a runoff shall occur. The nominee receiving a majority vote, greater than 50% of the ballots cast, shall be declared the winner. The top voter getter shall be elected to a 2 year term and the 2 nd place vote getter shall be elected to a 1 year term. 2. Nominations shall be made for two Board Members to represent the softball portion of the Organization. The two top vote getters shall be declared elected. If there is a tie between the 2 nd place vote getters, a runoff shall occur. The nominee receiving a majority vote, greater than 50% of the ballots cast, shall be declared the winner. The top voter getter shall be elected to a 2 year term and the 2 nd place vote getter shall be elected to a 1 year term. Upon completion of election of Officers and Board Members, the newly elected Board of Directors shall take their elected positions and continue the annual meeting.

8 Section 1 Registration Fees: Article VII Registration Fees and Revenue Registration fees shall be collected from each family of a child or children participating on a baseball or softball team. The amount of the registration fee shall be determined by the Board of Directors. Section 2 Revenue: All revenue, which includes registration fees, sponsorships, concessions, and other revenues received by the Organization, shall be collected and deposited by the Secretary / Treasurer in the Organization s designated financial institution. Section 3 Use of Funds: Funds may be used promptly, at the Discretion of the Board of Directors, to carry out the projects and purpose of the Organization as stated in the Articles of Incorporation. No funds shall be used which do not meet the requirements of the Internal Revenue Service relating to exempt Organizations, providing this corporation has been declared exempt under Section 501 (c) 3 of the Internal Revenue Code. Section 4 Disbursements: Disbursements shall be made by one of the following manners: 1. Written check which shall be signed by the authorized party(s) as designated by signature card at the Organization s designated financial institution. The President and Secretary / Treasurer shall be authorized to sign checks. The Board of Directors may designate other Board Members as authorized check signers as deemed necessary. 2. By electronic debit card as issued by the designated financial institution. The Secretary / Treasurer shall maintain the electronic debit card. 3. Cash will be utilized to pay the umpires. The Secretary / Treasurer shall cash a check weekly for the contracted amount of said week, denoting on said check Umpire Fees, and shall have a signed receipt of payment from each umpire paid daily. All disbursements made shall have a receipt of payment which shall be filed by the Secretary / Treasurer. All receipts shall be readily available for audit upon request of the President or Board of Directors.

9 Section 5 Restrictions: No part of the net earnings or other assets of this corporation shall inure to the benefit of any member or individual, except that the corporation is empowered to make payments and distributions to carry out the purposes of the Organization. Section 6 Dissolution: In the event of dissolution of this corporation, the assets thereof shall be distributed in a manner consistent with the requirements of the Internal Revenue Service relating to exempt Organizations, and shall be devoted to the objects and purposes of the corporation, providing this corporation has been declared exempt under Section 501(c) 3 of the Internal Revenue Code.

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