ARTICLES OF INCORPORATION FOR TAYLORSVILLE YOUTH BASEBALL ARTICLE I MEETINGS Updated October, 2014 Section 1. Place of Meeting. Any or all meetings of the Governing Board of this corporation, may be held within or outside of the State of Utah; meetings shall be held at any scheduled location of the corporation in Salt Lake City, Utah, unless provided otherwise pursuant to the Bylaw or resolution adopted by the Governing Board. Section 2. Annual Meeting of the Governing Board. An annual meeting of the Governing Board shall be held each year on the second Sunday of October, at 5:00 p.m. Section 3. Notice of Annual Meeting and mailing. All notices required to be given by any provision of these Bylaws shall state the authority pursuant to which they are issued (as, "by order of the President," or "by order of the Governing Board," as the case may be) and shall bear the written, stamped, typewritten or printed signature of the Secretary or Assistant Secretary. Every notice shall be deemed duly served when the IT Manager has emailed, noted on Facebook and posted visually at the Main Snack Bar for the month of June. Section 4. Delayed Annual Meeting. If, for any reason, the annual meeting shall not be held on the day hereinfore designated, such meeting may be called and held as a special meeting, and the same proceeding may be had thereat as at an annual meeting; provide, however, that the notice of such meeting shall be the same as herein required for the annual meeting, namely, not less than a seven-day notice. Section 5. Order of Business at Annual Meeting. The order of the business at the annual meeting shall be as follows: (a) Roll call (sign up sheet shall be used and kept with minutes); (b) Copy of notice as posted to Web page; (c) Election of open Governing Board positions starting with: 1. President 2. Secretary 3. Treasurer 4. Vice President (A&T-ball),(AA), (AAA), (Majors), (Babe Ruth) 5. IT (Publicist/Historian) 6. Player Agent (A&T-ball), (AA), (AAA), (Majors), (Babe Ruth) 7. Umpire-in-chief 8. Equipment Manager 9. Snack Bar Coordinator 10.Fundraiser Coordinator 11.Spring/Fall Coordinator 12.Event Coordinator (d) Report of Secretary/Treasurer; (e) Election of Majors, Babe Ruth, AAA, AA coaches by seniority, and so on until all returning coaches have been voted on. Then vacant co, Babe Ruth, AAA, AA have been filled. (Upon election to position coaches shall have immediate voting privileges with regards to their Rules & Regulations as outlined below.) (f) Transactions of other business mentioned in the notice; and (g) VP and Player agents will meet with their coaches and discuss Rules and Regulations for their division prior to the meeting. VP will propose changes. The Governing Board will then discuss and vote on Rules and Regulations as pertains to each Division (i.e. AA, AAA, Majors, Babe Ruth). - 1 -
(h) Adjournment (i) The following rules apply for Little League Chartered Seasons only: All Majors positions shall break from Main Board and from this point until the end of following season shall be known as Taylorsville Little League. With Taylorsville Youth Baseball as their main sponsor with the President as a voting member. At this time Little League will not vote or participate in any actions with the main Board. (j) The Little League Board shall disband at the end of closing ceremonies. Provided that in the absence of any objection, the presiding officer shall have the discretion to vary the order of business. Section 6. Special Meetings of Governing Board. Special meetings of the Governing Board may be called by the President or any two, or more, Trustees upon written notice thereof, signed by the President and the Secretary, who shall mail copies of such notice to the last known address of each Trustee in the United States mails, at least ten (10) days in advance of the holding of such meeting. No business not mentioned in the notice shall be transacted at such meeting unless all Trustees are present and agree to the transactions of such business. Section 7. Waiver of Notice. Notice of the time, place and purpose of any meeting of the Governing Board may be waved by verbal, telegram, radiogram, cablegram, e-mail, text messaging, web page or other writing, either before or after such meeting has been held. ARTICLE II QUORUM OF TRUSTEES A majority of the Trustees shall constitute a quorum for the transaction of business of the corporation, but a lesser number may adjourn from time to time without notice other than an announcement at the meeting, until a quorum shall attend. ARTICLE III GOVERNING BOARD Section 1. Number and Term of Trustees. The business, property and affairs of this corporation shall be managed by a Governing Board composed of from three (3) to twenty-seven (27) Trustees, as decided by the Board. The Trustees shall consist of the following officers and volunteers: President (cannot exceed more than two (2) two year consecutive terms), Vice-President, Secretary (two year term), Treasurer (two year term), IT Publicist Manager, Umpire In Chief/Scheduler, Spring/Fall Coordinator, Player Agent (consisting of Player Agent T-ball, Single A, triple A, Majors, Babe Ruth), Vice President (consisting of Vice President T-ball, Single A, triple A, Majors, Babe Ruth), Equipment Manager, and Snackbar Manager. The Governing Board shall have terms of office for one (1) year, and until their successor is duly elected and qualified, or until removal, death or resignation; with the exception as noted above. The Executive Board consists of members from the Governing Board and has all voting rights: Vice Presidents, Secretary, Treasurer, IT, Equipment Manager, Umpire in Chief/Scheduler Ball League Coordinator and Events Coordinator. Section 2. Removal of Trustees. Any Trustee or Trustees, officer or agent of the corporation may be removed from office, whether with or without cause and for any reason, as decided upon by a quorum of the Trustees at any meeting of the Trustees called for such purpose. Any Trustee who has more than 4 unexcused Board Meetings in any one season, shall automatically be removed at the Annual Meeting. The President will be the only Member to excuse a Board Member from a meeting. - 2 -
Section 3. Vacancies. Vacancies in the Governing Board shall be filled by election by a majority of the remaining Trustees. Each person so elected to fill a vacancy shall remain a Trustee until removed or his successor has been elected at the next annual meeting. Section 4. Action by Unanimous Written Consent. If and when the Trustees shall unanimously consent in writing to any action to be taken by the corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Governing Board. Section 5. General Powers and Duties. The Governing Board shall have the complete and exclusive care, custody and control of the corporation's properties and shall exercise all of the corporate powers subject to the provisions of the laws of the State of Utah, the Articles of Incorporation and the Bylaws. The entire management of the corporation, its affairs, its properties and assets, is vested exclusively in the Governing Board. The Governing Board shall have the power to decide finally and to effectuate and perform decisions of the Board regarding to whom and in what amounts and at what times and under what conditions contributions, payments and distributions be made in furtherance of the pursuits and objects of this corporation; accordingly, the Governing Board shall make such contributions, payments and distributions of the corporation's properties and assets and income as may be decided upon from time to time by a decision of the majority of the Board as contained in its minutes; further, in lieu of making contributions, payments and distributions in the form of cash monies, the pursuits and objects of this corporation may be accomplished by distribution of the corporation's properties in kind, or the Board may as it sees fit, undertake the accomplishment of the pursuits and objects by under taking projects, but all nevertheless strictly of the type permitted under the Article of Incorporation. Notwithstanding anything herein to the contrary, it is strictly understood and agreed that the Governing Board's powers, prerogatives, duties and responsibilities shall be vested in them and shall be exercised by them strictly in a fiduciary capacity to carry out, perform and accomplish the pursuits and objects of this corporation and their powers are expressly limited so as to do nor accomplish any act which would be in contraventions or derogation of the pursuits and objects as stipulated above. Section 6. Power to Make Bylaws. The Governing Board shall have power to make and alter any Bylaw or Bylaws, including the fixing and altering of the number of Trustees. Provided that the Board shall not make or alter any Bylaw or Bylaws fixing the qualifications, classifications or term of office of any member or members of the then existing Board. Section 7. Power to Elect Officers. The Officers and Trustees of the Corporation shall be elected at the annual meeting of the Governing Board. All persons in attendance at that meeting, whether members of the Board or otherwise, shall be entitled to vote on the election of officers. All officers shall be Trustees. Assistants to officers may be appointed by the Trustees and such assistants need not be Trustees. Section 8. Power to Appoint Other Officers and Agents. The Governing Board shall have power to appoint such other officers and agents as the Board may deem necessary for transaction of the business of the corporation. Section 9. Power to Fill Vacancies. The Governing Board shall have power to fill any vacancy in any office occurring from any reason whatsoever, pending the next annual meeting. Section 10. Delegation of Powers. For any reason deemed sufficient by the Governing 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 or Trustee, but no officer or Trustee shall execute, knowledge or verify any instrument in more than one capacity. Section 11. Power to Appoint Executive Committee. The Governing Board shall have power to appoint by resolution an executive committee composed of two (2) or more Trustees who, to the extent provided in such - 3 -
resolution, shall have and exercise the authority of the Governing Board in the management of the business of the corporation between meetings of the Board. Section 12. Power to Require Bonds. The Governing Board may require any officer or agent to file with the corporation a satisfactory bond conditioned upon the faithful performance of his duties. Section 13. President. The President shall not be a manager or coach, including assistants, of any team participating in a league of the Corporation. The President shall be the Chief Executive Officer of the Corporation and shall preside over all meetings of the Corporation. The President shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall be example-officio a member of all standing committees and shall have the general powers and duties of the supervision and management usually vested in the office of the President of a corporation. Section 14. Vice-Presidents. Those persons elected as precedents of each the leagues of the Corporation (Babe Ruth, Majors, Triple AAA, Double AA, Single A & T-ball) shall be the Vice-Presidents of the Corporation. The Vice-Presidents shall have the same powers as vested in the President, but shall not exercise said powers unless acting under the delegation, authority or direction of the President, or in the absence or in capacity of the President. The Vice-Presidents shall have such additional prerogative and powers as are not inconsistent with the powers conferred upon the President and which usually pertain to the office of Vice-President. In the absence, or in capacity of the President, the Vice-Presidents shall exercise the powers of the President in the following order: Vice-President for Babe Ruth, Vice-President for Majors, Vice-President for AAA, Vice-President for AA, Vice- President for A and T-Ball. Section 15. Secretary. The Secretary shall attend all meetings of the Governing Board and the Executive Board, and shall preserve in Books of the Corporation true Minutes of the proceeding of all such Meetings. The Secretary shall safely keep in his or her custody the sale of the corporation and shall have authority to affix the same to all instruments where its use is required. The Secretary shall give all notices required by statute, bylaw or resolution and shall perform such other duties as may be delegated to the Secretary by the Governing Board or by the Executive Board. The Secretary shall give and receive communications with County contact and report to The Governing Board. Section 16. Treasurer. The Treasurer shall be selected by the Governing Board. The Treasurer shall have custody of all corporate funds and securities and shall keep in books belonging to the corporation full and accurate accounts of all receipts and disbursements; and shall deposit all moneys, securities and other valuable effect in the name of the Corporation in such depositories as may be designated for that purpose by the Governing Board. The Treasurer shall disburse such funds of the corporation as may be ordered by the Board, and verified by the President, taking proper vouchers for such disbursements, and shall render to the President and Trustees at the regular meetings of the Board, and whenever requested by them, an account for all of the transactions of the Treasurer, and of the financial condition of the Corporation. If required by the Board, the Treasurer shall deliver to the President of the Corporation and shall keep in force a bond in form, amount and with a surety or sureties satisfactory to the Board, conditioned upon the faithful performance of the duties of the office of Treasurer, and for Restoration to the corporation in case of the death, resignation, retirement or removal from office of the Treasurer of all books, paper, vouchers, money and property of whatever kind in the possession or under the control of the Treasurer, which belong to the corporation. The Board will hire a designated third party for preparation of taxes and an annual audit of expenditures. Section 17. Assistant Secretary and Assistant Treasurer. An Assistant Secretary and an Assistant Treasurer may be appointed. The Assistant Secretary, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary. The Assistant Treasurer, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer. Section 18. Player Agent. The Player Agent shall be selected by the Governing Board. The Player Agent shall not be the manager or coach, including assistants, of any team participating in a league of the corporation. The - 4 -
Payer Agent shall be in charge of player registration, tryouts and draft. All concerns of any nature pertaining to any player shall be handled initially by the Player Agent. Section 19. Umpire and Chief/Scheduler. The Umpire-and-Chief will be responsible for all regular season scheduling and rain out re-scheduling. They will also work with the Cal Ripken and Babe Ruth umpires to coordinate all game schedules and rain re-schedule. Any Coach requesting a game to be moved must go through the League President and/or Vice President for approval prior to contacting the UIC. Section 20. Equipment Manager. The Equipment Manager shall be responsible for purchasing, distribution and collection of all uniforms and equipment used for regular season teams and All-Star teams. The Equipment manager is responsible for collecting two separate written bids for any league purchases that are over $500. Any league purchase over the $500 amount must have prior Board approval. Section 21. Snackbar Coordinator. Snackbar Coordinator shall be responsible for the purchase of all items to be sold in the snack bar. Snackbar Coordinator will need Board approval on purchases of any large equipment items for the snack bar over $500 (i.e. new snow cone machine, ovens, fryers). The Concession Coordinator will have a staff to help open and close the two snack bars. They shall implement Salt Lake County Health Guidelines for all product use. A monetary amount will be established for mileage and time reimbursement for Snackbar Coordinator as set in Concession Rules and Regulation. Section 22. IT IT will serve as publicist communicating through email, website and face book to all members of the Corporation. Player registrations will be entered into the Babe Ruth data base and rosters created for regular season play and all-star play. Game Schedules for all divisions will be entered into league website and game stats/scores will be updated daily. Section 23. Spring/Fall League Coordinator. The Spring/Fall Coordinator will be responsible for advertisement and registration for both the spring and fall leagues. The Spring/Fall coordinator will report and get approved all necessary information for both the Spring and Fall leagues at monthly board meetings. They will collect all registration funds and turn them over the league president and or treasurer for bank deposit. They work with the league scheduler to schedule games. They are responsible for coordinating with the league snack bar rep. to make sure all games have snack bar coverage. All scheduling of umpires for Spring and Fall Games will be handled by the Spring/Fall League Coordinator. Section 24. Fundraiser/Events Coordinator. Coordinator will plan and execute opening ceremonies and closing ceremonies and any all-star tournaments hosted. When necessary they shall be responsible for contacting Community Businesses to raise funds for the Program needs (ie: field upgrades, annual start up costs). Any Business donating $500 or more will be eligible for a banner for advertisement. Fundraiser Coordinator will be responsible for getting banners made and hung. ARTICLE IV EXECUTION OF INSTRUMENTS Section 1. Checks, etc. All checks, drafts and order for payment of money shall be signed in the name of the corporation by the President or Vice-President, and the Treasurer or Assistant Treasurer, Or by any Officer of the Corporation authorized by the Governing Board to so act. Reimbursement and checks will be written at the Governing Board Meeting when possible. - 5 -
Section 2. Contracts, Conveyances, etc. When the execution of any contract, conveyance or other instrument has been authorized within the specifications of the authorized officers, the President and/or Secretary and/or Assistant Secretary, may execute the same in the name and on behalf of this corporation and may affix the corporate seal thereto. The Governing Board shall have power to designate the officers and agents who shall have authority to execute any instrument in behalf of this corporation. ARTICLE V LEAGUES, MANAGERS, RULES Section 1. Leagues. The Corporation shall have the following leagues: T-ball, Ages 3 to 5 Single A Ages 5 to 7 (coach pitch), Double AA, Ages 7 to 9 (No 6 year olds are allowed in Double AA) Triple AAA, Ages 10-12 (No 9 year olds are allowed in Triple AAA). Majors, consisting of players ages 10-12 respectively, based on the player's age on May 1. Provided, however, that 9-year-old player's with exceptional ability may be selected to play on a Majors Team. Babe Ruth consisting of players ages 13-15 and 16-19. Section 2. Managers. All team managers must be approved by a majority vote of the Governing Board. Managers of league teams shall be selected according to Governing Board Vote if more than one candidate is available for an open position. Section 2a. All Managers/Coaches/Assistant Coaches will have a valid Back Ground Check prior to the Any coach who takes an All-Star team must complete a Cal Ripken/Babe Ruth Coaching certificate prior to the first All Star game. Section 3. Rules and Regulations. The Governing Board shall have the power to prescribe playing rules, eligibility standards, player selection rules and similar requirements (collectively the "Rules and Regulations"), for any league of the Corporation. To the extent not conflicting with or preempted by the Rules and Regulations established by the Governing Board, the majority of the Governing Board and managers for each specific league of the Corporation may establish playing rules for that league. The Rules and Regulations shall be compiled for each year and related to all managers, assistants, members of the Governing Board and other interested parties. THE RULES AND REGULATIONS CAN ONLY BE CHANGED DURING THE PERIOD COMMENCING SEPTEMBER 1 AND ENDING DECEMBER 31 OF EACH YEAR, TO BE EFFECTIVE FOR ENSUING SEASONS. ONCE CHANGED (OR, IN THE CASE OF A NEW RULE, ONCE ENACTED), A RULE OR REGULATION CANNOT BE CHANGED UNTIL THE FOLLOWING YEAR. WITH THE EXCEPTION OF BABE RUTH S, WHICH THE GOVERNING BOARD WILL HAVE AN OPPORTUNITY TO REVIEW WITH BABE RUTH BASED ON AMOUNT OF PLAYERS THAT SIGN UP IN ANY GIVEN SEASON. Section 4. Little League Rules and Regulations. During any period when the Corporation is operating under a charter or the consent of Little League Baseball, the Rules and Regulations of Little League Baseball, as they exist from time to time, shall be incorporated into the Rules and Regulations of the Corporation. Provided, that any conflict between the Rules and Regulations adopted by the Governing Board of and those of Little League Baseball shall be resolved in favor of those adopted by the Governing Board. Section 5. League Registration. Player registration is to be held in February of each year at said location. Online registration is available through the Babe Ruth website and collected funds are deposited in league account. The league is authorized to charge a late fee for registration as they see fit. All registration/all-star fees are adjustable and voted on by the Executive Board yearly. Registration Deadline for Double AA, Triple AAA and Majors is April 1 st. Registration deadline for Single A and T-Ball is April 20 th. Registration Deadline for Babe Ruth can vary from year to year depending on the number of registrants and high school try outs. Notification for registration is sent out via email, website and face book, school flyers and banners. - 6 -
Section 6. League Try-Outs. Tryouts for Divisions Double AA through Babe Ruth are to be held in the first 2 weeks of March weather and location availability permitting at said location. T-Ball and Single A divisions do not have a tryout as all players will be placed on a team given they register before the cut-off date. Section 7. Season Games/Schedule. Season games will commence in April and end in June of each year for all divisions. All Majors and Triple AAA teams will determine by division how many games per week weather permitting. ARTICLE VIII AMENDMENT OF BYLAWS Section 1. These Bylaws may also be amended, altered, changed, added to or replaced by any affirmative vote of a majority of the Executive Board at any regular or special meeting of Governing Board if notice of the proposed amendment, alteration, change or repeal be contained in the notice of the meeting. Section 2. The Governing Board shall not be permitted to amend the Bylaws contrary to the professions of the Articles of Incorporation. The foregoing Amended Bylaws were adopted by consent on the Trustees at a meeting held on Jas 10/11/2014 Julia Stepp. Secretary - 7 -