MINNETONKA BASEBALL ASSOCIATION BYLAWS Adopted December 12, 2013 ARTICLE I -NAME The name of this organization shall be Minnetonka Baseball Association ( MBA ). This organization is organized exclusively for charitable and educational purposes, including, without limitation, receiving and administering funds for charitable and educational purposes and to foster national amateur sports competition, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including the purposes of making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE II -PURPOSE The mission of MBA is to promote an enjoyable, safe and fair environment for the development of Minnetonka student athletes baseball skills in manners which foster respect for others, self-confidence, leadership and teamwork. MBA shall include the instruction and training of Minnetonka student athletes in manners which produce the highest level of amateur baseball competition at elementary and secondary grade levels while maintaining the highest degrees of participation, sportsmanship and methods of physical conditioning so as to improve and develop Minnetonka student athletes baseball achievements and capabilities, and directing and conducting baseball events and competitions to foster national amateur baseball competition ARTICLE III -LOCATION The registered office address of MBA is 3717 County Road 101, Minnetonka, MN 55345. MBA may have any number of offices at such places as the Executive Committee may determine. ARTICLE IV -MEMBERSHIP The membership of MBA shall be: each parent or legal guardian of players presently registered on a Minnetonka Baseball Association baseball team, Board of Directors of MBA and current coaches of Minnetonka Baseball Association baseball teams. Membership may be terminated or suspended by resignation or action of the Board of Directors as follows: 1
(a) The Board of Directors or a duly appointed committee of the Board of Directors will review any Code of Conduct Incident Reports elevated to them. They will investigate complaints, irregularities and conditions detrimental to MBA. (b) The Board of Directors, by a two-thirds vote of those present at any duly constituted Board meeting (quorum is required), shall have the authority to discipline, suspend or terminate the membership of any Regular Member, including managers and coaches, when the conduct of such person is considered detrimental to the best interest of MBA. The Member shall be informed of the general nature of the charges and given an opportunity to appear at a meeting of the Board of Directors or a duly appointed committee of the Board of Directors to answer such charges. (C) The Board of Directors shall, in case of a Player Member, give notice to the coach of the team for which the player is a Player Member. The Board of Directors shall have full power to suspend or revoke such player s right to future participation by two-thirds vote of those present at any duly constituted meeting (quorum is required). The player may appear before the Board of Directors or a duly appointed committee of the Board of Directors. The membership of MBA is required to follow the MBA Code of Conduct. In addition, the membership associated with the MBA travel teams are required to follow MBA Travel Commitment Policy. ARTICLE V -BOARD OF DIRECTORS The business of MBA shall be managed by a board of directors comprised of at least 11 and not more than 31 board members. The board is responsible for maintaining the overall policy and direction of MBA. The board may delegate responsibility of day-today operations to officers of MBA and appropriate committees. Board members shall receive no compensation (other than reimbursement of reasonable expenses incurred in the performance of duties and responsibilities for MBA for their service on the board). Section 4. Section 5. The board shall meet at least ten (10) times per year, at an agreed upon time and location. The majority of the elected directors of MBA shall constitute a quorum for the transaction of business at any regular or special meeting of MBA. If a quorum is not present, the meeting may be adjourned from time to time for that reason and any business which might have been transacted at the meeting as set forth in the notice thereof may be transacted at the adjourned meeting if a quorum is then present. Except as otherwise provided herein, all board members shall serve for a one (1) year term, and may be eligible for re-election in accordance with these bylaws. Each director of MBA shall be a member of MBA. Election of new directors or election of current directors to a subsequent term will occur at the regular meeting of MBA in September. Directors will be elected by a majority vote of the members of MBA attending the meeting. 2
Section 6. Section 7. Section 8. Section 9. Section 10. Any director may be removed from office without assigning any cause by a two-thirds (2/3) vote of the board of directors. Any director may resign at any time by giving notice to MBA. In the event of a vacancy on the board of directors, the board may fill the vacancy. There shall be a nominating committee composed of three (3) members who shall be selected by MBA s Executive Committee at a regular meeting at least two (2) months prior to the regular meeting in September. The nominating committee shall select its own chairperson. The nominating committee shall receive nominations for the election of directors through Wednesday of the week preceding the regular meeting in September, and report the nominations for election at the regular meeting in September. Only persons who have signified their consent to serve if elected shall be deemed to be candidates for election as directors and elected as directors. Directors shall be elected by ballot at the regular meeting of MBA in September. Directors shall assume their official duties following the close of the regular meeting of MBA in September and shall serve for a term of one (1) year, or until his/her successor(s) is/are elected, at the request of the Executive Committee. Members of MBA may attend all regular and special meetings of MBA. ARTICLE VI VOTING Only directors of MBA may make motions and vote at meetings. Each director shall be entitled to only one vote on any matter brought before any meeting of the Board of Directors. A majority vote of the directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes are required by law, the Articles of Incorporation or these Bylaws. The Board of Directors may invite, admit and recognize guests for presentations or comments during Board meetings. All motions must be approved by a majority of board members present at a meeting in which there is a quorum. Proxy voting is allowed after a quorum has been established. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. To be valid, a proxy vote should be submitted in writing, signed and dated by the Board Member sending the proxy. Proxy voting can only occur on issues that are listed on the meeting Agenda. There can be no blanket release of voting power to another. An appointment of proxy is valid for 11 months unless a different period is expressly provided. A proxy is not valid for more than three years from its date of execution. Proxy votes must be entered into the minutes, by who voted for whom. ARTICLE VII -OFFICERS Each officer of MBA shall be a member of MBA. The officers of MBA shall consist of President, Vice President, Secretary and Treasurer. The officers of MBA shall be elected by a majority vote of the current members of MBA 3
attending the regular meeting in September. Except as otherwise provided herein, officers shall serve for a one (1) year term, and may be eligible for re-election in accordance with these bylaws. Any officer may be removed from office without assigning any cause by a two-thirds (2/3) vote of the board of directors at any regular meeting of MBA. A vacancy occurring in any office shall be filled for the unexpired term by a person elected by a majority vote of the board of directors, notice of such election having been given. ARTICLE VIII -DUTIES OF OFFICERS Section 4. The duties of the President shall be to preside at all meetings of MBA; perform such other duties as may be prescribed in these bylaws or assigned by the Executive Committee or MBA; be an ex officio member of all committees except the Nominating Committee; and coordinate the work of the officers and the committees of MBA in order that the purpose and mission of MBA may be promoted. The duties of the Vice President shall be to assist the President; perform the duties of the President in the absence or inability of the President to serve; and perform such other duties as may be assigned by the President, Executive Committee or MBA. The duties of the Secretary shall be to record the minutes of all meetings of MBA; provide notice of meetings in accordance with these bylaws and/or the direction of the Executive Committee; keep a record of all persons who attend Board meetings; maintain a current copy of MBA s bylaws and perform such other duties as may be assigned by the President, Executive Committee or MBA. The duties of the Treasurer shall be to have custody of all funds of MBA; keep a full and accurate account of all receipts and expenditures of MBA; make disbursements as authorized by the Executive Committee, President or MBA in accordance with the budget adopted by MBA; sign checks and vouchers; make financial information available to MBA at every regular meeting and at other times upon the request of the President or the Executive Committee of MBA; present a financial statement at every regular meeting of MBA and at other times upon request of the President or the Executive Committee of MBA; be responsible for the maintenance of such books of account and record as required by MBA; have the accounts examined annually or upon change of officers by an auditor or a Finance Committee, which shall affirm the sufficiency and accuracy of the Treasurer's annual report; and perform such other duties as may be prescribed in these bylaws or assigned by the President, Executive Committee or MBA. ARTICLE IX -EXECUTIVE COMMITTEE The Executive Committee shall consist of the officers of MBA and such other person(s) designated by the President and approved by a majority vote of the directors at a regular meeting, notice of such designation and request for confirmation having been given. The duties of the Executive Committee shall be: (a) to transact necessary business in the intervals between MBA meetings and such 4
other business as may be referred to it by MBA; (b) (c) (d) (e) (f) (g) (h) to create standing and special committees; to approve the plans of work of the standing committees; to present at the regular meetings of MBA a report of business undertaken by the Executive Committee; to select an auditor or Finance Committee to audit the Treasurer's account; to prepare and submit to MBA for adoption a budget for the year; to approve the payment of routine bills and charges within the limits of the budget; and to perform such other duties as may be prescribed in these bylaws or assigned by MBA. Regular meetings of the Executive Committee shall be held during the fiscal year, the time and place to be fixed by the Executive Committee at its first meeting of the year. A majority of the Executive Committee members shall constitute a quorum. Special meetings of the Executive Committee may be called by the President or by a majority of the members of the Executive Committee, five (5) days' notice having been given. ARTICLE X -COMMITTEES The Executive Committee may create or eliminate each standing or special committees as it may deem necessary to promote the purpose and mission of MBA and to conduct the business of MBA. The term of each chairperson of such a committee shall be the thencurrent business year (October 1 through September 30) of MBA. No committee shall have any power to fill vacancies on the Executive Committee; adopt, amend, or repeal any resolution of the Executive Committee; adopt, amend or repeal MBA s bylaws; act on matters committed by the bylaws or resolution of the Executive Committee to another officer or committee; or act, or fail to act, in a manner prohibited by the Executive Committee or the MBA s bylaws. No committee work shall be undertaken or conducted absent the consent and direction of the Executive Committee(s). The President shall be an ex officio member of all committees except the Nominating Committee. ARTICLE XI -FISCAL YEAR The fiscal year of MBA shall begin on January 1 and end on the next following December 31. ARTICLE XII -AMENDMENTS These bylaws may be amended at any regular meeting of MBA by two-thirds (2/3) vote 5
of the members present and voting, provided that: (a) (b) notice of the proposed amendment has been given at the previous regular meeting of MBA or in writing five (5) days prior to the meeting at which the proposed amendment is moved; and A quorum has been established at the meeting. A committee may be appointed by a majority vote of MBA or by a majority vote of the Executive Committee to submit a revised set of bylaws as a substitute to the existing bylaws. The requirements for adoption of a revised set of bylaws shall be the same as for an amendment of the bylaws. These Bylaws were approved at a meeting of MBA on December 12, 2013, and amended on October 8, 2015. MINNETONKA BASEBALL ASSOCIATION KYLE HEITKAMP President 6