ARTICLE 1. OFFICES ALPINE GIRLS SOFTBALL ASSOCIATION BYLAWS OF THE Alpine Girls Softball Association A California Nonprofit Organization Section 1.1 Principal Office. The league s principal office shall be fixed and location at such a place within the Alpine Girls Softball Association as the Board of Directors (herein called the Board ) shall determine. The league s primary location for Board Meetings is the Conference Room of the Alpine Union School District Office, 1323 Administration Way, Alpine, CA 91901. The Board is granted full power and authority to change the principal office from one location to another as the need may arise. Section 1.2 Other Offices. The Board may establish a branch or subordinate offices at any place or places at any time. ARTICLE 2. MEMBERSHIP Section 2.1 Classes of Membership. There shall be three classes of membership in the league: The elected Board of Directors, the appointed Board of Directors and Regular Membership. Regular Membership is limited to the parent(s)/legal guardian(s) with a player registered in the Alpine Girls Softball Association League and any other adult volunteers approved by the Board of Directors. Regular members are only allowed a vote at the League Election. The elected Board of Directors and the Auditor are afforded the right to vote on all issues at the league s general meetings, League Elections and all other privileges identified in the League s Bylaws, Rules and Regulations, and policies. Section 2.2 Boards of Directors. The elected Board of Directors of the league shall consist of the President, 1st Vice President (Umpire in Chief), 2nd Vice President (Marketing), 3rd Vice President (Purchasing), Treasurer, Secretary, Player Agent, Events Coordinator, Equipment Manager, Safety Director, Field Maintenance Manager, Spring Fling Tournament Director, Snack Bar Coordinator, 14 & Under Representative, 12 & Under Representative, 10 & Under Representative, 8 & Under Representative, and 6 & Under Representative. The appointed Board of Directors of the league shall include the Auditor, Webmaster, Sports Federation Representative and All-Star Coordinator. ARTICLE 3. OFFICERS Section 3.1 Powers. Subject to limitations of the Articles of Incorporation, these Bylaws and Rules and Regulations, the activities and affairs of the league shall be conducted and all league powers shall be exercised by or under the direction of the Board of Directors. The following Board members shall be elected annually as specified within these Bylaws: President, 1st Vice President (Umpire in Chief), 2nd Vice President (Marketing), 3rd Vice President (Purchasing), Treasurer, Secretary, Player Agent, Events Coordinator, Equipment Manager, Safety Director, Field Maintenance Manager, Spring Fling Tournament Director, Snack Bar Coordinator, 14 & Under Representative, 12 & Under Representative, 10 & Under Representative, 8 & Under Representative, and 6 & Under Representative. The elected Board shall appoint by simple majority qualified adults from the regular membership for the remaining Board positions as outlined in section 2.2 above.
Section 3.2 President. It shall be the duty of the President to preside at all meetings of the league. He/she shall monitor all financial activities of the league. The President shall be responsible for distributing an agenda in advance for all Board Meetings. He/she shall coordinate with the AGSA Scholarship Committee on the league s annual scholarship awards for former players. He/she shall be an ex-official member of all committees as deemed necessary. The President shall not have the right to vote at any meeting except to break a tie. The President shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.3 1st Vice President (Umpire-in-Chief). The Umpire-in-Chief shall be responsible to obtain adequate umpires to officiate all league games and tournaments, and authorize payment for their services. He/she shall schedule umpires for all games and evaluate the performance of all league and hired Association Umpires. The 1st Vice-President shall conduct the annual Managers and Coaches Meeting to communicate new league or ASA rules and regulations. He/She shall meet with other leagues UIC s to schedule interleague games for the league s upper divisions. He/She shall be the liaison between the league and the Alpine Community Center and will authorize payment of Otto Field light usage. He/she shall be responsible for scheduling all league fields for team practice and game times for all divisions. He/she shall act as mediator for all game protests. He/she will decide field game play in regards to bad weather and other scheduling conflicts. He/she will take the role of Safety Director in the absence of said position. He/she will be responsible for presenting to the Board for vote any game rule changes or alterations. He/she will serve as Chairperson of the Rules Committee and the Protest Committee. He/she shall maintain league win-loss standings and innings pitched summaries and report the same on a periodic basis to the Board. The 1st V.P./UIC is the liaison between all Fall Season teams and the league and is responsible for assigning practice fields to league-approved Fall Season teams. The 1st Vice-President / UIC will perform the duties of the President if the President is unable to attend a scheduled league meeting or function. The 1st Vice President shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.4 2nd Vice President (Marketing). The 2nd Vice President will be responsible for all league fundraising campaigns. He/she shall be sure that a sponsor is obtained for each team. He/she will be responsible, with the cooperation and help of the Treasurer, for the Annual League Fund-Raising Event, concessions and any other fundraising event, which has been approved by the Board. He/She will be responsible for securing a photographer for team pictures for Opening Day Ceremonies. He/she shall serve as representative of the Board when soliciting League Sponsors. He/she will take the role of 3rd Vice President (Purchaser) in the absence of said position. The 2nd Vice President shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.5 3rd Vice President (Purchasing). It will be the duty of the 3rd Vice President to act as coordinator for all league purchases. This will include team uniforms for the regular season. The 3rd Vice President will be present a written trophy plan to the Board for approval by March 1st for Closing Day Ceremonies and the Spring Fling Tournament. He/She will work with the Snack Bar Coordinators in managing the snack bar inventories. He/she will work with the Equipment Manager as needed in coordinating all equipment purchases. The 3rd Vice-President shall have the authority to sign league purchase orders with outside vendors and must approve corresponding invoices prior to payment by the Treasurer. In the case of the 3rd Vice President not being available, the 2nd Vice-President can take his/her place. The 3rd Vice President shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.6 Treasurer. It shall be the duty of the Treasurer to have charge of all the money of the league and pay all properly attested expenses. The Treasurer shall submit a budget estimating league revenues and expenses for the fiscal year for Board approval prior to September 15th. He/she shall submit written financial reports, including check registers, profit and loss statements, and current balances of all league checking and savings accounts at each regular monthly Board meeting. All checks drawn on the league shall be signed by the Treasurer, or another approved Board Member as assigned on the signer card with the league s bank. He/she may not write checks payable to himself/herself. He/she will keep complete files for all league accounts. He/she shall be responsible for working with the 2nd Vice President in coordinating collection of all monies for the league, including but not limited to: registration, Annual League Fundraiser, sponsorships, and donations. He/She shall be responsible for working with the Snack Bar Coordinator and Events Coordinator in collecting all concession monies and providing snack bar change requirements. He/she will be responsible for filing the league taxes by December 15th for the previous fiscal year for each year of office served. The Treasurer shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach.. Section 3.7 Secretary. It shall be the duty of the Secretary to keep accurate records of the proceedings of all meetings of the league, including meetings of the Board and General Membership meetings. He/she shall be responsible for all League correspondence and be custodian of the Bylaws of the league. He/she will provide copies of all League minutes to each member of the Board. He/she is in charge of securing League insurance and is also responsible for handling all issues and questions pertaining to League insurance. He/She is the Chairperson of the Nominating Committee responsible for securing nominations and conducting the vote for the following year s Board of Directors. He/she is responsible for scheduling the use of and obtaining key for entry to Alpine School District offices and rooms for Board meetings. The Secretary shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach.
Section 3.8 Player Agent(s). The Player Agent(s) shall be responsible to coordinate league registration, adult volunteer registration approval process, player clinics and the annual player evaluation (tryouts) process. He/She shall determine player eligibility based on league and ASA rules. The Player Agent(s) shall conduct the annual team drafts and All-Star voting process for players in accordance with league rules. He/she shall act as liaison between players and the Board. Any complaints concerning league operations by players or their parents shall be directed to the Player Agent(s). The Player Agent(s) shall not have the right to be a staff member of any of the league's teams within a division in which he/she has control of. Section 3.9 Events Coordinator. The Events Coordinator shall be responsible for coordinating all aspects of League functions. This will include, but is not limited to, Registration, Team Night, Opening Day and Closing Day Ceremonies and the Spring Fling Tournament. The Events Coordinator is also responsible for organizing and communicating with the Division Representatives for support in coordinating these league functions and securing necessary parent volunteers. He/she shall obtain authorization to use facilities needed to conduct league functions. He/she shall also work in coordinating any additional Board approved League events. He/she shall be responsible to publicize the activities of the league through the local media by submitting Press Releases and/or photos or other suitable methods. The Events Coordinator shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.10 Equipment Manager. The Equipment Manager shall be responsible for obtaining, in coordination with the 3rd Vice President, inspecting and distributing all equipment needed to the managers of league teams. He/she shall inventory all equipment prior to the season, again at the close of the season and insure the security of the equipment during the off-season. Said inventory shall be written and at the end of the fiscal year, an itemized inventory shall be presented to the incoming Equipment Manager and incoming/outgoing Treasurer. He/she shall be responsible for the care and maintenance of all facilities and shall work with the Safety Director regarding League safety issues. The Equipment Manager shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.11 Safety Director. The Safety Director shall be responsible for determining the safety of the equipment to be played with and all facilities to be played on and shall work with the Equipment Manager and Field Maintenance Manager regarding League safety issues. He/she is responsible for obtaining all incident reports from the manager, to be checked for completion and passed on to the Secretary. He/she will be responsible to report any discrepancies to the Board for further action, including, but not limited to, securing the written release from a qualified medical professional for an injured player who seeks treatment for injuries received in an approved AGSA practice, game or tournament. In the case of the Safety Director not being available, The Umpire-In-Chief can take his/her place. The Safety Director shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.12 Field Maintenance Manager. The Field Maintenance Manager is responsible for the ongoing maintenance and upkeep of all league playing fields (JMMS East, JMMS West, Otto Field, VanBuskirk Field and Boulder Oaks) in conjunction with the Alpine School District and the Alpine Community Center. He/She coordinates with the Equipment Manager to ensure that all of the league s maintenance items (rakes, hoses, etc.) remain in good condition. The Field Maintenance Manager organizes the league s annual Field Maintenance Day in January where league adults participate in getting all league fields in playing condition prior to the beginning of approved practices on February 1st. He/She also schedules the adult volunteers for field setup and maintenance for the annual Spring Fling Tournaments in conjunction with the Spring Fling Tournament Director. The Field Maintenance Manager shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.13 Spring Fling Tournament Director. The Spring Fling Tournament Director shall be responsible for coordinating all aspects of the league s annual Spring Fling Sunday Rec Tournaments. He/She shall be responsible for marketing, scheduling, rules, and communication to participating teams in the tournament. He/She is responsible for coordinating with the league s Events Coordinator and the league s Division Representatives to ensure sufficient volunteer support is available for all off-the-field activities (i.e. snack bars, concessions/vendors, etc.). He/She will coordinate with the league s UIC to ensure sufficient umpires are scheduled for each tournament, and the Field Maintenance Manager for required field prep prior to each tournament game. The Spring Fling Tournament Director will be responsible for coordinating with the league s Treasurer in submitting a tournament profit and loss statement to the Board at the conclusion of the tournaments. The Spring Fling Tournament Director shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.14 All-Star Coordinator. The All-Star Coordinator shall be responsible for coordinating all aspects of the All-Star Season and is the Chairperson of the All-Star Committee. He/She shall conduct the All-Star Manager/Player Nomination meetings as well as the All-Star Manager Vote. The All-Star Coordinator works in conjunction with the Treasurer to submit an All-Star Season budget for approval by the Board of Directors prior to May 1st. He/She shall work in conjunction with the 3rd Vice-President in securing Uniforms and All-Star apparel and with the Equipment Manager to secure any approved equipment for the All-Star teams. He/She shall coordinate with the 2nd Vice-President for fundraising ideas and opportunities. The All-Star Coordinator conducts the All-Star Managers meeting to discuss fundraising requirements, parent deposits, Player/Parent Agreements, Manager Agreements, ASA
District Draws and All-Star tournament scheduling. He/She also conducts the All-Star Parent and Uniform Sizing Meeting. The All- Star Coordinator shall be responsible for coordinating and scheduling All-Star pictures. The All-Star Coordinator shall have the right to be a staff member of any of the leagues teams, including, but not limited to manager or coach. This is a Board appointed position. Section 3.15 Auditor. It shall be the duty of the Auditor to examine and verify all of the financial accounts and transactions of the league to ensure that all funds are accounted for and basic accounting principles and practices are followed. The Auditor shall have on-line access to the league s checking and savings accounts. The Auditor shall balance the league s checking and savings accounts to statements issued by the league s bank on a monthly basis. He/she shall also be responsible for reporting any expenditure that exceeds the budgeted amount set by the Board at the beginning of the fiscal year. The Auditor must never have signing authority on any checking, savings or league charge accounts. The Auditor shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. This is a Board appointed position but will be allowed a vote. Section 3.16 Snack Bar Coordinators. The Snack Bar Coordinators (JMMS and Otto Field) are responsible for operating the league s snack bars at a profit to fund other league activities. He/She/They are responsible for the menu of items, the pricing of the items and the respective inventories to support these menus. Snack Bar Coordinators work with the 3rd Vice-President and Treasurer to select the menu and pricing. The Snack Bar Coordinators are responsible for staffing both snack bars whenever league or interleague games are scheduled. Snack Bar staffers must be high school students or older and will be compensated or receive community service credits for their hours. The Snack Bar Coordinators shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.17 Division Representatives. All League Division Representatives will act as liaisons between the Board of Directors and all teams in each of their respective divisions. He/she will present issues from their divisions to the Board of Directors and communicate decisions or other information from the Board back to each team. The Division Representatives also act as Tournament Volunteer Coordinators for the Spring Fling Tournament. The Division Representatives shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. Section 3.18 Webmaster The Webmaster is responsible for updating the league s web site to facilitate communication with all parents, players, managers, coaches and Board members of the league. The webmaster works in conjunction with the UIC to maintain standings, innings pitched records and schedules including weather related schedule changes. The Webmaster shall have the right to be a staff member of any of the league teams, including, but not limited to manager or coach. This is a Board appointed position. Section 3.19 Sports Federation Representative. He/She serves as a liaison between the Board of Directors and the Alpine Sports Federation to coordinate the needs and interests of the league with other Alpine youth sports organizations. This is a Board appointed position. Section 3.20 Removal From Office. Any member of the Board of Directors may be removed from office for failure to perform assigned duties including, but not limited to, non-attendance at three consecutive regularly-scheduled Board meetings with a twothirds (2/3) vote of the currently filled Board of Directors positions. The general membership may remove any or all Board members at any General Membership Meeting with a two-thirds (2/3) vote of eligible members. Board Members that are removed from office are ineligible for another Board position or All-Star Manager for two complete fiscal years. Section 3.21 Vacancies. Vacancies of any Board office may be filled by recommendation to the Board of Directors and affirmed by a majority vote of the Board. Board vacancies may also be filled by a majority vote of the general membership present at any General Membership meeting. ARTICLE 4. STANDING COMMITTEES Section 4.1 Rules Committee. The Rules Committee is responsible for the review of the league rules and makes recommendations for changes to the Board at least fourteen (14) days prior to the first General Membership meeting. Additionally, the Committee shall interpret existing rules and regulations of the league, as long as such interpretation does not involve an official protest. Members of the Rules Committee shall consist of three individuals appointed by the Board. This Committee shall be appointed and meet at least once prior to the start of the league play. The Committee shall meet at least one more time during the year to evaluate rules and make recommendations for changes. Said Committee shall be provided information on any and all protest filed during the season. The 1st Vice President will serve as Chairperson. Section 4.2 Activities Committee. The Activities Committee shall be responsible for working with the Events Coordinator in the planning and implementation of all special activities and programs conducted by the League. Such activities shall include, but not be limited to, registration, Team Night, Opening Ceremonies, Closing Ceremonies and fundraising programs. Members of the Activities Committee shall consist of four registered league adults approved by the Board and the Events Coordinator. The Events Coordinator
shall present to the Board, recommendations as to conducting Team Night and Opening Ceremonies. Included in this information shall be a budget identifying costs associated with each and projected revenues. The Events Coordinator shall also provide to the Board recommendations for Closing Ceremonies. A budget shall be provided with the recommendations. The Events Coordinator will serve as Chairperson. Section 4.3 Protest Committee. The Protest Committee shall be responsible for reviewing and ruling on all protests properly filed with the league as specified in the Rules and Regulations. Members of this Committee shall consist of the 1st Vice President, the Equipment Manager and one of the Division Representatives not involved with the division of the protest. The Protest Committee shall meet as required. The 1st Vice President shall serve as Chairperson, unless the protest involves him/her directly. Section 4.4 All-Star Committee. Established for each age division to coordinate, manage and oversee the administration of the player and staff selection process. The committee will consist of the following Board Members: The League All-Star Coordinator The League President The League Umpire-in-Chief The League Player Agent ARTICLE 5. OTHER COMMITTEES Section 5.1 Other Committees. The Board of Directors shall have authority to appoint any additional committees as deemed necessary to fulfill the mission of the league. ARTICLE 6. MEETINGS Section 6.1 Board of Directors. The Board shall meet monthly at a regularly set time and place. All Board meetings shall be open to any member of the league. Additional Board meetings may be called by the President, as deemed necessary. The membership shall be aware of the time and place of the regular meetings. 51% of the currently filled Board of Directors with voting positions shall constitute a quorum at a Board meeting. A Board member must be present to vote. At the request of any member of the Board, a special Board of Directors meeting will be called. Section 6.2 Board Meetings Closed Sessions. Upon adjournment of any regularly scheduled Board meeting, the President may announce a closed session of elected (not appointed) Board members to discuss confidential issues pertaining to a single player, manager, coach, parent or Board Member only. 51% of the currently filled elected Board of Directors with voting positions shall constitute a quorum during closed session. Appointed positions do not attend closed sessions with the exception of Auditor. A Board Member must be present to vote in a closed session. Section 6.3 General Membership Meetings. The league shall conduct at least two general membership meetings each year. One shall be held in the spring at least twenty-one (21) days prior to the first scheduled game of the season (i.e. Team Night) and one at the conclusion of the season (i.e. Closing Ceremonies). A reasonable notice shall be provided to all members through such means, as the Board shall direct. Section 6.4 Special General Membership Meetings. A majority vote by the Board is sufficient to call a special meeting of the general membership. The general membership may call a special general membership meeting by serving a petition upon the Board bearing the signature of at least fifty percent (50%) of the general membership. Said special meeting shall then be called by the Board within ten (10) days of receipt of such petition. Section 6.5 Action Without Meeting. Subject to section 5513 of the California Nonprofit Public Benefit Corporation Law, any action including the election of Board members which under any provision of the California Nonprofit Public Benefit Corporation law may be taken at any Board, General Membership or special meeting, may be taken without a meeting if the written ballot of every member is solicited and number of ballots cast within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action. Section 6.6 Proxies. Persons entitled to vote at any meeting may do so only in person. Voting rights may not be exercised by proxies. Section 6.7 Conflict of Interest Board Members are required to abstain from voting or excuse themselves from any league meeting on any league matter where a conflict-of-interest may result.
ARTICLE 7. ELECTIONS Section 7.1 Nominations. The Board shall appoint a Nominating Committee of three Board Members chaired by the league Secretary. The nominating committee shall present a slate of officers at Closing Ceremonies for consideration and vote by the general membership. Section 7.2 Voting. All nominees must have given consent to the nomination. Election shall be by secret ballot. All ballots will be counted and announced at the conclusion of Closing Ceremonies. Section 7.3 Terms. Terms of the Board shall begin on August 1st, which shall also mark the first day of the leagues new fiscal year and end on July 31st, which shall also mark the last day of the leagues fiscal year. ARTICLE 8. INDEMNIFICATION & INSURANCE Section 8.1 Indemnification. The league shall, to the maximum extent permitted by California Nonprofit Mutual Benefit Corporation Law, and in accordance with that law, indemnify each of its agents against expenses, judgments, fines, settlements and other amounts arising by reason of the fact any such person is or was an agent of the league. For purposes of this section, an agent of the league includes any person who is or was an officer, employee or other agent of the league, or is or who was serving at the request of the league as an officer, employee or agent of another league, partnership, joint venture, trust of other enterprise, or was a director, officer, employee or agent of a league which was a predecessor league of the league or of another enterprise at the request of such predecessor league. Section 8.2 Insurance. The league shall have power to purchase and maintain insurance on behalf of any agent of the league against any liability asserted against or incurred by the agent in such capacity or arising out of the agent s status as such whether or not the corporation would have the power to indemnify the agent against such liability under provisions of this Article 8. ARTICLE 9. AMENDMENTS These bylaws or the articles of incorporation may be amended or repealed by a two-thirds vote of the Board of Directors. The leagues rules and regulations may be amended as set forth in the adopted Rules and Regulations. These Bylaws were approved and adopted by the Board of Directors on the 3rd day of January 2007. ATTEST: Tracy Mangum, Secretary Donovan Jacobs, President