Section 1. ARTICLES OF ORGANIZATION, LOCATION, CORPORATE SEAL, AND FISCAL YEAR
- 1.1. Articles of Organization.
The name of the Corporation shall be as set forth in its Articles of Organization, as may be amended from time to time. These By-laws, the powers of the Corporation and of its directors and officers, and all matter concerning the objective, conduct and regulation of the affairs of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Articles of Organization as from time to time in effect.
- 1.2. Location. The principal office of the Corporation in the Commonwealth of Massachusetts shall initially be location at the place set forth in the Articles of Organization of the Corporation.
- 1.3. Corporate Seal. The directors may adopt and alter the seal of the Corporation.
- 1.4. Fiscal Year. The fiscal year of the Corporation shall end on the last day of December in each year.
- 1.5. Gender. The pronoun "he" or "his," when appropriate, shall be construed to mean also "she" or "her."
Section 2. Objective
- 2.1. The corporation objectives of the Corporation are:
- (i) to provide an opportunity for children who are residents of and/or students in the Town of Wellesley to participate in supervised athletics, particularly baseball and softball, and in connection therewith to organize groups of children into teams to compete against each other and others in athletic endeavors, particularly baseball and softball;
- (ii) to promote and develop in all children the qualities associated with good sportsmanship, civic involvement and athletic achievement;
- (iii) to educate coaches, children and their families about the games of baseball and softball and the skills required for playing such games and to stage clinics and provide other instruction for such coaches and children;
- (iv) to develop and promote an appreciation for and love of the games of baseball and softball; and
- (v) to perform any activities deemed appropriate in furtherance of the foregoing.
- 2.2. To achieve these objectives, the Corporation will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletics skill or the winning of games is secondary, and the molding of future citizens is the prime importance. In accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, the Corporation shall operate exclusively as a non-profit educational organization providing a program of competitive baseball and softball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual.
Section 3. MEMBERS
- 3.1. Any (i) parent of a child or children participating during a calendar year in the activities of the Corporation, (ii) person 18 years or older elected or appointed to the role of a member of the Board of Directors, Officer, Committee Member, Manager, Coach, Umpire, or Volunteer in local league activities, or (iii) other person 18 years or older sincerely interested in active participation to further the objectives of the Corporation, may apply during (but not before the first day of) a calendar year to become a member through December 31 of that calendar year and must contribute at least five (5) hours of service during such calendar year for benefit of the Corporation to become a member. The directors shall act upon all such applications, applying such criteria as adopted. All members meeting such criteria shall be eligible. The Clerk of the Corporation shall keep a record of the membership.
- 3.2. At least once a year and as determined by the Board of Directors, the full membership will be afforded an opportunity to meet and take action for such business as specified in the notice of the meeting. Notice of any meeting of members shall be given in writing and shall be mailed, or sent by facsimile or electronic means, except as herein or by statute otherwise provided, to the last recorded address of each member not less than seven (7) days before the date appointed for the meeting. All notices of meeting shall set forth the place, date, time and purpose of the meeting.
- 3.3. An Annual Meeting of the members shall be held on the second Tuesday in December in each year (unless that day is a legal holiday at the place where the meeting is to be held, in which case the meeting shall be help at the same hour on the next succeeding day that is not a legal holiday), or at such other earlier or later date and time as shall be determined from time to time by the directors or by the president with proper notice provided to the Members. At the Annual Meeting, the Members shall determine the number of Directors to be elected for the ensuing year, elect such number of Directors, receive reports, review the By-laws, appoint committees, if necessary, and transact such other business as may properly come before the meeting. An oral report shall be presented at the Annual Meeting that includes (i) the condition of the Corporation, (ii) a general summary of funds received and expended by the Corporation for the previous year, the amount of funds currently in the Corporation's possession, and the name of the financial institution where such funds are maintained, (iii) the whole amount of real and personal property owned by the Corporation, and (iv) for the prior year, the amount and nature of property acquired, and persons to which such funds have been made. After the directors are elected, the Board of Directors shall meet to elect the officers, which shall include a President, Vice President, Treasurer and Clerk.
- 3.4. Every member entitled to vote at a meeting of members may authorize another person or persons to act for him or her by proxy to the extent provided in this Section 3.4. Every proxy must be signed by the member or his or her attorney-in-fact. The validity of any proxy authorized hereunder shall be limited to one (1) Annual Meeting of members, and any adjournments thereof, and shall in any event expire sixty (60) days after the date of notice of any such Annual Meeting of members has been given hereunder. Notwithstanding the foregoing, every proxy shall be revocable at any time at the pleasure of the member executing it, except as otherwise provided therein and as permitted by law.
- 3.5. The presence in person or by proxy at the Annual Meeting of members of at least fifteen (15) members or at least twenty percent (20%) of the members of the Corporation in good standing and entitled to vote shall be required to constitute a quorum for the transaction of business. In the absence of a quorum, the members present or by proxy may adjourn the meeting to a date within fourteen (14) days of the meeting.
- 3.6 Except as otherwise provided by statute, all matters that come before the meeting shall be decided by majority vote of the members present in person or by proxy, if a quorum is present. Every member of the Corporation in good standing shall have one (1) vote at a meeting of members.
- 3.7 The voting directors may designate certain persons or a group of persons as sponsors, benefactors, contributors, advisors or friends of the Corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and, except as the voting directors shall otherwise designate, shall in such capacity have no right to notice of or to vote at any meeting, shall not be considered for purposes of establishing a quorum, and shall have no other rights of responsibilities.
Section 4. BOARD OF DIRECTORS
- 4.1. Powers and Number. The general management of the affairs of the Corporation shall be vested in a board of not less than three (3) nor more than thirty (30) directors, and the Corporation shall have all the powers and enjoy all the privileges granted by the laws of the Commonwealth of Massachusetts to corporations organized under Chapter 180 of the General Laws, as amended. Any action or vote required or permitted to be taken under applicable law shall be taken by action or vote to the directors of the Corporation.
- 4.2 Election. The initial board of directors shall be comprised of the individuals who are listed as the directors of the Corporation in the Articles of Organization. The current board of directors shall be those individuals elected at the prior Annual Meeting. Subsequent to the Annual Meeting and at any special or regular meeting of the Board of Directors during the year, the voting directors, when a quorum is present, may (i) replace a vacancy on the Board with a non-voting director, (ii) increase the number of non-voting directors and appoint new non-voting directors to fill any vacancies on the Board, and (iii) decrease the number of directors, but only to eliminate vacancies existing by reason of the death, resignation, removal or disqualification of one (1) or more directors.
- 4.3. Term of Office. Each director shall hold office until his successor is elected and qualified, or until he sooner dies, resigns, is removed, or becomes disqualified.
- 4.4. Committees. The directors eligible to vote may, by vote of a majority of the directors then in office, elect or appoint one (1) or more committees and delegate to any such committee or committees that consist solely of directors any or all of the powers of the directors, except those which by law, by the Articles of Organization or by these By-laws they are prohibited from delegating. Unless the directors otherwise designate, committees shall conduct their affairs as nearly as may be in the same manner as is provided in these By-laws for the directors. The members of any committee shall remain in office at the pleasure of the directors.
- 4.5 All meetings of the Corporation's Board of Directors are open to the public for the first 20 minutes.
- 4.6 Regular Meetings. Regular meetings of the directors may be held at such places and at such times as the directors may determine.
- 4.7 Special Meetings. Special meetings of the directors may be held at any time and at any place when called by the president or by five (5) or more directors.
- 4.8 Notice of Meetings. Notice of the time and place of each meeting of the directors shall be given to each director by mail at least five (5) days addressed to him at his usual or last known business or residence address, or in person or by telephone, facsimile transmission, electronic mail or telecopy at least twenty-four hours before the meeting. Whenever notice of a meeting is required, such notice need not be given to any director if a written waiver of notice, executed by him (or his attorney thereunto authorized) before or after the meeting, if filed with the records of the meeting, or to any director who attends the meeting without protesting prior thereto or at its commencement the lack of notice to him. Neither such notice nor waiver of notice need specify the purposes of the meeting, unless otherwise required by law, the Articles of Organization or these By-laws.
- 4.9. Quorum. At any meeting of the directors, a majority of the voting directors then in office shall constitute a quorum. Any meeting may be adjourned by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.
- 4.10. Action by Vote. When a quorum is present at any meeting, a majority of the voting directors present and voting shall decide any question, including election of officers, unless otherwise provided by law, the Articles of Organization of these By-laws.
- 4.11. Action by Writing. Any action required or permitted to be taken at any meeting of the voting directors may be taken without a meeting if the same percentage of voting directors who would be required to approve such action at an in-person meeting consent to such action in writing. Such consents shall be filed with the records of the meetings of the directors and shall be treated for all purposes as a vote at a meeting. Notice of any such action by written consent shall be provided to all directors either (i) at the next meeting of directors or (ii) in writing within a reasonable time after the date such written consent is effective. For purposes of this Section 4.10, a "writing" shall include, without limitation, a facsimile transmission, an electronic mail message or a telecopy.
- 4.12. Presence Through Communications Equipment. Unless otherwise provided by law or the Articles of Organization, members of the board of directors may participate in a meeting of such board by means of a conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in personal at a meeting.
Section 5. OFFICERS AND AGENTS
- 5.1 Number and Qualification. The officers of the Corporation shall be a president, treasurer, clerk and such other officers, if any, as the directors may determine. The Corporation may also have such agents, if any, as the directors may appoint. An officer may but need not be a director. The clerk shall be a resident of Massachusetts unless the Corporation has a resident agent duly appointed for the purpose of service of process. A person may hole more than one (1) office at the same time. If required by the directors, any officer shall give the Corporation a bond for the faithful performance of his duties in such amount and with such surety or sureties as shall be satisfactory to the directors.
- 5.2. Election. The president, treasurer and clerk shall be elected annually by the voting directors at a Regular Meeting or Special Meeting of the Board. Other officers, if any, may be elected by the directors at any time.
- 5.3. Tenure. The president, treasurer and clerk shall each hold office until the next annual meeting and until his successor is chosen and qualified, and each other officer shall hold office until the next annual meeting unless a shorter period shall have been specified by the term of his election or appointment, or in each case until he sooner dies, resigns, is removed or becomes disqualified. Each agent shall retain his authority at the pleasure of the directors.
- 5.4. President and Vide Presidents. Unless the directors otherwise specify, the president shall be the chief executive officer of the Corporation and, subject to the control of the directors, shall have general charge and supervision of the affairs of the Corporation. The president shall preside at all meetings of the directors, except as the directors otherwise determine.
- 5.5. Treasurer. The treasurer shall be the chief financial officer and the chief accounting officer of the Corporation. He shall be in charge of its financial affairs, books of account, accounting records and procedures, funds, securities and valuable papers, and he shall keep full and accurate records thereof. With the advice and consent of the board of directors, he shall have power to invest and reinvest surplus funds. He shall also prepare or oversee all reports and filings required by The Commonwealth of Massachusetts, the Internal Revenue Service, and other government agencies. He shall have such other duties and powers as designated by directors or the president.
- 5.6. Clerk. The clerk shall record and maintain records of all proceedings of the directors in a book or series of books kept for that purpose, which book or books shall be kept within the Commonwealth at the principal office of the Corporation or at the office of its clerk or of its resident agent. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of the Articles of Organization and By-laws and names of all directors and the address of each. The clerk shall issue calls and notices of meetings. If the clerk is absent from any meeting of directors, a temporary clerk chosen at the meeting shall exercise the duties of the clerk at the meeting.
- 5.7. Player Agent. The player agent shall (i) record all player transactions and maintain an accurate and up-to-date record thereof, (ii) receive and review applications for player candidates and assist the President in verifying residence and age eligibility, (iii) conduct the tryouts, conduct the player draft, (iv) prepare the player agent list, (v) prepare and submit team rosters to Little League International, and (vi) notify Little League International of any subsequent player replacements of trades.
- 5.8. Safety Officer. The safety officer shall (i) be responsible for creating awareness, through education and information, of the opportunities to provide a safer environment for children and all participants of Little League and (ii) develop and implement a plan for increasing safety of activities, equipment and facilities through education, compliance and reporting.
- 5.9. Coaching Coordinator. The coaching coordinator shall (i) represent the coaches/managers in the league, (ii) present a coach/manager training budget to the Board of Directors, (iii) gain support and funds necessary to implement a league-wide training program, (iv) order and distribute training materials to players, coaches and managers, and (v) coordinate mini-clinics.
- 5.10. League Information Officer. The league information officer shall (i) set-up and manage the league's official website (site authorized by Little League International), (ii) set-up online registration and ensure the league rosters are uploaded to Little League, (iii) assign online administrative rights to other local volunteers, (iv) encourage creation of team web sites to managers, coaches, and parents, (v) ensure that league news and scores are updated online on a regular basis, (vi) collect, post, and distribute important information on league activities, (vii) administer and distribute information to league members and to Little League International, and (viii) serve as primary contact person for Little League and Active Team Sports regarding optimizing use of the Internet for league administration.
Section 6. REGISTRATIONS, REMOVALS AND VACANCIES
- 6.1. Registrations. Any director or officer may resign at any time by delivering his registration in writing to the president or the clerk or to the Corporation at its principal office. Such registration shall be effective upon receipt unless specified to be effective at some other time.
- 6.2. Removals. A director or officer may be removed with or without cause by the vote of a majority of the voting directors then in office. A director or officer may be removed for cause only after reasonable notice and opportunity to be heard before the body proposing to remove him/her.
- 6.3 Vacancies. Any vacancy in the board of directors, including a vacancy resulting from the enlargement of the board, may be filled by vote of a majority of the voting directors then in office. A director elected by the Board and not yet elected at an Annual Meeting shall be a non-voting director. The voting directors shall elect a successor if the office of the president, treasurer or clerk becomes vacant and may elect a successor if any other office becomes vacant. Each such successor shall hold office until his successor is chosen and qualified, or in each case until he sooner dies, resigns, is removed or becomes disqualified. The voting directors shall have and may exercise all their powers notwithstanding the existence of one (1) or more vacancies in their number.
Section 7. EXECUTION OF PAPERS
- Except as the voting directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation shall be signed by the president, a vice president or the treasurer.
Section 8. COMPENSATION; PERSONAL LIABILITY
- 8.1. Compensation. The directors and officers of the Corporation shall be entitled to receive for their services such amount, if any, as the directors may determine, which may include expenses of attendance at meetings. The directors shall not be precluded from serving the Corporation in any other capacity and receiving compensation for any such services.
- 8.2. No Personal Liability. The voting directors, non-voting directors, and officers of the Corporation shall not be personally liable for any debt, liability or obligation of the Corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against, the Corporation, may look only to the funds and property of the Corporation for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the Corporation.
Section 9. RECEIPT AND DISBURSEMENT OF FUNDS
- The board of directors may designate such other officer or officers who in addition to or instead of the treasurer shall be authorized to receive and receipt for all moneys due and payable to the Corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefor. Funds of the Corporation may be deposited in such bank or banks or with such other corporations, firms, or individuals as the board of directors may from time to time designate.
Section 10. AMENDMENTS
- These By-laws may be altered, amended or repealed (i) by written consent of a majority of the voting directors or (ii) at any regular or special meeting of the voting directors, notice of which shall specify the subject matter of the proposed alteration, amendment or repeal of the Sections to be affected thereby, by vote of a majority of the directors.