Article I
A. The name of this corporation shall be NORTHEAST
BASEBALL/SOFTBALL ASSOCIATION.
B. The principal office
of this corporation shall be in the CITY OF BEL AIRE, SEDGWICK COUNTY, KANSAS
C.
The corporation’s purpose is as stated in the Articles of Incorporation
MEMBERS
Article II
A.
Each parent listed on the duly completed annual registration for his or her child who has been accepted as a participant in
the Association’s activities shall be a member of the Association, with all rights and privileges thereof, from April
1 of the year of such registration until April 1 of the following year.
B.
The rights and privileges of membership shall include the right to vote for the board of Directors and to appear before the
Board of Directors at any Board meeting.
C. No member shall interfere
with the operation of any game, including disputing plays, except a Director or League Representative requested to do so by
a Coach or Umpire.
D. The annual meeting of members shall be
held in October of each year, upon 30 days notice by mail to all member, at such time and place as determined by the Board
of Directors. The Board of Directors may call for a special meeting of member, which may be held upon 10 days notice by mail
to all members. A quorum for any meeting of members shall be thirty (30) members. The decision of a majority of members present
at any meeting of members shall be the decision of the membership, except as otherwise herein provided.
BOARD OF DIRECTORS
Article III
A. The corporation shall be administered
by its Board of Directors. All property and business affairs of the corporation shall be managed by it’s Board of Directors.
B. The Board of Directors shall consist of 11 Directors. A Director must be a member
of the corporation at the time of his election as Director. Five directors shall be elected by members at the annual meeting
held in even- numbered years. At the annual meeting of members held in 1990, the five directors who are listed last in Article
NINTH of the Articles of Incorporation shall be succeeded by newly-elected directors. The remaining six directors shall be
elected by members at the annual meeting of members held in odd- numbered years.
C.
The term of office for a Director shall be two years, renewable by election
D.
In the event of a vacancy on the board of Directors, the Board shall elect a replacement, who must be a member, at the next
regularly scheduled meeting or a special meeting of the board. The new Director shall serve the balance of the unexpired term
of the vacated position.
E. The board of Directors shall establish
procedures for the orderly operation of the corporation, and shall schedule their meetings as they deem appropriate. Meetings
of the Board shall be held whenever called by the President, or in his absence by the Executive Vice President, or by a majority
of the directors, upon personal notice or notice by mail to each director.
F.
A quorum of directors will be 6. A quorum of directors must be present for business to be conducted. A decision of the majority
of directors present shall be the decision of the Board, except that no action may be taken by the board except upon the affirmative
vote of at least five directors for such action.
G. The Board
of Directors shall organize all youths completing a valid registration form, and paying the registration fee, into baseball
and softball teams. All teams formed by the corporation shall be affiliated with a minimum of one baseball or softball league.
OFFICERS
Article IV
A.
The officers of this corporation shall be elected by the Board of Directors, and shall consist of a President, an Executive
Vice-President, three Vice-Presidents, a Secretary and a Treasurer. The term of office for each officer shall be one year
or until his successor is elected. However, the term of office of the first officers shall end at the close of the first meeting
of directors following the first annual meeting of members.
B.
The Responsibilities of the President:
1. The President shall
be the chief executive officer of the corporation and shall preside at all meetings of the board of Directors and members.
The President shall also have general and active management of the business of the corporation subject to the direction of
the board of Directors.
2. The President shall provide for the
discharge of necessary duties of an absent member of the Board of Directors.
3.
The President shall perform the normal administrative functions necessary to accomplish the goals of the corporation.
4. The President shall be authorized to execute notes, mortgages, deeds, agreements,
and other contracts in the name of this corporation, pursuant to a resolution of the Board.
5.
The President does not vote at meetings, except in the case of a tie vote.
C.
The Responsibilities of the Executive Vice-President
1. In the
event of the temporary absence of the President, the Executive Vice-President shall preside at all meetings of the Board of
Directors and members and assume all of the responsibilities of the President.
2.
The Executive Vice-President must maintain a record of all active members, and shall carry out such other duties as are assigned
to him by the President or the Board.
D. The Responsibilities
of the Vice-President:
1. An elected Vice President shall represent
each division of play: Baseball, Softball, and T-ball.
2. Each
Vice-President shall be responsible for all operations of the division he represents. This includes, but is not limited to,
organization of coaches, maintenance and distribution of equipment and uniforms.
E.
The Responsibilities of the Secretary
1. The Secretary shall
record and maintain the minutes of the meetings of Directors and members. The Secretary shall be responsible for recording
all voting.
2. The Secretary shall make a reasonable effort to
distribute registration information to youths residing within the corporation’s geographic area.
3. The Secretary shall inform all members of membership meetings.
F. The Responsibilities of the Treasurer
1.
The Treasurer shall be responsible for all money handled by the corporation.
2.
The Treasurer will report all income collected and expenses incurred by the corporation.
3.
The Treasurer will assist in any cash flow projection or other financial planning at the direction of the Board of Directors.
4. The Treasurer shall provide bond for the faithful performance of his duties in
such sum and with such sureties as may be required by the Board of Directors.
G.
In the event of a vacancy in any office, the Board shall elect a replacement, who must be a director, at the next regularly-scheduled
meeting or a special meeting of the Board. The new Officer shall serve the balance of the un-expired term of the vacated position.
H. The Board of Directors shall have the authority to remove an officer from office.
The motion to remove an officer must be approved by two-thirds of the entire board of Directors and will be effective immediately.
Such action shall be announced at the next meeting of members.
ELECTION PROCEDURE
Article V
A.
The Board of Directors shall appoint an Election Committee to assist the Secretary in the nomination and election process.
The committee shall consist of no more than 15 members.
B. The
Election Committee shall announce and accept nominations for the available positions. All members shall be encouraged to nominate
candidates.
C. All Nominations shall be submitted in writing
to the Secretary. All nominations must bear the signature of at least three members. Nominations shall close two weeks before
the annual meeting of members.
D. The Election Committee may
establish a procedure for mailing ballots to and receiving ballots by mail from members. Such procedure shall be subject to
approval of the Board of Directors.
E. The Election Committee
shall count the ballots during (or, if a mail ballot procedure is used, immediately prior to) the meeting of members. The
results shall be announced before the close of the meeting.
MISCELLANEOUS
Article
VI
A. The fiscal
year of the organization shall be October 1 to September 30.
B.
At-large Committees may be appointed by resolution of the Board of Directors to serve at the pleasure of the Board, including
a Rules Committee for each division.
C. The Board of Directors
may establish a code of Conduct, repeated violation of which shall be grounds for cancellation of the membership and removal
of the offender from the Association, by two-thirds (2/3) majority vote of the board of Directors.
D.
There shall be at least one parents’ and one coaches’ meeting prior to the start of any baseball or softball season.
AMENDMENTS
Article VII
A.
Amendments to these Bylaws shall not conflict with any rule of any affiliation the Association has under contract.
B. An amendment to these Bylaws may be proposed by resolution of the Board of Directors,
or of ten percent (10%) of the members, or 45 members, whichever is less. Any such resolution shall be in writing and shall
be accompanied by the written opinion of an attorney as to the legality and advisability thereof.
C.
The Secretary shall advise members of the nature of any such resolution in the notice of the annual meeting of members.
D. Such resolution must be approved by affirmative vote of two-thirds of the members
present at the annual meeting.