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North Brunswick Baseball / Softball Association BY – LAWS AND CONSTITUTION NORTH BRUNSWICK BASEBALL ASSOCIATION INC. Revised Nov 29, 2001 Adopted Dec 13, 2001 TABLE OF CONTENTS Article I. NameThe Organization shall be known as: NORTH BRUNSWICK BASEBALL ASSOCIATION, INCORPORATED; hereafter referred to as NBBA. The Organization shall trade as: NORTH BRUNSWICK BASEBALL AND SOFTBALL ASSOCIATION; hereafter referred to as NBBSA. Article II. PurposeThe objective of the NBBSA shall be to implant firmly in the boys and girls of our program, the ideals of good sportsmanship, honesty, loyalty, courage, and a respect for authority. In this way, they may be well-adjusted, stronger and happier boys and girls, to grow to be decent, healthy, trustworthy adults. To achieve this objective, the NBBSA will provide a supervised program of competitive baseball and softball. Playing rules will be based upon the organization under which NBBSA`s Board of Directors chooses to be chartered with, plus local rules stipulated in ARTICLE III CHARTER. Directors, Officers, and all NBBSA Members shall bear in mind that the TYPE OF LEADERSHIP extended to boys and girls is of PRIME IMPORTANCE and that stressing of exceptional athletic skills or winning games is secondary to the prime objective. Article III. CharterThe NBBSA Board of Directors may be chartered by a national or local organization, at its discretion. The OFFICIAL PLAYING RULES and REGULATIONS of the Charting Organization shall be binding on NBBSA. Local Rules of NBBSA may be adopted providing that such Local Rules do not conflict with the OFFICIAL PLAYING RULES and REGULATIONS of the Charting Organization. Article IV. MeetingsItem A Regular MeetingsRegular Meetings of the Membership shall be held one evening per month in each of the twelve months of a year. These meetings shall conduct the on-going business of NBBSA. Meetings are open to all NBBSA Members and guests, however voting shall be limited to Board Members with Voting Privileges as provided in ARTICLE V, Item B. On occasion, a meeting may carry over to a second evening during the month. Item B Annual MeetingsThe Annual Meeting will be held during September in each year for the purpose of electing a Board of Directors, Officers, and for receiving the Treasurers Report for the year to date and any other business that may come before the Board at this meeting. The Annual Meeting will be held the same evening as and will precede September`s Regular Meeting. Item C Special MeetingsThe President may call when necessary a special meeting of the Board to address a specific item or items, which the President feels, cannot be dealt with at the next Regular Meeting. The presence of Fifty Percent (50) of the Voting Board shall be necessary to constitute a quorum. Article V. Election and Installation of Directors/OfficersItem A Nomination of CandidatesIn the month of August, the President will appoint a nominating committee consisting of a Chairperson and two members, all of which are current voting members of Board of Directors. The President shall instruct them to prepare a slate of Officers and Directors for recommendation to the membership at the September meeting to stand for election for the next year. The voting members of the Board of Directors will determine the number of Directors to be elected for the next year. In the month of September, the Nominating Committee shall present its report to the membership. In addition nominations shall be accepted from the floor and the nominations will be closed. The Secretary shall read the candidates for all offices, including the nominations for the Board of Directors. The nomination shall be restrictive to the extent that no person shall be nominated who is not eligible to hold office, nor shall they be nominated for more than one office. Item B Election ProcedureThe President shall relinquish their office to the Chairperson of the Nominating Committee who shall preside over the election. If there is no contest, the Chairperson shall direct the Secretary to cast a vote for each of the candidates for each office and declare them elected by unanimous vote. In the event of a contest for any office(s), the election shall be held by secret ballot. The Chairperson and the two members of the Nominating Committee shall instruct the membership concerning the distribution, collection, and the counting of the ballots. The Chairperson shall announce the candidates for each office and direct the votes to be taken. As the votes are tallied for each office, the Chairperson shall, announce the name of the winner; no totals will be announced unless the losing candidate(s) requests the totals be given. Each candidate shall be permitted to have a Watcher to oversee the counting of the votes if they so desire. Newly elected Officers and Directors shall take office the first month following the Annual Meeting (October). All Officers and Directors are elected for a term of ONE YEAR. Article VI. MembershipItem A PlayersAny boy or girl, meeting the requirements as set forth in THE OFFICIAL REGULATIONS AND RULES OF THE CHARTING ORGANIZATION, and who resides within the geographical boundaries of the NBBSA, as recognized by the charting organization, shall be eligible for participation. However they shall have no rights, duties, or obligations in the management or properties of NBBSA. Item B NBBA MemberAny adult who demonstrates a real interest in furthering the objectives of NBBSA shall be considered for Membership in NBBSA. Managers, Coaches, Volunteer Umpires, and other elected or appointed Local League Officials will be by definition members of NBBSA. Item C Board of DirectorsA Member of the Board of Directors of NBBSA is composed of those individuals who have been elected at the Annual Meeting of NBBSA in September. Additional nominations to the Board may be proposed at any time provided that such names are approved by two-thirds vote of the Board and the intent is to vote on said nominees at the next regular meeting. This intention is to be announced on the agenda of a meeting notice, mailed at least one week prior to the regular meeting. Nomination Guidelines: The NBBSA Member must have been actively involved in the league for no less than eight months. Actively involved is to mean volunteer activity (e.g. League Director, Volunteer Umpire, Committee Chair or other) and attendance at three quarters of the Monthly Board of Directors Meetings during this eight month period. Item D Voting Member/Board of DirectorsA Voting Member of the Board of Directors is an elected member who has attended at least one-half of the regular meetings beginning with and subsequent to the Annual Meeting. Any member elected after the Annual Meeting must attend one-half of the meetings subsequent to and including the date of their election to the Board. Any member who misses three (3) consecutive meetings will not be eligible to vote. Any member whose voting privilege has been barred as a result of their failure to meet attendance obligations may have such privileges restored at the meeting that the attendance obligation has been met. Item E Ex-Officio/Honorary MembershipAn Honorary Membership may, by two-thirds vote of the Voting Board at a regular meeting, bestowed upon any individual who by act or deed has demonstrated an exceptional interest in the goals, ideals, or objectives of the NBBSA. In addition any individual who has been given meritorious service to NBBSA may also be considered. Such honor may be extended to but not limited to North Brunswick Elected Officials, Public Officials, Sponsors, Guest Speakers Etc. Item F Special MembershipSpecial Membership may be given to other Baseball or Softball Organizations who may wish to participate in NBBSA`s baseball or softball program. But whose organization may not have enough children to participate to form a certain division (e.g. neighboring organization may have enough children to form major league team but not enough to for a Major League Division). This membership may be approved by a two-thirds vote of the Board at a regular or special meeting. The Board will also set the cost of the participation. This Special Membership is for one year only. Item G Termination of MembershipA NBBSA Board Member Membership may be terminated either by voluntary resignation, or by action of the Board of Directors in accordance with the procedures set forth in ARTICLE VII # 5. Article VII. Board of DirectorsThe Management of the property and affairs of NBBSA shall be vested in the Board of Directors. Only members of the Board of Directors shall be eligible to assume the duties of the Officers of the NBBSA. Item A Duties and Powers1) At the Annual Meeting, the Voting members of the Board shall determine the number of Directors to be elected for a term of one year.2) The presence of Fifty Percent (50%) of the voting members of the Board of Directors will constitute a quorum.3) The Board will have the power to appoint any standing or special committees it deems necessary and to delegate such powers to them as the Board deems advisable.4) The Board may adopt such rules and regulations for the conduct of meetings and the management of NBBSA.5) The Board shall have the powers at any regular or special meeting to discipline, suspend, or remove any Director, Officer or member for cause. The above will require a two-thirds vote of a quorum of the Board. In addition, the Board may adopt Home Rules to govern discipline.6) The Board, at the Annual Meeting, will receive a report from the President showing the amount of property, real or personal, owned or leased by NBBSA and the condition of NBBSA. In addition, the Treasurer will present a complete Financial Report to the Board showing all monies applied, appropriated, or expended during the year. In addition, the Treasurer, in their report, will give a detail report on the purposes of the above. All reports will be made a part of the official minutes of the Annual Meeting.7) The Board may appoint and prescribe the duties or functions of procedural committees as may be in accordance with the local needs of the NBBSA8) The Board of Directors are empowered to appoint such other Officers or Agents as it may deem necessary or desirable and may prescribe the powers and duties of each, and may fill any vacancy which may occur in any office.Article VIII. Officers: Duties and PowersThe officers of the NBBSA Board of Directors shall consist of a President, one or more Vice Presidents, one or more Secretary`s, a Treasurer, and a Player Agent; all of who will hold office for the ensuing year or until their successors is duly elected. In order to be elected as an Officer of NBBSA, an individual must have a minimum of one year as a Voting Member of the Board of Directors, as of the Election Date. Item A President1) The President shall be responsible for conducting the affairs of the NBBSA and for executing the policies and by-laws as established by the Board of Directors.2) The President shall present a report of the condition of NBBSA at the Annual Meeting and at such other times as the President or Board deems appropriate. The President shall communicate to the Board such matters and make such suggestions as may in the President`s opinion tend to promote the welfare of the Organization.3) The President shall be responsible for the conduct of the NBBSA in strict conformity to the policies, principles, rules, and regulations of the Charting Organization as agreed to under the conditions of the Charter issued to NBBSA by that organization.4) The President shall with the assistance of the Player Agent, examine the applications and supporting proof-of-age document of every player candidate; in addition, the President will certify to residence and age eligibility before the child may be accepted for player membership, tryouts, and selection.5) The President may issue a call for a special meeting with twenty-four hour notice given to each Board Member in writing, by phone, or in person for that meeting.6) The President shall appoint all League Directors, Managers, and Coaches with the approval of the Board.7) The President shall have the authority to suspend immediately, pending a hearing before the Board of Directors, any League Director, Manager, Coach or Player, who in the Presidents opinion, violated the spirit and objectives of the by-laws of NBBSA.8) The President shall be responsible for all keys, but may assign the keys to members he deems necessary.9) The President, with the approval of the Board of Directors, may appoint all Committee Chairs and members.10) The President shall be an Ex-Officio member of all committees.Item B Vice President(s)In the case of absence or disability of the President, the Vice President(s) shall perform the duties of the President and when so acting shall have all the powers of that office and also any duties as assigned by the Board. In the case of more than one Vice President, the President shall assign the individual Vice President to assume his duties. In the case of a disability, the Board will appoint the individual Vice President to assume the duties of the President. Item C Secretary(s)1) The Secretary(s) shall be responsible for recording the activities of the NBBSA and maintaining appropriate files, mailing lists, and necessary records.2) The secretary(s) shall maintain a list of Directors, and all committee members of NBBSA and shall give written notice of all meetings of NBBSA, the Board of Directors, Committees, to keep minutes of the members of the Board of Directors and cause them to be recorded in a book kept especially for that purpose.3) The Secretary(s) shall maintain attendance records and report to the President prior to each meeting, the names of the Board of Directors eligible to vote on matters coming before tile Board for consideration.Item D Treasurer1) The Treasurer shall keep records of the receipt and disbursement of all monies or securities of NBBSA.2) The Treasurer shall receive all monies or securities and deposit them in a depository approved by the Board of Directors. Such monies shall be withdrawn by check signed by the Treasurer, President or Vice President(s) for payment of bills as approved by the Board of Directors. Any check exceeding $500.00, shall have two approved signatures.3) The Treasurer shall submit monthly reports to the Board for the purpose of ascertaining Income and Expense as compared to the approved Budget. The Treasurer shall bring to the attention of the Board any expense line item that is in danger of exceeding the approved Budget. The Board of Directors must approve this over expenditure.4) The Treasurer, at the Annual Meeting, shall submit the Financial Records to a committee as designated for Audit.Item E Player Agent1) The Player Agent shall record all Player transactions and maintain an up-to-date record thereof.2) The Player Agent shall receive and review applications for Player candidates and will assist the President in checking residence and age eligibility.3) The Player Agent shall conduct the Player Draft, and all other player transactions or selection meetings and prepare a Players Agents list and prepare for the Presidents signature and submission as required, to the Charting Organization, team rosters, including players claimed and the tournament team eligibility.4) The Player Agent`s decision on the draft or trades will be final.5) The Travel Team Coordinator shall through the Player Agent, prepare the Tournament Team Eligibility Affidavit for the President`s signature.Article IX. Managers, Coaches, UmpiresThe President will present Managers, Coaches, and The Umpire-In-Chief annually to the Board of Directors for approval. 1) Managers and Coaches shall be RESPONSIBLE for the SELECTION (All teams except T-Ball, Baseball Farm League, Softball Rookie League and Softball Minor League) and TRAINING of their teams.2) Managers, Coaches, and Umpires shall be RESPONSIBLE for their ACTIONS ON THE FIELD.3) The Umpire-In-Chief shall be RESPONSIBLE along with the President for the selection and training of volunteer umpires. A professional umpire (e.g. Federation Umpire) will conduct the actual training of volunteer umpires at a clinic so designated by the Umpire-In-Chief and President.4) There will be one Official Manager and up to two Coaches for all teams. All Managers and Coaches are to present to the Safety Officer proof that they are S.A.F.E.T.Y. certified. Managers or Coaches are not allowed any interaction with the Players until the Safety Officer accepts the proof of certification.Article X. Safety Officer1) The President shall appoint a Safety Officer, with approval of the Board of Directors.2) The Safety Officer shall establish Policies and Procedures that will be KNOWN, UNDERSTOOD AND PRACTICED by all players, managers, coaches and adult personnel associated with NBBSA.3) The Safety Officer will perform periodic inspections of playing facilities and equipment. If need be repairs will be completed.4) The Safety Officer will be prepared for any emergencies to the best of their ability, investigate all accidents and recommend corrective measures.5) The Safety Officer will be responsible for processing all insurance claims, assist managers in processing claims and distribute payments to claimants or to claimant’s parents.6) The Safety Officer and President will be responsible for holding a clinic on basic First Aid to all Managers and Coaches.7) The Safety Officer shall obtain proof of S.A.F.E.T.Y. Certification and collect Megan’s Law forms from all applicants for manager and coaching positions. The Safety Officer shall maintain an ongoing file of all managers and coaches to be approved by the Board of Directors.Article XI. CommitteesThe Board of Directors or the President may appoint and prescribe the duties or functions of all committees in accordance with local necessity. (e.g. Finance, Grounds, Safety, etc.) Article XII. Finance/AccountingThe Board of Directors of NBBSA shall have the final say on all Finance matters pertaining to NBBSA. The NBBSA Treasury shall be defined as one checking account and one interest bearing account. The Board of Directors shall not permit the contribution or distribution of funds or properties to individuals or teams unless for the common use and good of NBBSA. This does not preclude the receipt of funds from individuals, organizations, or corporations for the sponsorship of teams as deemed appropriate by the Board of Directors. The Board of Directors shall not permit the solicitation of funds on behalf of NBBSA unless approved by the Board, and all funds raised are deposited in the Treasury of NBBSA. The Board shall not permit the disbursement of funds for the purposes other than the conduct of NBBSA league activities. No disbursement of funds exceeding or outside budgetary expenditures shall be made without prior approval of the Board of Directors. Article XIII. Dues/Players RegistrationA PROCESSING FEE in the amount to be determined annually by the Board shall be established prior to the date first set for PLAYER REGISTRATION; NO children shall be excluded from PLAYER MEMBERSHIP due to financial hardship. The Player Agent and President shall have the right to waive this fee and report it to the Board. The name(s) of the individual will not be public. Article XIV. Distribution of Property Upon DissolutionUpon dissolution of NBBSA and after payment of all outstanding debts or claims, the Board of Directors shall direct all the remaining assets of NBBSA to another entity, which maintains the same objectives as, set forth herein. Which are or may be entitled to exemption under Section 501(c) (3) of the Internal Revenue Code or any future corresponding provision. Article XV. Amendments/Revision Constitution or By-LawsThe Constitution or By-Laws of NBBSA may be amended, revised, repealed, or altered in whole or part, by a majority vote of a quorum of the BOARD OF DIRECTORS of NBBSA at any meeting provided such changes are given in writing at least TEN DAYS prior to such meeting. THE SIGNATURES BELOW, OF THE ELECTED OFFICERS OF NORTH BRUNSWICK BASEBALL ASSOCIATION INC, ATTEST TO THE ADOPTION OF THESE REVISED BY-LAWS, BY THE BOARD OF DIRECTORS ON THE DATE LISTED BELOW. DATED – December 13, 2001
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