February 20, 2005
Back River Surge Girls Fast Pitch Softball Club
BYLAWS
TABLE OF CONTENTS
ARTICLE
I. NAME
II. PURPOSE
III. MEMBERSHIP
IV. MEETINGS
V. BOARD OF DIRECTORS
VI. COMMITTEES
VII. FINANCIAL POLICIES
VIII. FISCAL YEAR
IX. DUES
X. LIABLITIY
XI. AMENDMENTS
February 20, 2005
Back River Surge Girls Fast Pitch Softball Club
BYLAWS
ARTICLE I.
NAME
The name of this corporation is the Back River Surge Girls Fast Pitch Softball Club, Inc, (BRGFPSC).
ARTICLE II.
PURPOSE
This corporation is a voluntary, nonprofit organization within the meaning of Section 501 (c)(3) of the
Internal Revenue code. The primary purpose of this corporation is the establishment and supervision o fan
educational, training, and competitive recreational program of girl’s softball. The program is available to
all persons who, desiring to participate, are eligible according to the rules and guidelines established by
BRSGFPSC.
ARTICLE III.
MEMBERSHIP
Eligibility. Membership in the Back River Surge is open to the parents or legal guardians of players that
have been selected to play on a Back River Surge Softball team. Players will be selected in accordance
with policies adopted by the Board of Directors. Parents with more than one child in the BRSGFPSC will
be allowed one vote of reach child currently on the roster of a registered BRSGFPSC team. Only members
in good standing with the BRSGFPSC will be allowed to vote at the annual meeting and at any other
special meeting called by the Board of Directors.
Member Conduct. Members at any level may be removed from the BRSGFPSC for conduct prejudicial to
the good name and purpose of the league. Removal of any member shall require an affirmative vote of
two-thirds of the members of the Board of Directors present at a regular meeting or at a special meeting
called for that purpose. NO vote shall be taken on an action for removal until the person(s) concerned has
been given an opportunity for a hearing before the Board of Directors at this meeting.
ARTICLE IV
MEETINGS
Regular meetings of the Board of Directors shall be held at any suitable and convenient location as may be
designated by the BRSGFPSC President. The BRSGFPSC Annual Meeting shall be held each year in the
month of September. At each Annual Meeting, the Board of Directors of the BRSGFPSC, as called for
hereinafter in these By-Laws, shall be elected by ballot of the members. The members of the Board of
Directors may also transact any other BRSGFPSC business as may properly come before them. The
BRSGFPSC Secretary shall serve notices of regular meetings upon the members, either by telephone or by
mail. If circumstances arise that prevent a member of the Board of Directors from attending a scheduled
meeting, the teams normally represented by this member may designated an alternative representative to act
for the time period in which the regular member will be absent. Notice of such alternate representation
must be provided to the BRSGFPSC Board prior to the scheduled meeting. Regular meetings of the Board
of Directors will be open to the public.
The BRSGFPSC President may call a special meeting of the BRSGFPSC Board of Directors at any time.
Any tree or more members of the Board of Directors may petition the BRSGFPSC President to call a
special meeting to propose new actions to be taken by the BRSGFPSC Board or to redirect actions
previously taken by the Board of Directors. The BRSGFPSC Secretary shall serve notice of such a special
meeting, specifically stating the purpose for the calling the meeting, upon the members before the date set
for the special meeting. Normally, no business shall be transacted at a special meeting except as
specifically set forth in the notice concerning the meeting.
Quorum. At all meetings of the Board of Directors, a minimum of three directors shall constitute a
quorum for the transaction of business. At the annual meeting twenty percent (20%) of the members
established by Article II of these bylaws present at the time of the meeting is called to order ant the roll call
made, ,shall constitute a quorum for the transaction of business. After such a quorum has been established,
no acts of any member of the Board of Directors present may destroy such a quorum. The acts of the
majority of the Board of Directors members present at any meeting, at which such a quorum has been
established as stated, above, shall be the acts of the BRSGFPSC Board of Directors.
Voting. At all regular or special meetings of the BRSGFPSC Board of Directors, all questions shall be
decided by vote of the members of the Board of Directors. Questions will be decided by majority vote of
eligible members present. As the first order of business at any regular or special meeting, the BRSGFPSC
Secretary shall determine the number of voting members present. This action will be performed through
the calling of the roll of the Board of Directors. No proxies or absentee ballots shall be permitted at any
meeting of the BRSGFPSC Board of Directors.
Order of Business. The order of business at all regular meetings of the BRSGFPSC Board of Directors
shall be as follows:
1. A count of the members present, for the purpose of establishing a quorum.
2. A reading of the minutes of the proceeding meeting.
3. Reports of the BRSGFPSC Officers.
4. Reports of the BRSGFPSC Committees.
5. Election of Officers (Annual Meeting only).
6. Unfinished business.
7. New business
Meeting Structure. Robert’s Rules of Order will be the formal procedure for the proposing, approving,
and tabling of motions.
Regular Meetings. Meetings of the Board of Directors will be held on the second Sunday of the month at
a location selected by the BRSGFPSC President at 7:00pm except for the months of July and August. The
meetings will be open to the public.
Special Meetings. The President or any two members of the Board of Directors may call special meetings
of the Board of Directors. Other than regulated by statute, at any time. The Secretary shall serve advance
notice of such a special meeting, and the date, time, and location of the special meeting.
ARTICLE V.
BOARD OF DIRECTORS
Composition. The affairs of the BRSGFPSC shall be managed by a Board of Directors comprised of the
following officers who shall be elected at the Annual Meeting of the BRSGFPSC Membership:
A. President
B. Vice President
C. Treasurer
D. Secretary
E. President Pro-Tem
The number of members the Board of Directors may be increased or decrease by vote of the Board of
Directors in order to accommodate new or special committees or functions, but no decrease in the number
of members shall have the effect of shortening the term of any incumbent.
Elections of Officers. BRSGFPSC Board of Directors officers shall be elected at the Annual Meeting of
the membership, or at any special meeting called for that purpose. The slate of candidates must include all
positions on the Board of Directors, and the names of all eligible candidates desiring election to the Board
of Directors should be provided to the Secretary two weeks prior to the Annual Meeting of the
membership. Nomination may be made from the floor at the time of the election. Election under this
Article shall be by a show of hands, or by vo9ice vote. Any nominee may request the casting of written
ballots. A majority of votes cast or counted will suffice for election to office. The newly elected officers
of the Board of Directors shall assume office at the conclusion of the meeting during which the election
was held. All outgoing officers shall turn over all available records following the election, with the
exception of the outgoing Treasurer. The outgoing Treasurer may not turn over the corporate financial
records to the newly elected Treasurer until said records have been audited. A committee composed of at
least three individuals, the chairperson of which committee must be a member of the Board of Directors,
may perform an audit.
Term of Office. The term of office of each Board member shall be for one year, and thereafter until
his/her successor has been elected. Vacancies shall be filled by a majority vote of the Board of Directors.
A nominee for the vacated office on the Board of Directors shall be a meeker of the BRSGFPSC. Each
Board member shall hold office for the term in which he/she is elected and further until a successor shall be
elected.
Duties. The Board of Directors shall have control and general management of the affairs and business of
the BRSGFPSC.
DUTIES OF THE BOARD OF DIRECTORS OFFICERS
President. The duties and responsibilities of the President shall be:
1. To be responsible for directing the affairs of the BRSGFPSC so as to further its purpose and
objectives.
2. To be present and preside at all meetings of the Board of Directors.
3. To cause to be called special meetings of the Board of Directors.
4. To sign and make all contracts and agreement in the name of the BRSGFPSC, with the
approval of the Board of Directors. All financial transactions shall be submitted to the
Treasurer for disbursement.
5. To ensure that the records, reports, statements, and certificates required by statute are properly
kept, made and filed according to applicable law and according to the requirements of
member-affiliated organizations.
6. To have the authority to cosign all notes, drafts, bills of exchange, warrants, or other orders
for the payment of money.
7. To maintain a “turnover” file of all pertinent correspondence and other informational items.
8. To ensure that these bylaws are observed and to perform all other duties incidental to the
position and office as required by law.
Vice President. The Vice President performs all duties assigned by the President. During any absence or
inability of the President to perform his/her duties or exercise his/her powers as set forth in these bylaws,
such duties and powers shall be exercised an performed by the Vice President. When so acting, the Vice
President shall have all of the powers and be subject to all of the responsibilities hereby given to or
imposed upon the President. The Vice President has the authority to cosign all notes, drafts, bills of
exchange, warrants or other orders for the payment of money.
Secretary. The duties of and responsibilities of the Secretary shall be:
1. To keep the minutes of all meetings and serve all notices of the BRSGFPSC, to be custodian
of the records and the seal, and to affix the latter when required.
2. To keep the corporate records in the manner prescribed by law, so as to show at all times the
manes of the members of the Board of Directors an voting members of the club,
alphabetically arranged, their respective places of residence, post office address, and the
date on which each person attained his/her perspective position.
3. To retain corporate records, specifically, records that are subject to inspection.
4. To permit the President or other members to make extraction from said records to the extent
as prescribed by law.
5. To be responsible for the collection of communications addressed to or received in the name
of the BRSGFPSC, and present such communications to the Board of Directors at their
meetings.
6. To prepare and distribute all communications and correspondence required within these
bylaws, on behalf of BRSGFPSC.
7. To ensure that a list o fall eligible candidates for election to the Board of Directors is
presented to the general membership at the Annual Meeting of the Board of Directors.
8. To have the authority to cosign all notes drafts, bills of exchange, warrants or other orders for
the payment of money.
Treasurer. The duties and responsibilities of the Treasurer shall be:
1. To have the care, custody and responsibility for all the funds and securities of BRSGFPSC,
and deposit all such funds in the name of the club in such banks, trust company(s), or safe
deposit vault(s) as the Board of Directors may designate.
2. To sign, make and endorse in the name of BRSGFPSC all checks, drafts, ,warrants, and
orders for the payment of money and pay out and dispose of same and receipt thereof, under
the direction of the Board of Directors.
3. To exhibit at all reasonable times the BRGFPSC books and accounts to any member of the
club.
4. To render a statement of the financial condition of the league at each regular meeting of the
BRSGFPSC and at such other times as shall be required; and to render a complete financial
report at the Annual Meeting of the membership.
5. To keep accurate and complete accounting and financial records of the BRSGFPSC
President Pro-Tem. The President Pro-Tem performs all duties assigned by the President. During any
absence or inability of the Vice President to perform his/her duties or exercise his/her powers as set forth in
these bylaws, such duties and powers shall be exercised an performed by the President Pro-Tem. When so
acting, the President Pro-Tem shall have all of the powers and be subject to all of the responsibilities
hereby given to or imposed upon the President. The President Pro-Tem has the authority to cosign all
notes, drafts, bills of exchange, warrants or other orders for the payment of money.
ARTICLE VI
COMMITTEES
Candidate Search Committee. The Candidate Search committee shall be responsible for assembling a list
of eligible and responsible persons to fill elected positions on the Board of Directors. A list of all
candidates will be presented to the Secretary two weeks before the Annual Meeting of the membership as
provided elsewhere in these bylaws. The members of this committee will consist of at least two members
of the Board of Directors appointed by a vote of the majority Board of Directors.
Other Committees. The Board of Directors may appoint and disband such other committees, as they
deem appropriate. These other committees may be, but are not limited to, committees for tournaments,
bylaws, publicity, and playing rules. The Board of Directors must approve committee chairman. Member
teams may install committees for their own purposes.
ARTICLE VII
Financial Policies
Non part of the net earnings of the corporation shall benefit or be distributable to any Director of the
corporation, officer of the corporation, or any private shareholder of individual (except that reasonable
compensation may be paid for services rendered to or for the corporation in furtherance of one or more of
the purposes se forth in Article II).
No director or officer of the corporation or any private individual shall be entitled to share in the
distribution of any of the corporate assets on dissolution of the corporation.
Notwithstanding any other provisions of these articles, the corporation shall not conduct or carry on any
activities not permitted to be conducted or carried on by an organization exempt from taxation under
Section 5501(c)(3) of the Internal Revenue Code and its regulations as they now exist or as they may
hereafter be amended, or by any organization, ,contributions to which are deductible under Section
170(c)(2) of the Internal Revenue Code and regulations as they now exist or as they may hereafter be
amended.
Upon the dissolution of this corporation, after paying or adequately providing for the debts and obligations
of the corporation, the remaining assets shall be distributed to one or more nonprofit funds, foundations or
associations that have established their tax exempt under Section 501(c)(3) of the Internal Revenue Code.
The corporation shall distribute its income for each taxable year at such time and in such manner as not to
become subject to tax on undistributed income by Section 4942 of the Internal Revenue of 1986, as
amended or corresponding provisions of any subsequent federal tax laws.
The corporation shall not engage in any act of self dealing as defined Section 4941(c) of the Internal
Revenue Code of 1986, as amended or corresponding provisions of any subsequent federal tax laws.
The corporation shall not retain any excess business holdings as defined in Section 4943(c) of the Internal
Revenue Code of 1986, as amended or corresponding provisions of any subsequent federal tax laws.
The corporation shall not make any investments in such manner as to subject it to tax under Section 4944 of
the Internal Revenue Code of 1986, as amended or corresponding provisions of any subsequent federal tax
laws.
The corporation shall not make any taxable expenditure as defined in Section 4945(c) of the Internal
Revenue Code of 1986, as amended or corresponding provisions of any subsequent federal tax laws.
ARTICLE VIII
Fiscal Year
The fiscal year of the BRSGFPSC shall begin on the first day of January and end on the last day of
December in each year.
An audit committee appointed by the President shall examine the financial records of BRSGFPSC. The
audit report will be prepared in accordance with the requirements of the Board of Directors.
ARTICLE IX
Dues
The Board of Directors shall determine the amount of initiation fee, if any, and the annual dues payable to
the corporation by members. The Board will determine the time of payment of dues.
ARTICLE X
Liability
The Back River Surge Girls Fast Pitch Softball Club, Inc. cannot be responsible for any negligence or
disputes of any individual board member, between member teams, players, parents, etc. In cases of
disputes, the Board of Directors can make recommendations upon documented information brought before
the Board after discussion(s) and vote(s),
ARTICLE XI
Amendments
These bylaws may be altered or amended by an affirmative vote of the majority of the Board of Directors at
any meeting called for that purpose, provided that an advance written notice shall state the alterations,
amendments or changes which are proposed to be made in such bylaws. Only such changes as have been
specified in the advance notice shall be made. If, however, all of the members of the Board of Directors
shall be present at any regular or special meeting, these bylaws may be amended by a majority vote without
any previous notice.
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