BY-LAWS as amended 9/09/07
CLIFTON PARK BASEBALL LEAGUE, INC.
ARTICLE I - NAME
Section 1. Name
ARTICLE II - PURPOSE
Section 1. Purpose of League
Section 2. Accomplishment of Purpose
Section 3. Conformity with 501 (c)(3)
Section 4. Conformity with Section 201
ARTICLE III - MEMBERSHIP
Section 1. Eligibility
Section 2. Participation Fee
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Management
Section 2. Board Members
Section 3. Election of Board Members
Section 4. Term of Office
Section 5. Discipline of a Board Members
Section 6. Vacancies
Section 7. Increase or Decrease in Number of Board Members
Section 8. Resignation
Section 9. Committees
Section 10. Policies and Procedures
Section 11 Action of the Board
Section 12. Responsibilities of Board Members
ARTICLE V - ACTIVITY DIRECTORS
Section 1. Activity Directors
Section 3. Vacancies
Section 4. Increase of Decrease in Number of Activity Directors
Section 5. Resignation
ARTICLE VI - MEETINGS
Section 1. Open Meetings
Section 2. Annual Meeting
Section 3. Regular Meetings
Section 4. Special Meetings
Section 5. Notice of Meetings
Section 6. Quorum
Section 7. Proxies
Section 8. Rules of Order
ARTICLE VII - CODE OF CONDUCT
Section 1. Code of Conduct
Section 2. Code of Conduct Review Committee
Section 3. Procedures
ARTICLE VIII - COACHES
Section 1. Head Coaches
Section 2. Coach’s Clinic
Section 3. Assistant Coaches
Section 4. Coach’s Philosophy
ARTICLE IX - AFFILIATION
Section 1. Charter.
Section 2. Rules and Regulations.
Section 3. Division Rules
ARTICLE X - FINANCIAL AND ACCOUNTING
Section 1. Common Treasury
Section 2. No Team Solicitation
Section 3. Fund-raising
Section 4. Disbursement of Funds
Section 5. No Salary
Section 6. FDIC Chartered Bank as League Depository
Section 7. Fiscal Year
Section 8. Dissolution
Section 9. 501(c)(3) Restrictions on Activities
Section 10. Reimbursement of Expenses
Section 11. All Star Fund-raising
ARTICLE XI - AMENDMENTS
Section 1. Amendment.
Section 2. Construction.
BY-LAWS
CLIFTON PARK BASEBALL LEAGUE, INC.
ARTICLE I - NAME
Section 1. Name. This Organization shall be known as the Clifton Park Baseball League, Inc., hereinafter referred to as the "League."
ARTICLE II - PURPOSE
Section 1. Purpose of the League. The purpose of the League shall be to provide a sound, experienced and permanent organization dedicated to firmly instilling in young persons of the community a spirit of teamwork, loyalty, integrity, honesty, fair play, good sportsmanship and respect for authority. This purpose is sought with the intent to foster a setting for the young persons participating in the various programs of the League to become more well-adjusted, stronger and happier. It is the further intent of the League to advance, enlarge and perpetuate the scope and quality of amateur baseball in the area represented and served by its member teams, by stimulating public interest in amateur baseball and by providing for the instruction and education of players in baseball fundamentals. Provided, however, that the attainment of exceptional athletic or baseball skill or the winning of games is secondary in importance, and the molding of future citizens is the primary objective of the League. The conduct of all persons involved with the League must always be consistent with this objective.
Section 2. Accomplishment of Purpose. To achieve this purpose, the League will provide a supervised program under the Rules and Regulations of Babe Ruth Baseball, Inc.
Section 3. Conformity with 501 (c)(3). In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, the league shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball. No part of the net earnings shall inure to the benefit of any private shareholder, member or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise seeking or attempting to influence legislation, and the League shall not participate in or intervene in any political campaign on behalf of any candidate for public office. In addition to the foregoing, the League shall not engage in any other activities which would be prohibited activities for a not-for-profit corporation operating under the provisions of Section 501(c)(3) of the Internal Revenue Code.
Section 4. Conformity with Section 201. The League shall also conduct itself in accordance with the provisions of the New York State Not-for-Profit Corporation Law as a Type B Not-for-Profit Corporation pursuant to Section 201 thereof.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility. Any person who is domiciled within the boundaries of either the Shenendehowa School District or the Town of Clifton Park and meeting the eligibility requirements of Babe Ruth Baseball, Inc., shall be eligible to participate in League activities. Any person who is domiciled in another area may apply to the League for permission to participate in League activities.
Section 2. Participation Fee. Any person wishing to participate in a League activity shall pay a reasonable participation fee as determined by the League to assure the operational continuity of the League. The League may waive the participation fee if it determines that payment of such a fee shall result in a financial hardship for the person or his/or her family. Application for a hardship waiver must be made to the League Finance and Audit Committee, which shall have the sole authority to grant a partial or full waiver.
ARTICLE IV - BOARD OF DIRECTORS
Section 1. Management. The management of the property and affairs of the League shall be vested in the Board of Directors, hereinafter referred to as the “Board.” The members of the Board of Directors, hereinafter referred to as “Board Members,” shall, upon election, immediately enter into the performance of their duties and shall continue in office until their successors shall have been duly elected and qualified, or until their resignation or removal.
Section 2. Board Members. The Board shall consist of the following Board Members
President
Executive Vice-President
Vice President for Finances/Treasurer
Vice President for Administration
Vice President for the Babe Ruth Division
Vice President for the Cal Ripken Division
Secretary
Commissioner for Finances
Umpire-in-Chief
Commissioner for Cal Ripken Division
Commissioner for Lower Quad Parent’s Auxiliary
Commissioner for Upper Quad Parent’s Auxiliary
Commissioner for Fields and Facilities
Section 3. Election of Board Members. Any person who is interested in seeking election to the Board shall indicate their interest by notifying the League President of his or her interest. The notification shall be received by September 15 of the year in which the election is held. Candidates for League President must be current members of the Clifton Park Baseball League Board of Directors. Additionally, candidates for League President must have served a minimum of 2 years on said Board.
Board Members shall be elected at the annual meeting by a majority vote of the following individuals who are present at such annual meeting:
Current Board Members
Current Activity Directors
Current Shift Supervisors of the Parents Auxiliary
Current Head Coaches
Current Assistant Coaches
No individual shall have more than one vote.
Section 4. Term of Office. The President and Vice President for Finances/Treasurer shall be elected for a two (2) year term in alternate years and all other remaining Board Members shall be elected for a one year term.
Section 5. Discipline of a Board Member. The Board shall have the authority to discipline, suspend, or remove any Board Member when the Board determines that the conduct of such person with respect to League activities is considered detrimental to the best interests of the League. Such action will require a two-thirds (2/3) vote of all Board Members at a meeting called specifically for taking such action. The Board Member who is the subject of such action shall be notified in writing of such meeting at least five (5) days in advance of such meeting, be informed of the general nature of the charges with sufficient specificity and clarity to prepare an appropriate response, and be given an opportunity to appear at the meeting to answer such charges.
Section 6. Vacancies. If any vacancy occurs in the Board it may be filled by majority vote of the remaining Board Members at any regular or special meeting called for that purpose. In the interim, the President may temporarily appoint a Board Member to fill the vacancy until the position is filled permanently by election of the Board. A Board Member elected to fill a vacancy shall be elected to hold office for the unexpired term of his or her predecessor.
Section 7. Increase or Decrease in Number of Board Members. The number of Board Members may be increased or decreased pursuant to an amendment of the By-Laws.
Section 8. Resignation. A Board Member may resign at any time and his or her resignation shall take effect immediately.
Section 9. Committees. The Board shall have the power to appoint such temporary or standing committees as it shall determine necessary and to delegate such powers to them as the Board shall deem advisable and which it may so delegate under the applicable provisions of the New York State Not-for-Profit Corporation Law. If such a Committee is created for a special project or task, it will cease to exist upon submission of its final report to the Board. The League shall appoint 2 standing committees annually - the Finance and Audit Committee and the Code of Conduct Review Committee, whose terms shall expire with the expiration of the current Board.
Section 10. Policies and Procedures. The Board may adopt such policies and procedures for the conduct of its meetings and the management of the League as it may deem proper, so long as such policies and procedures are consistent with the League’s By-Laws and are not in violation of any applicable provision of the New York State Not-for-Profit Corporation Law.
Section 11. Action of the Board. Unless otherwise required by law or by these by-laws, the vote of the majority of the Board Members present at the time of the vote, if a quorum is present at such time, shall be the act of the Board.
Section 12. Responsibilities of Board Members. Board members shall have the following responsibilities.
1. President. The President shall be responsible for the overall direction and operation of the League; shall be the chief executive officer of the League; shall preside at all meetings of the Board; shall oversee the general management of the affairs of the League and shall see that all orders and resolutions of the Board are carried into effect.
2. Executive Vice President. The Executive Vice President shall carry out the responsibilities of the President of the League in the President's absence or disability; shall oversee and supervise all aspects of the adult umpires utilized by the League and shall perform such other duties as the Board shall direct.
3. Vice President for Finances/Treasurer. The Vice President for Finances/Treasurer shall oversee all income and expenses; shall oversee and/or receive all monies and securities, and deposit same in a depository approved by the Board; shall prepare an annual budget for submission to the Board for adoption; shall oversee and supervise all actions of the Commissioner for Finances; shall provide at each meeting of the Board a report on the League’s expenditures and revenues and shall perform such duties as are customarily performed by a Treasurer and shall perform such other duties as the Board shall direct.
4. Vice President for Administration. The Vice President for Administration shall conduct the annual registration of players; shall settle disputes which cannot be otherwise resolved; shall examine the applications and proof-of-age documents of every player candidate and certify as to domicile and age eligibility before the player’s application may be accepted; shall handle communications with Babe Ruth Baseball, Inc. regarding League charter(s), insurance and other administrative matters; shall handle all maters relating to insurance and shall perform such other duties as the Board shall direct.
5. Vice President for the Babe Ruth Division. The Vice President for the Babe Ruth Division shall oversee all baseball related activities occurring within the Babe Ruth Division, including, but not limited to, player drafts, field scheduling, game schedules and tournaments; shall solicit and recommend to the Board candidates for such Activity Directors as he or she deems appropriate for the Division; shall insure that the League's records for players in the Babe Ruth Division are accurate and up-to-date; shall assist the Vice President for Administration in verifying the domicile and age eligibility of players in such division; and shall perform such other duties as the Board shall direct.
6. Vice President for the Cal Ripken Division. The Vice President for the Cal Ripken Division shall oversee all baseball related activities occurring within the Cal Ripken Division including, but not limited to, player drafts, field scheduling, game schedules and tournaments; shall solicit and recommend to the Board candidates for such Activity Directors as he or she deems appropriate for the Division; shall insure that the League's records for players in the Cal Ripken Division are accurate and up-to-date; shall assist the Vice President for Administration in verifying the domicile and age eligibility of players in such Division; and shall perform such other duties as the Board shall direct.
7. Secretary. The Secretary shall keep minutes of Board meetings; shall maintain League records and files; shall notify Board Members and Activity Directors of meetings of the League; shall maintain a list of all Board Members and Activity Directors; and shall perform such other duties as the Board shall direct.
8. Commissioner for Finances. The Commissioner for Finances shall perform such duties and responsibilities as are delegated and assigned by the Vice President for Finances/Treasurer; shall keep records for the receipt of all moneys collected at the concession stands and deposit said moneys into the designated bank account; shall maintain records of payments to youth umpires and all moneys received in connection with any fund-raising activities of the League; and shall perform such other duties as the Board shall direct.
9. Umpire-in-Chief. The Umpire-in-Chief shall oversee all activities and requirements for Youth Umpires in the league; shall provide for all necessary training of Youth Umpires; shall serve as the Umpire-in-Chief with jurisdiction over all games not involving an adult umpire from a Babe Ruth-accredited umpire association; and shall perform such other duties as the Board shall direct.
10. Commissioner for the Cal Ripken Division. The Commissioner of the Cal Ripken Division shall perform all duties as assigned by the Vice President for the Cal Ripken Division including, but not limited to, the overseeing of scheduling, player application, submission of team rosters and coordination with Eastern New York Babe Ruth for post-season tournaments; and shall perform such other duties as the Board shall direct.
11. Commissioner for the Lower Quad Parent’s Auxiliary. The Commissioner for the Lower Quad Parent’s Auxiliary shall oversee the operation and scheduling of the concession and other activities of the Parent’s Auxiliary on the lower quad; and shall perform such other duties as the Board shall direct.
12. Commissioner for the Upper Quad Parent’s Auxiliary. The Commissioner for the Upper Quad Parent’s Auxiliary shall oversee the operation of scheduling of the concession and other activities of the Parent’s Auxiliary on the upper quad; and shall perform such other duties as the Board shall direct.
13. Commissioner for Fields and Facilities. The Commissioner for Fields and Facilities shall oversee all activities related to field maintenance and improvements; and shall perform such other duties as the Board shall direct.
ARTICLE V - ACTIVITY DIRECTORS
Section 1. Activity Directors. The Board may appoint at the annual meeting Activity Directors for age specific baseball divisions as well as for other activities deemed necessary for the operations of the League. Such Activity Directors shall serve for a one year term: Any person who is interested in seeking election as an Activity Director should notify the League President of his or her interest on or before September 1 of the year in which the election is held.
Section 2. Vacancies. If any vacancy occurs in the position of any Activity Director, it may be filled by majority vote of the Board at any meeting called for that purpose. In the interim, the President may temporarily appoint an Activity Director to fill the vacancy until the position is filled by the Board. An Activity Director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor.
Section 4. Increase or Decrease in Number of Activity Directors. The number of Activity Directors may be increased or decreased by a vote of a majority of all Board Members.
Section 5. Resignation. An Activity Director may resign at any time and his or her resignation shall take effect immediately.
ARTICLE VI - MEETINGS
Section 1. Open Meetings. It is League policy that any interested person is allowed to attend any meeting of the Board and to provide input on any issue and that all interested persons should be encouraged to attend Board meetings. Provided, however, that the Board, may by a vote of two-thirds (2/3) of all Board Members present, go into an Executive Session to consider such matters as the selection of head coaches, discipline issues and potential litigation.
Section 2. Annual Meeting. The annual meeting of the League shall be held in October of each year for the purpose of electing the Board and Activity Directors, and for the transaction of such business as may properly come before the meeting. The date, place and time of the annual meeting shall be determined by the Board, but is customarily scheduled to be held in October.
Section 3. Regular Meetings. The Board shall meet on a regular basis and, to the extent practical, should meet at least once a month.
Section 4. Special Meetings. Special meetings of the Board may be called by the President and shall be called upon the written request of seven (7) Executive Board Members to consider a specific subject. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Board.
Section 5. Notice of Meetings. Notice of any meeting of the League should be delivered to each Board Member and Activity Director at least ten (10) days in advance thereof setting forth the place, time and purpose of the meeting.
Section 6. Quorum. The presence of a majority of Board Members shall be necessary to constitute a quorum.
Section 7. Proxies. No proxies shall be permitted.
Section 8. Rules of Order. Roberts Rules of Order shall govern the proceedings of all meetings, except where same conflicts with these By-Laws or the applicable provisions of the New York State Not-for-Profit Corporation Law.
ARTICLE VII - CODE OF CONDUCT
Section 1. Code of Conduct. The Board shall adopt a Code of Conduct.
Section 2. Code of Conduct Review Committee. The Board shall appoint a Code of Conduct Review Committee, hereinafter referred to as the “Committee,” consisting of five (5) current or previous Board Members. The Committee shall have jurisdiction over all issues arising out of possible violations of the Code of Conduct, these By-Laws, policies and procedures and/or division rules which have been adopted by the Board. Its findings and determinations with respect to discipline shall be final, binding and conclusive and no appeal to the Board will be permitted. The Committee shall have the authority to discipline, suspend, or remove any individual when the conduct of such person with respect to League activities is considered detrimental to the best interests of the League. Such action will require a vote of at least three (3) members of the Committee.
Section 3. Procedures. The individual involved shall be informed of the general nature of the charges with sufficient specificity and clarity to prepare an appropriate response and shall be given an opportunity to answer such charges. If the individual involved is a player, notice of the charges shall also be given to the Head Coach of the team on which the player is a member and to a parent or legal guardian of the player. The Head Coach, parent or legal guardian shall act as advisers to the player before the Committee and shall have the power to accompany the player to any meeting that the Committee may convene. The Committee shall also have full power to suspend or revoke a player's right to future participation in League activities.
ARTICLE VIII - COACHES
Section 1. Head Coaches. Candidates for head coaching positions shall be presented for approval to the Board annually by the Activity Director responsible for each division. The presentation should occur prior to April 1st of each year for the spring season and before September 1st of each year for the fall season. No Head Coach may serve in such capacity unless approved by the Board.
Section 2. Coach’s Clinic. It is hereby made the policy of the League that no individual may serve as Head Coach unless he or she has attended a League-sanctioned coach’s clinic. Provided, however, that the Board may waive such a requirement if strict adherence to this policy would create an undue hardship either to the League due to a shortage of available Head Coaches or to a particular individual due to conflicts with his or her schedule.
Section 3. Assistant Coaches. Head Coaches, in consultation with the appropriate Activity Director, will nominate two or more, at the discretion of the Board, Assistant Coaches prior to the start of the season for approval by the Board.
Section 4. Coach’s Philosophy. The Board shall adopt a Coach’s Philosophy which shall govern the conduct of all Head Coaches and Assistant Coaches.
ARTICLE IX - AFFILIATION
Section 1. Charter. The League shall annually apply for a Cal Ripken Division Charter and a Babe Ruth Division Charter from Babe Ruth Baseball, Inc. and shall do all things necessary to obtain and maintain such charter.
Section 2. Rules and Regulations. The Official Playing Rules and Regulations as published for the applicable division of Babe Ruth Baseball, Inc. shall be binding on the League.
Section 3. Division Rules. Rules for age-specific divisions may be adopted by the Board which shall strive for consistency between age groups for the orderly development of players. A division of the League may propose a change to a division rule by a majority vote of the Head Coaches of such division. Before taking effect, any proposed changes must be approved by the Board. No proposed change shall be in conflict with the Rules and Regulations of Babe Ruth Baseball, Inc.
ARTICLE X - FINANCIAL AND ACCOUNTING
Section 1. Common Treasury. The Board shall decide all matters pertaining to the finances of the League and it shall place all income, including Auxiliary funds, in a common League treasury, directing the expenditure of same in such manner as will give no individual or team advantage over those in competition with such individual or team.
Section 2. No Team Solicitation. Except as provided herein, the Board shall not permit the contribution of funds or property to individual teams but shall solicit only for the common treasury of the League, thereby discouraging favoritism among teams and endeavoring to equalize the benefits of the League.
Section 3. Fund-raising. Except as provided herein, the Board shall not permit the solicitation of funds in the name of the League or Babe Ruth Baseball, Inc. unless all of the funds so raised be placed in the League treasury.
Section 4. Disbursement of Funds. The Board shall not permit the disbursement of League funds for other than the conduct of League activities.
Section 5. No Salary. No Board Member or Activity Director shall receive, directly or indirectly, any salary, compensation or emolument from the League for services rendered as Board member or Activity Director.
Section 6. FDIC Chartered Bank as League Depository. All monies received, including Auxiliary Funds, shall be deposited to the credit of the League in a Board approved FDIC Chartered Bank and all disbursements from the Bank's accounts shall be made by check unless otherwise approved by the Board. All checks shall be signed by the Vice President for Finances/Treasurer or other such officer or officers as the Board of Directors shall designate.
Section 7. Fiscal Year. The fiscal year of the League shall begin on the first day of December and shall end on the last day of November of each year, unless otherwise changed by a two-thirds (2/3) vote of the entire Board.
Section 8. Dissolution. Upon the dissolution of the League and after all outstanding debts and claims have been satisfied, the Board shall distribute the property of the League to such other organization or organizations maintaining an objective similar to that 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.
Section 9. 501(c)(3) Restrictions on Activities. No portion of any monies collected by the League shall be used with respect to any political activities, in keeping with Section 501(c)(3) of the Internal Revenue Code under which section the League was formed.
Section 10. Reimbursement of Expenses. To be reimbursed for expenses incurred in support of League activities, an individual must submit receipts to the Vice President for Finances/Treasurer. The Vice President for Finances/Treasurer may waive this requirement for expenses totaling less than $10.
Section 11. All Star Fund-raising. All Star teams, with the prior approval of two-thirds of a
