YUCAIPA VALLEY AMERICAN LITTLE LEAGUE, INC.
(A 501c California Nonprofit Corporation)
BYLAWS
ARTICLE I – THE ORGANIZATION
This organization shall be known as Yucaipa Valley American Little League, Inc., hereinafter referred to as “YVALL”. YVALL’s principal mailing address is Post Office Box 245, Yucaipa, CA 92399-0245 and YVALL’s principal business address is 11092 Sunnyside Drive, Yucaipa CA 923999 in San Bernardino County, California. The Board of Directors may change the location of the principle address. Any such change of location must be noted by the Secretary on these Bylaws opposite this Section; alternatively, this section may be amended to state the new location following the procedures set forth in Article X, Section (a).
ARTICLE II – OBJECTIVE
The objective of YVALL will be to firmly implant in the children of Yucaipa the ideals of good sportsmanship, fair competition, honesty, loyalty, courage and respect for authority so they may be well adjusted, strong and happy children who will grow to be good, decent, trustworthy, and valuable citizens. All members and directors shall bear in mind that the attainment of exceptional athletic skills or the winning of games is secondary and that the molding of future citizenry is the primary objective.
SECTION 1
Program. To achieve this objective, YVALL will provide a supervised program under the Rules and Regulations of "Little League Baseball, Incorporated", P.O. Box 3485, Williamsport, PA 17701 and hereinafter referred to as "Little League", and the Little League Operating Manual as published annually by Little League unless otherwise set forth herein, and with waivers from Little League as required.
SECTION 2
Non-Profit Corporation. In accordance with Section 501-(c)-(3) of the Federal Internal Revenue Code, YVALL will operate exclusively as a non-profit, educational organization, providing a supervised program of competitive baseball and/or softball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III – MEMBERSHIP
SECTION 1
Eligibility. Any person sincerely interested in active participation to further the objectives of YVALL may apply to become a Member. Each membership shall be valid for the business year in which applied, September 1 through August 31.
SECTION 2
Classes. There shall be the following classes of Members:
(a) Player Members. Any player candidate meeting the membership requirements of Little League Regulation IV shall be eligible to compete for participation. Player members shall have no voting or other rights, duties or obligations in the management or in the property of YVALL.
(b) Regular Members. Any adult person actively interested in furthering the objectives of YVALL may become a regular Member upon completing a written application, payment of dues, screening as required by YVALL and election by a majority vote of the Board of Directors.
Only Regular Members in good standing are eligible to vote at General Membership Meetings. All Officers, Board Members, Managers and Coaches must apply and become Regular Members of YVALL at the time elected or appointed and maintain membership throughout their tenure.
(c) Language. As used hereinafter, the word “Member” shall mean a Regular Member unless otherwise stated.
SECTION 3
Other Affiliations:
(a) Requirement of Affiliation. Members of any class shall not be required to be affiliated with another organization or group to qualify as members of YVALL.
(b) Member Conflict of Interest. Regular Members shall not be actively engaged in the promotion and/or operation of any other youth baseball program which runs concurrently with any YVALL baseball program without an expressed written waiver authorized by a majority vote of the Board of Directors. This is to include but is not limited to practices and games.
SECTION 4
Suspension or Termination. Membership may be terminated by resignation or action of the Board of Directors as follows.
(a) President’s Determination. The President may, at his sole discretion, elect to temporarily suspend any membership of any Member of any class, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of YVALL and/or Little League, and/or when the conduct of such person contradicts the YVALL Code of Conduct as set forth in Article III Section (4) item (g) herein, or the Little League Baseball, Inc. Official Regulations and Playing Rules as pertains to conduct and/or field decorum, for a specific length of time and/or until a meeting of the Board of Directors is requested and can be called to hear and rule on further potential action up to and including termination of membership. Any Member who is suspended by the President and who desires to be reinstated must request in writing a Board hearing within 48 hours of suspension, and deliver said request to the League President or League Secretary. If said request is received during the YVALL playing season, The Board of Directors must be called into session within seven days of receipt of said request to hear and rule on potential reinstatement. Off-season requests must be addressed at the next regularly scheduled Board meeting. If a request is not received in due time the President’s determination shall remain in effect up to the next regularly scheduled and duly constituted Board Meeting unless a lesser suspension has been determined by the President.
(b) Board Determination. The Board of Directors, by a two-thirds vote of those present at any duly constituted Board meeting, shall have the authority to discipline or suspend or terminate the membership of any Member of any class, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of YVALL and/or Little League, and/or when the conduct of such person contradicts the YVALL Code of Conduct as set forth in Article III Section (4) item (g) herein, or the Little League Baseball, Inc. Official Regulations and Playing Rules as pertains to conduct and field decorum. In the absence of a quorum the President’s decision is final until the next regularly scheduled board meeting.
(c) Notification. The Member involved shall be notified within 48 hours of any Board Meeting in which possible action may be taken against his membership by telephone, email or personal contact, informed of the general nature of the charges and given an opportunity to appear at said meeting to respond to said charges.
(d) Player Members. The Board of Directors shall, in the case of a player member, also give notice of any disciplinary action to the manager of the team of which the player is a Player Member. Said Manager shall appear, in the capacity of an adviser, with the player before the Board of Directors. The player’s parent(s) or legal guardian(s) shall also be notified and allowed to appear.
(e) Discipline Committee. A Discipline Committee consisting of at least three (3) Board Members may be appointed by the President to handle Member disciplinary issues. The Discipline Committee shall have full power to suspend or terminate any Membership by a two-thirds vote of those present at the Committee Meeting. Quorum for the Discipline Committee shall be 51% of those appointed, with a minimum of two (2) Committee Members present, and a quorum shall be required to conduct Discipline Committee meetings. Committee rulings may be appealed at the next regularly scheduled Board meeting. Amendment of any Committee ruling by the Board of Directors requires a two-thirds vote of those present at any duly constituted meeting (quorum is required).
(f) Board Rulings. The findings and/or rulings of the Board of Directors are final.
(g) Code of Conduct. A Code of Conduct document shall be drafted and approved by a two-thirds vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. This document shall not be altered once put into effect until the following January and only by a two-thirds vote of the Board of Directors.
SECTION 5
Dues. Dues for Regular Members may be set at such amounts, as the Board of Directors shall determine for a particular fiscal year. The Board of Directors shall determine membership dues at the first duly constituted meeting of the newly seated Board each year.
(a) All persons interested in becoming or remaining a member must complete a membership application each year.
(b) Dues must be paid at time of application in order to be considered for membership.
(c) YVALL may enlist a participation fee by a majority vote of the Board of Directors.
ARTICLE IV – GENERAL MEMBERSHIP MEETINGS
SECTION 1
Definition. A General Membership Meeting is any meeting of the membership of the league (including Special General Membership Meetings). A minimum of one Annual Meeting per year is required.
SECTION 2
Notice of Meeting. Notice of each General Membership Meeting shall be delivered to each Member at least ten (10) days prior to said meeting if personally or by first class mail to the Member’s last known address, but not less than twenty (20) days prior to said meeting if notified by electronic mail or other means notifying the Member of the place, time and purpose of the meeting.
SECTION 3
Quorum. At any General Membership Meeting, the presence in person or representation by absentee ballot of at least five percent (5%) of active and qualified Members shall be necessary to constitute a quorum.
SECTION 4
Voting. Only Regular Members shall be entitled to vote at General Membership Meetings. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings.
SECTION 5
Absentee Ballot. For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at the Annual Meeting, or and General Membership Meeting at which new Board members will be elected, an absentee ballot may be requested and obtained from the secretary of the League. The absentee ballot shall be properly completed, signed and returned in a sealed envelope to the Secretary prior to the date of the election. The Secretary shall present all absentee ballots to the Election Chairman (appointed at the meeting) on the date of the meeting, prior to the voting portion of the election process.
SECTION 6
Annual Meeting of the Members. The Annual Meeting of the Members of YVALL shall be held in the month of May, on any business day (Monday through Friday) at 6:00 PM at a location within the League’s boundaries.
(a) Reports. The membership shall receive at the Annual Meeting of the Members of YVALL a report, verified by the President and Chief Financial Officer or by a majority of the Directors, showing:
a. The condition of YVALL;
b. Annual Profit & Loss Statement and asset inventory and location listing verified by the Board of Directors;
c. Chief Financial Officer’s Report;
d. List of Members admitted to regular membership that year
(b) Election of Board Members. The membership shall elect a Board of Directors for the ensuing year as outlined in Article VI, via closed ballot as follows:
a. Board Size. After confirming the current size of the Board of Directors established as provided in Article VI below, Members will elect Directors.
b. Ballot and Voting Procedure. Upon presentation of membership qualification to the League Secretary, the League Secretary will check mark that Member’s name on the official member roster and release a ballot to that Member. Upon completion of their respective ballot, that Member shall then return their folded ballot to the Secretary at which time the ballot shall be placed in a closed box and the respective Member’s name crossed from the Member roster.
i. All ballot elections and measures shall be conducted by the Secretary with direct assistance from a duly appointed Election Chairman.
ii. Ballots shall contain the Nominating Committee’s (Article VI, Section 5, Subsection (a), item b) recommendations plus one blank line for each position to be filled.
iii. Nominations for write-in candidates will be accepted from the floor as long as the candidate for write-in is present at the time of nomination and accepts or has filed with the President or Secretary a letter of intent prior to the closing of nominations.
SECTION 7
Special General Membership Meetings. Special General Membership Meetings of the Members may be called by the Board of Directors or by the President or Secretary at their discretion or upon the following conditions:
a. By the Members. Upon the written request of five percent (5%) of the qualified Regular Members stating the specific business to be considered, the President or Secretary shall call a Special General Membership Meeting to consider the subject set forth in the request, scheduled not less than thirty (30) days after the request is received by the President or Secretary.
b. By the Board of Directors. Upon the written request of fifty-one percent (51%) of Directors stating the specific business to be considered, the President or Secretary shall call a Special General Membership Meeting to consider the subject set forth in the request, scheduled not less than thirty (30) days after the request is received by the President or Secretary.
c. Agenda. No business other than the business set forth in the request shall be transacted at any Special General Membership Meeting.
d. Notification. Notification of the Members shall be governed by Article IV, Section 2.
SECTION 8
Rules of Order for General Membership Meetings. Robert’s Rules of Order shall govern the proceedings of all General Membership Meetings, except where it conflicts with these Bylaws whereas these Bylaws take precedence.
ARTICLE V – OFFICERS
SECTION 1
Structure. The officers of this corporation shall be a President, a Vice President, a Secretary, and a Chief Financial Officer. The corporation, at the Board’s discretion, may also have other officers as may be appointed under these Bylaws.
(a) Duplication of Office Holders. The same person may hold any number of offices, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board.
(b) The President shall be the Chairman of the Board.
ARTICLE VI – BOARD OF DIRECTORS
SECTION 1
Authority. The management of the property and affairs of YVALL shall be vested in the Board of Directors and governed by these Bylaws. All Directors shall be qualified Regular Members.
SECTION 2
Structure. The Board of Directors shall be structured as follows:
(a) Size. The Board of Directors shall consist of at least six (6) but no more than twenty (20) Directors unless changed by amendment to this Constitution. The exact number of Directors shall be fixed, within those limits, by a resolution adopted by the Board of Directors and in accordance with Article V herein.
(b) Composition. At no time shall the combined number of managers and coaches comprise more than a minority of the Board of Directors.
SECTION 3
Vacancies. Vacant Board of Directors positions may be filled as follows:
(a) If any vacancy occurs in the Board of Directors, by death, resignation, termination or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose.
(b) If a position is not filled at the Annual Meeting, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose.
SECTION 4
Board Meetings, Notice and Quorum. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board of Directors.
(a) Special Board Meetings. The President or the Secretary may, whenever they deem it advisable, or the Secretary shall at the request in writing of five (5) Directors, call a Special Board Meeting. In the case of Special Board Meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
(b) Notice. Notice of each Board meeting shall be given by the Secretary personally, electronically or by mail to the last known address of each Director at least 48 hours prior to the meeting.
(c) Quorum.
(a) A majority of the authorized number of directors shall constitute a quorum for the transaction of any business except adjournment. Every action taken or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be an act of the Board, subject to the more stringent provisions in these Bylaws and of the California Nonprofit Public Benefit Corporation Law, including, without limitation, those provisions relating to:
i. Approval of contracts or transactions in which a director has a direct or indirect material financial interest;
ii. Approval of certain transactions between corporations having common directorships;
iii. Creation of and appointments to committees of the Board;
iv. Indemnification of directors.
(b) A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors from that meeting, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.
SECTION 5
Duties and Powers.
(a) Committees. The Board of Directors shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board of Directors shall deem advisable and which it may properly delegate.
a. The meetings and actions of these committees shall be governed by, noticed, held and taken in accordance with all provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of such provisions as are necessary to substitute the committee and its members for the Board of Directors except, that the time for the meetings of committees may be set by the Board. The Board may also adopt rules and regulations pertaining to the conduct of committee meetings to the extent that such rules are not inconsistent with any provisions contained herein.
b. A nominating committee will be appointed no later than April 1st each year consisting of at least three (3) Directors. This committee shall investigate eligible candidates for all Board positions to be elected at the Annual Meeting. The committee’s findings will be delivered to the Secretary for the preparation of the annual election ballot. The committee will offer one name for each position of the Board.
(b) Rules. The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of YVALL as it may deem proper, provided:
a. Such rules and regulations do not conflict with these Bylaws;
b. Such rules and regulations do not undermine Little League operating procedures, rules and/or regulations without the appropriate waiver from Little League Baseball, Inc.;
c. Such rules and regulations generally follow the procedures set forth in Robert’s Rules of Order.
(c) Discipline. The Board of Directors shall have the power by two-thirds vote by those present at any regular Board Meeting or Special Board Meeting to discipline, suspend or terminate and Director or Officer or Committee Member in accordance with the procedure set forth in Article III, Section 4.
(d) Removal. Any Director may be removed from office with or without cause by majority vote of the Directors then in office.
a. In furtherance of but not by way of limiting the foregoing, upon a determination that any of the following set of circumstances exist with respect to any incumbent Director, a majority of the Directors then in office may remove such Director for "cause":
i. Three consecutive unexcused absences from regular meetings of the Board of Directors in any fiscal year.
1. The President or Secretary may only excuse absences.
SECTION 6
Rules of Order for Board Meetings. Robert’s Rules of Order shall govern the proceedings of all Board of Directors Meetings, except where it conflicts with these Bylaws whereas these Bylaws take precedence.
ARTICLE VII – DUTIES AND POWERS OF THE BOARD
SECTION 1
Appointments. The Board of Directors may appoint such other agents as it may deem necessary or desirable, and may prescribe the powers and duties of each. An appointed agent shall have no vote on actions taken by the Board of Directors unless such agent is also a Board Member.
SECTION 2
President. The President shall:
(a) Be the general manager of the corporation and shall supervise, direct, and control the corporation’s activities, affairs, and officers.
(b) Be the Chairman of the Board.
(c) Be the Chief Executive Officer.
(d) Conduct the affairs of YVALL and execute the policies established by the Board of Directors.
(e) Communicate to the Board of Directors such matters as deemed appropriate and make such recommendations as may tend to promote the welfare of YVALL.
(f) Be responsible for the conduct of YVALL in strict conformity to the policies, principles, Rules and Regulations of Little League Baseball, Inc. as agreed to under the conditions of charter issued to YVALL by the same.
(g) Designate in writing other officers, if necessary, to have power to make and execute for/and in the name of YVALL such contracts and leases they may receive and which have had the prior approval of the Board of Directors.
(h) Investigate complaints, irregularities and conditions detrimental to YVALL and report thereon to the Board or Executive Committee as circumstances warrant.
(i) Prepare, with the assistance of the Chief Financial Officer and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
(j) With the assistance of the Player Agent, examine the application and support proof-of-age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
(k) Have such other powers and duties as the Board or these Bylaws may require.
SECTION 3
Vice President. The Vice President Shall:
(a) Perform the duties of the President in the absence or disability of the President, provided he or she is authorized by the President or Board so to act. When so acting, the Vice President shall have all the powers of that office.
(b) Perform such duties as assigned by the President or Board of Directors.
SECTION 4
Secretary. The Secretary shall:
(a) Be responsible for recording the activities of YVALL and maintain appropriate files, mailing lists and necessary records.
(b) Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary or as may be assigned by the President or Board of Directors.
(c) Maintain a list of all Directors, Committee Members, Players and Volunteers.
(d) Give notice as required of all Meetings, Board and Committee Meetings and Member Meetings.
(e) Issue membership cards to all Board approved Regular Members.
(f) Keep the minutes of the meetings of the Members, Board of Directors and Executive Committee and cause them to be recorded in a book kept for that purpose.
(g) Keep or cause to be kept at a place determined by resolution of the Board, a copy of the Articles of Incorporation and Bylaws as amended to date.
(h) Keep or cause to be kept at a place determined by resolution of the Board, a record of the corporation’s members, showing each member’s name, address, and class of membership.
(i) Conduct all correspondence not otherwise specifically delegated in connection with said meeting and be responsible for carrying out all orders, votes and resolutions not otherwise committed.
(j) Notify Members, Directors, Officers and Committee Members of their election or appointment.
(k) Maintain an accurate calendar of events for YVALL, the Board of Directors and the President.
(l) Update the YVALL web site as required by the President or Board of Directors.
(m) Update and maintain an accurate job description for each Director as ordered by these Bylaws, the President or the Board of Directors.
SECTION 5
Chief Financial Officer. The Chief Financial Officer shall:
(a) Perform such duties as are herein set forth and such other duties as are customarily incident to the Office of Chief Financial Officer or may be assigned by the President or Board of Directors.
(b) Be the Chief Financial Officer.
(c) Keep and maintain, or cause to be kept and maintained, adequate and correct books and accounts of YVALL properties and transactions.
(d) Send or cause to be given to the members and directors such financial statements and reports as are required to be given by law, by these Bylaws, or by the Board. The books of account shall be open to inspection by any director at all reasonable times.
(e) Receive all moneys and securities and deposit same in a depository account approved by the Board of Directors.
(f) Keep records for the receipt and disbursement of all moneys and securities of YVALL and its committees, approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the Board of Directors. All disbursements by check must have dual signatures.
(g) Prepare an annual budget, under the direction of the President, for submission to the Board of Directors.
(h) Prepare an annual financial report, under the direction of the President, as set forth in Article IX, Section 11, for submission to the Membership and Board of Directors and to Little League Baseball, Inc.
(i) If required by the Board of Directors, give the corporation a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the office and for restoration to the corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the chief financial officer on his or her death, resignation, retirement, or removal from office.
SECTION 6
Player Agent. The Player Agent shall:
(a) Record all player transactions and maintain an accurate and up-to-date record thereof.
(b) Receive and review all applications for player candidates and assist the President in verifying residence and age eligibility.
(c) Conduct the tryouts, the player draft and all other player transaction or selection meetings.
(d) Prepare the Player Agent’s list.
(e) Prepare for the President’s signature and submission to Little League Headquarters, team rosters, including players claimed, and the tournament team eligibility affidavit.
(f) Notify Little League Baseball of any subsequent player replacements or trades.
(g) Perform such duties as are herein set forth and such other duties as are customarily incident to the Office of Player Agent or may be assigned by the President or Board of Directors.
SECTION 7
Other Directors, Officers and Agents. All other Directors, Officers and Agents whether elected to the Board of Directors by the Members or Board of Directors or appointed by the President or Board of Directors shall perform such duties as assigned by the President or Board of Directors.
ARTICLE VIII – EXECUTIVE COMMITTEE
SECTION 1
Appointment. The Board of Directors will appoint an Executive Committee which shall consist of not less than three (3) nor more than five (5) Directors, and must include the President, Secretary and Chief Financial Officer. Said committee shall be placed in effect immediately following the first Board Meeting of the newly elected Board of Directors.
SECTION 2
Authority. The Executive Committee, unless limited by a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board; provided, however, that the executive committee shall not have the authority of the Board in reference to the following matters:
(a) Take any final action on any matter that, under the California Nonprofit Corporation Law, also requires approval of the members or approval of a majority of all members.
(b) Fix compensation of the directors for serving on the Board or on any committee.
(c) Fill vacancies on the Board or any committee of the Board.
(d) Amend or repeal the Bylaws or adopt new Bylaws.
(e) Amend or repeal any resolution of the Board that by its express terms is not so amendable or repealable.
(f) Create any other committees of the Board or appoint the members of committees of the Board.
(g) Expend corporate funds to support a nominee for director if more people have been nominated for director than can be elected.
SECTION 3
Quorum for Executive Committee. At any meeting of the Executive Committee, a majority of the total number of Executive Committee members then in office, with a minimum of two members shall constitute a quorum for the transaction of business and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.
ARTICLE IX – FINANCIAL, ACCOUNTING AND FISCAL REPORTING
SECTION 1
Authority. The Board of Directors shall decide all matters pertaining to the finances of YVALL and it shall place all income in a common corporate treasury, directing the expenditure of funds as will give no individual or team an advantage over those in competition with such individual or team.
SECTION 2
Compensation. No Director of YVALL shall receive any compensation from YVALL for services rendered as a Director or Member nor shall the Board of Directors permit any disbursement of YVALL funds for other than the conduct of YVALL activities in accordance with the rules and policies of Little League Baseball, Inc.
SECTION 3
Fiscal and Business year. The fiscal year for YVALL will be January 1 to December 31. The Business Year shall be September 1 to August 31.
SECTION 4
Accounting.
(a) Accounting and bookkeeping are the sole fiduciary responsibilities of the Chief Financial Officer. The Board of Directors may act to contract the services of an accounting firm and decide the degree of assistance thereto.
(b) The Chief Financial Officer and the Board of Directors will contract the services of an independent, outside accounting firm to complete all tax filings, audits and any forms necessary to comply with State and Federal tax laws and requirements and cause a copy of all tax returns and supporting documentation to be filed by the Secretary with a copy to the Board of Directors for review and a copy retained at the accounting firm for the number of years as is required by the taxing authorities.
SECTION 5
Deposits. All monies received by the Local League shall be deposited in an account of the Local League at a local bank as selected by the Board. A record of deposit and from where these monies were generated will be maintained and an accurate balance of this account will be kept at all times.
SECTION 6
Expenditures. Expenditures from the YVALL operating account shall be only after Board approval or pre-approved budget for such expenditures as follows:
(a) Payments by check will be signed by at least two Corporate Officers.
(b) Payments by electronic check or debit will be made by a Corporate Officer with Board approval or pre-approved budget. A Purchase Order must be signed by at least two Corporate Officers one of which is not the Officer completing said payment. Recurring payments such as utility or telephone bills may be automated via direct debit with Board approval.
(c) A detailed check register will be kept by the Chief Financial Officer detailing all expenditures, purposes and payees and will be kept accurate and current at all times.
SECTION 7
Control of Assets. The control of assets shall be the responsibility of the Chief Financial Officer and shall be supervised as follows:
(a) Cash, investments, CD's, interest bearing accounts, and any liquid asset. The placement of any Local League funds into any account or financial vehicle must be approved by an act of the Board. The Chief Financial Officer will account for these on all financial statements, balance sheets, profit and loss statements, etc., showing the precise location and account numbers where held.
(b) Real property. All real property shall be listed on current financial reports.
(c) Personal property, Equipment and Machinery. Personal property, equipment, and machinery assets will be logged in record upon purchase by the Chief Financial Officer showing their purchase price, description, serial number or any other identifying device displayed. Once logged, the asset will be vested to the user, a Director who is fully responsible for maintaining its whereabouts and upkeep. At the regular meeting in August, all Directors will relinquish to the Chief Financial Officer a list showing the location and inventory of these assets. These lists will be reconciled by the Chief Financial Officer with the master log and all adjustments made as needed prior to the new Board installation at which time all treasury records will be handed over to the new Board.
SECTION 8
Contributions. The Board of Directors shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of YVALL, thereby to discourage favoritism among teams and endeavor to equalize the benefits of YVALL.
SECTION 9
Loans to Directors and Officers. YVALL shall not lend any money or property to or guarantee the obligation of any director or officer provided, however, that YVALL may advance money to a director or officer of the corporation for expenses reasonably anticipated to be incurred in the performance of his or her duties if that director or officer would be entitled to reimbursement for such expenses by the corporation.
SECTION 10
Distribution of Property upon Dissolution. Upon dissolution of YVALL and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of YVALL to another Federally Incorporated entity which maintains similar objectives as set forth in Article II of these Bylaws, which is entitled to exemption under Section 501-(c)-(3) of the Internal Revenue Code or any future corresponding provision.
SECTION 11
Reporting. The Board shall cause an annual report to be sent to the members and directors within one hundred and twenty (120) days after the end of the corporation’s fiscal year. That report shall contain the following information, in appropriate detail:
(a) The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
(b) The principal changes in assets and liabilities, including trust funds.
(c) The corporation’s revenue or receipts, both unrestricted and restricted to particular purposes.
(d) The corporation’s expenses or disbursements for both general and restricted purposes.
(e) Any information required by other sections of these Bylaws.
(f) An independent accountants’ report or, if none, the certificate of an authorized officer of the corporation that such statements were prepared without audit from the corporation’s books and records.
This requirement of an annual report shall not apply if the corporation receives less than twenty five thousand dollars ($25,000) in gross receipts during the fiscal year, provided, however, that the information specified above for inclusion in an annual report must be furnished annually to all directors and to any member who requests it in writing.
ARTICLE X – AFFILIATION
SECTION 1
Charter. YVALL shall apply annually for a charter from Little League Baseball, Inc. and shall do all things necessary to obtain and maintain such charter. YVALL shall devote its entire energies to the activities authorized by such charter and it shall not be affiliated with any other program or organization or operate any other program.
SECTION 2
Rules and Regulations. The Official Playing Rules and Regulations as published by Little League Baseball, Inc. Williamsport, Pennsylvania shall be binding on YVALL.
SECTION 3
Local Rules, Ground Rules. The local rules, ground rules of YVALL shall be adopted by the Board of Directors at a meeting to be held not less than one month prior to the first scheduled game of the season, but shall in no way conflict with the Rules, Regulations and Policies of Little League Baseball, Inc., nor shall they conflict with these Bylaws. The local rules, ground rules and/or bylaws of YVALL shall expire at the end of each fiscal year, and are not considered part of these Bylaws.
(a) Ground Rules. A Ground Rules document shall be drafted and approved by a majority vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. Any applicable or required waivers shall be applied for and incorporated into said document. This document shall not be altered once put into effect until the following January and only by a majority vote of the Board of Directors.
(b) Draft Policy. A Draft Policy document consistent with the draft rules set forth and/or approved by Little League Baseball, Inc. shall be shall be drafted and approved by a two-thirds vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. Any applicable or required waivers shall be applied for and incorporated into said document. This document shall not be altered once put into effect until the following January and only by a two-thirds vote of the Board of Directors.
(c) All Star Selection Policy. An All Star Selection Policy document consistent with the rules set forth and/or approved by Little League Baseball, Inc. shall be drafted and approved by a two-thirds vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. Any applicable or required waivers shall be applied for and incorporated into said document. This document shall not be altered once put into effect until the following January and only by a two-thirds vote of the Board of Directors.
(d) Local Rules. A Local Rules document shall be drafted and approved by a majority vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. Any applicable or required waivers shall be applied for and incorporated into said document. This document shall not be altered once put into effect until the following January and only by a majority vote of the Board of Directors.
(e) Code of Conduct. A Code of Conduct document shall be drafted and approved by a two-thirds vote of the Board of Directors at the first duly constituted Board Meeting in January of each year. This document shall not be altered once put into effect until the following January and only by a two-thirds vote of the Board of Directors.
(f) Winter League. Winter League shall operate under the basic premise of these Bylaws in compliance with Little League Baseball, Inc. Rules and Regulations governing Winter League.
(g) Disciplinary Hearing Procedure. The Board of Directors shall draft and approve by majority vote at a duly constituted Board Meeting and cause to be posted for public viewing a Disciplinary Hearing Procedure outlining the process of disciplinary Board meetings, timeframes, time allocations and witness policies prior to the first scheduled game of each playing season.
ARTICLE XI – INDEMNIFICATION
To the fullest extent permitted by law, this corporation may indemnify its directors, officers, employees, and other persons described in Corporations Code section 5238(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in these Bylaws, shall have the same meaning as in that section of the Corporations Code.
On written request to the Board by any person seeking indemnification under Corporations Code section 5238(b) or section 5238(c), the Board shall promptly decide under Corporations Code section 5238(e) whether the applicable standard of conduct set forth in Corporations Code section 5238(b) or section 5238(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the Board shall promptly call a meeting of members. At that meeting, the members shall determine under Corporations Code section 5238(e) whether the applicable standard of conduct has been met and, if so, the members present at the meeting in person or by proxy shall authorize indemnification.
To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Article XI of these Bylaws in defending any proceeding covered by this Section shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately found that the person is entitled to be indemnified by the corporation for those expenses.
ARTICLE XI – RIGHT TO INSPECT RECORDS
SECTION 1
Members’ Right to Inspect Membership Records. Unless the corporation provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member’s interest as a member:
(a) Inspect and copy the records containing members’ names, addresses, and voting rights during usual business hours on five days’ prior written demand on the corporation, which must state the purpose for which the inspection rights are requested; or
(b) Obtain from the Secretary of the corporation, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.
The corporation may, within ten business days after receiving a demand under this Section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons the proposed alternative does not meet the proper purpose of the demand.
If the corporation reasonably believes that the information will be used for a purpose other than one reasonably related to a person’s interest as a member, or if it provides a reasonable alternative under this Section, it may deny the member access to the membership list.
Any inspection and copying under this Section may be made in person or by the member’s agent or attorney. The right of inspection includes the right to copy and make extracts. This right of inspection extends to the records of any subsidiary of the corporation.”
SECTION 2
Directors’ Right to Inspect Records. Every director shall have the absolute right at any reasonable time to inspect the corporation’s books, records, documents of every kind, physical properties, and the records of each subsidiary. The inspection may be made in person or by the director’s agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE XIII – AMENDMENTS
(a) These Bylaws may be amended, repealed or altered in whole or in part by a majority vote at any duly organized and convened meeting of the Members provided notice of the proposed change is included in the notice of such meeting. A draft of all proposed amendments shall be submitted to Little League Baseball, Inc. for approval before implementation.
(b) A copy of these Bylaws and any subsequent amendments will be placed at the principle business address, and in a public file or library within YVALL boundaries or on the YVALL web site.
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