BY-LAWS OF
THE
SHARPSBURG REGIONAL SOFTBALL ASSOCIATION, INC.
TABLE OF CONTENTS
Article One – Offices
1.1 Registered Office and Agent
1.2 Other Offices
Article Two – Members Meeting
2.1 Time and Place
2.2 Annual Meetings
2.3 Special Meetings
2.4 Notice
2.5 Quorum
Article Three - Directors
3.1 Powers
3.2 Number of Directors
3.3 Titles of Directors
3.4 Officeholders
3.5 Vacancies
3.6 Directors Meetings
3.7 Quorum
Article Four – Meetings of the Board of Directors
4.1 Generally
4.2 Regular Meetings
4.3 Special Meetings
4.4 Notice
Article Five – Membership
5.1 Members Record
5.2 Voting Member
Article Six – Miscellaneous
6.1 Books and Records
6.2 Fiscal Year
6.3 Seal
6.4 Annual Statements
6.5 Appointment of Agents
6.6 Indemnification
6.7 Reimbursement from Directors
6.8 Incidental Expenses
Article Seven – Notices: Waivers of Notice
7.1 Notice
7.2 Waiver of Notice
Article Eight – Amendments
8.1
Amendment
BY-LAWS OF
THE
SHARPSBURG REGIONAL SOFTBALL ASSOCIATION, INC.
ARTICLE ONE
OFFICES
1.1
Registered Office and Agent. The registered agent and
address of the initial registered office of the Corporation shall be R. DARREL
COOK, 170 Little Creek Drive,
1.2 Other Offices. The Corporation may have offices at such place or places as the Board of Directors may from time to time appoint or the business of the Corporation may require or make desirable.
ARTICLE TWO
MEMBERS MEETING
2.1 Time and Place. All meetings of the members shall be held at such place as may be fixed from time to time by the Board of Directors.
2.2 Annual Meetings. An annual meeting of the members shall be held on the last business day of the ninth month following the close of each fiscal year or at such other time and date prior thereto and following the close of the fiscal year as shall be determined by the Board of Directors for the purpose of electing directors and transacting such other business as may properly be brought before the meeting.
2.3 Special Meetings. Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statue or the Articles of Incorporation, may be called by the President, and shall be called by the President or the Secretary when so directed by the Board of Directors, or at the request in writing of any two or more directors, or at the request in writing of five or more members in good standing and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.
2.4 Notice. Except as otherwise required by statue or Articles of Incorporation, published notice of each meeting of the members, whether annual or special, shall be given not less than 7 nor more than 30 days before each meeting. Notice of any special meeting of members shall state the purpose or purposes for which the meeting is called. Attendance of a member at a meeting, shall of itself constitute a waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, and the manner in which it has been called or convened, except when a member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objections to the transaction of business. Notice of any adjourned meeting need not be given otherwise than by announcement at the meeting which the adjournment is taken.
2.5 Quorum. Ten of the members entitled to vote, present in person, shall be requisite and shall constitute a quorum at all meetings of the members for any business to be transacted, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. If, however, such quorum shall not be present at any meeting of the members, then members entitled to vote thereat, present in person, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until requisite amount of voting members shall be present. At such adjourned meeting at which a quorum shall be present, any business may be transacted that might have been transacted at the meetings as originally called.
ARTICLE THREE
DIRECTORS
3.1 Powers. The property and business of the Corporation shall be managed by its Board of Directors. In addition to the powers and authority by these By-Laws expressly conferred upon it, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the members.
3.2 Number of Directors. The Board of Directors shall consist of not less than three, no more than fifteen members, the precise number to be fixed by resolution of the members from time to time. Each director shall hold office until the annual meeting of members held next after his election and until a qualified successor shall be elected, or until his earlier death, resignation, incapacity to serve or removal. Directors need not be members.
3.3 Titles of Directors. The Board of Directors shall be comprised of the following: President, one or more Vice-Presidents (one of whom may be designated Executive Vice-President), Secretary, Treasurer, Registration Director, Uniform Director, Coaches Director, Fields Director, Fundraising Director, Publicity Director, Sponsorship Director, Umpires Director, and Coordination Director.
3.4 Officeholders. Any person may hold any two or more offices, except that no person may hold both the offices of President and Secretary. No officer need be a member.
3.5 Vacancies. If any vacancy shall occur among the directors by reason of death, resignation, incapacity to serve, increase in the number of directors, or otherwise, the remaining directors shall continue to act, and such vacancies may be filled by a majority of the directors then in office, though less than a quorum, and, if not theretofore filled by action of the directors, may be filled by the members at any meeting held during the existence of such vacancy. Any director may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation will be served. Removal requires a two-thirds vote among the Board of Directors.
3.6
Directors Meetings. The Board of Directors may hold its
meetings at such place or places within or without the State of
3.7 Quorum. At all meetings of the Board of Directors, the presence of one-third of the authorized number of directors, but not less then two directors, shall be necessary and sufficient to constitute a Quorum for the transaction of business. The act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation or by these By-Laws. In the absence of a quorum, a majority of the directors present at any meeting may adjourn the meeting from time to time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken.
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
4.1 Generally. Each newly elected Board of Directors shall meet at the place and time which shall have been determined, in accordance with the provisions of these By-Laws, for the holding of the regular meeting of the Board of Directors scheduled to be held next following the annual meeting of the members at which the newly elected Board of Directors shall have been elected, or if no place and time shall have been fixed for the holding of such meet of the Board of Directors, then immediately following the close of such annual meeting of members and at the place thereof, or such newly elected Board of Directors may hold such meeting at such place and time as shall be fixed by the consent of all the directors. In any case, no notice of such meeting to the newly elected directors shall be necessary in order legally to constitute the meeting.
4.2
Regular Meetings. Regular meetings of the Board of
Directors may be held without notice at such time and place within or without
the State of
4.3
Special Meetings. Special meetings of the Board of
Directors may be called by the President on not less than two days notice by
phone or personal delivery to each director and shall be called by the
President or the Secretary in like manner and on like notice on the written
request of two or more directors. Any such special meetings shall be held
at such time and place within or without the State of
4.4 Notice. No notice of any meeting of the Board of Directors need state the purpose thereof.
ARTICLE FIVE
MEMBERSHIP
5.1 Members Record. The Corporation shall keep a record of the members of the Corporation which readily shows the names and addresses of the members entitled to vote.
5.2 Voting Member. For purpose of determining members entitled to notice of or to vote, a member in good standing shall include the parents or legal guardians of any player properly registered during that fiscal year.
ARTICLE SIX
MISCELLANEOUS
6.1 Books and Records. The Board of Directors shall have power to determine which accounts and books of the Corporation, if any, shall be open to the inspection of members, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts and books which by law or by determination of the Board of Directors shall be open to inspection, and the members’ rights in this respect are and shall be restricted and limited accordingly.
6.2 Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by resolution of the Board of Directors.
6.3 Seal. The corporate seal shall be in such form as the Board of Directors may from time to time determine.
6.4 Annual Statements. Not later than two months after the close of each fiscal year, and in any case prior to the next annual meeting of members, the Corporation shall prepare:
(1) A balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and
(2) A profit and loss statement showing the results of its operation during its fiscal year.
Upon written request, the Corporation promptly shall mail to any member of record a copy of the most recent such balance sheet and profit and loss statement.
6.5 Appointment of Agents. The President or any Vice-President shall be authorized and empowered in the name and as the act and deed of the Corporation, name and appoint general and special agents, representatives and attorneys to represent the Corporation in the United States or in any foreign country or countries and to name and appoint attorneys and proxies to vote any shares of stock in any other corporation at any time owned or held of accord by the Corporation, and to prescribe, limit and deem the powers and duties of such agents, representatives, attorney, and proxies and to make substitution, revocation or cancellation in whole or in part of any power or authority conferred on any such agent, representative, attorney or proxy. All powers of attorney or other instruments under which such agents, representatives, attorneys, or proxies shall be so named and appointed shall be signed and executed by the President or a Vice-President, and the corporate seal shall be affixed thereto. Any substitution, revocation or cancellation shall be signed in like manner, provided always that any agent, representative, attorney or proxy when so authorized by the instrument appointing him/her may substitute or delegate his powers in whole or in part and revoke and cancel such substitutions or delegations. No special authorization by the Board of Directors shall be necessary in connection with the foregoing, but this By-Law shall be deemed to constitute full and complete authority to the directors above designated to do all the acts and things as they deem necessary or incidental thereto or in connection therewith.
6.6 Indemnification.
(a) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than any action by or in the right of the Corporation) by reason of the fact that he is or was a director, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, employee or agent of another corporation, partnership, joint venture, trust or other enterprises, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding if he acted in a manner he reasonably believed to be in or opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) Under the circumstances prescribed in paragraphs (c) and (d) of this section, the Corporation shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suite by or in the right of the Corporation to procure a judgment in its favor by reason of the fact he is or was a director, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses including attorneys’ fees, actually and reasonably incurred by him/her in connection with the defense or settlement of such action or suit, if he acted in good faith and in manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of the liability but in view of all the circumstances of the case, such person in fairly and reasonably entitled to indemnity for such expense which the court shall deem proper.
(c) To the extent that a director, employee or agent of a Corporation has been successful on merits or otherwise in defense of any action, suit or proceeding referred to in paragraphs (a) and (b) of this section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually reasonably incurred by him/her in connection therewith.
(d) Except as provided in paragraph (c) of this section and except as may be ordered by court, any indemnification under paragraphs (a) and (b) of this section shall be made by Corporation only as authorized in specific case upon a determination that indemnification of the director, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by the firm of independent legal counsel then employed by the Corporation, in a written opinion.
(e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding as authorized by the Board of Directors in the specific case and upon receipt of an undertaking by or on behalf of the director, employee, or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this section.
(f) The indemnification provided by this section shall not be deemed exclusive of any other right to which the person indemnified hereunder shall be entitled and shall inure to the benefit of their heirs, executors, or administrators of such persons.
(g) The Corporation may purchase and maintain insurance on the behalf of any person who is or was a director, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his status as such whether or not the Corporation would have the power to indemnify him/her against such liability under the provisions of this section.
(h) If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or by an insurance carrier pursuant to insurance maintained by the Corporation, the Corporation shall, not later than the next annual meeting of members, unless such meeting is held within three months from the date of such payment, and, in any event, within fifteen months from the date of such payment sent by first class mail to its members of record at the time entitled to vote for the election of directors, a statement specifying the persons paid, the amounts paid and the nature and status at the time of such payment of the litigation or threatened litigation.
6.7 Reimbursement from Directors. Any parents made to a director of the Corporation such as salary, commission, bonus, interests or rent or entertainment expense incurred by him/her, which shall be disallowed in whole or in part as a deductible expense by the Internal Revenue Service, shall be reimbursed by such director to the Corporation to the full extent of such disallowance. It shall be the duty of the Directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the director, subject to the determination of the Directors, proportionate amounts may be withheld from his future compensation payments until the amount owed to the Corporation has been recovered.
6.8 Incidental Expenses. Each director of the Corporation shall be required from time to time to bear personally incidental expenses related to his responsibilities as a director which expenses unless specifically authorized shall not be subject to reimbursement by the Company.
ARTICLE SEVEN
NOTICE: WAIVERS OF NOTICE
7.1 Notice. Except as otherwise specifically provided in these By-Laws, whenever under the provisions of these By-Laws, notice is required to be given to any member or director, is shall not be construed to mean personal notice but such notice may be given either by personal notice or by radio, cable, or telegraph, or by telephone, or by newspaper advertisement, or by mail by depositing the same in the post office or letter box in a postpaid sealed wrapper, addressed to such member or director at such address as appears on the books of the Corporation, and such notice shall be determined to be given at the time when the same be thus sent or mailed.
7.2 Waiver of Notice. When any notice whatever is required to be given by law, by the Articles of Incorporation or by these By-Laws, a waiver thereof by the person or persons entitled to said notice given before or after the time stated therein, in writing which shall include a waiver given by telegraph, radio, newspaper, or cable, shall be deemed equivalent thereto. No notice of any meeting need be given to any person who shall attend such meeting.
ARTICLE EIGHT
AMENDMENTS
8.1 Amendment. The By-Laws of the Corporation may be altered or amended and new By-Laws may be adopted by the members at any annual or special meeting of the members or by the Board of Directors at any regular or special meeting of the Board of Directors; provided, however, that, if such action is to be taken at a meeting of the members, notice of the general nature of the proposed change in the By-Laws shall have been given in the notice of meeting.
(END OF BY-LAWS)