BY-LAWS OF HPBSA

(A NON-PROFIT CORPORATION)

ARTICLE I - MEMBERSHIP

 

SECTION ONE:  Membership in the Howard-Palmetto Baseball-Softball Association, Inc., a Non-Profit Corporation, shall consist of two classes: 12-month voting members and seasonal voting members.

 

SECTION TWO:  The twelve-month voting members shall consist of all officers and directors of the corporation who shall vote on League matters until their successors are named or elected.

 

SECTION THREE:  The seasonal voting members will be all coaches (not to exceed two per team) and managers listed officially on the roster sheets. Seasonal voting members are authorized to vote on League business at general membership meetings, if any, that take place during any playing season in which they are a participant.  For purposes of this provision, the playing season (the “Playing Season”) shall commence with the first to occur of evaluations for that season or the conclusion of registration and shall conclude seven (7) calendar days after the conclusion of the final playoff game of the season.  Prior to the start of play, the only seasonal members will be the prospective managers because the coaches will not yet be known.

ARTICLE II - MEETINGS

 

SECTION ONE: There shall be a general membership meeting contemporaneous with opening day of the spring season (i.e. January) (the “Annual Meeting”) on a date to be established by the President and noticed to the general membership by email and by posting the date and location on the League’s website (such notice, “Electronic Notice”).  At the Annual Meeting, the President shall update the membership on the state of the League along with goals, objectives, and any rule changes for the upcoming season and such other business shall be conducted as has been properly brought before the meeting.  The Board of Directors may waive the requirement to hold an Annual Meeting by a two-thirds vote.

 

SECTION TWO: In addition to the Annual Meeting required in Section One of this Article, other general meetings of the membership (“Special Meetings”) may be called by a majority vote of the Board of Directors or by written request by no fewer than twenty-five (25) members, of which no more than ten (10) can participate in any capacity (i.e. coach, parent, assistant coach, or VP) in any particular division.  A Special Meeting may be called upon not less than seven (7) days Electronic Notice, which Electronic Notice shall specify the purpose of the Special Meeting and shall specify any business to be brought before the general membership.

 

SECTION THREE:  The general membership may, by two-thirds majority vote at a properly-noticed meeting at which at least 50% of eligible voting members are present, (i) remove any officer or official of the League, or (ii) enact amendments to the By-Laws.  The general membership may also enact by majority vote non-binding resolutions to express the will of the membership to the Board of Directors and the Executive Board.  The general membership shall have no other powers or role in the day-to-day governance of the League except to the extent such role may be assigned to it by majority vote of the Board of Directors.

 

ARTICLE III - OFFICERS AND THEIR DUTIES

 

SECTION ONE: PRESIDENT - The President of this corporation is the Chief Executive Officer of the Corporation and shall preside at all meetings of the membership, all meetings of the Board of Directors, and at all meetings of the Executive Committee and shall perform all the duties that ordinarily pertain to the office. He shall have full power and authority to appoint any, all, and as many committees, standing, special or otherwise, as in their opinion are needed to accomplish the purposes of the corporation.  No person shall be elected or appointed to the office of President prior to having served as an Officer other than as President for not less than one (1) year.

 

SECTION TWO: COMMISSIONERS - There shall be three Commissioners, one for the junior baseball divisions (T-Ball and coach-pitch divisions), one for the senior baseball divisions (kid-pitch divisions), and one for the softball division. The Commissioners shall be appointed by the Executive Committee with the approval of the Board of Directors.  The President or the Executive Committee may appoint additional Commissioners as needed to conduct the business of the league (i.e. Summer/Fall baseball, Aces, etc.) as may be authorized by and under such conditions as may be designated by the Board of Directors.  No Commissioner shall manage or coach a team on the field or in the dugout in their respective divisions, provided, however, that the Commissioner of the softball division may simultaneously manage or coach a team in the softball division.  In addition to those responsibilities delegated to them by the Board of Directors or the Executive Board, the Commissioners shall have the following duties and responsibilities, which may be fulfilled by delegation to or in partnership with the Vice Presidents of their respective divisions:

  1. Act, along with the Scheduling Chair, as the liaison between the Municipal governments Parks and Recreation Departments and the League in all matters relating to the availability, preparation, and scheduling of playing fields for preseason practices and League games.
  2. Except as inconsistent with the RULES, establish ground rules for all playing fields, and be the overall coordinator of their respective League games.
  3. Consistently enforce the “RULES” perform all acts and perform every duty incident to obedience to the “RULES”. 
  4. Provide leadership and follow-through on League initiatives.
  5. Serve on committees to which they are appointed and actively contribute to discussions and decisions.
  6. Proactively seek and recommend to the President, Executive Committee, or Board of Directors as appropriate ways to improve processes and procedures.
  7. Effectively manage shared spreadsheets and similar League resources to ensure transparency and accountability.
  8. Provide guidance, support, and oversight to Vice Presidents in their divisions to ensure that they meet their responsibilities and performance expectations.
  9. Manage evaluations in their divisions by providing full oversight, execution, and follow-through on all evaluation-related activities.
  10. Evaluate and adjudicate player eligibility within their divisions and requests for special exceptions to eligibility requirements (i.e. playing up or down) in consultation with any other impacted Commissioner.
  11. Oversee the process of adding and removing players from waitlists after the draft.
  12. Oversee and manage the draft process in order to provide a fair and transparent draft process.
  13. Liaise with the Uniform Chairperson and Equipment Manager and oversee the ordering and distribution of uniforms and equipment for their divisions.
  14. Actively participate in League and division events and meetings of the Executive Committee and Board of Directors.
  15. Organize and execute division-specific events, clinics, and other activities that promote player development and community engagement.

 

SECTION THREE: IMMEDIATE PAST PRESIDENT - It shall be the duty of the Immediate Past President to act for the President in their absence, and in the case of the resignation, removal, death, or incapacity of the President, he shall assume all duties of the President, until the vacancy is filled by the Board of Directors hereunder.  The Immediate Past President shall have access to League bank accounts and bank statements but shall not have authority to transact unless the Immediate Past President has assumed the duties of the President due to the resignation, removal, death, or incapacity of the President.

 

SECTION FIVE: VICE PRESIDENTS - There shall be one Vice President for each division.  No Vice President may manage or coach a team in the same division for which he is an officer during their term of office, except that the Vice President for the T-Ball division may manage or coach a team in the T-Ball division. They shall recommend to the Executive Committee, for approval, individuals to manage in their division. The respective Commissioner will define additional duties and responsibilities of each Vice President.  The baseball and softball Commissioners shall oversee their respective vice presidents and shall be responsible for tryouts, drafts, conduct, and supervision of games, interpreting rules and regulations, arbitrating disputes, and other operational matters.

 

SECTION SIX: SECRETARY - It shall be the duty of the Secretary to keep accurate minutes of each meeting of the membership, the Board of Directors, and the Executive Committee, to preserve such records, to publish the minutes prior to the next meeting, and to perform other duties as are usually incident to the office, and as requested by the President, the Executive Committee, or the Board of Directors. The Secretary shall be responsible for the preparation and mailing of notices and the transmission of Electronic Notice.

 

SECTION SEVEN: TREASURER - The Treasurer shall safely keep all monies of the corporation that may come into their hands from time to time and pay out the same pursuant to the order of the Executive Committee; keep accurate books of accounts of the transactions of their office, and generally perform all other duties pertaining to their office or that may be required of them by the Executive Committee or the Board of Directors. The Treasurer shall promptly deposit the monies of the corporation as they may come into their hands in such banking or trust company or companies as may be designated by the Executive Committee. Such deposits shall be in the name of HOWARD-PALMETTO BASEBALL-SOFTBALL ASSOCIATION, INC. The treasurer shall also receive and have charge of all bills, notes, bonds, and other securities belonging to the corporation, and shall dispose of same as may be ordered by the Executive Committee. No unapproved or unbudgeted disbursements may be made, except by the Treasurer (i) with the approval of the President with respect to such expenses not exceeding TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500.00), or (ii) with the approval of the Executive Committee for such expenses exceeding TWO THOUSAND FIVE HUNDRED DOLLARS, provided that no payments other than routine documented expense reimbursements may be made to any person or company affiliated with a member of the Executive Committee or of the Board of Directors without approval of the Board of Directors.  A report of the financial transactions of the League shall be made to the general membership at the Annual Meeting and at each meeting of the Board of Directors. Upon the request of the President, the Executive Committee, or the Board of Directors, the Treasurer shall make a complete, strict and accurate account of all assets in their possession belonging to the Corporation and of the liability and net worth of the corporation in accordance with standard accounting practices and shall submit the books and records for audit at any time, place, and to any person so ordered by the President, the Executive Committee, or the Board of Directors. The Treasurer is further charged with the responsibility of preparing a budget for the ensuing year. The treasurer will submit the proposed budget to the Executive Committee in the month of October and the Executive Committee shall make such adjustments as it may see fit, after which the Executive Committee shall submit the proposed budget to the Board of Directors for approval. The Executive Committee shall review the books of account annually and prior to transfer to the new Treasurer.

 

SECTION EIGHT: OTHER OFFICERS - The Executive Committee, with the approval of the Board of Directors, may appoint other officers to serve in the following capacities (the “Discretionary Officers”):

A.   Registrar: Shall be responsible for recording and coordinating all registrations for baseball and softball in accordance with the registration policy established by the President and Executive Committee. The Registrar shall perform other duties and responsibilities as assigned annually by the League President.

B.    Chief of Umpires: Shall be responsible for the coordination, supervision, recruiting, and training of personnel to umpire for Howard-Palmetto Baseball-Softball Association, Inc. and other duties and responsibilities as defined by the President, including providing umpires at every scheduled game, in accordance with the rules hereinafter adopted.

C.    Equipment Manager: Shall be responsible for purchasing of all “hard” and “soft” goods used by the League; for the maintenance and storage of all League equipment and other duties and responsibilities as defined by the President.

D.    Sponsor Chairperson: Shall be responsible for securing the necessary sponsorship for each team participating in the baseball and softball programs and other duties and responsibilities assigned by the President.

E.    Special Projects Chairperson: Shall be responsible for special projects as defined and approved by the President and the Executive Committee.

F.    Publicity Chairperson: Shall be responsible for collecting and disseminating information (after first channeling through the President or Commissioners for approval), such as League standings and general announcements, to the membership, news media, and general public, shall promote the League on social media in a manner approved by the President, shall exercise control over official League social media accounts, and shall have such other duties and responsibilities as defined by the President.

G.    Picture Chairperson: Shall be responsible for the coordination and supervision of all items and individual photographs for baseball and softball and other duties and responsibilities as defined by the President.

H.     Awards Chairperson: Shall be responsible for selecting and purchasing all designated awards.

I.    Team Parent Liaison:  Shall be responsible for coordinating the individual “team parents” for the purposes of disseminating information to the parents, the scheduling of volunteers for special projects, and collecting certain monies from the teams.

J.      Concession Supervisor: Shall be responsible for overseeing the management of any League operated concession stands, including food and drink purchases and preparation, and appropriate bookkeeping.

K.    Uniform Chairperson: Shall be responsible for the purchasing and dispersing of uniforms that are required by the league and other duties and responsibilities as defined by the President.

L.    Scheduling Chairperson: Shall be responsible for coordinating with the commissioners of baseball & softball, the scheduling of all league games and other duties and responsibilities as defined by the President.

M.     Legal Advisor: Shall be responsible for overseeing all legal matters of the league, and other duties and responsibilities as defined by the President, the Executive Committee, or the Board of Directors.  The Legal Advisor shall be a member of the Board of Directors and shall be entitled to attend all meetings of the Executive Committee as a non-voting advisor.  For the avoidance of doubt, the Legal Advisor is not legal counsel to the corporation and the Board of Directors may engage outside legal counsel where the corporation requires legal representation.

N.    Rules Committee Chairperson: Shall be appointed by the President and shall be responsible for presiding over the committee meetings and for periodic publication of the rule book. The Rules Committee members shall be appointed by the President with the advice of the chairperson.

O.    Historian: Shall be responsible for collecting and storing memorabilia regarding league affairs and activities.

 

ARTICLE IV – SELECTION OF OFFICERS

 

SECTION ONE: ANNUAL SELECTIONS - All officers of the corporation shall be elected or appointed annually as set forth herein and shall hold office for the term of one (1) year or until their successors are duly elected or appointed.  The term of office of these officers elected shall be from August 1st of the same year to July 31st, inclusive, of the following year.  At a meeting in April of each year, a nominating committee of five (5) members shall be convened comprised of the President, each of the Senior Baseball, Junior Baseball, and Softball Commissioners, and the Immediate Past President.  In the event that any of the foregoing members are unwilling or unable to serve, the Board of Directors shall select an at-large member to replace them.  The nominating committee shall elect its own chairperson and shall nominate, from those eligible, candidates for the offices of President, Secretary, and Treasurer. 

 

SECTION TWO:  The President, Secretary, and Treasurer shall be elected at a duly-noticed meeting of the Board of Directors in May or as soon thereafter as such meeting may be scheduled.  Any nominations made by the nominating committee and accepted by the nominee shall be placed into nomination along with any other nominations made by any director at the meeting.  All other officers shall be elected or appointed, as applicable, at a duly-noticed meeting of the Board of Directors in June or as soon thereafter as such meeting may be scheduled, provided that the Executive Board, with the approval of the Board of Directors, may appoint a Discretionary Officer not appointed at the June meeting at any time thereafter.

 

SECTION THREE: Any officer or non-officer member of the Executive Committee may be removed from office by a two-thirds vote of the Board of Directors at a duly-noticed meeting, provided each officer in question has been sent Electronic Notice specifying an intention to vote on their removal at least seven (7) days but not more than fourteen (14) days before such meeting.

ARTICLE V – BOARD OF DIRECTORS

 

SECTION ONE:  The Board of Directors shall consist of each of the officers set forth in Article III hereof including, for the avoidance of doubt, any Discretionary Officers, that have been duly elected or appointed as of the date of any meeting of the Board of Directors, provided, however, that any officer not already seated at the commencement of the Playing Season shall be permitted to attend and participate in all meetings of the Board of Directors, but shall not be permitted to vote on or be counted for purposes of quorum with respect to any business coming before the Board of Directors for sixty (60) days after such officer was actually seated.

 

SECTION TWO:  Except to the extent delegated to the Executive Committee or the general membership, the Board of Directors shall have exclusive authority to (i) enact the annual budget for the League, (ii) elect, or, where applicable, approve the appointment by the Executive Committee of officers of the League, (iii) designate League business to be referred to a vote of the general membership pursuant to Article II hereof, (iv) approve matters impacting the League beyond the current Playing Season (such as expansion, restructuring, long-term contracts or financial obligations), (v) by a two-thirds majority vote of those members present, overrule an action of the Executive Committee at a meeting no later than the first meeting after the minutes of the Executive Committee meeting reflecting such action are circulated to the Board of Directors; (vi) determine such other matters are assigned to it under these By-Laws.

 

SECTION THREE:  All meetings of the Board of Directors shall be called by the President or by no fewer than five (5) voting members of the Board of Directors, in each case by Electronic Notice and, except in the event of an emergency, on not less than 7-days notice.  At least eight (8) of the Board of Directors must be in attendance at any meeting in order for business to be transacted. 

ARTICLE VI - EXECUTIVE COMMITTEE

 

SECTION ONE: Except to the extent reserved or assigned to the Board of Directors or the general membership, the day-to-day affairs and business of the corporation shall be managed by an Executive Committee, which shall consist of:

1. President

2. Immediate Past President

3. Commissioner – Junior Divisions Baseball

4. Commissioner - Softball

5. Commissioner- Senior Divisions Baseball

6. Treasurer

7. One Officer from Junior Baseball Division (T-Ball and Coach Pitch)

8. One Officer from Senior Baseball Division (Kid Pitch)

9. One Officer from Softball Division

10. Rules Committee Chairperson

11. At Large Member - Baseball

12. At Large Member – Softball

13. Legal Advisor – Non-Voting Advisor

 

The President shall have the power and authority to select the Executive Committee members for positions 7 through 12, provided that any changes or additions to the membership of the Executive Committee during the Playing Season shall be approved by the Board of Directors.

 

SECTION TWO: TERM OF OFFICE-The term of office of each of the Executive Committee members shall be concurrent with their term as an officer of the corporation or, in the case of positions no. 11 and 12, the term of the President.

 

SECTION THREE: The Executive Committee shall be responsible for the day-to-day general management of the affairs and business of the corporation. It may adopt such rules and regulations for the conduct of their meetings and the management of the corporation as they may deem proper, not inconsistent with the By-Laws, and adopted provisions contained in the annual report of the HOWARD-PALMETTO BASEBALL-SOFTBALL ASSOCIATION, INC. RULES REVIEW COMMITTEE. Except as provided in Article V hereof, all actions of the Executive Committee are final.  Other than as set forth herein, Executive Committee decisions shall be made by simple majority.

 

SECTION FOUR: EXECUTIVE COMMITTEE MEETINGS - All meetings of the Executive Committee shall be called by the President. Duties and responsibilities of the Executive Committee will include planning for each ensuing year, examining the Treasurer’s preliminary budget, filling vacancies, re-examining fees to be charged participants and sponsors, and approving all contracts and obligations involving the League. A special meeting of the Executive Committee may be called by the President, or the Secretary, upon the written request of five (5) or more members of the Executive Committee. At least five (5) members of the Executive Committee must be in attendance at any meeting in order for business to be transacted. At all meetings of the Executive Committee, each Executive Committee member will have one vote. Any officer, manager, or coach may be removed, either with or without cause, at any time by a two-thirds vote of the full Executive Committee.

ARTICLE VII – CONFLICTS OF INTEREST

SECTION ONE:  No officer, director, or Executive Committee member or any family member or business entity with which any such person is associated may do business with the League or otherwise engage in any transaction in which such party is financially interested unless such transaction is fair and reasonable to the League, the fact of such relationship or interest is disclosed or generally known at the time such transaction is approved or ratified, such interested party does not vote on such transaction, and such transaction is approved by the Board of Directors or, if approved by the Executive Committee, is ratified by the Board of Directors.  

SECTION TWO:  In order to avoid the appearance of a conflict of interest or partiality, and notwithstanding any provision of these By-Laws to the contrary, the President and Commissioners shall defer to the determinations of the applicable Vice President or other officer in connection with matters directly pertaining to a player that is a relative (i.e. son, daughter, niece, nephew, stepchild, etc.) or to a team on which such a player is a member or, in the case of the President and Commissioner of the softball division, affecting any team that such person manages.  Similarly, each Vice President shall refer any such matter to the applicable Commissioner for resolution.  Other officers may refer any matter falling under their purview to the Executive Board to avoid the appearance of partiality or conflict of interest.  Nothing herein shall preclude the President, Commissioner, Vice-President, or other officer from participating and voting on such matters in their capacity as a member of the Executive Committee or the Board of Directors.

SECTION THREE:  The payment of salaries to any member of the League will require the approval of a two-thirds majority of the Board of Directors.

ARTICLE VIII – CONDUCT OF MEETINGS

 

SECTION ONE – ROBERT’S RULES OF ORDER - All meetings of the general membership, the Board of Directors, and the Executive Committee shall be conducted in accordance with Robert’s Rules-of-Order, and any revisions thereto, except where such rules-of-order conflict with any rules-of-order of the Charter of HOWARD-PALMETTO BASEBALL-SOFTBALL ASSOCIATION, INC., By-Laws of HOWARD-PALMETTO BASEBALL-SOFTBALL ASSOCIATION, INC., and any special rules of procedure adopted by the general membership, the Board of Directors, or the Executive Committee, as applicable.

 

SECTION TWO – ELECTRONIC PARTICIPATION – Unless otherwise designated by a majority vote of the Executive Committee or Board of Directors, as applicable, any member of the Executive Committee or Board of Directors may attend, participate, and vote at any meeting using telephonic or video communication technology.  Although the video or telephonic attendance at meetings of the general membership may be permitted, all votes of the general membership shall be conducted in-person only.

 

SECTION THREE – WRITTEN CONSENT IN LIEU OF MEETING – The Board of Directors or the Executive Committee, as applicable, may act by unanimous written consent in lieu of meeting, which consent may be secured by written resolution or motion by e-mail but not by text message or similar other means.  Any member of the Board of Directors or Executive Committee may request that the item be considered at a meeting either by so requesting or by withholding consent to action in lieu of a meeting.

 

ARTICLE IX - RULES

 

SECTION ONE: The corporation adopts for itself the “RULES” and any revisions thereof, containing: The sportsmanship code, the registration of players, managers, and coaches, verification of ages, transfers, coaching, officiating, and championship contests, protests, conduct violations, suspensions, knowledge of rules, changes, leaving matters not covered by said rules to the discretion of the Executive Board and the most recent adopted report of the HOWARD-PALMETTO “RULES REVIEW COMMITTEE”.

 

SECTION TWO: RULES REVIEW COMMITTEE - The HOWARD-PALMETTO BASEBALL-SOFTBALL ASSOCIATION Rules Review Committee will function as an ad-hoc committee appointed annually by the President of the League. The Rules Review Committee will be expected to submit to the Executive Committee by May their recommendations for changes in existing rules and the incorporation of new rules for divisional play within the League. The Executive Committee shall review the rules proposed by the Rules Review Committee, altering them if they see fit. The Executive Committee will then submit the final report to the Board of Directors for ratification no later than the last meeting prior to the opening of the Playing Season.

 

SECTION THREE:  REFUND OF REGISTRATION FEE – After having been drafted and named to a team, if a child withdraws from a team without an appropriate reason (i.e. illness or injury materially impacting the child’s ability to participate in a significant portion of the season), there shall be no refund.  Any refunds must be reviewed and approved by the Commissioner for the applicable division.

 ARTICLE X - VACANCIES-HOW FILLED

SECTION ONE:  All vacancies in any office other than President and Discretionary Officer positions shall be filled by appointment of the President without undue delay, with the approval of a majority of the Board of Directors.  In the case of Discretionary Officer positions, the President may appoint a replacement with the approval of a majority of the Board of Directors.

SECTION TWO:  Any vacancy occurring in the office of President shall be filled without undue delay by a majority vote of the Board of Directors.  Pursuant to Article II, Section Three, the Immediate Past President shall assume all duties of the President pending the selection of a replacement by the Board of Directors or, in the event that the Immediate Past President is unwilling or unable to serve, such duties will be assumed by the Commissioner of the Senior Baseball Divisions. 

ARTICLE XI - AMENDMENTS

These By-Laws may be altered, amended, repealed, or added to by a two-thirds majority vote of the Board of Directors, at any meeting, provided that Electronic Notice shall have been sent to each member of the Board of Directors at least seven (7) days before the date of such meeting, which notice shall state the alteration, amendments, or changes that are proposed to be made in such BY-LAWS. Only such changes as have been specified in the notice shall be made, provided that if at least two-thirds of the Board of Directors shall be present at any meeting, these By-Laws may be amended by a unanimous vote of the Board of Directors, without any previous notice.

ARTICLE XII – EFFECTIVE DATE/TRANSITION

These By-Laws will be effective immediately upon adoption, provided, however, that no person currently holding any office shall be removed from such office or rendered ineligible for re-election or re-appointment to such office as a result of the adoption of such By-Laws during the Playing Season.