Purpose of Zionsville Little League
Adapted from the Zionsville Little League Articles of Incorporation (1974):
The purposes for which Zionsville Little League is formed are:
To implant firmly in the children of the community the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so that they may be well adjusted, stronger and happier boys and girls and will grow to be decent, healthy and trustworthy men and women.
To achieve this objective, the Zionsville Little League will provide a supervised program of baseball and softball games regulated by the Rules and Policies of Little League Baseball, Incorporated. Directors, officers and members shall bear in mind that stressing exceptional athletic skills or the winning of games is secondary and that the type and quality of leadership extended to the boys and girls is of prime importance.
ZIONSVILLE LITTLE LEAGUE BYLAWS (Amended and Approved: May 4, 2008)
ARTICLE 1
Section 1.02. Principal Office and Resident Agent
The post office address of the Corporation’s registered office is P.O. Box 544, Zionsville, Indiana, 46077. The registered agent in charge of the registered office is William Stanczykiewicz.
The Corporation’s president shall serve as the registered agent unless by majority vote the Corporation’s Board of Directors authorizes another individual to serve as registered agent.
Section 1.03. Fiscal Year
The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September next succeeding.
ARTICLE 2
Section 2.01. Little League Charter
The Corporation shall annually apply for a charter from Little League Baseball, Incorporated, and shall take all necessary steps to obtain and maintain such charter.
The official playing rules and regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on the Corporation. Local rules of the Corporation shall be adopted by the Board of Directors and published as Rules and Regulations of Zionsville Little League.
Neither these Bylaws nor the local Rules and Regulations of the Corporations shall contravene the Rules and Regulations of Little League Baseball, Incorporated.
ARTICLE 3
Section 3.01. Directors
The affairs of the Corporation shall be managed, controlled, and conducted by, and under the supervision of, the Board of Directors. The Board of Directors shall have no less than three (3) directors. The maximum number of directors can be designated by resolution of the Board of Directors from time to time. Section 3.02. Election of Directors
The election of directors is held during the Corporation’s annual meeting, which is scheduled for the final month of the fiscal year. New board terms start on the first day of the first month of the new fiscal year.
Any individual who has volunteered with the Corporation during that fiscal year (examples include manager, coach, team parent, umpire, field maintenance and concession stand) is eligible to vote in the election of directors.
Section 3.03. Terms of Directors
Each of the voting directors shall serve a one-year term which expires at the end of the fiscal year. The Corporation’s Board of Directors does not have term limits.
Section 3.04. Quorum and Voting
A majority of the directors with voting rights who are in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board of Directors. The act of a majority of the directors with voting rights who are present at a meeting at which a quorum exists shall be the act of the Board of Directors.
The following actions shall require the affirmative vote of two-thirds (2/3) of the voting directors then in office:
- removal of a voting director from the Board of Directors;
- any amendment to the Articles of Incorporation;
- any amendment to the Bylaws;
- the dissolution of the Corporation;
- any acquisition of the assets of another organization;
- any merger with another organization;
- the sale, lease or exchange or at least one-half (1/2) of the Corporation’s assets;
- any transaction in which the Corporation would incur indebtedness of $100,000 or more;
- any substantial change to the Corporation’s mission.
Members may not vote by proxy.
Section 3.05. Regular Meetings
The Board of Directors may hold regular meetings, as fixed by these Bylaws or by resolution of the Board of Directors, for the purpose of transacting such business as properly may come before the Corporation’s Board of Directors. Such regular meetings of the Board of Directors may be held without notice of the date, time, place or purpose of the meeting.
The Board of Directors may adopt such rules and regulations for the conduct of board meetings and the management of the Corporation as the board deems proper. These rules and regulations may be changed by a majority vote of the board during any regular or special meeting at which a quorum of the board is present.
Section 3.06. Special Meetings
The Board of Directors may hold special meetings for any lawful purpose upon proper notice, upon call by the President of the Corporation or by a majority of the Board of Directors. A special meeting shall be held at such date, time and place as is specified in the call of the meeting. The purpose of any such meeting need not be specified.
Proper notice of special meetings must be in writing or via e-mail – providing the date, time and location of each special meeting. Proper notice must be communicated by the Secretary of the Corporation or by the person or persons calling the meeting to each member of the Board of Directors at least five (5) days before the date of the meeting. The notice need not describe the purpose of the special meeting.
Written or e-mail notice shall be effective at the earliest of the following:
- when received;
- five (5) days after the written notice is mailed, as evidenced by the postmark or private carrier receipt, if mailed correctly addressed to the address listed in the most current record of the Corporation;
- on the date shown on the return receipt, if sent by registered or certified United States mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.
Section 3.07. Means of Communication
The Board of Directors may permit a director to participate in a meeting through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be considered present in person at the meeting.
Section 3.08. Removal
Any director may be removed from office at any time with or without cause by two-thirds (2/3) of the directors then in office.
Section 3.09. Vacancies
Any vacancy on the Board of Directors that exists during the fiscal year can be filled by a majority vote of the directors then in office. The director elected to fill such vacancy shall serve the balance of the term vacated.
ARTICLE 4
Section 4.01. Officers
The officers of this Corporation shall be the President, the Executive Vice President, the Secretary, the Treasurer, the Player Agent, the Safety Officer, the Information Officer, the Umpire-in-Chief and such other officers as the Board of Directors may otherwise elect. The officers are elected during the annual meeting when the Board of Directors is being elected. An officer may simultaneously hold more than one office. As members of the Board of Directors, the officers serve a one-year term. The officers do not have term limits.
Section 4.02. President
The President shall preside at all meetings of the Corporation’s Board of Directors and shall be responsible for implementation of policies established by the Board of Directors. The President shall perform such other duties as the Board of Directors may prescribe.
The President approves the selection of all managers, coaches and umpires.
The President shall serve as the contact between the Corporation and Little League Headquarters and shall receive all mail, supplies and other communications from Little League Headquarters. The President is responsible for informing all Corporation personnel on all phases of rules, regulations and polices of Little League Baseball.
The President shall be an ex-officio member of all standing or special committees of the Board of Directors.
Section 4.03 Executive Vice President
The Executive Vice President shall preside at meetings of the Corporation’s Board of Directors from which the President is absent.
The Executive Vice President shall conduct an annual meeting with the Corporation’s Team Parents prior to the start of each season and remain as the board’s point of contact for the Team Parents throughout the course of the season.
The Executive Vice President carries out such duties and assignments as delegated by the President. The Executive Vice President shall be an ex-officio member of all standing or special committees of the Board of Directors.
Section 4.04. Secretary
The Secretary shall be the custodian of all papers, books and records of the Corporation. The Secretary shall prepare and enter minutes of all meetings of the Board of Directors. The Secretary shall authenticate records of the Corporation as necessary.
Section 4.05. Treasurer
The Treasurer shall be the custodian of all money, notes, securities and other assets that come into the possession of the Corporation. The Treasurer shall immediately deposit all funds of the Corporation into the appropriate bank account designated by the Board of Directors and maintain all bank accounts in the name of the Corporation.
The Treasurer shall be responsible for ensuring that the Corporation’s accounts payable and all other debts are paid in a timely manner.
The Treasurer shall prepare and maintain correct and complete records of account showing accurately the financial condition of the Corporation. The Treasurer shall furnish, whenever requested by the President or by the Board of Directors, a statement of the financial condition of the Corporation and shall perform the duties usual to such position and such other duties as the President or the Board of Directors may prescribe.
The Treasurer shall ensure that the Corporation’s finances are subject to an audit on an annual basis. All financial reports and the annual audit shall be open to public inspection.
Section 4.06. Player Agent
The Player Agent shall be responsible for player registration, assessment, try outs and team selection. The Player agent is responsible for ensuring the age and geographic eligibility of each player according to the Regulations of Little League Baseball.
The Player Agent is responsible for all player affairs including but not limited to conflicts and potential disciplinary action.
Section 4.07. Safety Officer
The Safety Officer shall establish safety policies and procedures that are known, understood and practiced by all Corporation participants. The Safety Officer shall provide periodic maintenance and inspection of playing facilities and equipment, prepare for emergencies and training in first aid, investigate accidents and recommend corrective action.
The Safety Officer shall process Little League insurance claims and receive and distribute insurance payments to claimants or to claimant’s parent.
Section 4.08. Information Officer
The Information Officer shall collect, post and distribute information on the Corporation’s activities to Corporation participants, Little League Baseball, the district, the media and the public at-large.
Section 4.09. Umpire-in-Chief
The Umpire-in-Chief shall recruit, train and schedule umpires capable of supervising play within the Rules and Regulations established by Little League Baseball.
Section 4.10. Other Officers
The Board of Directors may create positions of other officers, who shall perform such duties as the President or the Board of Directors may prescribe.
ARTICLE 5
Section 5.01. Committees
The Board of Directors shall have the power to appoint such standing and special committees, and delegate specific responsibility to these committees, as the board deems necessary to accomplish the goals and perform the programs of the Corporation.
Members of such committees need not be members of the Board of Directors. A committee member who is not a member of the Board of Directors may be removed by the Board of Directors, with or without cause, by a majority vote of the board during a meeting at which a quorum is present.
Section 5.02. Executive Committee
The Executive Committee shall consist of the President, the Executive Vice President, the Treasurer, the Player Agent and the Vice President of Maintenance.
The Executive Committee shall have and exercise all of the authority of the Board of Directors in the management of the Corporation during intervals between the meetings of the Board of Directors. Any such actions taken by the Executive Committee shall be reviewed at the next meeting of the Board of Directors, which retains final authority over such actions.
ARTICLE 6
Section 6.01. Managers and Coaches
Managers and coaches shall be appointed by the President and be responsible for the conduct of their players during practices, games and other Corporation events and activities.
Section 6.02. Umpires
Umpires shall be appointed by the President. Umpires must successfully complete training conducted by the Umpire-in-Chief or otherwise demonstrate sufficient knowledge of Little League Rules and Regulations in order to provide necessary field leadership.
ARTICLE 7
Section 7.01. Indemnification by the Corporation
To the extent not inconsistent with applicable law, every person (and the heirs and personal representatives of such person) who is or was a director, volunteer, agent or employee of the Corporation shall be indemnified by the Corporation against all liability and reasonable expense that may be incurred by him or her in connection with or resulting from any claim, action, suit or proceeding (a) if such person is wholly successful with respect thereto or, (b) if not wholly successful, then if such person is determined as provided in Section 7.03 of this Article 7 to have acted in good faith, in what he or she reasonably believed to be the best interests of the Corporation (or, in any case not involving the person’s official capacity with the Corporation, in what he or she reasonably believed to be not opposed to the best interests of the Corporation), and, in addition, with respect to any criminal action or proceeding, is determined to have had reasonable cause to believe that his or her conduct was lawful (or no reasonable cause to believe that the conduct was unlawful). The termination of any claim, action, suit or proceeding, by judgment, settlement (whether with or without court approval), or conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not create a presumption that a person did not meet the standards of conduct set forth in this Article 7.
Section 7.02. Definitions
As used in this Article 7, the terms “claim, action, suit, or proceeding” shall include any threatened, pending, or completed claim, action, suit, or proceeding and all appeals thereof (whether brought by or in the right of this Corporation, any other corporation, or otherwise), civil, criminal, administrative, or investigative, whether formal or informal, in which a person (or his or her heirs or personal representatives) may become involved, as a party or otherwise:
- By reason of his or her being or having been a director, member, officer, agent, or employee of the Corporation or of any corporation where he or she served as such at the request of the Corporation, or
- By reason of his or her acting or having acted in any capacity in a corporation, partnership, joint venture, association, trust, or other organization or entity where he or she served as such at the request of the Corporation, or
- By reason of any action taken or not taken by him or her in any such capacity, whether or not he or she continues in such capacity at the time such liability or expense shall have been incurred.
As used in this Article 7, the terms “liability” and “expense” shall include, but shall not be limited to, counsel fees and disbursements and amounts of judgments, fines, or penalties against, and amounts paid in settlement by or on behalf of, a person.
As used in this Article 7, the term “wholly successful” shall mean:
- termination of any action, suit, or proceeding against the person in question without any finding of liability or guilt against him or her, or
- approval by a court, with knowledge of the indemnity herein provided, of a settlement of any action, suit, or proceeding, or
- ithe expiration of a reasonable period of time after the making of any claim or threat of any action, suit, or proceeding without the institution of the same, without any payment or promise made to induce a settlement.
Section 7.03. Entitlement to Indemnification
Every person claiming indemnification hereunder (other than one who has been wholly successful with respect to any claim, action, suit, or proceeding) shall be entitled to indemnification (a) if special independent legal counsel, which may be regular counsel of the Corporation or other disinterested person or persons, in either case selected by the Board of Directors, whether or not a disinterested quorum exists (such counsel or person or persons being hereinafter called the “referee”), shall deliver to the Corporation a written finding that such person has met the standards of conduct set forth in the preceding Section 7.01 of this Article 7 and (b) if the Board of Directors, acting upon such written finding, so determines. The person claiming indemnification shall, if requested, appear before the referee and answer questions which the referee deems relevant and shall be given ample opportunity to present to the referee evidence upon which he or she relies for indemnification. The Corporation shall, at the request of the referee, make available facts, opinions or other evidence in any way relevant to the referee’s findings that are within the possession or control of the Corporation.
Section 7.04 Relationship to Other Rights
The right of indemnification provided in this Article 7 shall be in addition to any rights to which any person may otherwise be entitled.
Section 7.05. Extent of Indemnification
Irrespective of the provisions of this Article 7, the Board of Directors may, at any time and from time to time, approve indemnification of directors, volunteers, agents, employees or other persons to the fullest extent permitted by applicable law, or, if not permitted, then to any extent not prohibited by such law, whether on account of past or future transactions.
Section 7.06. Advancement of Expenses
Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Corporation (by action of the Board of Directors, whether or not a disinterested quorum exists) prior to the final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount unless he or she is entitled to indemnification.
Section 7.07 Purchase of Insurance
The Board of Directors is authorized and empowered to purchase insurance covering the Corporation’s liabilities and obligations under this Article 7 and insurance protecting the Corporation’s directors or officers, or other persons.
ARTICLE 8
Section 8.01. Amendments
The power to make, alter, amend or repeal the Bylaws is vested in the Board of Directors of the Corporation. Any such amendment to the Bylaws shall require:
- presentation and discussion of the proposed amendment at a meeting of the Board of Directors; followed by
- a vote on the proposed amendment during the subsequent meeting of the Board of Directors; and
- the affirmative vote of at least two-thirds (2/3) of the directors with voting rights who are in office at the time of such meeting of the Board of Directors.