By-LawsUpdated Friday April 15, 2016 by Lindsey Deberry.
BETHLEHEM BABE RUTH INC.
(Amended January 2008; April 4, 2008; May 20, 2010; March 18, 2013, April 23, 2015)
NOT FOR PROFIT CORPORATION
Section 1. The principal office of Bethlehem Babe Ruth, Inc. (hereinafter referred to as the "League" or the “Corporation”) shall be located in the Town of Bethlehem, County of Albany and State of New York.
Section 2. The purpose of the League is to develop and operate a recreational baseball program affiliated with Babe Ruth League (BRL), Inc., a New Jersey Corporation or any such other affiliation that from time to time the board of directors may determine appropriate. The League shall also develop and operate a competitive travel baseball program affiliated with any league or affiliation that from time to time the board of directors may determine appropriate.
Section 3. The League shall have the following powers in addition to the powers expressly or implicitly conferred on it by law.
A. To make and enforce rules and regulations to govern itself consistent with and not contrary to any rules and regulations promulgated by the national or regional League(s) with which it is affiliated.
To solicit contributions, enter into contracts, and hold and own property.
ARTICLE II MEMBERS
Section 1. The members of the League shall be the members of the Board of Directors of the Corporation and the members of the Advisory Board. Members of the Board of Directors shall have the rights and duties as set forth in Article III. Members of the Advisory Board shall have the rights and duties as set forth in Article IV. Regular meetings of the members of the League shall be held once monthly.
Section 2. The Annual Meeting of Members of the League shall be held in October each year. Each successive Annual Meeting shall be held on a date not more than twelve months following the preceding Annual Meeting. Special Meetings of members may be held on such date or dates as may be fixed by the Board of Directors of the Corporation from time to time and by the members on such date or dates as shall be permitted by law.
Any meeting of Members may be held at such place as determined by the Board of Directors of the Corporation. In the event the Board of Directors shall fail to meet at such place or time, or in the event members are entitled to call or convene a Special Meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Corporation.
Special Meetings of Members may be called by the President, or by notice of 2/3 of the Board of Directors, or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting and shall be called by the Secretary on behalf of the members, when required to do so by law.
Written or electronic notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notices of special meeting shall state the purpose or purposes for which the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. Any meeting of Members may be adjourned from time to time. In such event, it shall not be necessary to provide further notice of the time and place of the adjourned meeting if announcement of the time and place of the reconvened meeting is given at the meeting so adjourned.
At every meeting of Members, there shall be presented a list or record of Members as of the record date, certified by the officer responsible for its preparation, and upon request therefore, any member who has given written notice to the Corporation, which request shall be made at least ten (10) days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be members may vote at such meeting.
The President may designate any regular or special meeting as executive session. Any meeting designated as executive session will be attended by the Directors only.
Section 3. At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members.
Meetings of the Members shall be presided over by the following officers, in order of seniority – President, Vice-President, Secretary Treasurer, and Director of Travel Baseball, or, if none of the foregoing is in office or present at the meeting, by a Chairperson to be chosen by a majority of the members in attendance. The Secretary of the Corporation shall act as Secretary of every meeting. When the Secretary is not available, the Chairperson may appoint a Secretary for that meeting.
The order of business at all meetings of Members shall be as follows:
Approval of the minutes of the preceding meeting Report of standing committees
Section 5. Except as provided by law, the Members entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at the meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum. Each voting membership shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast. Whenever the vote of members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action taken signed by all the members entitled to vote.
Section 6. Any member entitled to vote at a regular or special meeting or executive session may instruct the President to vote in his or her stead by written or electronic proxy. Proxy votes are not be counted in the determination of a quorum for any meeting. Proxy votes will be reviewed and authenticated by three (3) officers of the Board.
BOARD OF DIRECTORS
Section 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least eighteen (18) years of age. Each Director shall have (1) vote at any meeting. The Board of Directors (the Board) shall be comprised of the following:
The President, Vice-President, Secretary, Treasurer.
The immediate past President of the Board.
The Director of Travel Baseball.
Up to Twenty five (25) at large Directors.
Section 2. The Board may adopt such rules and regulations for the conduct of its meetings and the management of the league as it may deem proper. All rules, regulations, programs, expenditures, or other activities or actions proposed by the Board will be approved upon majority vote of the voting members in attendance at a regular or special meeting. No rule or regulation shall be adopted which violates the By-Laws of the League.
Section 3. Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the Board of Directors shall constitute a quorum.
Section 4. A voting director must have a child in the league for at least one (1) year or a child who is a graduate of the league, unless otherwise approved by a majority of the Board.
Section 5. When a voting director retires or otherwise vacates membership on the board, that director’s position shall be filled by election from the ranks of the advisory members. If there is no advisory member available to fill the position the Board shall elect any other qualified person. Directors shall be voted upon on a one by one basis.
Section 6. No member of the Board of Directors shall be a member of another Corporation, league, or organization providing recreational or travel baseball to the youth of the Town of Bethlehem. For the purposes of this Article the Town of Bethlehem is defined by the limits of each individual League franchise.
Exception #1: Members of the Board of Tri-Village Little League.
Exception #2: Members of the Board of a regional or national league with which Bethlehem Babe Ruth, Inc. is affiliated.
Section 7. All Directors will serve a one year term and will automatically be reappointed as a Director for the following year at the annual meeting. In the case of a member elected to fill an unexpired term that person shall serve out the balance of the vacated member’s term. There will be no limit on the number of terms a director or advisory member may serve.
Section 8 A Director may be removed at any time by majority vote of the Board with or without cause. Any Director may be removed by the President after three (3) unexcused absences from meetings during one (1) calendar year.
Section 9 A Director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective.
Section 10 A Director who resigns, and is in good standing, shall be allowed to rejoin as a ful member at a later date by a vote of the Board
Section 11 The President shall preside at all meetings of the Board of Directors.
Section 12 The Board of Directors may nominate and elect up to (10) non-voting Advisory Board members.
Section 13 All Members of the Bethlehem Babe Ruth Board of Directors and Advisory Board are expected to promote sportsmanship, honesty and fairness in competition, civic pride, and social responsibility. This expectation extends to the League’s primary purpose, which is to protect and promote the well-being and enjoyment of the youth of the Town of Bethlehem. It is therefore incumbent on board members to continually demonstrate exemplary behavior on and off the field of play.
Section 1. The officers of the League shall be: President, Vice-President, Secretary, and Treasurer. Only members of the Board, in good standing, shall be eligible to be officers of the league.
Section 2. The officers shall be elected for (1) one-year terms. The term begins on November 1. Nominations for the next year will be received by the President in September of the current year. Eligible candidates will be voted upon at the October meeting of the current year. In the event of a vacancy in one of the officer positions, the executive committee can appoint, with Board approval, another Board member to serve out the balance of that officers term.
Section 3. Officers may be elected individually, or by slate.
Section 4. Officers shall be elected by majority vote by the members of the league.
Section 5. Duties of the President.
A. Preside at all league meetings.
B. Assume full responsibility for the operation of the league.
C. Appoint all committees, supervise the activity and be ex-officio member thereof.
D. See that the league adheres to the rules, regulations and policies of Babe
Ruth League, Inc. or any other such national or regional league to which Bethlehem Babe Ruth, Inc. is signatory or a participant.
E. Ensure that the charter application and all League insurance is submitted to Babe Ruth Headquarters or any other such national or regional league to which Bethlehem Babe Ruth, Inc. is a signatory or participant.
F. Be responsible for addressing local league protests and disputes.
G. Receive nominations and preside over all elections.
H. Suspend any member or officer for not more than 30 days.
Section 6. Duties of the Vice President. In the absence or incapacity of the President, the Vice President shall perform all the duties of the President. The Vice President shall carry out such duties and assignments as may be delegated by the President.
In addition, the Vice President shall administer and be responsible for the registration process of the league, which shall include:
Administer the registration of all Babe Ruth age eligible players for each season.
Assignment of all registered recreational players to a Babe Ruth team.
Coordinate scheduling of League facilities for baseball use.
Serve as the liaison between the League and the Babe Ruth National organization.
Ensure that the recreational program is operated in accordance with the best
interests of Bethlehem Babe Ruth, Inc.
Coordinate with the President to ensure that all teams are insured.
Identify and nominate potential candidates for team Managers.
Section 7. Duties of the Secretary. The Secretary shall: keep the minutes of all proceedings and record same; keep, record, and provide reference to policies, rules, motions, and all other actions taken by the Board; be responsible for the safekeeping of all records and policies of the Board; provide notice of all meetings and perform such other duties as the President may require. The Secretary will also be responsible for the administration and accuracy of the league’s web site.
Section 8. Duties of the Treasurer. The Treasurer shall: receive and safely keep all funds of the league and disburse the same to meet the financial obligations of the league; account for all transactions of the League and make an annual report of receipts and disbursements; provide interim reports of League income and expenditures at each regular meeting; and prepare and send all tax filings or returns to federal and/or state tax authorities in coordination with the President and any professional accounting Corporation retained by the League. In addition, the Treasurer will provide an annual budget to the Board for approval by the majority of the Board at the Annual Meeting in October of each year. Should the budget require any material change, the change will be communicated to the Board and a vote will be held to approve/disapprove the change.
Section 9. The Director of Travel Baseball shall be appointed by the President and will be the League representative to the travel leagues in which Bethlehem Babe Ruth travel teams play in each year. The Travel director may or may not be an officer of the League. In consultation with the Board and the President, the Travel Director shall:
Administer the travel baseball program in consultation with the Travel Committee
Schedule travel team tryouts
Assist in the solicitation of travel team Managers
Chair the Travel Committee
Coordinate scheduling of League facilities for travel baseball use.
Serve as the liaison between the League and the travel franchise league.
Ensure that the travel program is operated in accordance with the best
interests of Bethlehem Babe Ruth, Inc.
F. Coordinate with the President to ensure that all travel teams are insured.
Section 10. The Executive Committee is comprised of the President, Vice-President, Secretary, Treasurer, the immediate past President, and the Director of Travel Baseball. The Executive Committee will be responsible for the day to day operation of the League under the direction of the President, and take such emergency action as necessary to assure the continued operation of the League. All activity of the Executive Committee will be reported to the Board no later than the next regular meeting.
Section 11. An officer or member of the Executive Committee may be removed from office by three quarters vote of the Board of Directors.
Section 12. Members of the Executive Committee will also meet with the Treasurer
once a month to review the revenues and expenditures of the league to ensure due care is being taken for the funds of the league.
Section 1. The Advisory Board shall consist of not more than ten (10) non-voting members, as nominated and elected by the Board of Directors. Advisory members shall be voted upon on a one by one basis.
Section 2. Advisory members shall serve for six (6) month from their date of election before nomination and election as a voting member of the Board of Directors, except in the case where fewer than 18 voting directors reside in membership.
Section 3. The rights and duties of Advisory Board members shall be as follows:
To attend each regular meeting of the Board of Directors and participate in discussions concerning the business of the League.
To serve on one or more committees as designated by the President.
To vote at the annual meeting for the election of Directors and Officers of the Corporation.
Section 4. An Advisory Board member may be removed at any time by majority vote of the Board with or without cause. An advisory member may be removed by the President after three (3) unexcused absences from meetings during one (1) calendar year.
Section 5. When an Advisory Board member retires or otherwise vacates membership, that member’s position shall be filled by election from the ranks of all qualified individuals.
Section 6. The current President of Tri-Village Little League is an honorary Advisory Board member and shall not be counted as one (1) of the ten (10) provided for in this article.
Section 1. Directors and officers of the Corporation shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to the Corporation and/or to any other organization at the request of the Corporation.
Section 1. Any player who meets the age eligibility requirements, lives within the geographical boundaries of the regular season baseball charter(s) embraced by the League and pays the designated fee, is eligible to play League regular season baseball.
Section 2. Any player who meets the age eligibility requirements, lives within the geographical boundaries of the League regular season baseball charter(s) and within the boundaries of the Travel Baseball Franchise held by the league, is eligible to try out for and may be selected to play on a League travel baseball team.
Section 3. Any player who is selected for a League travel baseball team must be registered for and play League recreational baseball, if offered by the League.
Section 1. The standing committees will be established by the President the month after the annual meeting held in October.
Section 2. A By-Laws Committee will be established by the President annually and be made up of the Officers of the League (President, Vice President, Secretary and Treasurer) and up to five (5) other members from the Board for a total of nine (9) members. This committee shall meet periodically and be responsible for the following:
Review of the League By-Laws to ensure they are current and accurate. All By-Laws of the Corporation shall be subject to alteration or repeal, and new By-Laws may be made by a two-thirds vote of Board of Directors in attendance. A proposed amendment or amendments shall be drafted and submitted to the board for review and discussion at a regular meeting of the board. The amendment or amendments shall be voted upon at the next regular meeting of the board. All members shall receive prior notification that a By-Laws change is proposed.
Review of the League Policy Guide to ensure it is current and accurate. Any changes to the Policy Guide must be presented by this committee to the Board at a regular meeting and shall require a majority vote to pass. Any disciplinary action must be presented by this committee to the Board at a regular meeting and shall require a majority vote to pass.
Any disciplinary action that must be taken against a Board member for conduct that is detrimental or unbecoming to the League.
Section 3. A Travel Committee will be established annually and be made up of the Officers of the League (President, Vice President, Secretary and Treasurer), Director of Travel Baseball, Immediate Past president and up to three (3) other members from the Board for a total of nine (9) members. This committee shall meet periodically and be responsible for the following:
Make recommendations to the Board as to the League affiliation of the travel baseball programs for all ages.
Determine player age eligibility for travel tryouts.
Attend and observe all travel tryouts and make player recommendations to the travel Managers.
Section 1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceedings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and address of all members.
Section 2. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe.
Section 3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.
Amended January 17, 2008
Amended April 4, 2008
Amended May 20, 2010
Amended March 18, 2013
Amended April 23, 2015