ARTICLE I - ORGANIZATION
Section 1. This organization shall be known as the Butler Fastpitch Association.
Section 2. The organization may by majority vote of the membership body change its name.
ARTICLE II - OBJECTIVE
Section 1. The objective of the Butler Fastpitch Association shall be 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 will adjusted, stronger and happier children and will grow to be good, descent, healthy and trustworthy citizens.
Section 2. To achieve this purpose, the Butler Fastpitch Association (BFPA) will provide a supervised program under the Rules and Regulations of the Amateur Softball Association (ASA) and/or any other sanctioning bodies affiliated with the BFPA. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary and the making of future citizens is of prime importance. In accordance with Section 501(C)(3) of the Federal Internal Revenue Code, the BFPA shall operate exclusively as a non-profit educational organization providing a supervised program of competitive softball. No part of the net earnings shall insure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carried on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene is 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 objective of the BFPA may apply to become a member.
Section 2 - Classes. There shall be the following classes of Members:
Player Members: Any registered player of the BFPA shall be eligible to compete for participation. Player Members shall have no rights, duties or obligations in the management or in the property of the BFPA.
Regular Members: Any adult person actively interested in furthering the objectives of the BFPA may become a Regular Member. The Secretary shall maintain the roll of membership to qualify Regular Members for voting. All Officers, Board Members, Committee Members, or other elected or appointed officials must be active Regular Members in good standing for one year prior to holding office. An active participant to determine Regular Member voting status is a person who is one or more of the following: a coach, assistant coach, manager, team parent, attendee of at least three Board Meetings during the year, a score keeper for a minimum of 50% of the games, any elected or appointed Officer or Board Member. Only Regular Members in good standing are eligible to vote at Regular Membership Meetings.
Honorary Members: Any person may be elected as Honorary Member by the unanimous vote of all Directors present at any duly held meeting of the Board of Directors but shall have no rights duties or obligations in the management or in the property of BFPA.
Section 3 - Other Affiliations. Members, whether regular or player, shall not be required to be affiliated with another organization or group to qualify as members of the BFPA.
Section 4 - Suspension or Termination. Membership may be terminated by resignation or action of the Board of Directors as follows:
The Board of Directors, by 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 the BFPA. The Member involved shall be notified of such meeting within (7) seven days of said action, informed of the general nature of the charges, and given an opportunity to appear at the meeting to answer such charges.
The Board of Directors shall, in case of Player Member, give notice to the manager of the team for which the player is a Player Member. Said manager shall appear, in the capacity of an advisor, with the player before a duly appointed committee of the Board of Directors, which shall have full power to suspend or revoke such player’s right to future participation with a two-thirds vote. The players’ parent(s) or legal guardian(s) may also be present.
ARTICLE IV - MEETINGS
Section 1 - Annual Meeting. The Annual meeting of the Regular Members of the BFPA shall be held the third week of September in each year for the purpose of electing officers, receiving reports, reviewing the By-Laws, appointing committees, and for the transaction of such business as may properly come before the meeting.
Regular Members will receive a copy of the annual report verified by the President and Treasure or by a majority of the Directors, showing the following:
The overall condition of the BFPA.
A summary of funds received and expended by the BFPA, and the name of the financial institution in which such funds are maintained for the prior year.
A report detailing all property acquired the preceding year including the following:
Date acquired
Manner of acquisition
Purpose of acquisition
Amount appropriated or expensed
Person or business for which such expenditures had been made.
The whole amount of real and personal property owned by the BFPA and where located.
Regular Members shall elect the Officers for the ensuing year including: President, Vice-President, Treasure, and Secretary.
Section 2 - Special Meetings. Special meetings of the Regular members may be called by the board of directors or by Secretary or President, at their discretion. Upon the written request of (10) ten Regular Members, the Officers shall call a special meeting to consider a specific subject. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Regular Members.
Section 3 - Notice of Meeting. A notice of each meeting of Regular Members shall be delivered personally, electronically or by mail to each member at least (7) seven days in advance of the meeting, setting forth the place, time and purpose of the meeting.
Section 4 - Quorum. Two-Thirds of the Regular Members present at any regular or special meeting shall constitute a quorum for the purpose of conducting business, provided that proper notice of any such meeting has been given.
Section 5 - Voting. Only Regular Members in good standing shall be entitled to make motions and vote at any meeting of the BFPA. Voting will be done with a show of hands for/against or verbally with exception to the officer elections during the annual meeting which ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot. At all votes by ballot the president shall appoint (2) two members to act as “Judges of Election” and who shall certify in writing the results and the certified copy shall be attached in the meeting minutes. No Judge of election shall be personally invested in the question voted upon.
Section 6 - Proxies. The use of Proxy votes will not be accepted at any BFPA meeting.
Section 7 - Rules of Order. Robert’s Rules of Order shall govern the proceedings of all meetings except where same conflicts with these By-Laws.
ARTICLE V - BOARD OF DIRECTORS
Section 1 - Board and Number. The management of the property and affairs of BFPA shall be vested in the Board of Directors. The number of Directors shall be set at seven (7). The Directors shall enter upon the performance of their duties as soon as the same shall have been duly elected and installed and shall continue in office until their successors shall have been duly elected and installed.
Section 2 - Required Members. The Board membership shall include the President, Vice-President, Secretary, Treasurer, Field Director, Fundraising Director, League Advisor, and, if necessary, Member(s)-at-Large. It shall be noted that in actual BFPA operation, the number of candidates available may vary, and thus the actual election of Member(s)-at-Large would be dependent on the number required to bring the Board of Directors to the recommended total of seven (7).
By majority vote, the Regular Members shall elect the President, Vice-President, Secretary, and Treasurer.
By majority vote, after nominations by the President, the Board of Directors shall elect the Field Director, Fundraising Director, League Advisor, and any Member(s)-at Large. The nomination(s) by the President for the League Advisor shall include a former President if the current President shall have taken office within the past year.
Section 3 - Election and Term of Office. At each annual meeting, the Members shall determine the number of Directors to be elected for the ensuing year, and such Directors shall be elected as provided in Article V, Section 2, above. The number of Directors so fixed may be increased at any regular or special meeting of the Members, provided that notice of a proposed change in the number of Directors shall have been included in the notice of such meeting. If the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent meeting.
Section 4 - Vacancies. If any vacancy occurs in the Board of Directors, by death, resignation 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.
Section 5 - Meetings, Notice, and Quorum. Regular meetings of the Board of Directors shall be held immediately following their installation in October, and on such days thereafter as shall be determined by the Board. The President or Secretary may, whenever either of them deems it advisable, and the Secretary shall, at the request in writing of three (3) directors, issue a call for a special meeting of the Board. Notice of each meeting shall be given by the Secretary to each Director, either by mail, electronically, or by telephone or personal notice five (5) days preceding the meeting. In the case of special meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting. Two-thirds members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6 - Duties and Powers. The Board of Directors shall have the power to appoint such standing committees as it shall determine and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate. The Board shall have the power, by a two-thirds vote of those present at any regular or special meeting, to discipline, suspend or remove any Director, Officer or committee member of BFPA in accordance with the procedure set forth in Article III, Section 4 (a). The Board shall receive at the annual meeting of the Members of BFPA a report verified by the President and Treasurer, or by a majority of the Directors, showing the whole amount of real and personal property owned by it, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding, the date of the report and the manner of the acquisition; the mount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in BFPA during such year, which report shall be filed with the records of BFPA and an abstract thereof entered in the minutes of the proceedings of the Annual Meeting.
ARTICLE VI - COMMITTEES
Section 1 - Executive Committee. The Executive Committee will consist of the President, Vice-President, Secretary, and Treasurer. Majority consent of the Executive Committee is needed for all accounts-payable payments, and for the purchasing of items for the BFPA. (This committee shall also be known as the Executive Board.)
Section 2 - Field Maintenance Director. The Board of Directors may appoint a Field Maintenance Director, who may build his/her own committee to carry out his/her responsibilities. The Director shall investigate and recommend available suitable sites and plans for development. The Director shall be responsible for repair and improvement recommendations, supervision of the performance of approved projects, and for the care and maintenance of the playing fields, buildings and grounds. He/she shall operate within the amount appropriated in the approved budget for that purpose. The Director will execute any projects that are requested of him/her by either the President or the Board of Directors.
Section 3 - Equipment Manager. The Board of Directors may appoint an Equipment Manager who shall secure bids on needed supplies and equipment, and make recommendations for their purchase to the Board. The manager shall be responsible for the proper issuance of said League supplies and equipment, and for the repair, cleaning, and storage of these items at the close of the season. This includes uniforms owned and issued by the League, keys issued to managers and coaches, and all field-maintenance items stored in equipment rooms at the various fields.
Section 4 - Managers’ Committee. The Board of Directors may appoint a Managers’ Committee consisting of at least one (1) Director. The committee shall interview and investigate prospective managers and coaches for all levels of play, and recommend acceptable candidates to the Board. It shall, during the playing season, observe the conduct of the managers and coaches and report its findings to the President of the BFPA. It shall, at request of the President or Board of Directors, investigate complaints concerning managers and coaches, and make a report thereof to the President or Board of Directors, as the case may be.
Section 5 - Concessions Manager. The Board of Directors may appoint a Concessions Manager. The Manager shall coordinate the activities of the Concession, and shall assume responsibility for purchasing all supplies for the Concession and supervising its operation at all tryouts, games and tournaments. The Concession Manager shall also maintain concession funds and provide a report of current balances and expenses at each Board meeting. He / She shall review and evaluate concession projects for raising money and disposition of profits, and make recommendations to the Board. The Board of Directors shall approve in advance all projects and actions of the Concession Committee or Manager.
Section 6 - Auditing Committee. The Board of Directors may appoint an Auditing Committee consisting of at least one (1) Director. The President, Treasurer or signatories of checks are not eligible. The committee will review BFPA’s books and records annually prior to the Annual Meeting and attach a statement of their findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors, secure the services of an Accountant to accomplish such review.
ARTICLE VII - OFFICERS, DUTIES and POWERS
Section 1 - Officers. The Officers of the BFPA shall consist of a President, Vise-President, Treasure, and Secretary, all of whom shall hold offices for the ensuing year or until their successors are duly elected. The Board of Directors may appoint such other Officers as it may deem necessary or desirable, and as mandated in Article V Section 2(a); and may prescribe the powers and duties of each, and may fill any vacancy which may occur in any office.
Section 2 - President. The President shall:
Conduct the affairs of BFPA and execute the policies established by the Board of Directors.
Present a report of the condition of BFPA at the annual meeting.
Communicate to the Board of Directors such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of BFPA.
Be responsible for the conduct of the BFPA in strict conformity to the policies, principles, and Rules and Regulations of the Amateur Softball Association (ASA) and/or any other sanctioning bodies affiliated with the BFPA. e) Designate such other officers, as he/she may deem necessary or desirable, to make and execute for and in the name of BFPA such contracts and leases as they may receive, provided that all such designations shall be in writing, and the power so designated shall not be exercised without prior Board approval.
Investigate complaints, irregularities, and conditions detrimental to BFPA and report thereon to the Board or Executive Committee as circumstances warrant.
Prepare and submit an annual budget, with the assistance of the Executive Committee, to the Board of Directors and to the General Membership at the Annual Meeting, and be responsible for the proper execution thereof.
With the assistance of the Board of Directors, 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.
Appoint ALL managers, coaches, and umpires with the majority approval of the Board of Directors.
Perform such other duties as from time to time may be assigned by the Board of Directors.
Section 3 - Vice-President. The Vice-President shall:
In case of the absence or disability of the President, and provided he or she is authorized in writing by the President, the acting-President, or the Board so to act, the Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of that office.
Assume an active role in the recruitment and evaluation of managers and coaches in the entire Softball division, and be able to give an accurate accounting of same to the President and Board of Directors upon request.
Develop a working relationship with the various GPGSL coordinators, and thereby, in communication with the President, resolve problems of any sort before they become acute.
Work effectively with the President and Board to ensure effective League Policies and operations.
Perform such other duties as from time to time may be assigned by the Board of Directors or by the President.
Section 4 - Treasurer. The Treasurer shall:
Perform such duties as herein specifically set forth and other duties as are customarily incident to the office of Treasurer or may be assigned by the Board of Directors or the President.
Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
Keep records for the receipt and disbursement of all monies and securities of BFPA including the Concessions, approve all payments from allotted funds, and draw checks therefore upon approval of the Executive Committee.
Assist the President in preparing an annual budget under the direction of the Executive Committee for submission to the Board of Directors at the annual meeting.
Provide the President with pertinent financial records as may be required.
Section 5 - Secretary. The Secretary shall:
Be responsible for recording the activities of BFPA and maintain appropriate files, mailing lists and necessary records.
Perform such duties as 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 Board or President.
Maintain a list of all Regular, Player and Honorary Members, Officers, Directors and committee members and give notice of all meetings of the BFPA, the Board of Directors and committees.
Keep the minutes of the meetings of the Members and the Board of Directors, and cause them to be recorded in a book kept for that purpose and provide a copy to each officer.
Conduct all correspondence not otherwise specifically delegated in connection with said meetings and be responsible for carrying out all orders, votes and resolutions not otherwise committed.
Notify Officers, Directors and committee members of their election or appointment.
ARTICLE VIII - MANAGERS & COACHES
Section 1. Team managers and coaches shall be appointed annually by the President, with the approval of the Board of Directors, and shall be responsible for their teams and for their actions on the field.
Section 2. Team Managers shall be required to attend in person; or via proxy; the GPGSL scheduling meeting for which season they will be manager.
ARTICLE IX - FINANCIAL AND ACCOUNTING
Section 1. The Executive Committee of the Board of Directors shall decide all matters pertaining to the finances of BFPA and it shall place all income, including concession funds, in a common league treasury, directing the expenditure of same in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 2. The Board of Directors should not permit the contribution of funds or property to individual teams, but shall solicit same for the common treasury of BFPA, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of BFPA.
Section 3. The Board of Directors shall not permit the solicitation of funds in the name of BFPA unless all of the funds so raised are placed in the BFPA treasury.
Section 4. No Director, Officer or Member of BFPA shall receive, directly or indirectly, any salary, compensation or emolument from BFPA for services rendered as Director, Officer, or Member.
Section 5. All monies received, including concession funds, shall be deposited to the credit of BFPA in one or more local banks, and all disbursements shall be made by check. All checks shall be signed by the BFPA Treasurer and such other Officer or Officers or person or persons as the Board of Directors shall determine.
ARTICLE X – DISSOLUTION
Section 1. No part of the net earnings of the organization shall inure to the benefit of, or be distributive to, its members, directors, officers, or private persons, except that the foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the foundation shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal Income Tax, under section 501 (C) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law), or (b) by an association, contributions to which are deductible under section 170 (C) (2) of the Internal Revenue Law.
Section 2. Upon the dissolution of the organization, the Executive Committee shall, after paying or making provisions for the payment of all liabilities of the organization, transfer all of the assets of the organization to a fund, foundation, association, or corporation, organized and operated exclusively for the purpose specified in sections 501 (c) (3) of the Internal Revenue Code.
ARTICLE XI - AMENDMENTS
Section 1. This Constitution may be amended, repealed or altered in whole or part by majority vote at any duly organized meeting of the Regular Members provided notice of the proposed change is included in the notice of such meeting.