Lees Summit Girls Softball Association
Bylaws
This organization shall be known as the Lees Summit Girls Softball
Association and registered as a non-profit corporation with the Secretary of
State-Missouri and the Director of Internal Revenue operating in Jackson County,
Missouri. The Corporation shall have all power authorized and permitted by the
General Not-For-Profit Corporation Act of the State of Missouri. However,
only such powers will be exercised as also come within the purview of Section
501 (c) (3) of the Internal Revenue Code. This corporation is not and never
intends to be a private foundation.
The corporation shall have and continuously maintain in the State of
Missouri a registered office, and the registered agent whose office is identical
with such registered office. The registered office may be, but need not be,
identical with the principal office in the State of Missouri, and the address of
the registered office may be changed from time to time by the Board of
Directors.
The objective of the Lees Summit Girls Softball Association shall
be:
Section 1. Promote, improve, and govern girls softball.
Section 1. Classes of members The Corporation shall have one class of
members.
Section 2. Members Membership shall be open to anyone interested in the girls
softball programs of Lees Summit.
Section 3. Members Fee The membership fees shall be five ($5.00) dollars per
family per year.
Section 4. Voting Rights To vote in the association one must be a current
member.
Section 5. Termination of Membership The Board of Directors by affirmative
vote of two-thirds of all members of the Board may suspend or expel a member for
cause after appropriate hearing.
Section 6. Resignation Any member may resign by filing a written resignation
to the secretary of the corporation.
Section 1. Annual Meetings An annual meeting of the members shall be held at
a location designated by the Board of Directors on any Tuesday of September,
beginning with the year 1985, at the hour of 7:00 p.m. for the purpose of
electing Directors and for the transaction of such business as may come before
the meeting. If the day fixed for the annual meeting shall be a legal holiday
in the State of Missouri, such meeting shall be held on the next succeeding
business day. If the election of Directors shall not be held on the day
designated herein for annual meeting, of at any adjournment thereof, the Board
of Directors shall cause the meeting to be held at a special meeting of the
members as soon thereafter as conveniently may be.
Section 2. General Membership Meeting Meeting for the General Membership of
the Lees Summit Girls Softball Association shall be held in the month of
April.
Section 3. Board Meetings The President may call board meetings, as need
dictates. The Secretary shall contact each board member prior to the meeting.
Section 4. Special Meetings The President, the Board of Directors, or not
less than one-tenth of the members having voting rights may call Special
meetings of the members.
Section 5. Notice of Meetings Written or printed notice stating the place,
day and hour of any meeting of members shall be delivered in the most efficient
manner to each member entitled to vote at such meeting, not less than five or
more than thirty days before the date of such meeting, by or at the direction of
the President, or the Secretary, or the officers or persons calling the meeting,
unless such notice is waived in writing. In case of a special meeting or when
required by statute or by these bylaws, the purpose or purposes for which the
meeting is called shall be stated in the notice.
Section 6. Informal Action by Members Any action required by law to be taken
at a meeting of the members, or any action which may be taken at a meeting of
members, may be taken without a meeting if a consent in writing, setting forth
the action so taken, shall be signed by all the members entitled to vote with
respect to the subject matter thereof.
Section 7. Quorum The members holding ten percent of the votes, which may be
cast at any meeting, shall constitute a quorum at such meeting. If a quorum is
not present at any meeting of members, a majority of the members present may
adjourn the meeting from time to time without further notice, or recognize the
members present as a representative voting majority for the entire membership.
Section 8. Proxies At any meeting of members, a member entitled to vote may
vote by proxy executed in writing by the member or by his duly authorized
attorney in fact. No proxy shall be valid after eleven months from the date of
its execution unless otherwise provided in the proxy.
A. Board of Directors The organization shall be governed by an Executive
Board consisting of a President, Vice President, Secretary, and Treasurer. The
purpose of the Executive Board shall be:
1.
Transact business in the interest of the Association.
2.
Present a report of current association business at general membership
meeting.
3.
Prepare and submit to the membership for approval in September a budget
for the fiscal year.
4.
Approve the plans of appointed committees.
Section 1. General Powers The affairs of the corporation shall be managed by
its Board of Directors.
Section 2. Number, Tenure, and Qualifications The number of Directors shall
be fifteen (15). All league representative positions will be filled by Board
members.
Section 3. Seven (7) or eight (8) Directors shall be elected at the September
meeting, each for a two-year term.
Section 4. Regular Meetings Regular meetings of the Board of Directors shall
be held as needed.
Section 5. Special Meetings Special meetings of the Board of Directors may be
called by or at the request of the President or any two Directors. The person
or persons authorized to call special meetings of the Board may fix any place,
either within or without the State, as the place for holding any special meeting
of the Board of Directors called by them.
Section 6. Notice Notice of any special meeting of the Board of Directors
shall be given at least two days previously thereto by notice in the most
efficient manner -- to each Director at his address as shown by records of the
corporation. Any Director may waive notice of any meeting. The attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting,
except where a Director attends the meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened.
Section 7. Quorum Eight (8) members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board.
Section 8. Vacancies Any vacancy occurring within the Board of Directors
shall be filled by appointment by the Board of Directors. A Director so
appointed shall serve the unexpired term of their predecessor in office.
Section 9. Any Director who misses three consecutive Board meetings, or
designated league duties, may be replaced for the unexpired term at the
discretion of the officers.
Section 10. Compensation Directors as such shall not receive any stated
salaries for their services, but by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, may be allowed for attendance at
such regular or special meeting of the Board; but nothing herein contained shall
be construed to preclude any Director from serving the corporation in another
capacity and receiving compensation thereof.
B.
Eligibility of Officers Officers must be organization members in good
standing and shall be residents of Reorganized School District of #7 and/or
Lees Summit.
An individual must have had previous experience
as a Board member of this association in order to be President or Treasurer.
C. Officers,
Numbers The Lees Summit Girls Softball Association shall have the following
officers:
President
Vice President
Secretary
Treasurer
D.
Election of Officers
-
Officers shall be elected at the Annual
Meeting in September of each year and take office at the end of that meeting.
-
The officers shall be elected by ballot, a
simple majority vote of members present being required to elect. Where there
is only one candidate for an office, election may be by voice.
E. Term - Each
officer shall be elected for a two (2) year term. The President and Secretary
shall be elected in even years and the Vice President and Treasurer in uneven
years.
F.
Removal Any officer and/or Board member elected or appointed by the
Board of Directors maybe removed from office and/or board position by two-thirds
(2/3) majority vote of all Board members whenever in its judgement the best
interest of the corporation would be served thereby.
G.
Vacancy In the event any office shall become vacant for any reason, the
vacancy shall be filled by the Board at its next meeting.
H.
Nomination Committee There shall be a nominating committee consisting
of four (4) members appointed by the President at least one month preceding the
election of officers and Directors. In the event no past or present Board
member is available, other nominations may be made from the floor provided the
nominees consent has been obtained.
I.
Duties of the Officers
1.
President The President shall be the principal executive officer of the
corporation and shall in general supervise and control all of the business and
affairs of the corporation, appoint committees as necessary and perform any
other duties which are in the best interest of the Association. He/she shall
preside at all meetings of the members and of the Board of Directors. He/she
may sign, with the Secretary or any other proper officer of the corporation
authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or
other instruments which the Board of Directors have authorized to be executed,
except in cases where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these bylaws or be statute to some
other officer or agent of the corporation; and in general, he/she shall perform
all duties as may be prescribed by the Board of Directors from time to time.
2.
Vice President In the absence of the President or in the even of
his/her inability to act or refusal to act, the Vice President shall perform the
duties of the President, and when so acting, shall have the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform other duties as from time to time may be assigned by the President or by
the Board of Directors.
3.
Secretary The Secretary shall keep the minutes of the meetings of the
members and of the Board of Directors in one or more books, provided for that
purpose; see that all notices are duly given in accordance with the provisions
of these bylaws or as required by law; see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized in accordance with the provisions of these
bylaws; keep a register of the post office address of each member which shall be
furnished to the Secretary by such member, handle all necessary correspondence
and keep current copies of all bylaws and standing rules; and in general,
perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned by the President or by the Board of Directors.
4.
Treasurer If required by the Board of Directors, the Treasurer shall
give a bond for the faithful discharge of his/her duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He/she shall
have charge and custody of and be responsible for all funds and securities of
the corporation; receive and give receipts for moneys due and payable to the
corporation from any source whatsoever, and deposit all such moneys in the name
of the corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Article VII of these
bylaws; and in general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned by the
President or by the Board of Directors.
All checks must be signed by two officers.
Checks in excess of $500.00 must have Executive Board approval.
The Treasurer shall present to the Board at each
Board meeting a report of income, disbursements and current bank balance. A
current written Treasurers report shall be presented at each general membership
meeting.
Section 1. Committees or Directors The Board of Directors by resolution
adopted by a majority of the Directors in office, may designate one or more
committees, each of which shall consist of two or more Directors, which
committees, to the extent provided in said resolution, shall have and exercise
the authority of the Board of Directors in the management of the corporation;
but the designation of such committees and the delegation thereto of authority
shall not operate to relieve the Board of Directors, or any individual Director,
of any responsibility imposed by law.
Section 2. Other Committees Other committees not having and exercising the
authority of the Board of Directors in the management of the corporation may be
designated by a resolution adopted by a majority of the Directors present at a
meeting at which a quorum is present. Except as otherwise provided in such
resolution, members of each such committee shall be members of the corporation,
and the President of the corporation shall appoint the members thereof. Any
member thereof may be removed by the person or persons authorized to appoint
such member whenever in their judgment the best interest of the corporation
shall be served by such removal.
Section 3. Term in Office Each member of a committee shall continue as such
until the next annual meeting of the members of the corporation and until
his/her successor is appointed, unless the committee shall be sooner terminated,
or unless such member be removed from such committee, or unless such member
shall cease to qualify as a member thereof.
Section 4. Chairman One member of each committee shall be appointed chairman
by the person or persons authorized to appoint the members thereof.
Section 5. Vacancies Vacancies in the membership of any committee may be
filled by appointments made in the same manner as provided in the case of the
original appointments.
Section 6. Quorum Unless otherwise provided in the resolution of the Board of
Directors designating a committee, a majority of the whole committee shall
constitute a quorum and the act of a majority of the members present at a
meeting at which a quorum is present shall be the act of the committee.
Section 7. Rules Each committee may adopt rules for its own government
consistent with these bylaws, or with rules adopted by the Board of Directors.
Section 1. Contracts The Board of Directors may authorize any officer or
officers, agent or agents of the corporation, in addition to the officers so
authorized by these bylaws, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the corporation, and such
authority may be general or confined to special instances.
Section 2. Checks, Drafts, Etc. All checks, drafts, or orders for the payment
of money, notes other evidence of indebtedness issued in the name of the
organization, shall be signed by such officer or officers, agent or agents, of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. In the absence of such determination by
the Board of Directors, such instruments shall be signed by the Treasurer or an
Assistant Treasurer and countersigned by the President or a Vice President of
the corporation.
Section 3. Deposits All funds of the corporation shall be deposited from time
to time to the credit of the corporation in such banks, trust companies, or
other depositories as the Board of Directors may select.
Section 4. Gifts The Board of Directors may accept on behalf of the
corporation any contribution, gift, bequest, or devise for the general purpose
of for any special purpose of the corporation.
Section 5. The Board of Directors shall authorize the contracting of the
maintenance and operation of the concession stand and fields at a fee to be
determined annually.
Section 6. Distribution of Assets In the event this organization becomes
defunct. By simple majority vote of membership present, the assets may be
disbursed to any other organization which qualifies for exempt status under
Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding
provision of any future United State Internal Revenue Law).
The Board of Directors may provide for the issuance of certificates evidencing
membership in the corporation, which shall be in such form as may be determined
by the Board. Such certificates shall be signed by the resident of a Vice
President and by the Secretary or an Assistant Secretary and shall be sealed
with the seal of the corporation. The name and address of each member and the
date of issuance of the certificate shall be entered on the records of the
corporation. If any certificate shall become lost, mutilated or destroyed, a
new certificate may be issued thereof upon such terms and conditions as the
Board of Directors may determine.
The corporation shall keep correct and complete books and records of account and
shall also keep minutes of the proceedings of its members, Board of Directors,
and committees having any of the authority of the Board of Directors and shall
keep at the registered or principal office a record giving the names and
addresses of the members entitled to vote. All books and records of the
corporation may be inspected by any member or their agent or attorney for any
proper purpose at any reasonable time.
No use of Lees Summit Girls Softball Association equipment or facilities will
be allowed without majority vote of the Board of Directors.
Entertainment such as dinners, picnics, coffees, etc. shall be paid for by
individual members at their own expense.
The fiscal year of the corporation shall begin on the first day of October and
end on the 30th day of September in each year.
Article XIII Audit
At the end of each fiscal year, the books shall be audited by four members
appointed by the President.
Whenever any notice is required to be given under the provisions of the
Non-Profit Corporation Act of Missouri or under the provisions of the articles
of incorporation or bylaws of the corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving of such
notice.
These bylaws may be altered, amended, or repealed and new bylaws adopted by 2/3
vote of the members present at any Annual membership meeting, provided notice of
a proposed change has given by mail to each member two weeks prior to the
meeting, or intention to alter, amend, or repeal or to adopt new bylaws at such
meeting.
KNOW ALL PEOPLE BY THESE PRESENTS: That the undersigned Secretary of the
Corporation known as Lees Summit Girls Softball Association, does hereby
certify that the above and foregoing bylaws were duly adopted by the members of
said corporation, on the 19th day of September, 2000 and that they do
now constitute the bylaws of said corporation.
ATTEST:
_____________________________________
Secretary of the Corporation
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