MYERS PARK TRINITY LITTLE LEAGUE, INC.
CONSTITUTION AND BYLAWS
ARTICLE 1 - NAME
The objective of the Myers Park Trinity Little League, Inc. (hereinafter "Myers Park Trinity Little League" or the "League") shall be to provide for participation of children, families and friends in an organized sports program of Little League baseball and softball in a way that encourages volunteer participation, promotes self-esteem and sportsmanship, and develops athletic skills and teamwork in an enjoyable environment. In furtherance thereof the League will sfrive 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 children and will grow to be good, decent, healthy and trustworthy citizens.
To achieve its objective, Myers Park Trinity Little League will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated. 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 molding of future citizens is of prime importance. In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, the Myers Park Trinity Little League shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball and softball games. No part of the League's assets or earnings shall inure to the benefit of any member or individual; no substantial part of the activities shall be the carrying on propaganda or otherwise attempting to influence legislation, and the League shall not participate in or intervene in any political campaign on behalf of any candidate for public office nor undertake any other activity inconsistent with its purposes as a non-profit educational organization.
ARTICLE 11 - MEMBERSHIP
Eligibility. Any person sincerely interested in active participation to effect the objective of this Local League may apply to become a Regular Member (as hereinafter specified).
Classes. There shall be the following classes of Members:
(a) Player Members. Any player candidate meeting the requirements of Little League Regulation IV and who resides within the authorized boundaries of the League shall be eligible to compete for participation but shall have no rights, duties or obligations in the management or in the property of the League.
(b) Regular Members. Any person actively interested in furthering the objectives of the Myers Park Trinity Little League may become a regular member upon election as hereinafter provided. Regular members shall be issued a card numbered in sequential order annually. The secretary shall maintain the roll of membership to qualify voting members.
Only Regular Members in good standing are eligible to vote at the annual meeting.
All officers, Board Members, Committee Members, Managers, Coaches, Volunteer Umpires and other elected or appointed officials must be active Regular Members in good standing.
(c) As used hereinafter, the word "Member" shall mean a Regular Member unless otherwise stated.
(a) Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the Local League.
(b) Members should not be actively engaged in the promotion and/or operation of any other baseball]softball program except as provided by Little League Regulation IV.
Suspension or Termination. Membership may be terminated by resignation or by action of the Board of Directors.
(a) The Board of Directors, by a two-thirds vote of those present at any duly constituted meeting, shall have the authority to discipline or suspend or terminate the membership of any Member of any class when the conduct of such person is considered detrimental to the best interests of the Myers Park Trinity Little League and/or Little League Baseball.
The Member involved shall be notified of such meeting, informed of the general nature of the complaints and given an opportunity to appear at the meeting to answer such charges.
(b) The Board of Directors shall, in case of a Player Member, give notice to the manager of the team of which the player is a member. Said manager shall appear, in the capacity of an adviser, 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.
ARTICLE III - DUES
Dues for Members may be fixed at such amounts as the Board of Directors shall determine from time to time on an annual basis.
Members who fail to pay their fixed dues within thirty (30) days from the time the same become due may, by vote of the Board, be dropped from the rolls and shall forfeit all rights and privileges of membership.
A reasonable Little League participation fee may be assessed as a parents' obligation to assure the operational continuity of the Myers Park Trinity Little League. AT NO TIME SHOULD PAYMENT OF ANY FEE BE PREREQUISITE FOR PARTICIPATION IN THE
LITTLE LEAGUE BASEBALL OR SOFTBALL PROGRAM. (Little League Regulation XIII(c).)
ARTICLE IV - MEETINGS
Annual Meeting. The Annual Meeting of the Members of the Local League shall be held at Trinity Presbyterian Church, 3115 Providence Road, Charlotte, North Carolina or at such other location designated by the League President on the first Wednesday in November at 7:30 p.m. each year for the purpose of electing a Board of Directors, electing new Members, receiving reports and for the transaction of such business as may properly come before the meeting (the "Annual Meeting"). After the Board of Directors is elected, the board shall meet to elect the officers.
Notice of Meeting. Notice of each meeting of the Members shall be mailed or otherwise delivered to each member at the last recorded address at least ten (10) days in advance thereof setting forth the place, time and purpose of the meeting; or in lieu thereof, notice may be given in such form as may be authorized by the Members, from time to time, at a regularly convened meeting.
Special Meetings. Special meetings of the Members may be called by the Board of Directors or by the President at their discretion. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Members.
Quorum. The presence in person or representation by absentee ballot of fifteen percent (15%) of the Members, or a number or a percentage acceptable to the regular membership in advance of the Annual Meeting, shall be necessary to constitute a quorum.
Voting. Only Members shall be entitled to vote at any meeting of the League.
Voting by Proxy. For the expressed purpose of accommodating a Member in good standing who cannot be in attendance at any meeting of Members, a proxy may be requested and obtained from the Secretary of the League. The proxy shall be properly completed, signed and returned to the Secretary prior to the date of the meeting. The Secretary shall present all proxies to the President on the date of the meeting of Members prior to the transaction of any business at such meeting.
Rules of Order. Roberts Rules of Order shall govern the proceedings of all meetings of Members, except where same conflicts with the Bylaws of the Myers Park Trinity Little League.
ARTICLE V - BOARD OF DIRECTORS
Board and Number. The management of the affairs and property of the Myers Park
Trinity Little League shall be vested in the Board of Directors. The number of Directors shall be not less than five (5) nor more than twenty five. The Directors shall upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall have been duly elected and qualified.
Required Members. All Directors shall be Members. The number of Managers, including minor league representation elected to the Board, shall not exceed a minority of the total board members.
Annual Election and Term of Office. At each Annual Meeting, the Members shall determine the number of directors to be elected for the ensuing term and shall elect such number of Directors. In order to promote continuity and experience, the Directors shall be divided into three classes, as nearly equal in number as possible, with the term of the first class to expire at the 1996 Annual Meeting, the term of the second class to expire at the 1997 Annual Meeting and the term of the third class to expire at the 1998 Annual Meeting. Each class shall hold office until its successors are elected and qualified. At each Annual Meeting following the initial classification and election of Directors, Directors elected to succeed those Directors whose terms expire shall be elected for a term of office to expire at the third succeeding Annual Meeting after their election. A Director whose term has expired is eligible for re-election.
The number of Directors so fixed may, within the limits prescribed by the foregoing Section 1, be increased at any Annual Meeting or special meeting of the Members, and 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. All elections of Directors shall be by a plurality of the votes cast by Members present or represented by a properly executed and signed proxy filed with the Secretary prior to the Annual Meeting.
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 meeting or at any special meeting of Directors called for that purpose.
Meetings, Notice and Quorum. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board. The President may, whenever he deems it advisable and the Secretary shall at the request in writing of five (5) 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 at least three (3) days before the time appointed for the meeting to the last recorded address of each Director, or by telephone, facsimile or personal notice at least twenty-four hours 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.
The lesser of (i) one half of the elected Board Members, and (ii) ten (10) members of the Board of Directors shall constitute a quorum for the transaction of business.
Each member of the Board shall be entitled to one vote.
Duties and Powers. The Board of Directors shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.
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.
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 the League in accordance with the procedure set forth for the suspension or termination of membership as set forth in Article Il, Section 4(a).
The Members shall receive at the Annual Meeting a report verified by the President and Treasurer, or by a majority of the Directors, showing the property owned by the League, the amount and nature of the property acquired during the year immediately preceding, the amount and nature of receipts and disbursements of funds during the year immediately preceding and the names and places of residence of the persons who have been admitted to membership in the Myers Park Trinity Little League during such year, which report shall be filed with the records of the League and an abstract thereof entered in the minutes of the proceedings of the Annual Meeting.
A copy of such report shall be forwarded to the Little League Headquarters.
ARTICLE VI - EXECUTIVE
The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) nor more than five (5) Directors, one of whom shall be the President of the League.
The Executive Committee shall advise and assist the Officers of the League in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board.
At any meeting of the Executive Committee a majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting shall be the act of the Committee.
ARTICLE VII - OTHER COMMITTEES
Nominating Committee. The Board of Directors may appoint a Nominating Committee consisting of three (3) Members who may be Directors.
The Committee shall investigate and consider eligible candidates and submit at the Annual Meeting a slate of candidates for the Board of Directors.
The Committee shall also submit for consideration by the Board of Directors a slate of Officers and Committee Members.
Membership Committee. The Board of Directors may appoint a Membership Committee consisting of three (3) Members who may be Directors.
The Committee shall develop and receive the names of prospective Members, investigate for eligibility and recommend those qualified for election at the Annual Meeting. The Members shall elect new Members at the Annual Meeting or at any special meeting of Members called for such purpose.
Finance Committee. The Board of Directors may appoint a Finance Committee consisting of not less than three (3) nor more than five (5) Members who may be Directors.
The Treasurer shall be an ex-officio member of the Committee.
The Committee shall investigate ways and means of financing the League including team sponsorship and submit recommendations to the Board of Directors.
Grounds Committee. The Board of Directors may appoint a Grounds Committee which shall be responsible for the care and maintenance of the playing field(s), buildings and grounds. It shall operate within the amount appropriated in the approved budget for that purpose.
Playing Equipment Committee. The Board of Directors may appoint a Playing Equipment Committee which shall make recommendations to the Board for the purchase of needed supplies and equipment.
The Committee shall be responsible for the proper issuance of such supplies and equipment and for the collection, repair, cleaning and storage thereof at the close of the season.
Managers Committee. The Board of Directors may appoint a Managers Committee consisting of at least three (3) Directors.
The Committee shall interview and investigate prospective managers and coaches, including those for the Minor League teams and recommend acceptable candidates to the President, for appointment and subsequent approval by the Board of Directors.
During the playing season, the Committee shall observe the conduct of the managers and coaches and report its findings to the President.
At the request of the President or Board of Directors, the Committee shall investigate complaints concerning managers and coaches and make a report thereof to the President or Board of Directors as the case may be.
Major League Committee. The Board of Directors may appoint a Major League Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Major League program.
Minor League Committee. The Board of Directors may appoint a Minor League Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Minor League operation.
T-Ball Committee. The Board of Directors may appoint a T-Ball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the T-Ball program.
Major League Softball Committee. The Board of Directors may appoint a Major League Softball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Major League Softball program.
Minor League Softball Committee. The Board of Directors may appoint a Minor League Softball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Minor League Softball program.
Seniors Baseball Committee. The Board of Directors may appoint a Seniors Baseball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Seniors Baseball program.
Seniors Softball Committee. The Board of Directors may appoint a Seniors Softball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Seniors Softball program.
Fall Baseball Committee. The Board of Directors may appoint a Fall Baseball Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Fall Baseball program.
Concessions Committee. The Board of Directors may appoint a Concessions Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the proper conduct of the Concessions operations.
Governmental Relations Committee. The Board of Directors may appoint a Governmental Relations Committee of Members who may be Directors.
The Committee shall be responsible to the League President for the supervision and management of the League's liaisons with all governmental bodies and agencies that regulate or affect the League.
Sponsorship Committee. The Board of Directors may appoint a Sponsorship Committee consisting of Members who may be Directors, which
Committee shall be responsible to the League President for the operation of the League's team sponsorship program.
Team Mothers Committee. The Board of Directors may appoint a Team Mothers Committee consisting of Members who may be Directors.
The Committee shall be responsible to the League President for the formation and operation of the Team Mothers program for all teams.
Umpire Committee. The Board of Directors may appoint an Umpire Committee consisting of at least three Members who may be Directors. The
League President shall be chairman of the Umpire Committee. This committee shall review and direct the activities of the League's umpires.
Protest Committee. The Board of Directors shall, pursuant to Little League Rule 4.19, appoint a Protest Committee composed of the President,
Player Agent, and one or more other Officers who are not Managers or coaches in the League.
The Protest Committee shall promptly hear and resolve any protest which has been properly lodged with: (a) the umpire on the field of play and (b) the President pursuant to Rule 4.19.
Joint Committee. The Protest Committee and the Managers Committee (the "Joint Committee") shall conduct a hearing in respect of the ejection of any manager, coach or player. A majority of those members present at such a meeting of the Joint Committee shall determine the period of suspension before such manager, coach or player shall be eligible to participate in League activities.
Appeals. A right of appeal from any decision of the Protest Committee or the Joint Committee is available by lodging a written request for Board consideration with the President within 48 hours following such Committee's decision. No Director having a personal interest in any appeal and no Director who is a Manager or Coach, shall vote upon any appeal to the Board.
An appeal does not stay the Joint Committee's decision regarding a suspension.
ARTICLE VIII - OFFICERS, DUTIES AND POWERS
Election. Immediately following the Annual Meeting, the Directors present, provided there be a quorum, shall meet for the purpose of electing Officers and appointing committees for the ensuing year. All officers other than the President and Player Agent may, but need not, be members of the Board of Directors.
Officers. The Officers of the Local League shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and a Player Agent, all of whom shall hold office for the ensuing year or until their successors are duly elected. Regulations I(b).
The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each and may fill any vacancy which may occur in any office.
President. The President shall:
(a) Conduct the affairs of the League and execute the policies established by the Board of Directors.
(b) Present a report of the condition of the League at the Annual Meeting.
(c) Communicate to the Board of Directors such matters as deemed appropriate and make such suggestions as may tend to promote the welfare of the League.
(d) Be responsible for the conduct of the League in strict conformity to the policies, principles, Rules and Regulations of Little League Baseball, Incorporated, as agreed to under the conditions of charter issued to the League by that organization.
(e) Designate in writing other officers, if necessary, who have the power to make and execute in the name of the League contracts and leases, provided that such agreements have been approved for execution on behalf of the League by the Board.
(f) Investigate complaints, irregularities and conditions detrimental to the League and report thereon to the Board or Executive Committee as circumstances warrant.
(g) Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
(h) With the assistance of the Player Agent, 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. Serve as an ex officio member of each committee established by the League.
(j) Be a member of the Board of Directors.
Vice-President. In case of the absence or disability of the President, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of President, and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President.
Secretary. The Secretary shall:
(a) Be responsible for recording the activities of the League and maintain appropriate files, mailing lists and necessary records, including the roll of Members.
(b) Perform such duties as are 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 of Directors.
(c) Shall issue membership cards to Regular Members.
(e) Keep the minutes of the meetings of the Members, the Board of Directors and the Executive Committee, and cause them to be recorded in a book kept for that purpose.
(f) Shall conduct all correspondence not otherwise specifically delegated in connection with said meeting and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
(g) Notify Members, Directors, Officers and committee members of their election or appoinfinent.
Treasurer. The Treasurer shall:
(a) Perform such duties as are herein set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Board of Directors.
(b) Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
(c) Keep records for the receipt and disbursement of all monies and securities of the League, approve all payments from allotted funds and draw checks therefrom in agreement with policies established in advance of such actions by the Board of Directors.
(d) Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the Annual Meeting.
(e) Prepare an annual financial report, under the direction of the President, for submission to the Membership and Board of Directors at the Annual Meeting.
Player Agent. The Player Agent shall:
(a) Record all player transactions and maintain an accurate and up-to-date record thereof.
(b) Receive and review applications for player candidates and assist the President in checking residence and age eligibility.
(c) Conduct the player draft and all other player transaction or selection meetings.
(d) Prepare the Player Agent's list.
(e) Prepare for the President's signature and submission to Little League Headquarters, team rosters, including players claimed, and the tournament team eligibility affidavit.
(f) Notify Little League Headquarters of any subsequent player replacements or trades.
(g) Be a member of the Board of Directors.
ARTICLE IX - MANAGERS, COACHES AND UMPIRES
Team Managers and Coaches shall be appointed annually by the President, and be approved by the Board of Directors. All Team Managers and
Coaches shall be League Members. Managers shall be responsible for the actions of their team members on the field. Regulation I(b).
An Umpire Coordinator shall be appointed annually by the President, with the approval of the Board of Directors, who shall be responsible for umpire assignments and for their actions on the field. The Umpire Coordinator shall be a member of the Umpire Committee. Regulation 1 (b).
While holding such office, the President shall not manage, coach nor umpire. Regulation 1 (b).
ARTICLE X - AFFILIATION
Charter. The League shall annually apply for a charter from Little League Baseball, Incorporated, and shall do all things necessary to obtain and maintain such charter.
The League shall devote its entire energies to the activities authorized by such charter and it shall not be affiliated with any other program or organization or operate any other program.
Rules and Regulations. The Official Playing Rules and Regulations as published by
Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on the League.
League Rules. The local rules of the League, if any, shall be adopted by the Board of Directors at a meeting to be held not less than one month previous to the first scheduled game of the season, but shall in no way conflict with the Rules and Regulations of Little League Baseball, Incorporated.
ARTICLE Xl - FINANCIAL AND ACCOUNfflNG
The Board of Directors shall decide all matters pertaining to the finances of the League and it shall place all income, 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.
The Board shall not permit the contribution of funds or property to individual teams but shall solicit contributions for the League treasury. The Board shall discourage favoritism among teams and endeavor to equalize the benefits of the League among all teams.
The Board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds so raised shall be placed in the League treasury.
The Board shall not permit the disbursement of League funds for other than the conduct of League activities in accordance with the rules and policies of Little League Baseball, Incorporated.
No Director, Officer or Member of the League shall receive directly or indirectly any salary, compensation or emolument from the League for services rendered as Director, Officer or Member.
All monies received shall be deposited to the credit of the League in its account at Bnk of America of North Carolina, N.A. or such other banking institution as approved by the Directors from time to time. All disbursements shall be made by check. All checks shall be signed by the Treasurer or such other officer or officers or person or persons as the Board of Directors shall determine. The League shall endeavor to obtain an appropriate fidelity bond.
The fiscal year of the League shall begin on the first day of October and shall end on the last day of September.
Distribution of Property upon Dissolution. It is intended that the League shall be permanently maintained and operated in pursuance of its charitable purposes. However, in the event of a dissolution and/or liquidation of the League, all of the residual assets of the League shall be distributed to and among such organizations as are selected by the Board of Directors which are organizations contributions to which are deductible under Section 170(c)(1) or (2) or which are described in Section 501(c)(3) of the Code or corresponding provisions of future internal revenue laws.
ARTICLE Xll - RATIFICATION AND ASSUMPTION
The League has operated as an unincorporated nonprofit association (the "Association") for more than forty years. By the adoption and approval of the Constitution and Bylaws, the Directors do hereby nullify and supersede any prior bylaws and other governing documents which existed in respect of the Association prior to this date; affirm and approve the conversion of the Association into a North Carolina nonprofit corporation governed by Chapter 55A of the North Carolina General Statutes known as the "Myers Park Trinity Little League, Inc.;" assume on behalf of the League all contracts and agreements of the Association; and ratify and approve all acts and activities heretofore undertaken on behalf of the Association by its officers, directors and agents.
ARTICLE XIII - AMENDMENTS
These Bylaws may be amended, repealed or altered in whole or in part by a majority vote at any duly held meeting of the Members or by the Directors at a Board of Directors meeting provided notice of the proposed amendment, repeal or alteration of the Bylaws is included in the notice of such meeting; provided further that any such amendment, repeal or alteration shall not be effective until such modification is approved by Little League Baseball, Incorporated.
Adopted and Approved by the Board of Directors of the Myers Park Trinity Little League, Inc.
MYERS PARK TRINITY LITTLE LEAGUE, INC.