REVISED BYLAWS OF
LAKESHORE YOUTH BASEBALL AND SOFTBALL ASSOCIATION, INC.
NAME, SEAL AND OFFICES
1. NAME. The name of this corporation is Lakeshore Youth Baseball and Softball Association, Inc.
2. OFFICES. The principal offices of the corporation shall be at
1. ELECTION. The business affairs and property of the corporation shall be managed and controlled by a Board of Directors. The revised board shall be elected by a majority vote of the members. One-third of the initial directors shall be elected for three year terms, one-third of the directors shall be elected for two year terms, and one-third of the directors shall be elected for one year terms. All subsequent terms shall be for three years. Subsequent directorsshall be elected by majority vote of the board of members. Election of directors shall take place at the annual meeting of the directors each year.
2. NUMBER. The number of directors of the corporation shall be no less than five, nor more than nine, but such number may be increased or decreased by amendment to these Bylaws in the manner set forth in Article 5 hereof, provided that the terms of newly elected directorships be staggered in length so that one-third of the directors’ terms shall continue to expire each year; and provided that directorships be decreased in such a manner so that one-third of the directors’ terms continue to expire each year.
3. RESIGNATION. Any director may resign at any time by giving written notice of such resignation to the Board of Directors. Any director who does not attend three consecutive board meetings or misses four board meetings in a calendar year shall be deemed to have submitted his or her resignation, which shall be acted upon by the board at the third consecutive or fourth cumulative meeting missed. The board may affirm the director’s membership on the board by majority vote of the entire board. Otherwise, the resignation shall be deemed accepted. Any such vacancies will be filled as outlined below in Article 2:4.
4. VACANCIES. Any vacancy in the Board of Directors occurring during the year, including a vacancy created by an increase in the number of directors made by the Board of Directors, may be filled for the unexpired portion of the term by the directors, then serving by affirmative vote of a majority thereof. Any director so elected by the Board of Directors shall hold office until the election and qualification of a successor.
5. ANNUAL MEETINGS. The last regularly scheduled meeting of the Board of Directors each year shall be the annual meeting at which the board and members, including newly elected directors, shall meet for the purpose of organization, election of officers, and the transaction of other business. The place and time of such annual meeting shall be given to the newly elected directors by written notice, and to all members by notice in a local newspaper of general circulation, one week in advance, by the Secretary of the corporation.
6. REGULAR MEETINGS. Regular meetings of the directors shall be held at such times as a majority of the directors shall from time to time appoint at a prior meeting, or shall be directed or approved by the vote or written consent of all of the directors or for adjourned meetings, regular or special; provided that there be at least four meetings of the board each calendar year. All board meetings shall be open to all members who shall be afforded the opportunity toaddress the board.
7. SPECIAL MEETINGS. Special meetings of the directors may be called by the President or by any two directors.
8. NOTICE OF MEETINGS. Notice of special directors meetings shall be given by mailing the same at least three days prior to the meeting to the usual business or residence address of the director. Date of giving the notice shall be deemed the date of the postmark on the envelope containing the notice.
9. WAIVER OF NOTICE. Notice of the time, place and purpose of any meeting of the directors may be waived in writing, either before or after the meeting, or in such other manner as may be permitted by the laws of the State of Michigan.
10. QUORUM. At all meetings of the Board of Directors, a majority of the directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or these Bylaws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent director.
11. COMPENSATION. Directors shall not receive any stated salary for their services. The Board of Directors shall have the power, in its discretion, to contract for and to pay to directors rendering unusual or exceptional services to the corporation special compensation appropriate to the value of such services.
12. POWERS. All the corporate powers except such as are otherwise provided for in these Bylaws and in the laws of the State of Michigan shall be, and are hereby, vested, and shall be exercised by the Board of Directors, including the power of borrowing and issuing promissory notes or bonds, as provided in Section 127 of the Michigan General Corporation Act. Responsibilities shall include serving on committees, attendance at regular board meetings,assisting with funding, and other duties as may be deemed appropriate. The Board of Directors may, by general resolution, delegate to committees of their own number, or to officers of the corporation, such powers as they may see fit. Without limiting the generality of the foregoing, the President, Vice Presidents, Secretary and Treasurer are hereby designated the Executive Committee of the Board of Directors. The Executive Committee may take such action in between the regular Board of Directors meetings as in its discretion any unforeseen emergency shall require.
13. UNANIMOUS CONSENT. If and when the directors shall severally or collectively consent, in writing, to any action to be taken by the corporation, such action shall be as valid a corporate action as though it had been authorized at a meeting of the Board of Directors.
OFFICERS AND DIRECTORS
1. NUMBER. The officers of the corporation shall be the President, Vice President, Secretary and Treasurer. Any two offices, except those of President and Vice President, may be held by the same person.
2. ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The revised officers shall be elected by majority vote of the members, and thereafter the officers shall be elected annually by majority vote of the members from among the directors at the annual meeting of the Board of Directors each year.
3. VACANCIES. In case any office of the corporation becomes vacant, the majority of the directors then in office may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the next succeeding year’s first regularly scheduled meeting of the Board of Directors for that year, or until the election and qualification of a successor.
4. PRESIDENT. The President shall preside at all meetings of members and of the Board of Directors. The President shall have and exercise general charge and supervision of the affairs of the corporation, and shall do so and perform such other duties as may be assigned by the Board of Directors.
5. VICE PRESIDENT. At the request of the President, or in the event of the President’s absence or disability, the Vice President shall perform the duties, and possess and exercise the powers of the President; and to the extent authorized by law, the Vice President shall have such other powers as the Board of Directors may determine, and shall perform such other duties as may be assigned by the Board of Directors. The Vice President will cause the books of the corporation and the transactions of the officers to be independently audited within six (6) months of the end of each financial year.
6. SECRETARY. The Secretary shall have charge of such books, documents and papers as the Board of Directors may determine, and shall have custody of the corporate seal. The Secretary shall attend and keep the minutes of all of the meetings of the Board of Directors and members of the corporation. The Secretary shall keep a record, containing the names of all persons who are directors or members, or advisors of the corporation and their places ofresidence, and such books shall be open for inspection as prescribed by law. The Secretary may sign with the President or Vice President in the name and on behalf of the corporation any contracts or agreements authorized by the Board of Directors, and when so authorized by the Board of Directors, may affix the seal of the corporation. The Secretary shall, in general, perform such other duties as may be assigned by the Board of Directors.
7. TREASURER. The Treasurer shall have the custody of all funds, property and securities of the corporation, subject to such regulations as may be imposed by the Board of Directors. The Treasurer may be required to give bond for the faithful performance of his or her duties, in such sum and with such sureties as the Board of Directors may require. When necessary or proper, the Treasurer may endorse, on behalf of the corporation for collection, checks, notes and other obligations, and shall deposit same to the credit of the corporation at such bank or banks or depository as theBoard of Directors may designate. The Treasurer shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Directors or these Bylaws, to some other officer or agent of the corporation. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the corporation; and shall enter regularly on the books of the corporation, to be kept by him or her for thepurpose, full and accurate account of all monies and obligations received and paid or incurred by the Treasurer for or on account of the corporation, and shall exhibit such books at all reasonable times to any director on application entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation, except as provided in Article 6 hereof. All directors of the corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding-up of the affairs of the corporation, whether voluntary or involuntary, the assetsof the corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors shall bedistributed, transferred, conveyed, delivered or paid over, in such amounts as the Board of Directors may determine, or as may be determined by a court of competent jurisdiction upon application of the Board of Directors, exclusively to charitable, religious, scientific, literary or educational organizations which would then qualify under the provisions of Section 501(C)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended.
1. ELIGIBILITY. The parents of any fully paid child participant in programs run by the Lakeshore Youth Baseball and Softball Association for the full program in the prior calendar year shall be deemed a member of the Association. Any other adult who subscribes to the purpose of the Association and who is interested in actively furthering same may apply in writing to the Board of Directors for membership.
2. ADMISSION. The Board of Directors, by majority vote of those present at any duly constituted meeting, may extend membership to any such other adult eligible applicant, who shall be afforded membership rights and privileges immediately after such meeting.
3. TERMINATION. Membership may be terminated by resignation or by expulsion. The Board of Directors, by majority vote of those present at any duly constituted meeting, may expel one from membership for conduct that is not in accordance with the purpose of the Association. Before acting to expel one from membership, the Board shall:
(1) give written notice to the person whose continued membership is at issue, at least 28 days before the meeting at which the issue of that person’s continued membership is to be resolved, of the fact that the continuation of his or her membership is at issue, the particulars of that person’s conduct alleged not to be in accordance with the purpose of the Association, the date, time and place of the meeting at which the issue of that person’s continued membership isto be resolved, and that person’s right to be heard and present evidence at said meeting; and (2) conduct a hearing, on the date and at the time and place specified in the aforementioned notice, to receive and consider evidence pertinent to the resolution of the matter in issue.
4. RESPONSIBILTY AND PRIVILEGES OF MEMBERS. All members shall have the responsibility to conduct themselves in accordance with, and in furtherance of, the purpose of the Association. All members shall have the privilege to bring any question, concern, or suggestion they may have regarding the operation of the Association to the attention of the Board of Directors by making arrangements, through the Director-Commissioner, to address the Board at such meeting of same as is specified by said Director-Commissioner. All members shall have the privilege of attending the annual meeting of the Board of Directors and shall, at such meeting, have the privilege to address the Board on any matter pertinent to the operation of the Association and the privilege to cast an advisory vote for persons to serve as directors of the Association. The election of directors and officers is the only matter as to which members of the Association shall have the privilege to vote. All members shall be given notice of the annual meeting of the Board of Directors as set forth in Article 2. Such notice shall be mailed to the address of the member last made known to the Board, by such member, in writing. Such notice shall state the time and place of the meeting and shall state that all members have the privilege to attend, and exercise their privileges as members at, same.
The corporation shall have a right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it according to the judgment of the Board of Directors, without being restricted to class of investments which a director is or may hereafter be permitted by law to make, or any similar restriction, provided that no written action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in a denial of a tax exemption under Sections 503 or 504 of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended.
1. BYTHE DIRECTORS. The Board of Directors shall have the power to make, alter, amend and repeal the Bylaws of the corporation by affirmative vote of a majority of the Board of Directors, provided that the action is proposed at a regular or special meeting of the Board of Directors, and adopted at a regular or special meeting of the Board of Directors, and adopted at a subsequent regular meeting, except as otherwise provided by law. All Bylaws made by the Board of Directors may be altered, amended or repealed by the members.
Notwithstanding any other provision of these Bylaws, no director, officer, employee or representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(C)(3) of the Internal Revenue Code and its regulations as they now exist, or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(C)(2) of such code and regulations as they now exist, or as they may hereafter be amended.
The corporation shall indemnify every director, officer, their heirs, personal representatives and administrators against expenses reasonably incurred by him or her in connection with any action, suit or proceeding to which he or she may be made a party by reason of his or her being or having been a director or officer of the corporation, except in relation to matters to which he or she shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the corporation is advised by its counsel that the person to be indemnified did not commit such a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which he or she may be entitled. In no event, however, shall anything herein contained be so construed as to protect or to authorize the corporation to indemnify such director or officers against any liability to the corporation to which he or she would have otherwise been subject by reason of his or her willful misfeasance, bad faith, gross negligence, or a reckless discharge of the duties involved in the conduct of his or her office as such director or officer.
The Lakeshore Youth Baseball and Softball Association, Inc. shall not discriminate in the provision of its services based upon race, sex, age, color, creed, religion or national origin.