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<p>ZEPHYRHILLS LITTLE LEAGUE, INC. CONSTITUTION-AND BYLAWS 2013 ARTICLE I-NAME . THIS ORGANIZATION SHALL BE KNOWN AS THE ZEPHYRHILLS LITTLE LEAGUE HEREINAFTER REFERRED TO AS "LOCAL LEAGUE". ARTICLE II - OBJECTIVE SECTION 1: the objective of the Zephyrhills Little League shall be to implant firmly in the children of the community the ideals of good sportsmanship, hones1y, loyalty, courage and respect for authority, and the fundamentals of baseball and softball as designated in the little league handbook and manual so that they may be well adjusted, stronger, and happier children and will grow to be good, decent, healthy and trustworthy citizens. SECTION 2: to achieve this objective, the local league will provide a supervised program under the rules and regulations of Little League Baseball and Softball, Inc. 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 the future citizens is of prime importance. The local league shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball and/or softball games. No part of the net earnings shall inure to the benefit of any private shareholders or individual; no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation, and which does not participate in or intervene in 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 affect the objective of this local league may apply to become a member. SECTION 2: 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 local league shall be eligible to compete for participation but shall have no rights, duties or obligation in the management or in the property of the local league. (B) REGULAR MEMBERS - any person actively interested in furthering the Objectives of the local league may become a regular member upon election as hereinafter provided. Regular members shall be issued a card annually, numbered in sequential order. 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. AS USED HEREINAFTER THE WORD "MEMBER" SHALL MEAN A REGULAR MEMBER UNLESS OTHERWISE STATED. SECTION 3: OTHER AFFILIATIONS- (A) Members, whether regular or player, shall not be required to be affilated with another organization or group to qualify as members of the local league (B) Regular members shall not be actively engaged in the promotion and/or operation of any other baseball/softball program(s). SECTION 4: SUSPENSION RESIGNATION OR 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, 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 local league and/or little league baseball inc. The member involved shall be notified of such meeting,informed of the general nature of the charges 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 for which the player is a player member. Said manager shall appear, in the capacity of an adviser, with the player before the board of directors or a duly appointed committee of the board of directors. The player's parent(s) or legal guardian{s) may also be present. The board of directors shall have full power to suspend or revoke such player's right to future participation by two-thirds vote of those present at any duly Constituted meeting (quorum is required). (C) The meeting will take place in the board room with the door closed. A minimum of three (3) board members shall be present at the meeting. Board members present must include (1) umpire in chief if the ejection or termination deals with rule violations or umpire situation;(2) player agent if the ejection or termination deals with a player; (3) secretary to record the minutes of the meeting; (4) VP of the league involved in the ejection or termination; (5) any other board member who was directly involved or witnessed the events leading to/during the eject10n or termination. The president shall be informed of the meeting but attendance is not mandatory. (D) Once the meeting is concluded, the board members will remain upstairs until the member being reprimanded leaves the complex. If the member does not leave the complex, the sheriff's office will be called to assist in the removal. The board members present shall reach an agreement about the proper reprimand. If the decision is for suspension or termination, the suspension/termination will be temporarily observed until the next board meeting. The board of directors, by a two-thirds majority vote of those present, shall have full power to suspend or revoke a membership to the league. (E) The suspension of a manager or coach will require that member not to attend the scheduled game(s), which he/she is suspended from. (F) The termination of a manager or coach will require that ex-member to turn over all responsibilities associated with that team. The ex-member may attend the games as a spectator, using proper behavior, and shall not assist at practice or games. ARTICLE IV- DUES SECTION 1: regular membership status will be given to all who actively volunteer their time for the betterment of the local league. SECTION 2: no dues or fees of any kind shall be charged or assessed player members as Prerequisite to play in the local league. ARTICLE V-GENERAL MEMBERSHIP MEETINGS SECTION 1-DEFINTION: A general membership meeting is any meeting of the League (including special general membership meetings, section 7). A minimum of one per year (annual meeting, see section 6) is required. SECTION 2 – NOTICE OF MEETING - notice of each meeting of the members shall be delivered personally, electronically or by mail, to each member at the last recorded address, at least ten (10) days in advance of the meeting, setting forth the place, time and purpose of the meeting. In lieu of the above methods, notice may be given in such form as may be authorized by the members, from time to time, at a regularly convened general membership meeting. SECTION 3 - QUORUM - at any general membership meeting, the presence in person or representation by absentee ballot of one-fifth of the members, (as defined in Article III- Membership) or a number or percentage acceptable to the local league regular membership in advance notice of the annual meeting, shall be necessary to constitute a quorum. SECTION 4-VOTING – only regular members shall be entitled t o make motions and vote at general membership meetings. However, the board of directors many invite, admit and recognize guests for presentations or comments during general membership meetings (those eligible to take part at meetings of the board of directors are described in article VI, section 4). SECTION 5-ABSENTEE BALLOT: for the express purpose of accommodating a regular member in good standing who cannot be in attendance at the annual meeting, or any General membership meeting at which new board members will be elected, an absentee ballot may be requested and obtained from the secretary of the league. The absentee ballot shall be properly completed, signed and returned in a sealed envelope to the secretary prior to the date of the election. The secretary shall present all absentee ballots to the election chairman (appointed at the meeting) on the date of the annual meeting, prior to the voting portion of the election process. SECTION 6-ANNUAL MEETING OF THE MEMBERS Annual meeting of the members of the local league shall be held on the 2nd Monday of September at 7pm each year for the purpose of electing new members, electing the board of directors, receiving reports, reviewing the constitution, appointing committees and for the transaction of such business as may properly come before the meeting. (A) the membership shall receive at the annual meeting of the members of the local league a report, verified by the president and treasurer, or by a majority of the directors, showing: 1. The condition of the local league, to be presented by the president or his/her designate 2. A general summary of funds received and expended by the local league for the previous year, the amount of funds currently in possession of the local league, and the name of the financial institution in which such funds are maintained 3. The whole amount of real and personal property owned by the local league, where located and where and how invested 4. For the year immediately preceding, the amount and nature of the property acquired, with the date of the report and the manner of the acquisition, the amount applied, appropriated or expended, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made 5. The names of the persons who have been admitted to regular Membership in the local league during such year. This report shall be filed with the records of the local league and entered in the minutes of the proceedings of the annual meeting. A copy of such report shall be forwarded to Little League International. (B) At the annual meeting, the members shall determine the number of directors To be elected for the ensuing year and shall elect such number of directors. This number shall be no less than thirteen (13). (C) After the board of directors is elected, the board shall meet to elect the officers within one (1) week. After the election, the board of directors shall assume the performance of its duties on October 1. The board's term of office shall continue until its successors are elected and qualified under this section. (D) the officers of the board of directors shall include, AT A MINIMUM, the President, one or more Vice Presidents, Treasurer, Secretary, one or more Player Agents, a Safety Officer and a Coaching Coordinator. The board shall also include a minimum of one manager and one volunteer umpire. Only volunteer umpires may be elected to the board. SECTION 7: SPECIAL GENERAL MEMBERSHIP MEETINGS. Special general membership meetings of the members may be called by the board of directors, or by the Secretary or the President at their discretion. Upon the request of twenty (20) members, the President or Secretary shall call a special General membership meeting to consider the subject specified in the request. No business other than that specified in the notice of the meeting shall be transacted at any special general membership meeting. Such special general membership meeting shall be scheduled to take place not less than ten (10) days after the request is received by the president or secretary. SECTION 8:RULES OF ORDER FOR GENERAL MEMBERSHIP MEETINGS Roberts Rules of Order shall govern the proceedings of all general membership meetings, except where same conflicts with this constitution of the local league ARTICLE VI- BOARD OF DIRECTORS SECTION 1 -AUTHORITY -the management of the property and affairs of the local league shall be vested in the board of directors. SECTION 2 - INCREASE IN NUMBERS - the number of board of directors so fixed at the annual meeting may be increased at any general membership meeting or special meeting of the members. If the number in increased, the additional directors may be elected at the meeting at which the increase is voted, or at any subsequent general membership meeting. All elections of additional directors shall be by majority vote of all regular members present or represented by a properly executed and signed absentee ballot filed with the secretary prior to the elections. SECTION 3 – 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_4 - BOARD 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. (A) The president or the secretary may, whenever the deem advisable or the Secretary shall at the request in writing of five (5) directors issue a call for a special meeting of the board. In the case of special meetings, such notice shall include the purpose of the meeting and no matter not so stated may be acted upon at the meeting. Five (5) members of the board of directors shall constitute a quorum for the transaction of business during special meetings. (B) Notice of each meeting shall be given by the secretary personally, Electronically or by mail to each director at least three (3) days before the time appointed for the meeting to the last recorded address of each director (C) One member over one half (1/2) of the members of the board of directors shall constitute a quorum for the transaction of business. If a quorum is not present, no business shall be conducted. (D) Only members of the board of directors may make motions and vote at meetings of the board of directors. However, the board of directors may invite, admit and recognize guests for presentations or comments during board meetings. SECTION 5 - 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 power 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 meeting and the management of the local league, as it may deem proper, provided such rules and regulations do not conflict with this constitution. The board shall have the power by a two-thirds vote of those present at any regular board or special board meeting to discipline, suspend or remove any director or officer or committee member of the local league in accordance with the procedure set forth in Article III, Section 4(a,b). SECTION 6 - RULES OF ORDER FOR BOARD MEETINGS Robert’s Rules of Order shall govern the proceeding of all board of directors meeting, except where the same conflicts with this constitution of the local league. SECTION 7:. BOARD ABSENTEEISM - a board member who has three unexcused absences in one year (other than work, illness, and death of immediate family member) from regularly scheduled meetings shall be subject t o removal by a majority of the board of directors. ARTICLE VII- DUTIES AND POWERS OF THE BOARD SECTION 1 – APPOINTMENTS 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. Appointed officers or agents shall have no vote on actions taken by the board of directors unless such individuals have been elected to the board by the membership or have been elected to fill a vacancy on the board. SECTION 2: PRESIDENT -the president shall (A) Conduct the affairs of the local league and execute the policies established by the board of directors. (B) Present a report of the condition of the local league at the annual meeting I (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 local League (D) Be responsible for the conduct of the local league in strict conformity to the policies, principles, rules and regulations of Little League Baseball and Softball, Inc., as agreed to under the condition of charter issued to the local league by Little League International. (E) Designate in writing other officers, if necessary, to have power to make and execute for and in the name of the local league such contracts and leases they may receive and which have had prior approval of the board. (F) Investigate complaints, irregularities and conditions detrimental to the local league and report thereon to the board 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 SECTION 3 - VICE PRESIDENT : the vice president shall (A) Perform the duties of the president in the absence or disability of the president, provided he or she is authorized by the president or board of directors to so act. When so acting, the vice president shall have all the powers of that office. (B) Perform such duties as from time to time may be assigned by the board of directors or by the president SECTION 4 – SECRETARY : the secretary shall (A) Be responsible for recording the activities of the local league and maintain appropriate files, mailing lists and necessary records (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) Maintain a list of all regular, sustaining and honorary members, directors and committee members and give notice of all meetings of the local league, the board of directors and committees (D) Issue membership cards to regular members, if approved by the board of directors (E) Keep the minutes of the meetings of the members and the board of directors and the executive committee and cause them to be recorded in a book kept for that purpose I I I (F) conduct all correspondence not otherwise specifically delegated in connect ion with said meeting and shal l be responsible for carrying out a l l orders , votes and resolut ions not otherwise commit ted. (G) notify members, directors, officer and committee members of the election or appointment SECTION5 – TREASURER : the treasurer shall (A) Perform such duties as are herein specifically 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, deposit it in depository approved by the board of directors (C) Keep records for the receipt and disbursement of all monies and securities of the local league, including the auxiliary. Approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the board of directors. All disbursements by check must have dual signatures. (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, and to litile league international SECTION 6 - 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 tryouts, player draft and all other player transactions or selection meetings (D) Prepare the player agent lists (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 SECTION 7 - SAFETY OFFICER: the safety officer shall (A) Be responsible to create awareness, through education and information, of the opportunities to provide a safer environment for children and all participants of Little League (B) Develop and implement a plan for increasing safety of activities, equipment and facilities through education, compliance and reporting. Note: in order to implement a safety plan using education, compliance and reporting, the following suggestions may be utilized by the safety officer: (1) Education- should facilitate meetings and distribute information among participants including players, managers, coaches, umpires, league officials, parents, guardians and other volunteers (2) Compliance - should promote safety compliance leadership by increasing awareness of the safety opportunities that arise from these responsibilities (3) Reporting - define a process to assure that incidents are recorded, information is sent to league/district and national offices, and follow-up information on medical and other data is forwarded as available SECTION 8 - LEAGUE INFORMATION OFFICER: the league information officer shall (A) Set up and manage the league's official website site authorized by Little League International (B) Set up online registration and ensure the league rosters are uploaded to Little League (C) Assign online administrative rights to other local volunteers (D) Encourage creation of team web sites to managers, coaches, and parents (E) Ensure that league news and scores are updated online on a regular basis (F) Collect, post and distribute important information on league activities including direct dissemination of fundraising and sponsor activities to Little League Baseball Inc., the district, the public, league members and the media (G) serves as primary contact person for little league and active team sports regarding optimizing use of the internet for league administration and for distributing information to league members and to Little League Baseball, Inc. SECTION 9 - COACHING COORDINATOR : the coaching coordinator shall (A) Represent coaches/managers in league (B) Present a coach/manager training budget to the board (C) Gain the support and funds necessary to implement a league wide training program (D) Order and distribute training materials to players, coaches and managers (E) Coordinate mini-clinics as necessary (F) serve as the contact person for Little League and its manager-coach education program to the league ARTICLE VIII - EXECUTIVE COMMITTEE SECTION 1 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 local league SECTION 2 The executive committee shall advise with and assist the officers of the local 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, but in no event will the executive committee have authority over the board of directors SECTION 3 At any meeting of the executive committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the committee ARTICLE IX - OTHER COMMITTEES ,SECTION l – NOMINATING COMMITTEE The board of directors may appoint a nominating committee consisting of three (3) directors and other appointed regular members. 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 SECTlON 2 - MEMBERSHIP COMMITTEE: The board of Directors may appoint a membership committee consisting of three (3) directors and other appointed regular members. The committee shall receive the names of prospective honorary, sustaining and regular members, investigate for eligibility and recommend those qualified for election at the annual, regular or any special meeting of the members or the board of directors, as the case may be. SECTION 3: FINANCE COMMITTEE The board of directors may appoint a finance committee consisting of not less than three (3) nor more than five (5) directors. The treasurer shall be an ex-officio member of the committee. The committee shall investigate ways and means of financing the local league including team sponsorships and submit recommendations. It shall be responsible for taking up collections at games, if such collections are authorized by the local league and shall turn over said collections to the treasurer immediately after each game SECTION 4: BUILDING AND PROPERTY /GROUNDS COMMITTEE The board of directors may appoint a building/property/grounds committee consisting of three (3) directors and other appointed regular members. The committee shall investigate and recommend available, suitable sites and plans for development, and be responsible for the care and maintenance of the playing field(s), buildings and grounds, including ways and means, the latter in cooperation with the finance committee. It shall operate within the amount appropriated in the approved budget for that purpose and within the guidelines of the Pasco County, Florida, Parks and Recreation department SECTION 5 - PLAYING EQUIPMENT COMMITTEE The board of directors may appoint a playing equipment committee, wh ich shall secure bids on needed supplies and equipment and make recommendations for their purchase to the board. The committee shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning and storage thereof at the close of the season SECTION 6 - MANAGERS COMMITTEE The board of directors may appoint a managers committee consisting of three (3) directors. The committee shall interview a n d 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.it shall, during the playing season, observe conduct of the managers and coaches and report its findings to the president of the local league. It shall, at the 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 7 - UMPIRE COMMITTEE The board of directors may appoint an umpire committee consisting of three (3) directors and other appointed regular members. The local league president shall be chairman of any such committee. The committee shall recruit, interview and recommend to the president for appointment a staff of umpires, including a chief umpire and replacements. When appointed, the staff of umpires shall be under the personal direction of the local league president, assisted by the chief umpire who shall train, observe and schedule the staff SECTION 8 - DISTRICT COMMITTEE The board of directors may appoint a district committee consisting of the local League president as chairman and two (2) other directors. The committee shall assist the district administrator in interleague district functions including the selection of members of the district administrator's advisory committee and the selection of tournament sites and area tournament directors SECTION 9 - AUXIUARY COMMITTEE The board of directors may appoint an auxiliary committee consisting of the local league treasurer and two (2) other directors and other appointed regular members. The committee shall coordinate the activities of the auxiliary. It shall review and evaluate auxiliary 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 auxiliary. SECTION 10 – AUDITING COMMITTEE The board of directors may appoint an auditing committee consisting of three (3) directors. The president, treasurer or signatories of checks are not eligible. The committee will review the local leagues books and records annually prior to the annual meeting and attach a statement of it’s findings to the annual financial statement of the president and treasurer; or may, if directed by the board of directors or membership, secure the services of a certified public accountant to accomplish such review SECTION 11 - MINOR LEAGUE COMMITTEE The board of directors may appoint a minor league committee consisting of three (3) directors. The chairman of the committee shall be the minor league vice president and be responsible to the local league president for the proper conduct of the minor league operation ARTICLE X- AFFILIATION SECTION 1 – CHARTER The local league shall annually apply for a charter from Little League Baseball and shall do all things necessary to obtain and maintain such charter. The local 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 SECTION 2 : RULES AND REGULATIONS The official playing rules and regulations as published by Little League Baseball, Williamsport, PA, shall be binding on this local league SECTION 3 : LOCAL RULES,GROUND RULES AND/OR BYLAWS The local rules, ground rules and/or bylaws of this local league 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 and policies of Little League Baseball, nor shall they conflict with this constitution. The local rules, ground rules and/or bylaws of this local league shall expire at the end of each ascal year, and are not considered part of this constitution. (see Article X, Section 7 for fiscal year of this league). ARTICLE XI- FINANCIAL AND ACCOUNTING SECTION 1 - AUTHORITY The board of directors shall decide al l matters pertaining to the finances of the local league and it shall place all income, including auxiliary 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 iindividual or team SECTION 2 - CONTRIBUTIONS The board shall not permit the contribution of funds or property to individual teams but shall solicit same for the common treasury of the local league, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the local league. SECTION 3 - SOLICITATIONS The board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds so raised be placed in the local league treasury. SECTION 4 -DISBURSEMENT OF FUNDS The board shall not permit the disbursement of local league funds for other than the conduct of Little League activities in accordance with the rules, regulations and policies of Little League Baseball. All disbursements shall be made by check. All checks shall be signed by the local league treasurer and such other officer, officers, person or persons as the board of directors shall determine. SECTION 5 - COMPENSATION No director, officer or member of the local league shall receive, directly or indirectly, any salary, compensation or emolument from the local league for services rendered as director, officer or member. SECTION 6 – DEPOSITS .All monies received, including auxiliary funds, shall be deposited to the credit of the local league in the First National Bank of Pasco. SECTION 7 - FISCAL YEAR The fiscal year of the local league shall begin on the first day of October and shall end on the last day of September SECTION 8 – DISTRIBUTION OF PROPERTY UPON DISSOLUTION Upon dissolution of the local league, and after all outstanding debts and claims have been satisfied, the members shall direct the remaining property of the local league to another federally incorporated entity which maintains the same objectives as set forth in Article II of this constitution, which are or may be entitled to exemption under Section 501(c)(3) of the Internal Revenue Code or any future corresponding provision ARTICLE XII – AMENDMENTS This constitution and by-laws may be amended, repealed or altered, in whole or in part, by a majority vote at any duly organized meeting of the membership, provided notice of the proposed change is included in the notice of such meeting. Draft of all proposed amendments shall be submitted to Little League Baseball for approval. This Constitution was approved by the Zephyrhills Little League membership on _____________ President's Name Jan Spivey Presidents Signature Little League ID No. 03090413 Federal ID No. 59-1944363 </p>
