Bylaws of North Texas Amateur Baseball League, Inc.
A Texas Non-Profit Corporation
ARTICLE ONE. Offices
Section I. Principal Office
The principal office of the corporation in the State of Texas will be located at 5420 Hilton Head, Dallas TX 75287.
Section II. Other Offices
The corporation may have such other offices as the board of directors may determine or as the affairs of the corporation may require.
ARTICLE TWO. Members
Section I. Classes of Members
The corporation will have one class of members. The qualifications and rights of the members of such class will be enumerated in the membership agreement signed by each member.
Section II. Admission
An applicant will be admitted to membership in the corporation only upon signing a Membership Agreement and paying the requisite dues as determined by the board of directors. The Membership Agreement will be in a form prescribed by the board of directors.
Section III. Voting Rights
Each member will be entitled to one vote on each matter submitted to a vote of the members.
Section IV. Suspension or Expulsion of Members
The board of directors, by affirmative majority vote of those present at any regularly constituted meeting, may terminate the membership of any member who becomes ineligible for membership, or may suspend or expel any member who is in default in the payment of dues for the period fixed in Article Nine of these bylaws. In addition, the board of directors, by affirmative vote of two-thirds of all of the members of the board, may suspend or expel a member for conduct that the board deems detrimental to the objectives or interests of the corporation, or in violation of its constitution, bylaws, code of ethics, or rules and regulations, provided the member is given notice of the proceedings and an opportunity to be heard in his or her own defense.
Section V. Resignation
Any member may resign by filing a written resignation with the secretary. Resignation will not relieve the resigning member of the obligation to pay any dues, assessments, or other charges accrued and unpaid at the time of resignation.
Section VI. Reinstatement
On written request signed by a former member and filed with the secretary, the board of directors, by the affirmative vote of two-thirds of the members of the board, may reinstate the former member to membership on such terms as the board of directors deems appropriate.
Section VII. Transfer of Membership
Membership in this corporation is not transferable or assignable.
Section VIII. Termination of Membership
Membership will terminate on the death or resignation of a member or on expulsion of the member by the board of directors. On such termination, any right, title, or interest of the member in or to the property and assets of the corporation will cease.
ARTICLE THREE. Meetings of Members
Section I. Annual Meeting
An annual meeting of the members will be held no later than the last day of the month of March of each year at a time prescribed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday in the State of Texas, the meeting will be held on the next succeeding business day. If the election of directors is not held on the day designated in these bylaws for any annual meeting, or at any adjournment of the meeting, the board of directors must cause the election to be held at a special meeting of the members as soon thereafter as is convenient.
Section II. Special Meetings
Special meetings of the members may be called by the president, the board of directors, or not less than one-tenth of the members having voting rights.
Section III. Place of Meeting
The board of directors may designate any place, either within or without the State of Texas, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made or if a special meeting is otherwise called, the place of meeting will be the registered office of the corporation in the State of Texas. However, if all of the members meet at any time and place, either within or without the State of Texas, and consent to the holding of a meeting, the meeting will be valid without call or notice, and any corporate action may be taken at the meeting.
Section IV. Notice of Meetings
Written or printed notice stating the place, day and hour of any meeting of members must be delivered to each member entitled to vote at the meeting at least two weeks before the date of the meeting, either personally, by facsimile, by mail, or by email, by or at the direction of the president, secretary or the officers or persons calling the meeting. In the case of special meetings or when required by these bylaws or by law, the purpose or purposes for which the meeting is called will be stated in the notice. If notice of a meeting is transmitted by facsimile, notice will be deemed to be delivered on a successful transmission of the facsimile. If sent by mail, notice will be deemed delivered when deposited in the United States mail, with proper postage prepaid, addressed to the member at the member's address as it appears in the records of the corporation at the time of mailing. If sent by email, notice will be deemed to be delivered on a successful transmission of the email, addressed to the member at the member’s address as it appears in the records of the corporation at the time of the email.
Section V. Informal Action by Members
Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the members entitled to vote with respect to the subject matter.
Section VI. Action
The voting members of the corporation may act upon the vote of a majority of the votes cast from those who attend the meeting in person.
Section VII. Proxies
Proxies are allowed at meetings of members.
Section VIII. Voting by Mail
Voting by mail shall be allowed.
ARTICLE FOUR. Board of Directors
Section I. General Powers
The affairs of the corporation will be managed by its board of directors. Directors need not be members of the corporation.
Section II. Number, Tenure, and Qualifications
The number of directors will be not less than three. The maximum number of directors shall be nine. The term of office of each director shall be three years. Directors may be renominated by the board and may serve subsequent terms upon the approval of the membership.
Section III. Regular Meetings
A regular annual meeting of the board of directors will be held without other notice than this bylaw, immediately before, and at the same place, as the annual meeting of members. The board of directors may provide by resolution the time and place, either within or without the State of Texas, for holding additional regular meetings of the board without other notice than such resolution.
Section IV. 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 of Texas, as the place for holding any special meeting of the board called by them.
Section V. Notice
Notice of any special meeting of the board of directors must be given at least three days prior to such meeting by written notice delivered personally, or sent by mail, facsimile, or email to each director at his or her address, as shown in the records of the corporation. If mailed, such notice will be deemed to be delivered when deposited in the United States mail in a sealed envelope, with proper postage prepaid. If notice is given by facsimile, notice will be deemed to be delivered when there is a successful transmission of the facsimile. If by email, notice will be deemed to be delivered when there is a successful transmission of the email. Any director may waive notice of any meeting. The attendance of a director at any meeting will constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting has not been called or convened as required by these bylaws or is contrary to law. The business to be transacted at the meeting need not be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.
Section VI. Quorum
A majority of the board of directors will constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors are present at the meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. The presence of a director whose express purpose is to object to the transaction of any business because the meeting has not been called or convened as required by these bylaws or is contrary to law will not be counted toward presence of a quorum.
Section VII. Manner of Acting
The act of a majority of the directors present in person or by proxy at a meeting at which a quorum is present will be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.
Members of the board of directors or of any committee of the board of directors may participate and act at any meeting of the board or such committee through the use of a conference telephone or other communications device by means of which all persons participating in the meeting can hear each other. Participation in such meetings will constitute attendance and presence in person at the meeting of the person or persons so participating, except where a director or committee member participates in a meeting for the sole purpose of objecting to the transaction of any business on the ground that the meeting has not been lawfully convened or called.
Section VIII. Vacancies
Any vacancy occurring in the board of directors will be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy will be elected for the unexpired term of his or her predecessor in office.
Any directorship to be filled because of an increase in the number of directors will be filled by election at an annual meeting or at a special meeting of members called for that purpose.
Section IX. Compensation
Directors as such will not receive any stated salaries for their services, but by resolution of the board of directors any current or former director may be indemnified for expenses and costs, including attorney fees, actually and necessarily incurred in connection with any proceeding on a claim being asserted against that director arising from his or her being or having been such director, except in relation to matters as to which he or she may have been guilty of negligence or misconduct in respect of the matter in which indemnity is sought.
ARTICLE FIVE. Officers
Section I. Officers
The officers of the corporation will be a president, one or more vice-presidents (the number to be determined by the board of directors), a secretary, a treasurer, and such other officers as may be elected in accordance with this article. The board of directors may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasurers, as are deemed desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. Any two or more offices may be held by the same person, except the offices of president and secretary.
Section II. Election and Term of Office
The officers of the corporation will be elected every three years by the board of directors at the regular annual meeting of the board of directors for that year. If the election of officers is not held at such meeting, such election must be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the board of directors. Each officer will hold office until his or her successor has been elected and qualified.
Section III. Removal
Any officer elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served by such action, but such removal will be without prejudice to the contract rights, if any, of the officer removed.
Section IV. Vacancies
A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section V. President
The president will be the principal executive officer of the corporation and will, in general, supervise and control all of the business and affairs of the corporation. The president will preside at all meetings of the members and of the board of directors. The president 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 that the board of directors have authorized to be executed, except in cases where signing and execution has been expressly delegated by the board of directors, or by these bylaws or statute to some other officer or agent of the corporation. In general, the president will perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section VI. Vice-President
In the absence of the president, or in the event of the president's inability or refusal to act, the vice-president will perform the duties of the president, and when so acting, will have all the powers of and be subject to all the restrictions on the president. A vice-president will perform such other duties as from time to time may be assigned by the president or by the board of directors.
Section VII. Treasurer
If required by the board of directors, the treasurer will give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of directors may determine to be appropriate. The treasurer will have charge and custody of, and be responsible for, all funds and securities of the corporation; receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies, or other depositories as may be selected by the board of directors; and, in general, perform all 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.
Section VIII. Secretary
The secretary will keep the minutes of the meetings of the members and of the board of directors in one or more books provided for that purpose; ensure that all notices are given in accordance with these bylaws or as may be required by law; act as custodian of the corporate records and seal of the corporation, and see that the seal of the corporation is affixed to all documents executed on behalf of the corporation under its seal, as authorized by these bylaws; keep a register of the post office address and email address of each member which will be furnished to the secretary by such member; 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.
Section IX. Assistant Treasurers and Assistant Secretaries
If required by the board of directors, the assistant treasurers will give bonds for the faithful discharge of their duties in such sums and with such surety or sureties as the board of directors may determine to be appropriate. The assistant treasurers and assistant secretaries, in general, will perform such duties as may be assigned to them by the treasurer or the secretary, or by the president or board of directors.
Section X. Compensation
By resolution of the Board of Directors, officers may receive reasonable compensation for their duties. In addition, the Board of Directors will establish an accountable expense reimbursement policy which will allow employees of the corporation to be reimbursed for any ordinary and necessary business and professional expenses incurred on behalf of the corporation. Such policy must comply with all Internal Revenue Code and Regulations on accountable expense reimbursement plans.
ARTICLE SIX. Committees
Section I. Executive Committee
Internal management and conduct of the business of the corporation may, by resolution adopted by a majority of the board of directors in office, be vested in an executive committee composed of up to five persons. Members of the committee will be appointed by resolution of the board of directors. At least two members of the committee will be directors of the corporation. The executive committee is authorized to hire and discharge employees, to make all contracts and authorize all transactions in the ordinary course of business of the corporation, and to do all things necessary or incident to the execution of these tasks. This designation and the delegation to the executive committee of authority will not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law or these bylaws.
The executive committee may act by unanimous written agreement of its members, or by a majority vote of its members at any regularly called meeting of which all members have had reasonable notice. The committee must, at each regular meeting of the board of directors, and from time to time when requested by the board, make a full report of all business transacted by the committee.
Section II. Other Committees of Directors
The board of directors, by resolution adopted by a majority of the directors in office, may designate other committees, each of which must consist of two or more directors, which committees, to the extent provided in the resolution, will have and exercise the authority of the board of directors. The designation of such committees and the delegation of authority to them will not operate to relieve the board of directors, or any individual director, of any responsibility imposed by law.
A designated committee may perform the functions of any officer and the functions of any two or more officers may be performed by a single committee, including the functions of both president and secretary.
Section III. Other Committees
Other committees which do not have and exercise 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 will be members of the corporation, and the president of the corporation will appoint the members. Any committee member may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the corporation will be served by such removal.
Section IV. Term of Office in Committee
Each member of a committee will continue as such until the next annual meeting of the members of the corporation and until a successor is appointed, unless the committee is sooner terminated, unless such member is removed from the committee, or the member ceases to qualify as a member of the committee.
Section V. Chair
One member of each committee will be appointed chair by the person or persons authorized to appoint the committee members.
Section VI. 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 VII. Quorum
Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee will constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present will be the act of the committee.
Section VIII. Rules
Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the board of directors.
ARTICLE SEVEN. Contracts, Checks, Deposits and Funds
Section I. 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 to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section II. Checks, Drafts, or Orders for Payment
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation will be signed by such officer or officers, agent or agents of the corporation and in such manner as from time to time may be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments must be signed by the treasurer or an assistant treasurer and countersigned by the president or a vice-president of the corporation.
Section III. Deposits
All funds of the corporation must be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries as the board of directors may select.
Section IV. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the corporation.
ARTICLE EIGHT. Certificates of Membership
Section I. Certificate of Membership
The board of directors may provide for issuance of certificates evidencing membership in the corporation, which will be in such form as may be determined by the board. Certificates will be signed by the president, or a vice-president, and by the secretary or an assistant secretary, and must be sealed with the seal of the corporation. All certificates evidencing membership in any class must be consecutively numbered. The name and address of each member and the date of issuance of the certificate will be entered on the records of the corporation. If any certificate becomes lost, mutilated, or destroyed, a new certificate may be issued on such terms and conditions as the board of directors may determine.
Section II. Issuance of Certificates
If the board of directors has provided for the issuance of certificates of membership under Section I of this Article, when a member has been elected to membership and has paid any initiation fee and dues that may then be required, the secretary must issue a certificate of membership in the new member's name and deliver it to the new member.
ARTICLE NINE. Dues
Section I. Annual Dues
The board of directors may determine from time to time the amount of initiation fee, if any, and annual dues payable to the corporation by members.
Section II. Payment of Dues
Dues will be payable in advance on a date and in an amount determined by the board of directors. Dues of a new member will be prorated from the first day of the month in which such new member is elected to membership for the remainder of the fiscal year of the corporation.
Section III. Default and Termination of Membership
When any member of any class is found to be in default in the payment of dues for a period of two months from the beginning of the fiscal year or period in which such dues become payable, his or her membership may be terminated by the board of directors in the manner provided in Article Two of these bylaws.
ARTICLE TEN. Miscellaneous
Section I. Books and Records
The corporation will keep correct and complete books and records of account and will 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 will 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 his or her agent or attorney, for any proper purpose at any reasonable time.
Section II. Fiscal Year
The fiscal year of the corporation will begin on the first day of January and end on the last day of December of each year.
Section III. Corporate Seal
The board of directors may provide a corporate seal, which will be in a form as specified by the board.
Section IV. Waiver of Notice
Whenever any notice must be given under the Texas Non-Profit Corporation Act or under the articles of incorporation or bylaws of this corporation, a waiver of such notice, in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, will be deemed equivalent to the giving of such notice.
Section V. Conflict Resolution
If a dispute arises within the organization or between a member and the organization and cannot be resolved through the parties talking about the matter personally and privately, it shall be resolved as follows:
a. The dispute shall be submitted to mediation and, if necessary, legally binding arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon an arbitration award may be entered in any court.
b. This section covers the North Texas Amateur Baseball League as a corporate entity and its agents, including its board members, officers, staff, managers, sponsors, players, and volunteers with regard to any actions they may take in their official capacities.
c. This section covers any and all disputes or claims arising from or related to membership, policy, corporate governance, playing rules, player eligibility and conduct, team guidelines, decisions, actions, or failures to act, including claims based on civil statute or for personal injury. However, individual employment contracts of officers may supersede this section if so specified in the contracts.
d. By joining this organization, all members agree that these methods shall provide the sole remedy for any dispute arising against the organization or its agents, and they waive their right to file any legal action against the organization in a civil court or agency, except to enforce an arbitration decision.
e. If a dispute or claim involves an alleged injury or damage to which the organization's insurance applies, and if the organization's insurer refuses to submit to mediation or arbitration as described in this section, either the organization or the member alleging the injury or damage may declare that this section is no longer binding with regard to that part of the dispute or claim to which the organization's insurance applies.
ARTICLE ELEVEN. Amendments
Section I. Power of Members to Amend Bylaws
The bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted by the vote or written assent of a majority of the board of directors.
Section II. Power of Directors to Amend Bylaws
Subject to the limitations of the articles of incorporation, these bylaws, and the Texas Non-Profit Corporation Act, concerning corporate action that must be authorized or approved by the members of the corporation, on proper delegation, the bylaws of this corporation may be amended, repealed, or added to, or new bylaws may be adopted, by a resolution of the board of directors.
ARTICLE TWELVE. Use of Corporation's Facilities
No person, except a member of the corporation, the family member of such member, and guests of the member, when in the company of the member, may use the facilities owned or leased by the corporation. As used in these bylaws the term "family" will include only persons within the first degree of relationship either to the member or to the member's spouse.
