DERRY AREA YOUTH ATHLETIC ASSOCIATION, INC.
CONSTITUTION AND BY-LAWS
ARTICLE I – NAME
This organization shall be known as Derry Area Youth Athletic Association, Inc., hereinafter referred to as the “Association.”
ARTICLE II – OBJECTIVE
Section 1. The objective of the Association shall be 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.
Section 2. To achieve this objective, the Association will provide a supervised program under the Rules and Regulations of the Association. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill of the winning of the game is secondary, and the molding of the future citizens is of prime importance. In accordance with section 501-2-3 of the Internal Revenue Code, the Association will operate exclusively as a non-profit educational organization providing a supervised program of competitive youth sports. No part of the net earnings shall inure to the benefit of any private shareholder 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 Association may apply to become a member.
Section 2. Classes. There shall be the following classes of members:
Player Member. Any player candidate meeting the requirements of the Association shall be eligible to compete for participation; but, shall have no rights, duties or obligations in the management or in the property of the Association.
Regular Member. All Officers, Board Members, Committee Members, Managers, Coaches and other elected officials must be active Regular Members in good standing.
Members in good standing are those who were not absent three (3) meetings in a row or four (4) meetings over-all of the meetings scheduled during the twelve (12) month period they are in office. Any member not in good standing cannot be a candidate for Office.
Honorary Member. (Optional) Any person may be elected as Honorary Members by unanimous vote of all Directors present at any duty held meeting of the Board; but, shall have no rights, duties or obligations in the management or in the property of the Association.
Sustaining Member. (Optional) Any person not a Regular Member who makes financial or other contributions to the Association may be a majority vote of the Board of Directors become a Sustaining Member; but, such person shall have no rights, duties, or obligations in the management or in the property of the Association.
As used hereinafter, the word “Member” shall mean a Regular Member unless otherwise indicated.
Section 3. Other Affiliations. Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the Association. Regular Members cannot be actively engaged in the promotion and/or operation of any other program that competes with Derry Area Youth Athletic Association, Inc.
Section 4. Suspension or Termination. Members may be terminated by resignation or action of the Board of Directors.
a. The Board of Directors, by majority vote of those present at any duty constituted meeting, shall have the authority to discipline, suspend or terminate the membership of any member when the conduct of such person is considered detrimental to the best interest of the Association. The Member involved shall be notified of such a 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 the 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 advisor, with the player before a duly appointed committee of the Board, which shall have full power to suspend or revoke such players’ right to future participation.
c. A report of the Board’s decision shall be forwarded by Certified Mail to the Member parent or guardian within five (5) calendar days.
ARTICLE IV – DUES
A reasonable participation fee may be assessed as a parent’s obligation to assure the operational continuity of the Association. Although it is recommended that ne fee be collected, a player fee and/or a family fee may be assessed if deemed necessary. The amount of the fee, if any, shall be voted on, annually, by the Board of Directors at a regular scheduled meeting prior to registration. AT NO TIME SHOULD PAYMENT OF ANY FEE BE A PREREQUISITE FOR PARTICIPATION IN ANY ASSOCIATION PROGRAM.
ARTICLE V – MEETINGS
Section 1. Annual Meeting. The annual meeting of the members of the Association shall be held on a date and time in September each year for the purpose of electing Officers, Directors and Members, receiving reports and for the transaction of such business as may properly come before the meeting unless otherwise stipulated.
Section 2. Notice of Meeting. Notice of each annual meeting of the Board of Directors shall be delivered to each Member at least seven (7) days in advance thereof, setting forth the place, time and purpose of the meeting; or, lieu thereof, notice may be given in such form as may be authorized by the Members, from time to time, at any regularly convened meeting.
Section 3. Special Meetings. Special meetings of the Members may be called by the President or the Secretary. No business other than that specified in the notice of the meeting shall be transacted at any Special meeting of the Members.
Section 4. Quorum. The presence of a majority of the Members shall be necessary to constitute a Quorum.
Section 5. Voting. Only regular Members shall be entitled to vote at the annual meeting of elections of the Association.
Section 6. Nominations. Additional nominations to the Board of Directors slate, as presented by any member of the board, may be made from the floor at the annual meeting.
Section 7. Rules of Order. Robert’s Rules of Order shall govern the proceedings of all meetings except where same conflicts with the Constitution and By-laws of the Association.
ARTICLE VI – BOARD OF DIRECTORS
Section 1. Board and Number. The management of the property and the affairs of the Association shall be vested the Board of Directors. The number of Directors shall be bot less than five (5) or more that the number determined by the board. 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.
Section 2. Required Members. The Board Membership shall include the officers, including the Player Agent and a minimum of one (1) representative from the Auxiliary, a minimum of one (1) Manager or Coach from of the associated programs. The total number of Managers or Coaches shall not exceed a minority of the total Board Members, and a minimum of one (1) volunteer umpire.
Section 3. Annual Election and Term of Office. At each Annual Meeting, the Members shall determine the number of Directors to be elected for the ensuing year and shall elect such number of Directors. The number so fixed; may, within the limits prescribed by the foregoing Section 1, be increased at a Special Meeting of the Members, and if the number is increased, the additional Directors may be elected at the Meeting. All elections of Directors shall be by majority vote, secret ballot if required, of all Members present.
Section 4. Vacancies. If any vacancies occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority, secret ballot if required, vote of the remaining Directors at any monthly meeting.
Section 5. Meeting, Notice and Quorum. Regular meetings of the Board of Directors shall be held immediately following the annual election and on such days thereafter as shall be determined by the Board. The President or the Secretary may; whenever they deem 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 at least three (3) days before the time appointed for the meeting to each Director. A meeting of extreme importance may be called with twenty-four (24) hour notice.
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.
Majority of board members present that are eligible to vote shall constitute a Quorum for the transaction of business.
Section 6. Duties and Powers. The Board of Directors shall have the power to approve such standing committees as it shall determine and to delegate such powers to them as these committees are personally appointed by the president of the association.
The Board shall propose for adoption by the Membership such Rules and Regulations, Policies and/or Practices for the conduct of its meetings and the management of the Association as it deems proper.
The adoption of amendments to such Rules and Regulations, Policies and/or Practices shall be in accordance with ARTICLE XIII of the by-laws.
The Board shall have the power by majority vote to those present at any Regular or Special Meeting to discipline, suspend or remove any Director or Officer or Committee Member of the Association in accordance with ARTICLE III, section 4 (a).
The Board shall receive at the Annual Meeting of the Members of the Association a report verified by the President and Treasurer, or by the majority of the Directors, showing the whole amount of real and personal property acquired during the immediately preceding year, the date of the report and the manner of the acquisitions; the amount applied, appropriated or extended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and to the names and places of residence of the persons who have been admitted to the membership in the Association during such year, which reports shall be filed with the records of the Association and an abstract thereof entered in the minutes of the proceedings of the Annual Meeting.
ARTICLE VII – EXECUTIVE COMMITTEE (OPTIONAL)
Section 1. The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) or more than seven (7) Directors, one of whom shall be the President of the Association.
Section 2. The Executive Committee shall advise with and assist the Officers of the Association in all matters concerning its interests and management of its affairs, and shall have such powers as may be delegated to it by the Board.
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 VIII – STANDING COMMITTEES
Section 1. Nominating Committee. The Board of Directors may appoint a Nominating Committee consisting of at least three (3) Directors.
The Committee shall submit for consideration by the Board of Directors a slate of Officers and Committee Members.
Section 2. Membership Committee. The Board of Directors may appoint a Membership Committee consisting of at least three (3) Directors.
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 or any Special Meeting of the Members of 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) or more than seven (7) Directors.
The Treasurer shall be an ex-officio member of the Committee.
The Committee shall investigate ways and means of financing the Association.
Section 4. Property, Buildings and Grounds. The President of the Association, with approval of the Board of Directors, may appoint a Property, Buildings and Grounds Committee consisting of at least three (3) Directors. This Committee shall be responsible for the delegation of maintenance of the playing fields, buildings and grounds.
The Committee shall investigate and recommend available suitable sites and plans for development, including ways and means, the latter in cooperation with the finance committee.
The committee shall be responsible for repair and improvement, recommendations other than normal maintenance, and supervise the performance of approved projects.
Section 5. Playing Equipment Committee. The Board of Directors may appoint a Playing Equipment Committee which shall secure bids on needed supplies and equipment and make recommendations for the purchase of the board.
The Committee shall be responsible for the proper issuance of such supplies and equipment, 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) Members. Any member applying for the position of manager or coach may not be eligible to be recommended for this committee.
The Committee shall interview and investigate all candidates for Manager and Coach. Recommendations for acceptable candidates along with non-recommendations shall be brought before the Board of Directors.
It shall, at the request of the President of the Association or the Board of Directors investigate complaints concerning managers and coaches and make a report thereof to the President of the Association or the 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.
The Association shall recruit, interview and recommend to the board for appointment a staff of umpires, including a Chief Umpire and replacements.
When appointed, the staff of umpires shall be under the personal direction and responsibility of an appointed administrator, who will observe and schedule the staff.
Section 8. Auxiliary Committee. The Board of Directors may appoint an Auxiliary Committee consisting of the Association Treasurer and two (2) other Directors.
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 9. Auditing Committee. The Board of Directors shall appoint an Auditing Committee consisting of three (3) Directors. The President, Treasurer or signatures of checks are not eligible to be on this committee.
The Committee shall review the Association’s books and records annually prior to the Annual meeting and attach a statement of their findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors, secure the services of a Certified Public accountant to accomplish such review.
Section 10. 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 Minor League Supervisor and be responsible to the Director of Baseball Operations for the proper conduct of the Minor League operation.
Section 11. Tee Ball Committee. The Board of Directors may appoint a Tee Ball Committee consisting of three (3) Directors.
The Chairman of the Committee shall be the Tee Ball Supervisor and be responsible to the Director of Baseball Operations for the proper conduct of the Tee Ball operation.
ARTICLE IX – OFFICERS, DUTIES AND POWERS
Section 1. Election. Immediately following the Annual Meeting, the Board of Directors present, shall meet for the purpose of electing Officers and appointing Committees for the ensuing year.
Section 2. Officers. The Officers of the Association shall consist of a President, one or more Vice-Presidents, a Secretary, Assistant Secretary, a Treasure and a Player Agent or Agents, all of whom shall hold office for the pursuing year or until their successors are duly elected. Regulation (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.
Section 3. President. The President shall:
a. Conduct the affairs of the Association and execute the policies established by the Board of Directors.
b. Present a report of the condition of the Association at the Annual Meeting.
c. Communicate to the Board of Directors, such matters as he may deem appropriate, and make such suggestions as may tend to promote the welfare of the Association.
d. Be responsible for the conduct of the Association in strict conformity to the policies, principles, rules and regulations of Derry Area Youth Athletic Association, Inc.
e. Designate in writing, other Officers if necessary, to have power to make and execute for/and in the name of the Association such contracts and leases as may have received prior approval of the Board.
Section 4. First Vice-President.
In case of absence or disability of the President, and provided he is authorized by the President or Board to do so act, the Vice-President shall perform the duties of the President and when so acting, shall have all the powers of that office, and shall have such other duties as assigned by the President.
Section 5. Second Vice-President.
In case of absence or disability of the President and First Vice-President, and provided he is authorized by the President or Board to do so act, the Second Vice-President shall perform the duties of the President and when so acting, shall have all the powers of that office, and shall have such other duties as assigned by the President.
Section 6. Secretary. The Secretary shall:
a. Be responsible for recording the activities of the Association and maintain appropriate 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 President.
c. Maintain a list of all Board Members, Directors and Committee Members and give notice of all meetings of the Association.
d. Keep the minutes of the meetings and cause them to be recorded in a book or electronic computer file kept for that purpose.
e. Shall conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
f. Notify Members, Directors, Officers and Committee Members of their election or appointment.
g. Advertise time, date and location of all Association Meetings.
Section 7. Assistant Secretary.
In case of absence or disability of the Secretary, the Assistant Secretary shall perform all the duties of the Secretary and those directed by the President.
Section 8. Treasurer. The Treasurer shall:
a. Perform such duties as are herein specifically set forth and such duties are customarily incident to the Office of Treasurer or may be assigned by the President.
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 Association, including the auxiliary, approve payments from allotted funds and draw checks therefore.
d. Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the annual Meeting.
Section 9. Player Agent. The Player Agent shall:
a. Record all player transactions and maintain an accurate up to date record thereof.
b. Receive and review applications for player candidates and assist the President in checking age eligibility.
c. Conduct the player auction or draft and all other player transaction or selection meetings.
d. Prepare the Player Agent List.
ARTICLE X – MANAGERS, COACHES AND UMPIRES
Section 1. Team Managers and Coaches shall be appointed annually in accordance with Association policy by a majority vote of the eligible voting members, and shall be responsible for the selection of their teams and for their positions on the field.
Section 2. Umpires shall be recommended by the Committee, with the approval of the Board of Directors, who shall be responsible for their assignments and for their actions on the field.
ARTICLE XI – ASSOCIATION PLAYING RULES
Section 1. Playing Rules. The playing rules of the Association 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.
ARTICLE XII – FINANCIAL AND ACCOUNTING
Section 1. The Board of Directors shall decide all matters pertaining to the finances of the Association and it shall place all income, including Auxiliary funds, in a common league treasury, directing the expenditure of same in such matter as will give no team or individual and advantage over those in competition with such individual or team.
Section 2. The Board shall not permit the contribution of funds or property to individual teams; but, shall solicit some for the common Treasurer of the Association, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the Association.
Section 3. The Board shall not permit the solicitation of funds in the name of the Association unless all the funds are placed in the Association Treasury.
Section 4. The Board shall not permit the disbursement of Association funds for other than the conduct of Association activities in accordance with the rules and policies of Derry Area Youth Athletic Association, Inc.
Section 5. No Director, Officer or Member of the Association shall receive, directly or indirectly, any salary, compensation or emoluments from the Association for services rendered as Director, Officer or Member.
Section 6. All monies received, including Auxiliary funds, shall be deposited to the credit of the Association in a bank so designated each year by majority vote of the Board of Directors with all disbursements to be made by check. All checks shall be signed by the Treasurer and President.
Section 7. The fiscal year of the Association shall begin on the first day of October and end the last day of September.
Section 8. Distribution of Property upon Dissolution. Upon dissolution of the Association and after all outstanding debts and claims have been satisfied, the Members shall distribute the property of the Association to such other organizations maintaining an objective similar to that set forth herein, which are or may be entitled to exemption under Section 501 (c) 3 of the Internal Revenue Code or any future corresponding provision.
ARTICLE XIII – AMENDMENTS
This Constitution and By-Laws may be amended, replaced or altered in whole or in part by a two-third (2/3) majority vote in the following manner:
a. Additions or amendments must be in the form of a sub-section under the proper section, a new section under the proper Article or a new Article.
b. All additions and amendments to additions must not conflict with the Constitution, By-Laws or Policies and Practices of Derry Area Youth Athletic Association, Inc.
c. Proposed additions or amendments to additions must be submitted in writing at two (2) consecutive board meetings and passed by a two-thirds (2/3) majority vote of the eligible members present at the next Regular meeting. The subject matter of such additions or amendments to additions must be advertised or otherwise made known to the Members prior to the meeting at which the vote is to be taken.