DECATUR DIXIE GIRLS
SOFTBALL, INC.
ARTICLE I. NAME
The name of
this corporation shall be Decatur Dixie Girls Softball, Inc., sometimes
referred to in these Bylaws as the Corporation.
The
purposes for which the Corporation is formed are those set forth in its
Articles of Incorporation, as amended from time to time. The Corporation is organized to develop the
minds, bodies and sportsmanship of all youth through their participation and
involvement in softball. To further its
educational purpose, the Corporation shall stress and demonstrate through
examples the above mentioned axioms. The
value of the athletic contests, sportsmanship, cooperation with others and
self-discipline will be the ultimate goal of all members and participating
youth and adults.
Section
3.1. Members. The members of the Corporation shall consist
of parents or legal guardians of participants in the league softball
activities, current members of the Board of Directors (the officers, League
Commissioners for the previous softball season, the Equipment Manager, the
Parents’ Auxiliary Chairperson, the Concessions Chairperson, the Parks and
Recreation Liaison, and the Publicity Chairperson), and the managers and
coaches of each softball team participating in the league softball activities.
Section
3.2. Annual Meeting. The Annual Meeting of the membership of the
Corporation shall be held in the month of June in each year, for the purpose of
electing officers, League Commissioners, and Equipment Manager, a Parents’
Auxiliary Chairperson, a Concessions Chairperson, the Parks and Recreation
Liaison, and a Publicity Chairperson, and for the transaction of such other
business as may come before the meeting.
Section
3.3. General Membership Meeting. A general membership meeting shall be held in
the month of January of each year for the purpose of disseminating information
regarding the upcoming softball season, the rules of ethics, conduct and
sportsmanship, and League policies and procedures.
Section
3.4. Notice, Place. Notice of the Annual Meeting and the General
Membership Meeting shall be given at least seven (7) days prior thereto by written notice delivered
personally or mailed to each member at his or her business or residential
address, and by publishing notice of
such meetings in the Decatur
Daily at least seven (7) days prior to said meeting. If several members reside at one household,
one mailing per household will constitute notice to each member residing at the
household. If the Board of Directors
determines that the funds of the corporation are insufficient for an individual
mailing, they may choose an alternative method such as personal telephone calls
to give notice to each member. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States Mail, so addressed, with postage thereon prepaid. The Board of Directors may designate any
place, either within or without the City of
Section
3.5. Voting. To be eligible to vote at any meeting of the
membership, a member must have served as a member of the Board of Directors, as
a manager, or as a coach during the softball season immediately preceding the
membership meeting, or be a parent or legal guardian of a participant in the
softball activities of the immediately preceding softball season. Only those members entitled to vote at any
meeting of the membership shall be counted in determining whether a quorum is
present.
Section
3.6. Removal from Membership. The Board of Directors shall have the
authority to remove from membership any member whose conduct conflicts with the
expressed goals of the Corporation or the softball leagues, or whose conduct is
considered by the majority of the Board of Directors to be detrimental to the
best interest of the Corporation. The
Commissioner of any league, upon evidence of any misconduct of any member of
the Corporation in connection with the activities of the Corporation, shall
report such alleged misconduct to the Board of Directors. Before the Board of Directors shall take any
action beyond suspension concerning the alleged misconduct of the member
involved, the member shall be given a hearing before the Board of Directors, if such a hearing is requested by the member
in writing within seventy-two (72) hours of the report of the misconduct to the
Board.
ARTICLE IV. BOARD
OF DIRECTORS
Section
4.1. General
Powers. The business and affairs of
the Corporation shall be managed by its Board of Directors. The Board of Directors shall, in addition to
conducting the general business of the Corporation, elect and approve all
managers and coaches for each softball team participating in the various
softball leagues, and shall in general oversee the various softball activities
of the leagues and the Corporation.
Section
4.2. Composition, Tenure. The Board of Directors of the Corporation
shall consist of the officers of the Corporation, the League Commissioners, an
Equipment Manager, a Parents’ Auxiliary
Chairperson, a Concessions Chairperson, the Parks and Recreation Liaison, and a
Publicity Chairperson, all of whom shall be elected by the membership as
provided in these bylaws. The number of
directors serving on the Board of Directors
at any time shall not be less than three. Each director shall remain a director of the
Corporation for the duration of the term for which he or she was elected, and
until his or her successor in office shall have been elected and qualified, as
specified elsewhere in these Bylaws.
Section
4.3. Regular Meetings. A regular meeting of the Board of Directors
may be held without other notice than by this Bylaw immediately after, and at
the same place as, the Annual Meeting of the Membership. The Board of Directors may provide, by
resolution, the time and place, either within or without the city of
Section
4.4. Special Meetings. Special meetings of the Board of Directors
may be called by or at the request of the president or any one director. The person or persons authorized to call
special meetings of the Board of Directors may fix any place, either within or
without the City of
Section
4.5. Notice. Notice of any special meeting shall be given
by attempting to contact members via email or phone.[1] Any director may waive notice of any
meeting. The attendance of the director
at a meeting shall 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 is not lawfully called or
convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the waiver of notice of such meeting.
Section
4.6 Quorum. A majority of the number of directors as
specified by Section 4.2 of this Article IV shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors, but if less
than such majority is present at a meeting, a majority of the directors present
may adjourn the meeting from time without further notice.
Section 4.7. Attendance
at Meeting. Attendance by each
Director at all meetings of the Board of Directors is mandatory. Should an absence from a meeting of the Board
of Directors be necessary, a director shall, within fourteen (14) days after
the meeting, notify the President in writing of the reason for such
absence. The following absences will be
excused with no penalty:
1.
Conflict with work schedule.
2.
Personal or family illness.
3.
Less than 48 hours notice of a meeting.
4.
Vacation.
In the event of four unexcused
absences, the director may be removed from the Board of Directors by a majority
vote of the directors present at a meeting at which a quorum is present. Before any action with respect to removing
such director from office shall be taken, the director shall be given the
opportunity for a hearing before the Board of Directors.
Section
4.8. Manner of Acting. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors.
Section
4.9. Action By Unanimous Consent. Any action which may be taken at meeting of
the Board of Directors may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors of the
Corporation.
Section
4.10 Vacancies. Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. The director elected to fill a vacancy shall
be elected for the unexpired portion of the term of his or her predecessor in
office.
Section
4.11. Presumption of Assent. A director of the Corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the
minutes of the meeting, he or she shall file his or her written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof,
or he or she shall forward such dissent by registered mail to the secretary of
the Corporation immediately after the adjournment thereof. Such right to dissent shall not apply to a
director who voted in favor of such action.
Section
4.12. Compensation. The directors of the Corporation shall serve
without compensation.
Section
5.1. Number. The officers of the Corporation shall be a president, a vice
president, a secretary, and a treasurer, each of whom shall be elected by the
membership. Such other officers and
assistant officers as may be deemed necessary shall be elected or appointed by
the Board of Directors, for such terms as shall be specified 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
5.2. Election and Term of Office. The officers of the Corporation shall be
elected by the members of the Corporation at the Annual Meeting of the
membership. Each officer shall serve a
two-year term, and the terms of the officers shall be staggered to allow for
continuity in the business affairs of the Corporation. The terms of the President and the Secretary
shall run concurrently, and the terms of the Vice President and the Treasurer
shall run concurrently. For purposes of
the initial election of officers upon the adoption of these bylaws, the
President and the Secretary shall be elected for two-year terms, and the Vice
President and the Treasurer shall be elected for one-year terms. Officers elected for one-year terms. Officers elected to succeed such officers
upon the expiration of their initial terms shall serve two-year terms
hereafter.
Section
5.3. Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification, or other reason may be filled by the
Board of Directors for the unexpired portion of the term.
Section
5.4. The President. The President shall be the principal
executive officer of the Corporation and, subject to the control of the Board
of Directors, shall in general supervise and control all of the business and
affairs of the Corporation. He or she
shall, when present, preside at all meetings of the membership and of the Board
of Directors. He or she may sign, with
the Secretary or any other proper officer of the Corporation thereunto
authorized by the Board of Directors, any deeds, mortgages, bonds, contracts,
or other instruments, except in cases, where the signing and execution thereof
shall be expressly delegated by the
Board of Directors or by these
Bylaws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed or
executed. The President shall hold
ultimate responsibility for all league softball activities, and shall
coordinate all league softball activities and delegate duties to all league
officials and managers. The President
shall perform all other 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
5.5 The Vice President. In the absence of the President or in the
event of his or her death, disability, or refusal to act, the Vice President
shall perform the duties of the President, and when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other
duties as from time to time may be assigned to him or her by the President or
by the Board of Directors.
Section
5.6. The Secretary. The Secretary shall: (a)
keep the minutes of the membership meetings and of the Board of
Directors’ meetings in one or more books provided for that purpose; (b) see
that all notices are duly given in accordance with the provisions of these
Bylaws and as required by law; (c) be custodian of the corporate records of the
Corporation; (d) keep a register of the post office address of each member which shall be furnished to the Secretary by
such member; and (e) in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him or
her by the President or by the Board of Directors.
Section
5.7. The Treasurer. The Treasurer shall: (a)
have the care and custody of and be responsible for all of the funds and
securities of the Corporation and shall deposit such funds and securities in
the name of the Corporation in such banks or
safe deposit companies as the Board of Directors may designate; (b) make
sign and endorse in the name of the Corporation all checks, drafts, notes, and
other orders for the payment of money, and pay out and dispose of such under
the direction of the President or the Board of Directors; (c) keep at the
principal office of the Corporation accurate books of account of all business
and transactions of the Corporation and at all reasonable hours exhibit books
and accounts to any director upon application at the office of the Corporation
during business hours; (d) render a report of the condition of the finances of
the Corporation at each regular meeting of the Board of directors and at such
other times as shall be required of him or her, and make a full financial
report at the Annual Meeting of the members; and (e) in
general, perform all duties incident to the office of Treasurer and such other
duties as from time to time may be assigned to him or her by the President or
by the Board of Directors.
Section
5.8. Assistant Secretaries and
Assistant Treasurers. The assistant
secretaries and assistant treasurers shall perform such duties as shall be
assigned to them by the Secretary and the Treasurer, respectively, and by the
President or the Board of Directors.
ARTICLE VI. LEAGUE
COMMISSIONERS
Section
6.1. Number, Election. There shall be a minimum of one (1)
commissioner for each league in each division, with said commissioners to be
elected by the membership at the Annual Meeting to be held in June of each
year. Additional commissioners necessary
for the smooth operation of the softball leagues, determined at the beginning
of the softball season immediately following the Annual Meeting, shall be
elected or appointed by the Board of Directors.
The League Commissioners shall serve as members of the Board of
Directors for the duration of their terms as League Commissioners.
Section
6.2. Duties. The League Commissioners shall be responsible
for: (a) insuring that all rules and
regulations are followed in the softball league for which they were elected;
(b) making decisions during the softball season and all tournament play on incidents
that are not a part of the Official Dixie Rule Book or local options, which
decisions shall stand until such time as the next Board of Directors meeting at
which the decision shall be determined as valid or invalid; (c) representing or
selecting a representative to attend all regular season games for the purpose
of arbitrating any dispute that might arise; (d) representing or selecting a
representative for the league at all
tournament sites; (e) scheduling all
league games upon approval of the President; and (f) performing all other duties as assigned by
the President. The League Commissioners
shall have authority to appoint deputy commissioners to help discharge the duties
of the league, which appointments shall be subject t o the approval of the
Board of Directors
Section
6.3. Term of Office. The League Commissioners of each division
shall each serve a two-year term. The
terms of the Commissioners shall be staggered so that only half of the
commissioners shall be elected each year.
The terms of the commissioners initially elected shall be determined by
lot.
Section 6.4 Vacancies. A vacancy in the position of League
Commissioner because of death, resignation, removal, disqualification, or other
reason may be filled by the Board of Directors for the unexpired portion of the
term.
ARTICLE VII. EQUIPMENT
MANAGER, PARENTS’ AUXILIARY CHAIRPERSON, CONCESSIONS CHAIRPERSON, PARKS AND
RECREATION LIAISON AND PUBLICITY CHAIRPERSON
Section
7.1 Election, Term. The Equipment Manager, the Parents’ Auxiliary
Chairperson, the Concessions Chairperson, the Parks and Recreation Liaison, and
the Publicity Chairperson shall each be elected by the membership at the Annual Meeting to be held in June of each
year for a term of one year. A vacancy
in any of these positions for any reason shall be filled by the Board of Directors for the unexpired portion of the
term.
Section 7.2. Equipment
Manager. The Equipment Manager
shall be responsible for: (a)
purchasing all equipment and uniforms as approved by the President; (b ) issuing all of said equipment and
uniforms; (c) holding the ultimate responsibility for all collection of
equipment from managers; (d) submitting a proposed budget to the Board of
directors for approval for the upcoming season on an annual basis; (e)
approving all personal equipment used in the league for the purpose of
maintaining legal equipment; and (f)
performing all other duties as assigned by the President. The Equipment Manager shall have the
authority to make necessary miscellaneous purchases up to the amount of
$100 per purchase for upgrading and
repair of equipment and uniforms.
Section
7.3. Parents’ Auxiliary Chairperson. The Parents’ Auxiliary Chairperson shall be
responsible for: (a) organizing and
directing fundraising activities; (b) coordinating all activities of team
parents; and (c) performing all other duties as assigned by the President. The Parents’ Auxiliary Chairperson shall have
the authority to appoint a co-chairperson for the Parents’ Auxiliary.
Section
7.4 Concessions Chairperson. The Concessions Chairperson shall be
responsible for: (a) organizing all
concession stands and concession stand workers; (b) purchasing all concession
materials; and (c) performing all other duties as assigned by the
President. The concessions chairperson
shall have the authority to appoint a co-chairperson(s) to organize the
separate concession stands.
Section
7.5. Parks and Recreation Liaison. The Parks and Recreation Liaison shall be
responsible for (a) organizing all activities with the city to ensure that the
park fields and facilities and in good and working order, and (b) perform all other duties as assigned
by the President.
Section
7.6 Publicity Chairperson. The Publicity Chairperson shall be
responsible for: (a) coordinating league
information through the general media process; (b) coordinating sponsorships
for league teams, including solicitation, billing, collection fees and
recognition; (c) maintaining a list of sponsors to assigned teams; and (d)
performing all other duties as assigned by the President.
ARTICLLE VIII. INDEMINNIFATION
OF DIRECTORS AND OFFICERS, LIABILITY INSURANCE
Section
8.1. Action Against Party Because of
Corporate Position. The Corporation
shall indemnify any person who was, or is a party, or is threatened to be made
a party, to any threatened, pending or completed claim, action or proceeding,
whether civil, criminal, administrative or investigative, including appeals,
other than an action by or in the right of the Corporation, by reason of the
fact that he or she is or was a director or officer of the Corporation, against
expenses, including attorneys’ fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in connection with
such action or proceeding, if he or she acted in good faith and in a matter he
or she reasonably believed to be in or not opposed to the best interests of the
Corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her
conduct was unlawful. The termination of
any action or proceeding by judgment,
order, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which he or she reasonably believed to be in
or not opposed to the best interests of the Corporation and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his or
her conduct was unlawful.
Section
8.2. Action By or in the Right of
the Corporation. The corporation
shall indemnify any person who was, or is, a party,, or is threatened to be
made a party, to any threatened, pending or completed claim or action by, or in
the right of, the Corporation to procure a judgment in its favor by reason of
the fact that he or she is or was a director or officer of the Corporation,
against expenses, including attorneys’ fees, actually and reasonably incurred
by him or her in connection with the defense or settlement of such action if he
or she acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for negligence or misconduct in the performance of his or
her duty to the Corporation unless, and only to the extent that, the Court in
which such action was brought shall determine upon application that, despite
the adjudication of liability but in view of all circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court shall deem proper.
Section
8.3. Reimbursement if Successful. To the extent that a director or officer of
the Corporation has been successful on the merits of otherwise in the defense
of any action or proceeding refereed to in Section 8.1 and 8.2, above, or in
defense of any claim, issue or matter therein, he or she shall be indemnified against
expenses, including attorneys’ fees, actually and reasonably incurred by him or
her in connection therewith, notwithstanding that he or she has not been
successful on any other claim, issue or matter in any such action or
proceeding.
Section
8.4. Authorization. Any indemnification under Sections 8.1 or
8.2, above, unless ordered by a Court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of
the director or officers proper in the circumstances because he or she has met
the applicable standard of conduct set forth in Section 8.1 and 8.2,
above. Such determination shall be made:
(a) By the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to, or who have
been wholly successful on the merits or otherwise with respect to, such claim,
action or proceeding;
(b) If such a quorum is not obtainable, or even
if obtainable a quorum of disinterested directors so directs, by independent
legal counsel in a written opinion; or
(c)
By the members.
Section
8.5. Advance Reimbursement. Expenses, including attorneys’ fees, incurred
in defending a civil or criminal claim, action or proceeding may be paid by the
Corporation in advance of the final disposition of such claim, action or
proceeding as authorized in the manner provided in Section 8.4, above, upon
receipt of an undertaking by or on behalf of the director or officer to repay
such amount if, and to the extent that it shall ultimately be determined that he
or she is not entitled to be indemnified by the Corporation as authorized in
this Article.
Section
8.6. Indemnification Not Exclusive. The indemnification authorized by this
Article shall not be deemed to be exclusive of, and shall be in addition to,
any other rights to which those indemnified may be entitled under any statute,
rule of law, provision of the Articles of Incorporation, these Bylaws, agreement or vote of the
membership or his of her official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to
be a director or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person.
Where such other provisions provide broader rights of indemnification
that these Bylaws, such other provision or provisions shall control.
Section
8.7. Insurance. The Corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a director or officer of
the Corporation against any liability asserted against him or her and incurred
by him or her in any such capacity or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify such person
against such liability under the provisions of this Article.
Section
8.8. Invalidity. This invalidity or unenforceability of any
provision hereof shall not in any was affect the remaining portions hereof,
which shall continue in full force and effect.
ARTICLE IX. CORPORATE
RECORDS, REPORTS
Section
9.1. Minutes of Corporate Meetings. The Corporation shall keep a book of minutes
of all proceedings of its membership and board of Directors, specifying the
place of holding of all meetings, where regular or special, the notice thereof
given, and proceedings thereof.
Section
9.2. Inspection of Records and
Properties by Directors. Every
director shall have the absolute right at any reasonable time to inspect all
books, records, documents of every kind and the physical properties of the
Corporation. Such inspection by a
director may be made in person or by agent or attorney, and the right of
inspection includes the right to make copies of such records.
ARTICLE X. FISCAL
RESPONSIBILITY
Section
10.1. Accounting Year. The accounting year and taxable year of this
Corporation shall begin on September 1 and continue until August 31.
Section
10.2. Audit. The books and financial records of the
Corporation shall be audited from time to time by an independent certified
public accountant. The Board of Directors
shall, by resolution, determine when the financial records of the Corporation
shall be audited by such an independent certified public accountant, provided,
however, that an internal audit shall take place on an annual basis.
Section
10.3. Bonding. The Treasurer, and such other persons as
deemed necessary by the Board of directors, shall be bonded in the amount
determined by the Board of Directors unless similar coverage is specifically
provided by insurance.
Whenever
any notice is required to be given to any member or director of the Corporation
under the provisions of these Bylaws, the provisions of the Articles of
Incorporation, or the provisions of the laws of the State of Alabama, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time therein, shall be deemed equivalent to the
giving of such notice.
ARTICLE XII. PARLIAMENTARY
AUTHORITY
The
current edition of Roberts Rules of Order (Newly Revised) shall be the
parliamentary authority. The President
shall have the power to appoint a member of the Board of directors to serve as
Parliamentarian.
These
Bylaws may be altered, amended, or repealed and new Bylaws may be adopted by
the majority vote of the board of Directors at any regular or special meeting
of the Board of Directors.
Revised Feb 2006