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Goffstown Junior Baseball

Goffstown Junior Baseball

Goffstown Jr Baseball Constitution and Bylaws

GOFFSTOWN JR BASEBALL CONSTITUTION AND BYLAWS

Article 1. General Purpose


Section 1: Name


This corporation shall be known as Goffstown Junior Baseball, Inc. (hereafter referred to as GJB).


Section 2: Objective


The objective of GJB is 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. Any decision made by GJB should be made with both of the following questions answered positively:

Is it in the best interests of the children of the community?

Will it bring credit to GJB and to the community as a whole?


Section 3: Non-profit Organization


In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, GJB shall operate exclusively as a non-profit educational organization, specifically to provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated. 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 future citizens is of prime importance. No part of the net earnings shall inure to the benefit of any private 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 2.  Membership


Section 1: Eligibility and Classes


Player Members: Any players meeting the requirements as to age as set forth in the rules of Little League Baseball, Inc., and who reside in the authorized boundaries of GJB, shall be eligible to compete in GJB. Player members shall have no rights, duties, or obligations in the management or in the property of GJB.

  

Regular Members: Regular membership shall be open to all residents in the jurisdiction of GJB over the age of eighteen (18) years actively interested in furthering the objectives of GJB. Regular members may attend and participate in Regular Meetings of the Board of Directors.

  

Members shall not be required to be affiliated with another organization or group to qualify as members of GJB.

  

Section 2: Suspension or Termination


Membership may be terminated by resignation or action of the Board of Directors as hereinafter provided:


A. The Board of Directors, by a two-thirds (2/3) vote of those present (assuming a quorum) at any duly constituted meeting, shall have the authority to discipline, suspend, or terminate the membership of any Member of any class when the conduct of such person is considered detrimental to the best interests of GJB and/ or Little League Baseball, Inc. The Member involved shall be notified of such meeting at least forty-eight (48) hours prior to such meeting, in writing, 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 and/or parent or guardian before a duly appointed committee of the Board of Directors, which shall have full power to suspend or revoke such player’s right to future participation.

Article 3. Dues/ Fees


A reasonable Little League participation fee may be assessed as a parent or guardian’s obligation to assure the operation continuity of GJB. AT NO TIME SHOULD PAYMENT BE A PREREQUISITE FOR PARTICIPATION IN THE LITTLE LEAGUE PROGRAM (Little League Regulation XIII ©).

Article 4. Meetings


Section 1. Annual Meeting


The annual meeting of GJB shall be held in September in each year for the purpose of electing the Board of Directors, receiving reports and for the transaction of such other business as may properly come before the meeting. A majority of the Regular Members present at the annual meeting shall be sufficient to elect the Board of Directors of this corporation.  Notice of the meeting shall be published at least seven (7) days prior to said meeting.


Section 2. Regular/ Special Meetings 


The Board of Directors will hold meetings generally no less than once a month. Special meetings may be called, or arranged, by any member of the Board of Directors, as needed. Meeting minutes are to be posted on the website.

  

At any time, upon written request of any person who has duly called a special meeting, it shall be the duty of the Secretary to fix the time of the meeting, which shall be held not more than thirty (30) days after the receipt of the request. Special meetings need to be publicly advertised. If the secretary neglects or refuses to fix the time of the meeting, the person or persons calling the meeting may do so.


Section 3. Quorum and Adjournment 


  1. General Rule: A meeting of Members of the Corporation duly called shall not be organized for the transaction of business unless a quorum is present. The presence in person or by proxy of two-thirds of the members of the Board shall be necessary to constitute a quorum.


  1. Withdrawal of a Quorum: The Members present at a duly organized meeting can continue to do business until adjournment notwithstanding the withdrawal of enough Members to leave less than a quorum.


  1. Adjournment for Lack of Quorum: If a meeting cannot be organized because a quorum has not attended, those present may, except as provided in the Act, adjourn the meeting to such time and place as they may determine.


  1. Adjournments: Any regular or special meeting may be adjourned for such period as the Members present and entitled to vote shall direct.

  

Section 4. Voting


Only members of the Board of Directors shall be entitled to vote at any meetings of GJB (except at the Annual Meeting when the Regular Members will vote to elect the Board of Directors, with such vote to be decided by a simple majority vote). Unless otherwise stated, herein, a simple majority shall be enough to pass a motion.

Article 5. Board of Directors


Section 1. Board and Number


The Board of Directors shall be composed of the Executive Board Members, all League Directors, the Equipment Director, the Field/ Facilities Director, the Concession Director, the Sponsorship Director, the Fundraising Coordinator, the Umpire in Chief, and the Safety/ Training Officer. The Executive Board shall include the President, Vice President, Secretary, Treasurer and Player Agent. The President shall serve as Chairman of the Board of Directors.


The number of Board Members may be increased or decreased at any regular or special meeting of the Board of Directors. If the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent general meeting. All elections of additional Directors shall be by majority vote of all members present, whether in person or by proxy. 


Section 2. Term


The members of the Board of Directors shall serve for one (1) year or until their successors are elected or appointed, or until their death or resignation. The remaining Directors shall appoint vacancies occurring between annual meetings. Such new appointees shall hold office until their successors are chosen according to the procedure set out in these by-laws.


Section 3. Resignation and Removal 


A Director may resign at any time by written notice to the President and may be removed by two-thirds majority vote of the Board. Written notice of such removal must be given to Board Members (including the member involved) seven (7) days prior to such meeting and the member involved shall be given the opportunity to be heard by the Board of Directors.

Article 6. Powers and Duties of the Directors


All the powers of the corporation shall be vested in the Board of Directors, who shall control the property and affairs of the corporation, with all the powers which the corporation itself possesses not incompatible with the provision of the bylaws, the policies of any affiliated leagues, and the laws of the state of New Hampshire.

  

The Board of Directors shall have the care and custody of the property of this corporation. They may authorize the making of contracts, deeds, leases and other instruments on behalf and for the purposes of the corporation. They may purchase and acquire by deed, lease or otherwise of the corporation, any property, real and personal, which, in their opinion, may be deemed expedient and may dispose of the same at pleasure. They shall promulgate, from time to time, player selection system rules, leagues rules and playing rules, which rules shall govern the baseball programs established in the furtherance of the purpose of this corporation and shall not be incompatible in any manner whatsoever with the policies and rules of any affiliated leagues. They shall have access to the books, vouchers, and funds of the Treasurer and to the records of the Secretary.


Each director shall have the right to demand in writing that the Secretary shall call a meeting of the Board of Directors, and in case the Secretary shall neglect or refuse to do so, any Director may call a meeting of the Board of Directors by giving a written notice thereof via email or signed by him or her and mailed to each Director at their last known place of residence at least forty-eight (48) hours previous to the time of such meeting.

Article 7. Executive Board


Section 1. Duties and Powers


The Executive Board shall have the duties and powers as provided elsewhere herein and shall have such other duties and powers as may be delegated to it by the Board of Directors.


Section 2. Voting


At a meeting of the Executive Board, 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 present shall be the act of the Executive Board.


Section 3. President 


The President shall be elected at the annual meeting of the corporation. He/ she shall hold office for one (1) year and until a successor is elected, or until his/ her death or resignation. He/ she shall, when present, preside at all meetings of the Boards of Directors and at the annual meeting of the corporation. He/ she shall sign such instruments as the Directors shall authorize and shall exercise a general supervisory function over the committees and affairs of the corporation. He/ she shall see that the rules, policies, and principles of any affiliated leagues are observed. He/she shall appoint all committees unless otherwise directed by the Board of Directors. He/ she shall be an ex-officio member of all committees. He/ she shall be a member of the Executive Board of Directors. 


Section 4. Vice President


The Vice President shall be elected at the annual meeting of the corporation. He/ she shall hold office for one (1) year and until a successor is elected, or until his/ her death or resignation. He/ she shall, in the absence of the President, preside at all meetings of the Board of Directors and at the annual meeting of the members of this corporation. He/ she shall be an ex-officio member of all committees and shall carry out such duties and assignments as may be delegated by the President. He/ she shall be a member of the Executive Board of Directors.


Section 5. Secretary


The Secretary Director shall be elected at the annual meeting of the corporation. He/ she shall hold office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Secretary shall serve as contact person with any affiliated leagues and shall take minutes of all meetings and handle all correspondence relating to this corporation. He/ she shall record the minutes of the meetings of active members of the Board of Directors and shall act as custodian of all the records, except financial, of the corporation. He/ she shall send notices for meetings of the Board of Directors. He/ she shall be responsible for the preparation of any and all records required by state or federal law. He/ she shall be a member of the Executive Board of Directors.


Section 6. Treasurer


The Treasurer shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. He/ she shall receive and keep account of all moneys of the corporation and disburse money in accordance with the direction of the Board of Directors. He/ she shall keep the financial records, prepare budgets and assume the responsibility for all the corporation finances. He/ she shall be a member of the Executive Board of Directors. 


Section 7. Player Agent


The Player Agent shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Player Agent is responsible for the assignment of players to teams, maintenance of the league player rosters, and the final authority regarding player replacement. He/ she shall be a member of the Executive Board of Directors.

Article 8. League Directors and Team Managers


Section 1. League Directors


League Directors shall be elected at the annual meeting of the corporation. League Directors shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. They shall be in charge of the day-to-day operation of their respective leagues. He/ she shall be responsible to, and subject to the direction of, the Board of Directors. He/ she shall be a member of the Board of Directors.

  

Section 2: Team Managers


Team Manager candidates for each of the teams established under the baseball programs of this corporation shall be brought forward annually by the respective League Directors. Candidates may be identified from, although shall not be limited too, individuals who express an interest in managing through the registration form/ process. The Board of Directors will annually form a Team Manager selection sub-committee, to consider all individuals expressing an interest in managing in the Major and Minor Leagues, and said sub-committee will make a recommendation to the Board of Directors for Team Managers for the upcoming regular season. Team Managers shall be appointed annually by the President upon approval of the Board of Directors. Team Managers shall be responsible for the actions of their team on the field.

  

Team Managers shall appoint coaches for their respective teams. Candidates may be identified from, although shall not be limited too, individuals who express an interest in coaching through the player registration form /process. All coaches need to be approved by the board.

  

Team Managers in the Major and Minor Division will be responsible for the selection of their teams through a player evaluation and draft process, with said draft process to be sanctioned by Little League Baseball, Inc. Team Managers in the Farm, T Ball, and Challenger Divisions will be provided with a roster of players from the respective League Directors.

  

Team Managers in all divisions are required to attend, or arrange for a coach from their respective teams to attend, a mandatory annual Safety Clinic. The Board of Directors will hold Team Managers solely responsible for their team’s representation at the annual Safety Clinic, and will take action, up to and possibly including replacing the Team Manager, against any team that is not represented at the clinic.    

Article 9. Equipment Director


The Equipment Director shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/her death or resignation. The Equipment Director shall secure bids on needed supplies and equipment and make recommendations for their purchase to the Board. The Equipment Director 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.

  

The Equipment Director shall also participate in a pre-season annual inspection of the League’s safety equipment for the purpose of determining needs for the coming season. This inspection shall be accomplished in conjunction with the Umpire-in-Chief and the Safety/ Training Officer.

Article 10. Field and Facilities Director


The Field and Facilities Director shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Field and Facilities Director shall have the primary responsibility for field maintenance and associated supplies. He/ she shall also schedule field work days as needed. The Field and Facilities Director shall operate within the amount appropriated in the approved budget for that purpose. He/ she shall be responsible for the overall upkeep and maintenance of all buildings and property such as the concession stand, dugouts, and press box. He/ she shall submit to the Board in writing any major upgrades to facilities, including cost estimates, plans, and timeline of projects.

Article 11. Umpire-in-Chief


The Umpire-in-Chief shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Umpire-in-Chief shall provide an adequately trained umpiring crew for the league as well as arrange the Umpires schedules. He/ she shall arrange payment to the Umpires and arrange to have suitable equipment available for the Umpires. 

  

The Umpire-in Chief shall also participate in a pre-season annual inspection of the League’s safety equipment for the purpose of determining needs for the coming season. This inspection shall be accomplished in conjunction with the Equipment Director and the Safety/ Training Officer.

Article 12. Safety/ Training Officer


The Safety/ Training Officer shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Safety/ Training Officer shall enforce and maintain the League Safety Code consistent with the Williamsport Official Regulations and Playing Rules, assure that fully equipped first aid kits are provided to all League Team Managers at the beginning of the playing season, and that adequate replacement supplies are readily available throughout the entire season. He/ she shall provide official emergency information forms to team managers. He /she shall also handle all accident claims promptly and maintain all records pertaining to all injuries and to include any claims for liability.

  

The Safety/ Training Officer shall also participate in a pre-season annual inspection of the League’s safety equipment for the purpose of determining needs for the coming season. This inspection shall be accomplished in conjunction with the Equipment Director and the Umpire-in-Chief. 

  

The Safety/ Training Officer shall represent all coaches/ managers in the league. He/ she shall order and distribute training materials to players, coaches, and managers. The Safety/ Training Officer shall train volunteer scorekeepers on how to keep the scorebooks as well as recording pitch count.

  

He/ she shall also be responsible to periodically review the playing conditions of the fields.

Article 13. Sponsorship Director


The Sponsorship Director shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Sponsorship Director shall be responsible for securing all team sponsorships. All sponsorship collections shall be forwarded to Treasurer for deposit.

Article 14. Fundraising Director


The Fundraising Director shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Fundraising Director shall organize and conduct the player fundraisers for the year. He/ she shall coordinate with the teams to collect all fundraising money. He/ she shall also organize team photos.

Article 15. Concessions Director


The Concessions Director shall be elected at the annual meeting of the corporation. He/ she shall hold the office for one (1) year and until a successor is elected, or until his/ her death or resignation. The Concessions Director shall manage the concession stand and all workers. He/ she shall be responsible for maintaining the concession stand and meeting all health department regulations. The Concessions Director shall be responsible for ordering and purchasing food and other items used. All concessions collections shall be forwarded to Treasurer for deposit.

Article 16. Other Special Assignments


The Board of Directors shall annually make such further appointments as are required by the rules and policies of any affiliated leagues.

Article 17. Committees and Advisory Boards


Section 1. Organization


The Board of Directors may designate standing or special committees which shall have and exercise such authority in the management of the Corporation’s affairs as may be determined from time to time by a resolution of the Board. The Executive Board shall determine committee membership through appointment or on a volunteer basis.

  

Section 2. Term


Each member of a standing committee shall continue as such until the next annual meeting of the Board of Directors and until his/ her successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Each member of a special committee shall serve for the duration of the existence of such committee unless removed by the District Administrator or the Board of Directors.


 Section 3. Chairperson


One member of each committee shall be appointed chairperson by the President.

Article 18. Affiliation


Section 1. Charter


GJB shall annually apply for a charter from Little League Baseball, Inc., and shall do all things necessary to obtain and maintain such charter. GJB 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 Regulations and Playing Rules as published by Little League Baseball, Inc., Williamsport, PA, shall be binding on GJB.

  

Section 3. Local League Rules


The local rules of GJB shall be at the discretion of the Board of Directors, but shall in no way conflict with the Rules and Regulations of Little League Baseball, Inc.

Article 19. Financial and Accounting


Section 1. 


The Board of Directors shall decide all matters pertaining to the finances of GJB 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 individual or team.

  

Section 2. 


The Board of Directors shall not permit the contribution of funds or property to individual teams but shall solicit same for the common treasury of GJB, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of GJB.

  

Section 3. 


The Board of Directors shall not permit the solicitation of funds in the name of Little League Baseball, Inc. unless all of the funds so raised be placed in the GJB treasury.

  

Section 4.


The Board shall not permit the disbursement of GJB funds for other than the conduct of Little League activities in accordance with the rules and policies of Little League Baseball, Inc.

  

Section 5. 


No Director or member of GJB shall receive directly or indirectly any salary, compensation, loan or emolument from GJB for services rendered as director or member.

  

Section 6.


All moneys received including auxiliary funds, shall be deposited to the credit of GJB in a bank account approved by the Board and all disbursement shall be made by check. All checks shall be signed by the Treasurer or President, or other such person or persons as the Board of Directors shall determine.


Section 7. Fiscal Year


The fiscal year of GJB shall end on the 30th day of September in each year. 

  

Section 8. Budget


The annual budget of GJB shall be prepared by the Treasurer and submitted to the Executive Board for consideration and approval at least thirty (30) days prior to the commencement of the corporation’s baseball programs.

  

Section 9. Auditor


The Board of Directors may appoint an auditor who shall be a certified public accountant or a firm of certified public accountants. The auditor shall have access to all books, papers, records and computer files as required. The auditor shall furnish the Board of Directors with such reports concerning the affairs of the Corporation as may be required. These reports shall be made accessible to the Members of the Corporation.   

Article 20. Limitations of Personal Liability of Directors: Indemnification of Directors, Officers, and Other Authorized Representatives


Section 1. Limitation of Personal Liability of Directors


A Director of GJB shall not be personally liable for monetary damages as such for any action taken, or any failure to take any action, unless:


        A.  The Director has breached or failed to perform the duties of his or her office; and


B.  The breach or failure to perform constitutes self-dealing, willful misconduct or reckless behavior


The provisions of this Section shall not apply to (a) the responsibility or liability of a Director pursuant to any criminal statute; or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law.


Section 2. Indemnification 


The Corporation shall indemnify any natural person from liability arising by reason of his or her service as a Director, except as stated in Article 13, Section 1. The Corporation shall have the power to purchase and maintain insurance on behalf of each person who is a Director, Officer, or agent of the Corporation against any liability asserted against such person and incurred by such person in such capacity.

Article 21. Conflict of Interest


Any possible conflict of interest on the part of any member of the corporation shall be disclosed in writing to the Board and made a matter of record at the time of election, and also when the interest involves a specific issue before the Board. Where the transaction involving a board member, trustee or officer exceeds $5,000.00 but is less than $5,000.00 in a fiscal year, a two-thirds vote of the disinterested directors is required. Where the transaction involved exceeds $5,000.00 in a fiscal year, then a two-thirds vote of the disinterested directors and publication in the local newspaper is required. The minutes of the meeting shall reflect that the disclosure was made, the abstention from voting, and the actual vote itself. Every new member of the Board will be advised of this policy through issuance of a copy of the by-laws.  The Board will comply with all requirements of New Hampshire law in this area and the New Hampshire requirements are incorporated into and made part of this policy statement.

Article 22. Amendments


The by-laws may be amended, altered, or replaced at any legal meeting of the Board of Directors by a two-thirds vote of the Board of Directors present, provided notice of the proposed amendment is given in the call for such meeting. 

Article 23. Distribution of Property Under Dissolution


The provisions for disposition of the corporate assets of the charity in the event of dissolution of GJB are: Upon dissolution of the corporation, and after all outstanding debts and claims have been satisfied, assets shall be distributed to an organization within the Town of Goffstown which provides a similar service to the youth of the community, within the meaning of Section 501(c)(3) of the Internal Revenue Service Code, or corresponding section of any future federal tax code, or shall be distributed to the Town of Goffstown for a public purpose in service to the youth of the community.


Revised, reviewed, and adopted by the board on Thursday November 18th, 2021.


Contact

Goffstown Junior Baseball
League ID# 2290107, PO Box 43
Goffstown, New Hampshire 03045

Email: [email protected]

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