Cheshire Men's Softball

Cheshire Men’s Softball By-Laws

Article I: The name of the association is Cheshire Men’s Softball, herein called CMS, is unincorpated association created to qualify as a tax –exempt organization and shall be managed at all times in such a manner as to qualify the association for such an exemption.  

Article II: Purpose

The purpose of the CMS shall be to organize and supervise the playing of softball under specialized rules and regulations, to secure suitable and adequate financial backing for these purposes, and to own, lease or otherwise obtain the use of suitable playing facilities and equipment for these purposes.

To promote involvement in CMS programs and provide an opportunity for players to compete in sanctioned softball competitions;

To provide opportunities for social, emotional, educational and character development, and to encourage peer and family participation in team and community activities;

To promote the sport of softball to the community;

To give back to our community in the form of charitable contributions to registered charities

Article III: Membership

Any active players, active team or division sponsors, or active volunteer adult leaders shall be considered members of the CMS.  For purposes of this provision, “active” shall mean actual participation during the prior season.  Membership is restricted to those who are at least eighteen (18) years of age by the end of the calendar year and excludes anyone who may have been specifically banned from CMS by its Board of Directors.

 

CMS shall not discriminate based upon age, sex, gender, national origin, race or religion.

 

Article IV: Meeting of Members

 

There shall be an annual membership meeting in March of each year, the time and place shall be determined by the Board of Directors.  Notice of such meeting shall be made upon at least ten (10) calendar days notice, the manner of such notice to be determined by the Board of Directors in their sole discretion.  Such notice, subject to Board approval, may be in the form of direct mailing, or such public media such as newspaper, television, radio, Internet, phone, etc.

 

The Board of Directors may call special membership meetings from time-to-time with notice.

 

Only those persons who are members of the CMS (see “Membership” above) and personally present at a membership meeting shall be eligible to vote at that meeting; there shall be no proxy voting.  A majority of those present and eligible to vote at a membership meeting shall be required to conduct business, including the election of Board members.  There shall not be any quorum requirements for a membership meeting, either annual or special.
 

A Board member must introduce any items for the membership meeting agenda.

 

Article V: Board of Directors

 

The Board of Directors of CMS, hereinafter referred to as the “Board”, shall be drawn from existing members of the league and elected by the membership at the annual meeting for the terms and in the manner provided for as follows:

 

The Board shall consist of not less than one (1) nor more than ten (10) persons.  The term for each Board member elected at the annual meeting is one (1) year.  All members of the Board shall be eligible for reelection. 

 

The prior Board shall determine, immediately prior to the annual membership meeting, the total size of the Board for the following year.

 

A quorum for the conducting of all business, except as specifically otherwise set forth herein, shall be at least fifty-one percent (51%) of the Board.

 

The Board, in its discretion, may remove any Board member upon the affirmative vote of two-thirds of the Board sitting at the time such issue is brought before the Board for vote.  For purposes of removing a Board member, the quorum required to conduct such business shall be increased from fifty-one percent (51%) to sixty-six and two-thirds (66.66%).

 

The Board may fill any vacancies on the Board at any regular Board meeting by a majority vote thereof.

 

At its first meeting following the annual membership meeting, the Board shall elect its executive officers for that year.  These officers shall include the Commissioner, Vice-Commissioner for A division, Vice Commissioner for Modified Pitch divisions, Vice Commissioner for Slow Pitch, Secretary, Treasurer and Player Agent.  

 

The Board shall meet at least yearly or as often as needed to handle league business.  The time and place for such meetings shall be determined by the Commissioner and shall be made known to all members of the Board upon at least 1-day’s notice, oral, telephone, written, or internet  Any member may attend a Board meeting; however, membership participation shall be at the discretion of the Board.   Furthermore, the Board may convene in executive session to discuss or resolve such matters, which the Board, in its discretion, believes, should be handled confidentially.

Board members may carry written proxies for non-attending Board members for specific votes.

 

The Board shall have full authority and discretion to make all policy, set budgets, and implement the on-going business of CMS consistent with the bylaws.  Without limiting the generality of the foregoing, the Board shall have the power to:

 

• Purchase or otherwise acquire for the CMS any property, right or privilege which CMS is authorized to acquire, by the price of consideration and upon such terms as the Board may deem appropriate;

 

• Appoint, remove or suspend subordinate agents or volunteers and to determine their duties and fix their salaries, if any;

  

• Determine who shall be authorized on behalf of CMS to sign bills, notices, receipts, acceptances, endorsements, checks, releases, contracts, and any other instruments.  Without any further action by the Board, the Commissioner is so authorized.

 

• Delegate any of the powers of the Board to any agent of CMS with any powers as the Board may see fit to grant;

 

• Suspend, discharge, bar or otherwise discipline any member, manager, coach, player, parent, league official, umpire as well as other related people as needed without refund whose conduct is considered detrimental to the best interests of the CMS (see Disciplinary Guidelines below);

 

• Set registration fees;

 

• Generally do all such lawful acts and take actions as may be necessary and proper.

 

 

Artile VI: Officers

CMS shall have the following:

 

A.  The Commissioner shall:

 

• Preside at all meetings of the Board and CMS;

  

• Represent CMS at any meetings of other organizations, including the Town of Cheshire, CT;

 

• Be responsible for registering teams with Amateur Softball Association and Town of Cheshire Park and Recreation department.

 

• Perform such other duties as are normally associated with the Office of the Commissioner

 

B.  The Vice Commissioner of A division shall:

 

• Perform such duties as may be assigned by the President;

 

• Otherwise assist the President in the performance of his/her duties;

 

• Preside or represent CMS at any meetings in the absence of the President.

 

• Determine the number of teams for their division;

 

• Assign players to teams (if necessary)

 

• Write CMS rule amendments for their division;

 

• Hold meetings with coaches at appropriate times before and during the season;

 

• Distribute the following items to coaches at appropriate times: equipment, rosters, rule books, season schedules, pictures, trophies, and any forms or flyers as directed by the Board;

 

• Monitor games during the season;

 

• Be empowered to suspend any player, coach or parent for one (1) game for conduct considered by the coordinator to be detrimental to CMS, and recommend further disciplinary action to the Board if considered necessary (see Disciplinary Guidelines below);

 

 

C.  The Vice Commissioner of Modified divisions shall:

 

• Perform such duties as may be assigned by the President;

 

• Otherwise assist the President in the performance of his/her duties;

 

• Determine the number of teams for their division;

 

• Assign players to teams (if necessary)

 

• Write CMS rule amendments for their division;

 

• Hold meetings with coaches at appropriate times before and during the season;

 

• Distribute the following items to coaches at appropriate times: equipment, rosters, rule books, season schedules, pictures, trophies, and any forms or flyers as directed by the Board;

 

• Monitor games during the season;

 

• Be empowered to suspend any player, coach or parent for one (1) game for conduct considered by the coordinator to be detrimental to CMS, and recommend further disciplinary action to the Board if considered necessary (see Disciplinary Guidelines below);

 

D.  The Vice Commissioner of Slow pitch division shall:

 

• Perform such duties as may be assigned by the President;

 

• Otherwise assist the President in the performance of his/her duties;

 

• Determine the number of teams for their division;

 

• Assign players to teams (if necessary)

 

• Write CMS rule amendments for their division;

 

• Hold meetings with coaches at appropriate times before and during the season;

 

• Distribute the following items to coaches at appropriate times: equipment, rosters, rule books, season schedules, pictures, trophies, and any forms or flyers as directed by the Board;

 

• Monitor games during the season;

 

• Be empowered to suspend any player, coach or parent for one (1) game for conduct considered by the coordinator to be detrimental to CMS, and recommend further disciplinary action to the Board if considered necessary (see Disciplinary Guidelines below);

 

E. The Secretary shall:

 

• Have custody of the Articles, Bylaws, minutes and all other records of CMS, except financial records;

 

• Keep an accurate record of the meetings and other activities of CMS and the Board;

 

• Be responsible for all correspondence on behalf of CMS;

 

• Transmit all records and correspondence to any person elected to succeed him/her in that office. 

 

F.  The Treasurer shall:

 

• Receive and disburse all funds with the approval of the Board;

 

• Keep an accurate account of all funds received and disbursed for CMS;

 

• Submit a financial report at all regular meetings and at such other times as may be requested by the Commissioner;

 

• Compile an annual report of League finances;

  

G.  The Player Agent shall:

 

• Supervise the annual registration of all players and distribution of players among CMS teams;

  

• Represent any players in disputes with coaches or other CMS officials;

 

• Be accessible to players and parents to answer questions and provide information

 

ARTICLE VIII – NON-PROFIT ORGANIZATION

COMPENSATION – CMS shall, at all times, be operated on a non-profit basis for the mutual benefit of its members. No dividends or other interests in the assets of the CMS shall be paid by CMS to its members. No part of the earnings of the CMS shall inure to the benefit of, or be distributed to, its members, officers, directors, or any other private persons, except that CMS shall be authorized and empowered to pay reasonable compensation for services rendered and expenses incurred and to make payments and distributions in full furtherance of the purposes set forth herein.

ARTICLE IX – BY-LAWS, RULES OF ORDER, AND INDEMNIFICATION OF DIRECTORS

SECTION 1. BY-LAWS – These by-laws succeed any and all previous by-laws and amendments thereto, which are declared null and void.

SECTION 2. AMENDMENTS – These by-laws may be amended by a majority of the board members present in person at any regular or special meeting provided that the proposed amendment has been submitted to the board members not less than (10) days prior to the meeting. In order to be submitted to the membership, the proposed amendment shall have been approved by the board of directors.

SECTION 3. INTERPRETATION – Any question as to the proper interpretation of these bylaws shall be determined by the board of directors.

SECTION 4. RULES OF ORDER – Roberts Revised Rules of Order shall be the parliamentary guide for all meetings of members and the board of directors, but shall not take precedence over these by-laws.

SECTION 5. INDEMNIFICATION – The CMS shall indemnify and hold harmless any individuals against the expense of any action, suit or proceedings in which they are made a part by reason of being or having been a director, officer or duly authorized agent of the CMS, except in relation as to matters to which they shall be adjudged in such action, suit or proceedings to be liable for gross negligence or willful misconduct in the performance of their duties. This right shall extend to all such persons, their successors, heirs and legal representatives.

ARTICLE X – TERMINATION AND DISSOLUTION

CMS may be terminated and dissolved upon the affirmative vote of at least two-thirds (2/3) of all board members entitled to vote. In the event of such termination, the board of directors shall, after paying or making provision for the payment of all liabilities of CMS, disburse any remaining assets to a non-profit organization or organizations, including but not limited to the Town of Cheshire Park and Recreation department.  A majority of the Board of Directors shall determine these organizations.