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Constitution - Jan. 2018
CONSTITUTION
CLEAR SPRING LITTLE LEAGUE, LEAGUE # 2200114
P.O. BOX 235
CLEAR SPRING, MD 21722
ARTICLE I – NAME
This organization shall be known as the Clear Spring Little League (CSLL). For the purpose of this constitution the term "league” shall mean Clear Spring Little League. The term “little league” shall mean Little League Inc. of Williamsport, Pennsylvania.
ARTICLE II – OBJECTIVE
SECTION 1
The objective of this league 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 league will provide a supervised program under the Rules and Regulations of Little League. All directors, Officers, coaches, volunteers and members shall bear in mind that the attainment of exceptional athletic skills or of the winning of games is secondary, and the molding of future citizens is of prime importance. In accordance with section 501-(c)-(3) of the Federal Internal Revenue Code, the league shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball/softball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual. No part of the activities of the League shall include promoting propaganda, attempting to influence legislation, or participate in or intervene in any political campaign on behalf of any candidate for public office.
SECTION 3
It is the intent of the League to comply with this constitution and with the Little League Rules and Regulations to the fullest extent possible. Any deviations must be approved by a majority vote of the Board of Directors. The League shall be self-governing, and this constitution shall be the foundation for directing the affairs of the League and the board of directors shall be the primary decision making body. Only when determined by a majority vote of the board of directors in exceptional circumstances will the board of directors use external sources for assistance in resolving disputes regarding League affairs.
ARTICLE III– BOARD OF DIRECTORS
SECTION 1
The League shall be governed by a Board of Directors elected in accordance with Little League rules. The Board of Directors is authorized to establish policies and procedures for administering the affairs of the League in accordance with this constitution.
SECTION 2
The number of Directors shall be not less than five (5) nor more than fifteen (15). 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. The officers of the Board of Directors for the League shall include: President, Vice President of each age division, Secretary, Treasurer, and Player Agent. It is also recommended that that the following offices be filled: Safety Officer, Umpire in Chief, Equipment Manager, League Information Officer, Coaching Coordinator, Concessions, Field Maintenance, Fundraising, Schedule Coordinator, and Sponsorship. The duties and powers of these positions will be described in the article entitled “Duties and Powers of the Board”.
SECTION 3
Vacancies: If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose.
SECTION 4
Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board, but at least as frequently as every other month. Only members of the Board of Directors may make motions and vote at meetings of the Board of Directors. No proxy voting will be permitted. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during Board meetings. The members of the Board of Directors may vote on matters electronically, so long as sufficient electronic notice of the matter is provided and a majority of the current board members affirmatively pass the measure.
SECTION 5
The Board of Directors shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate. The Board may adopt such Rules and Regulations for the conduct of its meetings and the management of the League as it may deem proper, provided such rules and regulations do not conflict with this constitution. The Board shall have the power by a majority vote of those present at any regular Board or Special Board meeting to discipline, suspend or remove any Director or Officer or Committee member of the League, provided notice of the consideration of the issue having been provided to the members of the Board at least ten (10) days prior to any such vote.
SECTION 6
Robert’s Rules of Order shall govern the proceedings of all Board of Directors meetings, except where it conflicts with the BYLAWS of the League.
ARTICLE IV – DUTIES AND POWERS OF THE BOARD
SECTION 1 – PRESIDENT
The President shall:
1. Conduct the affairs of the Local League and execute the policies established by the Board of Directors.
2. Present a report of the condition of the Local League at the annual meeting.
3. Approve the agenda for and conduct all meetings of the Board after providing adequate notice thereof.
4. Communicate to the Board of Directors, such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the Local League.
5. Be responsible for the conduct of the Local League in strict conformity to the policies, principles, Rules and Regulations of Little League Baseball, Incorporated, as agreed to under the conditions of charter issued the Local League by that organization.
6. Designate in writing, other officers if necessary, to have power to make and execute for/and in the name of the Local League such contracts and leases they may have received and which had prior approval of the Board.
7. Investigate complaints, irregularities and conditions detrimental to the Local League and report thereon to the board or executive committee as circumstances warrant.
8. With the assistance of the Treasurer, prepare and submit an annual budget to the Board of Directors and be responsible for the execution thereof.
9. With the assistance of the Player Agent, examine the application and support proof-of-age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
10. With the assistance of the Safety Officer, annually file the necessary paper work to the Washington County Gaming Commission and Leonard P. Snyder Fund to obtain funding for CSLL improvements.
SECTION 2 - VICE PRESIDENT(S)
The Vice President(s) shall:
1. In case of the absence or disability of the President, and provided he is authorized by the President or Board to 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 from time to time may be assigned by the Board of Directors or by the President.
2. Shall be responsible for accountability of all keys and provide an inventory to the board annually.
3. Shall ensure the list of personnel authorized to make keys is updated annually.
SECTION 3 – SECRETARY
The Secretary shall:
1. Be responsible for recording the activities of the Local League and maintain appropriate files, mailing lists and necessary records.
2. 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 Board of Directors.
3. Maintain a list of all Regular, Sustaining and Honorary Members, Directors and committee members and give notice of all meetings of the Local League, the Board of Directors and Committees.
4. Keep the minutes of the meetings of the Members, the Board of Directors and the Steering Committee, and cause them to be recorded in a book kept for that purpose.
5. 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.
6. Notify Members, Directors, Officers and committee members of their election or appointment.
SECTION 4 – TREASURER
The Treasurer shall:
1. Perform such duties as herein specifically set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Board of Directors.
2. Establish policies to receive monies and securities, and deposit same in a depository approved by the Board of Directors.
3. Keep records for the receipt and disbursement of all monies and securities of the Local League, approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the Board of Directors.
4. Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the annual meeting.
5. Submit yearly IRS Tax returns for the fiscal period of 1 Oct - 30 Sep.
6. Shall submit the CSLL Personal Property Form 1 return to the state of Maryland no later than 30 March each year.
7. Provide a monthly treasurer report showing all deposits, expenses and current balance.
SECTION 5 - PLAYER AGENT
The Player Agent shall serve a two (2) year term and shall:
1. Record all player transactions and maintain an accurate and up-to-date record thereof.
2. Receive and review applications for player candidates and assist the President in checking residence and age eligibility.
3. Conduct the player drafts for regular reason, all-stars and all other player transaction or selection meetings.
4. Prepare the Player Agent's list.
5. Prepare for the President's signature and submission to Little League Headquarters, team rosters, including players claimed, and the tournament team eligibility affidavit.
6. Notify Little League Headquarters of any subsequent player replacement or trades.
SECTION 6 - SAFETY OFFICER
The Safety Officer shall:
1. Be responsible for the implementation of the A.S.A.P. (A Safety Awareness Program) at the local league level.
2. Be responsible to make all members aware of all safety procedures found in the Little League Safety Code.
3. Annually, with the President, prior to the start of the season, audit the field lighting system(s) to insure it meets Little League minimum standards, The lighting audit to be performed by a qualified technician.
4. Frequently inspect all playing areas for holes, damage, glass and other foreign objects.
5. Make certain all fences, screens and dugouts are in safe condition.
6. Periodically inspect the stands or bleachers,
7. Have arrangements in place in advance of all games and practices for emergency medical services.
8. Arrange first aid training and CPR for all managers and coaches.
9. Arrange with the President annually to file necessary paper work to the Washington County Gaming Commission and Leonard P. Snyder Fund for any opportunities to create a safer working environment.
10. Handle all accident claims promptly and maintain all records pertaining to all injuries and to include any claims for liability.
SECTION 7 – UMPIRE IN CHIEF
The umpire in chief shall:
1. Schedule umpires for all League games.
2. Notify Player Agent of any and all cancelled games within 24 hours of cancellation.
3. Organize and supervise umpire clinics prior to the start of the season.
4. Notify umpires of a cancellation in a timely fashion
5. Notify umpires of meeting they should attend.
6. Perform other duties as delegated by the President.
SECTION 8 – EQUIPMENT MANAGER
1. Assign all equipment at the beginning of each season to each team.
2. Be responsible for soliciting at least two bids for new equipment. Present these bids to the Board of Directors for their review and approval unless otherwise voted by the Board.
3. Be responsible for the replacement of equipment as deemed necessary.
4. Submit an inventory in writing at the annual meeting.
5. Be responsible for obtaining, evaluating and replacing first aid equipment.
SECTION 9 - LEAGUE INFORMATION OFFICER
The League Information Officer shall:
1. Manage the league's official home page at www.ClearSpringLL.com
2. Manage the leagues email distribution list at www.gmail.com.
3. Ensure processes are in place to collect and distribute important information on League activities.
Manage the league’s official home page and ensure that league news and scores are updated on a regular basis. Collect, post and distribute important information on League activities including direct dissemination of fund-raising and sponsor activities to Little League International, district, public, league members and media. Serve as primary contact person for Little League and active.com regarding optimizing use of the Internet for league administration and for distributing information to league members and to Little League International.
4. SECTION 10 - COACHING COORDINATOR
The Coaching Coordinator shall:
1. Recruit managers and coaches as necessary.
2. Represents coaches/managers in the league.
3. Presents a coach/manager training budget to the board.
4. Gains the support and funds necessary to implement a league-wide training program.
5. Orders and distributes training materials to players, coaches and managers.
6. Coordinates mini-clinics as necessary.
7. Serves as the contact person for its managers/coach education program for the league.
8. During the playing season, observes the conduct of the managers and coaches and report its findings to the Board of Directors.
9. At the request of the VP investigate complaints concerning Managers and coaches and make a report thereof to the VP with a recommendation to be presented to the board of Directors by the VP and Coaching Coordinator.
10. Notify all Managers and Coaches of required meetings.
SECTION 11- FIELD MAINTENANCE
1. Prepare fields prior to season and ensure no safety issues
2. Ensure field preparation equipment and materials are at each field/equipment shed on weekly basis
3. Ensure backstops, fences and dugouts are in good condition
4. Keep grass maintained at an acceptable height
SECTION 12- CONCESSION
1. Maintain the operation of concession facilities
2. Organize the purchase of concession products
3. Responsible for the management of the concession sales at league events
4. Organizes, tallies, and keeps records of concession sales and purchases.
SECTION 13- SPONSORSHIPS
1. Solicit and secure local sponsorships to support league operations
2. Collects and reviews sponsorship opportunities
3. Maintains records of monies secured through sponsorship initiatives
SECTION 14- FUNDRAISING
1. Collects and reviews fundraising opportunities
2. Organizes and implements approved league fundraising activities
3. Coordinates participation in fundraising activities
4. Maintains records of monies secured through fundraising opportunities
SECTION 15- SCHEDULE COORDINATOR
1. Responsible for creating game schedules for all divisions of Clear Spring Little League; which includes major, minor, rookie, and tee ball
2. Updates gaming schedules as needed due to inclement weather and will communicate with coaching staff of necessary changes
3. Prior to the start of the regular season will be responsible for creating and designating team practices for all divisions.
a. Will maintain weekly sign-ups for available fields after the start of the season
4. Submits “Application For Use of Facilities”, with the Washington County Board of Education to utilize practice fields at the following local school:
a. Clear Spring Elementary School
ARTICLE V – STEERING COMMITTEE
SECTION 1
The President shall nominate and the Board of Directors will approve a Steering Committee which shall consist of not less than three (3) and no more than Seven (7) Directors, one of whom shall be the President of the Local League as a mandatory member. Recommended members of Steering committee are as follows: President, Secretary, Treasurer, Player Agent, Field Committee Chair, Competition Committee Chair Ways and Means Committee Chair The Amount should always be an odd # to ensure a tie breaker.
The Steering Committee shall be responsible for approving all purchases and expenses over five hundred dollars ($500) excluding Concession Stand purchases, Little League International expenses, Equipment purchases unless one item is over $250 Fundraising expenses that will result in a profit (For Example: Paint Night, Bonanza, Bingo, Tournament type expenses, etc.).
In addition if necessary the Steering Committee will serve as Financial Oversight of the League, however this may be delegated in part to the Ways and Means Committee.
SECTION 2
The Steering Committee shall advise with and assist the Officers and established committees of the Local League in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board, but in no event will the Steering Committee have authority over the Complete Board of Directors. The intention is for “Checks and Balances” that the committees are acting in the most appropriate manner of the league.
SECTION 3
At any meeting of the Steering Committee, a majority of the total number of committee members at that time in office shall constitute a quorum for the transaction / decision related to the business need, and the act of a majority present at any meeting at which there is a quorum shall be official business of the Committee. The Steering Committee may conduct business on behalf of the local league.
ARTICLE VI - OTHER COMMITTEES
SECTION I: Committees:
The President shall be responsible to appoint committees that he/she or other board members feel are necessary outside of standard; the appointed committees must be approved by the Board of Directors and will be given the duties and responsibilities by the Board at the time of approval. The Committee will begin service the following day after approval, and continue until a decision to either close, consolidate or modify is determined. Each of the Committee’s is responsible for maintaining appropriate documentation of their decisions/meetings.
The “full time” Committees of CSLL will be Ways and Means, Competition and Fields Committees. There will occasionally arise the need for supplemental or “Temporary” committees such as Nominee, Protest, and Disciplinary Committee with these being formed under the direction of the President and other Steering committee members.
SECTION 2: Ways and Means Committee
The president will appoint a member of the Steering Committee optimally the Treasurer or Sponsorship Chair to be the chairperson of this committee of at least 3 individuals. This committee is responsible for the oversight of league wide revenue(s). Participating Board members should include but not limited to the following: Sponsorship, Fundraising and concessions. This committee is critical to league success and growth due to the expenses required for a sustainable league. Fundraising and consequential planning is a year round endeavor and requires a dedicated focus that only a strong well-coordinated committee can deliver.
Additionally any other general member in good standing with the league who would be willing to contribute/volunteer are strongly encouraged, these individuals will require board approval due to the sensitive financial nature of these roles.
SECTION 3: Competition Committee
The President will appoint the following individuals to a committee: VP of each division, Umpire in Chief, Scheduling and Safety officer if one is appointed. This committee’s focus is to ensure decisions are made on player safety, competitive balance, rule usage/interpretation for each division, and overall player development plan starting at T-Ball and ending with our oldest division team(s) Chartered Squads.
The Chairman of the Committee shall preferably be the Major League Vice President and be responsible for the proper conduct of the complete system.
SECTION 4: Fields Committee
The President will appoint the following individuals to a committee: Field Maintenance officer, VP of each division, and Safety officer if one is appointed. This committee’s focus is to ensure decisions are made on player/fan Field safety as it pertains Little Leagues ASAP Plan, Maintenance of the playing fields, Planning of the scheduled work days, maintain field equipment, recommend improvements in equipment/playing surface of areas to be maintained by CSLL. Overall the goal is to provide to the CSLL youth the best possible playing surface experience at our facility.
ARTICLE VII-SUPPLEMENTAL COMMITTEES
SECTION 5: Nominating Committee:
The President shall appoint a nominating committee consisting of at least three officers or members in good standing at the May meeting. It shall be the duty of the nominating committee to present a slate of nominees for the next years Steering Committee / other Board Vacancies at the meeting preceding the general election. The committee shall present the consent in writing of their nominees to the President before presenting them for consideration to the Board of Directors. Any other members not included in this committee may make nominations, prior/during the election meeting with the consent of the nominee (in writing if not in attendance) or in advance.
When more than the total numbers of Board member vacancies are nominated there will be a vote by secret ballot. The top vote getters equaling the total Board positions will be the new Board of Directors, providing they received 51% or more of the votes. If the number of nominees is less than the total, a secret ballot will still be issued and each potential Board member must attain 51% of the vote.
SECTION 6: Disciplinary Committee:
The league shall form a committee of 3 members to oversee disciplinary problems of adult members and youth participants, parents, fans or anyone negatively impacting Clear Spring Little League and violating the established Code of Conduct. Any member is permitted to request the Disciplinary Committee to investigate misconduct of adults.
A Board member, on evidence of misconduct by any youth will notify the manager of the team of which the youth is a member and the Vice President of the respective league. The Vice President may choose to issue written reprimand to the youth, or have the manager and player appear before a Disciplinary Committee. The player's parent(s) or legal guardian(s) should also be present. The Disciplinary Committee shall recommend what further action, if any to the Board of Directors. A majority vote by the Board of Directors is needed by those present at any duly constituted Board meeting or Special Board meeting to carry a suspension or other action. It will take 2/3rds of the present Board members to terminate the member (quorum is required in all cases). It should be noted that the Board is highly encouraged to take the Disciplinary Committee's recommendation(s).
The President may temporarily suspend the person(s) who has been ordered to appear in front of the Disciplinary Committee pending the outcome of the investigation. The request shall be in writing to the President or Secretary, electronically or in the form of a letter. The President may substitute a member(s) of the Disciplinary Committee if he/she feels there is a conflict of interest or if a Disciplinary Member is not available to serve for any reason. The President must choose a current member of the Board of Directors to substitute. Those accused of the misconduct will be notified orally, in writing, electronically or via letter by the President or Vice President of the respective division and given an opportunity to meet with the Disciplinary Committee and discuss the issue within five days of the initial request.
The Disciplinary Committee will then take their recommendation to the Board of Directors for approval. A majority of Board approval will be necessary for anything other than termination of participation. Two-thirds will be necessary for termination of participation. The Board cannot take any disciplinary action without the recommendation of the Disciplinary Committee.
SECTION 7: Protest Committee
The Protest Committee must consist of at least the following: Vice Presidents of all leagues, Chief of umpires and Safety Officer if player safety is questioned. There must be a minimum of 3 individuals present to review the item(s) under protest. Other board members may substitute/replace one of the members mentioned previously if there is a conflict of interest or availability concern. Protests must be resolved with the integrity of the game and interpretation of the rules as established locally by the league or through Little League International.
2018 Primary Committees Breakdown:
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ARTICLE VIII- GENERAL MEMBERSHIP
General members shall be defined as any manager, coach, volunteer (umpire, concession worker, field maintenance, sponsor) or parent/guardian that is in good standing within league and community. General members in good standing shall not be absent from two meetings without notifying the secretary. Failure to attend meetings without notifying the secretary shall be considered unexcused, therefore, rendering the member not in good standing with the league. Members, whose actions, do not meet the Clear Spring Little League objective outlined in this document, shall be considered not in good standing within the community.
ARTICLE IX–GENERAL MEMBERSHIP MEETINGS
Section I- Notice of General Meeting
Notice of each general membership meeting shall be delivered personally, electronically, or by mail to each member at last recorded address at least seven days in advance of the meeting, setting forth the place, time, and purpose of the meeting.
Section II- Quorum
At any general membership, or board of directors meeting, the presence or representation by absentee ballot of one-half (50%) of the members shall be necessary to constitute a quorum. If a quorum is not present, no business shall be conducted.
ARTICLE X - DUTIES OF MANAGERS
Managers shall conduct themselves as to be influential in the fulfillment of the objective of the league, as set forth in the BYLAWS of the league.
Any manager may be dismissed for malfeasance of duty in coaching his/her team; for appearing with the odor of alcoholic beverages on his/her breath, and for ungentlemanly conduct which in the opinion of a majority of the Board of Directors is serious enough to warrant such drastic actions.
Each manager shall appoint an assistant coach. Who will assume the managers duties upon his/her absence from games, practices and meetings.
Any assistant coach may be dismissed under same conditions that govern the managers, as stated above.
ARTICLE XI - PLAYER ELIGIBILITY
1. Players must live within the physical boundaries described for Clear Spring Little League or enrolled at a school within the boundaries of Clear Spring Little League and must have parental consent. A player can try-out and be drafted in two separate leagues. Once the player is drafted, then they could select which league they would rather play. If the player chooses to play in a league other than Clear Spring Little League, the registration fee will not be refunded.
2. All Players must register and tryout. All youths trying out for teams must register by the time of tryouts, giving their name, age and grade in school they are now attending.
3. Notification of tryouts will be placed in school and news media.
4. All youths must make at least one tryout in their respective division.
5. If youth does not tryout, that youth will not be allowed to play in any division that year.
6. A player shall be exempt from tryouts if said player has a medical excuse, bereavement, or if the board of directors deem player eligible to participate because of extenuating circumstances.
7. Registration will be closed on the final night of tryouts, for Minor league and Major league. Deadline for Jr. Sr. & Intermediate will be determined at the March league meeting.
8. A player selected to an All-Star team shall have three (3) days from selection to accept or decline membership on the team.
9. Any player whose parent doesn’t work their assigned concession stand time will not be eligible for all-stars. The team moms are responsible for reporting to the player agent so the players name can be removed from the ballot.
ARTICLE XII - CLASSIFICATION OF LEAGUES
SECTION 1:
Players will be grouped by age. Any other exemptions would need to be initiated by the parents and approved by the Board of Directors.
1. T-ball is played using a tee (and may progress to coach pitch in the second half of the season). T-ball is league ages 4-6. The Tee-ball league is an extension of the local league and will utilize the pitched soft compression ball (by a coach) and a tee if necessary depending on age and skill level.
2. There will be a 7&8 League for league ages7&8.
3. Minor League is for any child league age 9&10
4. Major League is for any child league ages 11&12
5. Intermediate is for any child league age 12&13
6. Junior League is for any child league age 14&15
6. Senior League is for any child age 16&17
ARTICLE XIII - BOARD MEMBERSHIP ATTENDANCE
Any member missing 3 consecutive meetings without justification to the board may be dismissed by the board. The board will determine the dismissal of any board member.
ARTICLE XIV - FINANCIAL POLICY
The Board of Directors shall decide all matters pertaining to finances of the league, and it shall be permanent policy of the Board of Directors to direct expenditure of same in such a way as will give no individual team any advantage over the others, as to equipment, etc. Accounts are to be established at one of the local banks; and funds are to be withdrawn only upon the signature of the treasurer and the counter of the president. No capital expenditure of funds over one hundred dollars ($100.00) will be made without prior approval of the board of directors.
ARTICLE XV - ELECTIONS
Beginning July 1st of each year, nominations will be accepted from any member, in good standing, of the Clear Spring Little League, for persons named to be placed on the ballot for the Clear Spring Little League Board of Directors election to be held at the August general Clear Spring Little League General Membership meeting. Nominations for names to be placed on the Clear Spring Little League Board of Directors will be closed at the end of the July meeting of the Board of Directors. Election of the Clear Spring Little League Board of Directors will take place at the August general meeting called by the president. Election will be by secret ballot consisting of all persons nominated. All ballots will be counted by a committee established by the president. The secretary will be present during the counting of the ballots. The secretary will present the final count to the president for the announcement of the newly elected Clear Spring Little League Board of Directors to the members present for the general meeting vote. The new board of directors will attend the annual organizational meeting and elect officers for the coming fiscal year. The new Board of Directors will preside at the October Meeting.
ARTICLE XVI- VOTING ELIGIBILITY
In order to be eligible to vote for the Clear Spring Little League Board of Directors, each member must meet requirements established in the General Membership guidelines. Each member must also provide labor assistance at one extracurricular function for Clear Spring Little League, not to include the concession stand. The secretary will maintain the records of attendance at each of the meetings, as well as, maintain a log of persons laboring at the extracurricular functions. This article will supersede any and all requirements as to voting rights of each member.
