These Bylaws are hereby established by the St. Louis Park Baseball Association through its Board of Directors. Any and all prior agreements, resolutions, practices, policies, rules or regulations relating to this organization, to the extent inconsistent with these Bylaws, are hereby superseded.
TABLE OF CONTENTS:
ARTICLE I NAME, STANDING AND MISSION STATEMENT
ARTICLE II PURPOSE, ELIGIBILITY AND SCOPE OF PLAY
ARTICLE III LOCATION
ARTICLE IV MEMBERSHIP
ARTICLE V MEETING OF MEMBERS
ARTICLE VI BOARD OF DIRECTORS
ARTICLE VII COMMITTEES
ARTICLE VIII FISCAL MANAGEMENT
ARTICLE IX AMENDMENT
ARTICLE I
Name of Organization. The name of this organization is St. Louis Park Baseball Association, d/b/a St. Louis Park Traveling Baseball Association, hereinafter described as SLPBA or SLP Traveling Baseball.
STANDING. SLPBA is and will at all times be a nonprofit, community service organization under the bylaws and policies of the SLPBA until such time SLPBA terminates, or in any way ceases to function as SLPBA.
MISSION STATEMENT: SLPBA exists to teach and promote the game of baseball in an environment that fosters competition and individual development, instills the importance of being part of a team, readies players for Legion and High School baseball, and enhances the enjoyment of youth baseball players in the St. Louis Park community consistent with the goals below.
ARTICLE II
PURPOSE, ELIGIBILITY AND SCOPE OF PLAY
SLP Traveling Baseball organizes baseball teams for baseball players living in St. Louis Park, MN or attending school in the St. Louis Park School District. Our goal is to create a comprehensive, community-based program to support the development of players across a wide range of participation levels. Our ultimate vision is to foster consistent teams at the youth level to support our High School and Legion teams.
The SLP Traveling Baseball program goals are to do the following:
TEAMS AND LEVELS
SLP Traveling Baseball teams play in the Metro Baseball league (www.mbl.bz).
The final number and level of traveling teams (i.e., AAA, AA, A) offered will be decided by the St. Louis Park Baseball Board on an annual basis and will be determined by registration numbers and talent level. Traveling teams will play 16 league games (8 home and 8 away) vs. surrounding communities in the metro area.
SLP Traveling Baseball teams typically play Minneapolis, Eden Prairie, Edina, Wayzata and other surrounding communities based on the assigned region. SLP Traveling teams also typically play in 3 regular season weekend tournaments with the opportunity of up to 3 state tournaments held in July. The SLP Traveling Baseball Season typically runs from Mid-April to end of July.
ARTICLE III
LOCATION
The principal office of SLPBA, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be at such location in St. Louis Park, MN as may be fixed from time to time by the Board of Directors of SLPBA.
ARTICLE IV
MEMBERSHIP
The general membership of SLPBA shall consist of parents/guardians of the registered eligible players. Rules may be established by the Board to determine who will be recognized to vote, upon what matters, and how voting rights are determined.
ARTICLE V
MEETING OF MEMBERS
Section 1. Place of Meetings. Meetings of the general membership shall be held at the principal office of SLPBA or at such other suitable places as may be designated by the Board of Directors from time to time.
Section 2. Regular Meetings. Regular meetings of SLPBA shall be held at least once per year as determined by the Board of Directors which shall set the specific date and time for each regular meeting. The members shall transact such business of SLPBA as may properly come before them.
Section 3. Special Meetings. Special meetings of the membership may be called by the President of the Board of Directors or shall be called by the President as directed by a resolution adopted by a majority of the Board of Directors or upon a written request signed by at least thirty percent (30%) of the voting members. The notice of any special meeting shall state the time, the place, and the purpose of such meeting. No business shall be transacted at the special meeting except as stipulated in the notice.
Section 4. Presiding Officer. The President of the Board of Directors of SLPBA shall be the presiding officer of all meetings of the membership. In the absence of the President, the Vice President shall preside. In the absence of both persons, the members may elect a President Pro Tem for that one meeting.
Section 5. Notice of Meetings. It shall be the duty of either the Secretary or the President to mail, email or personally give a notice of each regular or special meeting stating the purpose thereof, as well as the time and place where the meeting is to be held. The notice if mailed or emailed shall be sent to each member at the latest address appearing on the records at SLPBA offices. The notices of regular meetings shall be sent so as to be received at least seven (7) calendar days prior to such meeting. Notice of special meetings shall be sent at least two (2) working days prior to such meeting.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Number and Eligibility. The Board of Directors of SLPBA shall consistent of five (5) voting Officers and such additional non-voting members as the Board shall determine from time to time. The voting positions of the Board shall be the following Officer positions: (1) President,
(2) Vice President, (3) Secretary, (4) Treasurer, and (5) Director of Player Development.
To be eligible to serve as a member of the Board (whether as a voting Officer or whether as a non-voting Board member), the individual must be a member of SLPBA (per Article IV) or a resident of St Louis Park.
Each Board of Directors position shall be an annually elected position as determined by an anonymous ballot among current Board Officers and those in the membership eligible to vote (per Article IV) who appear at the regularly scheduled annual Board meeting for the purpose of electing Board members. The presiding voting members of the current Board (or such subcommittee of two or more Board members designated by the presiding Board President) shall tally the votes at the Board election and promptly announce the results.
Section 2. Governing Powers. The Board of Directors shall have all the powers and duties necessary or appropriate for the overall direction of SLPBA. They may engage in such acts and do such things as are not prohibited by a law or these bylaws.
Section 3. Election and Term of Office. Board members shall hold office until the completion of their annual term at which time the Board member may choose to run for another one-year term at his or election. There shall be no limit on the number of terms a Board member can serve.
Section 4. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a Director under Section 5 below shall be filled by a vote of the majority of the remaining voting members of the Board of Directors.
Section 5. Removal of Board Members. At any regular or duly called special meeting of the general membership, any one or more of the Board Members may be removed by a two-thirds (2/3) vote of the membership or by a majority vote of the Officers on the Board. A successive Board Member may then be elected by a majority of the Officers on the Board to fill the vacancy. Any Board Member whose removal has been proposed shall be given at least thirty (30) days’ notice of the intent to take such action and an opportunity to be heard at this meeting.
Section 6. Compensation. No compensation shall be paid to directors for their services to SLPBA. Directors may be reimbursed for actual expenses incurred by them in the performance of special duties provided such expenses were authorized by the Board for the benefit of SLPBA.
Section 7. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board President. The Board of Directors shall meet at least eight (8) times each year, approximately monthly.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the President of the Board upon at least two (2) working days’ notice to each Director. This notice shall be given personally or by mail, by e-mail or telephone. The notice shall state the place, time and the purpose of the meeting.
ARTICLE VII
COMMITTEES
Section 1. Establishing Committees. The President of the Board of Directors may establish committees having authority of the Board in the management of the business of SLPBA. Committees are subject at all times to the direction and control of the Board.
Section 2. Membership. The committee must consist of one or more persons. The committee members need not be a member of the Board of Directors.
Section 3. Term of Office. Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof or resign.
ARTICLE VIII
FISCAL MANAGEMENT
Section 1.
Books and Accounts. Books and accounts of SLPBA shall be kept under the direction of the Treasurer of SLPBA.
Section 2. Execution of the SLPBA Documents. The Board of Directors may authorize any Officer or Officer's agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of SLPBA. Such authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these bylaws.
Section 3. Loans. No loans shall be contracted on behalf of SLPBA nor evidence of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority shall be confined to specific instances.
Section 4. Deposits. All funds of SLPBA not otherwise employed shall be deposited from time to time to the credit of SLPBA in such bank or banks or other depositories as the Board of Directors may elect.
Section 5. Conflict of Interest. The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization or (c) an organization in or of which a director of SLPBA is a director, officer or legal representative, or in some other way has a material financial interest unless:
1) That interest is disclosed or known to the Board of Directors,
2) The Board approves, authorizes or ratifies the action in good faith,
3) The approval is by a majority of directors (not counting the interested director),
4) At a meeting where a quorum is present (not counting the interested director).
The interested director may be present for discussion to answer questions, but may not advocate for the action to be taken and must leave the room while a vote is taken. The minutes of all actions taken on such matters shall clearly reflect that these requirements have been met.
Section 6. Checks, Drafts, Etc. All checks, drafts and other orders for payment of funds will be signed by such Officers or such other persons as the Board of Directors shall designate in its approved financial policies.
Section 7. Indemnity. SLPBA shall indemnify and hold harmless any Director from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director except in cases involving willful misconduct. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. The Association shall have the power to purchase or procure insurance for such purposes.
Section 8. Examination by Directors. Every director of SLPBA shall have a right to examine, in person or by agent or attorney, at any reasonable time or times, and at the place or places where usually kept, all books and records of SLPBA and make extracts or copies thereof.
ARTICLE IX
Amendment
Both the Board of Directors and the members shall have the power to amend the Articles of Incorporation and these bylaws. Subject to restrictions imposed by statute, the Board may amend the articles and bylaws by adopting a resolution setting forth the amendment, providing written notice of the proposed amendments at least 15 calendar days prior to a duly called meeting. Such amendment shall require an affirmative vote of a majority of the Officers of the Board at a duly constituted meeting.
The foregoing Bylaws of the St. Louis Park Baseball Association were adopted on the ___ day of October, 2016, by action of the Board of Directors.