NAMES AND OFFICES
This corporation shall be known as the Seattle PONY Baseball League (referred to as the "corporation" or the "League"). The principal office of the League shall be located in Seattle, Washington at such place as the Board of Directors of the League ("Board") may determine.
2.1 Purpose and Powers. The League is organized exclusively for charitable, scientific or educational purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations, all within the meaning of Section 501(C)(3) of the Internal Revenue Code of 1986 ("IRC"). The specific purposes for which the League is organized are to (a) provide an organized youth baseball league, to promote physical fitness, to educate players, coaches and the public in the skills, techniques and tactics of baseball and to stimulate and expand interest and understanding in baseball, and (b) to encourage all individuals regardless of gender, gender identity, age, race, color, creed, religion, national origin or economic status to participate in the programs, functions and activities of the League.
2.2 Tax-Exempt Status. This league shall qualify as a tax-exempt charitable, scientific research and/or educational organization within the meaning of Section 501(C) (3) of the IRC. The affairs of the League shall be conducted in such a manner as to qualify for tax exemption under that section of the corresponding section of any future federal tax laws. No part of the net earnings of the League shall inure to the benefit of, or be distributable to, its members, Directors, officers or other private persons. However, the League shall be authorized and empowered to pay reasonable compensation for services rendered and may make payments and distributions in furtherance of the League purposes.
No substantial part of the activities of the League shall consist of attempting to influence legislation. The League shall not directly or indirectly participate or intervene in any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provisions of these Bylaws, the League shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax deductible under Section 501(C) (3) of the IRC, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are tax deductible under Section 170(c) (2) of the IRC or corresponding section of any future federal tax code.
2.3 Rules. The League shall have authority to enact rules, procedures and regulations consistent with these Bylaws and Articles of Incorporation for the conduct of the League operations.
3.1 Members. The League shall consist of one class of members. All members must be in good standing to enjoy the rights, privileges and responsibilities of the League. A member not in good standing may not vote. Members are considered to be in good standing when they are current in their financial obligations to the League and are in compliance with the League's Articles of Incorporation, Bylaws, rules, policies and procedures.
3.2 Qualifications for Membership. The members of the League shall consist of (a) the Board of Directors, (b) the League coaches, (c) League officers, and (d) the parents/legal guardians ("Parent") of a each current player in the League (each referred to herein as a "member"). Members may have such other qualifications as the Board may prescribe by amendment to these Bylaws.
3.3 Voting Rights
3.3.1 Each member entitled to vote with respect to the subject matter of an issue submitted to the members shall be entitled to one vote upon each such issue. There shall be no proxy voting by members. Only one Parent per player is entitled to vote. Unless the Parents submit to the Board a written notice signed by the Parents indicating otherwise, the Parent that signed the League registration forms shall be the voting member for that player. The Parent member who is eligible to vote may cast one vote per family, regardless of number of players registered.
3.3.2 Each member entitled to vote at an election of Directors may cast one vote for each Director position to be elected and for whose election such member has a right to vote.
3.4 Annual Meeting. The annual meeting of the members shall be held prior to either the September or October meeting of the Board at such place and at such time as designated by the Board for the purpose of electing Directors and transacting such other business as may properly come before the meeting. The Board may designate such other time to hold the annual meeting provided that it provides at least five (5) days prior notice to the membership.
3.5 Special Meetings. The President, a majority of the Board or a group of not less than fifteen (15) members (by providing written request to the Corporate Secretary) may call special meetings of the members for any purpose. Notice of time and place of special meetings of the League membership shall be made known to the membership of the League not less than five (5) days prior to the date of the meeting.
3.6 Notice of Meetings. The President, the Secretary or the Board shall provide notice to those members entitled to notice of or to vote at a meeting, not less than five (5) days before the meeting. Notice of the meeting will be posted on the League's website and/or sent electronically to the last known email address provided by the members or by such other method designated by the Board. The notices shall state the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.
3.7 Waiver of Notice. Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
3.8 Manner of Acting. The vote of a majority of the votes entitled to be cast by the members represented in person at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation or these Bylaws. The presence of not less than ten (10) members shall constitute a quorum for the transaction of business at any special or annual meeting of the League.
BOARD OF DIRECTORS
4.1 General Powers. The Board of Directors shall manage the affairs of the League.
4.2 Number. The Board shall consist of not less than five (5) or more than twenty-three (23) Directors, the specific number to be set by resolution of the Board. The number of Directors may be changed from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director. The Board of Directors shall include the (a) the President, Vice President, Secretary, Treasurer, Past President (collectively, the "Executive Committee') who shall advise and assist the President, and (b) the designated Director positions described in Section 4.22 below and such other "at large" Director positions that the Board may designate from time to time.
4.3 Qualifications. Directors are not required to be members of the League and may have such qualifications as the Board may prescribe from time to time.
4.4 Nominations and Elections
4.4.1 Directors shall be elected each year at the annual meeting of members. Prior to the annual meeting, the Executive Committee will select a nominating committee consisting of at least 2, but not more than 3 members. The nominating committee ("Nominating Committee") will consist only of members of the League and may include current Directors. The Nominating Committee will solicit candidates and prepare a slate of Directors ("Slate") to be nominated to serve for the upcoming year. The Slate will consist of 1 nomination for each designated Director. The Slate will be presented to the full Board for approval prior to the annual meeting, such presentation and approval may be by email. Once approved by the Board, the Slate will be posted on the website and/or sent by e-mail to the members not less than three (3) calendar days prior to the annual meeting.
4.5 Term of Office. Unless a Director dies, resigns or is removed, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected, whichever is later.
4.6 Annual Meeting. The annual meeting of the Board shall be held without notice immediately following and at the same place as the annual meeting of members for the purposes of electing officers and transacting such business as may properly come before the meeting.
4.7 Regular Meetings. The Board shall meet on a monthly basis, except during July, August and/or September, at such time and place determined by the President.
4.8 Special Meetings. Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two (2) Directors, or, in the case of a committee meeting, by the chairman of the committee. The person or persons authorized to call special meetings may fix any place as the place for holding any special Board or committee meeting called by them.
4.9 Meetings by TeleConference. Members of the Board or any committee designated by the Board may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
4.10 Notice of Special Meetings. Notice of special Board or committee meetings shall be given to a Director in writing (which may be provided by email and/or facsimile) or by personal communication with the Director not less than three (3) days before the meeting. Notices may be sent to the Director at his or her email address as provided to the League and must briefly state the purpose of the meeting
4.11 Waiver of Notice. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. .
The attendance of a 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.
4.12 Quorum. A majority of the number of Directors in office shall constitute a quorum for the transaction of business at any Board meeting. If a quorum is not present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
4.13 Manner of Acting. The act of the majority of the Directors present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation or applicable Washington law.
4.14 Presumption of Assent. A Director of the League present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless such Director files a written dissent or abstention to such action with the person acting as secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by email to the Secretary of the League immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Director who voted in favor of such action.
4.15 Resignation. Any Director may resign at any time by emailing the President or the Secretary, or by giving oral or written notice at any meeting of the Directors. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon transmission thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.16 Removal. At a meeting of members called expressly for that purpose, one or more Directors (including the entire Board) may be removed from office, with or without cause, by two-thirds of the votes cast by members then entitled to vote on the election of Directors represented in person or by proxy at a meeting of members at which a quorum is present.
4.17 Vacancies. A vacancy in the position of Director may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board. A Director who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.
4.18 Financial Policy. The Board of Directors shall decide all matters pertaining to the finances of the League. To equalize the benefits of the league for all teams, solicitation of funds shall be for the corporate treasury and, except as the Board may otherwise authorize for team sponsorship and tournament teams, contributions to individuals and/or teams are to be discouraged.
4.19 Misconduct/Suspension. The Board of Directors shall have the authority to suspend, discharge or otherwise discipline any member, manager, coach, player, league official, league umpire or other person subject to league jurisdiction whose conduct is considered detrimental to the best interests of the League. Any adult (persons 18 years of age or older) whose suspension, removal or other discipline is recommended to the Board by the relevant Division Commissioner shall have the right to appeal such action, within 24 hours of being advised by the League or Division Commissioner of the proposed disciplinary action, to a panel comprised of not fewer than three officers of the Board by appealing to the Board President via email. In the event of an appeal, an in-person or telephonic hearing before the officers of the Board shall be convened within 48 hours of the appealing party’s notification of the Board President. Immediately following such hearing, the Board officers shall confer and vote whether to uphold, modify or reverse the Division Commissioner’s recommended disciplinary action. The Board officer’s decision will, in turn, be immediately communicated to the full Board via email. Unless a majority of the full Board is opposed to the Board officers’ decision, the Board officers’ decision shall stand. Upon evidence of misconduct of any player, the appropriate Division Commissioner shall use reasonable efforts to notify the manager of the team of which the player is a member and the Parents of any such player, within 24 hours of the suspected misconduct. The manager, the player’s parent or parents and, in the discretion of the parent(s), the player shall be afforded the opportunity to confer separately and/or together with the appropriate Division Commissioner in-person to consider appropriate disciplinary action. The Board shall promptly review and approve player discipline that involves or exceeds a suspension from play of any duration. Where time is of the essence, any of the procedures set forth above requiring the involvement of the full Board may be delegated by a majority of the full Board to a group of not fewer than three of the Board officers.
4.20 Director Positions. The following Director positions will be filled by elected members of the Board:
4.20.1 Director of Equipment. The Director of Equipment shall be responsible for the acquisition, inventory, storage, disbursement and return of all League equipment and uniforms. The Director of Equipment shall complete an annual equipment inventory and prepare an annual recommendation for equipment purchases to be approved by the Board.
4.20.2 Director of Umpires. The Director of Umpires shall recruit, train, schedule and verify attendance and quality of officiating by all umpires. The Director of Umpires shall develop a method for evaluating the umpiring at all levels of play and will investigate all complaints about umpires. The Director of Umpires shall work with the League Commissioners to ensure that all umpires are properly informed and trained as to League rules and to coordinate any rescheduling of make-up games. The Director of Umpires shall provide the necessary information to the Treasurer for timely payment of the umpires.
4.20.3 Director of Fields. The Director of Fields shall be the primary contact with the appropriate City of Seattle departments for the acquisition and use of all fields for practices and games. The Director of Fields shall work with each of the Division Commissioners to address the needs of each Division.
4.20.4 Director of Development. The Director of Development shall be responsible for managing all Board-approved fundraising, strategic partnership and marketing initiatives. The Director of Development shall solicit suggestions for fundraising, partnering and marketing activities and submit proposals to the Board for approval.
4.20.5 Director of Information. The Director of Information shall be responsible for news media relations and the general publicizing of League activities and special events, including active management of the architecture, design and content of the League website and coordination of player registration and other League mailings.
4.20.6 Player Agent. The Player Agent shall be responsible for coordinating the annual registration of players. Together with the Division Commissioners, the Player Agent shall also coordinate the skills assessments and the distribution of players among the teams. The Player Agent will also be responsible for confirming that each player satisfies the League appropriate Division eligibility requirements.
4.20.7 Director of Tournaments. The Director of Tournaments shall be responsible for overseeing all activities pertaining to the selection and management of the League’s all-star and any secondary tournament teams. The Director of Tournaments shall work with Division Commissioners to ensure that communication with members is consistent both within and across Divisions, and to implement policies approved by the Board.
4.20.8 Division Commissioners. Each year the Board will select a Division Commissioner for each designated Division. The Commissioners, in conjunction with the Player Agent, will be responsible for coordinating league registration and skills assessments (if applicable) for their Division. In addition, the Division Commissioner will be responsible for setting Division schedules, resolution of disputes within their Division, enforcement and interpretation of League rules and such other matters that arise within the League that are not otherwise delegated to the Board, a Committee or an officer. Finally, consistent with policies and criteria adopted by the Board from time to time, Commissioners may make a determination that is in the best interest of the League, Division, or player for a player to play in a Division that is above or below the Division for which the player qualifies based upon the player's date of birth. Such determination may be appropriate, among other reasons, to maintain competitive balance within a Division and/or to protect the safety of the player, or other players in the Division in which the player would otherwise have qualified to play.
4.21 Board Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more standing or temporary committees.
4.22 Compensation. The Directors shall receive no compensation for their service as Directors, but may receive reimbursement for expenditures incurred on behalf of the League.
5.1 Number and Qualifications. The officers of the League shall be a President, a Past President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom (with the exception of Past President) shall be elected by the Board. Other officers and assistant officers may be elected or appointed by the Board, such officers and assistant officers to hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of President and Secretary.
5.2 Election and Term of Office. The officers of the League (with the exception of Past President) shall be elected each year by the Board at the annual meeting of the Board. The position of the Past President will be automatically filled by the outgoing President of the immediately preceding year. Unless an officer dies, resigns, or is removed from office, he or she shall hold office until the next annual meeting of the Board or until his or her successor is elected. All officers shall be eligible for re-election.
5.3 Resignation. Any officer may resign at any time by furnishing written notice to the President, a Vice President, the Secretary or the Board, or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon receipt thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.4 Removal. Any officer or agent elected or appointed by the Board may be removed from office by the Board whenever in its judgment the best interests of the League would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
5.5 Vacancies. A vacancy in any office created by the death, resignation, removal, disqualification, creation of a new office or any other cause may be filled by the Board for the unexpired portion of the term or for a new term established by the Board Provided that the position of Past President will not be filled if vacated.
5.6 President. The President shall be the chief executive officer of the League and, subject to the Board's oversight, shall supervise and control all of the assets, business and affairs of the League. The President shall preside over meetings of the members and the Board. The President may sign contracts, or other instruments approved by the Board, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other officer or agent of the League or are required by law to be otherwise signed or executed by some other officer or in some other manner. In general, the President shall perform all duties incident to the office of President and such other duties as are assigned to him or her by the Board from time to time.
5.7 Vice Presidents. In the event of the death of the President or his or her inability to act, the Vice President (or if there is more than one Vice President, the Vice President who was designated by the Board as the successor to the President, or if no Vice President is so designated, the Vice President whose name first appears in the Board resolution electing officers) shall perform the duties of the President, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the President. Vice Presidents shall have, to the extent authorized by the President or the Board, the same powers as the President to sign contracts or other instruments approved by the Board. Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President or the Board.
5.8 Secretary. The Secretary shall: (a) keep the minutes of meetings of the members and the Board, and minutes which may be maintained by committees of the Board; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records of the League; (d) keep records of the email or post office address, if applicable, of each member and Director and of the name and email or post office address of each officer; (e) if required by the Board, sign with the President, or other officer authorized by the President or the Board, deeds, mortgages, bonds, contracts, or other instruments; and (f) 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 the Board.
5.9 Treasurer. The Treasurer shall receive and disburse all funds with the approval of the Board of Directors; shall keep an accurate account of all funds received and disbursed for the League; shall submit a financial report at all regular meetings and at such other times as may be requested by the President; shall compile an annual report of League finances; shall provide the books of the League and such other documentation as requested for the annual audit and shall transmit all financial records to any person elected to succeed him or her in that office; and in general perform all of the 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 the Board.
5.10 Past President. The Past President shall assist and advise the President.
6.1 Books and Records. The League shall maintain copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name and email or post office address, if applicable of each member and Director, and of the name and email or post office address of each officer; and such other records as may be necessary or advisable. All books and records of the League shall be open at any reasonable time to inspection by any member of three months standing or to a representative of more than five percent of the membership.
6.2 Accounting Year. The accounting year of the League shall be the twelve months ending December 31.
6.3 Rules of Procedure. The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Roberts' Rules of Order on Parliamentary Procedure, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board.
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by an affirmative vote of a two-thirds vote of the number of Directors present at any regular meeting or special meeting called for such purpose, and at which a quorum is present; provided the amendment or change does not adversely affect the League's qualifications under Section 501(c) (3) of the Internal Revenue Code.
The foregoing Bylaws were adopted by the Board of Directors as of April 4, 2017.