HUNTSVILLE GIRLS SOFTBALL ASSOCIATION
ARTICLE I. NAME AND LOCATION
The name of the Nonprofit Corporation is Huntsville Girls Softball Association (herein referred to as “HGSA” or the “Association”). The principal office shall be located in Walker County, Texas. The Association may have such other office as the Board of Directors shall determine.
HGSA is affiliated with and operates under the current year’s rules and guidelines of the USA Softball (USA SOFTBALL); except where Association rules have been adopted and shall supersede USA SOFTBALL rules. USA SOFTBALL structure is as follows:
USA SOFTBALL----Texas Region----Texas State----District XIV----HGSA
ARTICLE II. PURPOSE
The purpose of HGSA is to provide an organized and supervised competitive program of softball in the local area. In so doing, the primary objective of the Association is to promote and develop an environment which emphasizes fair competition, good sportsmanship and fun. The attainment of exceptional skills or winning games shall be secondary.
Girls and young women from the ages of four (4) through eighteen (18) are eligible to participate in the Association. All ages are based on the girls' ages as of January 1st of the current playing season. The girls shall be placed in divisions as per current USA Softball rules.
The Association shall not engage in political lobbying or otherwise attempt to influence legislation. The Association shall not participate in any political campaign on behalf of or in opposition to any candidate for public office. The Association shall comply with all laws pertaining to (a) a corporation exempt from federal income tax under Section 501 (c)(3) of the Tax Code and (b) a corporation, contributions to which are deductible under Section 170 (c)(2) of the Code.
ARTICLE III. DIRECTORS
Section 1. Duties.
The regulation and management of the affairs of the Association, including the control and disposition of its property and funds, shall be vested in a Board of Directors. The Secretary shall be responsible for maintaining written records of job duties and activities. This information shall be forwarded to the Association upon the expiration of the Board members' term. It shall be the duty of the Board of Directors to manage all activities related to HGSA for proper operation, safety and security during all scheduled regular Association games. The Board of Directors shall promote communication on HGSA activities.
Section 2. Board Size.
The size of the Board shall be determined by the Executive Committee with the approval of the Board, but in no case shall the size of the Board be less than five (5) members. Any decrease in the size of the Board shall not have the effect of shortening the term of office of any incumbent Director.
Section 3. Terms.
All Officers shall be elected to a one (1) year term. All one (1) year terms shall expire on June 30th of each year.
Section 4. Removal from Office.
Any member of the Board of Directors may be removed from office by a vote of not less than two thirds (2/3rds) of the members of the Board of Directors. Said vote must be conducted during a regular or special meeting of the members of the Board of Directors. Written notice of at least seventy two (72) hours must be given to the Board member who is being considered for removal.
A. Any Board member who fails to attend three consecutive regular meetings without a written or oral excuse may be terminated as a Board member, as provided above.
B. Any Board member may be removed from office due to conduct determined, by a vote of not less than two thirds (2/3rds) of the members of the Board of Directors, to be inconsistent with the duties and responsibilities for which the office was intended.
C. Any Board member removed from the Board of Directors may opt to rejoin the Board of Directors at the next annual meeting per the election process.
Section 5. Board Vacancies.
Any vacancy occurring in the Board of Directors, whether by resignation, removal, death, or by increase in the number of Directors, may be filled by the affirmative vote of the majority of the remaining Directors, though less than a quorum, of the Board of Directors. A Director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
Section 6. Meetings of Directors.
The Board shall hold meetings at least once a month between July 1st and June 30th of each fiscal year.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by the President or shall be called by the Secretary on the written request of two (2) Directors. Notice of each special meeting of the Board of Directors shall be given to each Director at least two (2) days before the date of the meeting.
Section 8. Quorum.
At all regular meetings of the Board of Directors, a quorum shall be constituted by the attendance of one half (1/2) of the Executive Committee and one half (1/2) of the Board of Directors plus one. At Special Meetings, a quorum shall be constituted by one half (1/2) of the entire Board of Directors plus one.
Section 9. Votes.
Unless otherwise stated herein, the affirmative votes of not less than a majority of the Board members present at any meetings at which there is a quorum shall be necessary for the taking of any action by the Board of Directors and Executive Committee.
ARTICLE IV. OFFICERS AND EXECUTIVE COMMITTEE
Section 1. Elected Officers.
The officers of the Association shall consist of the:
Commissioner of Leagues
One must be a member of the HGSA Board to be elected as an officer. Further, these members will also serve on the Executive Committee.
Section 2. Qualifications to hold offices.
A. President. The qualified candidate must have served as a member of the HGSA Board of Directors for two (2) years prior to being eligible for nomination. The candidate must also demonstrate a command of all USA Softball and HGSA Rules and Regulations.
B. Vice-President. The qualified candidate must have served as a member of the HGSA Board of Directors for one (1) year prior to being eligible for nomination. The candidate must also demonstrate a command of all USA Softball and HGSA Rules and Regulations.
C. Secretary. The qualified candidate must have served at least a total of one (1) year as a member of the HGSA Board of Directors.
D. Treasurer. The qualified candidate must have served at least a total of one (1) year as a member of the HGSA Board of Directors. The candidate should have a general understanding of accounting and finance.
E. Commissioner of Leagues. The qualified candidate must have served at least one (1) year as a member of the HGSA Board of Directors. The candidate must also demonstrate a command of all USA Softball and HGSA Rules and Regulations.
All of the above qualified candidates must be at least twenty one (21) years of age.
The above qualifications, excluding the age requirement, may be waived by a vote of not less than two thirds (2/3rds) of the members of the Board of Directors.
Section 3. Election Process.
The Executive Committee of the Association shall be elected in the following manner:
A. Nominations from current Board members and parents (guardians) of girls currently registered shall be received prior to May 15th of each year for the Officers to be elected. Nominations must be submitted in writing to the Secretary and contain information about the position to which a person is nominated, the name, address and phone number of the individual nominated and the qualifications of the person nominated. The Chairperson of the Nomination Committee shall not solicit, delete, or add to the ballot. Only names nominated by the above members shall be placed on the ballot.
B. During the nomination review process, the Nominations Committee may contact the nominating party and any provided references, as well as the individual nominated to determine the nominees' qualifications and ability to serve. If more than one name is placed in nomination for a position, the Committee may personally interview the candidate under consideration.
C. A slate of candidates, including information regarding qualifications and experience, to fill the Officer positions of the League shall be presented by the Nominations Committee to the Full Board of Directors prior to June 1st.
D. The Executive Committee of the HGSA Board of Directors will be voted on by the Board of Directors currently in office. This vote will be on the same day as each qualified member of the Association votes on remaining Board of Director positions. For all positions other than the President or the Treasurer, each member of the Board of Directors shall receive one ballot and shall cast their ballots in person, at a time and location established by the Association’s Board. However, all Board members shall receive at least two weeks’ notice of the election. The affirmative majority vote of the Board members shall be required to fill each remaining position. If no majority is held, a runoff between the two nominees with the most votes shall be held as soon as possible.
E. For General Nominations, a Board member can only submit one name for each position within the HGSA Board of Directors. If not selected for the position requested, the Board of directors will not preclude the candidate from filling an open position, committee, or member at large.
F. Closed vote by ballot.
ARTICLE V. DUTIES OF THE BOARD OF DIRECTORS
Section 1. Elected Officers.
A. President. The President shall serve as the Association director and shall act as its legal agent having the authority to sign contracts or execute and deliver any instrument in the name of and on behalf of the Association, with Association Board approval. The President shall preside at all meetings of the Association and the Executive Committee and shall enforce all rules of USA Softball and HGSA. The President shall appoint certain committees during the terms of office with appropriate Board approval and shall be responsible for all Association activities. The President shall be an Ex-officio member, without vote, of all committees, excluding the Nominations Committee. In the absence of the President or in the event of the President’s inability or refusal to act, the board will, by affirmative two thirds (2/3rds) majority vote, elect a stand in President.
B. Vice-President. The Vice President, if any, shall have such powers and perform such duties as from time to time may be prescribed by these By-laws, the Board of Directors, or the President. In the absence or disability of the President, the Vice President shall perform all the duties of the President, pending action by the Board. While so acting, the Vice President shall have the powers of, and be subject to all the restrictions on the President.
C. Secretary. The Secretary shall maintain a register of Officers and members of the Association, record the minutes of the Association meetings, be responsible for notification of meetings and maintain all records of the Association.
D. Treasurer. The Treasurer shall be responsible for an accurate account of all receipts and disbursements with the Association. The Treasurer shall also be responsible for all monies belonging to the Association, and make financial reports to the Association as required. The Treasurer shall be responsible for the completion and filing of the financial statements required by the Association. The Treasurer must be available to participate in an audit of Association financial records at any time deemed necessary by the Association Board and will be responsible for the safekeeping of Association financial records in compliance with Internal Revenue regulations. The Treasurer shall turn over all books, records and money belonging to the Association upon termination of office. The Treasurer shall prepare financial reports to be delivered to the Internal Revenue Service prior to October 31st.
E. Commissioners of Leagues. The Commissioner of Leagues will enforce the rules and regulations of play set forth by USA Softball and approved by the Board of Directors. He/She shall oversee the activities of the various league commissioners and, in conjunction with the commissioners, make recommendations as to all managers, coaches and formation of All Star teams, in-season tournament teams, post-season tournament teams and the rules and regulations governing such teams; except that the Board of Directors shall approve the appointment of all coaches and all matters involving such teams unless otherwise specified herein. He/She will chair the protest committee and oversee the schedule. He/She shall apprise managers as to league rules, changes and coach or player clinics. In the absence or disability of the President and Vice President the Commissioner of Leagues shall perform all the duties of the President, pending action by the Board of Directors. While so acting, the Commissioner of Leagues shall have the powers of and be subject to all the restrictions on the President.
F. All of the above Officers shall also perform other such duties from time to time as assigned by the President or Board of Directors. All of the above Officers shall have one vote at each meeting of the Board and/or the Executive Committee. However, the President shall vote only in order to break a tie vote at the Board and Executive Committee meetings. The President may also vote to provide a two thirds (2/3rds) majority, in those instances which require a two thirds (2/3rds) majority for Board decisions.
Section 2. Executive Committee.
The Executive Committee shall meet as needed and shall be vested with the full powers of the Board of Directors in the management of the affairs of the Association between meetings of the Board. Actions of the Executive Committee shall be reported to the Board at the subsequent meeting.
Section 3. Other Board Positions.
Other Board positions may be filled on the Board of Directors with voting privileges left to the Association’s Board discretion. The President of the Board shall appoint other such Board members, subject to the approval by the Board.
ARTICLE VI. COMMITTEES
Section 1. Committee of Directors.
The President, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association; provided, however, that no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the By-Laws; electing, appointing or removing any Member of any such committee or any Director or officer of the Association; amending the article of incorporation; adopting a plan or merger or adopting a plan of consolidation with another League; authorizing the sale, lease, exchange or mortgage of part of or substantially all of the property and assets of the Association; authorizing the voluntary dissolution of the Association or revoking proceedings thereof; adopting a plan for the distribution of assets of the Association; or amending, altering or repealing any resolution of the Board of Directors which, by its terms, provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, and any individual Director, of any responsibility imposed upon it or him/her by law.
Section 2. Standing Committees.
The Standing Committees of the Association, in addition to the Executive Committee, shall be the following:
A. Sports Commission. There shall be six (6) members of the Sports Commission who shall function under the direction of the Commissioner of Leagues. The Sports Commissioners will be appointed by the Commissioner of Leagues with final approval by the Board of Directors.
The Sports Commission shall be comprised of the following Commissioners.
· 6 & Under Commissioner
· 8 & Under Commissioner
· 10 & Under Commissioner
· 12 & Under Commissioner
· 14 & Under Commissioner
· 16 & Under Commissioner
The Commissioners shall develop rules for each component of the sports program, which shall be submitted to the Board of Directors for approval not less than one (1) month prior to the first scheduled practice of each season. The Commissioners shall recruit managers and coaches and review and submit their applications, with recommendations, for approval by the Board of Directors. The Commissioners will coordinate and oversee tryouts and will oversee player drafts for their particular age group and shall apprise managers of such activities. The Commissioners shall inform mangers of their appointment and appointment of their coaches. The Commissioners shall apprise managers as to league rules; rule changes and coach and player clinics. The Commissioners shall review all protests, problems, suggestions or complaints concerning playing rules and regulations. No Director shall serve as Commissioner of the age group in which their daughter plays, such being deemed a conflict of interest.
The Commissioners shall bring all protests to the attention of the Vice President for final adjudication within forty eight (48) hours after the filing of such protest.
B. Nominations Committee. It shall be the duty of the Nominations Committee to distribute nomination forms, collect nomination forms, contact all nominees to determine availability and interest, and present a slate of Officers to the Board of Directors prior to May 15th. (3) members
C. Code of Conduct/Protest Committee - The Protest Committee shall consist of the Vice President, the commissioner of the division involved and the Commissioner of Leagues. It shall be the duty of the Protest Committee Chairman to insure that all members have no direct involvement with the dispute. The President will appoint replacement members as needed.
D. Budget, Assets & Finance Committee. It shall be the duty of the Budget & Finance Committee to prepare a budget on an annual basis and present same to the Executive Committee for approval. Additional duties include the monitoring the Association’s financial position and presenting a monthly report of said position to the Board. The Treasurer shall serve as the Chairperson of the Budget, Assets and Finance Committee. Equipment commissioner and Concession Stand Commissioner shall be on this five (5) person committee.
Section 3. Other Committees.
Other committees, not having and exercising the authority of the Board of Directors in the management of the Association, may be designated by a resolution adopted by a majority of the Directors present at a meeting. Members of each such committee shall be members of the Association, except as otherwise provided in such resolution. Any members thereof may be removed by the person or persons authorized to appoint such member whenever, in their judgment, the best interests of the Association shall be served by such removal.
Section 4. Term of Office.
Each member of a committee shall continue to serve on said committee, until the next annual meeting of the members of the Association 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 withdraw or cease to qualify as a member thereof.
Section 5. Rules and Procedures.
Each Committee shall adopt its own rules of procedure. However in no event shall its rules and procedures conflict with these By-Laws or with the rules adopted by the Board of Directors.
Section 6. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
Section 7. Quorum.
Not less than a majority of such committee members shall be necessary to constitute a quorum. Unless otherwise stated, the affirmative votes of not less than a majority of the members present at any meetings at which there is a quorum shall be necessary for the taking of any action by the committee.
Section 8. Minutes.
Written minutes shall be kept of all meetings. Actions of each committee shall be reported to the Executive Committee and/or the Board of Directors. A copy of the minutes will be submitted to the Executive Committee within fifteen (15) days of the meeting.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts.
The Board of Directors may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances. Unless expressly authorized by these By-laws or the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement, nor to pledge its credit, nor to render it liable pecuniary for any purpose or in any amount.
Section 2. Checks, Drafts, etc.
All checks, drafts, or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association for amounts less than one hundred dollars ($100.00), shall be approved by either the Treasurer or the President of the League. For those amounts in excess of one hundred dollars ($100.00) Board approval required. The above stated rule will not apply to regular or periodic invoices paid by the Treasurer.
Section 3. Deposits.
All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
Section 4. Gifts.
The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or from any special purpose of the Association.
ARTICLE VIII. MISCELLANEOUS
Section 1. Definition of Service Area.
The Boundary of the Association’s Service Area is that area contained in Texas USA Softball District XIV.
Section 2. Books and Records.
The Association shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board of Directors and Committees having any of the authority of the Board of Directors, and shall keep at the register or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.
Section 3. Fiscal Year.
The fiscal year of the Association shall begin on the 1st day of July.
Section 4. League Sponsors.
HGSA may solicit league sponsorships to aid in the financial support of the Association. League sponsors may be selected from a wide variety of potential sponsors, such as service clubs, civic groups, fraternal organizations, local merchants, etc. with approval with the Board of Directors.
Section 5. Team Sponsorships.
HGSA may solicit team sponsorships to aid in the financial support of the Association. Team sponsors may be selected from a wide variety of potential sponsors, such as service clubs, civic groups, fraternal organizations, local merchants, etc. with approval with the Board of Directors.
Section 6. Insurance.
The Association shall maintain player's medical/liability, coaches, officer’s and directors’ liability insurance.
ARTICLE IX. WAIVER OF NOTICE
Section 1. Waiver of Notice.
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act of 1959 or under the provisions of the Articles of Incorporation or the By-Laws of the Association, 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 giving of such notice.
ARTICLE X. AMENDMENT TO BY-LAWS
These By-Laws may by altered, amended or repealed and new By-Laws may be adopted, by a two thirds (2/3rds) affirmative vote at a regular meeting or special ARTICLE NINE ADOPTION OF INITIAL BY-LAWS.
ARTICLE XI. INDEMNIFICATION
The Association shall indemnify any director, officer, or former director or officer of the Association against all expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a director or officer, except in relation to matters as to which he is adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty. Such indemnification shall not be exclusive of any other indemnification provided for in the Articles of Incorporation or any Bylaw, by resolution or otherwise. The Association shall be authorized to purchase insurance or other similar device for the purpose of such indemnification.
ARTICLE XII. DISSOLUTION
The Association shall be dissolved according to the procedures outlined in the Texas Business Organizations Code. After the liabilities of the Association have been discharged or provided for, the Association's remaining assets shall be disposed of to facilitate one or more of the exempt purposes of the Association. Assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations which are organized and operated for such purposes.
The foregoing By-laws were adopted by the Board of Directors on the first day of July, 2019.