ANNE ARUNDEL UMPIRE ASSOCIATION, INC.
BY-LAWS
Preamble
1. The name of the Corporation (hereinafter, the “Corporation”) is: Anne Arundel Umpire Association, Inc.
2. The purposes for which this Corporation is formed are as follows: to carry on educational
and
charitable activities, including but not limited to, presenting and sponsoring
other training, lectures, seminars and discussions, providing financial
assistance for other educational and charitable purposes within the meaning of
Section 501(c)(3) of the Internal Revenue Code or the corresponding section of
any future federal tax code, and to that end:
a. To provide charitable contributions to
schools, youth groups, and Sports
organizations;
b. To provide charitable contributions to
sports organizations and youth groups in support of amateur sports
competitions;
c. To provide charitable contributions to
religious organizations; and,
d. To do any and all things incident to
the accomplishments of the aforegoing purposes.
The aforegoing enumeration
of the purposes and objections of the Corporation is made in furtherance, and
not in limitation, of the powers conferred upon the Corporation by law and is
not intended, by the mention of any particular purpose, object or business, in
any manner to limit or restrict any of the powers of the Corporation, provided,
however, that the Corporation shall not have the power to:
(1) Devote a substantial part of its
activities to carry on propaganda, or otherwise attempt to influence
legislation, or participate in, or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of, or in
opposition to, any candidate for public Office.
(2) Carry on any activities not permitted to
be carried on (a) by a corporation exempt for federal income tax under Section
501(c)(3) of the Internal Revenue Code or the
corresponding section of any future United States Internal Revenue Law or (b)
by a corporation, contributions to which are deductible under Section 170(c)(2)
of the Internal Revenue Code or the corresponding provisions of any future
United States Internal Revenue Law.
(3) The funds of the Corporation shall
consist of:
A. Membership dues; and
B. Receipts from any activities conducted
or sponsored by the Corporation in fulfillment of its purpose.
Article I: Membership:
Section 1. This Corporation shall have the following classes of membership:
A. Applicant -- This classification will be for any individual meeting the acceptance requirements (See ART I, Sec. 2) and expressing a desire to conform to the purpose and objectives of this Corporation. The following will be required of all Applicants :
1. To attend instructional classes on the rules and mechanics of officiating a baseball game.
2. To successfully complete and pass both a written and field examinations.
3. To accept assignments to officiate baseball games (in the same season in which the application was filed).
B. Probationary Member - This classification will be for:
1. All Applicants who have passed the instructional classes and have accepted assignments for one season.
2. Transfer
Status - This status will be given to anyone applying for membership who has
been a member of another approved and recognized Baseball Officials’
Association. The membership in another group will be verified by a written
statement from the previous Association to the
3. Advanced Placement Status - This is for anyone applying for membership who has successfully completed the course at any of the Professional Baseball Umpires Schools. Verification will be in writing to the Board of Directors. Individuals in this status will not be required to attend the instructional classes, but will be required to take the same final written examination and undergo a field evaluation.
4. The period of time for Probation Membership will be for one year during which assignments will be accepted and games officiated. At the end of this period, the member’s name will be submitted for consideration as an Active Member.
C. Inactive Member - this classification will be for any Active Member who, because of personal circumstances, will not accept assignments from the Scheduler for that season. There shall be two categories in this class:
1. Associate Member - One who wishes to be kept on the mailing list, attend the meetings, etc., but will not have the full privileges of an Active Member, including voting rights.
2. Honorary Member - one who is selected by the Board of Directors for years of long and faithful service to the Corporation (previously known as the “Association”), and shall be eligible for all rights, benefits and privileges of an Active Member, except for voting rights.
D. Active Member - This classification shall be for members who have fulfilled all requirements, met all financial obligations and accepted assignments from the Scheduler. They shall be entitled to full privileges as a member of this Corporation. (See Art. II, Sec. 4, A & B)
Section 2. Candidates for the membership shall submit an application for membership to the Corporation with the required application fee. Such applications shall be submitted in the form approved by the Board of Directors.
Section 3. After candidates have successfully met the requirements of the Applicant and/or Probationary classifications, the Membership Committee will present their names to the Board of Directors for consideration at the next level of membership. This will be done prior to the first meeting of the upcoming season. The Board of Directors will review each candidate’s record and, in the mailing announcing the first meeting, inform the Active Members that these persons are under consideration and ask for information which would be relevant to the candidate’s qualifications. The Board of Directors will be the sole judge in granting Active Member Status. Those members so selected will be informed prior to the first meeting of the upcoming season.
Section 4.
Each Corporation Member is an independent contractor and nothing contained in
these By-Laws or other organizing document is intended to be an offer of
employment and/or contract of employment.
Section 5: All Active Members and Probationary Members
must attend 50% of the regularly scheduled meetings and mandatory meetings.
Article II: Dues and Fines
Section 1. Dues for each and every succeeding year shall be recommended to the membership for all classification by the Board of Directors before the Annual Meeting and after consultation with the Audit and Finance Committee. The decision shall be subject to the majority vote of the membership present and the vote will take place during the meeting at which the proposal is presented.
Section 2. Dues are payable within 30 days of receipt of the Dues Statement.
Section 3. The Board of Directors can levy a penalty against any member who fails to pay their dues within 30 days of receipt of the Dues Statement. Said penalty may consist of, but is not limited to the following:
1. Fine in an appropriate amount;
2. Suspension of the member’s status;
3. Removal of Member’s name from the Active Roster;
4. Limit the assignment of games;
5. Anything else the Board of Directors feels is necessary and/or appropriate.
Only after payment of dues, fines and penalties, in full, will the member be permitted to apply to the Board of Directors for reinstatement.
Section 4. Dues are payable to the Corporation with the following understandings:
A. That the member’s name shall be submitted to the Scheduler upon payment in full.
B. That if a member should decide to retire, or for some reason, THROUGH NO FAULT OF HIS OWN, not be assigned to officiate any games during the season, the member may receive a full refund of his dues, if requested in writing before the next officiating season.
Section 5: All Applicants will be charged an application fee equal to the annual dues of the Active Members.
Section 6: The Board of Directors will determine fines to be assessed as needed with written notice given by mail and/or electronic mail to the Corporation’s members.
Article III: Board of
Directors
Section 1. General Powers. The property and business of the Corporation shall be managed under the direction of the Board of Directors of the Corporation.
Section 2. Number and Term of Office. The number of directors shall be eleven (11) or such other number, as may be designated from time to time by resolution of a majority of the entire Board of Directors, provided that the number of directors shall never be less than the minimum number permitted by Section 2-402 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended for time to time. The directors shall be elected each year at the annual meeting, except as hereinafter provided, and each director shall serve until his successor is elected and qualified.
Section 3. Filling of Vacancies. In the case of any vacancy in the Board of Directors through death, resignation, disqualification, removal or other cause, the remaining directors by affirmative vote of the majority thereof, may elect a successor to hold office for the unexpired portion of the term of the director whose place shall be vacant, and until the election of his successor, or until he shall be removed, prior thereto, by an affirmative vote of the members.
Similarly and in the event of the number of directors is increased as provided in these By-Laws, the additional directors so provided for shall be elected by a majority of the entire Board of Directors already in office, and shall hold office until the next annual meeting and thereafter until his or their successors shall be elected and qualified.
Section 4. Place of Meeting.
The Board of
Directors may hold their meetings and have one or more offices, and keep the
books of the Corporation, either within or outside the State of
Section 5. Regular Meetings.
Regular meetings of the Board of Directors (hereinafter, “Board”) may be held without notice at such time and place as shall from time to time be determined by resolution of the Board, provided that notice of every resolution of the Board fixing or changing the time or place for the holding of regular meetings of the Board shall be mailed to each director at least three days before the first meeting held pursuant thereto. The annual meeting of the Board of Directors shall be held immediately following the annual meeting at which a Board of Directors is elected. Any business may be transacted at any regular meeting of the Board.
Section 6. Special Meetings.
Special meetings of the Board of Directors shall be held whenever called by direction of the President and must be called by the President or the Secretary upon written request of a majority of the Board of Directors. The Secretary shall give notice of each special meeting of the Board of Directors, by mailing the same at least three (3) days prior to the meeting or by electronic mailing the same at least two (2) days before the meeting, to each director; but such notice may be waived by any director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at any special meetings. At any meeting at which every director shall be present, even though without notice, and business may be transacted and any director may in writing waive notice of the time, place and objects of any special meeting.
Section 7. Quorum and Action.
A majority of the directors shall constitute a quorum for the transaction of business at all meetings of the Board of Directors, but, if at any meeting less than a quorum shall be present, a majority of those present may adjourn the meeting from time to time, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law or the Articles of Incorporation or by these By-Laws.
Section 8. Compensation of Directors.
Directors shall not receive any stated salary or compensation for their services. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation thereof.
Section 9. The Board of Directors shall consist of the following:
A. The Elected Officers.
B. The Immediate Past President.
C. Association Founder, Frank Svoboda.
Article IV: Officers
Section 1. The Corporation shall have the following elected officers:
A. President (Chairman of the Board)
B. Vice-President
C. Secretary
D. Treasurer
E. Three
Representative Board Members
F. Two Delegate Board Members
Section 2. The officers of this Corporation will have the following duties:
A. President – The President shall be the chief executive officer of the Corporation and shall have the general charge and control of all its business affairs and properties. He shall have the general powers and duties of supervision and management usually vested in the office of president of a corporation. The President shall:
1. Preside at all meetings of the Corporation.
2. Establish all Committees.
3. Preside at all meetings of the Board of Directors.
4. Act as the official representative of the Corporation.
5. Appoint committee chairmen with the Board of Directors approval.
6. Fill
vacancies on the Board of Directors until a meeting of the Board of Directors is held pursuant to
these By-Laws.
7. Conduct an audit or appoint a member to conduct an audit with the Secretary of the Corporation’s bank account(s), account receivables, and account payables.
8. He may sign and execute all authorized contracts or other obligations in the name of the Corporation.
9. Be an ex-officio member of all standing committees.
10. Do and
perform such other duties as may, from time to time,
be assigned to him by the Board of Directors.
B. Vice-President – The Vice-President shall:
1. Preside
at all meetings of the Corporation in the absence of the President.
2. Preside
at all meetings of the Executive Board in the absence of the President.
3. Act as
the official representative of the Corporation in the absence of the
President.
4. Perform all duties delegated by the President.
5. Act as the Chairman of the Ethics Committee.
6. He may sign and execute all authorized contracts or other obligations in the name of the Corporation.
7. Do and
perform such other duties as may, from time to time,
be assigned to him by the Board of Directors and/or President.
C. Secretary – The Secretary shall:
1. Record all the proceedings of the meetings in books provided for that purpose, prepare and read the minutes of all meetings of the Corporation.
2. Prepare an annual roster of all members of the Corporation.
3. Submit a roster of all Active Members to the Corporation.
4. Keep a log of the Interpreter’s rulings.
5. Handle all correspondence of the Corporation at the direction of the President.
6. Mail or make available to the members such notices as meeting dates, pertinent rule interpretations, rosters, and fees owed.
7. Keep a record of the attendance.
8. Maintain and update the Corporation website.
9. Give or cause to be given, notice of all meetings and all other notices required by law or by these By-Laws.
10. Have custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors or the President, and attest the same.
11. Perform all the duties generally incident to the office of the Secretary, subject to the control of the Board of Directors and the President.
D. Treasurer – The Treasurer shall:
1. Have custody of all the funds and securities of the Corporation, and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.
2. Deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositary or depositories as may be designated by the Board of Directors.
3. Disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements.
4. Render to the President and the Board of Directors, whenever either of them so requests, an account of all his transactions as Treasurer and of the financial condition of the Corporation.
5. Collect all fees, dues, and fines assessed by the Corporation.
6. Collect all additional monies received by the Corporation.
7. Pay all debts owed by the Corporation.
8. Submit to the Secretary and Scheduler a list of all paid members.
9. Submit a list to the Board of Directors of all members not in good standing.
10. Make all necessary purchases for the Corporation.
11. Perform all the duties generally incident to the office of the Treasurer, subject to the control of the Board of Directors and the President.
E. Representatives and Delegates – The Representatives and Delegates are representatives of the members at large and shall:
1. Report to the membership as needs arise.
2. Shall do and perform such other duties as may, from time to time, be assigned to them by the Board of Directors and/or President.
Section 3. The election of officers shall follow this procedure:
A. The Nominations Committee shall prepare a slate of candidates for all elected offices. This list of candidates shall be presented to the membership at least three weeks prior to the Annual Meeting.
B. Nominations may also be made from the floor at the nominating meeting. The candidate does not have to be present to be nominated. If a nominated candidate is later unable to be considered for an elected office, nominations can be made for such positions at any subsequent meeting, including the Annual Meeting.
C. The Election
1. The election shall take place at the Annual Meeting.
2. The President shall establish a committee of three members who shall supervise the election of officers.
3. The candidates elected to the office must receive the majority of the votes cast for that office. Only Active Members are entitled to vote.
4. The candidates elected as officers of the Corporation shall serve one year and shall take office upon the completion of the regular baseball season.
5. The
President, Vice - President, Secretary, and Treasurer are eligible for
re-election.
6. The
three Representative Board Members shall be limited to one-three year
term.
7. The
two Delegate Board members shall be limited to two-two year terms.
D. Removal from office.
Any officer or agent may be removed by the Board of Directors whenever in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights.
1. Any
officer who fails to perform the duties of that office or who acts in a manner
that is detrimental to the Corporation shall be subject to removal upon written
request of any Active Member.
2. Such
written requests shall be submitted to the Ethics Committee with allegations.
3. The Ethics Committee shall then investigate the allegations and have the option to:
A. Dismiss the allegations; or
B. Report to the Board of Directors on the allegations with its recommendation for appropriate action.
C. If not resolved by the Board of Directors, report to the membership with its recommendation for appropriate action. The Ethics Committee’s recommendation shall be accomplished upon the affirmative vote of three-fourths of All Active Members of the Corporation.
Section 4. The duties of the Board of Directors shall be to:
A. Meet, discuss, and prepare the presentation of problems of the Corporation to to the Entire body.
B. Receive the recommendations of the Membership Committee concerning the Status of Applicants.
C. Suggest to the membership any recommendations for improvement of the Corporation.
D. Prepare meeting dates, location and plans for the coming year.
E. Set the uniform for the current year.
F. Appoint members to all committees.
G. Meet at the discretion of the President, but at least, twice per year.
H. Appoint a Scheduler.
I. Adopt and pass Resolutions, bringing on the membership, to further the cause of the Corporation.
J. Establish Policy, Procedures, and Rules for the good of the Corporation.
Article V: Committees
Section 1. The Board of Directors shall establish and maintain an Ethics Committee. At the discretion of the Board of Directors, the Corporation may have the additional Standing Committees mentioned under this Sec.
A. Ethics Committee
1. The Ethics Committee shall consist of three members, one of whom shall be the Vice-President as chairman and two other members selected by the Executive Board. The two members selected cannot be officers.
2. The duties of this committee shall be to establish a Code of Conduct for members. The Code of Conduct will be reviewed each year and modified to cover any circumstances that may arise. A violation of the Code of conduct shall be dealt with in accordance with the following procedure:
a. Any member may bring a charge against another by presenting in writing, to the committee, his charge of a violation of the Code of Conduct.
b. The committee will meet with the member making the charges privately to establish their reliability and credibility.
c. If the charges appear to be such of a serious nature that more information is needed, a second meeting will be held with both parties present at which the accused will be allowed to defend himself pursuant to due process.
d. A report of the second meeting shall be made by the Committee to the Board of Directors with a recommendation for action which may consist of the following:
1. Dismissal of charges (unfounded).
2. Censure (private).
3. Censure (public).
4. Recommendation to the Scheduler to limit assignments for a specific time (not to exceed six weeks).
5. Voluntary Resignation.
6. Removal from the list of Active Members.
e. If any removal of membership is recommended, it may only be accomplished by a three-fourth vote of All Active Members.
B. Nominations Committee
Section 2. Other Committees.
All other committees, as needed, shall be established at the discretion of the President and/or Board of Directors, including Ad-Hoc Committees.
Article VI: Contracts, Loans, Checks and Deposits
Section 1. Contracts. The Board of Directors,
may authorize, by a majority vote, any officer or officers, agent or agents, to
enter into any contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidence of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors, by a majority vote. Such authority may be general or confined to
specific instances.
Section 3. Checks, Drafts, etc. All check, drafts or other order for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation that exceed One Thousand Five Hundred Dollars ($1,500.00)
shall be signed by at least two (2) officers of the Corporation shall be signed
by such officers of the corporation and in such manner as shall from time to
time be determined by resolution of the Board of Directors. All check, drafts or other order for the
payment of many, notes or other evidences of indebtedness issued in the name of
the Corporation that is less than One Thousand Five Hundred Dollars ($1,500.00)
may be signed by the Treasurer in such manner as shall from time to time be
determined by resolution of the Board of Directors.
Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Article VII: The Rules
Interpreter
Section 1. The Corporation shall have a Rules Interpreter who shall be appointed by the Board of Directors and serve at their pleasure.
Section 2. The qualifications for the position of Rules Interpreter shall be determined by the Board of Directors. The Rules Interpreter must be an active member.
Section 3. Duties
A. Conduct the interpretation portions of the regular meetings.
B. Appoint assistants, approved by the Board of Directors, to act in his absence.
C. To issue rulings on interpretations of specific controversial situations.
Article VIII: Membership Meetings
Section 1. Scheduling of Meetings
A. Regular meetings shall be held.
B. The Board of Directors shall determine the meeting dates, site and number of meetings.
C. The meeting where officers are elected shall be known as the Annual Meeting.
D. The membership, by majority vote, or the Board of Directors may call special or emergency meetings as the needs arise. Such meetings will be limited to a discussion and determination, if possible, of the topic(s) and/or problem(s) that necessitated the meeting being called.
Section 2. Quorum
A quorum shall consist of, at least, one-third of the Active Members.
Section 3. Attendance
A. It is the duty of all Active Members and Probationary Members to attend the meetings of the Association in order to strengthen the Corporation with regard to uniformity of rules, and participation in the activities of the Corporation.
B. Non-Attendance of meetings will be handled in accordance with ARTICLE III, Section 5, of these By-Laws.
C. Any member who misses more than 50% of the meetings for two consecutive years will have his name presented to the Board of Directors for administrative action and may be subject to dismissal.
Section 4. Meetings shall be conducted according to Robert’s Rules of Order.
Section 5. Agenda
A. Call to order
B. Reading of the Minutes
C. Treasurer’s Report
D. Correspondence and Communications
E. Committee Reports
F. Interpreter’s Report
G. Board Members’ Reports
H. Unfinished Business
I. New Business
J. Announcements
K. Adjournment
Article X: Notices
Whenever, under the provisions of these By-Laws, notice is required to be given to any director, officer, or member, it shall not be construed to mean personal notice, but such notice shall be given in writing, by mail, either by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to each member, officer or director at such address as appears on the books of the Corporation, or by electronic mail, addressed to each member, officer or director at such address on the books of the Corporation; or both. And such notice shall be deemed to be given at the time the same shall be thus mailed. Any member, director or officer may waive any notice required to be given under these By-Laws, but must do so in writing.
Article XI: Corporate Seal
The Board of
Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation and the state of
incorporation and the words, "Corporate Seal".
Article XII: Amendments
These By-Laws may be altered, amended or repealed
and new By-Laws may be adopted by the Board of Directors at any regular or
special meeting of the Board of Directors by majority vote.
Article XII: Miscellaneous Provisions
The fiscal year of the Corporation Shall end on the last day of December.
Article XIII: Dissolution
Section 1. The assets of the Corporation, unless herein otherwise specified, may be
liquidated and the Corporation dissolved only by a three-fourths (3/4) vote of Directors having the right to vote at a meeting specially called for that purpose and held not sooner than the expiration of sixty (60) days after written notice of the purpose of the meeting, mailed by the Secretary, to each Director.
Section 2. Liquidation and dissolution shall be in accordance with the Corporation Law
of the
State of
Section 3. Any proceeds of liquidation shall be applied only for the purposes of the
Corporation, or to such organizations as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code (or corresponding provisions of any future United States Internal Revenue Law), as the Board of Directors shall determine.