Constitution and By-Laws

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 SILVER SLO-PITCH SOFTBALL LEAGUE CONSTITUTION & BY-LAWS

 ARTICLE I – NAME

This organization shall be known as Summit Senior Softball and shall be referred to as Silver League.

 ARTICLE II – PURPOSE

The objectives of the Silver League shall be:

a. To give mature male persons who have attained at least their 43rd birthday in that calendar year, an opportunity to participate in the great game of softball.

b. To focus on good sportsmanship and conduct. This is a prerequisite for all who choose to participate. (The Board has the right to act on all instances of misconduct).

c. To afford all members an opportunity to play regardless of age or athletic ability.

d. To promote activity that the whole family can enjoy.

e. To make the League and games enjoyable for all.

 ARTICLE III – MEMBERSHIP

a. Membership in the Silver League shall be open to all male persons who have reached the age of forty-three years by December 31st of the current season.

b. The amount of the participation fee(s) will be set by the Board of Directors prior to annual registration.

 ARTICLE IV – THE BOARD

 Section 1 – The Board of Directors

The Board of Directors shall consist of the following voting board members: the Vice President, Division representatives from each Division, two (2) At-Large representatives, the Treasurer, and the immediate Past President. the President, though a member of the Board, only votes in the case of a tie vote..

 Section 2 – The Officers

The officers of the Silver League shall be the President, Vice President, and Secretary and Treasurer.

 Section 3 – The President

a. The President will appoint a Vice Presidential Nominating Committee(s).

b. Board members will nominate candidates for Vice President from the following active players: Any current board members, past board members that have served within the past three years, any past president that has not been president for at least three years.

c. A majority vote of the Board members shall select the Vice President for a term of one (1) year. That election will take place at the September Board Meeting and prior to the Silver League Banquet.

d. The current Vice President will become President for a one (1) year term on Oct 1st for the following season.

e. The current President will become Past President without option of becoming a Vice President again.

f. The Immediate Past President will serve on the Board of Directors for a period of one (1) year.

 Section 4- The Secretary

The Board of Directors, at the first meeting of the Board of Directors after September 30th, shall select the Secretary for a one-year term, from the current members on the Board of Directors, to serve for one year.

  Section 5 – The Treasurer

a. The Board of Directors shall select a Treasurer for a one-year (1) term at the first meeting of the Board of Directors after September 30th. The Treasurer will remain in said position until replaced or reappointed by the Board.

b. The Treasurer may be any current member of the Board or General Membership.

c. The Treasurer will be a voting member of the Board of Directors.

d. The Treasurer cannot be elected President or Vice President unless he has served as an elected member of the Board of Directors.

e. The Treasurer will be bonded.

  Section 6 –Board Members

a. Elected Board members will serve a two (2) year term unless elected to fill a vacancy. The board has the right to extend a term for one (1) year maximum in order to balance the election(s) for continuity purposes.

b. The members will elect an At Large Board member from both the Day and Evening Leagues and a Division Representative from each playing Division.

c. No board member will serve in two (2) voting positions on the board (As of October 1, 2017).

  Section 7 - Board Vacancies

a. In the event of a board vacancy, the Board of Directors may:

1. By a favorable vote of two-thirds (2/3) of the Board Members present, if a quorum, select a person to fill the vacancy from the list of eligible candidates from the appropriate division who have asked for consideration (only during the "off season"). Such "Board elected" Division Reps will serve for the remainder of the season. After that year, a General Membership (that division) election will take place.

2. Or, the General Membership of the appropriate division(s) will vote on candidates who ask for consideration to be elected to the vacant position for two years. Appropriate Division Rep, or the League President, will coordinate the vote.

b. Any appointment filled by the Board shall be effective for the remainder of the season.

c. In the event of a vacancy in the office of President, the Vice President will fill the remainder of the unexpired term. In the event of a vacancy in the office of Vice-President, the Board will select an elected Board Member (or an elected Board member within the last four years) to fill the remainder of that unexpired term of Vice President.

  Section 8 – Other Board Members

All Past Presidents, prior to the immediate current Past President, will be considered members of the board with all rights and privileges, but will not be counted toward a quorum, nor be voting members of the Board.

  Section 9 -- Indemnification and Insurance

To the full extent permitted by the laws and rules governing non-profit corporations in the state of Ohio, each board member or officer who was, or is serving on the Silver League Board shall be indemnified by the Silver League Board against such expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with the defense of any civil, criminal, administrative, or investigative action, suit or proceeding in which he or she was or is a party, or is threatened to be made a party, by reason of being or having been such board member or officer, except in relation to matters as to which he or she shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duties. The indemnification provided by this section shall not be deemed exclusive of any other right to which a person may be entitled as a matter of law or under any section of these Bylaws, agreement, vote of the of the Silver League Board or otherwise. The Silver League Board may purchase and maintain insurance for any person to the extent provided by applicable law.

  Section 10 -- Removals

Any Board member may be removed, with or without cause, after 10 days notice, by a three-fourths (3/4) super-majority vote of the Board provided there is a quorum present at the meeting of the Board at which such action is taken.

 ARTICLE V – DUTIES WITHIN THE BOARD

  Section 1 – Board of Directors

The Board of Directors is responsible for the management and administration of the Silver League.

  Section 2 – President

a. The President shall preside at all meetings of the Silver League.

b. He shall preserve order therein.

c. He shall call special meetings as needed.

d. The President shall be an ex-officio member of all committees.

  Section 3 – Vice President

a. The Vice President shall perform the duties of the President in the President’s absence.

b. He will carry out the duties as assigned by the President.

  Section 4 – Secretary

a. The Secretary shall keep accurate records of the proceedings of all Board and General Meetings of the Silver League.

b. The Secretary will keep an accumulative historical record of approved Board minutes and General meeting minutes, which will be passed on to the newly selected Secretary.

c. The Secretary will assist as needed in preparing any correspondence and will keep an accurate record of all correspondence for the League.

  Section 5 – Treasurer

a. The Treasurer shall keep accurate records of the income and expenditures of the Silver League.

b. The Treasurer will present an up-to-date financial report at all Board meetings.

c. Purchases for the Silver League must have approval from the Board of Directors before the Treasurer can make payment.

d. The Treasurer will present non-budgeted bills to the Board for payment approval.

e. The Treasurer will make payment of budgeted or approved non budgets bills under $ 400.00. Budgeted or approved non budgeted amounts over $ 400.00 must be paid by check.

f. The Treasurer will present a financial report for audit by the Board at the first meeting in October or October 15th, whichever date is later. The auditing committee will be appointed by the President from Board or League Membership.

g. The Treasurer will submit a proposed budget for Board approval at the November meeting.

h. The Treasurer will be either selected or reaffirmed at the first meeting of the Board after September 30th. Upon leaving the office of Treasurer, the Treasurer will deliver all monies, properties and Silver League rights to the President who will convey these to the newly elected Treasurer.

i. Only the Officers bonded can withdraw funds from the Silver League. The President, Vice-President and Treasurer shall be bonded annually by the Silver League. Inability to be fully bonded shall necessitate removal from the position.

  Section 6 –Board Members

The Board Members will perform duties as assigned by the President.

ARTICLE VI – QUORUM

  Section 1 – Business

Adoption of any business of the Silver League will be done by having a quorum at a called meeting.

  Section 2 – Count

A quorum at a meeting will be a majority (5) of the voting members of the Board.

  Section 3 – Members

Membership of the quorum must consist of the following: the President, or in his absence, the Vice President, and any other members of the Board. The Umpire-in-Chief does not count towards a quorum.

  Section 4 – Motions

Motions presented and seconded will need a majority vote of the current Board of Directors who are present to pass.

  Section 5 – Remote Quorum

Members should be considered ‘present’ and may participate in Board meetings by using remote access, so long as the access is real time and the communication is completely interactive.

  Section 6 – Emergency Meeting Quorum

If a quorum for a Special Board Meeting cannot be formed within 3 days after the request to hold a meeting, the Board may discuss and take action outside of the requested Special Board Meeting. Said discussion and action will require a simple majority vote plus one additional vote of the Board members eligible to vote. Only one item can be addressed and the subject matter of the meeting must be posted on the website prior to any action being taken. All votes will be electronic and read into the minutes at the next regular Board meeting.

 ARTICLE VII – PARLIAMENTARY PROCEDURE

  Section 1 – Board Rules

The Silver League will be governed by the Constitution and By-Laws. Roberts Rules of Order can be used when needed.

  Section 2 – Program Year

The Program Year of the Silver League will be October 1 through September 30.

  Section 3 – Financial Year

The fiscal (financial) year of the Silver League will be October 1 through September 30. All business of the Silver League will be based on this fiscal year.

 ARTICLE VIII – COMMITTEES

  Section 1 – Formation

Committees will be appointed by the President and Board of Directors to carry out the programs of the Silver League. Committees may consist of Board Members or current members of the League in good standing.

  Section 2 – Duties

The President / Board of Directors will charge each committee with specific duties to be carried out. All findings and recommendations of charged committees will be reported to the Board of Directors.

 ARTICLE IX AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

  Section 1 - Changes

Proposed changes to the Constitution shall be presented to the Board of Directors in writing before October 1st. The President will appoint a By-Law Committee and assign the proposal for them to review. All By-Law changes will be presented with the yearly registration form, or entered onto the website and must be returned or voted on by the end of the registration period.

  Section 2 – Adoption

Adoption of changes will pass with 2/3 vote of the Board of Directors to place a proposed By-Law change on the ballot, and a 2/3 majority of the voting members to adopt the proposed changes. All results must be kept by the Secretary for one (1) year, and these results may be looked at by any member of the League.

 ARTICLE X GENERAL ELECTIONS

  Section 1 – Annual

a. A General Election will be held each year as needed.

b. The General Election will be held no later than August 15th for Board members.

c. A Nominating Committee appointed by the President will submit at least two (2) nominees for each position.

d. Any qualified member of the League in good standing may submit their name NLT 7 days prior to the scheduled election for each Division, Morning or Evening Representative.

  Section 2 – Eligibility

Paid-up members who are in good standing, that have completed, or are completing at least one (1) playing season are eligible:

a. For nomination and election

b. To receive a ballot

c. To vote

  Section 3 – Ballot

a. Elections will be by written or electronic ballot.

b. The candidate receiving the highest number of votes cast for any office shall be declared elected.

  Section 4 – Beginning Date

Elected members will begin their Board terms on October 1.

 ARTICLE XI – ANNUAL MEETING

  Section 1 – General Meeting

Annual meetings for all members of the Silver League will be held in the first quarter of each year, and prior to the banquet.. Members shall be notified at least ten (10) days prior to the meetings, and meeting dates posted on the website no later than 15 January.

  Section 2 – Agenda

Agenda items at the annual meeting will be:

a. The state of affairs of the organization, to include any Rule Changes for the upcoming season.

b. The Financial status of the League.

 ARTICLE XII – PLAYING RULES

  Section 1 – Proposed Changes

a. Any member in good standing in the Silver League can propose a rule change in writing to their division representative or Board Member. Proposals must be submitted before December 1st.

b. Proposed rule changes will presented to the Board of Directors for discussion.

  Section 2 Adoption

a. Adoption of a playing rule change will be approved by a majority vote of the Board of Directors, as outlined in Article VI. If a rule, or rules, proves to be a "problem" - difficulty of enforcement, safety issues, impractical, etc. - the Board may revise, delete, or add whatever is needed for the good of a division or the entire league. Such changes will need a 2/3 board approval.

ARTICLE XIII – HALL OF FAME

The Silver League will remain an active member, participant and supporter of the Summit County Hall of Fame

 ARTICLE XIV – DISSOLVEMENT

  Section 1 – Failure

If the Silver League fails to survive, the Board of Director will vote to dissolve the organization.

  Section 2 – Obligations

The Board of Directors will oversee that all legal bills of the organization will be paid or prorated upon dissolution.

  Section 3 - Remaining Funds

Upon dissolution, any monies remaining in the Treasury, after bills are paid, will be presented to a Board designated charity, or charities for their use.

 

 

 

 

 

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