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BYLAWS FOR Smithsburg Little Sluggers, Inc.

This organization shall be known as Smithsburg Little Sluggers, also known as SLS, hereafter referred to as the Corporation. The principal office is in Smithsburg, located in Washington County, Maryland. Each local Little League’s Board is responsible for adopting its own bylaws. The bylaws are local rules and policies that each local Little League has the authority to change, and which only require Board consent. No part of the bylaws can conflict with or supersede any Little League rule, regulation, or policy. A copy of the Corporation’s bylaws will be posted on the SLS website. This document will be revised as needed and approved by Board Members at least annually. Any revisions and approval will be made prior to the beginning of registration; however, bylaws can be revised anytime the Board believes a revision is required to address an error.

ARTICLE II – OBJECTIVE

SECTION 1

The objective and purpose of this Corporation shall be to promote community welfare, educational, athletic, and charitable purposes by promoting and supporting organized competitive baseball and softball among boys and girls ages 4-18 years of age in the community of Smithsburg and its surrounding areas; to implant firmly in participants the ideals of good sportsmanship, honestly, loyalty, courage, and respect for authority; and to receive and administer funds for the benefit of the above stated purpose.

SECTION 2

To achieve these purposes, the Corporation will provide a supervised program of competitive baseball and softball games under the guidelines set forth by Cal Ripken League Baseball for boys and girls ages 4 thru 12, and by the guidelines set forth for boys and girls ages 12 thru 18. All Officers of the Board, Board of Directors and League Members shall bear in mind that the attainment of exceptional athletic skill or winning of games is secondary, and the molding of future citizens is of prime importance.

SECTION 3

In accordance with Section 501-(C)(3) of the Federal Internal Revenue Code, the Corporation shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball and softball games. No part of the new earning shall inure to the benefit of any private shareholder or individual; play no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any pollical campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these bylaws, this Corporation shall not carry on any activities not permitted to be carried on (a) by a Corporation exempt from Federal Income Tax under Section 501(c) of the Internal Revenue Code, or (b) by a Corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.

ARTICLE III – MEMBERSHIP

SECTION 1

League Member - Any parent or legal guardian of a registered player(s), not to exceed 2 per player per household.

Board Member – include the Executive Board (President, Vice President, Treasurer, Secretary, Player Agent) and Board of Directors.

Affiliations - Board and League Members should not be actively engaged or appointed in the promotion and/or operations of any other baseball or softball program not affiliated with Smithsburg Little Sluggers.

Discipline or Suspension – Membership may be terminated by resignation or action of the Officers of the Board. Managers, Coachers, Parents, Spectators, or Players not adhering to the Smithsburg Little Sluggers Code of Conduct referred to in the bylaws, are subject to immediate discipline and/or suspension by any Board Member. The suspension will be reviewed at the next regular Board Meeting.

ARTICLE IV – BOARD MEETINGS & SPECIAL MEETINGS SECTION 1

Board Meeting – Any meeting of the memberships of the Corporation. The President and/or designated Executive Board Member shall preside at all Board Meetings. All League Members and Board Members are allowed to attend.

Notice of Meeting – Notice of each Board Meeting shall be provided by the appointed Secretary at least 14 days in advance of the meeting.

Quorum – At any Board Meeting, the presence of 51% of the Board Members shall be necessary to constitute a quorum. If a quorum is not present, no business shall be conducted.

Voting – Only Board Members shall be entitled to make motions and vote at Board Meetings. President is only allowed to vote to break a tie.

SECTION 2

Special Meetings – Meetings of the Executive Board and Board of Directors may be held at the discretion of the President to discuss and consider the Corporation’s operations. The Secretary shall act as secretary of all meetings.

ARTICLE V – ANNUAL MEETING

SECTION 1

Annual Meetings shall be held on the second Tuesday in September each year for the purpose of electing the Executive Board and Board of Directors, receiving reports, reviewing the bylaws, appointing committees, and for the transaction of such business as may properly come before the meeting.

  1. a)  The Board Members and League Members shall receive at the Annual Meeting a report, verified by the President and Treasurer, or by majority of the Executive Board, showing:

    1. The condition of the Corporation, to be present by the President or his/her designate.

    2. A general summary of funds received and expended by the Corporation for the previous

      year, the amount of funds currently in possession of the Corporation, and the name of

      the financial institution in which such funds are maintained.

    3. The whole amount of real property owned by the Corporation, where located, and

      where and how invested.

  2. b)  After election, all appointed Board Members shall assume the performance of duties on October

    1. A Board Member’s term of office shall continue until its successors are elected and qualified

    under this section.

  3. c)  The Executive Board shall include, at minimum, the President, Vice President, Treasurer,

    Secretary, and Player Agent. The Board of Directors shall include, at minimum, 6 members.

    SECTION 2

Voting- All voting must be done in person at the Annual Meeting. Any League Member and Board

Member can vote on any motion, or nominations.

Quorum – At any Annual Meeting, the presence of 51% of the Board Members shall be necessary to constitute a quorum. If a quorum is not present, no business shall be conducted.

Election – Executive Board and Board of Directors shall be elected at the Annual Meeting and serve for one year until their successors are elected. The President can appoint a committee to make nominations, having turned nominations over to the Secretary 2 weeks prior to the Annual Meeting. This procedure of the election shall in no way prevent nominations at the time of election. All Executive Board Members and Board of Directors shall be elected by secret ballot and a majority of the votes cast is sufficient for election. Should an appointment decline to accept the position, the President shall appoint a member temporarily until the next meeting at which time a vote will be taken.

ARTICLE VI –BOARD MEMBERS

Board Members consist of all elected Executive Board (President, Vice President, Treasurer, Secretary, Player Agent) and the Board of Directors which include 6 elected members.

SECTION 1

Officers of the Board: Duties and Powers

The management of the property and affairs of the Corporation shall be vested in the Executive Board consisting of President, Vice President, Secretary, Treasurer, and Player Agent, all of whom shall hold office for the ensuring year or until their successors are duly elected. The Executive Board should not be actively engaged or appointed in the promotion and/or operations of any other baseball or softball program not affiliated with Smithsburg Little Sluggers. The Executive Board may adopt such rules and regulations for the conduct of its meetings and the management of the Corporation as it may deem proper, provided such rules and regulations do not conflict with the bylaws.

The President Shall –

  1. a)  Conduct the affairs of the Local League and execute the policies established by the Executive Board.

  2. b)  Present a report of the condition of the Corporation at the Annual Meeting.

  3. c)  Communicate to the Executive Board such matters as deemed appropriate and make such

    suggestions as may tend to promote the welfare of the Corporation.

  4. d)  Be responsible for the conduct of the Corporation in strict conformity to the policies, principles,

    Rules and Regulations of Cal Ripken Baseball and Softball, as agreed to under the conditions of

    charter issued to the Corporation by that organization.

  5. e)  Designate in writing other Board Members to have power to make and execute for/and in the

    name of the Corporation such contracts and leases they may receive, and which have had prior

    approval of the Board Members.

  6. f)  Investigate complaints, irregularities, and conditions detrimental to the Corporation and report

    thereon to the Board as circumstances warrant.

  7. g)  Prepare and submit an annual budget to the Board and be responsible for the proper execution

    thereof.

  8. h)  With the assistance of the Player Agent, examine the application and support proof-of age

    documents of every player candidate and certify to residence and age eligibility before the

    player may be accepted for tryouts and selection.

  9. i)  The President can manage any team in the league but must also conform to duties of President

The Vice President Shall –

  1. (a)  Perform the duties of the President in the absence or disability of the President, provided he or she is authorized by the President or Board so to act. When so acting, the Vice President shall have all the powers of that office.

  2. (b)  Manage and monitor League email correspondence.

  3. (c)  Perform such duties as from time to time may be assigned by the Officers of the Board or by the

    President.

The Secretary Shall –

(a) Be responsible for recording the activities of the Local League and maintain appropriate files, mailing lists and necessary records.

(b) Maintain a list of all Board Members and committee members and give notice of all meetings of the Corporation.

(c) Keep the minutes of the Board Meetings and Annual Meeting and cause them to be recorded in a book kept for that purpose.

  1. (d)  Conduct all correspondence not otherwise specifically delegated in connection with said meeting.

  2. (e)  Notify Board Members and committee members of their election or appointment.

  3. (f)  Maintain a calendar of events for the running of the Board.

The Treasurer Shall –

  1. (a)  Perform such duties as are herein set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Executive Board.

  2. (b)  Receive all monies and securities, and deposit same in a depository approved by the Executive Board.

  3. (c)  Keep records for the receipt and disbursement of all monies and securities of the Corporation, including the Auxiliary, approve all payments from allotted funds and draw checks therefore in agreement with policies established in advance of such actions by the Executive Board. All disbursements by check must have dual signatures.

  4. (d)  Prepare an annual budget, under the direction of the President, for submission to the Board at the Annual Meeting.

  5. (e)  Prepare an annual financial report, under the direction of the President, for submission at the Annual Meeting.

The Player Agent Shall –

  1. (a)  Record all player transactions and maintain an accurate and up-to-date record thereof.

  2. (b)  Receive and review applications for player candidates and assist the President in verifying

    eligibility.

  3. (c)  Conduct the tryouts, the player draft and all other player transaction or selection meetings.

  4. (d)  Prepare the Player Agent’s list.

  5. (e)  Prepare for the President’s signature and submission to Babe Ruth Little League, team rosters,

    including players claimed, and the tournament team eligibility affidavit.

  6. (f)  Notify Babe Ruth Little League of any subsequent player replacements or trades.

  7. (g)  Administer the divisional player pool.

  8. (h)  Coordinate and create practice and game schedules in conjunction with the President when there

is no Scheduling Coordinator.

Board of Directors: Duties and Powers

SECTION 2

The Board of Directors consist of 6 members appointed at the Annual Meeting to serve for 1 year.

Duties - Subject to the provisions of applicable laws, the activities and affairs of this Corporation shall be conducted, and all corporate powers shall be exercised by or under the direction of the BoD. It shall be the duty of the BoD to transact all business of the Corporation, plan its progress and authorize all payments of funds.

Meetings –Board of Directors are eligible to vote at all Board Meetings if they have attended in person at least 50% (starting October 1st when they take official office) of the scheduled meetings at the time of the vote. Secretary will be responsible for keeping track of those eligible. All Board of Directors are eligible to vote at the Annual Meeting.

SECTION 3

Increase in Numbers - The number of Board Members may be increased at any Board Meeting or Special Meeting. If the number is increased, the additional Members may be elected at the meeting at which the increase is voted, or at any subsequent Board Meeting. All elections of additional Board Members shall be by majority vote of all members present.

Vacancies – If any vacancy occurs on the Board, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Executive Board at any regular Board Meeting or at any Special Board Meeting called for that purpose or they may wait till the September meeting to fill the open seat.

Removal and Resignation – Any Member may be removed, either with or without cause, by the Executive Board at any time. Any Board Member may resign giving written notice to the Executive Board. Any such resignation shall take effect immediately, turning over all league documents, records, possessions, and keys.

ARTICLE VII – OTHER COMMITTEES

SECTION 1

The Executive Board shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Executive Board shall deem advisable and which it may properly delegate.

Division Rep Committee – A representative from each baseball and softball division of play shall be selected each year. Committee shall represent the respective division and be the first line of communication between the players and families and the Executive Board.

Sponsorship/Fundraising Committee - To solicit and secure local sponsorships to support the Corporation’s operations. Committee shall collect and review sponsorship and fundraising opportunities, organize and implement approved fundraising activities, coordinate participation in fundraising activities, and maintain records of monies secured through sponsorship and fundraising initiatives.

Concessions Committee – To maintain the operation of concession facilities. Committee shall be responsible for the management of the concession sales at league events, supervise the coordination of

volunteer schedules with Managers and Team Parents, organize and keep record of concession products and material, and train volunteers. Committee will not be responsible for purchasing of concession materials or providing approval for purchase of maintenance services without prior approval and purchase order from the Executive Board.

Umpire-in-Chief – Shall coordinate and schedule umpires for all games and assist in arbitration of any disputes. They shall administrate qualification and certifications of all Umpires. They shall be certified by the sanctioning body.

Grounds Committee - Shall be responsible for the care and maintenance of the playing field(s), buildings, and grounds. It shall operate within the amount appropriated in the approved budget for that purpose.

Equipment Committee – Shall secure bids on needed supplies and equipment and make recommendations for their purchase to the Board. Shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning, and storage thereof at the close of the season.

ARTICLE VIII – AFFILIATION

SECTION 1

Charter – The Corporation shall annually apply for a charter from Babe Ruth League and shall do all things necessary to obtain and maintain such charter. The Corporation shall devote its entire energies to the activities authorized by such charter, and it shall not be affiliated with any other program or organization or operate any other program.

SECTION 2
Rules and Regulations - The Official Playing Rules and Regulations as published by Babe Ruth League

shall be binding on this Corporation.

Local Rules and Ground Rules – The local rules and ground rules of this Corporation shall be adopted by the Executive Board at a meeting to be held not less than one month before the first scheduled game of the season, but shall in no way conflict with the Rules, Regulations and Policies of Babe Ruth League Baseball and Softball. The local rules and ground rules of this Corporation shall expire at the end of each fiscal year and are not considered part of this Bylaw.

ARTICLE IX - FINANCIAL AND ACCOUNTING

SECTION 1
Authority - The Executive Board shall decide all matters pertaining to the finances of the Corporation

and it shall place all income in a common league treasury, directing the expenditure of funds in such manner as will give no individual or team an advantage over those in competition with such individual or team.

Contributions - The Board shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of the Corporation, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the Corporation.

Solicitations- The Board shall not permit the solicitation of funds in the name of Babe Ruth League unless all the funds so raised be placed in the Corporation treasury.

Disbursement of Funds- All disbursements shall be made by check or Corporation debit card. All checks shall be signed by the Treasurer and such other Executive Board Member or persons as the Executive Board shall determine.

Compensation - No Board Member or League Member shall receive, directly or indirectly any salary, compensation, or emolument from the Corporation for services rendered as Director, Board Member, or League Member.

Deposits - All moneys received shall be deposited to the credit of the Corporation in/at First United Bank.

Fiscal year - The fiscal year of the Local League shall begin on November 1 and shall end on October 31.

Distribution of Property upon Dissolution - Upon dissolution of the Local League and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the Corporation to another Federally Incorporated entity which maintains the same objectives as set forth in Article II of this Constitution, which are or may be entitled to exemption under Section 501- (C)(3) of the Internal Revenue Code or any future corresponding provision.

ARTICLE X – AMENDMENTS

This Constitution may be amended, repealed, or altered in whole or in part by a majority vote at any duly organized meeting of the Officers of the Board and/or League Members provided notice of the proposed change is included in the notice of such meeting. All amendments shall be in writing and handed to the Secretary and given to all Board Members. Any motion for amendments shall be tabled for ten (10) days, at which time these proposed amendments would be read and voted on.

This Constitution was voted on and approved by the Executive Board and Board of Directors on January 3, 2023.