BY-LAWS OF Henderson County Girls Softball Association

ARTICLE I:  NAME OF ORGANIZATION

The name of the organization shall be the Henderson County Girls Softball Association, referred to in these bylaws as HCGSA or the Association.

ARTICLE II:  PURPOSE OF ORGANIZATION

The purpose for which the foundation is organized is to promote a positive shaping of the physical, mental, and emotional development of our children. Coordinate all activities required to provide a vehicle of training for softball.

ARTICLE III:  LOCATION OF ORGANIZATION

The principal location of the Association shall be in the Henderson County area of the state of Texas.  The mailing address for the Association shall be PO Box 2051, Athens Texas 75751.  The Association may have other locations and/or mailing addresses as designated by the Executive Board.

ARTICLE IV:  MEETINGS OF HCGSA

A.     Annual Meetings:  An annual meeting of the members of the Association shall be held by the last Sunday of the month of August of each year hereafter to elect all officers and other members of the Executive Board as well as the members of the General Board for the succeeding year and to transact such other business that may properly be brought before it.

B.     Special Meetings:  Special meetings may be called at any time by the President or by consensus of the Executive Board.

C.      Voting:  All votes shall be taken according to the actual count of a show of hands or verbally and except as otherwise provided by law or by the by-laws, the majority vote of all members present shall be sufficient to transact any business of the Association at such meetings.

D.     Meetings:  Meetings of the general membership, including the annual meeting, are open and shall be held in person.  Meetings of the Executive Board do not have to be held in person, but can be held by electronic means.  (e. g. email, etc.)  Meetings of the Executive Board are closed, but can be opened at the discretion of the Board.

E.      Quorum:  A quorum of the Executive Board shall consist of a majority of its members.  A quorum of a meeting of the general membership shall consist of those members present.

ARTICLE V:  OFFICERS, EXECUTIVE AND GENERAL BOARD

A.      Executive Board Members:  There shall be five (4) officers of the Association consisting of a President, Vice-President, Secretary, and Treasurer. No two Executive Board Members shall be immediate family.

B.     Duties of Executive Board Members:  The powers and duties of the Executive Board Members of the Association shall be such duties and powers as follows and may be from time to time reviewed and augmented by the Executive Board.

1.      PRESIDENT:  The President is the highest ruling authority of the Foundation.  The President shall preside at all meetings of the membership and the Executive Board.  He/She shall act as liaison between the Foundation and local governmental entities, state league affiliates and organizations, and other local youth sports organizations.  The President shall exercise all duties and responsibilities as outlined herein and required by the state or national organization to which the Foundation is affiliated.

2.      VICE-PRESIDENTS:  The Vice-Presidents are the second highest ruling authorities of the Foundation.  The Vice-Presidents shall preside at all meetings of the membership and the Executive Board in the absence of the President.  They shall also act as liaison between the Foundation and local governmental entities, state league affiliates and organizations, and other local youth sports organizations in the absence of the President.  The Vice-Presidents shall exercise all duties and responsibilities as outlined herein and required by the state or national organization to which the Foundation is affiliated and designated by the President. He/ She shall have the responsibility for the PO Box key and all mail therein. 

3.      SECRETARY:  The Secretary shall keep the minutes of all meetings of the membership and the Executive Board.  He/She shall be custodian and historian of all the books and records of the Foundation.  He/She shall exercise all duties incident to the office of the Secretary and as designated by the President and Executive Board. 

4.      TREASURER:  The Treasurer shall have charge and custody of and be responsible for all the funds and securities of the Foundation.  He/She shall receive and give receipts for monies due and payable to the Foundation from any source whatsoever, and deposit all such monies in the name of the Foundation in such banks, trust companies, or other depositories as shall be authorized and selected by the Executive Board.  No league monies shall be reimbursed or paid without proper legal receipts and/or documentation.  He/She shall exercise all duties incident to the office of the Treasurer and as designated by the President and Executive Board. 

C.      General Board Members:  The General Board shall consist of the current Executive Board Members of the Association as well as eight (8) other general board members for a total of twelve (12) members.

D.     Meetings:  The President may call meetings of the current Executive Board Members and/or the General Board at any time.  The President or person he selects will give notice of said meeting to each board member.

E.      Terms of Office:  The members of the Executive and General Boards shall be elected by the members present at each annual meeting hereafter and shall serve a term of one (1) year duration.  Individuals must be present to accept nominations.  These terms become effective with the current fiscal year.

F.      Removal from Office or Board:  The Executive Board may remove any board member with just cause by two-thirds (2/3) vote of its current members.   Any board member missing two (2) consecutive meetings of which they were notified may be removed from office or placed on probation at the discretion of the Executive Board by majority vote.  Any member of the Executive Board can be removed by majority vote at any duly called meeting of the general membership.

G.     Vacancies:  Any vacancy of the Executive Board resulting from death, resignation, removal, disqualification, or any other reason, may be filled by the Executive Board for the remainder of the unexpired term.

ARTICLE VI:  COMMITTEES

Committees may be appointed and/or elected as needed by the President, Executive Board, and/or general board.  Committee members shall serve a term of up to one (1) year.

ARTICLE VII:  AMENDMENTS

These by-laws may be altered, amended, repealed, or added to by a majority of the membership of the Association present at the annual meeting or any special meeting of said membership providing the agenda of such special meeting includes such considerations of amendment.  Notice of the special meeting shall include notice of such alteration, amendment, repeal, or addition in order for same to be considered at such meeting.

ARTICLE VIII:  FISCAL YEAR

The fiscal year shall begin the 1^st day of September and end on the 30^st day of August of each year.

ARTICLE IX:  COMPENSATION OF OFFICERS

There shall be no compensation of the Executive Board of the Association.  Nor, can any such compensation of said Board for their performance of duty be authorized.

ARTICLE X:  DISSOLUTION

The dissolution of the Association may be authorized by a majority of the members at the annual or duly called special meeting providing the notice of the meeting contains the intention to consider dissolution.  Upon the dissolution of the Association, the Executive Board shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association exclusively for the purpose of the Association in such manner, or to such organization or organizations established and operated exclusively for the purpose of the various baseball & softball of East Texas, as shall at the time qualify as an exempt organization or organizations under Section 501(c)4 or Section 501(c)7 of the Internal Revenue Code of the United States (or the corresponding provision of any future United States internal revenue law), as the Executive Board shall determine.  Any such assets not so disposed of shall be disposed of by the District Court of Henderson County, Texas, in which the principal office is located, exclusively for such purposes, or to such organization or organizations, which may include any political subdivision of the State of Texas, as said Court shall determine.

Board Policy Amended 9/20/2023