YELLOW SPRINGS YOUTH BASEBALL, INC.
Adopted May 22, 2014
Amended April 21, 2018
ARTICLE I – NAME
This organization shall be known as Yellow Springs Youth Baseball, Inc., hereinafter referred to as “YSYB” or “Local League.” YSYB has been established as a non-profit corporation under the laws of the State of Ohio.
ARTICLE II – OBJECTIVE
The objective of YSYB shall be to provide a supervised program of competitive baseball and/or softball games to foster interest and training in, and appreciation of, youth baseball through not-for profit athletic, social and educational activities and to promote the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so participants may be well adjusted, stronger and happier children and will grow to be good, decent, healthy and trustworthy citizens.
YSYB may affiliate with such state and national baseball organizations as the Board of Directors deems appropriate; and exercise all powers conferred by provisions permitted by Chapter 1702 of the Ohio Revised Code governing nonprofit corporations. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary, and the molding of future citizens is of prime importance.
YSYB is organized solely for charitable, educational, religious or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code and YSYB shall not conduct or carry on any activities not permitted to be conducted by an organization exempt under section 501(c)(3) of the Internal Revenue Code. No part of the net earnings shall inure to the benefit of any private shareholder or individual; 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 political campaign on behalf of any candidate for public office.
ARTICLE III – PRINCIPLE SITES OF OPERATION
The principle operations of YSYB shall be in and about the Village of Yellow Springs, Greene County, Ohio, but may be extend to such areas as deemed necessary by the Board of Directors.
ARTICLE IV - MEMBERSHIP
Classes. There shall be the following classes of Members:
(a) Player Members. Any player candidate meeting YSYB eligibility requirements shall be eligible to compete for participation. Player Members shall have no rights, duties or obligations in the management or in the property of the Local League.
(b) Regular Members. Any adult person actively interested in furthering the objectives of YSYB may be a member. Regular Members of the league automatically include all current Managers, Coaches, Volunteer Umpires, Board Members, Officers of the Board, parents of children participating on a team and any other person who is recognized by the Board as a volunteer in YSYB. Only Regular Members in good standing are eligible to vote at General Membership Meetings. The secretary shall maintain the roll of membership to qualify voting members. All Officers, Board Members, Committee Members, Managers, Coaches, Volunteer Umpires and other elected or appointed officials must be active Regular Members in good standing.
Membership may be terminated by resignation or action of the Board of Directors in accordance with Article VI, Section 6.
ARTICLE V - BOARD OF DIRECTORS
Authority. The management of the property and affairs of YSYB shall be vested in the Board of Directors.
Number of Directors. The number of Board of Directors is not less than 3 or more than 7 or as otherwise set at the Annual Meeting or Special Meeting of Regular Members.
Officers. The Officers of the Board of Directors shall include, at a minimum, the President, Vice President, Treasurer, and Secretary. The Treasurer and Secretary positions may be combined and held by a single Director. Up to three at-large Directors may be elected by the Regular Members.
Vacancies. If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose.
Board Meetings, Notice and Quorum. Regular meetings of the Board of Directors shall be held as soon as possible following the Annual Meeting and thereafter at least once per year or as otherwise determined by the Board.
(a) The President or the Secretary may, whenever they deem it advisable, or the Secretary shall at the request in writing of Directors, issue a call for a Special Board Meeting. In the case of Special Board Meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
(b) Notice of each Board meeting shall be given by the Secretary personally, electronically or by mail to each Director at least 5 day(s) before the time appointed for the meeting to the last recorded address of each Director.
(c) A simple majority of members of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, no business shall be conducted.
(d) Only members of the Board of Directors may make motions and vote at meetings of the Board of Directors.
Duties and Powers. The Board of Directors shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate. The Board may adopt such rules and regulations for the conduct of its meetings and the management of YSYB as it may deem proper, provided such rules and regulations do not conflict with these Articles of Incorporation. The Board shall also have the power by a two-thirds vote of those present at any regular Board or Special Board Meeting to discipline, suspend or remove any Director, Officer, Committee Member or Regular Member of YSYB.
Rules of Order for Board Meetings. Robert’s Rules of Order shall govern the proceedings of all Board of Directors meetings, except where same conflicts with these Articles of Incorporation.
ARTICLE VI – GENERAL MEMBERSHIP MEETINGS
Annual Meeting. The Annual Meeting shall be held each year for the purpose of electing the Board of Directors and conducting other business as necessary. The time and place of the meeting shall be determined by the Board of Directors.
(a) Voting Members. Only Regular Members shall be entitled to make motions and vote at General Membership Meetings Regular members in good standing shall have one (1) vote for each elected office and other motions put to a vote of Regular Members during the Annual Meeting. The Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings.
Quorum. The presence of person or by proxy of no less than 6 Regular members shall be necessary to constitute a quorum at all Annual Meetings.
Board of Directors Election and Term. At the Annual Meeting, the Regular Members shall determine the number of Directors to be elected for the ensuing year and shall elect such number of Directors, although the number of directors to be elected may not be less than 3 or more than 7. After the Board of Directors is elected, the Board shall meet to elect the officers. After the election, the Board of Directors shall immediately assume the performance of its duties. The Board’s term of office shall continue until its successors are elected at a subsequent annual meeting.
Rules of Order for Annual Meetings. Robert’s Rules of Order shall govern the proceedings of all Annual Meetings, except where same conflicts with these Articles of Incorporation.
ARTICLE VII - DUTIES AND POWERS OF THE BOARD
Appointments. The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each. Appointed officers or agents shall have no vote on actions taken by the Board of Directors unless such individuals have been elected to the Board by the membership or have been elected to fill a vacancy on the Board. The Board of Directors may also appoint additional directors up to the maximum number as specified in Article V, Section 2, by a majority vote of the then current Directors conducted at an regular or special meeting of the Board of Directors.
President. The President shall preside at all meetings of this league and to perform all duties usually pertaining to this office. In the event the President is not available, the order of succession to conduct the business of the league will be as follows: Vice President, Secretary, and Treasurer.
Vice President. The Vice President shall 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. The Vice President shall also perform such duties as from time to time may be assigned by the Board of Directors or by the President.
Secretary. The Secretary shall be responsible for recording the activities of the Local League and maintain appropriate files, mailing lists and necessary records and perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary or as may be assigned by the Board of Directors.
Treasurer. The Treasurer shall 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 Board of Directors, including:
(a) Receive all moneys and deposit same in a depository approved by the Board of Directors.
(b) Keep records for the receipt and disbursement of all moneys of YSYB, approve all payments from allotted funds and draw checks therefore in agreement with any policies established in advance of such actions by the Board of Directors.
(c) Prepare an annual budget and financial report, under the direction of the President, for submission to the Board of Directors at the Annual Meeting.
ARTICLE VIII - COMMITTEES
The board of directors shall have the discretion to form committees and appoint individuals to handle specific functions of YSYB, including but not limited to, management and oversight of the individual leagues, handling of volunteer umpires, concessions for special events, tournament operations, and fund raising. The specific duties of each committee or individual shall be determined by the appropriate director or by the board of directors, as deemed necessary.
ARTICLE IX – RULES, REGULATIONS AND ELIGIBILITY REQUIREMENTS
Rules and Regulations. The Official Playing Rules and Regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be used by YSYB.
Local Rules and/or Ground Rules. The local rules and/or ground rules of YSYB shall be adopted by the Board of Directors. The local rules and/or ground rules of YSYB shall expire at the end of each fiscal year, and are not considered part of this Constitution.
Eligibility Requirements. Player Eligibility Requirements shall be as established and adopted by the Board of Directors.
ARTICLE X - FINANCIAL AND ACCOUNTING
Authority. The Board of Directors shall decide all matters pertaining to the finances of YSYB and it shall place all income in a common league treasury, directing the expenditure of funds by the Treasurer 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 YSYB, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of YSYB.
Solicitations. The Board shall not permit the solicitation of funds in the name of any organization other than YSYB.
Disbursement of Funds. The Board shall not permit the disbursement of funds for other than the conduct of YSYB activities in accordance with the provisions of these Articles of Incorporation. All disbursements shall be made by check or debit card. All checks shall be signed by the Treasurer or President or such other officer or officers or person or persons as the Board of Directors shall determine. All debit card transactions should be executed only by the Treasurer, President or other such officer or officers or persons or persons as the Board of Directors shall determine.
Compensation. No Director, Officer or Member of YSYB shall receive, directly or indirectly any salary, compensation or emolument from YSYB for services rendered as Director, Officer or Member.
Deposits. All monies received, shall be deposited to the credit of YSYB in an FDIC insured account at a U.S. financial institution as determined by the Board of Directors.
Fiscal year. The fiscal year of the Local League shall begin on January 1st and shall end on December 31st.
Distribution of Property and/or Assets upon Dissolution. Upon the dissolution of YSYB, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the association, dispose of all of the property and assets of the association exclusively for the purposes of the association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.
ARTICLE XI – AMENDMENTS
These Articles of Incorporation may be amended, repealed or altered in whole or in part by (i) a two-thirds (2/3) majority vote of the Board of Directors at any duly organized meeting of the Board or (ii) a majority vote of Regular Members at any duly organized meeting of the Members, provided notice of the proposed change is included in the notice of such Board of Directors or Annual or Special Meeting of Regular Members.