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BrookhavenBabeRuth 

P.O. Box 1125 

Brookhaven, PA 19015 

  

Bylaws of 

Brookhaven Babe Ruth  

Baseball, Inc. 

2023

Table of Contents 

Article 1 – Name 

Article II – Purpose and Mission

Article III – Affiliation 

Article IV – Principal Area of Operation 

Article V – General Grant of Powers 

Article VI – Membership in the Organization

Article VII – Management and Governance of the League 

Article VIII – Board Meetings 

Article IX – Annual and Special Meetings 

Article X – Amendments to the Bylaws 

Article XI – Rules and Regulations 

Article XII – Board Liability and Indemnification 

Article XIII – General Provisions 

Article XIV - Process for the Resolution of Alleged Violations

Article XV - Resolution of OrganizationArticle I – Name 

The name of this organization shall be Brookhaven Babe Ruth Baseball, Inc.  (hereinafter referred to as the “League” or “Organization”). 

Article II – Purpose and Mission 

The League is organized as a Pennsylvania Nonprofit Corporation and its Mission is to  develop and operate a youth baseball and/or softball program in affiliation with Babe Ruth League, Inc., a New Jersey corporation, in conformity with and pursuant to the  principles, rules and regulations enunciated by said Babe Ruth League, Inc. 

In conjunction with such purposes, the League, through the medium of an organized, competitive baseball and/or softball program, guided and governed by the Babe Ruth  League, Inc., will seek to implant in the youth of the community ideals of good  sportsmanship, honesty, loyalty, courage and reverence, so they may be finer, stronger  and happier youth who will grow to be good, clean, healthy, and happy adults. 

Article III – Affiliation 

The League shall be affiliated with Babe Ruth League, Inc., a New Jersey corporation, and shall be governed by, and shall comply with the principles, rules and regulations  enunciated and decreed by Babe Ruth League, Inc. 

Article IV – Principal Area of Operation 

The League shall operate principally in and about the Borough of Brookhaven, Delaware County, Pennsylvania, but it may extend into such other areas as provided for by the 

Board (as defined herein), as well as any Babe Ruth League, Inc., Federal, State, Regional, and National rules and regulations. 

Article V – General Grant of Powers 

Without intending to limit itself in any way, in addition to the powers expressly or implicitly conferred on it herein and by law, the League shall have the following powers: 

To do all those things customarily associated with the operation of a non-profit corporation and youth baseball league, including making and enforcing rules and regulations to govern itself on a local basis, but always consistent with and not contrary to any laws, rules and ordinances and the rules and regulations promulgated by Babe  Ruth, Inc., or by the Regional, or State echelons of said Babe Ruth League, Inc., to which the League is subject. 

Article VI – Membership in the Organization 

  1. Eligibility – Regardless of sex, race, color, creed, national origin, any person 18 years of age or older who: 

    1. (1) resides in the area of operation, 

    2. (2) is of good moral character, 

    3. (3) enrolls a child in the League, 

    4. (4) pays the applicable registration fee

    5. (5) abides by the Code of Conduct as explained herein, 

shall be eligible for  membership in the League. 

Membership in the organization is also open to  members of the general public who:

  1. (1) reside in the area of operation, 

  2. (2) are of  good moral character, 

  3. (3) abide by the Code of Conduct, 

  4. (4) attend a minimum of  51% of the general membership meetings in the preceding year, 

  5. (5) who devote a minimum of 20 hours of community service to the League. 

B. Term – the term of membership shall be one year. 

C. Rights of Membership – Members in good standing, as defined herein, shall have the right to vote on any issue of agenda at the Annual Meeting of the Membership. 

D. Member in Good Standing – Members in good standing must meet the eligibility requirements herein and abide by the Code of Conduct. 

Article VII – Management & Governance of the League 

A. Management in General – The property (both real and personal, if any) and  business of the League shall be governed by the Board of Directors (the “Board”), which shall consist of no more than fifteen (15) members. Each member of the  Board shall hold at least one officer position as herein defined. Each Board  member shall be entitled to only one vote, no matter how many officer/committee  positions he or she may hold. 

B. Eligibility – Each Board member must be a member in good standing as defined  herein. In addition, a Board member with 3 consecutive unexcused absences of Board meetings shall be deemed to have voluntarily vacated his or her position. If the legitimacy of the absence is questioned, it shall be presented to the Board for vote. Each member must meet all Babe Ruth and Federal, State, and Local requirements for  participation in the League. Failure to meet these requirements requires mandatory vacating of position. Said  vacated position shall be filled as described below, furthermore, 

C. Term – Each Board member shall serve a two-year term, which shall be staggered so that not more than one-half the Board positions shall be up for re-election in any year. All terms commence on the day after the Annual Meeting at which they were elected. Any Board member may succeed him or herself and/or run for re-election. 

D. Board Member Election Process – The nomination and election of board  members shall be held at the Annual Meeting of the membership as herein  described. The Secretary shall post a list of candidates at the Club House, one (1)  week prior to the Annual meeting of the Membership, at which time all  nominations will be considered closed. Voting shall be by written ballot. Unless the Board appoints an Election and Nomination Audit Committee, the sitting  Treasurer shall count the ballots and the sitting Secretary shall confirm the count.  The results will be announced by the sitting President. The nominee for each  office receiving the highest number of votes shall be declared elected to the Board at that position. Any nominee that runs unopposed for any office shall be deemed elected to the Board at that position unless by the affirmative vote of majority of  the membership present and voting the membership rejects that nominee. 

E. Vacancies in the Board – Any vacancy in any office on the Board of Directors shall be filled by the Board in its sole discretion. Any person appointed to fill a  vacancy shall serve the duration of previous officer’s term. 

F. Officers – List of Board of Directors Positions 

1. President 

2. Vice President 

3. Treasurer 

4. Recording Secretary 

5. Snack Bar Coordinator(s), (2) 

6. Player Agent/Tournament Director 

7. Teener Division Coordinator 

8. Field Maintenance Manager 

9. Equipment Manager 

10. Events Coordinator 

 

G. Duties of officers 

1. President – The President will be the Chief Executive Officer of the  League and will preside at the Annual Meeting of the Membership, and  the meetings of the Board of Directors. He or She shall have general active  management of the business of the League, and shall see that all orders  and resolutions of the Board of Directors are carried out, and shall execute  all bonds, mortgages, and all contracts of this League. 

2. Vice President – The Vice President shall be vested with all the powers  and shall perform all of the duties of the president during the absence of  the latter, and shall have such other duties as may, from time to time, be determined by the Board of Directors, and shall be a member ex-officio of  all committees within the League. 

3. Treasurer – The Treasurer, under the direction of the Board of Directors,  shall have charge of all funds of the League and shall deposit it in the  name of the League into depositories designated by the Board of  Directors. He or she shall make a complete and accurate report of the  finances of the League at the Annual Meeting of the Membership, and at  all meetings of the Board of Directors. The Treasurer shall make all  records available for an audit in December of each year. The Treasurer  shall have the authority to endorse checks on behalf of the League and do  all those things customarily associated with the office of treasurer in a  corporation. The Treasurer shall be responsible for all filings with the Internal Revenue Service regarding the status of the 501c3 non-profit status.

4. Secretary – The Secretary will attend all meetings of the Board of  Directors and the Annual Meeting of the membership. The Secretary shall  act as the clerk thereof, and shall record all votes and minutes of all  proceedings in a book or electronic format to be kept for that purpose.  Such records shall be kept accurate and the Secretary shall be prepared to read the same at the request of the presiding officer at any subsequent  meeting. The Secretary shall post all notices of all meetings at the Club  House, as may be required by the Bylaws, and notify the Board of  Directors of any special meetings. He or she shall be the custodian of the  corporate seal, and of all the books and records of this Association. He or  she shall maintain and update the membership list and shall be charged  with the duty of affixing the seal on any League document signed by the President. 

5. Snack Bar Coordinator(s) - The Snack Bar Coordinator(s) shall be a  member of the Board of Directors and be responsible in all respects for the operation of the Snack Bar. He or she shall also prepare a monthly report  of finances to the Board of Directors. 

6. Player Agent/Tournament Director – The Player Agent/Tournament  Director shall be a member of the Board of Directors and be responsible  for organizing, implementing, scheduling, overseeing and supervising  registration, tryouts, drafts, and game scheduling within the League. He  or she shall also be responsible for organizing, implementing, scheduling,  overseeing and supervising League Tournaments and assisting in the  selection of Tournament Teams. The player agent, in coordination with the board, may appoint members to assist with the coordination of the various age divisions of the league. These "division coordinators" shall assist the player agent with the administration of baseball activities during the spring or fall season.

7. Teener Division Coordinator – The Teener Division Coordinator shall  be the chairperson of and be responsible for the Teener Division  Committee. The Teener Division Committee shall consist of at least one  (1) but not more than three (3) members in addition to the Coordinator.  The Teener Division Coordinator and Committee shall be responsible in  all respects for operation of the Teener Division. 

8. Field Maintenance Manager – The Field Maintenance Manager shall be  a member of the Board of Directors and be responsible for the  maintenance and repair of the grounds and buildings owned and or leased  and or operated by the League. He or she shall also be in charge of all improvements to the grounds and buildings, whether capital improvements  or otherwise, and shall request funding for the same from the Board of  Directors. He or she shall also make a report for the Annual Meeting of  the Membership. The field maintenance manager shall be the chairperson/coordinator of the field maintenance committee. If a committee is established the committee shall consist of at least (1), but not more than three (3) members in addition to the coordinator. The committee shall be responsible for all aspects and coordination of field maintenance activities.

9. Equipment Manager – The Equipment Manager shall be the chairperson  of, and be responsible for, the Equipment Committee, which shall consist  of at least one (1) but not more than three (3) members. Members of the  Equipment Committee other than the Coordinator may, but need not be,  members of the Board. The Equipment Coordinator and/or Committee  shall oversee the purchase of all equipment and uniforms for all sports,  and the allocation of said equipment and uniforms among the teams. It  shall also be responsible for the maintenance, storage, and security of all  such equipment and uniforms. This Coordinator shall make a report to the  Board of Directors at each meeting thereof, and shall file a written report  for the Annual Meeting of the Membership. 

10. Events & Activities Coordinator – The Events & Activities Coordinator shall be the chairperson of, and be responsible for, the Events & Activities  Committee, which shall consist of at least one (1) but not more than three  (3) members. Members of the events & Activities Committee other than  the Events & Activities Coordinator may, but not need be, members of the  Board. The Events & Activities Coordinator and/or Committee shall be  responsible for all fund raising activities and League events. It shall also  be responsible for ensuring that no individual team and/or sport and/or  member of the League engages in any fund raising activity for that  individual team or sport, which is strictly prohibited. This Coordinator  shall make a report to the Board of Directors at each meeting thereof, and  shall file a written report for the Annual Meeting of the Membership. 

Article VIII – Board Meetings 

A. Frequency – The Board of Directors shall meet at such times and places as the  Board shall determine but at least eight (8) times per year, and shall also meet at  the call of the President. The President shall call a special meeting of the Board of  Directors upon the request of five (5) members of the Board or on the presidents’  own accord. Each Board Member shall be entitled to seven (7) days notice of any  special meeting. An agenda shall be prepared by the President and distributed  with the notice of any special meeting. 

B. Quorum – Sixty percent (60%) of the members of the Board of Directors shall constitute a quorum at any meeting of the Board. 

C. Attendance – Unless excused by the Board, any member of the Board who is  absent from three (3) consecutive Board meetings shall be deemed to have  resigned from the Board of Directors and his membership thereon shall be  immediately terminated. The vacancy thereby created shall be filled in accordance  with the provisions of Article VI. 

D. Offices and Votes – A person may hold more than one (1) office of the Board of  Directors. He or she shall nevertheless have only one (1) vote regardless of the number of offices held. All Board action except as described herein shall be by the vote of the majority of those Board Members present and constituting a quorum at a meeting. 

E. Order of Business at Board Meetings 

1. Call to Order, by the presiding officer. 

2. Roll Call by the Secretary 

3. Reading of the minutes of the previous meeting, by the Secretary. 

4. Treasurer’s report. 

5. Reports of the Coordinators/Committees/Officers 

6. Unfinished Business 

7. New Business 

8. Adjournment 

F. Executive and other Committees of the Board of Directors – The President  may establish an Executive Committee and such other Committees of the Board  to assist the President in the day-to-day management of the League. 

Other Committees and positions which may be filled by the Board include but are not limited to: Food Service Committee, Nomination and Election Audit Committee, Booster Club Committee, Managers Committee, Sports Records Committee, Sponsors Committee. 

 

Article IX – Annual and Special Meetings 

  1. Time and Place - There shall be an Annual Meeting of the Membership of the  League, which shall be held in the Club House or such other place as determined by the  Board on the first Wednesday of November each year, unless the Board of Directors, by  resolution duly passed, shall change the time or place of the meeting. In the event of such  change, notice of the time and place of such meeting shall be posted at the Club House  and on the website on or before October 15th of such year. 

  2. Notice – Notice of the Annual Meeting shall be posted on the Club House and on the League website on or before October 15th. Following said notice, any member in good  standing may submit to the President in writing, by October 15th, in advance of the  Annual Meeting, any resolution on which the member desires a vote to be taken at the  Annual Meeting. The League shall post an agenda for the Annual Meeting at the Club  House and on the website on or before October 27th. The agenda shall include the list of  candidates/offices available for election to the Board. Any member of the Board of  Directors may place an item on the agenda at any time prior to the Annual Meeting,  provided that the inclusion of said item is approved by a majority of the Board of  Directors. 

  3. The order of business at the Annual Meeting shall be as follows: 

  1. Call to Order, by the presiding officer

  2. Roll Call by the Secretary

  3. Reading of the minutes of the previous Annual Meeting 

  4. Reports of Officers and Committees 

  5. Election and/or announcement of Board Members and Officers

  6. Other agenda items 

  7. Address of the President Elect 

  8. 6. Adjournment 

  1. Quorum – Sixty percent (60%) of the Members present at the Annual Meeting of the  Membership shall constitute a quorum for the transaction of business. 

  2. E. Adjournment and Continuance – Any Annual or Special meeting of the Membership of which a quorum for the transaction of business is not present may be  adjourned and reconvened at another place, date and time by the President. Notice of  such reconvened meeting shall be posted at the Club House at least ten (10) days before  the reconvened meeting. Any Annual or Special Meeting of the Membership at which a  quorum for the transaction of business is present may be adjourned, continued and  reconvened at another place, date and time by vote of a majority of Membership present and voting. Notice of such adjourned, continued and reconvened meeting need not be given. 

  3. Special Meetings – The President shall call a special meeting of the membership upon  the written request of fifteen (15) members or on the President’s own accord for the  purpose of conducting any business proper for a meeting of the membership. Notice of  such Special Meeting shall be posted at the Club House and on the League website at  least fifteen (15) days prior to the date of the Special Meeting. Such notice shall specify  the date, time and place of such Special Meeting and the agenda. 

Article X – Amendments to the Bylaws 

These Bylaws may only be amended upon written notice of any proposed  amendment being posted with the agenda for the Annual Meeting, and that the  amendment receives the vote of not less than two-thirds (2/3) of those members present at  the Annual meeting. 

Article XI – Rules and Regulations 

This League shall operate in accordance with the Rules and regulations of Play as  set forth by the Board of Directors and as amended from time to time, and at all times in  accord with the Babe Ruth Baseball Rules and Regulations and those rules and  regulations, duly established by the respective state and provincial organizations. 

Article XII – Board Liability and Indemnification 

No Board Member shall be personally liable for monetary damages for any action  taken, or any failure to take action, unless: (i) he or she has breached the standards set forth in Title 42, Chapter 83 S8363 of the Pennsylvania Consolidated Statutes relating to performing of fiduciary duties, and (ii) such breach or failure to perform constitutes self dealing, willful misconduct or recklessness. The foregoing limitation of liability shall not  apply to the responsibility or liability of any person either pursuant to any criminal statute  or for the payment of taxes pursuant to local, state, or federal law. If the Pennsylvania  Consolidated Statutes is hereafter amended to authorize the further elimination or limitations of liability of corporate fiduciaries, then the liability of a director, in addition  to the limitation on personal liability provided herein, shall be limited to the fullest extent  permitted by the amended Pennsylvania Consolidated Statutes. 

The League shall maintain insurance as required by Babe Ruth Baseball, Inc. 

Article XIII – General Provisions 

A. Fiscal Year – The fiscal year of the League shall be January 1 of each year until  December 31 of that same year. 

B. League Year – The League year shall be from the adjournment of the Annual  meeting until the adjournment of the annual meeting the following year. 

C. Signature on Checks – All checks given in payment of any debt or obligation of  the League shall contain the signature of the person holding either the office of  President or Treasurer. 

D. Authority to Bind – No individual member of the League nor officer of the  League shall have the prior approval to contract for or incur debt as agent or to  obligate this League for any amount. Any member or officer seeking funding for  any specific project or program shall make such requests to the Board, and receive  prior approval from the Board. Any violation of this section shall be cause for the  immediate suspension and/or removal from office of any member. In addition, the  Board may impose personal liability on an individual for unauthorized acts found  to be in violation of the provisions of this section. 

E. League Code of Conduct – Any representative of the League (including without limitation, members, managers, coaches, players or Board members) on the confounds of the fields or representing the League in any capacity (e.g. all-star  games, exhibition games, tournament play, fundraisers, etc.) shall be subject to  disciplinary action as determined by the Board in its sole discretion if found to be  involved in; 

1. Violation of babe Ruth Inc. rules and regulations 

2. Illegal drugs 

3. Gambling 

4. Pornography 

5. Fighting or other violence 

6. Physical or verbal abuse of players, parents, coaches, umpires or other members of the community 

7. Or any other course of conduct in the discretion of the Board deemed  detrimental to the children or the League 

F. Purchasing American Made Products – Any representative of the League with the authority to make League purchases shall make their best effort to purchase  products Made in America when using League monies. Unless in exception that there is an item in need that is not produced in America, or if such Made in  America purchase creates an undue hardship on the League. A motion to approve  a product for purchase that is not Made in America, must be made and approved  by three (3) members of the Board of Directors. Such a motion must include the quote for said purchase along with quotes for “in kind” products Made in America  to prove a financial hardship to the League. 

G. Volunteer Requirements – All representatives of the League will be required to submit, annually, to the State of Pennsylvania a Criminal Background Check and  Child Abuse Clearance application. The results of said checks must be provided to the Secretary or any member of the Board of Directors before the beginning of  each regular season as identified by the Player Agent/Tournament Director. Failure to provide the results of the Criminal Background Check and Child Abuse  Clearance Form will result in automatic forfeiture of any League position. 

Article XIV - Process for the Resolution of Alleged Violations  

Upon written notice to the alleged violator(s), such person shall be informed of the violation(s) of the League Code of Conduct and, in the discretion of the Board, immediately suspended from engaging in any League activity until such time as the Board has investigated the incident(s) and reached a final determination of the occurrence of the violation and any action taken by the Board to remedy the violation including a decision on the alleged violators status with the League for the future. The Board shall fully investigate the alleged violation(s). The alleged violator shall have the right be called upon by the Board (via written notice) to appear at a specially called Board Review Meeting to address the accusations and be heard before a final decision is made by the Board; the violators unexcused absence from the meeting shall not hinder the  Board from making a final determination. The Board Review Meeting may be held open to the Membership only at the discretion of the Board. However, all discussions of the Board following any hearing shall be and remain confidential and closed at all times.  Following the hearing, the Board shall vote on any action to be taken and shall render a final decision at the close of the Board Review Meeting. The decision shall be  communicated in writing to the violator and recorded in the Board’s records.

Article XV - Resolution of Organization 

 

Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.