BYLAWS OF FAIRFAX ADULT SOFTBALL,
INC.
A Virginia
ARTICLE
I
Registered Office
The
Corporation’s principal place of business shall be in
ARTICLE II
Fiscal Year
The
Corporation’s fiscal year shall be the calendar year unless the Board specifies
a different fiscal year.
ARTICLE III
Members
In
accordance with the Articles of Incorporation, the corporation shall have no
members.
ARTICLE
IV
Annual Meeting
Section 4.1. ANNUAL
MEETING. An Annual Meeting of the Corporation shall be held on the date and at
such place within the
Section 4.2. NOTICE.
(a)
Written notice stating the date, time, and place of the Annual Meeting shall be
given not less than fifteen (15) nor more than thirty days (30) before the date
of the meeting, either personally, by U.S. mail, or by electronic mail, to each
Director of record. If mailed, notice
shall be deemed given when deposited in the
(b) Notwithstanding
any other provision of these Bylaws, notice of a meeting of the Board of
Directors to act on an amendment of the Articles of Incorporation or on a plan
of merger or consolidation shall be given, in the manner provided above, not
less than twenty-five (25) nor more than fifty (50) days before the date of the
meeting, and shall include the proposed amendment or plan of merger or
consolidation.
(c)
Notwithstanding any other provision of these Bylaws, notice may be waived in
writing signed by the person entitled to such notice, and any Director who
attends the Annual Meeting shall be deemed to have had timely and proper notice
unless s/he attends for the express purpose, stated at the beginning of such
meeting, of objecting to the transaction of any business because the meeting
was not lawfully called or convened.
Section 4.3. QUORUM, VOTING, AND PROXIES. The presence in
person of the majority of the Directors shall constitute a quorum at the Annual
Meeting. Less than a quorum may adjourn the meeting to a fixed time and place,
no further notice of any adjourned meeting being required. Each Director shall
vote in person; proxy voting shall not be permitted.
Section 4.4. CONDUCT
OF MEETING. The President shall preside as Chair of the Annual Meeting. If the
President is not present, the First Vice President or Second Vice President, in
that order, shall preside. If these three officers are not present, then the
Treasurer or Secretary, in that order, shall preside. If none of such officers are present, a Chair
shall be elected by the Directors present at the meeting. The Secretary of the
Corporation shall act as Secretary of all meetings at which s/he is present. If
the Secretary is not present, the Chair shall appoint a secretary of the
meeting.
ARTICLE V
Directors
Section 5.1. DUTIES
AND POWERS. The Board shall be the governing body of the Corporation. It shall
establish policies and rules for the operation of the Corporation and shall
provide direction concerning the financial and administrative operations of the
Corporation consistent with these Bylaws.
Section 5.2. NUMBER,
ELECTION, AND TERMS.
(a)
The minimum
number of Directors shall be eight. The
maximum number of Directors shall be established in accordance with Section 5.2
(d) and, if applicable, Section 6.1(a).
(b) Directors shall
be elected at the Annual Meeting of the Corporation or at any adjourned or
special meeting held in lieu thereof. A person must be on a roster of a team
that was registered with the Corporation in the previous year to be eligible to
serve as a Director. No person whose employment with the Corporation has been
involuntarily terminated, who has been removed from a position on the Board
under Section 5.3(a), or who is currently suspended from participating in any
capacity in the Corporation’s program shall be eligible to serve on the Board.
The term of office of each of the Directors shall begin at the Corporation’s
Annual Meeting and shall continue until the conclusion of the next Annual
Meeting, or until their resignation, removal, death, whichever occurs first.
(c) Nominations for
Board membership may be made in writing prior to the Annual Meeting or from the
floor at the Annual Meeting. Nominations made in writing prior to the meeting
will be announced to the Board of Directors before nominations are taken from
the floor.
(d)
At the Annual Meeting, the Board of Directors shall elect a minimum of one
Director and a maximum of one Director per 12 teams or fraction thereof in each
league in the spring or summer programs in the previous year of the
Corporation. Election shall be by written ballot, except that if a league does
not have more nominees than the maximum allowed, the Board of Directors may elect
all nominees by acclamation.
Section 5.3. REMOVAL
AND VACANCIES.
(a) At a meeting
called expressly for that purpose, any Director may be removed for cause by a
vote of the majority of the Directors of record.
(b) Any Director determined
by the Board of Directors to have physically assaulted any person before,
during, or after any event held under the Corporation’s auspices shall be
immediately suspended from the Board and shall be disqualified from serving on
the Board for a period of three years.
(c) Any vacancy
arising among the Directors may be filled by the majority vote of the remaining
Directors at a meeting at which a quorum is present. Any Director so elected shall complete the
remaining term of his/her predecessor in office.
Section 5.4. MEETINGS
AND NOTICES.
(a) Regular Meetings.
The first regular meeting of the Board shall be called by the President and
shall be held within thirty (30) days after the Annual Meeting of the
Corporation. Thereafter, the Board shall
meet at such other times as the Board may determine, but no less than once
during each calendar quarter.
(b) Special
Meetings. Special meetings of the Board
may be called by the President or the Secretary or by a majority of the Board’s
Directors.
(c)
Notice. Notice of meetings of the Board shall
be given to each Director at least ten days prior to the meeting at the
Director’s residence or business address by delivering such notice to the
Director or by
(d) Waiver. Attendance at any meeting by a Director shall
constitute waiver of defective notice by the Director unless a Director attends
a meeting for the express purpose, stated at the beginning of the meeting, of
objecting to the transaction of any business because the meeting was not
lawfully called or convened.
Section 5.5. QUORUM,
VOTING, AND PROXIES. Forty percent of the voting members of the Board
shall constitute a quorum, but less than a quorum may adjourn the meeting to a
fixed time and place, no further notice of any adjourned meeting being
required. Ex-officio members of the Board will not count toward a quorum. Each Director,
other than an ex-officio member of the Board, shall have one vote except the
person chairing the meeting who may vote only in the event of a tie vote or
when voting is conducted by ballot.
Unless otherwise specified in these Bylaws, the act of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board. Once a quorum has been
established, the Board may continue to transact business notwithstanding the
fact that less than a quorum is present.
Proxy voting shall not be permitted.
A sixty percent vote of the quorum present at the Corporation’s annual
rules meeting(s) and a two-thirds vote of the quorum present at any other
meeting(s) is required to make a change to any existing playing rule in the FAS
Handbook of Guidelines and Procedures and Playing Rules or to make a change to
any existing policy or procedure in the FAS Procedures Manual.
Section 5.6.
EX-OFFICIO MEMBERS OF THE BOARD. Any past President of the Corporation who
completed his or her term in good standing and who continues to participate in
one of the Corporation’s leagues; one individual designated by the Fairfax
County Department of Community and Recreation Services; League Coordinators;
and any person in good standing with the Corporation who is invited to serve on
any committee created by the Board, shall be an ex-officio member of the Board.
An ex-officio member is entitled to participate in Board meetings but is not
entitled to vote on any matter and shall not count for purposes of determining
the existence of a quorum.
ARTICLE VI
Officers
Section 6.1. NUMBER,
ELECTION, AND TERMS.
(a) The officers of
the Corporation shall be a President, a First Vice President, a Second Vice
President, a Secretary, a Treasurer, and any assistant officers approved by the
Board. No person may hold more than one office. These officers shall, by virtue
of their position, be voting members of the Corporation’s Board except as
provided in Section 5.5.
(b) All officers of the
Corporation shall be elected by the Board at the Officers Election Meeting held
annually at a date set by the Board. Board members shall vote by ballot in
person or by
(c)
Nominating Committee. Prior to the Officers Election Meeting, the President
shall appoint a Nominating Committee to consist of not less than three
Directors in good standing and shall designate one of them as Chair of the
Committee.
(d)
Candidates for officer positions shall be members of the Board in good standing
at the Officers Election Meeting. Officers shall be elected from: 1) a slate of
candidates compiled by the Nominating Committee; 2) any write-in candidate(s);
and 3) any candidate(s) nominated from the floor at the Officers Election
Meeting. The First Vice President may
not be an officer in any slowpitch softball umpire organization.
(e) Officers shall
hold office for a term of two years commencing January 1 of the calendar year
following the Officers Election Meeting.
During the period between their election and the next calendar year,
newly elected officers may attend Executive Committee meetings with a voice but
no vote. Each officer’s term shall terminate December 31 of the second calendar
year following their election or upon their resignation, removal, or death,
whichever occurs first. Elections for President, First Vice President, and
Treasurer shall be held every other odd-numbered year. Elections for Second Vice President and
Secretary shall be held every other even-numbered year.
Section 6.2. REMOVAL
AND VACANCIES. At a meeting called expressly for that purpose, and at which a
quorum is present, any officer may be removed from office with or without cause at
any time by a majority vote of the Directors of record whenever the Board at
its absolute discretion shall consider that the best interests of the
Corporation would be served thereby. The Board shall elect from among its
members a person to fill any office which becomes vacant for any reason for the
unexpired term of the office.
Section 6.3. DUTIES.
(a) The President
shall preside at all meetings of the Board and at the Annual Meeting of the
Corporation. Further, the President shall: appoint League Coordinators, and
members and chairs of all appointive committees and subcommittees except for
the Rules and Umpire Committees; be an ex-officio member of all committees
except the Nominating Committee; be empowered, with the Secretary, to sign
contracts and agreements after approval of the Executive Committee or the
Board, as appropriate; present at
each Annual Meeting a report of the condition of the business of the
Corporation; cause to be called regular and special meetings of the Board of Directors
in accordance with these Bylaws; see that the corporate records required by
statute are properly kept and filed according to law; appoint and remove,
employ and discharge, and fix the compensation of all agents, employees, and
clerks of the Corporation other than the corporate officers, subject to the
approval of the Executive Committee; and perform all other duties incident to
the position and office, and which are required by law.
(b) The First Vice
President shall, during the absence or inability of the President to render and
perform the duties of the office or exercise the powers of the office, perform
the duties and exercise the powers of the President. The First Vice President
shall be the liaison to any umpires or umpire organization(s) under contract
with the Corporation. The First Vice
President shall be responsible for the training and management of individual
umpires under contract to the Corporation.
(c) The Second Vice
President shall have the responsibility of maintaining, amending, and
interpreting the Corporation’s rules and procedures and of presenting
suggestions to the Board for changes thereto. The Second Vice President shall
appoint Hearing Panels or Boards of Inquiry as necessary.
(d) The Secretary shall: ensure that the minutes of the
meetings of the Board and of the Annual Meeting are recorded and maintained at
the Corporation’s office; ensure that a register of all Board of Directors and
their addresses and telephone numbers is maintained; ensure that all notices of
the Corporation are given; be empowered, with the President,
to sign contracts and agreements after approval of the Executive Committee or
the Board, as appropriate, and perform all other duties incident to the Office
of Secretary.
(e) The Treasurer
shall: give a bond, which shall be paid for by the Corporation, for the
faithful discharge of his/her duties in such sum and with such surety or
sureties as the Board shall determine; have the care and custody of and be
responsible for all the funds and securities of the Corporation; exhibit at all
reasonable times the books and accounts to any Director, upon written request, at
the Corporation’s principal place of business during business hours; render a
statement of the financial condition of the Corporation at each regular meeting
of the Board and at the Annual Meeting of the Corporation and at such other
times as shall be required by the Board; keep at the office of the Corporation
correct books of account; and perform all other duties incident to the Office of Treasurer.
Section 6.4.
EXECUTIVE COMMITTEE.
(a)
The Executive Committee shall be comprised of the President, First Vice
President, Second Vice President, Secretary, and Treasurer. The President shall
be the Chair of the Executive Committee.
In the President’s absence, the First Vice President or the Second Vice
President, in that order, shall serve as Chair.
(b)
The Executive Committee shall, between all regular meetings of the Board, have
all singular rights, powers, and duties of the Board, except the Executive
Committee shall not:
(1) authorize
an expenditure of Corporation funds not within the current approved
operating
budget for the year in excess of $5,000;
(2)
amend the Bylaws of the Corporation, but shall have the power to recommend
changes when appropriate;
(3)
enter into any contracts or agreements with third parties relating to the
property or affairs of the Corporation for a period of time more than one year;
or
(4)
exercise any authority contrary to law.
(c) The Executive Committee shall report to the Board its
action on any matters affecting the affairs of the Corporation at the next
meeting of the Board.
(d) The Secretary shall ensure that the minutes of all
Executive Committee meetings are recorded.
(e) The Executive Committee shall review all contracts as
needed. All contracts shall be signed
by both the President and the Secretary.
(f) Financial responsibility for the affairs of the
Corporation rests with the Executive Committee. All disbursements of more than
$1,000 shall be duly signed by the Treasurer and one of the following officers:
President, First Vice President, or Secretary. Disbursements in an amount of
$1,000 or less shall be signed by the President or Treasurer.
Section 6.5.
COMPENSATION. No person shall be compensated for service on the Board or as an
officer except for the reimbursement of any ordinary and customary
out-of-pocket expenses that may be incurred, or unless the Board unanimously
votes to pay compensation to any such person.
Nothing contained herein shall be construed to preclude any officer from
serving the Corporation in any other capacity and receiving compensation
therefore.
ARTICLE VII
Committees
The President shall
appoint the members and chairs of all committees except the Rules and Umpire
Committees, the chairs of which shall be the Second Vice President and First
Vice President, respectively. The
President may create and thereafter dissolve ad hoc committees to assist in
special aspects of Corporation activities. Standing committees will continue in
existence until dissolved by Board action.
Committees shall meet
as necessary and shall submit recommendations as appropriate to the Board for its
consideration. Committees may not expend Corporation funds without express
prior approval of the Board.
ARTICLE
VIII
Indemnification
The Corporation shall indemnify any Director, past or
present, against expenses actually or necessarily incurred in the defense of
any action, suit, or proceeding in which the individual is made a party by
reason of being or having been a Director of the Corporation and which outcome
of such action, suit, or proceeding is resolved in the favor of such
Director. Notwithstanding the foregoing
provision, the Corporation shall, pursuant to a resolution of the Board, indemnify
any Director of the Corporation, past or present, for expenses actually or
necessarily incurred, including any judgment or settlement paid, in the defense
of any action, suit, or proceeding and which is not resolved in the favor of
such Director if the Board finds and states in its resolution that the
Director, in the action or actions that precipitated the action, suit, or
proceeding, acted in good faith and in a reasonable, prudent manner with the
best interests of the Corporation in mind.
ARTICLE IX
Seal
The Corporation may,
but is not required to, have a seal. If the Board votes to have a seal, the
seal shall be maintained at the Corporation’s office.
ARTICLE X
Amendment of Bylaws
These Bylaws may be amended at any
regular or special meeting of the Board by a majority vote of the Directors of
record provided that the notice of the meeting specified that one purpose of
the meeting was to consider amendment(s) to the Bylaws.