By-Laws

BYLAWS
OF THE
CCA BASEBALL CLUB

Article I
MEMBERSHIP AND VOTING

1. All Board of Directors, coaches, Board recognized volunteers, and each parent or legal guardian of a currently registered participant in the Club’s baseball program shall be a member of the Club.

2. Membership shall be on an annual basis, the tenure of which shall extend from the day following the date of the annual meeting of the membership through the date of the annual meeting of the following year.

ARTICLE II
PARTICIPATION IN BASEBALL PROGRAMS

All children in the Clear Creek Amana High School enrollment district (i.e. attending an elementary or junior high school in said school district) shall be eligible, without discrimination, to participate in the Club’s baseball programs, provided, however, that they have participated in the Club’s annual tryout(s). The Board of Directors shall have the right to impose reasonable requirements for participation based upon proof of satisfactory health, receipt by the Club of a waiver of responsibility signed by a parent or legal guardian, proper conduct by each participant and availability of coaches, referees, playing fields and proper equipment.

ARTICLE III
MEMBERSHIP MEETING

1. Annual Meeting: The Annual Meeting of the membership shall be held during the month of July or August for the purpose of electing Directors and for the transaction of business. Any such Annual Meeting shall be conducted in accordance with the latest edition of Robert’s Rules or Order. If the election of Directors is not accomplished as designated herein or before adjournment of the Annual Meeting of the members, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as is convenient.

2. Special Meetings: Special Meetings of the membership for any purpose or purposes may be called by the President or by a majority of the Board of Directors and shall be called by the President at the written and signed request of not less than fifteen percent (15%) of the members of the Club. All Special Meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order.

3. Place of Meetings: The Board of Directors may designate any place within the Tiffin area as a place of meeting for any General Meeting.

4. Notice of Meeting: Notice stating the place, day and hour of the meeting, and in the case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be posted on the organization’s website, not less than two days before the date of the meeting. Also, at the direction of the President or persons calling the meeting, written notice via email shall be sent to all member email addresses no less than seven days before the meeting.

5. Quorum: The members present at a General Meeting shall constitute a quorum. The members at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of some of the members.

6. Voting: Any matter submitted to a vote of the membership shall pass if it receives an affirmative vote of a majority of the members present except as provided in these ByLaws.  No member shall be entitled to vote by proxy at a General Meeting of the Club. A member must be present to vote.

ARTICLE IV
BOARD OF DIRECTORS

1. The business and affairs of the Club shall be managed by the Board of Directors composed of the President, Vice President, Secretary, Treasurer, Operations Director and two Alternate Board members.

2. The Officers will serve three year terms, beginning at the conclusion of the Annual Meeting of their selection and ending upon the conclusion of the Annual Meeting at which their successors are elected three years later. The purpose of this is to provide continuity to the board and allow work that had been started in previous years to be finished by others that know its purpose. The Three year terms are staggered so that every year, either 2 of the board members or 3 board members are replaced. Those replacing the board members are the Alternate members from the previous year. Two of the incoming Two or Three board members would fill the Alternate spots for the year.  The third member of a 3 member transition class must start as a full board member.

3. On or before May 1 of each year, the President, with the approval of the Board, shall appoint a nominating committee consisting of members whom one must be, but no more than three may be, members of the Board. The duty of this committee shall be to prepare and present a slate of candidates for Officers. The committee shall nominate the new President . The notice to membership of the Annual Meeting shall include the slate of candidates. Additional nominations may be made from the floor during the Annual Meeting providing that any such nominees have given their permission prior to nomination. In case of a contest for any office, a secret written ballot shall be taken.  Otherwise, the election of Directors may take place by a voice vote of the membership.  Directors shall be elected by a plurality of the membership present and voting at the Annual Meeting. Officers must be members of the organization at the time of the election. In most instances, Trustees will be recruited from the existing membership. However, nonmembers with particular skills and experience which complements the mission of the organization may be elected as Trustees. Upon election, such persons are considered members.

4. In the event that a vacancy on the Board of Directors should occur because of resignation, death or removal from office, the President shall appoint, with approval of the Board, a member of the Club to fill the position until the next Annual Meeting of the members.

5. The Annual Meeting of the Board of Directors shall be held immediately after and at the same place as the Annual Meeting of the members. The Board of Directors shall provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution. There shall be at least four regular meetings of the Board of Directors per year.

6. Special Meetings of the Board of Directors may be called by or at the request of the President or a majority of the Board of Directors.

7. The President or a majority of the Board of Directors may call a closed meeting of the Board of Directors when deemed necessary.

8. All meetings shall be conducted in accordance with the latest edition of Robert’s Rules of Order.

9. Except as provided in Article IV, Section 7, all Regular and Special Meetings shall be open meetings.

10. Notice of any Special meeting of the Board of Directors shall be given either
personally by the President or Secretary, or delivered in writing via email at least two 5 days before the date of that meeting to all Directors. Any Director may waive notice of any meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting for the express purpose of objecting to the transaction of any business because the meeting is not properly called or convened.

11. A majority of the members of the Board of Directors shall constitute a quorum. A quorum is necessary for the transaction of business at any meeting of the Board of Directors.

12. Only a Director may vote on any matter or resolution brought to a vote before the Board of Directors. A Director must be present to vote. There shall be no proxy votes.

13. Contractual Agreements:
A. Written authorization by the Board of Directors is necessary for any Director or Directors, agent or agents, coach or coaches to enter into any contract or execute and deliver any instrument in the name of and on behalf of, the Club. Such agreement shall not commit the Club beyond the term of office of the presiding Board of Directors and such authority may be general or confined to specific instances.
B. Contractual agreements committing the Club beyond the term of office of the presiding Board shall be entered into only with prior authorization from the Club at a General Meeting held in accordance with these ByLaws.  Before such a contractual agreement can be presented to the membership for authorization, it must be studied by a special committee appointed by the Board. This committee shall present the pros and cons of the proposal to the membership in writing at least seven days prior to the General Meeting at which authorization is to be given.

14. The Board of Directors shall develop and approve an annual budget. It shall fix and determine all participation fees and compensation to be provided to paid officials.

15. The Board of Directors may form committees to assist them in directing the
business and affairs of the Club. All committees formed by the Board shall include at least one member of the membership, but all committee members need not be members of the Club. Such committees need not be composed of more than one member. Committee chairpersons shall be approved annually by the Board as soon after the Annual Meeting of members and election of Officers and Trustees as is convenient. A representative from each committee shall attend Board Meetings when requested by the President to do so.

16. The Board of Directors may appoint Administrative Assistants to the Board upon such terms and with such authority as the Board may, from time to time, determine. No other officer, or agent, shall be entitled to compensation other than reimbursement for actual expenditures.

17. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all Directors.

18. Any action deemed critical and in need of immediate attention before the next regularly scheduled meeting of the Board, may be taken without a meeting of the Board of Directors if a majority of the Board votes affirmatively when solicited by the President through telephone or any other communication device, any action so taken would require ratification by the Board at its next scheduled meeting.

ARTICLE V
OFFICERS

1. The Officers of this Club shall be a President, a Vice President, a Secretary, an Operations Director and a Treasurer. Their duties shall be as follows:

A. President: The President shall be the principal executive officer of the Club. Subject to the approval of the Board of Directors, the President shall supervise and be responsible for all the business and affairs of the Club, and see that all orders and resolutions of the Board of Directors are carried into effect. The President shall, when present, preside at all meetings of the members and of the Board of Directors, and perform all duties as may be prescribed in these ByLaws or by the Board of Directors.

B. Vice President: In the event of the President’s absence, death, resignation, removal or inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subjected to all the restrictions as the President. In addition, the Vice President shall perform such other duties as may be assigned by the Board of Directors. The Vice President shall not be automatically nominated as President for the Year following his/her tenure as Vice President.

C. Secretary: The Secretary shall keep the minutes of the General Meetings and meetings of the Board of Directors, see that all notices are duly given in accordance with the provisions of these ByLaws, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or by the Board of Directors.

D. Treasurer: The Treasurer shall have charge and custody of, and be responsible for all funds and securities of the Club, receive and give receipts for moneys in the name of the Club in such banks, trust companies or other depositories as shall be selected by the Board of Directors, make a Treasurer’s report at each meeting of the membership and to the Board at all meetings thereof, and in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the President or by the Board of Directors. The Treasurer may delegate the performance of any of the above duties to paid staff as approved by the Board of Directors. However, the Treasurer shall be fully informed of all financial matters of the organization and shall oversee the performance of all such duties.

E. Operations Director: The Operations Director is responsible for communications between the board of directors and the rest of the membership. This includes web site updates, electronic document management, social media communications and written communications. In addition the Operations Director is also tasked with making sure that coaches have what they need for their teams through the course of the year. Most
operational tasks will be done with the the assistance of the rest of the board but should be coordinated by the Operations Director.

2. Each officer shall serve a term of three years, beginning immediately following their election, as provided in Article IV, Section 2, and ending upon the election of their successor at the following Annual Meeting.

ARTICLE VI
OPTIONAL PROCEDURES

1. Action by Individuals:

A. The name of the Club or name of any members in their official capacities shall not be used in connection with a commercial concern or any other purpose without the specific designation and approval of the Board of Directors by a majority vote.

B. No individual may act on behalf of the Club or bind it in any manner or form whatsoever without the specific designation and approval of the Board of Directors by majority vote or as provided in these ByLaws.

2. Acting Officers: The Board of Directors shall have the power to appoint any person to perform the duties of an Officer whenever, for any reason, it is impracticable for such Officer to act personally, and such acting Officer so appointed by the Board shall have the power to perform all the duties of the office to which he or she is so appointed to act, except as such power may be otherwise defined and restricted by the Board.

3. Removal, Contract Termination or Dismissal: A member of the Board, agent, coach or any employee may be removed, have contract terminated or be dismissed by the affirmative vote of at least two-thirds of the members of the Board whenever in their judgment:

A. The best interests of the Club would be served thereby, or

B. The conduct of the Board member, agent, coach or employee is in conflict with the By-Laws or policies of the Club.  A Trustee may be removed from office by the President for failure to attend two consecutive regularly scheduled meetings of the Board of Directors or three of such meetings within any one year period, upon the affirmative vote of the majority of the Board members attending any regularly scheduled meeting of the Board of Directors.
Written Instruments: Subject always to the written contracts and agreements which bind the Club shall be executed in its name by the President or President Elect and shall be attested to by the Secretary or Treasurer.

5. Checks, Drafts, Etc.: All checks, drafts, or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Club shall be signed by the Treasurer, President, President Elect, or as designated by a majority vote of the Board of Directors.

6. Audits: An audit shall be taken prior to every Annual Meeting. The audit shall be performed by a C.P.A. or by a three (3) member committee appointed by the Board.

ARTICLE VII
ADOPTION, AMENDMENTS AND DISSOLUTION

1. Adoption: These By-Laws shall take effect immediately upon their adoption by two-thirds vote of the total active membership of the Club attending a general Meeting. All previous By-Laws, Amendments and Regulations which may have heretofore been adopted by the Club are revoked, repealed and held to have no effect or validity upon adoption of these By-Laws. The members of the Board of Directors holding office at the time of adoption of these By-Laws
shall remain in office until the Second Annual meeting of the members.

2. Amendments: The power to make, amend and repeal these ByLaws
shall be vested in the Board. The By-laws may be altered, amended or repealed only by a two-thirds vote of the Board members attending a duly called meeting. Board members shall be notified in writing of any proposed alterations or amendments to these By-Laws at least thirty days prior to the meeting at which the vote will be taken.

3. Dissolution: The Club may be voluntarily dissolved only as provided in Chapter 504A, Code of Iowa (1985).