BY-LAWS
FORT SMITH YOUTH BASEBALL & SOFTBALL, INC
(An Arkansas Nonprofit Corporation)
Revised and Approved
Nov 1, 2021
ARTICLE I
Name Location and Affiliation
Section 1
The name shall be Fort Smith Youth Baseball & Softball, Inc.
Section 2
FSYB&S INC shall operate independently of any other organization, public or private.
ARTICLE II
Purposes
Section 1
Fort Smith Youth Baseball & Softball, Inc. is an organization that promotes youth baseball and softball instruction, local league play, and tournament events, as well as operating the ballpark complex known as Kelley Park in Fort Smith, Arkansas.
The organization is organized exclusively for charitable, religious, educational, and scientific purposes under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
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.
ARTICLE III
BOARD OF DIRECTORS
Section1
Composition and Authority
The FSYB&S INC at its Annual Meeting shall elect all Directors, The Board of Directors shall be the governing body of the Association. A Director so elected shall hold office for one year ( or a term length designated elsewhere in these by laws ) from the date of installation or until a successor is duly elected.
Section 2
Meetings
- Regular meetings of the Board of Directors shall be held on the 1st Wednesday of each month or such other time as the Board may direct.
- Special meetings of the Board of Directors may be called by the President or upon the request in writing of a majority of the Directors. The President may elect to ask for a vote by the use of electronic media, such as email, or other secure device.
- Notice of the date, hour, and place of all scheduled meetings shall be given to the Directors at least five days in advance.
- Notice of the date, hour, and place of all special called meetings shall be given to all Directors at least one day in advance.
Section 3
Voting
A simple majority vote shall decide an issue provided a quorum is present.
Section 4
Quorum
The presence of one-half of the Directors at a meeting shall constitute a quorum.
ARTICLE IV
ELECTIVE DIRECTORS
Section 1
DIRECTORS
The following DIRECTORS shall be elected by the membership at its Annual Meeting and shall hold office for a term of one (1) year ( or a time period designated elsewhere in these by laws ) from the date of election or until their successors are elected and duly qualified:
- A President. The President shall be the chief officer and shall preside at its meetings. The President shall appoint all committees, shall be an ex-officio member of all committees, and shall perform all other duties usual to such office.
- A Vice President. The Vice President shall perform such duties as are assigned by the President, or upon direction, perform all duties of the President.
- A Secretary shall render a monthly report to the Board of Directors and an annual Audited Financial statement as prepared by a professional accountancy firm.
- A Treasurer. Will provide a monthly accounting of funds as well as any monthly, quarterly, or annual reports required.
Section 2
Succession of Office
- In the event of the absence, disability, resignation, or death of the President, then the Vice President shall act as President. Should neither the President nor the Vice President be able to serve for any of the foregoing reasons, then the Secretary shall act as President. If the Secretary should be unable to serve for any of the foregoing reasons, the Board of Directors will elect from among its members a President to fill out the unexpired term.
- In the event of a vacancy, other than the office of President, the President will appoint a successor, to fill the vacancy for the remainder of the term. This will be done with the Board’s concurrence.
- Each director is obligated to attend each called meeting of the Board of Directors. If a Director is absent for two consecutive meetings he/she is subject to removal from the Board by a majority vote of the Directors.
ARTICLE V
VOTING, QUORUMS
Section 1
All-League presidents in good standing shall be entitled to vote at meetings of the Membership, except as may be provided in other Sections of the By-Laws.
Section 2
A simple majority vote shall decide an issue, provided a quorum is present. This section shall not apply to voting on amendments to these By-Laws.
Section 3
The presence of a majority of eligible voting members at a meeting of the Membership shall constitute a quorum.
ARTICLE VI
ELECTIONS
Section 1
- There shall be a Nominating Committee composed of the President, Vice President, Past President, and Executive Director. The President shall act as Chairman of the Committee.
- The Committee shall solicit the membership, consider recommendations, and shall nominate at least one candidate for each office to be filled unless otherwise set forth in this Article. The Committee may resolve questions relating to the nomination of candidates suggest rules of procedures for the election and upon direction of the President perform other appropriate duties.
Section 2
- The Officers shall be elected at the Annual Meeting of the Membership. The Nominating Committee shall submit its report at such Meeting in the form of a Slate of Officers submitted for the general membership’s approval.
- Whenever only one nomination for an elective office is presented to the Membership, election shall be by voice vote. Whenever more than one nomination is presented, vote shall be by secret ballot. If more than two candidates are named for an office, a majority of the Members voting shall be necessary to elect. If no candidate receives a majority, a second vote shall be taken upon the two leading candidates.
ARTICLE VII
COMMITTEES
Section 1
The President with the advice and consent of the Board of Directors shall upon taking office establish Standing Committees except as may otherwise be specifically provided for in these By-Laws.
Section 2
The Chairman and members of all Committees shall be appointed by the President except as otherwise specified in the By-Laws.
Section 3
A President may, with the advice and consent of the Board of Directors, remove the Chairman or members of any committee appointed pursuant to this Article.
Section 4
Special committees may be appointed by the President as he/she may from time to time deem advisable.
Section 5
Meetings of all committees shall be upon the call of the Chairman with the approval of the President.
Section 6
A simple majority vote in the committee shall decide an issue provided a quorum is present.
Section 7
The presence of one-half of the committee members at a meeting shall constitute a quorum.
ARTICLE VIII
FINANCES
Section 1
The fiscal year shall be the year commencing on the first day of January and terminating on the last day of December.
Section 2
The Board of Directors shall adopt a budget for each fiscal year, and shall function within the total of such budget. Any expenditure in excess of any line item of the approved budget must be authorized by the Board of Directors.
Section 3
Dues and other monies collected shall be placed in a depository selected by the Board of Directors.
Section 4
In the event that this organization is ended, all assets, after payment of any outstanding debts or accounts payable, shall be given to other 501(c)(3) organizations. Those organizations shall be chosen at a meeting of the executive board.
Section 5
No contract shall be entered into without the approval of the executive board. Such approval shall be voted on at a regular or specially called meeting, and a quorum of the executive board must be present.
ARTICLE IX
RULES OF PROCEDURE
Section 1
Roberts’ Rules of Order shall govern the parliamentary procedure of the meetings of the Association provided for in these By-Laws.
ARTICLE X
AMENDMENTS
Section 1
These By-Laws may be amended by a two-thirds (2/3) vote of the Board of Directors at any meeting provided:
- The attendance at such meeting constitutes a Quorum, and
- A copy of any proposed amendment shall be provided available for inspection by way of electronic delivery to any Member in good standing.
The amendment(s) will be available for inspection during regular business hours at the Association office for a period of not less than thirty days prior in advance of the election.
ARTICLE XI
EXECUTIVE COMMITTEE
Section 1
The executive committee will consist of the elected members, as stated in these by-laws.
This Committee shall meet upon the call of the President of the Board of Directors.
ARTICLE XII
NOTICES
Section 1
Notices will be presented through, but not limited to, electronic means such as text, email, web site. It shall be the responsibility of the Secretary to convey such notices. Members shall furnish the Secretary with their official address, email addresses, cell phone #’s.
CERTIFICATION OF ADOPTION
The foregoing By-Laws of the Corporation have been duly adopted this 1ST day of NOVEMBER, 2021, by the action of the Board of Directors of the Corporation pursuant to the laws of this State.
IN TESTIMONY THEREOF, witness the hand of the undersigned as Secretary of the Corporation on such date.
APPROVED:
Secretary: JOHNNY YOUNG
APPROVED:
President : BILL KINCANNON
