MINNETONKA BASEBALL ASSOCIATION BYLAWS
ARTICLE I –NAME AND PURPOSE
Section 1 Name: The name of this organization shall be Minnetonka Baseball Association (“MBA”). It shall be a nonprofit organization incorporated under the laws of the State of Minnesota.
Section 2 Purpose: MBA is organized exclusively for charitable and educational purposes, including receiving and administering funds to foster national amateur sports competition, within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including the purposes of making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 3 Mission: The mission of MBA is to promote an enjoyable, safe and fair environment for the development of Minnetonka student athletes’ baseball skills in manners which foster respect for others, self-confidence, leadership and teamwork. MBA shall include the instruction and training of Minnetonka student athletes in manners which produce the highest level of amateur baseball competition at elementary and secondary grade levels while maintaining the highest degrees of participation, sportsmanship and methods of physical conditioning so as to improve and develop Minnetonka student athletes’ baseball achievements and capabilities, and directing and conducting baseball events and competitions to foster national amateur baseball competition
ARTICLE II - LOCATION
Section 1 The registered office address of MBA is 3717 County Road 101, Minnetonka, MN 55345. The mailing address is PO Box 351, Excelsior, MN 55331.
ARTICLE III - MEMBERSHIP
Section 1 Membership: Membership shall consist of the MBA Board of Directors.
ARTICLE IV - BOARD OF DIRECTORS
Section 1 Board role, size and compensation: The MBA Board of Directors (“Board”) is responsible for the overall policy and direction of the organization and shall be comprised of at least 11 and not more than 31 board members. The Board may delegate responsibility of day-to- day operations to specific directors of MBA and their appropriate leaders and committees. Board members shall receive no compensation for their role as board members (other than reimbursement of reasonable expenses incurred in the performance of duties and responsibilities).
Section 2 Term: All board members shall serve for a one-year term, and may be eligible for re-election in accordance with these bylaws.
Section 3 Meetings: The Board shall meet at least ten (10) times per year, at agreed upon times and locations. A board member may invite, admit and recognize guests for presentations or comments during board meetings. Regular and special meetings of the Board are open to the public.
Section 4 Quorum: The majority of the elected board members of MBA shall constitute a quorum for the transaction of business at any regular or special MBA meeting.
Section 5 Voting: Only board members may make motions and vote at meetings. Each board member shall be entitled to one vote on any matter brought before any meeting of the Board. A majority vote of the directors present at any meeting where quorum is present shall be sufficient to transact any business, unless a greater number of votes are required by law, the Articles of Incorporation or these Bylaws.
Section 6 Absentee Voting: Absentee voting is allowed if a quorum has been established. An absentee vote is effective when received by the secretary or other officer or agent authorized to tabulate votes. To be valid, an absentee vote must be submitted in writing by the board member. Absentee voting can only occur on issues that are listed on the meeting Agenda and for which a motion is sent out in advance and remains unchanged at the board meeting. There can be no blanket release of voting power to another.
Section 7 Board elections: Election of new board members or re-election of current board members to a subsequent term will occur at the regular meeting of Board of Directors in September.
Section 8 Election procedures: Board members shall be elected by a majority vote of the members attending the meeting when a quorum is present. Board members so elected shall serve a term beginning on the first day of October.
Section 9 Officers and Duties: There shall be four officers of the Board, consisting of President, Vice President, Secretary and Treasurer. The officers should be identified on the ballet of board members at the September regular board meeting. Their duties are as follows:
The President shall convene regularly scheduled board meetings and oversee the work of MBA in order that the purpose and mission of MBA may be promoted. The President shall perform such other duties as may be prescribed in these bylaws or assigned by the Board of Directors. The President shall be an ex officio member of all committees except the Nominating Committee.
The Vice President shall assist the President and perform the duties of the President in the absence or inability of the President to serve. The Vice President shall perform such other duties as may be assigned by the President or Board of Directors.
The Secretary shall be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings. The Secretary shall send out meeting announcements, distribute copies of minutes and agendas to board members. The Secretary shall maintain all corporate records.
The Treasurer shall make a report at each board meeting. The Treasurer shall maintain custody of all MBA funds and keep full and accurate account of all receipts and expenditures of MBA and make financial information available to MBA at every regular meeting and at other times upon the request of the President or Board of Directors. The Treasurer shall assist in the preparation of the budget. The Treasurer will also file, or oversee the filing, of all required tax returns.
Section 10 Vacancies: In the event of a mid-term vacancy, the board shall attempt to fill the vacancy. A vacancy shall be filled for the unexpired term when elected by a majority vote of the Board of Directors when a quorum is present, notice of such election having been given.
Section 11 Resignation and terminations: Any board member may resign at any time by giving notice to Board of Directors. Any board member may be removed from office without assigning any cause by a two-thirds (2/3) vote of the Board of Directors when a quorum is present.
Section 12 Special meetings: Special meetings of the Board shall be called upon the request of the President or one-third of the Board. The Secretary will send notices of special meetings to board members.
Section 13 Closed Session: During a regular or special board meeting, there may be times where sensitive or confidential information may be discussed. The Board can vote to go into a closed session. If they vote to go into a closed session, all non-board members must leave the room until the Board votes to end the closed session. Minutes shall state the Board voted to go into closed session. Minutes will be taken during the closed session however the minutes will only be available to the board members for future reference.
ARTICLE V - COMMITTEES
Section 1 Committee formation: The Board of Directors may create or eliminate a standing or special committee as it may deem necessary to promote the purpose and mission of MBA and to conduct the business of MBA.
Section 2 Committee role: No committee work shall be undertaken or conducted absent the consent and direction of the Board of Directors. Committees are assigned by the Board to work on specific issues facing MBA. Standing committees are outlined in these bylaws. Ad hoc committees can be created for a time period set by the Board of Directors.
Section 3 Nominating Committee: The nominating committee shall be composed of three (3) members who shall be selected by the Board of Directors at a regular meeting at least two (2) months prior to the regular meeting in September. The nominating committee shall receive nominations for the election of directors through Wednesday of the week preceding the regular meeting in September, and report the nominations for election at the regular meeting in September. Only persons who have signified their consent to serve if elected shall be candidates for election as directors.
Section 4 Grievance Committee: The grievance committee shall consist of the President, Vice President, Secretary, Director of Leagues (Pre-K-6) and Director of Leagues (7-12) to review any Code of Conduct Incident Reports elevated to them. They will investigate complaints, irregularities and conditions detrimental to MBA. In the case of a player complaint, the Grievance Committee shall give notice to the coach of the player’s team. The individual investigated shall be informed of the general nature of the charges and given an opportunity to appear at a meeting of the Grievance Committee to answer such charges.
The Grievance Committee shall make a recommendation of discipline to the Board of Directors at the next duly constituted board meeting. The Board of Directors, by a two-thirds vote of those present at any duly constituted board meeting where quorum is present, shall have the authority to discipline, suspend or terminate anyone when the conduct of such person is considered detrimental to the best interest of MBA. The Board of Directors shall have full power to suspend or revoke such person’s right to current or future participation.
The Board of Directors may reinstate the original membership of a former participant, within 12 months from the date of termination of membership, upon such terms as the Board may designate, by a majority vote of the Board at a regular meeting when quorum is present. In the case of a participant that had been terminated more than one year past, the Board of Directors shall first satisfy itself as to the continued eligibility, character, and fitness of the applicant for reinstatement in such manner as the Board may determine by majority vote when quorum is present.
ARTICLE X - FISCAL YEAR
Section 1 The fiscal year of MBA shall begin on January 1 and end on December 31 for a calendar fiscal year.
ARTICLE XI - AMENDMENTS
Section 1 These bylaws may be amended at any regular meeting of Board of Directors by two-thirds (2/3) vote of the members present and voting, provided that quorum has been established. Proposed amendments must be submitted to the secretary to be sent out with prior to the meeting.
These bylaws were approved at a meeting of the Board of Directors by a two-thirds majority vote of those members present on September 13, 2018.