Constitution
ARTICLE I – NAME
This organization shall be known as the Cohasset Youth Baseball and Softball Association ("CYBSA"), hereinafter referred to as "CYBSA."
ARTICLE II ‑ OBJECTIVE
SECTION 1
The objective of the CYBSA shall be to implant firmly in the children of the town the ideals of good sportsmanship, honesty, loyalty, courage, respect for authority, baseball and softball skills, and a love for the game so that they may be well adjusted, stronger and happier children and will grow to be good, decent, healthy and trustworthy citizens with an understanding of and interest in baseball and softball.
SECTION 2
To achieve this objective, CYBSA will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary, and the teaching and learning of the game, the participants' enjoyment of it, and the molding of future citizens is of prime importance. In accordance with Section 501‑(c)‑(3) of the Federal Internal Revenue Code, CYBSA shall operate exclusively as a non‑profit educational organization providing a supervised program of competitive baseball and softball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III ‑ MEMBERSHIP
SECTION 1
Eligibility. Any person sincerely interested in active participation to further the objective CYBSA may apply to become a Member.
SECTION 2
Classes. There shall be the following classes of Members:
(a) Player Members. Any player candidate meeting the requirements of Little League Regulation IV shall be eligible to compete for participation. Player Members shall have no rights, duties or obligations in the management or in the property of the CYBSA.
(b) Regular Members. Any adult (18 years of age or older) person actively interested in furthering the objectives of CYBSA may become a Regular Member. The secretary shall maintain the roll of membership to qualify voting members. Only Regular Members in good standing are eligible to vote at General Membership Meetings. All Officers, Board Members, Committee Members, Managers, Coaches, Volunteer Umpires and other elected or appointed officials must be active Regular Members in good standing.
(c) Honorary Members. Any person may be elected as Honorary Member by the unanimous vote of all Directors present at any duly held meeting of the Board of Directors, but shall have no rights, duties or obligations in the management or in the property of the CYBSA.
(d) Sustaining Members. Any person not a Regular Member who makes financial or other contribution to the CYBSA may by a majority vote of the Board of Directors become a Sustaining Member, but such person shall have no rights, duties or obligations in the management or in the property of the CYBSA.
(e) As used hereinafter, the word "Member" shall mean a Regular Member unless otherwise stated.
SECTION 3
Other Affiliations. Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the CYBSA.
SECTION 4
Suspension or Termination. Membership may be terminated by resignation or action of the Board of Directors as follows.
(a) The Board of Directors, by a two‑thirds vote of those present at any duly constituted Board meeting, shall have the authority to discipline or suspend or terminate or otherwise inactivate the membership of any Member of any class, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of the CYBSA and/or Little League Baseball or if any Regular Member has failed to vote in the general election for two consecutive years commencing at their enrollment date. In the event of disciplinary action, suspension or termination, the Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges. In the event of membership inactivation, the Regular Member will be notified of such via email and requested to reapply if interested.
(b) The Board of Directors shall, in case of a Player Member, give notice to the manager of the team for which the player is a Player Member. Said manager shall appear, in the capacity of an adviser, with the player before the Board of Directors or a duly appointed committee of the Board of Directors. The player's parent(s) or legal guardian(s) may also be present. The Board of Directors shall have full power to suspend or revoke such player's right to future participation by two‑thirds vote of those present at any duly constituted meeting (majority of Board quorum is required).
ARTICLE IV ‑ GENERAL MEMBERSHIP MEETINGS
SECTION 1
Definition. A General Membership Meeting is any meeting of the membership of the league (including Special General Membership Meetings, See Section 7). A minimum of one General Membership Meeting per year (Annual Meeting, See Section 6) is required.
SECTION 2
Notice of Meeting. Notice of each General Membership Meeting shall be delivered to each Member personally, electronically, mail, or by posting on the CYBSA website, at least ten (10) days in advance of the meeting, setting forth the place, time and purpose of the meeting. In lieu of the above methods, notice may be given in such form as may be authorized by the Members, from time to time, at a regularly convened General Membership Meeting. There shall be no quorum requirement at General Membership Meetings.
SECTION 3
Voting. Only Regular Members shall be entitled to make motions and vote at General Membership Meetings. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings. (Those eligible to take part at meetings of the Board of Directors are described in Article V, Section 4.)
SECTION 4
Absentee Ballot. For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at the Annual Meeting, or any General Membership Meeting at which new Board members will be elected, absentee ballots may be provided and utilized. Absentee ballots shall be properly completed, signed and returned in a sealed envelope prior to the date of the election, or cast electronically or by other means approved by the Members. The Secretary shall present all absentee ballots to the Election Chairman (appointed at the meeting) on the date of the meeting, prior to the voting portion of the election process.
SECTION 5
Annual Meeting of the Members. The Annual Meeting of the Members of the CYBSA shall be held in the fall of each year (unless otherwise determined by the Board of Directors) each year for the purpose of affirming new Members, electing the Board of Directors, receiving reports, reviewing the Constitution, appointing committees, and for the transaction of such business as may properly come before the meeting.
(a) The Membership shall receive at the Annual Meeting of the Members of the CYBSA such reports, , verified by the President and Treasurer, or by a majority of the Directors, showing:
(1) The condition of the CYBSA, to be presented by the President or his/her designate;
(2) A general summary of funds received and expended by the CYBSA for the previous year, the amount of funds currently in possession of the CYBSA, and the name of the financial institution in which such funds are maintained;
(3) The whole amount of real and personal property owned by the CYBSA, where located, and where and how invested;
(4) For the year immediately preceding, the amount and nature of the property acquired, with the date of the report and the manner of the acquisition, the amount applied, appropriated or expended, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made;
(5) The names of the persons who have been admitted to regular membership in the CYBSA during such year. This report shall be filed with the records of the CYBSA and entered in the minutes of the proceedings of the Annual Meeting. A copy of such report shall be forwarded to Little League Headquarters.
(b) At the Annual Meeting, the Members shall elect the Members of the Board of Directors for the ensuing year. The total number of Directors shall be not less than six (6).
(c) After the Board of Directors is elected, the Board shall meet to elect the officers. Upon election, the Board of Directors shall assume the performance of its duties. The Board's term of office shall continue until its successors are elected and qualified under this section.
(d) The Officers of the Board of Directors shall include, at a minimum, the President, one or more Vice Presidents, Treasurer, Secretary, one or more Player Agents and a Safety Officer.
SECTION 6
Special General Membership Meetings. Special General Membership Meetings of the Members may be called by the Board of Directors or by the Secretary or President at their discretion. Upon the written request of twenty (20) Members, the President or Secretary shall call a Special General Membership Meeting to consider the subject specified in the request. No business other than that specified in the notice of the meeting shall be transacted at any Special General Membership Meeting. Such Special General Membership Meeting shall be scheduled to take place not less than seven (7) days after the request is received by the President or Secretary, and not more than thirty (30) days after the request is received by the President or Secretary.
SECTION 7
Rules of Order for General Membership Meetings. Robert's Rules of Order shall govern the proceedings of all General Membership Meetings, except where same conflicts with this Constitution of the CYBSA.
ARTICLE V ‑ BOARD OF DIRECTORS
SECTION 1
Authority. The management of the property and affairs of the CYBSA shall be vested in the Board of Directors.
SECTION 2
Increase in number. The number of Board of Directors may be increased at any General Membership Meeting or Special Meeting of the Members. If the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent General Membership Meeting. All elections of additional Directors shall be by majority vote of all Regular Members present or represented by a properly executed and signed absentee ballot received prior to the election meeting.
SECTION 3
Term and Vacancies. The Directors shall be elected for three year terms. Officers shall be elected for one year terms. An Officer shall not seek election or be elected to serve in the same Officer position for more than three consecutive years. The term limitation shall not prevent an individual from being elected to non consecutive years to any such office nor shall it prevent any person from being a member of the Board for more than three consecutive years. If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose.
SECTION 4
Board Meetings, Notice and Quorum. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board.
(a) The President or the Secretary may, whenever they deem it advisable, or the Secretary shall at the request in writing of four (4) or more Directors, issue a call for a Special Board Meeting. In the case of Special Board Meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
(b) Notice of each Board meeting shall be given by the Secretary or President personally, electronically or by mail to each Director at least seven (7) day(s) before the time appointed for the meeting to the last recorded address of each Director. Seven (7) days notice is not required for Special Board Meetings as referenced in Section 4a. above, but all Board Members must be notified in as timely a manner as reasonably possible.
(c) A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.
If a quorum is not present, no business shall be conducted.
(d) Only members of the Board of Directors may make motions and vote at meetings of the Board of Directors. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during Board meetings.
SECTION 5
Duties and Powers. The Board of Directors shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.
The Board may adopt such rules and regulations for the conduct of its meetings and the management of the CYBSA as it may deem proper, provided such rules and regulations do not conflict with this Constitution.
The Board shall have the power by a two‑thirds vote of those present at any regular Board or Special Board Meeting to discipline, suspend or remove any Director or Officer or Committee Member of the CYBSA in accordance with the procedure set forth in Article III, Section 4 (a, b).
SECTION 6
Rules of Order for Board Meetings. Robert's Rules of Order shall govern the proceedings of all Board of Directors meetings, except where same conflicts with this Constitution of the CYBSA.
ARTICLE VI ‑ DUTIES AND POWERS OF THE BOARD
Appointments. The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each. Appointed officers or agents shall have no vote on actions taken by the Board of Directors unless such individuals have been elected to the Board by the membership or have been elected to fill a vacancy on the Board.
ARTICLE VII ‑ EXECUTIVE COMMITTEE
SECTION 1
The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) nor more than five (5) Directors, one of whom shall be the President of the CYBSA.
SECTION 2 The Executive Committee shall advise with and assist the Officers of the CYBSA in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board, but in no event will the Executive Committee have authority over the Board of Directors.
SECTION 3
At any meeting of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.
ARTICLE VIII ‑ OTHER COMMITTEES
SECTION 1
Nominating Committee. The Board of Directors may appoint a Nominating Committee consisting of three (3) Directors and other appointed Regular Members. The Committee shall investigate and consider eligible candidates and submit at the Annual Meeting a slate of candidates for the Board of Directors. The Committee shall also submit for consideration by the Board of Directors a slate of Officers and Committee Members.
SECTION 2
Membership Committee. The Board of Directors may appoint a Membership Committee consisting of three (3) Directors and other appointed Regular Members. The Committee shall receive the names of prospective Honorary, Sustaining and Regular Members, investigate for eligibility and recommend those qualified for election at the annual, regular or any special meeting of the Members or the Board of Directors as the case may be.
SECTION 3
Finance Committee. The Board of Directors may appoint a Finance Committee consisting of not less than three (3) nor more than five (5) Directors. The Treasurer shall be an ex‑officio member of the Committee. The Committee shall investigate ways and means of financing the CYBSA including team sponsorships and submit recommendations. It shall be responsible for taking up collections at games, if such collections are authorized by the CYBSA, and shall turn over said collections to the Treasurer immediately after each game.
SECTION 4
Buildings and Property Committee. The Board of Directors may appoint a Buildings and Property Committee consisting of three (3) Directors and other appointed Regular Members. The Committee shall investigate and recommend available, suitable sites and plans for development, including ways and means, the latter in cooperation with the Finance Committee. It shall be responsible for repair and improvement recommendations, other than normal maintenance, and supervise the performance of approved projects.
SECTION 5
Grounds Committee. The Board of Directors may appoint a Grounds Committee which shall be responsible for the care and maintenance of the playing field(s), buildings and grounds. It shall operate within the amount appropriated in the approved budget for that purpose.
SECTION 6
Playing Equipment Committee. The Board of Directors may appoint a Playing Equipment Committee which shall secure bids on needed supplies and equipment and make recommendations for their purchase to the Board. The Committee shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning and storage thereof at the close of the season.
SECTION 7
Managers Committee. The Board of Directors may appoint a Managers Committee consisting of three (3) Directors. The Committee shall interview and investigate prospective mangers and coaches, including those for the Minor League teams and recommend acceptable candidates to the President, for appointment and subsequent approval by the Board of Directors. It shall, during the playing season, observe the conduct of the managers and coaches and report its findings to the President of the CYBSA. It shall, at the request of the President or Board of Directors, investigate complaints concerning managers and coaches and make a report thereof to the President or Board of Directors as the case may be.
SECTION 8
Umpire Committee. The Board of Directors may appoint an Umpire Committee consisting of three (3) Directors and other appointed Regular Members. The CYBSA President shall be chairman of any such Committee. The Committee shall recruit, interview and recommend to the President for appointment a staff of umpires, including a chief umpire and replacements. When appointed, the staff of umpires shall be under the personal direction of the CYBSA President, assisted by the Chief Umpire who shall train, observe and schedule the staff.
SECTION 9
District Committee. The Board of Directors may appoint a District Committee consisting of the CYBSA President as chairman and two (2) other Directors. The Committee shall assist the District Administrator in interleague district functions including the selection of members of the District Administrator's Advisory Committee and the selection of tournament sites and area tournament directors.
SECTION 10
Auxiliary Committee. The Board of Directors may appoint an Auxiliary Committee consisting of the CYBSA Treasurer and two (2) other Directors and other appointed Regular Members. The Committee shall coordinate the activities of the Auxiliary. It shall review and evaluate auxiliary projects for raising money and disposition of profits, and make recommendations to the Board. The Board of Directors shall approve in advance all projects and actions of the Auxiliary.
SECTION 11
Auditing Committee. The Board of Directors may appoint an Auditing Committee consisting of three (3) Directors. The President, Treasurer or signatories of checks are not eligible. The Committee will review the CYBSA's books and records annually prior to the Annual Meeting and attach a statement of its findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors or Membership, secure the services of a Certified Public Accountant to accomplish such review.
SECTION 12
Minor League Committee. The Board of Directors may appoint a Minor League Committee consisting of three (3) Directors. The Chairman of the Committee shall be the Minor League Vice President and be responsible to the CYBSA President for the proper conduct of the Minor League operation.
SECTION 13
Other Committees. The Board of Directors may appoint other committees as necessary to help conduct the business of the CYBSA.
ARTICLE IX ‑ AFFILIATION
SECTION 1
Charter. The CYBSA shall annually apply for a charter from Little League Baseball, Incorporated, and shall do all things necessary to obtain and maintain such charter. The CYBSA shall devote its entire energies to the activities authorized by such charter and it shall not be affiliated with any other program or organization or operate any other program.
SECTION 2
Rules and Regulations. The Official Playing Rules and Regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on the CYBSA.
SECTION 3
Local Rules, Ground Rules and/or Bylaws. The local rules, ground rules and/or bylaws of the CYBSA shall be adopted by the Board of Directors at a meeting to be held not less than one month prior to the first scheduled game of the season, but shall in no way conflict with the Rules, Regulations and Policies of Little League Baseball, Incorporated, nor shall they conflict with this Constitution.
ARTICLE X‑ FINANCIAL AND ACCOUNTING
SECTION 1
Authority. The Board of Directors shall decide all matters pertaining to the finances of the CYBSA and it shall place all income including Auxiliary funds, in a common league treasury, directing the expenditure of funds in such manner as will give no individual or team an advantage over those in competition with such individual or team.
SECTION 2
Contributions. The Board shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of the CYBSA, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the CYBSA.
SECTION 3
Solicitations. The Board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds so raised be placed in the CYBSA treasury.
SECTION 4
Disbursement of Funds. The Board shall not permit the disbursement of CYBSA funds for other than the conduct of Little League activities in accordance with the rules, regulations and policies of Little League Baseball, Incorporated. All disbursements shall be made by check. All checks shall be signed by the CYBSA Treasurer and such other officer or officers or person or persons as the Board of Directors shall determine.
SECTION 5
Compensation. No Director, Officer or Member of the CYBSA shall receive, directly or indirectly any salary, compensation or emolument from the CYBSA for services rendered as Director, Officer or Member.
SECTION 6
Deposits. All monies received, including Auxiliary Funds, shall be deposited to the credit of the CYBSA in a bank account maintained by the CYBSA.
SECTION 7
Distribution of Property upon Dissolution. Upon dissolution of the CYBSA and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the CYBSA to another Federally Incorporated entity which maintains the same objectives as set forth in Article II of this Constitution, which are or may be entitled to exemption under Section 501‑(c)‑(3) of the Internal Revenue Code or any future corresponding provision.
ARTICLE XI ‑ AMENDMENTS
This Constitution may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Members provided notice of the proposed change is included in the notice of such meeting. Draft of all proposed amendments shall be submitted to Little League Baseball, Incorporated, for approval before implementation.
This Constitution was approved by the Cohasset Youth Baseball and Softball Association on December 12, 2005.
Liam T. O'Connell______________
President's Name (Print)
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Little League Baseball does not limit participation in its activities on the basis of disability, race, creed, color, national origin, gender, sexual preference or religious preference.