By-LawsUpdatedSaturday April 30, 2016 byEric Adjutant.
BY-LAWS OF KINGSWOOD CAL RIPKEN BASEBALL LEAGUE
Articles of Agreement
The name of the corporation, the objects for which it is established, and the nature of the business to be transacted by it, and the location of its principal place and other places of business shall be as set forth in the Articles of Agreement, as from time to time amended. The powers of the corporation and its directors, and all matters concerning the conduct and if any, as are set forth in such Articles of Incorporation; and such Articles of Incorporation are hereby made a part of these By-Laws.
The corporation shall have no initial members. The Board of Directors may at a future time establish a class or classes of members wherein the Board of Directors shall authorize the number and qualifications of the members of the corporation, the manner of their admission, property, voting and other rights and privileges of members and their liability for dues or other such liabilities. Such membership rights and liabilities shall be set forth as an amendment to these bylaws.
Board of Directors
Section 1. Management:
The management and affairs of the corporation shall be at all times under the direction of the Board of Directors, whose operations in governing the corporation shall be defined by statute and by these by-laws and any amendments hereto. The Directors shall act only as a Board and individual Directors shall have no power as such.
Section 2. Number of Directors, Election and Term of Office:
The initial Directors shall be the incorporators and they shall be the Directors of the corporation until their earlier death, resignation or removal in accordance with these By-Laws. The Board shall consist of five (5) Directors.
Any vacancies occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of Directors shall be filled by the Board of Directors at a meeting where a quorum is present.
Section 3. Board Decisions:
The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these bylaws.
Section 4. Removal of Directors:
At any regular or special meeting duly called, any one or more of the directors may be removed with or without cause by a majority of the Board of Directors and a successor may then and there be elected in accordance with these bylaws. Any director whose removal has been proposed by another director shall be given an opportunity to be heard at the meeting.
Section 5. Meetings:
Meetings of the Board of Directors shall be held at any location as the Directors or the Officers calling the meeting shall determine. The annual meetings of the Board of Directors shall be held on a date convenient to all the Board Members during the month of October. Special meetings may be called at any other time by the President, Secretary, or any four (2) of the directors by mailing or delivering to each director at least forty-eight (48) hours before the time of such meeting, a written notice stating the time and place of such meeting and the purposes thereof.
Section 6. Board of Directors Quorum:
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business and the acts of the majority of directors present at a meeting at which a quorum is present shall be the acts of the board of Directors. If at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting until a future time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted without further notice.
Section 1. Designation:
The principal officers of the Corporation shall be a President, a Vice-President, a Secretary, a Treasurer, an equipment manager and such other officer(s) as may be elected in accordance with the provisions of this article. The Board of Directors may elect or appoint such other officer(s) as it may deem desirable, such officer(s) to have the authority and perform the duties prescribed from time to time, by the Board of Directors. Any two offices may be held by the same person, except for those offices which may not be held by the same person in accordance with the laws of the State of New Hampshire.
Section 2. Election of Officers:
The officers of the Corporation shall be elected annually by the Board of Directors at the annual Board of Directors meeting. If the election of the officers is not held at such meeting, such election shall be held as soon thereafter as convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor has been duly elected and qualifies.
Section 3. Removal of Officers:
Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose.
Section 4. Vacancies:
A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. Powers and Duties:
The several officers shall have such powers and perform such duties as may from time to time be specified in resolutions or other directives of the Board of Directors. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of officers of the same title serving in nonprofit corporations having the same or similar general purposes and objectives of this corporation.
The collective officers of the corporation shall be known as the Executive Committee. The Executive Committee shall be responsible for the day to day operations of the corporation.
Any Director or Officer may at any time at his or her own expense cause an audit or inspection to be made of the books and records of the Board of Directors. The Board of Directors at its discretion and as a common expense may obtain an audit of all books and records pertaining to the corporation and furnish copies thereof to the board members and officers.
Section 1. Committees of Directors
The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more committees, each of which shall consist of one or more Director(s), which committees, to the extent provided in such resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation, but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, of any responsibility on it or him by law.
Section 2. Other Committees
Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be volunteers of the corporation and the president of the corporation shall appoint the members thereof. Any volunteer thereof may be removed by the person or persons authorized to appoint such volunteers whenever in their judgment the best interests of the corporation shall be served by such removal.
Contracts, Checks, Deposits and Gifts
Section 1. Contracts
The Board of Directors may authorize any officer or officers or agent or agents of the corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of the corporation, and such authority may be general or may be confined to specific instances.
Section 2. Checks, Drafts or Orders
All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or agent or agents of the corporation, and in such a manner as shall from time to time be determined by resolution of the Board of Directors, in the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or the president of the corporation.
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositaries, as the Board of Directors may select.
Section 4. Gifts
The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for any purpose of the corporation.
The Board of Directors shall adopt a budget for each fiscal year required to defray the common expenses and to provide funds for the necessary expenses.
The fiscal year of the Association shall be from January 1 to December 31st.
Waiver of Notice
Whenever any notice is required to be given under the provision of New Hampshire RSA 292-a or under the provision of the articles of incorporation or the bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Amendment of By-Laws
These By-Laws or any of them may be altered, amended or repealed or new By?Laws may be adopted, only by affirmative vote of 2/3 of the Directors entitled to vote at any regular meeting or at any special meeting, if at least 30 days notice is given of intention to alter, amend, or repeal or adopt new bylaws.
The foregoing were adopted as the By-Laws of the Kingwood Cal Ripken Baseball League a voluntary association organized under the laws of the State of New Hampshire, at the first meeting of the Board of Directors held on , 2007.