Downtown Manhattan Little League Constitution
ARTICLE I -- NAME
The organization shall be known as the Downtown Manhattan Little League Inc., hereinafter referred to as the “League” or “Local League.”
ARTICLE II -- OBJECTIVE
Section 1
The objective of the Downtown Manhattan Little League Inc. shall be to implant firmly in the children of the community the ideal of good sportsmanship, honesty, loyalty, courage, and respect for authority, so that they may be well adjusted, stronger, and happier children and will grow to be good, decent, healthy and trustworthy citizens.
Section 2
To achieve this objective the Downtown Manhattan Little League Inc. will provide a supervised program under the Rules and Regulations of Little League Baseball, Inc. 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 molding of future citizens is of prime importance. In accordance with Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), the Downtown Manhattan Little League Inc. shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball and softball games.
League moneys shall be used strictly to achieve League objectives. No part of the net earnings shall inure to the benefit of any private shareholder or individual. No part of the activities of the League, or its moneys, shall be devoted to carrying on propaganda, or attempting to influence legislation, or otherwise participating in political activity, unrelated to the betterment of the League.
ARTICLE III -- MEMBERSHIP
Section 1
Classes. There shall be the following classes of Members.
(a) Player Members. Any player candidate meeting the requirements of Little League Regulation IV and who resides within the authorized boundaries of the League shall be eligible to compete for participation but shall have no rights, duties or obligations in the management or in the property of the League.
(b) Regular Members. Any person sincerely interested in furthering the objectives of the League may become a Regular Member upon selection as hereinafter provided in Article V, Section 8. Only Regular Members in good standing are eligible to vote at the Annual Meeting.
(c) Honorary Members. Any person may be elected as Honorary Member by the vote of two-thirds 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 League.
(d) Sustaining Members. Any person not a Regular Member who makes financial or other contribution to the League 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 property of the League.
(e) As used hereinafter, the word “Member” shall mean a Regular Member unless otherwise stated.
Section 2
Other Affiliations:
(a) Members, whether Regular or Player, shall not be required to be affiliated with another organization to qualify as members of the League.
(b) All Directors, officers, coordinators of League divisions, managers and coaches shall disclose to the Board of Directors their participation in other youth baseball/softball leagues occurring at the same time that they are participating in the League.
(c) Any Director, officer, coordinator, manager or coach, whose activities in another youth baseball/softball program are deemed detrimental to the operation of the League, may be removed from his or her post by a majority vote of the full board of Directors.
(d) Tournament Rule: An individual that manages or coaches in another youth baseball program is not eligible to be appointed to manage or coach a tournament team in the Local League program at the same age division unless a waiver is granted by the appropriate regional director.
(e) The League shall not sponsor, administer, underwrite, or otherwise support any team or teams, or any individual or group, for the purpose of participating in a baseball program or event not affiliated with Little League Baseball Inc.
(f) The League may distribute to parents information on the risks to children of participating as a pitcher in multiple youth baseball leagues at the same time.
Section 3
Suspension or Termination. Membership may be terminated by resignation or action of the Board of Directors.
(a) The Board of Directors, by a two-thirds vote of those present at any duly constituted meeting, shall have the authority to discipline, or suspend or terminate the membership of, any Player Member, Regular Member, Honorary Member, or Sustaining Member when the conduct of such person (or, in the case of a Player Member, such person’s parent or guardian) is considered detrimental to the best interest of the League and/or Little League Baseball.
(b) The Member involved shall be notified of such meeting, informed of the general nature of the charges and be given an opportunity to appear at the meeting to answer such charges.
(c) The Board of Directors shall, in the case of a Player Member, give notice to the manager of the team of which the player is a member. Said manager shall appear, in the capacity of an adviser, with the player before a duly appointed committee of the Board of Directors, which shall have full power to suspend or revoke such player’s right to future participation.
ARTICLE IV -- DUES
Section 1
Dues for Regular Members may be fixed at such amounts as the Board of Directors shall determine prior to the beginning of any membership period.
Section 2
Members who fail to pay their fixed dues within 30 days from the time the same become due may by vote of the Board be dropped from the rolls and shall forfeit all rights and privileges of membership.
Section 3
A reasonable Little League participation fee may be assessed as a parents’ obligation to assure the operational continuity of the League. At no time should payment of any fee be a prerequisite for participation in the League baseball program.
ARTICLE V -- Meetings
Section 1
Annual Meeting. The Annual Meeting of the Regular Members of the League shall be held as closely as possible to the third Thursday of September each year, unless a majority of the board of directors selects an alternative date, for the purpose of electing Members and a Board of Directors, receiving reports, and for the transaction of such business as may properly come before the meeting. After the Board of Directors is elected, the board shall meet to elect the officers. The period between Annual Meetings shall be known as the “League Year.”
Section 2
Notice of Meeting. Notice of each meeting of the Regular Members shall be delivered to each member, via email, at the last recorded email address at least 10 days in advance thereof setting for the place, time, and purpose of the meeting; or in lieu thereof, notice may be given in such form as may be authorized by the Board of Directors, from time to time, at a regularly convened meeting.
Section 3
Special Meetings. Special meetings of the Regular Members may be called by the Board of Directors or by the Secretary or President at their discretion. Upon the written request of two-thirds of the full Board of Directors, or twenty-five (25) Regular Members, the President shall call a special meeting to consider a specific subject. No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Members.
Section 4
Quorum. The presence in person or representation by absentee ballot of one-third (1/3) of the Regular Members, or a number or percentage acceptable to the League Regular Membership in advance of the annual meeting, shall be necessary to constitute a quorum.
Section 5
Voting. Only Regular Members shall be entitled to vote at any meeting of the League.
Section 6
Absentee Ballot. For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at the annual meeting, an absentee ballot may be requested and obtained from the Secretary of the League. The absentee ballot shall be properly completed, signed and returned in a sealed envelope, or returned via email, to the Secretary prior to the date of the Annual Meeting and the election of members to the Board of Directors. The Secretary shall present all absentee ballots to the Election Chairman on the date of the Annual Meeting prior to the conduct of the election process.
Section 7
Rules of Order. Roberts Rules of Order shall govern the proceedings of all meetings, except where the same conflicts with the Constitution or By-Laws of the League.
Section 8:
Regular Membership.
(a) Eligibility for Regular Membership. Regular Members shall be 18 years or older and live within the boundaries of the League. The Board of Directors may, by majority vote, enroll as Regular Members person 18 or older who do not reside within the boundaries of the League, subject to the regulations of Little League Baseball Inc.
(b) Regular Members include persons who meet the requirements of Section 8(a) and who have served in the following capacities within the 12 months prior to the Annual Meeting: Board member; Officer of the League; Coordinator of a League division; Manager of a League team; Coach of a League team; Safety of a League team; volunteer League umpire; and member of a League committee. Such persons become Regular Members immediately upon their designation as Board Member, Officer, coordinator, manager, coach, safety, volunteer umpire, or committee member. Their term shall be for the remainder of the League Year and the following League Year.
(c) Regular Members also include persons who meet the requirements of Section 8(a) and who served as Active Volunteers during the 12 months prior to the Annual Meeting. Active Volunteers include persons who assisted managers and coaches during the baseball/softball season or who otherwise provided service to the league. Prior to the Annual Meeting, Active Volunteers must communicate to the Board President their interest in becoming Regular Members and detail their participation. At the Annual Meeting, such persons shall become Regular Members, unless a majority of the Regular Membership votes to reject such person. Their term shall be for the League Year.
ARTICLE VI -- Board of Directors
Section 1
Board and Number. The management of the property and affairs of the League shall be vested in the Board of Directors. The number of Directors shall not be less than five (5). The Directors shall upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall have been duly elected and qualified.
Section 2
Required Members. The Board membership shall include the Officers, including the Player Agent, and a minimum of one manager and one volunteer umpire. (Only volunteer umpires may be elected to the Board). The number of team managers elected to the Board shall not exceed a minority of the total board members.
Section 3
Annual Election and Term of Office. At each Annual Meeting, the Members shall determine the number of Directors to be elected for the ensuing year and shall elect such number of Directors. The number so fixed may, within the limits prescribed by the foregoing Section 1, be increased at any regular or special meeting of the Members, and if the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent meeting. All elections of Directors shall be by the majority vote of all Members present or represented by a properly executed and signed absentee ballot filed with the Secretary prior to the election meeting.
Section 4
Vacancies. If any vacancy occurs in the Board of Directors, it may be filled by a majority vote of the remaining Directors at any regular meeting or at any special meeting called for that purpose.
Section 5
Meetings, Notice, and Quorum. Regular meetings of the Board of Directors shall be held immediately following the annual election and on such days thereafter as shall be determined by the Board. The President or the Secretary may, whenever they deem it advisable or the Secretary shall at the request in writing of five (5) Directors issue a call for a special meeting of the Board. Notice of each meeting shall be given by the President or Secretary to each Director either by mail or email at least three (3) days before the time appointed for the meeting to the last recorded address or email address of each Director, or by telephone or personal notice 24 hours preceding the meeting.
In the case of special meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
Two-thirds of the members of the Board of Directors shall constitute a quorum for the transaction of business.
Section 6
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 League as it may deem proper.
The Board shall have the power by a two-thirds vote of those present at any regular or special meeting to discipline, suspend, or remove any Director or Officer or Committee Member of the League in accordance with the procedure set forth in Article III, Section 3.
The Members shall receive at the Annual Meeting a report verified by the President and Treasurer, or by a majority of the Directors, showing the whole amount of real and personal property owned by the League, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding, the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the League during such year, which report shall be filed with the records of the League and an abstract thereof entered in the minutes of the proceedings of the annual meeting.
A copy of such report shall be forwarded to Little League Headquarters.
ARITLCE VII -- Executive Committee (Optional)
Section 1
The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) or more than five Directors, one of whom shall be the President of the League.
Section 2
The Executive Committee shall advise with and assist the Officers of the Local League in all manners concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board.
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 shall appoint a Nominating Committee of three (3) Directors and other appointed Regular Members, which shall include the President or his or her delegate.
The Committee shall investigate and consider eligible candidates and submit at the Annual Meeting a slate of candidates for the Board of Directors. A candidate’s prior service to the League shall be a prime consideration of the nominating committee.
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, and investigate for eligibility and recommend those qualified for election at the annual, regular, or any special meeting of the Members of 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) or 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 League including team sponsorships and submit recommendations.
It shall be responsible for taking up collections at games, if such collections are authorized by the League and shall turn over said collections to the Treasurer immediately after each game.
Section 4
Building and Property Committee. The Board of Directors may appoint a Building 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 at least three (3) Directors and may include other Regular Members.
The Committee shall interview and investigate prospective managers and coaches 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 League.
It may, 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
Umpires Committee. The Board of Directors may appoint an Umpires Committee consisting of three (3) Directors including the President and may include other Regular Members.
The League President shall be chairman of any such Committee.
The Umpires 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 and responsibility of the League 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 League President as chairman and two (2) other Directors.
The Committee shall assist the District Administrator in inter-league 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 League 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 shall appoint an Auditing Committee consisting of the President and two others selected from the Membership. The Treasurer and signatories of checks are not eligible.
The Committee will review the League’s books and records annually prior to the Annual Meeting, and throughout the year as warranted, and attach a statement of their 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:
Disciplinary Committee: The Board of Directors may appoint a Disciplinary Committee consisting of three (3) Directors.
The Committee, upon a request by the League President, shall investigate League-related misconduct by Player Members, parents or guardians of Player Members, Regular Members, Board Members, Officers or others, and may make recommendations should the Board consider acting pursuant to Article III, Section 3.
ARTICLE IX -- OFFICERS, DUTIES AND POWERS
Section 1
Election. Immediately following the Annual Meeting, the Directors present, provided there be a quorum, shall meet for the purpose of electing Officers and appointing committees for the ensuing year.
Section 2
Officers. The Officers of the League shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and a Player Agent or Agents, all of whom shall hold office for the ensuing year or until their successors are duly elected.
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 and may fill any vacancy which may occur in any office. 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.
Section 3
President. The President shall:
(a) Conduct the affairs of the League and execute the policies established by the Board of Directors.
(b) Present a report on the condition of the League at the Annual Meeting.
(c) Communicate to the Board of Directors, such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the League.
(d) Be responsible for the conduct of the League in strict conformity to the policies, principles, Rules and Regulations of the League.
(e) Designate in writing, other officers if necessary, to have power to make and execute for/and in the name of the League such contracts and leases they may receive and which have had prior approval of the Board.
(f) Investigate complaints, irregularities and conditions detrimental to the League and report thereon to the Board or Executive Committee as circumstances warrant.
(g) Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
(h) Examine, with the assistance of the Player Agent, the application and support proof of age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
(i) Ensure that a reasonable degree of parity exists among teams in all divisions, and, if appropriate, modify team rosters in the event such parity is lacking.
(j) Appoint a field representative who may oversee League games and resolve game-related disputes which umpires do not resolve.
Section 4
Vice-President. In case of the absence or disability of the President, and provided he is authorized by the President or Board so to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of that office, and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President.
Section 5
Secretary. The Secretary shall:
(a) Be responsible for recording the activities of the League and maintain appropriate files, mailing lists and necessary records.
(b) Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary or as may be assigned by the Board of Directors.
(c) Maintain a list of all Regular, Sustaining and Honorary Members, Directors and committee members and give notice of all meetings of the League, the Board of Directors and Committees.
(d) Keep the minutes of the meetings of the Members, the Board of Directors and the Executive Committee, and cause them to be recorded in a book kept for that purpose.
(e) Conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
(f) Notify Members, Directors, Officers and committee members of their election or appointment.
Section 6
Treasurer. The Treasurer shall:
(a) Perform such duties as are herein specifically set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Board of Directors.
(b) Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
(c) Keep records for the receipt and disbursement of all monies and securities of the League, including the Auxiliary, approve all payments from allotted funds, and draw checks therefore in agreement with policies established in advance of such actions by the Board of Directors. All disbursements by check must have dual signatures.
(d) Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the Annual Meeting.
(e) Prepare an annual financial report, under the direction of the President, for submission to the Membership and Board of Directors at the Annual Meeting.
Section 7
Player Agent(s). Player Agent(s), with the assistance of Division Coordinators, shall:
(a) Record all player transactions and maintain an accurate and up-to-date record thereof.
(b) Receive and review applications for player candidates and assist the President in checking residence and age eligibility.
(c) Conduct the player auction or draft and all other player transaction or selection meetings.
(d) Prepare the Player Agent’s list.
(e) Prepare for the President’s signature and submission to the League, team rosters, including players claimed.
(f) Notify the League of any subsequent player replacements or trades.
ARTICLE X -- MANAGERS, COACHES AND UMPIRES
Section 1
Team managers and coaches shall be appointed annually by the President, and approved by the Board of Directors. Managers in the Majors and Minors Divisions shall be responsible for the selection of their teams, subject to final approval of rosters by the President. Managers shall be responsible for their players’ actions on the field.
Section 2
Umpires shall be appointed annually by the President, with the approval of the Board of Directors, who shall be responsible for their assignments and for their actions on the field.
Section 3
While holding such office, the Player Agents (and division coordinators) shall not manage or coach in their respective divisions, except with the approval of the board.
ARTICLE XI -- FINANCIAL AND ACCOUNTING
Section 1
The Board of Directors shall decide all matters pertaining to the finances of the League and it shall place all income including Auxiliary funds in a common league treasury, directing the expenditure of same in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 2
The Board shall not permit the contribution of funds or property to individual teams but shall solicit funds or property for the common treasury of the League, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the League.
Section 3
The Board shall not permit the solicitation of funds in the name of the League unless all of the funds so raised are placed in the League treasury.
Section 4
The Board shall not permit the disbursement of League funds for activities other than the conduct of League activities.
Section 5
No Director, Officer, or Member of the League shall receive, directly or indirectly, any salary, compensation or emolument from the League for services rendered as Director, Officer or Member.
Section 6
All monies received, including Auxiliary Funds, shall be deposited to the credit of the League in a bank designated by the Board, and all disbursements shall be made by check or electronic funds transfer. All checks shall be signed by the League Treasurer and such other officer or officers or person or persons as the Board of Directors shall determine.
Section 7
The fiscal year of the League shall begin on the first day of October and shall end on the last day of September.
Section 8
Distribution of Property upon Dissolution. Upon dissolution of the League and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the League to another entity which maintains the same objectives as set forth herein, which are or may be entitled to exemption under Section 501(c)(3) of the Code or any further corresponding provision.
ARTICLE XII -- AMENDMENTS
The Constitution and By-Laws may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Regular Members provided notice of the proposed change is included in the notice of such meeting.
