Professional Documents
Culture Documents
ARTICLE I: NAME
A. This organization shall be known as MBGS, Inc. dba Manhattan Beach Girls
Softball (“MBGS” or “Manhattan Beach Girls Softball”).
A. The objectives of the Manhattan Beach Girls Softball shall be to promote and
encourage good sportsmanship and teamwork, and the qualities of honesty,
loyalty, courage, and respect for others.
A. Principal Office: The Principal Office for the transaction of the business of
Manhattan Beach Girls Softball shall be the residence of the President or
Secretary.
B. Change of Principal Office location: The Board of Directors shall have full
power and authority to change the Principal Office to any location so long as the
Principal Office remains within the City of Manhattan Beach.
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C. List: The current registration list of parents and guardians of players, the current
approved list of managers and coaches, the list of appointed and elected Board
Members and the list of other approved Members (as maintained by the Secretary)
shall make up the list of Members in Manhattan Beach Girls Softball.
D. Voting: Every Member of MBGS shall be entitled to vote at any special meeting.
The family of each player is entitled to one vote for each player in MBGS. Other
Members (sponsors, patrons, etc.) shall each have one (1) vote. All voting must
be done in person by the Member qualified to vote. Voting by proxy or by
cumulative vote is expressly prohibited, except as otherwise provided herein.
E. Enforcement: It shall be the duty and responsibility of the President of the Board
of Directors to take such measures as are necessary to ensure compliance with this
Article and to insure that those who vote at a special meeting are truly valid
Members of Manhattan Beach Girls Softball.
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ARTICLE VI: DIRECTORS
A. Board of Directors: The Board of Directors shall consist of no less than seven (7)
Elected Members (“Elected Directors”), and other Members appointed by the
Elected Directors. At least seventy five percent (75%) of the Board of Directors
must reside in the City of Manhattan Beach. Each Elected Director must
concurrently serve as an Officer in MBGS. For purposes of this requirement, a
Commissioner of a softball division is considered an Officer. The Elected
Directors shall elect or appoint the President, a Vice President, a Secretary, a
Treasurer, an Umpire in Chief (UIC), a Player Representative and other Board
Members. The election of the President and other officers shall be conducted as
described below in the provision regarding the Organizational Meeting.
C. Appointed Directors: The Elected Directors shall meet within sixty (60) days
after the counting of the ballots for an Organizational Meeting and commence the
process of appointing other Members to serve on the Board of Directors as
“Appointed Directors.” The Elected Directors may not appoint any Member who
has ever been removed under the procedures outlined in VI. E. below.
D. Term of Office: Elected Directors shall take office effective September 1st of
each year and shall hold office through August 31st of the following year.
Appointed Directors shall serve the same term of office.
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1. By the affirmative vote of two thirds (2/3) of the total membership
of MBGS present at any Special Meeting where business may be
conducted (see Article V. C.D.E.). Such a vote must be by actual count of
Members present. Voice votes will not be accepted.
G. Power to Transact Business: All corporate powers and business shall be exercised
and conducted by the Board of Directors. The Board of Directors shall create an
Executive Board, consisting of the President, the Vice President and all other
Elected Directors and may delegate or assign specific tasks to the Executive
Board by a majority vote. The Executive Board shall, however, conduct all
hearings to settle disputes and/or discipline issues with players, managers,
coaches, parents, spectators, umpires, or other parties, and shall make decisions
regarding all such matters. Decisions of the Executive Board in such matters shall
be binding on the parties involved. Appeals of any such decisions may be made
to the Board of Directors by parties affected by rulings made by the Executive
Board. This right of appeal shall be explained to all parties at the start of a
hearing. Appeals must be in writing and presented to the President within
fourteen (14) days after the decision of the Executive Board is announced to the
parties involved. If necessary the President shall call an immediate Special
Meeting of the Board of Directors for the purpose of conducting the appeal
hearing and insure that a quorum is present. At the discretion of the President, a
regularly scheduled meeting may be utilized for the appeal if it is scheduled
within 14 days of the appeal request. A vote of two thirds (2/3) of the Board of
Directors present at the Meeting is required to overturn or reverse the decision of
the Executive Board as to matters pertaining to disputes or discipline as described
above.
H. Meetings: All Board of Directors meetings shall be held in accordance with the
following provisions:
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but no earlier than August 10 of the current year. Present at the
Organizational Meeting shall be the Elected Directors as chosen by the
voting process and the President from the current term.
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their names are on the ballot for the election of the President. If
one or more of these individuals are on the ballot or not present for
the voting, the President shall select replacements by selecting one
or more of the Officers from the current year whose name is not on
the ballot or a former MBGS President who is present for the
voting to perform such tasks.
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3. Special Meetings: Special Meetings of the Board shall be held
whenever called by the President. In the event of the absence, disability,
or refusal to act by the President, the Vice President or a majority of the
Board of Directors may call a Special Meeting.
Emergency Meetings may be held only after the President or Secretary has
in good faith made a reasonable attempt to notify each member of the
Board of Directors of such meeting, and in no event until after the
President or Secretary has attempted to notify each Board Member
personally, at least two (2) hours before such meeting is to be held.
5. Time and Place of Meetings: The time and place of all meetings
shall be designated by the President. In the event of the absence,
disability, or refusal to act by the President, the Vice President or a
majority of the Board of Directors may designate the time and place.
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A. Officers: The Officers shall be the President, a Vice President, a Secretary, a
Treasurer, a UIC, a Player Representative and other Officers including
Commissioners appointed by the Elected Directors as indicated, each of whom
shall be a member of the Board of Directors.
C. Term of Office: All Officers shall hold office for a period of one (1) year, or until
their respective successors are elected, and may be subject to re-election.
D. Recall or Removal: The same rules and procedures apply to the recall or the
removal of Officers from the Board of Directors and/or Executive Board as apply
to all other Directors (VI.E.)
E. Vacancies: Should any Officer be unable to serve, resign his or her office, or be
recalled or removed that office shall be filled by vote of the Board of Directors as
quickly as possible.
F. Duties of Officers and the Board of Directors: The duties of each officer are as
follows:
1. President: The President shall be the Chief Executive Officer and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and affairs of MBGS. The President
shall preside at all membership meetings, meetings of the Board of
Directors, and Executive Board meetings. The President shall call an
Organizational Meeting of the newly elected Board of Directors within
sixty (60) days after the ballots have been counted for the purpose of
electing new Officers and appointing Directors. The President shall have
the general powers and duties of management usually vested in the Office
of the President of MBGS and shall have such other powers and duties as
may be prescribed by the Board of Directors or these By-Laws, including
representing MBGS before the District Organization.
2. Vice-President: The Vice President shall have such powers and perform
such duties as from time to time may be prescribed by the President or by
the Board of Directors. In the absence of the President, the Vice President
shall perform all the duties of the President and, when so acting, shall have
all the powers of the President.
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thereof given, the names of those present at Board Meetings, the number
of Members present at Members Meetings and the proceedings thereof.
The Secretary shall also: (1) keep or cause to be kept at the principal office
or such place as the Board of Directors may order, a membership register,
showing the names of the Members and their addresses, and the date of
their admission to membership, (2) give, or cause to be given notice of all
meetings of the Members and the Board of Directors required by these By-
Laws, (3) keep, as custodian of records, the Articles of Incorporation and
By-Laws of MBGS and have those documents physically present at all
meetings of the Board or Membership, (4) file with the proper agency of
the State of California all amendments to the By-Laws or Articles of
Incorporation, and any other legal documents of MBGS, when the law so
requires, and (5) have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by these By-Laws.
The Treasurer shall promptly deposit all monies and other valuables in the
name of and to the credit of MBGS with such depositaries as shall be
designated by the Board of Directors, disburse the funds of MBGS in such
manner, as may be ordered by the Board of Directors, render to the
President or Board, whenever either requests it, an account of all
transactions and of the financial condition of MBGS and have such other
powers and perform such other duties as may be prescribed by the Board
or these By-Laws.
The Treasurer shall also be responsible for ensuring the timely and accurate filing
of all informational and other tax returns and financial reports and
documents as required by law, the Board, or ASA.
5. Umpire in Chief (UIC): The Umpire in Chief shall supervise and manage
the umpires who serve MBGS, oversee rule compliance by MBGS and its
members, consider and propose from year to year any indicated
amendments to the MBGS Rules of Play, and oversee the education of
Members regarding the rules.
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supervise and coordinate the transfer of players, and oversee selection of
all stars, all in accordance with the rules and regulations of ASA.
B. If there are not enough manager candidates for a particular softball division, the
children whose parents or guardians have not volunteered to serve MBGS in some
capacity in the past 2 years will be placed on a waiting list and the
parents/guardians notified that their child will not be placed on a team or entered
into the pool of eligible players for a draft until another manager volunteers. The
new manager’s children (all – regardless of softball division in which they play)
will be placed on a team or in the appropriate draft pool. The Player
Representative will arrange for new players to be chosen or placed into the draft
to fill the appropriate number of slots that the new team creates (net after adding
the manager’s children). Two other Members of the Board of Directors shall
insure that the selection of the new players is appropriate, fair and just. The
selection process shall also be open to any Member of the Board of Directors.
Volunteer positions are as follows: (1) Member of the Board of Directors, (2)
approved Manager or Coach of a team, (3) Team Mom, (4) Team Dad, (5)
Scorekeeper, and (6) Sponsor. The President or Vice President may temporarily
approve a manager if he or she is satisfied that the temporary appointment is
necessary. At the next meeting of the Board of Directors, the Board shall vote to
approve or disapprove such manager.
C. President may coach: The President may manage or coach a team, but he/she
shall not serve on the Protest Committee for the applicable division in which he or
she manages or coaches.
D. Duties: Each manager will have the duty of complete supervision of the teams
that he/she manages.
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E. Coaches: The coaches must all be approved by the Board of Directors in the
same manner as managers. Should a manager desire to add a coach for any
reason, whether or not as a replacement, that coach may not cause the team to
have more than the allowed number of coaches for a team in that softball division,
and the coach must be approved by the Board of Directors before filling any
duties or act in the role of a coach. Only approved managers or coaches may be
on the field or in the dugout during games. The President or Vice President may
temporarily approve a coach if he or she is satisfied that the temporary
appointment is necessary. At the next meeting of the Board of Directors, the
Board shall vote to approve or disapprove such coach.
A. Records: All records pertaining to the operation of all teams, players’ records,
draft or auction data, insurance policies, claims, evidence of birth certificates,
waivers, releases, and all other MBGS records shall be maintained by one or more
members of the Board of Directors.
B. Execution of Contracts: Any and all contracts which may be executed in the
name of MBGS shall be in such form as shall not be inconsistent with the laws of
California, Federal law, and these By-Laws, and shall be approved by the Board
of Directors or by their duly authorized representatives.
D. Rules of Play: For the purpose of MBGS’s regular season games, practices,
practice games, and events, the Board of Directors, and only the Board of
Directors, may (by majority vote) change a rule, add a rule, or delete a rule. All
MBGS Rules of Play shall be listed in a book published before Opening Day and
provided to every manager and coach in Manhattan Beach Girls Softball. Any
Board approved changes, additions, or deletions to any rule shall be noted in the
minutes by the Secretary and published in writing by the Board of Directors and
distributed to all managers and coaches (regardless of whether or not their
particular league is affected).
Managers and coaches may not make any changes to any rule, add any rule, delete
any rule, or waive the application of any rule. If managers or coaches meet and
vote on any rule situation, the results of that vote shall be considered only a
recommendation to the Board of Directors, and before it can be considered and
voted upon by the Board it must be submitted in writing to the Board. The Board
shall act on such written requests at the next meeting of the Board of Directors.
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Any manager or coach who operates or plays a game under rules not approved as
stated in these By-Laws shall be subject to discipline by the Executive Board. It
is the responsibility of every manager and coach to protect MBGS by refusing to
agree to any suggested rule variances, and by reporting to the Board of Directors
the fact that the request was made.
E. Rules of Play for Manhattan Beach Girls Softball Tournaments : The rules of play
for any tournament held within MBGS that does not include teams from outside
MBGS shall be those found in the ASA Official Rules of Softball, and the
variances found in the Manhattan Beach Girls Softball Rules of Play. Any
additional rules or variances that will apply shall be approved by the Board of
Directors, written, published, and distributed to every manager and coach in
MBGS prior to the start of the tournament. Any such variances for the purposes
of a tournament shall be deemed to be permanent unless specifically decided and
noted by the Board that the rule applies only to a tournament for the current
season. Unless the rule in question will only apply to the current season it must
be added to the MBGS Rules of Play in a separate section covering Tournament
Rules. In order to remove any rule that applies to MBGS tournament play the
Board of Directors must follow the procedures outlined in the By-Laws.
F. Method for Selection of All Stars and All Star Managers and Coaches: The Board
of Directors shall decide upon the rules and selection processes for any All Star
and/or Interleague Tournament Teams, Managers, and Coaches.
ARTICLE X: SPONSORS
A. Fees: The Board of Directors shall determine the range of fees to be paid by each
sponsor for a particular sponsorship level. All sponsor fees shall be paid into the
MBGS Treasury.
B. Illegal Fees & Gifts: No sponsor shall bestow upon any player or team any
privilege or benefit not enjoyed by every other player and team in MBGS, unless
approved by the Board of Directors. No sponsor shall bestow upon any Board
member, officer, manager, coach or other MBGS volunteer any privilege or
benefit not enjoyed by other Members of MBGS.
C. No Team Control: No sponsor shall control in any manner whatsoever the team
which a sponsor is sponsoring.
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2. At any Regular, Special, or Emergency meeting of the Board of Directors,
and the affirmative vote of 2/3 of the members of the Board of Directors
present in person or by phone shall be necessary for amendments to be
adopted, provided that specific written notice of a meeting for such
purposes must be provided to all members of the Board at least ten (10)
days prior to the meeting in which such matters are to be considered.
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