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# 1. League Bylaws

## 1.1 Name

The name of the corporation as incorporated and existing under and by virtue of the Illinois General Not for Profit Corporation Act of 1986, as amended ("the Act") shall be the Chicago Metropolitan Baseball Association (the "League"). The League shall have powers as are now or as may hereafter be granted by the Act.

## 1.2 Purpose

This League is organized exclusively for such social and athletic purposes as will qualify under Illinois statute for a non-profit corporation. It has been formed for the purpose of serving its member franchises ("Member Franchises") by organizing the finest amateur baseball league in the State of Illinois and Midwest; a league where an up and coming young prospect for professional baseball may play and develop; where the talented veteran player can enjoy playing among the best competition; and bring friendship and sportsmanship to the League and its community.

## 1.3 Powers

The League shall have and exercise all rights and powers conferred on corporations under the Act, provided, however, that the League is not empowered to engage in any activity which in itself is not in furtherance of its purposes and limitations as set forth in these Bylaws.

## 1.4 Limitations

Notwithstanding any other provisions of these Bylaws, the following rules shall conclusively bind the League and all persons acting for or on behalf of it:

1. No part of the net earnings of the League shall inure to the benefit of, or be distributable to, any director of the League, officer of the League, or any other private individual (except that reasonable compensation may be paid for services rendered to or for the League affecting one or more of its purposes). No director, officer, member, or any private individual shall be entitled to share in the distribution of any of the corporate assets upon dissolution of the League.

2. No substantial part of the activities of the League shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the League shall not participate in, or intervene in (including the publication or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

3. The League shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under state or federal law.

## 1.5 Principal Office

The League shall have and continuously maintain a principal office at such location in the State of Illinois as may be determined by the League's Board of Directors.

## 1.6 Registered Office and Agent

The League shall have and maintain a registered office and agent in the State of Illinois in accordance with the requirements of the act.

## 1.7 Directors

### 1.7.1 General Powers

Except as otherwise expressly herein provided or as otherwise provided by law, the property and affairs of the League shall be managed by or under the direction of its Board of Directors (the "Board of Directors"), which shall be the governing body of the League. The Board of Directors may exercise all the powers, rights, and privileges of the League, whether expressed or implied in the Articles of Incorporation or conferred by the Act or otherwise, and may do all acts and things which may be done by the League. Each Director shall be entitled to one full vote on each matter.

### 1.7.2 Number and Qualifications

The League's Board of Directors shall be composed of at least three (3) Directors ("Director") or such other greater number of Directors established by the Board of Directors from time to time. An individual need not be a manager of a Member Franchise in order to be a Director.

### 1.7.3 Election and Term of Office

Directors shall be elected at the annual meeting of the Members of the League by the affirmative vote of a majority of Member Franchises in Good Standing. Each Member Franchise in Good Standing shall have one (1) vote, cast by its Manager or designated representative. The term of office of each Director shall be until the next annual meeting. Directors shall hold office until the expiration of the term for which such Director is elected and until such Director's successor has been elected or until the Director's death, resignation, or removal. Directors may serve successive terms.

### 1.7.4 Resignation and Removal

Any Director may resign by written notice delivered to the Board of Directors or to the Commissioner or Secretary of the League. Any Director may be removed, with or without cause, by the affirmative vote of a majority of the Directors then in office. Any vacancy may be filled by the Board of Directors until the next annual meeting, at which time the seat shall be submitted for election by Member Franchises in Good Standing.

### 1.7.5 Compensation

The Directors shall serve without compensation.

## 1.8 Officers

### 1.8.1 Designation

The officers of the League shall be a Commissioner, a Treasurer, and a Secretary. All offices shall be filled by an affirmative vote of the Board on an annual basis. Other Officers may be created by the Directors at their discretion. Officers may be, but are not required to be, a Director of the Board. Officers may serve successive terms.

### 1.8.2 Resignation and Removal

Any Officer may resign by written notice delivered to the Board of Directors or to the Commissioner or Secretary of the League. Any Officer may be removed, with or without cause, by the affirmative vote of a majority of the Directors then in office. Any vacancy may be filled by the Board of Directors.

## 1.9 Officer Duties

### 1.9.1 Commissioner

The Commissioner shall

1. Preside at meetings of the Membership and of the Board of Directors.
2. Execute contracts in the name of and on behalf of the League, with approval of the board or in accordance with the budget approved by the Board.
3. Prepare and propose the League’s budget for approval by the Board.
4. Perform such other duties as may be determined by the Board of Directors, and shall perform and discharge such other duties as generally devolve upon a chief executive officer.

### 1.9.2 Treasurer

The Treasurer shall keep or, at the discretion of the Board cause to be kept, correct and complete records showing accurately at all times the financial condition of League; shall be legal custodian of all monies and other valuables which may from time to time come into the possession of the League; shall maintain a bank account in the name of League; shall prepare and file or, at the discretion of the board, cause to be prepared and filed, all required corporation tax forms and reports; shall furnish at meetings of the Board of Directors and Membership or whenever requested by the Board of Directors, a statement of the financial condition of the League; shall maintain or, at the discretion of the Board, cause to be maintained a roster of active Members in Good Standing; and shall perform such other duties as the Board of Directors may prescribe.

### 1.9.3 Secretary

The Secretary shall have the custody and care of the corporate records of the League, shall attend all meetings of the Members and of the Board of Directors, shall keep a true and complete record of the proceedings of all such meetings, shall file and take charge of all documents belonging to the League, and shall perform such duties as may be prescribed by the Board of Directors. In the absence or incapacity of the Commissioner, the Secretary shall perform the duties of the Commissioner.

### 1.9.4 Compensation

The Officers shall serve without compensation.

## 1.10 Member Franchises

The League’s members shall consist of those Member Franchises (teams) admitted in accordance with these Bylaws and League Rules and Policy.

The Board of Directors shall have authority to admit, suspend, remove, or otherwise determine the membership status of Member Franchises, subject to these Bylaws. The Board may establish, or delegate through League Policy, reasonable procedures, eligibility standards, conditions of admission, requirements for good standing, and grounds and procedures for suspension or removal.

A Member Franchise admitted by the Board shall become a member of the League upon satisfaction of any initial conditions of admission established under League Rules and Policy.

## 1.11 Meetings of the Board

### 1.11.1 Annual Meeting

The Board of Directors shall hold its annual meeting after January 1 at a time and place set by the Commissioner.

### 1.11.2 Additional Meetings

Additional meetings of the Board of Directors may be called by the Commissioner or any Director.

### 1.11.3 Quorum and Voting

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. The affirmative votes of a majority of the Directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors, unless the affirmative vote of a greater number is required by law or these Bylaws.

### 1.11.4 Informal Action by Directors

Unless specifically prohibited by the Articles of Incorporation or these Bylaws, any action required to be taken or which may be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing or by electronic mail setting forth the action so taken shall be signed or submitted by all of the directors entitled to vote with respect to the subject matter thereof.

## 1.12 Meetings of the Member Franchise

### 1.12.1 Annual Meeting

The League shall hold an annual meeting of the Member Franchises after January 1 on a date, time, and place set by the Commissioner. This meeting shall include the Board of Directors and must be held in person, except in extenuating circumstances. It may take place immediately before or after the annual meeting of the board, but it is not required to do so.

### 1.12.2 Special Meetings

Special meetings of the Member Franchises may be called by the Commissioner, by a majority of the Board of Directors, or upon written request of Member Franchises entitled to cast at least one-third of the votes.

### 1.12.3 Notice

Reasonable notice of any meeting of the Member Franchises shall be provided to each Member Franchise entitled to vote and shall include the date, time, place, and principal business to be considered.

### 1.12.4 Quorum

Four-fifths of Member Franchises in good standing shall constitute a quorum for the transaction of member business.

### 1.12.5 Voting and Member Actions

Each Member Franchise in good standing shall be entitled to one vote on matters submitted to the membership.

Member actions shall include: 1. Election of Directors; 2. Advisory votes on League operational matters submitted for membership input; 3. Confidence votes on League Officers; 4. Approval of amendments to the Playing Rules.

Typographical corrections, formatting changes, cross-reference updates, and other non-substantive changes that do not alter the meaning or effect of a Playing Rule shall not constitute amendments requiring approval by Member Franchises.

Unless otherwise required by these Bylaws, member actions shall be decided by a simple majority of votes cast at a meeting at which a quorum is present.

## 1.13 Miscellaneous

### 1.13.1 Drafts, Checks, Deposits

All checks, drafts, or other orders for the payment of money by the League shall be signed by such officer or officers, agent or agents of the League and in such manner as shall from time to time be determined by resolution of the Board of Directors, or by an officer or officers of the League designated by the Board of Directors to make such determination.

All funds of the League not otherwise employed shall be deposited from time to time to the credit of the League in such banks, trust companies, or other depositories as the Board of Directors, or such officer or officers designated by the Board of Directors, may select.

### 1.13.2 Books Records and Minutes

The League shall keep correct and complete books and records of accounts and also shall keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors. All such books, records, and minutes shall be kept at the principal office of the League in the State of Illinois, and may be inspected by any director entitled to vote, for any proper purpose at any reasonable time.

### 1.13.3 Amendments

These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted by resolution of the Board of Directors at any time or from time to time by the vote of two-thirds of the Directors.

## 1.14 Dissolution

Upon dissolution of the League or the winding up of its affairs, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the League, distribute the remaining assets of the League in a manner consistent with the purposes of the League and applicable law. The Board may distribute such assets to one or more nonprofit, amateur athletic, community, or other lawful organizations whose purposes are consistent with those of the League, or as otherwise permitted or required by law. Any such assets not so disposed of shall be distributed to the federal government, or to a state or local government for a public purpose.