8.0 KiB
Constitution and Bylaws
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 League (the "League"). The League shall have powers as are now or as may hereafter be granted by the Act.
Purpose
This League is organized exclusively for such social and athletic purposes as will qualify under Illinois statue 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.
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 Constitutions and Bylaws.
Limitations
Notwithstanding any other provisions of this Constitution and Bylaws (the "Bylaws"), the following rules shall conclusively bind the League and all persons acting for or on behalf of it:
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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.
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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.
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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 Section 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of the Code and regulations as they now exist or as they may hereafter be amended.
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.
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.
Directors
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.
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.
Election and Term of Office
Directors shall be elected at the annual meeting of the League. 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 he or she is elected and until his or her successor has been elected or until his or her death, resignation, or removal. Directors may serve successive terms.
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.
Compensation
The Directors shall serve without compensation.
Officers
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 serve successive terms.
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.
Officer Duties
Commissioner
The duties and powers of the Commissioner are as follows:
- execute contracts, with approval of the board or in accordance with the budget approved by the board
- Shall serve a life term or until voluntary relinquishment of the office.
- Preside over all League meetings.
- Official spokesman to news media and others whenever the League’s point of view is needed.
- Call all regular and Rules and Competition Committee meetings and assign the date and place thereof.
- Appoint persons to positions as he deems necessary or until elections are held.
- Assess fines and punishments as he deems necessary with just cause.
- Prepare and propose the League’s budget for approval by the Board.
- Gather all information regarding protests.
- Maintain a league website to keep Managers and players apprised of the state of the league.
- Judge and take action on all circumstances not covered in the Constitution and By-Laws in good faith and furtherance of the stated goals and principles of the league.
- Interpret the rules and by-laws of this Constitution and make appropriate decisions thereof.
- Decisions of the Commissioner may be appealed to the Rules and Competition Committee. Appeals must be presented in writing and must contain specific grounds for the appeal.
Treasurer
The Treasurer shall be responsible for the League’s monetary assets and its proper handling and distribution as ordered by the league and its Commissioner.
tax returns
Secretary ?
Compensation
The Officers shall serve without compensation.
Meetings of the Board
Annual Meeting
The Board of Directors shall hold its annual meeting after January 1 at a time and place set by the Commissioner. This meeting must be held in person, except in extenuating circumstances. The Board of Directors may invite a representative from each Member Franchise to attend the annual meeting.
Additional Meetings
Additional meetings of the Board of Directors may be called by the Commissioner or any Director.
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.
Misc
Amendments
These By-Laws 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.