10 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 Commissioner shall
- Preside at meetings of the Membership and of the Board of Directors.
- 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.
- Prepare and propose the League’s budget for approval by the Board.
- Shall 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.
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.
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.
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.
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.
Miscellaneous
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.
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.
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.
Dissolution
Upon dissolution of the League or the winding up of its affairs, the League's Board of Directors shall, after paying or making provisions for the payment of all the liabilities of the League, dispose of all the assets of the League exclusively for the purposes of the League in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Code, or any corresponding section of any future federal tax code, as the Board of Directors shall determine. 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.