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Stateline Baseball

Stateline Baseball - ByLaws

ARTICLE I. Name

The name of this program is Stateline Baseball, Inc. 

ARTICLE II. Purpose

The primary purpose of this program is the establishment, supervision, and operation of youth baseball programs. All programs and services offered by Stateline Baseball shall align with one or all of the following goals:

  • To train, educate, promote and develop baseball skills and sportsmanship in youth.
  • To lend all possible support, both moral and financial, to develop baseball programs in the IL/WI Stateline area.
  • To work with other organizations in the area to provide quality Baseball instruction, education, and training of amateur athletes.

ARTICLE III. Membership

This organization does not have any classification of members outside of the Board of Directors. Participation in any programs offered by this organization does not grant membership status, and no person outside of the Board of Directors shall have any voting rights for this organization.

ARTICLE IV. Board of Directors

1.0 - Powers & Authorities

Stateline Baseball shall be governed by a Board of Directors, consisting of duly elected and/or appointed persons, whom are willing and able to perform their duties as necessary to further the purpose of Stateline Baseball as a whole. The Board of Directors shall hold all authority over the organization and/or any of the programs it offers.

2.0 - Executive Officers

Stateline Baseball shall have a President, Vice President, Treasurer and Secretary. Executive Officers shall not receive any salary related to their roles as Executive Officers. No one person may hold the seat of more than one Office. 

2.1 - President: The President shall preside at the meetings of the Board of Directors. In the absence of paid staff, the President shall ensure the supervision and administration of the business and affairs of Stateline Baseball. The President shall play a major role in resource development and in representing Stateline Baseball within and outside the community. The President may sign any contracts, deeds, bond, mortgages, or other instruments and enter into agreements necessary to carry out the missions and programs of Stateline Baseball except where limited by the Articles of Incorporation or these Bylaws.

The President shall communicate and make suggestions as may in her/his opinion tend to promote the prosperity and welfare of Stateline Baseball and, subject to the supervision of the Board of Directors, shall perform all duties customary to that office.

2.2 - Vice President: In case of the absence of the President, or of her/his inability from any cause to act, the Vice President shall perform the duties of that office. Like the President, the Vice President shall play a major role in resource development and in representing the organization within and outside the community.

2.3 - Treasurer: The treasurer shall be responsible for financial management and/or oversight of Stateline Baseball. He/she shall hold all fiscal records, ensuring the appropriate records are kept and filed with the appropriate agencies as necessary to conduct business in the state in which Stateline Baseball operates programs and/or services. He/she shall ensure that all funds are recorded, spent and monitored consistent with funding and legal requirements, and in line with the directives of the Board of Directors.

2.4 - Secretary: The Secretary shall be responsible for keeping an accurate record of all meetings of the Board of Directors, see that all notices are duly given in accordance with these Bylaws or as required by law, maintain the official records of the organization and in general perform all duties customary to the office of Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Secretary shall have custody of the Articles of Incorporation, Bylaws, and other resolutions, rules, regulations and policy records of the Organization.

The Board of Directors may give general authority to any Director other than the President the authority of "acting secretary" as needed to complete these duties in the event that a duly elected Secretary is not in office.

3.0 - Directors

Stateline Baseball shall have, in addition to the 4 Executive Officers as outlined in Section 2.0 of Article IV of these bylaws, Directors, duly appointed and qualified, whom shall serve at the pleasure of the President and with the Executive Officers to further the purpose and goals of Stateline Baseball.

3.1 - Number of Directors: There shall at no time be less than 3 Directors, and no more than 9 Directors.  At any time the Board of Directors may elect to increase or decrease the number of Director seats, and if so chosen, the total number of Directors seats shall increase or decrease in increments of 2.

3.2 - Duties: It fall upon the Directors, under the direction of the President, or Vice-President acting in his stead, along with the Executive Officers of Stateline Baseball, to conduct the business of Stateline Baseball as necessary to further the purpose and goals of the organization as a whole. Furthermore, the Directors shall hold the elected Executive Officers accountable to their responsibilities to the organization as outlined in Section 2 of Article IV -Board of Directors of these Bylaws.

4.0 - Terms of Service

The term of office of each seat on the Stateline Baseball Board of Directors shall be for 1 year and continued thereafter until his or her successor has been elected, the director has been removed from their seat, or a resignation has been tendered.

5.0 - Election of Directors & Officers

Stateline Baseball Directors shall be appointed by the President. Director appointments shall be announced at a regular board meeting, and the board shall be given an opportunity to object to the appointment by a majority vote. If no objection is made, or the objection fails, the appointment shall stand. A director appointed to fill a vacancy shall be appointed for the unexpired term of his/her predecessor.

Stateline Baseball Executive Officers shall be elected at the Annual Meeting of the Board of Directors, or at any special meeting called for that purpose. The names of all eligible Candidates and Nominees desiring election to the Board of Directors shall be provided to the Secretary two weeks prior to the meeting and forwarded to all current Stateline Baseball Directors for review.

5.1 - Qualifications: All Board Officers and Directors must be active participants or volunteers of Stateline Baseball and reside within the United States of America. No person shall be considered for election that has a known history of criminal activity. Such provision shall be enacted only in the presence of clear and convincing evidence of criminal activity. The Board of Directors may choose to waive these qualification guidelines at its sole discretion, and shall note when such waiver is enacted.

5.2 - Nominations: Nominees shall require a nomination from no less than 3 current members of the Board of Directors to be considered for election. Incumbent officers require no such nomination to seek another term in their current seat. No additional nominees may be added from the floor at the time of the election. Consent of the Nominee shall be a pre-requisite for nomination.

5.3 - Election Procedure: The President shall announce all open seats, and all respective candidates. One by one each seat shall be voted on by the current Board of Directors. Election of the Board of Directors shall be by roll call of all present Officers and Directors, majority passing, with the President voting only in case of a tie. Any candidate or nominee may request a silent ballot for the appropriate vote, and such a request shall be honored. In the case that multiple nominees are interested in the same seat, such a vote must be by silent ballot. The newly elected officers of the Board of Directors shall assume office at the conclusion of the meeting during which the election was held.

6.0 - Removal of Directors

A Director may be removed by a majority vote of the Board of Directors at any regularly scheduled or special meeting of the Board of Directors, whenever in its judgment the best interests of Stateline Baseball would be served thereby.

7.0 - Resignation

A director may resign from the Board at any time by giving notice in writing to the Board. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

ARTICLE V. Meetings

1.0 - Quorum

A Quorum for a meeting shall be necessary to conduct any business for Stateline Baseball. A quorum shall be considered met when the majority of the Board of Directors are present at an appropriately called meeting.  No quorum shall be considered outside of regular, special or annual meetings. 

In absence of a quorum at any appropriately called meeting of the Board of Directors, if there is important business where an opportunity would be lost unless acted upon immediately, the members present can, at their own risk, act in the emergency with the hope that their action will be ratified by a later meeting at which a quorum is present.

2.0 - Regular Meetings

Regular meetings of the Board of Directors shall be held at any suitable and convenient location and time as may be designated by the SYA President.

The Secretary, or any person recognized by the Board of Directors whom is acting as such, shall serve notices of regular meetings including agendas to the Board of Directors. Meetings of the Board of Directors are open to anyone in the public that requests permission to attend and is granted permission by the presiding officer to attend the meeting. A public comments portion of the meeting will be given to any non-board members that would like to address the board.

3.0 - Special Meetings

The President may call a special meeting of the Board of Directors at any time. A majority of the Board of Directors may petition the President to call a special meeting to propose new actions to be taken by the Board of Directors or to redirect actions previously taken by the Board of Directors. The Secretary, or any person recognized by the Board of Directors whom is acting as such, shall serve notice of such a special meeting, specifically stating the purpose for calling the meeting, upon the Board of Directors before the date set for special meeting.

4.0 - Annual Meeting

Each year Stateline Baseball shall hold an annual meeting of the Board of Directors.  The Secretary, or any person recognized by the Board of Directors whom is acting as such, shall serve notice of meeting location and time to all Board members.  

5.0 - Order of Business

At any meetings for Stateline Baseball business, Roberts Rules of Order shall be the official format in which meetings are conducted. The order of business shall be:

  1. Call to Order / Determine Quorum / Roll Call (quorum set)
  2. Reading of the Minutes
  3. Review of Agenda / Amendments to Agenda
  4. President's Report
  5. Treasurers Report
  6. Report of any Committees
  7. Old Business
  8. New Business
  9. Election of Officers (Annual Meeting)
  10. Adjourn

6.0 - Voting

Each Officer & Director shall have 1 vote for all matters before the Board of Directors.  The President shall only vote in the case of a tie.  Members do not have a vote.

7.0 – Absence

Any Board member who is absent from three (3) successive Board meetings or fails to participate for a full year shall be deemed to have resigned due to non-participation, and his/her position shall be declared vacant, unless the Board affirmatively votes to retain that director as a member of the Board.

8.0 - Informal Actions

Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required to be taken by the Board may be taken without a meeting if a majority of the directors consent in writing through fax, mail, or by e-mail to the adoption of the action. The consents thereto by the directors shall be filed with the minutes of the scheduled meeting immediately following the action.

ARTICLE VI - Dissolution

In the event of dissolution of Stateline Baseball, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations which, at least generally, includes a purpose similar to that of Stateline Baseball. The organization to receive the assets of Stateline Baseball shall be selected at the discretion of the managing body of Stateline Baseball.

ARTICLE VII - Amendment of Articles & Bylaws

The Articles of Incorporation and the Bylaws of the Corporation may be adopted, amended, or repealed by a majority vote of the directors then in office, provided that at least ten days' written notice has been given each member of the Board of the intention to adopt, amend, or repeal the Articles of Incorporation or the Bylaws.

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