CONSTITUTION
CONSTITUTION OF Kirkland American Little League
ARTICLE I
OFFICES
1.1 The registered office of the Corporation (hereafter also referred to as “KALL”) shall be Post Office Box 146, Kirkland, Washington, 98033-0146.The Corporation shall have such other offices, which may be located within or without the State of Washington, as the Board of Directors shall determine from time to time.
The principal office of the Corporation shall be Post Office Box 146, Kirkland, Washington, 98033-0146.
ARTICLE II
OBJECTIVE
2.1 The objective of the KALL shall be to implant firmly in the children of the community the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so that they may be well adjusted, stronger and happier children and will grow to be good, decent, healthy and trustworthy citizens.
2.2 To achieve this objective the KALL will provide a supervised program of youth baseball and softball under the Rules and Regulations of Little League Baseball, Incorporated. All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary, and the molding of future citizens is of prime importance.In accordance with Section 501 (c) (3) of the United States Internal Revenue Code, the KALL shall operate exclusively as a non-profit educational organization.No part of the net earnings shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III
MEMBERSHIP
3.1 Any person sincerely interested in active participation to further the objective of this Local League may apply to become a Member.
3.2 The members of the Corporation shall be those people qualifying from time to time for the following classes of membership:
a) Player Members:
Any player meeting the requirements of Little League Regulation IV and who resides within the authorized boundaries of the KALL but shall have to rights, duties or obligations in the management or in the property of the Corporation.
b) Regular Members:
Any person to include parents or guardians of player members, managers, coaches, volunteer umpires, and elected and appointed league officials.
Regular members who are parents or guardians shall be identified on the player registration form for that season.In addition, a roster of all Board Members, managers, coaches, volunteer umpires, and other qualified voting individuals, who hold an appointed or elected position in KALL, will be recorded by the Secretary.The secretary will retain a list of parents/guardians from the player registration forms for that year plus all above listed qualified regular members. All offices, Board Members, Committee Members, Manager, Coaches, Volunteer Umpires and other elected or appointed officials must be an active Regular Members in good standing.
c) As used hereinafter, the word “member” shall mean a Regular Member unless otherwise noted.
d) Regular Members shall not be actively engaged in the promotion and/or operation of any other baseball or softball program.
3.3 Suspension or Termination:
Membership may be terminated by resignation or action of the Board of Directors
a) The Board of Directors, by a two-thirds vote of those present at any duly constituted meeting, shall have the authority to discipline or suspend or terminate the membership of any Member of any class when the conduct of such person is considered detrimental to the best interests of KALL and/or Little League Baseball and Softball.In taking such action the Board of Directors must provide due process, to the members, as stated in this section.
b) The member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
c) The Board of Directors shall, in case of Player member, give notice to the Manager of the team of which the player is a member.Said manager shall appear, in the capacity of an advisor, with the player before a duly appointed committee of the Board of Directors, which shall have full power to suspend, or revoke such player’s right to future participation.The player’s parent(s) or legal guardian(s) may also be present.The Board of Directors shall have full power to suspend or revoke such player’s right to future participation by two-thirds vote of those present at any duly constituted meeting (quorum is required).
ARTICLE IV
DUES, DONATIONS & FEES
4.1 The Board of Directors may establish dues for Regular Members at such amount as the Board of Directors shall determine prior to the beginning of any membership period.
4.2 The Board of Directors may establish reasonable amounts to be requested as donations or fees to offset costs involved in operating the Corporation and to assure its operational continuity.
ARTICLE V
MEETINGS
5.1 Annual Meeting:
The annual meeting of the Members of the KALL shall be held at the regular June meeting in each year for the purpose of electing officers, Directors, and members, receiving reports and for the transaction of such other business as may properly come before the meeting.
5.2 Notice of Meeting:
Notice of each meeting of the Members may be mailed or otherwise delivered to each member at his/her last recorded address; or in lieu thereof, notice may be given by telephone or publication in a local Kirkland newspaper or such other form as may be authorized by the Members, from time to time, at a regularly convened meeting ten days in advance.
5.3 Special Meetings:
Special meetings of the Members may be called by the Board of Directors or by the Secretary or President at their discretion. Upon the written request of twelve (12) members, the President shall call a special meeting to consider a specific subject.No business other than that specified in the notice of the meeting shall be transacted at any special meeting of the Members.
5.4 Quorum:
At the Annual/General & Election Meetings, normally held in March and June respectively, the presence in person or by absentee ballot to vote of 75 members or more shall be necessary to constitute a quorum.The presence in person or by absentee ballot of a majority of the sitting Board of Directors members, not to be less than twelve (12) members of the established Board of Directors members is required at regular monthly meetings.
5.5 Voting:
Only Regular Members shall be entitled to vote at any meeting of the KALL on appropriate matters.
5.6 Rules of Order:
Roberts Rules of Order shall govern the proceedings of all meetings, except where same conflicts with the Articles or By-Laws of the KALL.
ARTICLE VI
BOARD OF DIRECTORS
6.1 Board of Directors and Number:
Authority is vested in the Board of Directors to manage the property and affairs of the league.The number of Directors shall be those specified in 6.2.Directors shall, upon election enter into the performance of their duties at the first Board of Directors meeting in October and continue until their successors have been duly installed in October of the following year.
6.2 Required Members:
The Board of Director Membership shall include the President, Secretary, Treasurer, Equipment Manager, Fields Coordinator, Concessionaire, Safety/Training Officer, Baseball Director, Major/Coast Baseball Player Agent, Major Baseball Vice President, Major Baseball Umpire-in-Chief, Coast Baseball Vice President, Minor/T-Ball Player Agent, Minor Baseball Vice President, AA Baseball Vice President, T-Ball Baseball Vice President, Softball Director, Softball Umpire-in-Chief, Big League Softball Coordinator, Senior/Junior Softball Vice President, Senior/Junior Softball Player Agent, Major Softball Vice President, Major/Minor Softball Player Agent, Coast Softball Vice President, Minor Softball Vice President and T-Ball Softball Vice President; a majority of which can not be active managers or coaches in KALL.
6.3 Annual Election and Term of Office:
At an election to be held in early June, the members shall elect the Board of Directors for the ensuing year.The number so fixed may, within the limits prescribed by the foregoing Section 6.1, be increased or decreased at any regular or special meeting of the Members, and if the number is increased, the additional directors may be elected at the meeting at which the increase is voted, or at any subsequent meeting.All elections of directors shall be by majority vote of all members present.
6.4 Vacancies:
If any vacancy occurs in the Board of Directors by death, resignation, or otherwise, it may be filled by a majority vote of the remaining directors at any regular meeting or any special meeting called for the purpose.
6.5 Meetings, Notice and Quorum: Regular meetings of the Board of Directors shall be held on such days as shall be determined by the Board.The President or the Secretary may, whenever any of them deems it advisable, and the Secretary shall, at the request in writing of twelve (12) directors, issue a call for a special meeting of the Board of Directors.Notice of each meeting shall be given by the Secretary to each director either by mail at least three (3) days before the time appointed for the meeting to the last recorded address of each director, or by telephone or electronic means or personal notice twenty-four (24) hours preceding the meeting.
A majority of all filled positions of the Board of Directors shall constitute a quorum for the transaction of business and the affirmative of those directors shall be the act of the Board of Directors.
In the case of special meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meetings.
Duties and Powers:The Board of Directors shall have the power to appoint such standing committees as it shall determine and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.
The Board of Directors may adopt such rules and regulations for the conduct of its meetings and the management of the KALL as it may deem proper, provided such regulations do not conflict with this Constitution.
The Board of Directors shall receive at the annual Board of Directors’ meeting of the Members of the KALL a report, verified by the President and the Treasurer, or by a majority of the directors, showing the whole amount of real and personal property owned by it, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding, the date of the reporting and the manner of the acquisition; the mount applied, appropriated and expanded during the year immediately preceding such date, and the purposes, objects or persons to and for which such applications, and appropriations or expenditures have been made, which report shall be filed with the records of the KALL and an abstract thereof entered in the minutes of the proceeding of the annual meeting.
ARTICLE VII
OFFICERS, DUTIES AND POWERS
7.1 Election:
Immediately following the annual election, the Directors present, provided there be a quorum of members, shall meet for the purpose of electing officers for the ensuing year.
7.2 Officers:
The Officers of KALL shall consist of a President, Director (Baseball), Director (Softball), a Secretary, a Treasurer, an Equipment Manager, Player Agents, Program Vice-Presidents, Umpires-in-Chief, Fields Coordinator, Training/Safety Officer and Concessionaire.
The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each and may fill any vacancy which may occur in any office.The Board may appoint other officers or agents as necessary but shall limit voting privilege to elected officials.
7.3 President:
The President of KALL shall:
a) Conduct the affairs of the KALL and execute the policies established by the Board of Directors.
b) Present a report of the condition of the KALL at the annual meeting in March.
c) Communicate to the Board of Directors, such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the KALL
d) Be responsible for the conduct of the KALL in strict conformity to the policies, principles, Rules & Regulations of Little League Baseball & Softball, incorporated, as agreed to under the conditions of charter issued the KALL by that organization.
e) Designate in writing, other officers, if necessary, to have power to make and execute for/and in the name of KALL such contracts and leases as may have received a prior approval of the Board of Directors.
f) Investigate complaints, irregularities and conditions detrimental to the KALL and report thereon to the Board of Directors or Executive Committee as circumstances warrant.
g) Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
h) With the assistance of the Player Agents, examine the applications and supporting proof-of-age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
7.4> Directors and Vice-Presidents:
a) Director and Vice-Presidents—Baseball:The Director and Vice-Presidents of Baseball shall have primary responsibility for coordinating and administering the KALL Baseball leagues.
b) Director and Vice-Presidents—Softball:The Director and Vice-Presidents of Softball shall have primary responsibility for coordinating and administering the KALL Softball leagues.
c) In case of the absence or disability of the President, and provided he or she is authorized by the President or Board of Directors so to act, either one of the Directors shall perform the duties of the President, and when so acting, shall have all the powers of that office.Both Directors shall have such other duties as from time to time may be assigned to him or her by the Board of Directors or by the President.
7.5 Secretary:
The Secretary shall:
a) Be responsible for recording the activities of the KALL and maintain appropriate filed, mailing lists and necessary records to include a register of all members and directors.
b) Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the Office of Secretary or as may be assigned by the Board of Directors.
c) Keep the minutes of the meetings of the Members, the Board of Directors and the Executive Committee, and cause them to be recorded in a book kept for that purpose.
d) Conduct all correspondence not otherwise specifically delegated in connection with said meeting and be responsible for carrying out all orders, votes, and resolutions not otherwise committed.
e) Notify Members, Directors, Officers and committee members of their election or appointment.
7.6 Treasurer:
The Treasurer shall be the chief financial officer of the Corporation and shall keep, in writing and in accordance with good bookkeeping practice, the financial records of the Corporation.If the Corporation establishes a bank account, deposits therein and withdrawals there from shall be by the Treasurer as directed by the Board of Directors.The Board of Directors may require that the Treasurer be bonded, the premium therefore to be paid by corporate funds.The Treasurer shall render a brief report at each regular meeting of the membership, at any time when requested to do so by the Board of Directors, and shall render an annual summary of receipts and disbursements at the annual meeting of the membership in September.
7.7 Equipment Manager:
The Equipment Manager shall secure bids on needed supplies, uniforms and equipment and make recommendations for their purchase to the Board of Directors.
The Equipment Manager shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning and storage there of at the close of the season.
7.8 Player Agents:
The Player Agent for each league shall:
a) Record all player transactions and maintain an accurate and up-to-date record thereof.
b) Receive and review applications for player candidates and assist the President in checking residence and age eligibility.
c) Conduct the player auction or draft and all other layer transactions or selection meetings.
d) Prepare the Player Agent’s list.
e) Prepare for the President’s signature and submission to Little League Headquarters, team rosters including player’s claimed, and the tournament team eligibility affidavit.
7.9 Fields Coordinator:
The Fields Coordinator is responsible for the coordination for the scheduling of game and practice fields for all the KALL teams. He/she is responsible for liaison between the league, City of Kirkland Parks Department, school district and King County and other organizations and groups for the use of various fields.The Fields Coordinator receives and gives recommendations to the Board for all needs and requirements to maintain and improve all game and practice fields.
7.10 Concessionaire:
The Concessionaire is responsible for coordinating the staffing of the concession stands through the appropriate Directors and Vice-Presidents.
The Concessionaire provides guidance and training to the staff personnel in the concessions. The Concessionaire shall maintain a clean, healthy environment designated as a concession area.The Concessionaire shall purchase needed inventory and maintain close control of stock and make recommendations to the Board of Directors on new items or to dispense selling other items.
The concessionaire shall maintain an accurate accounting or purchases and receipts and make or recommend needed repairs or changes to the concession area.
7.11 Training Officer:
The Training Officer is responsible for coordinating manager, coach, umpire, safety and other needed clinics for the entire league. The Training Officer works with the Directors, Vice-Presidents, Umpire-in-Chiefs and other league officials to develop a training schedule and program.
The Training Officer shall locate and schedule appropriate personnel to conduct the clinics.The Training Officer shall distribute all appropriate rule books, pamphlets, literature and other handouts to league officials, managers, coaches, umpires and parents.
7.12 Safety Officer:
The Safety Officer is overall in charge of safety within the league.The Safety Officer is responsible for coordinating safety activities, training in safety, safety clinics and a focal point for safety recommendations.The Safety Officer will review procedures and policies at practices and games to determine the overall safety for the league players, both in regards to field and playing conditions. The Safety Officer will follow up on any accidents so that similar mishaps can be prevented.The Safety Officer will instruct managers and coaches as to the safety precautions described in the “Play It Safe” pamphlet distributed by Little League Baseball & Softball, Inc.
ARTICLE VIII
EXECUTIVE COMMMITTEE
8.1 The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) nor more than eight (8) directors, one of whom shall be the President of KALL.
However, such Executive Committee may not have authority over the Board of Directors.
8.2 The executive Committee shall advise with and assist the Officers of the KALL in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board of Directors.
Its purpose will be to expedite decisions that must be made within a period of one week’s time or under emergencies that require immediate attention.
All actions this Executive Committee takes must be reported at the next scheduled Board of Directors meeting of the KALL.Financial decisions will be limited to $1,000.00 in all matters relating to KALL.
8.3 At any meeting of the Executive Committee a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.
ARTICLE IX
OTHER COMMITTEES
9.1 The Board of Directors shall create and appoint members to various committees as deemed necessary to manage the affairs of KALL.
ARTICLE X
AFFILIATION
10.1 Charter:
The KALL shall annually apply for a charter from Little League Baseball & Softball, Inc., and shall do all things necessary to obtain and maintain such charter.
The KALL shall devote its entire energies to the activities authorized by such charter and it shall not be affiliated with any other program or organization or operate any other program.
10.2 Rules & Regulations: The Official Playing Rules and Regulations as published by Little League Baseball & Softball, Inc., Williamsport, Pennsylvania, 17701, shall be binding on KALL.
10.3 KALL Rules:
The local rules of KALL shall be adopted by the Board of Directors at a meeting to be held not less than one month previous to the first scheduled game of the season, but shall in no way conflict with the Rules & Regulations of Little League Baseball & Softball, Inc. nor shall they conflict with this Constitution. The local rules, ground rules and/or bylaws of this Local League shall expire at the end of each fiscal year, and are not considered part of this Constitution.
(See Article XI, Section 7 for fiscal year of this league.)
ARTICLE XI
FINANCIAL AND ACCOUNTING
11.1 The Board of Directors shall decide all matters pertaining to the finances of the KALL and it shall place all income in a common league treasury, directing the expenditure of same in such manner as will give no individual or team an advantage over those in competition with such individual or team.
11.2 The Board of Directors shall not permit the contribution of funds or property to individual teams but shall solicit same for the common treasury of the KALL, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of KALL.
11.3 The Board of Directors shall not permit the solicitation of funds in the name of Little League Baseball & Softball, Inc., unless all of the funds so raised are placed in the KALL treasury.
11.4 The Board of Directors shall not permit the disbursement of KALL funds for other than the conduct of Little League activities in accordance with the rules and policies of Little League Baseball & Softball, Inc.
11.5 No Director, Officer or Member of KALL shall receive directly or indirectly, any salary, compensation or emolument from the KALL for services rendered as Director, Officer or Member.
11.6 All monies received shall be deposited to the credit of the KALL in Key Bank, Kirkland Park Place Branch, and all disbursements shall be made by check.All checks shall be signed by the KALL Treasurer and such other officer or officers or person or persons as the Board of Directors shall determine.
11.7 The fiscal year of the KALL shall begin the first day of October and shall end the last day of September.
11.8 The Board of Directors may appoint annually appoint an Audit Committee to review financial aspects of the program and validate the annual financial statement, which must be published.
The president, treasurer and signatories of checks are not eligible to sit on this committee.
11.9 Distribution of Property upon Dissolution:Upon dissolution of the KALL and after all outstanding debts and claims have been satisfied, the Members shall distribute the property of the KALL to such other organization or organizations which are Federally incorporated charities maintaining an objective similar to that set forth herein, which are or may be entitled to exemption under Section 501 (c) (3) of the Internal Revenue Code or any future corresponding provisions.
ARTICLE XII
INDEMNIFICATIONS OF TRUSTEES AND OFFICERS
To the fullest extent permitted by law the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Corporation or otherwise) by reason of the fact that he or she is or was a Director of Office of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and (in case of expenses and settlements) reasonably incurred by him or her in connection with such action, suit or proceeding; and the Board of Directors may, at any time, approve indemnification of any other person which the Corporation has the power to indemnify.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law by contract, by vote of the members or otherwise.
ARTICLE XIII
AMENDMENTS
This Constitution and By-Laws may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Members provided notice of the proposed change is included in the notice of such meeting.Draft of all proposed amendments shall be submitted to Little League Baseball & Softball, Inc., for approval before implementation.
This Constitution was approved by the Membership of the Kirkland American Little League
June 11, 2002
This Local League’s Constitution on file at Regional Headquarters (most recently-approved copy) is the official Constitution of this Local League.
Little League Baseball does not limit participation it its activities on the basis of disability, race, creed, color, national origin, gender or religious preference.
