Framingham Girls Fastpitch Softball will examine and update our By-Laws in the Fall of 2017
Framingham Girls FastPitch Softball
Articles of Organization
The name and purposes of the corporation shall be as set forth in its Articles of Organization. These By-Laws, the powers of the corporation and of its directors and regulation of the affairs of the corporation shall be subject to the Articles of Organization in effect from time to time, whose purpose is to foster and assist in the development of youth athletic activities and to promote and encourage social, civil, and educational and athletic activities, and to develop and promote youth softball in Framingham, Massachusetts.
Members of the Corporation
Section 1. No Members. The corporation shall have no members. Any action or vote that chapter 180 of the General Laws of the Commonwealth of the Commonwealth of Massachusetts or any other law, rule or regulation, requires or permits members to take shall be taken instead by an action or vote of the same percentage of the directors of the corporation.
Section 2. Diversity-The Corporation encourages diversity of gender, race, color, age, religion, disability, national origin, sexual orientation and geographic representation in its Offices, Board of Directors, and
Board of Directors
Section 1. Powers. The general management of the affairs of the corporation shall be vested in the Board of Directors, whose board may exercise all of the powers of the corporation.
Section 2. Number. The Board of Directors shall be of such number as a majority of the directors shall determine from time to time, but such number shall not be fewer than three and not more than thirteen.
Section 3. Executive Officers. The executive officers shall be those persons listed as directors in the Articles of Organization, who shall serve until the first annual meeting of directors and the election by outgoing Board of Directors at such meeting. The officers are comprised by the league President, Vice President, Treasurer and Secretary
Section 4. Election, Term of Office and Vacancies.
- At each annual meeting, open director positions shall be filled via election.
- The term of office for each director (other than a member of the first Board of Directors and as provided below) shall be two years and until such director’s successor shall be elected and accept election.
- Any person may serve as a director without limitation on successive terms so long as that person is re-elected by a majority of then serving board members.
- No more than 60 days but not less than 30 days prior to the annual meeting, the Secretary shall make known the upcoming board members whose terms are ending. This notice shall be posted on the league website as well as announced during the two meetings prior to the annual meeting.
- Nominations for upcoming open board positions may be made by any board member after the announcement of open positions. Nominations may be made during board meetings or via email to the entire board.
- Each nomination shall require a second from another board member for addition to the ballot. Seconds may be made during board meetings or via email to the entire board.
- Nominated persons for each open position shall have an opportunity to address the board regarding that person’s qualifications to serve. The board may set standards for nominee’s advocacy so long as each nominee has an equal opportunity to advocate.
- After hearing all nominees, the board may conduct closed door discussions among voting members to evaluate the merits of each candidate.
- The board shall elect via written ballot enough members to fill open positions. Nominees receiving a majority affirmation via ballot shall be considered elected.
- Should the number of nominees receiving a majority affirmation exceed the number of open positions, nominees will be considered elected according to the total number of affirmative votes each received, highest to lowest.
- Should the number of open positions be greater than the number of nominees, or should the number of nominees receiving a majority of ballots be fewer than the number of open positions, the entire board, including the newly elected members, may decide to hold a special meeting at a later date to fill the open positions, or may decide to temporarily restrict membership to those currently elected, with the open positions to be filled at the next annual meeting.
- Any vacancy which may occur due to death, resignation, removal or other unexpected cause may be filled via special election. The term of anyone elected via special election shall be only the balance of the open position, not an entire two years.
Section 5. Ex-Officio Members. The then serving Umpire in Chief of softball shall be a Board member by virtue of his appointment.
Qualifications for this position are as follows:
- The Umpire in Chief must be in good standing with his local umpiring association.
- The Umpire in Chief must be qualified to train new umpires working for FGFS.
- The Umpire in Chief must have at least 5 years of umpiring experience.
- The Umpire in Chief must participate on Framingham Girls FastPitch Softball rules and policies committees.
- Ex Officio members serve at the pleasure of the President and Executive Committee, and must be approved by a majority vote of the board every two years, or upon nomination if said appointments are requested at meetings other than the annual meeting. An Ex Officio Member of the Board of Directors, as defined in these Board Policies, shall be entitled to the privileges of a regular member of the Board of Directors
Section 6 Advisory committee members- At the annual meeting or at such time as a
nomination is proposed by a board member and seconded by another
board member. the Board of Directors by majority vote can appoint
individuals interested in being a member of this committee. Advisory
committee members can participate in the monthly meetings and have no
voting privileges. The term of an advisory Committee member shall be
for a period of one year with no time limit to the number of consecutive
terms. The criteria for appointment is as follows:
§ Must be interested in participating in Framingham Girls Fast Pitch Softball’s standing committees as appointed by the President
§ Must have attended three or more meetings prior to the annual meeting
§ Must be nominated and seconded by a current Board member
§ Must attend at least 6 meetings during the calendar year once appointed to maintain status
Section 7. Resignation. Any director may resign at any time by giving written notice of such to the President or clerk. Such resignation shall be effective upon receipt of such notice by the President or Secretary or Executive Board member, unless the notice specifies a later effective date.
Section 8. Removal. A director may be removed or suspended for cause by an affirmation vote of two-thirds of the directors present at a special meeting called for that purpose after such director has been given reasonable notice and opportunity to be heard. Reasons for removal for cause will include, but not limited to, felony conviction, malfeasance, excessive absenteeism (defined as 2 consecutive meetings without notification to the Executive committee secretary), and/or violations of Board policies and conduct harmful to Framingham Girls Fast Pitch Softball.
Section 9. Delegation. The Board of Directors may delegate such of their powers as the consider advisable, except those powers which by law, the Articles of Organization, or these By-Laws may not be so delegated, to any office or agent of the corporation or to such committees as may from time to time be activated as provided herein.
Section 10. Chairperson. From time to time the Board of Directors may elect a chairperson who shall preside over all meetings of the Board of Directors and who shall have such other powers and duties as shall be specified by the Board of Directors. The chairperson shall serve for a three year term and until his/her successor shall have been elected and shall have accepted election. The chairperson shall not serve more than two consecutive terms.
Section 1. Annual Meetings. The annual meeting of the Board of Directors shall be at such place and time as the Board of Directors may determine and shall, unless otherwise determined, be held during the month of September.
Section 2. Special Meetings. Special meetings of the Board of Directors may be called by the President, the Chairperson, or any two directors. Special meetings are closed sessions to the public. The outcomes are communicated to the involved parties by the executive committee. The results and discussions during the session(s) are not available or published to the public.
Section 3. Notice. Five days’ written notice or one day telephonic notice shall be given of all meetings of the Board of Directors, stating the date, purpose, time and place of such meeting.
Section 4. Quorum and Voting at Meetings. A majority of the directors then in office shall constitute a quorum at all meetings, including annual meetings and special meetings called for any purpose. Voting at any meeting at which a quorum is present shall be by majority vote of those present except as any applicable law, the Articles of Organization or these By-Laws shall require. The directors present at a duly organized meeting may continue to transact business until adjournment notwithstanding the withdrawal of any one or more directors so as to leave less than a quorum.
Section 5. Action without a Meeting. Actions taken by the board as a whole or any committee without a meeting shall be limited to only those actions that are specifically allowed within the vested powers attributed to that committee. Any other action is only allowed by majority assent in a vote. Such votes may be electronic in nature, pursuant to the guidelines of these by-laws.
Section 6. Telephonic Participation in Meetings. The directors or members of any active committee may participate in a meeting of the Board of Directors or such committee, respectively, by means of a conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.
Section 7. Waiver of Notice. Whenever any notice is required to be given by any applicable law, the Article of Organization or these By-laws, a waiver of notice signed either before or after the action for which notice is required shall have the effect of written notice unless otherwise specifically prohibited by law.
Section 8. Minutes. The President or Secretary shall keep the minutes of each meeting of the Board of Directors. Minutes from the prior monthly meeting should be posted on the website and distributed 5 business days after board approval.
Section 1. Officers. The officers of the corporation, in addition to a chairman of the Board if there be one, shall be a President, a treasurer, a secretary and any other officers, including but not limited to one or more Vice Presidents, that the Board of Directors may from time to time designate. The same individual may concurrently hold more than one office, except that the same individual may not concurrently hold both the offices of President and Vice President. The President shall be a member of the Board of Directors.
Section 2. Election and Term. The Board of Directors shall, at each annual meeting of directors, elect the officers, including but not limited to one or more vice Presidents, who shall serve for a two year period and until their respective successors are elected and accept election. Any person may be reelected to successive terms as an officer, without limitation. The voting process is by prepared ballot by the Secretary. Ballots will be distributed to those members eligible to vote. The President will appoint an advisory committee member if present to compile and tally the results. If not present, an executive committee member (not up for re-election) will be appointed. The President will announce the results.
Section 3. Powers. The officers shall have the power and perform the duties customarily belonging to their respective offices, including, but not limited to, the powers and duties listed below, and including any powers or the duties as may be vested in their respective offices by the directors or these By-laws:
(a) The President shall be the chief executive officer of the corporation and subject to the control of the directors, shall have general charge and supervision of the affairs of the corporation. If there is no Chairman of the Board, the President shall preside at all meetings of the directors or may designate another person or chief operating officer to act as presiding officer.
(b) The Vice President(s), or chief operating officer, if there be any, shall have such duties and powers as the directors may determine. During such time as the President is absent or unable to act, the Vice President (or the First Vice President if more than one is serving), shall have and may exercise all the powers and duties of the President.
(c) The Treasurer shall, except as the directors may otherwise provide, have the custody of all funds, securities and valuable documents of the corporation. The Treasurer shall maintain proper books of accounts on all property of the corporation, which books shall be open at all times to inspection by the directors or other authorized persons. Whenever required to do so by the Board of Directors or the President, he or she shall submit to the directors a statement of accounts, consisting of a balance sheet and related statements of income and expense and of changes in all funds for the fiscal year then ended. The Treasurer, under the direction of the Board of Directors, shall have general charge of the corporation’s financial affairs, including supervising the signing of all checks, payments of accounts and collection of debts.
(d) The Secretary shall record and maintain records of all proceedings of the directors in a book or series of books kept for that purpose, which book or books shall be kept within the commonwealth of Massachusetts and at the principal office of the corporation or at the office of its clerk or of its resident agent and which book or books shall be open at all reasonable times to the inspection of an director. Such book or books shall also contain records of all meetings of incorporators and the original, or attested copies, of all records of the meeting of directors. If the Secretary is absent from any meeting of directors, a temporary clerk shall exercise the duties of the Secretary at that meeting. The Secretary shall record and maintain records of addresses for notices of the directors and shall be responsible for the delivery of all notices of meetings of the directors and for such other correspondence as directed by the Board of Directors. The Secretary shall, unless and until the corporation shall appoint, in the manner prescribed bylaw, a resident agent for service of process, be a resident of the commonwealth of Massachusetts.
Section 4. Resignation and Removal. Any officer may resign at any time by giving written notice of such resignation to the Secretary or President. Such resignation shall be effective upon receipt of such notice, unless the notice specifies a later effective date. Any officer may be removed from office either with/without cause by the affirmative vote of a majority of the directors present at any meeting of the Board of Directors.
Section 5. Vacancies. A vacancy in any office shall be filled for the remainder of the term by the Board of Directors at any annual meeting or any special meeting called for that purpose. Any such successor shall hold such office for the remainder of the unexpired term.
Directors and officers may be reimbursed, subject to approval and ratification by the Board of Directors, for reasonable expenses incurred in connection with affairs of the corporation, including attendance of meetings.
Section 1. Executive Committee. There may be an executive committee which shall consist of those persons (at least a majority of whom shall be officers) elected by the Board of Directors at its annual meeting or at a special meeting in lieu thereof. To the extent specified by the Board of Directors pursuant to its powers of delegation set forth in Article III, Section 7, the executive committee elected shall be responsible for supervising the operation of the corporation, subject to the policies an directives of the Board of Directors. There shall be a chairperson of the executive committee elected annually by the committee from its members for a for a one-year term, who shall have such responsibilities, duties and powers as may be delegated to him by the Board of Directors, President or executive committee, but who shall be subject always to the direction and control of the Board of Directors, President and executive committee.
Section 2. Other Committees – The Board of Directors may, by vote of a majority of
the Directors then in office, elect from its number an Executive Committee or other committees and may, by like vote, delegate thereto some or all of its powers except those which by law, by the Articles of Organization, or by these By-laws it is prohibited from delegating. In no event shall the following powers be delegated by the Board of Directors to any committee established by it:
(a) The power to change the principle office of the Corporation.
(b) The power to amend these By-laws
(c) The power to elect officers required by law, the Articles of
Organization, or these By-laws to be elected by the Directors and the power to fill vacancies in any such offices.
(d) The power to change the number of members constituting the Board
directors and the power to fill vacancies in the Board of Directors.
(e) The power to remove officers from office or Directors from the Board
(f) The power to authorize a merger of the Corporation.
Except as the Board of Directors may otherwise determine, any such committee may make rules for the conduct of its business, but, unless otherwise provided by the Board of Directors or in such rules, its business (including the keeping of a record of its meetings) shall be conducted as nearly as may be in the same manner as is provided by these By-laws for the Board of Directors, including the ability to participate in meetings telephonically, and to act by written consent in lieu of a meeting. Each such committee shall report its action to the Board of Directors, which shall have the power to rescind any action taken. However, in the case of the Executive Committee no such rescission shall have retroactive effect.
Section 3. Terms and Eligibility. Except as provided by the By-Laws, the chairperson and members of each active committee shall serve one-year terms an the committee to which they are appointed, unless removed and replaced prior to the end of such term at the discretion of the President or the Board of Directors and may be re-appointed for successive terms. Except as otherwise provided by the Board of Directors or these By-Laws, members of the committees need not be directors.
Section 4. Minutes. A report of all material actions taken by each committee shall be
made to all directors no later than the next meeting of the Board of
directors. Minutes of each committee shall be available to any director for
Section 5. Quorum and voting at Meetings. Except as otherwise provided by law, a majority of the members of any committee then in office shall constitute a quorum at all meetings of such committee. Members of any committee may be present at and participate in such meetings by telephone as provided in Article IV, Section 6 of these By-Laws. When a quorum is present at any committee meeting, the votes of the
majority of the members present and voting shall be necessary and sufficient for the decision of any question brought before the meeting except as otherwise provided by the law or the Articles of Organization.
Board of Overseers, Sponsors, Benefactors, Contributors, Advisors,
Friends of the Corporation.
The Board of Directors may designate certain persons of groups of persons as members of the Board of overseers or as sponsors, benefactors, contributors, advisors or friends of the corporation or such other title as they deem appropriate. Such persons shall serve in an honorary capacity and except as the Board of Directors shall otherwise designate, shall not be considered for purposes of establishing a quorum and shall have no other rights or responsibilities to act on behalf of the corporation.
Section 1. Fiscal Year. The fiscal year of the corporation shall end on the 31st day of August of each year, unless otherwise determined by the Board of Directors.
Section 2. Execution of Instruments; Receipts and Disbursement of Funds. Except as otherwise provided in these By-laws or as the Board of Directors may generally or in particular cases authorize, all instruments, documents, deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the corporation shall be signed by the President, First Vice President or Treasurer. Facsimile signatures may be used in the manner and to the extent authorized generally or in particular cases by the Board of Directors. The Board of Directors may designate such other officers or officers who, in addition to or instead of the Treasurer, shall be authorized to received and receipt for all moneys due and payable to the corporation from any source whatever, to endorse for deposit checks, drafts, notes, or other negotiable instruments, and to give full discharges and receipts therefore. Funds of the corporations may be deposited in such bank or banks or with such other corporations, firms, or individuals as the Board of Directors may from time to time designate.
Section 3. Custodian and Other Agents. The Board of Directors shall have power in its discretion, from time to time, (a) to employ a bank or trust company or brokerage firm as custodian of any funds or securities of the corporation and to delegate to such custodian such powers as it may deem appropriate, including the power to make payments from and execute checks drawn on the funds of the corporation; (b) to employ clerks, accountants, legal counsel, investment counsel and any special services and to delegate the power to make investment changes on a discretionary basis; and (c) to pay compensation for any expenses of all such services in addition to the expenses of the directors. Each such custodian, employee or agent shall retain his or her authority at the pleasure of the Board of Directors.
Section 4. Voting of Securities. Except as the Board of Directors may otherwise designate or require, the President may appoint any person or persons, with or without power of substitution, to act as proxy or attorney in fact for the corporation at any meeting of stockholders of any other corporation, the securities of which may be held by this corporation.
Conflict of Interest.
Board members are expected to avoid conflicts of interest, whether actual or perceived, when conducting the corporation’s business. This expectation extends to financial as well as non-financial transactions.
Any member may excuse him/herself on any vote about which he/she has a conflict of interest, or any vote on which it might be perceived he/she has a conflict of interest. The reason for recusal need not be stated. A member, once having excuse him/herself, may neither discuss nor vote on any matter associated with that agenda item.
Any member who is uncertain as to whether he/she has a conflict of interest shall state his/her concerns. The majority of the remaining regular members of the Board will decide if the member has a conflict, and shall advise the member to either a) discuss and vote the issue; b) discuss, but not vote the issue; or c) neither discuss nor vote the issue.
Any member who believes there is a conflict of interest on the part of another member shall be obligated to bring this concern to the attention of the board. The member so challenged shall have the opportunity to explain his/her situation. A majority of the remaining members of the Board shall vote as to whether a conflict exists, and whether the challenged member may discuss, discuss and vote, or neither discuss nor vote the issue.
Section 1. Indemnification for Directors and Officers. The corporation shall, to the extent legally permissible, but only to the extent that the status of the corporation as an organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1986, as amended from time to time, (the “Code”) and the regulations there under, is not adversely affected thereby, and only to the extent not impermissible under the provisions of Section 4941 of the Code and the regulations there under if such Section is applicable to the corporation, indemnify each person who serves or has served as a director or officer of the corporation, and each person who is or was serving as the request of the corporation, as an officer or director of another organization (including any trust or other entity maintained pursuant to a retirement plan for employees of the corporation), against all liabilities, costs and expenses (including but not limited to amounts paid in satisfaction of judgment, in settlement or as fines and penalties, and counsel fees and disbursements) reasonably incurred by or imposed upon him or her in connection with the defense or disposition of or otherwise in connection with or resulting from any action, suit or other proceeding, whether civil, criminal, administrative or investigative, before any court or administrative, legislative or investigative body, in which such person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of his or her being or having been such an officer or director, or by reason of any action taken or not taken in any such capacity; except that no indemnification shall be provided (a) with respect to any matter as to which such person shall have been finally adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that his or her action was in the best interests of the corporation or, if applicable, of the other organization of which he or she is or was serving as an officer or director at the corporation’s request, or (b) with respect to the action of any foundation manager (as defined in Section 4946 of the Code and the regulations there under) unless such person has not acted willfully and without reasonable cause. Expenses, including but not limited to counsel fees and disbursements, so incurred by any such person in defending any such action, suit or proceeding, may be paid from time to time by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the person indemnified to repay the amounts so paid if it shall ultimately be adjudicated that indemnification of such expense is not authorized hereunder, which undertaking shall be accepted without reference to the financial ability of such person to make repayment.
Section 2. Settlements. As to any matter disposed of by settlement by any such person, pursuant to a consent decree or otherwise, no such indemnification either for the amount of such settlement or for any other expenses shall be provided unless (a) such indemnification would not be in violation of the provisions of Section 4941 of the Code and the regulations there under if such Section is applicable to the corporation and (b) such settlement shall be approved as in the best interests of the corporation.
Section 3. Employees and Agents. By the same procedures set forth in the preceding paragraph, the Board of Directors may vote to extend indemnification provisions substantially similar to those rights and subject to those limitations described above to employees or agents of the corporation who are not officers or directors or to persons serving at the corporation’s request as either employees or agents of another organization or in a capacity with respect to any employee benefit plan.
Section 4. Non-Waiver of Other Rights. The right or grant of indemnification hereby provided shall not be exclusive of or affect any other rights to which any officer, director, employee or agent may be entitled or which may lawfully be granted to such person.
Section 5. Insurance. By action of the Board of Directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain insurance, in such amounts as the Board of Directors may from time to time deem appropriate, on behalf of any person who is or was an officer, director, employee or agent of the corporation or who is or was serving at the request of the corporation as an officer, director, employee or agent of another organization, or with respect to any employee benefit plan, against any liability incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify such person against such liability.
Section 6. Definitions. As usual herein, the terms “officer,” “director,” “employee” and “agent” include their respective executors, administrators and other legal representatives; an “interested” person is one against whom the action, suit or other proceeding on the same or similar grounds is then or had been pending or threatened; and a “disinterested” person is a person against whom no such action, suit or other proceeding is then or had been pending or threatened.
The directors and officers of the corporation shall not be personally liable for any debt, liability or obligation of the corporation. All persons, corporations or other entities extending credit to, contracting with, or having any claim against the corporation may look only to the funds and property of the corporation for payment of such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
Section 1. Amendment by Member – These By-laws may be amended, altered or repealed by the Member at any annual meeting, regular or special meeting by vote of the Member; provided however, that where the effect of the amendment would be to reduce any voting required otherwise required by law, the Articles of Organization or these By-laws, such amendment shall require the vote that would have been required by such other provision. Notice and a copy of any proposal to amend these By-laws must be included in the notice of the meeting of the Member at which action is taken upon such amendment.
Section 2. Amendment by Board – These By-laws may be amended or altered by the Board of Directors at a meeting duly called for the purpose by a majority vote of the directors then in office, except that the Directors shall not amend the By-laws in a manner which permits the Board of Directors to take any action which under the law, the Articles of Organization or these By-laws is required to be taken by the Member. Any amendment of these By-laws by the Board of Directors may be altered or repealed by the Member at any annual, regular or special meeting of the Member.
It is the policy of the corporation not to discriminate on the basis of race, color, religion, sex or national origin in its selection of directors, officers, employees or agents, grant recipients or students. The Board of Directors and all officers and employees are required to implement this policy.