IBL – ByLaws
Article I – Title & Incorporation
The name of this organization shall be known as Island Baseball League and shall be incorporated as a corporation under the laws of the state of Rhode Island.
Article II – Colors
The primary representative colors of Island baseball League shall be navy blue, grey, white, and Columbia blue.
Article III – Purpose and Objective
The corporation is constituted for the purpose of:
1) Island Baseball League is a amateur baseball social club organized for leisure & recreation
2) Provide recreational baseball for players 25 and up (Players 18 and up can play if a father plays in the league).
Article IV – Membership
1. Eligibility. Any person interested in active participation in carrying out Island Baseball Leagues purpose and objectives may apply to become a member.
2. Classes. There shall be three (3) classes of membership of this organization:
A). Playing Members. Any player who is actively enrolled in this organization shall be considered as non-voting members and shall have no rights, duties or obligation of the management of this organization.
B). Regular Members. Any person over the age of majority who is actively interested in furthering the objectives and purposes of this organization shall be a voting member. The Secretary shall maintain the roll of membership to qualify as voting members.
C). Honorary Members. Any person, who in the opinion of the Board of Directors, has contributed to the advancement of this organizations objectives and policies may be elected as Honorary Member by the unanimous vote of the Board of Directors and shall have the same rights and privileges as Regular Members.
Article V – Right to Vote
Regular Members shall have the right to vote on all matters submitted to a vote of the members, as well as hold office and attend meetings. Regular Members shall have one (1) vote, which may be cast only if the member is present at a meeting of the general membership or by proxy given to another Regular Member in writing prior to any meeting. Any Member, after being served ten (10) days written notice, may have his/her membership revoked by a 2/3 vote of the Board of Directors because of refusal to accept and adhere to the by-laws, rules, objectives, and policies of this organization. Membership in Island Baseball League is not transferable or assignable.
Article VI – Board of Directors and Officers
This organization shall be governed by the Board of Directors, who shall enforce the rules of these By Laws, Policies, and Procedures and any applicable Guidelines.
1. Number and Titles. The Board of Directors shall consist of minimum of 3 and up to 12 members and they shall hold the following offices: President, Vice President, Secretary, Treasurer, .
2. Qualification and Removal. The Board of Directors shall be elected at the Annual General Membership (AGM) Meeting by a plurality vote of the voting members. Any Director missing three (3) consecutive meetings without prior notifications or five (5) or more meetings without prior notification during the year (Jan 1-Dec 31) may be removed by a majority vote of the Board of Directors.
3. Vacancies. Any vacancy occurring in the Board of Directors by death, resignation or cause, shall be filled promptly by a majority vote of the remaining Directors. The Director chosen shall hold office for the unexpired term of his or her predecessor. In the instance that the President position is vacated, the Vice President will assume the President’s responsibilities until the next AGM.
4. Meetings. The Board of Directors shall meet quarterly. Additional meetings may be called at the discretion of the President. Only members of the Board of Directors shall be able to vote at meetings of the Board of Directors.
The Annual General Membership (AGM) Meeting shall be held annually between Nov 20th and Dec 20th. The Secretary shall notify the voting membership of the date, time, and place of the AGM Meeting by posting it on the Island Baseball League website at least two (2) weeks prior to the date of such meeting.
5. Quorum. At any meeting of the Board of Directors, the presence of the majority Members of the Board shall constitute a quorum to transact business. If a quorum is not present, a lesser number may adjourn the meeting to some further time.
At the AGM Meeting, the presence of the majority voting members shall constitute a quorum to transact business. If a quorum is not present, a lesser number may adjourn the meeting to some further time, not more than thirty (30) days later.
For all Board Meetings and the AGM, the meetings will be governed by the Newly Revised Roberts Rules of Order.
6. Compensation. All members of the Board of Directors shall serve on a volunteer basis and shall not be compensated for their services.
7. Duties and Powers.
7.1 The President shall preside at all meetings of the general membership and of the Board of Directors. The President shall appoint, subject to Board of Directors approval, the chairpersons of all committees and shall make and sign all contract agreements in the name of the organization. The President shall see that the books, reports, statements, and certificates required are properly kept, and filed according to the law. The President shall facilitate the general direction and management of the affairs of the organization, with awareness of the Board of Directors, and shall enforce these by-laws and perform all the duties incident to the position and office that are required. The President shall be an ex-officio member of all committees except the nominating committee. The President shall only cast a vote in the event of a tie vote. The President will present a quarterly report to the Island Baseball League Board of Directors. The outgoing President will automatically get a member at large board position in order to assist with the transition. President shall have signing authority on bank accounts of Island Baseball League.
7.2. The Secretary shall keep the minutes of the meetings of Island Baseball League Board of Directors. The Secretary shall also have the custody of the corporation documents, and any/all documents as required by the President or the Board of Directors. The Secretary shall keep a list of names and addresses of the Board of directors, all coaches, all playing members, and all honorary members.
7.3. The Treasurer shall have the care and custody of and be responsible for the funds of the corporation. The Treasurer shall deposit all such funds in the name of Island Baseball League, in such bank or trust company, insured by FDIC, as may be directed by the Board of Directors. The Treasurer shall report the finances of the organization at all regular meetings or when requested to do so by the President or the Board of Directors. The Treasurer shall present a full financial report at the AGM meeting, and perform all duties usually pertaining to the office of the Treasurer. The Treasurer shall keep a record of all gifts made to the corporation and shall give such bonds as the directors may require. The Treasurer shall file annual reports according to the State of Rhode Island and the IRS regulations. The Treasurer shall prepare a budget proposal for the subsequent year to be presented to the Board of Directors thirty (30) days before the AGM meeting.
7.4. The Vice President shall be responsible for the administration of
Nominating Committee and Strategic. The VP shall be the external point of contact for third parties , including interacting with referee schedulers, and transportation companies. The VP will have a staff of appointed team members consisting of the following positions: Registrar, Equipment Manager and Field Coordinator. The VP will present a quarterly report to the Island Baseball League Board of Directors.
Article VII – Organization Structure
1. Island Baseball League shall establish and maintain a recreational baseball league. In addition, Island Baseball League will maintain various departments essential to the management of the organization, including a Scheduling group, an Equipment group, a Fundraising group.
2. Each year the President shall appoint, subject to Board of Directors approval, a
chair person to serve on each of the following standing committees:
a) Nominating Committee – Shall recommend a slate of officers as set forth in Article VII.
b) Strategic Planning Committee – Shall explore and recommend proposals to the Board of Directors for the growth and development of Island Baseball League.
c) By-Laws Committee – Shall explore and recommend proposals to the Board of Directors for changes to the Island Baseball League By Laws.
3. The President may establish additional committees, as he/she deems necessary.
4. All Island Baseball League rules and policies will be posted on the Island Baseball League web site and updated as required. All changes to the Policies and Procedures documents must be approved by the Island Baseball League Board of Directors.
5. The Board of Directors may elect to be associated with the Men’s Senior Baseball League (MSBL), and with such other bodies having similar aims, purposes, or accreditation of Island Baseball League.
Article VIII – Election of Officers
The President shall appoint, by May 1st, subject to Board of Directors approval, a nominating committee chairperson, who shall be a member of the Board of Directors. The nominating committee chairperson shall select a minimum of two (2) committee members, who shall be voting members of the corporation. Said nominating committee shall meet for the purpose of selecting a recommended slate of officers, with permission of the nominees, for the Board of Directors. The voting members shall be notified of the recommended slate and the name and address of the nominating committee chairperson, no later than May 21st. No one individual may hold more than one Board position in a given term.
Additional nominations for the Board of Directors may then be made by mail or email (with permission of the nominee) to the chairperson of the nominating committee and signed by the nominator and three voting members of Island Baseball League. Nominations must be received no later than May 30th, at which time nominations will be closed. The Secretary will then notify the voting membership of the additional nominations, if any, no later than June 10th. At the AGM meeting, which shall be held between June 15th and July 1st, the chairperson of the nominating committee shall submit to the Membership the slate recommended by the nominating committee, as well as the other nominations received by mail. There will be no nominations accepted from the floor. Elections shall then be held and only persons who are voting members of as of May 1st of the year in which the elections are held shall be eligible to vote. Officers for whom there is a contest shall be voted in closed ballot. A majority quorum of voting members shall be required to hold elections, and the new officers of the Board of Directors shall be determined by a simple majority vote. The term of office of each director shall be three years with no term limits. Directors may be re-nominated by the board and may serve subsequent terms upon the approval of the membership. The positions of President, Secretary, Vice President and Members-at-Large shall be elected in even numbered years, and the positions of Treasurer, Fundraising and Sponsor Coordinator, Director of Coaching and Technical Training, and Members-at-Large shall be elected in odd numbered years. Officers shall assume their duties as of July 1 following the AGM.
Article IX – Amendment Procedure
These by-laws may be amended at the AGM meeting of Island Baseball League provided all changes to be voted upon are posted on the Island Baseball League web site at least ten (10) days prior to the date of such meeting. A quorum of voting members must be in attendance and any changes are subject to a two-third majority vote of those present at the said meeting. Proposed changes to the said by-laws shall not be made from the floor at the AGM meeting.
Article X – Corporate Income and Prohibition Regarding Stock
No part of the corporate income shall be distributed to its voting members and the corporation shall not have or issue shares of stock or pay dividends.
Article XI – Liability and Insurance
The Board of Directors shall not be personally liable for debts, liabilities or other obligations of the corporation or to its members, if any, for monetary damages for breach of the Board of Director’s duty as director. However, this provision does not eliminate or limit the liability of a Board of Director for any breach of the director’s duty or loyalty to the corporation of its members, if any, for those acts or omissions as outlined in Rhode Island General Laws 7-6-34 (4)(i)(A) though (C).
The Board of Directors of this Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.
Except as may be otherwise provided under provisions of law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Corporation against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the Corporation would have the power to indemnify the agent against such liability under the Articles of Incorporation, these Bylaws or provisions of law.
Article XII – Affiliations
This organization shall be affiliated with Town of Middletown & Middletown Babe Ruth with the objective of promoting sports within the organization and the community as a whole.
This organization may also seek affiliations with other State, US National or International Sports associations which further the objectives of promoting sports within the organization and the community as a whole.