Princeton Youth So債baIi Baseball Association (PYSBA)

App「oved (updated 2/1/201 7)

By-Laws

ArticIe l: Name

The name of皿s organization is皿e P血∞tOn Youth So竹ba= Baseba= Association (“PYSBA"),

Articie 2: Pu「POSelGoal

PYSBA is a nonprofit organization that provides youth the opportunity to play competitive

SO債ba11 and baseba=, by providing structured p「actices, Weekly games and toumament possib輔es,

PYSBA seeks to provide a community and voIunteer program that promotes the g「owth and

development of ou「 youth athletes,

Articie 3: lVlembership Dues

This organization is open to youth residing in the Independent SchooI District 477 a「ea.

(“District 477"), inciuding - District 477 pub看ic, Privateタand home-SChooled students, Dues (if any) are

determined by the Board of Di「ectors (“The Board o「 Board") at the winter budget mee軸g, This

Organization is suPject to any of the league田Ies that it pa巾cipates in,

Article 4: Membe「ship Eligib帥ty

Pa「ents, gua「dians, grandparents, O「 any Citizen w柵n District 477, may Pa砧Cipate in PYSBA

activities, attend mee帥gs of肌e Boa「d of Di「ectors, O「 Otherwise serve PYSBA,s purposes and goals,

See Article 5 and A面CIe lO for discussion of voting rights and eiected Boa「d pos摘OnS"

Article 5: Votina Riahts and NonVotin〇 Membership

The Board sha= have the autho亜y to establish and de軸e non-VOting categories of

membership,

Non-members can vote if they a看so a軸end a ro冊ng 75% of board mee師gs beginning the

month fo=owing e看ections and taking on a board appointed duty on a sub∞mmittee with th「ee p音us

hours served per month

AII Board members are e看igibie to vote ifthey attend 75% of the mee軸gs throughout the yea「,

begiming the month foI!owing amual eiections.

A軸cte 6: Quorum

The presen∞, in person or by p「OXy, Ofthe m句ority ofthe Board members in good standing at

any mee軸g sha= cons航ute a quo田m forthe巾ansaction of business. ln the absen∞ Of a quorum

any meeting may be adjoumed" Board members present at a duIy called o「 held mee軸g may

COn軸ue to do business u捕獲adjoumment, nOtwithstanding the w軸drawa看of enough membe「s to

leave Iess than a quorum" The President, O「 in his川er absence, the Vice-President or any othe「

PerSOn designated什om time to time by the Board’Shai! preside at ail mee軸gs of the members.

Article 7: Monthiy Meetinas

The血St PYSBA meeting of each baseball season wi!l be at the conclusion of the cu汀ent

season; the exact date wi= be set by the Board, Othe「 mee軸g dates and times w川be set by the

Board at the time of the什st mee軸g. Meetings wi= be publicized on the websife (http://…VW・PySba・Org/)

and the Association’s Facebook page.

Mon軸y mee軸gs a「e to be held the second Wednesday of each month at a location

designated by the Board and pubIicized on the website (皿P://www"PVSba・Orq). Meetings shaIi

∞mmenCe at 7PM du血g the “o什season" and 9PM du血g the active baseba= season (in May-July).

These “in season" mee軸gs run fo「 one hou「 and if another mee軸g is needed to oompiete the

Board’s business, it shall be ca=ed by the president,

ArticIe 8: SpeciaI Meetings

Special meetings ofThe Board may be cailed at any time upon request ofthe P「esident o「 at a

request of a majo「ity of the remaining Board members, Or uPOn W皿en request什om members hotding

not less than one-tenth of the voting powe「 Of the members.

Article 9: Annual Meetin鋼

Each year the Annual meeting wiII be held in the month ofAugust.

A鵬Cle lO: O簡cers, Directors, and Elections

The Boa「d, eIected amually by the membe「Ship at the August FamiIy FunIAmual mee軸g,

shall manage the affairs of the PYSBA・ The o価cers of The Board shail consist of the P「esident’Vice

President, Sec「etary, and Treasu「e「. The Head va「Sfty ∞aChes for Dis帥ct 477 Baseba看看and Softba=

shaI! serve as non-VOting advis。rs tO the Board (unless otherwise elected to the Boa「d as a vo軸g

Board membe「.)

丁he other Di「ecto「 POS抽OnS Of PYSBA shall be comprised of, but not Iimited to,皿e

POSitions ou輔ned in A軸Cle 18"丁he Board wiII consist of no more than = members・ These o冊Cers

and di「ecto「s wiIi be the voting members on al! PYSBA business matters・

The Boa「d shal! present the letters of intent of one o「 more candidates fo「 a= positions which

are up for annual election, tO be p「esented at the AmuaI Mee軸g in August w軸VO軸g taking piace in

PerSOn"-

Sectionl:

Elections

The membe「s ofThe Board sha= be divided up into two groups, With each group serving nOn-

Concu汀ent tWO year termS"

1, Group l up for 「ee看ection in even years二Positions: 1-6

2. Group 2 up for reeIection in odd years: Positions 7-11

Section 2: Nomination and Election Process to fiil vacant spots on the Boa「d

Prospective Board members sha= submit a iette「 Of intent to the P「esident and Sec「etary by

July lst each year.

At the Annua- Family Fun Event in August’Letters of intent and balIots wi= be avaiiable for a=

members to 「eview. The parents o「 guardians of pa面cipants in good standing (i.e・ Participation fees

are pajd) w川be g「anted one vote each. Eligib晒y ofattendees wilI be verified befo「e baIIots a「e

dist「ibuted.

Voting w掴end at 8PM, at Which t血e ba=ots wⅢ be cou=ted" The newly elected membe「s of

the board wi!I be notified and weIcomed at the September Meeting・ Voting fo「 O冊ce「s w冊be done at

the October me〔rdng,

Subsection l : Numbe「 of o櫛cers:

丁he o櫛cers of the PYSBA shail consist of a President, Vice P「esident, Secretary and a

Treasu「e「, and such other o情ce「s and assistant o冊cers’COunSei and agents as may be chosen by

The Board什om time to time・ Any two o冊ces may be heId by one pe「SOn eXCePt that the president

sha!l not aiso hoid the o冊ce of the vice president. An o冊Ce「 Sha= also be a di「ector"

Subsection 2: O飾Ce「 E!ection: Vacanc盲es; Tenure:

O冊CerS Shall be chosen at the October meeting of the Board, tO hoid o情ce unt冊he next

annua看meeting o「 until thei「 successo「s a「e chosen and qua晒ed" Any o冊ce「 may be removed with

o「 without cause by the a冊mative vote of a majo「ity of the Board of Directo「S.

Any Vacancy shaIl be剛ed by the a冊mative vote of a majority ofthe directors, and an o簡ce「

so chosen shall hold o冊ce untii the next annua看meeting in August or untiI his successo「S a「e

qualified・

丁he o用Ce「 eIection process w旧nvoIve one vote pe「 Cu「「ent Boa「d membe「 in good standing

and counted by at least two cu「「ent Board membe「s in good standing who are not up fo「 re-eIection in

the current year" Voting results shaiI be pub=cly discIosed at the concIusion of each voting process・

Subsection 3 Di「ector Vacancies

Vacancy occu「ring in The Board may be剛ed by the a冊mative vote of a majo「ity of the

「emaining di「ecto「s or by e!ection at a meeting of members・ A directo「 elected to剛a vacancy shaIi

be elected for the unexpired term of his predecessor in o情ce「, at an interim levet) to be voted on at

the August annuai meeting"

Section 3: Resignation' termination or leave of absence

Any membe「 may resign by輔ng a w皿en 「esignation with the secretary. Resignation sha= not

「e書ieve a member of unpaid dues, O「 Othe「 charges p「eviously accrued・ A membe「 Can have thei「

membership terminated by a majority vote of The Board. A ieave of absence may be taken if needed

again with board app「OVal"

A Boa「d membe「 shal! be te「minated from the boa「d due to excess absences, defined as more

than two unexcused absences from boa「d meetings in a twelve (12) month period. Boa「d members to

alert the P「esident, Vice President, Treasure「 or Sec「etary in advance of absences’if you a「e not

able to ale血S P「io「 to absence please do so as soon as possible after the meeting. A boa「d member

may be 「emoved for other reasons by a majority vote of the remaining di「ecto「s.

Membe「s may take a Leave of absence with boa「d approval・

At the discretion of the remaining Board membe「s in good standing, the Board may, by m争jority vote,

nominate a new indivjdual to serve out the remaining term of a terminated Boa「d member, Such

individuais would be su鴎ect to the same election or rere看ection process as p「eceding Board membe「s

as ou輔ned above.

ArticIe = : Action in Writinq:

Any action which might be taken at a meeting ofThe Board may be taken without a meeting if

done in w輔ng signed by a= of the Directo「S. Board Members may also vote by text message, email

O「 any Othe「 means availabIe, aS Iong as師s done through the President, VIce P「esident, Treasure「

Or Seoretary. Voting by any means wili end 48 hou「s a債e「 a motion has been made.

ArticIe 12: Reimbursement of Directo「s:

Directors shall receive such reimbu「Sement for their services and such aIIowance fo「 expenses

fo「 attendance at meetings (I.E Ieague meetings, training, and othe「 PYSBA functions) as may be

authorized by The Board,

A軸CIe 13こDisbursement and Coilection of Funds:

Approved O簡CerS Of the Board are authorized to deposit, tranSfer and disperse funds. The

丁reasurer wi看I keep and organize all軸ancial matte「s of PYSBA, Disbursement of a= Boa「d funds are

Su助ect to pre-aPProVa! by a majority vote of Board members in good sfanding,

A= funds of this Association shalI be deposited from time to time to the credit of this

Association in such banks, truSt COmPanies or othe「 depositaries as The Board, may aPP「OVe Or

designate. AII such funds sha!i be withdrawn onIy in the mamer or manne「S authorized by the Boa「d

f「om time to time.

Article 14 Amendments:

These By-Iaws may be amended by w皿en motion- P「oposed changes must be read at two

COnSeCutive meetings and voted on at the second board meeting to be formaI!y adopted.

Article 1 5: Continu盲tv of Existence, DissoIution

lt is hoped that PYSBA wii! be ongoing" Howeve「, in the possible event of ‖quidation, and upon

Satisfaction of any PYSBA Debts, a= remaining net assets shaIl be 「em阻ed to the varsity

Baseba=/So債ba看l booste「 Clubs associated with Dis帥ct 477 schoo看p「ograms.

Article 1 6: Director Con伽cts of Interest:

This Association sha= not ente「 into any contract or t「ansadion w軸(a) one or mo「e of its

Di「ectors, (b) a di「ector of a reiated o「ganization (W輔n meaning of Minnesota Statues, Section

317AO=, Subd, 18〉, Or (C) an organization in which a Director is a directo「, O仰cer or legai

「epresentative o「 has a materia=inancia=nterest; uniess the material facts as to the cont「act or

transaction and as to the Directors interest a「e fu=y discIosed or known to the PYSBA Board of

Directors, and the Boa「d au肌orizes, aPPrOVeS, O「 ra師es the contract of transaction or transaction in

good fai肌by the a冊mative vote of a m争jo吋Of the Directors (Without coun軸g the inte「ested

director), aS a mee軸g at which there is a quo田m Without counting皿e interested director. FaiIu「e to

COmPly with the p「OVisions of this Section shali not invalidate any contractor transaction to which this

association is a party. This Section does not invaIidate any contract o「 transaction to which皿s

association is a party. This section does not authorize any act of “seiトdeaiing" as defined in Section

4941 (a) of the intema看Revenue Code of 1986・

A岬President (O珊ce「):

.帥ncipal executive of PYSBAS 「esponsibie fo「 supervision and controI of PYSBA affairs

. Presides atati PYSBA meetings

・ Represents at all functions when caIled upon

・ Establish and appoint Di「ecto「S Of PYSBA membe「S tO COmm阻ees as deemed necessary

・ Sign aii Association documents and other instruments authorized by The Board"

Vice President (O簡cer):

. Assume duties of President if皿e P「esident is unabIe to complete theirterm

・ P「esides at meetings in the absence ofthe P「esident

. Has ab冊ty to sign association documents when needed

Treasure「 (O珊cer)こ

o Coo「dinates finances

・ Makes sure a= money is safely deposited into the iocal bank

・ Obtain and balance 「egular monthly bank statements

. Report at each Board mee軸g肌e status of PYSBA finan∞S

・ Submits a complete amuaI 「eport to the Board at the end of each yea「

・ Responsible for completion and輔ng oftax retums and lO99-MiSC forms

Secretary (O珊ce「):

・ P「epa「es and p「esents Board meeting minutes and agendas for each Board meeting; minutes

from most re∞nt COmPleted meeting shaIi be emailed to a= Board members prio「 to

Subsequent meeting fo「 revjew・

・ Help with media I.E. Facebook, back up assistance forwebsite if needed

・ Maintains o冊cia! PYSBA corpo「ate documents, including these By-」aws, uPdating as needed

・ Responsib看e for producing and dis帥bしIting ba=ots fo「 elections

・ Reserves meeting space fo「 meetings

・ Keep track ofattendance at mee軸gs

Website Coo「dinator

・ Responsible fo「 pvsba.tiaers@qmaiI.com

・ Update/maintains website

・ C「eates and maintains e-mail dis軸bution list for piayers伯m掴es

Fundraising Coordinato「:

・ Researches possibie fund「aising oppo山n抽es and b血gs ideas to the Board

. Coordinates fundraising activ抽es

・ in conjunction w軸Voluntee「 Coo「dinator, reCruits volunteers to assist w軸fundraisers

・ P「epares financiai summaries after each fund「aiser

Concessions Coo「dinator:

・ Responsibie for buying and stocking concession stand

●　Coordinates transfer of funds with treasure「

・ Opening and ciosing concession stand or securing another Board memberto do this

・ ln conjunction with the VoIunteer Coordinato「, enSureS that concession stands a「e adequately

Staffed

Vo音untee「 Coo「dinator:

・ Coordinates scheduIing of PYSBA members volunteers

●　Maintains VoIunteer Website

. Bring to the attention of the Board additional volunteer opporfunities as they arise

Majo「sIMino「S Director:

・ Coordinates schedules, umPi「es, tOu「namentS Or Jamboree

●　Coordinates coaches for teams

●　Liaison between Zimme「man and P「inceton

Uniform Coordinator:

. In conjunction with Treasu「e「, COOrdinates the procurement of unifo「m needs as determined by

theBoa「d.

・ Coo「dinate su簡cient sampies of unifo「ms to be avaiIabIe at PYSBA 「egist「ation

. Coaches apparei and hats

・ Keeping unife「m inventory

●　Liaison between vendors and Boa「d

CMCBL D盲recto「:

. Attends CMCBL meetings

●　Point ofcontact for CMCBL teams and fam航es

●　Liaison between CMCBL and Board

Fie看d Scheduling Coo巾inator:

・ Scheduling games and p「actices on designated PYSBA価eIds

・ Fi「st point of contact for PYSBA volunteer coaches 「ega「ding field schedu=ng

・ Attend Suburban League, Gopher State and CMCBL Scheduling meetings

BasebaII and So軸bal書Di「ector(S):

●　Point of contact for PYSBA, fam掴es or othe「 communities when issues arise

・ Attend the requi「ed Suburban League meeting and Gopher State meetings

Equipment Coordinator

・ Maintain inventory of a!I equipmen白ncIuding amual physica=nvento「y repo巾to be deIivered

totheBoa「d

・ In conjunction with丁reasu「e「, ProCuring needed equipment as approved by the Boa「d

・ Hand outand co=ection ofequipment

・ Sets up summer team photographer, Organizes team photo night(S)

Tou「namenをDirector:

●　Schedule t「aveI toumaments

o secu「es trophies, medals, VOlunteers (Wjth Vo看untee「 Coordinator) for hosted

toumaments

●　Assists with team check-ins= at hosted toumaments

Basebali and SoftbalI Coach Coordinato「(S)

●　Oversight and comp=ance with PYSBA T「usted Coaches o「 Other applicable p「ograms

. co看iects applications fo「 coaching positions and presents to the Board fo「 vote

●　Gene「aI first point of contact for ali coaches and coaching conce「ns (not field 「eiated)

Field Maintenance Coordinato「

. ResponsibIe for p「epping fields fo「 home games including piay-Off games and toumaments

● Inciudes p「ope「 dragging of infieids’Chalking of fou=ines and batte「S boxes

●　Duties may be achieved by selトwork or secu「ing anothe「 individual or team to get this done

ArticIe 1 8: 1ndemnification

丁o the fu!i extent perm肘ed by an appIicabie law, this association sha旧ndemnfty each person

made or threatened to be made a party to any th「eatened, Pending o「 compIeted civii. criminal,

administrator, arbit「ation, Or investigative proceeding, incIuding a proceeding by o「 in the right of this

association, by 「eason of the fo「me「 Or PreSent CaPaCity of the person as-

A. A directo「, O櫛cer, emPIoyee, O「 member of a committee ofth冒s corporation o「

B, A directo「, O怖cer, Pa巾er, truStee, emPioyee, Or agent Of another organization o「 empioyee

bene冊P!an, Who while a directo「, O冊ce「, Or emPIoyee of this corporation’is o「 was servIng

the other corporation at the request of this association’Or Whose duties as a director’O情cer

o「 empioyee of this association invo!ve o「 invoived such service to the othe「 association.

Against judgments, Penalties,軸es (including, Without iimitation, eXCise taxes assessed

against the pe「son with respect to an empioyee bene冊plan) se制ements and reasonabie atto「neys’

fees and disbu「sements, incu「「ed by the person in comection with the p「OCeeding"

tndemnification provided by this sectio= Sha!l continue as to a pe「son who has ceased to be a

di「ector, O冊ce「, emPioyee o「 comm皿ee member, Sha旧nure to the bene冊Of the heirs, eXeCutOrS and

administ「ato「s of such person and shai看appiy whethe「 O「 nOt the c!aim against such person ar!SeS Out

of matters occu「「ing before the adoption of this section" Any indemn師cation reaIized othe「 than under

this section sha= appiy as a credit against any indemn師cation provided by this section.

This Association may, tO the fuII extent permitted by appIicable iaw f「om time to time in effect’

purchase and maintain insurance on behaIf of any pe「son who is or was a di「ector’O冊cer, emPIoyee

or a member of a committee of this association against any liab皿y asse巾ed against such pe「son and

incu「「ed by such person in any such capacity・

Article 1 9 Misce11aneous

Section l : Fiscal Year:

UnIess otherwise fixed by The Board, the fiscai yea「 Of珊S aSSOCiation shaI獲begin on January

first and ends on the succeeding Decembe「 31st.

Section 2: Eiectronic Communications:

A Directo「 o「 committee member may pa軸Cipate in a meeting by any means of eiectronic

COmmunication through which such person, Othe「 pe「sons so participating, and aiI membe「s

Physicaily present at the mee軸g may participate w軸each other du血g the mee軸g" Pa面cipation in

a mee軸g by that means constitutes presen∞ in pe「SOn at the meeting・

Electronic communication may incIude emaii, teXt, Or O肌er typed messages. Such

COmmunications must be sent to and ve輔ed by at least two membe「S Physica=y present at the

mee軸g and 「ead aloud to al! other members physjcaily p「esent at the mee師g to ensure wo「ds are

Stated exactly as typed, Participation in a meeting by that means ∞nStitutes p「esen∞ in person at

the meeting.

A conference among di「ectors o「 COmm配ee members by any means of communication

through which such persons may simuItaneously hear each other d両ng the ∞nferen∞ is a mee軸g

OfThe Board or comm肘ee, aS the case may be航he same noti∞ is given ofthe confe「en∞ aS

wouid be requi「ed fo「 a meeting and if the numbe「 of pe「sons pa軸cipa軸g in the conferen∞ WOuld be

Su情cient to consti山te a quo田m at a meeting" Pa両cipation in a meeting by that means consti山tes

P「eSen∞ in pe「SOn at the meeting"

Section 3 Auをhority to Borrow, Encumber Assets

No Di「ecto「 of this Association shaIl have any power or authority to borrow money on its

behalf, tO PIedge its credit or to mortgage or piedge its 「eal or personaI property except w軸n the

scope and to the extent of the autho亜y deiegated by 「esolutions adopted from time to time by the

Boa「d, Authorty may be given by The Boa「d for any ofthe above purposes any may be general or

Iimited to spec師c instances.

Brad Christopher, Treasure「

7ラ脇Tammy L Nutt, Secreta「y