(<~ BACK TO DUGOUT) (CLICK ON ARTICLE TO JUMP TO SECTION) ARTICLE 5. MEETINGS OF MEMBERS AND DIRECTORS ARTICLE 8. MEMBERS' DISCIPLINARY REVIEW COMMISSION 1.1. This organization shall be known as the NORTH TEXAS INTERLOCK BASEBALL ASSOCIATION (NTI). It is a non-profit Texas corporation. ARTICLE 2. OBJECTIVE2.1. NORTH TEXAS INTERLOCK BASEBALL ASSOCIATION seeks to promote the game of baseball, team sportsmanship, and develop character through competitive community play of Member Association teams while promoting the ideals of team sports among the youth of the North Texas area. Further, the Corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, (1) exclusively to foster national or international amateur sports competition, and primarily to conduct national or international competition in sports or to support and develop amateur athletes for that competition, and (2) the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. ARTICLE 3. OFFICES3.1. The registered office of the Corporation shall be at 3904 Sonoma Bend , Flower Mound, TX 75022 . 3.2. The Corporation may also have offices at such other places as the Board of Directors may, from time to time, determine or the business of the Corporation may require. 3.3. As necessary the Board of Directors shall take the necessary action to change Article 3.1 with the State of Texas . ARTICLE 4. MEMBERS4.1. Members of this organization shall be either Voting or Non-Voting Members. 4.2. Members of the Board of Directors and one Member representing each Member Association participating in NTI shall be Voting Members. All parents of players registered to play in a specified season are non-voting members for that season. 4.3. A member entitled to vote may not vote by proxy. 4.4. All Member Associations must pay an Initiation Fee that is good for as long as participation continues with successive seasons. The Board of Directors may from time to time set additional reasonable fees for members and Member Associations as it feels is necessary for proper administration NTI. 4.5. The founding, supporting and initial Member Associations of the North Texas Interlock Baseball Association are local association s that represent the communities of Coppell, Flower Mound, Grapevine, Highland Village , and Lewisville . New community Associations are welcome and may become a Member Association by a super majority (75% approval) vote of the Voting Members. The initiation fee to become a Member Association is $500.00. This fee may be changed by the Board of Directors. ARTICLE 5. MEETINGS OF MEMBERS AND DIRECTORS5.1. The “Roberts Rules of Order, Revised” shall be the parliamentary authority matters of procedure not specifically covered by these By-Laws. 5.2. Regular meetings of the voting members shall be held at least once each quarter , beginning in August and ending with the annual meeting in July. Additional meetings may be required for seasonal needs. 5.3. Regular meetings of the Board of Directors may be held at such time and place as shall, from time to time, be determined by the Board, without the necessity of notice to the membership. 5.4. Special meetings of Members, for any purpose or purposes unless otherwise prescribed by statutes, the Articles of Incorporation, or by these By-Laws, may be called by the President, the Board of Directors, or not less than one-third of all Members of the Association entitled to vote at the meeting. The business to be transacted and the purpose of any special meeting must be specified in the notice or waiver of notice, except where expressly provided for by statute, the Articles of Incorporation or by these By-Laws. 5.5. Special meetings of the Board of Directors may be called by the President from time to time. Such special meetings must be called by the President: however, any two (2) Directors may call a special meeting of the Board of Directors with two (2) days notice by written request to the President or, in his/her absence, the Vice President. 5.6. An annual election meeting of the Members shall be held each year during July at a time and place selected by the Board of Directors. At the annual meeting, the Voting Members shall elect the Board of Directors of the Association for the following year, who will become the new Members of the Board of Directors effective September 1st of that year. A complete list of the Members entitled to vote shall be available at the annual meeting. This list shall be produced and kept open at the time and place of the meeting, during the whole time therefore, and shall be subject to the inspection of any Member who may be present. 5.7. Written or verbal public notice shall be given to each Member entitled to vote at the meeting stating the date, time and place of the annual meeting or of a special meeting before the date of the meeting, either personally or by mail or by email at the direction of the President or the Director or persons calling the meeting. 5.8. At any regular or properly called meeting, the vote of the majority of the Members present having voting power shall decide any questions brought before such meeting unless the question is one upon which, by express provision of the statutes, the Articles of Incorporation or by these By-Laws, a different vote is required; in which case such express provision shall govern and control the decision of such question. The Voting Members present at a duly organized meeting may continue to transact business until adjournment. 5.9. All meetings of the Members for the election of the Board of Directors shall be held in the confines of the North Texas area. Meetings of Members for any other purpose may be held at such time and place as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. 5.10. At the regular first quarter meeting, the President shall appoint a nominating committee consisting of no fewer than 3 members and made up from not more than one representative of each of the Member Associations, as long as there are more than three Member Associations, to nominate candidates for the Board of Directors for the following year. Only nominations from this committee may be voted on during the annual election. 5.11. Any Member Association that is not represented by its Members or their appointee for two (2) consecutive required NTI meetings without justifiable cause may make the Member Association subject to review and possible dismissal by the NTI Board of Directors. 5.13. Any Member of the Board of Directors who is absent from two (2) consecutive meetings of the Board of Directors, without justifiable cause, may be subject to dismissal by the Board of Directors. 5.14. At all meetings of the Board of Directors, the presence of a majority of the Directors shall be necessary to constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting shall be the act of the Board of Directors except as may be otherwise specifically provided by statute, the Articles of Incorporation or by these By-Laws. If a quorum is not present at any meeting of the Board of Directors, the Directors present shall adjourn the meeting without notice, other than an announcement at the meeting, until a quorum shall be present. 5.14.1. If a normal quorum of a majority of the Directors does not exist as of 15 minutes after the scheduled start time of an announced meeting, the President or Vice-President may declare a “Vital Business Quorum” under the following conditions: • a. Presence of the President or Vice-President and any other two Board of Directors and • b. Presence of at least three other Voting Members and • c. A “Vital Business Quorum” may not be declared more than once per month. ARTICLE 6. BOARD OF DIRECTORS6.1. Directors of the NTI Board of Directors will be members and representatives of the Member Associations as defined in paragraph 4.4 and 4.5. 6.2. The business and affairs of the Corporation shall be managed by the Board of Directors, who may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the Members. 6.3. Any Member of the Board of Directors may be removed, with or without cause, at any special meeting of the Voting Members by the affirmative vote of a majority of the Voting Members at such meeting and entitled to vote for the election of such Board Member, if notice of the intentions to act upon such matter shall have been given in the notice calling for such meeting. If any vacancies occur on the Board of Directors for any reason, a majority of the Board of Directors then in office may choose a successor, or a successor will be chosen at special meeting of the Members called for that purpose. Each successor Director so chosen shall be elected for the unexpired term of his/her predecessor in office. 6.4. The number of Directors may be increased or decreased, from time to time, by amendment to these By-Laws. Any directorship to be filled by reason of an increase in the number of Board Directors may be filled by either a vote of the Board of Directors or at a special meeting of Members called for that purpose. 6.5. Any Member of the Board of Directors may resign by giving written notice to the President or Secretary. Such resignation shall take effect at the time specified therein, or immediately if no time is specified therein. The acceptance of such resignation shall not be necessary to make it effective. 6.6. Every NTI Member or the Board of Directors is required to participate and pass a background investigation for screening purposes. Passing criteria shall be defined by the Board of Directors and may change over time with a simple majority vote by the Voting Members. 6.7. The Board of Directors may consist of the following: 6.7.1. Directors a. President b. Vice President c. Treasurer d. Secretary e. Director of Rules and Protests 6.8. The duties of the Directors shall be as follows: 6.8.1. President a. To preside over all meetings; b. To appoint committees; c. To break any tie vote resulting from any ballot decision; d. To countersign orders and checks when needed; e. To call special meetings as needed; f. To be the Chief Executive Officer of the Corporation; g. To set up interviews with new Board Members to inform them of their duties and obligations to the Association; h. To maintain a volunteer list and inform all Commissioners of any new additions and seek an update from them regarding any additions and/or deletions of any team; I. To perform such other duties as the Board of Directors shall prescribe. 6.8.2. Vice President a. To preside over all meetings in the absence of the President b. To assume the duties of any vacant directorship until the vacant office is filled; c. To set up and organize registration; d. To head the registration committee; e. To coordinate with Association officials for use of playing fields; f. To perform duties as assigned by the President. 6.8.3. Treasurer a. To receive and collect all funds; b. To dispense all bills and charges, under the direction of the Board of Directors; c. To maintain an accurate and current ledger as to all Association funds; d. To provide a full report of receipts and expenditures, deposit balances and financial condition at each meeting of the Board of Directors and each meeting of the membership, with the exception of special meetings; e. To perform other duties as assigned by the President; f. To file income tax returns. 6.8.4. Secretary a. To take and preserve the minutes of all meetings and to record all votes; b. To maintain a complete list of all Voting Members; c. To handle all correspondence assigned by the President; d. To notify all Voting Members of all meetings; e. To act as Parliamentarian in absence of a Director of Rules and Protest; g. To perform other duties as assigned by the President. 6.8.5. Director of Rules and Protest a. To accept and process all official protests and be chairman of the Protest Commission; b. To draft proposed rule changes at the request of the Board of Directors; c. To act as Parliamentarian at all meetings to ensure strict adherence to Association By-Laws and Roberts Rules of Order to resolve all questions, procedures or conflicts; d. To perform other duties as assigned by the President. 6.9. The Board of Directors shall present, at each annual meeting, a full and clear statement of the business and condition of the Corporation. Books and records may be audited once a year by an appointed committee of the Board of Directors. 6.10. Any Member can be a Manager, Coach or Assistant Coach. ARTICLE 7. PROTEST COMMISSION7.1. The Protest Commission shall consist of: 7.1.1. Director of Rules and Protest who shall serve as its Chairman. 7.1.2. Head of the involved Umpire organization. 7.1.3. One Commissioner from the following leagues: one age group above; the age group; and one age group below the age group of the protest in question. When no age group Commissioner above or below is available then a Commissioner from the next closest age league shall be chosen. 7.2. The purpose of the Protest Commission shall be to: 7.2.1. Receive from the League Commissioner, written notification of protest. 7.2.2. Render decision regarding the protest as soon as possible. 7.2.3. Meet on an “as needed” basis when called by the Chairman. ARTICLE 8. MEMBERS' DISCIPLINARY REVIEW COMMISSION8.1. The Members' Disciplinary Review Commission shall consist of two (2) groups: 8.1.1. A Leagues Commission concerning itself with matters involving Managers, Coaches, Assistant Coaches and parents. 8.1.2. A Board of Directors Commission concerning itself with matters involving Members. 8.2. Each of the two groups shall: 8.2.1. Be chaired by the Rules and Protests Director who will vote only in the case of ties and the Rules and Protests Director will represent the Members' Disciplinary Review Commission in the case of an appeal to the NTI Board of Directors. 8.2.2. Consist of a Commissioner from at least three (3) Leagues for matters involving Managers, Coaches, Assistant Coaches and parents. 8.2.3. Consist of two Members from the NTI Board of Directors for matters involving Members. 8.3. Managers, Coaches, Assistant Coaches and parents may be brought before the Members' Disciplinary Review Commission by the respective League Commissioner who must act upon the receipt of written complaint from one of the Associations • Members concerning by-laws or rules violation within (7) days. The Commission shall not accept unsigned or anonymous complaints. Persons signing complaints must be willing to appear before the Commission. 8.4. Decisions of the Commission may be appealed in writing within (7) days to the Board of Directors who will call a meeting of the Board within (10) days. The decision of the Board of Directors shall be final. 8.5. Members of the Commission who become subjects of the Commission will abstain from membership during the Commission's consideration of that case. ARTICLE 9. INDEMNIFICATION9.1. The Corporation shall indemnify any Director, Member, agent or player, or former Director, Member, agent or employee of the Corporation or any other person who may have served at its request as a Director, Member, agent or employee of another corporation in which it owns shares or stock, or of which it is a creditor, against expenses actually and necessarily incurred by him and any amount paid in satisfaction of judgments in connection with any action, suit or proceedings, whether civil or criminal in nature, in which he is made a party by reason of being or having been such a Director, Member, or employee (whether or not a Director, Member, agent or employee at such time costs or expenses are incurred by or imposed upon him) except in relation to matters as to which he shall be liable for gross negligence or willful misconduct in the performance of duty. The corporation may also reimburse to any Director, Member, agent or employee, the reasonable costs of settlement or any such action, suit or proceedings it shall be found by majority of the committee of the Directors not involved in the controversy, whether or not a quorum, that it was to the interests of the Corporation that such settlement be made, and that such Director, Member, agent or employee was not guilty of gross negligence or willful misconduct. Such rights of indemnification and reimbursement shall not be deemed exclusive of any other rights to which such Director, Member, agent or employee may be entitled by law or otherwise. 9.2. Each year the Board of Directors shall bond its Board of Director Members. ARTICLE 10. MEMBER DUTIES10.1. Each Member Association's President shall be responsible for the procurement of his/her Association's funds, and will support North Texas Interlock Baseball Association fund raising efforts. 10.2. Each Member Association's President shall be responsible for the teams represented by the Member's Association. 10.3. Any Member, who does not fulfill his /her duties as such, is subject to review by the Members' Disciplinary Review Commission. 10.4. Every NTI head coach is required to have a current NYSCA certification or other ARTICLE 11. CONDUCT11.1. Any North Texas Interlock Baseball Association Member who is reported to the Board of Directors in writing for using profane language, acting in an unsportsmanlike manner, and/or under the influence of intoxicating beverages or illegal and/or controlled substances, any time or place in conjunction with North Texas Interlock Baseball Association function, shall be subject to disciplinary action by the Board of Directors, or, in the case of Managers, Coaches and Assistants, review by the Member's Disciplinary Review Commission. When any of the above mentioned acts are committed, that person must leave the entire ball park area immediately when asked by an official or umpire. Refusal to leave the ball park shall result in immediate suspension from North Texas Interlock Baseball Association. 11.2. Each Member shall agree to abide by the decisions of the Board of Directors and the Member's Disciplinary Review Commission and shall strive to maintain a good working relationship with its Members to help provide a wholesome recreational program for players. 11.3. Members are responsible for seeing that his/her Managers, Coaches, players, players' parents and Sponsors conduct themselves in such a way as to attain the objectives and purposes of this Association. 11.4. If a person is ejected from a game for any reason, he will leave the field area immediately. If the ejected person continues to disrupt the game and is asked to leave the ball park area, he/she must do so. Failure to abide by this rule shall constitute a forfeited game. A person ejected will be suspended for one (1) game with the suspension to be served during the game immediately following that game in which the ejection occurred. This suspension is subject to an appeal to be made in writing to the League Commissioner or designee within 48 hours of the ejection. The Board of Directors will review the appeal and render a decision concerning suspension at its earliest possible meeting date. The decision of the Board is final. In the event an appeal is filed and the suspension is upheld, the suspension will be served in the first game following the ruling of the Board. A person ejected twice in one season, and whose suspensions are twice upheld, will be suspended from North Texas Interlock Baseball Association for the duration of the year. League 11.5. There shall be no profanity by players, Managers, Coaches or Assistants at any time while engaging in activities of this program. Also there is to be no abusive or derogatory comments or names directed to or about any player made by players, Managers, Coaches or Assistants. This rule is to be strictly enforced by Managers, Coaches, Assistant Coaches and Umpires. Penalty: Immediate ejection from the game and field and suspension by the League Commissioner from the next game to be played. 11.6. No unified razzing, chatter, or screaming at any opposing team or players shall be allowed. 11.7. Any player, Manager, Coach or Assistant Coach who intentionally throws, kicks, or mistreats equipment may be ejected from the game. 11.8. All Article 11.0 CONDUCT rules shall also apply to tournament and post-season participation with the following exception. At the President's discretion, a tribunal of the President and any two Members of the Board of Directors may substitute for the Board of Directors approved certification prior to the first regular scheduled game of the season. Fee to be paid by the Member or the Member's Association. ARTICLE 12. LEAGUES12.1. The organization shall consist of the following Leagues , interest permitting : Player Pitch Leagues; ages 9u, 10u, 11u, 12u, 13u, 14u 12.1.1. Playing age is determined by the player's age as of midnight on April 30 of the calendar year of the spring season; fall season playing age is determined by the player's age as of midnight on July 31 of the following calendar year. 12.1.2. Players may play up one age group. 12.2. Each League may have a League Commission appointed by the President to administer the League's activities. ARTICLE 13. REGISTRATION13.1. Registration of teams shall be held seasonally with the registration period and registration fees being determined by the Board of Directors prior to registration. The registration period shall be adequately advertised in advance. 13.2. Registration for the spring season will be closed on or about February 15 and for fall season will be closed on or about August 15. Member Associations registering teams must provide, at time of registration, 50% of the required time slots for games. Teams not associated with a Member Association will not be allowed to register. After registration closes, schedules will be submitted within a timely manner. 13.3. All teams must be sponsored by a Member Association. Each team must get at least 75% of its players from it's sponsoring Member Association's township/city. A player's home address is the determining criteria when qualifying which Member Association's township/city the player is from. 13.4. Once league play begins, players are required to remain with that team through the spring and summer season to include ALL post season play through August 10, of that Spring/Summer season . Coaches, managers, parents or players will not enlist or recruit players from other teams without the expressed written approval of the head coach and manager of the team that the player is a member. The NTI President and the Member Association President(s) involved must all approve any player who transfers during league play. 13.5. As a guideline, for every 75 players registered in a specific age group for a Member Association, that Member Association may sponsor one team into NTI for that age group. 13.6. After each season, the presidents of the Member Associations and the NTI Board must review the performance of all teams in each age group in an effort to manage the competitiveness of NTI. Dominate teams should be moved up to a AAA format and non-competitive teams should be moved down. ARTICLE 14. PLAYING RULES14.1. Rulings are to be made following the Sporting News Baseball Rulebook, superseded by North Texas Interlock Baseball Rules. 14.2. Tournament play shall be governed by that tournament's rules which shall be made available to all teams prior to the start of the tournament. ARTICLE 15. MISCELLANEOUS15.1. A monthly petty cash reimbursement request with supporting receipt shall be made to account for expenditures. 15.2. No bills shall be accepted for payment from the regular account except those authorized by the Board of Directors. 15.3. By-Laws may be altered, amended or repealed at any meeting of the membership by the affirmative vote of a super majority of the Voting Members present at the meeting, provided notice of the proposed alteration, amendment or repeal be contained in the notice of the meeting. 15.4. Any contract or other transaction between the Corporation and any of its Directors (or any firm in which any of its Directors is directly or indirectly interested) shall be valid for all purposes, notwithstanding the presence of such Director at the meeting authorizing such contract or transaction, or his/her participation in such meeting. The foregoing shall, however, apply only if the interested Director counted in determining whether a majority is present, but not in calculating the majority necessary to carry such vote. This section shall not be construed to invalidate any contract or transaction that would be valid in the absence of this section. 15.5. The Corporation shall keep correct and complete books and records of accounts and shall keep minutes of the meetings with its Members and Board of Directors and shall keep, at its registered office or principal place of business, a record of its Voting Members. 15.6. If any part of these By-Laws shall be held invalid or inoperative for any reason, the remaining parts so far as possible and reasonable shall be valid and operative. # END |
