LITTLE LEAGUE CONSTITUTION WHITEFISH BAY, WISCONSIN
ARTICLE I- NAME
This organization shall be known as Whitefish BAY UTILE LEAGUE, hereit1after referred to as the "League."
ARTICLE II - OBJECTIVE
The objective of the League shall be to implant fIrmly in the children of its community the ideas 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.
To achieve this objective, the League will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated ("LLBI"). 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 5OI-(3)(c) of the Federal Internal Revenue Code, the League shall operate exclusively as a not-far-profit educational organization providing a supervised program of competitive baseball and softball games. No part of the net earnings shall inure to the benefit of any private individual. The League shall not carry on propaganda or otherwise attempt to influence legislation. The League shall not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III - MEMBERSHIP
(a) Player Members. Any player candidate meeting the requirements of WFBLL Regulation IV and who resides within the authorized boundaries of Whitefish Bay shall be eligible to participate but shall have no rights, duties or obligations in the management or in the property of the League. A player candidate who lives outside of the boundaries of Whitefish Bay may be admitted to play upon the approval of the Board and the issuance of any required waivers or approvals by LLBL
(b) Regular Members. Any per who has a child in the League and lives in Whitefish Bay shall be a regular member. A person who lives outside the boundaries of Whitefish Bay and has a child who is a player member who is properly permitted to play in the league, shall be a regular member. Regular members shall be named to a list which shall be updated annually.
(c) Honorary Members. Any person may be elected as Honorary Member by the unanimous vote of all Directors present at any duly held meeting of the Board of Directors but shall have no rights, duties, voting rights or obligations in the management or in the property of the League.
(d) As used hereinafter, the word "Member" shall mean a Regular Member unless stated otherwise. As used hereinafter, the word "Board" shall mean Board of Directors.
Other Affiliations. Neither Regular Members nor Player Members, shall be required to be affiliated with another organization or group to qualify as members of the League.
Suspension and Termination. Membership may be terminated by moving out of Whitefish Bay, not having any Player Members in the League, resignation or action of the Board.
(a) The Board, 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 interest of the League and/or LLBL The member involved in such disciplinary, suspension or termination proceeding 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.
(b) The Board shall, in case of a Player Member being disciplined, suspended or terminated, give notice to the manager of the team of which the player is a member. Said manager shall appear, in the capacity of an adviser, with the player before a duly appointed committee of the Board, which shall have full power to discipline the Player Member or suspend or terminate such player's right to future participation.
ARTICLE IV - DUES
Dues. No Member shall be required to pay dues to be a part of the league.
Fees. A reasonable Little League participation fee may be assessed to a Player Member to assure the operational continuity of the League. Those unable to meet the stated fee may discuss other reasonable fees or the waiver of the fee with the President.
ARTICLE V - MEETINGS
Annual Meeting. The annual meeting of the Members of the league shall be held the first Tuesday of October each year for the purpose of electing those
Notice of Meeting. Notice of each meeting of the Members shall be emailed to the last known email address of such Member or advertised on the official web site of the League 7 days in advance thereof setting forth the place, time and purpose of the meeting.
Special Meetings. Special meetings of the Members may be called by the Board or by the Secretary or President at their discretion. Also, 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 a special meeting of the Members.
Quorum.At any General Membership Meeting, the presence in person or representation by absentee ballot of one-fifth (20 percent) of the members (as defined in Article III - Membership) shall be necessary to constitute a quorum. If a quorum is not present, no business shall be conducted.
Absentee Ballot. For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at the annual meeting or special meeting of the Members, an absentee ballot shall be properly completed. signed and returned in a sealed envelope to the SecretaIy prior to the date of the annual meeting. The Secretary shall present all absentee ballots to the Election Chairman on the date of the annual meeting or special meeting of the Members, prior to the conduct of the election process. The Board shall appoint a Member as an Election Chairman.
Voting.Only Regular Members shall be entitled to make motions and vote at General Membership Meetings. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings.
Rules of Order. Roberts Rules of Order shall govern the proceedings of all meeting of the Members and the Board, except where the same conflicts with the Constitution and By-Laws of the League.
ARTICLE VI - BOARD OF DIRECTORS
Board and Number. The management of the property and affairs of the League shall be vested in the Board. The number of Directors shall not be less than five (5) nor more tl1.an eleven (11). The Directors shall upon election immediately commence the performance of their duties and shall continue in office until their successor shall have duly elected and qualified.
Required Members. The Board shall consist of only Regular Members.
Annual Election and Term of Office. At each annual meeting, the Members. shall determine the number of Directors to be elected for the ensuing year and shall elect such number of Directors. All elections of Directors shall be by majority vote of all members present or represented by a properly executed signed absentee ballot filed with the Secretary prior to the election meeting. All Directors shall serve a two (2) year term, unless a Director shall quit early, the Director dies or is terminated early as set forth herein.
Voting.Only Regular Members shall be entitled to make motions and vote at General membership Meetings. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings.
Vacancies. If any vacancies occur in the Board. by death, resignation or otherwise, it may be filled by a minority vote of the remaining Directors at any regular meeting or at any special meeting called for that purpose.
Meeting, Notice and Quorum. Regular meetings of the Board shall be held immediately following the annual election and on such days thereafter as shall be determined by the Board. The President or the Secretary may, whenever they deem it advisable or the Secretary shall at the request in writing of five (5) Directors issue a call for a special meeting by email to each Director at least three (3) days before the time appointed for the meeting to the last recorded email address of each Director, or by telephone or telegraphic or personal notice twenty-four hours preceding the meeting. Notices of the regular meetings of the Board of Directors shall be posted on the official website of the League at least ten (10) days prior to the meeting and notices of special meetings shall be posted on the official website at least three (3) days before the meeting. In the Case of a special meeting, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting. Five (5) members of the Board shall constitute a quorum for the transaction of business.
Duties and Powers. The Board shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate. The Board may adopt such rules and regulations for the management of the League as it may deem proper. The Board shall have the power by a two-thirds (2/3) vote of those present at any regular or special meeting to discipline, suspend or remove any Director, Officer or Committee Member of the League in accordance with the procedure set forth in Article III, Section 4(a) as promulgated by LLBI. The Membership shall receive at the annual meeting of the Members a report verified by the President and Treasurer, or by a majority of the Directors, showing the whole amount of real and personal property owned by the League, where located, and where and how invested, the amount and nature of the property acquired during the year immediately preceding, the date of the report and the manner of the acquisition; the amount applied, appropriated or expended during the year immediately preceding such date, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made; and the names and places of residence of the persons who have been admitted to membership in the League during such year, which report shall be filed with the records of the League and an abstract thereof entered in the minutes of the proceedings of the annual meeting. A copy of such report shall be forwarded to LLBI.
ARTICLE VII ~ EXECUTIVE COMMITTEE
Appointment. The Board may appoint an Executive Committee which shall consist of not less than three (3) nor more than five (5) Directors, one of whom shall be the President of the League.
Powers. The Executive Committee shall advise with and assist the Officers of the League 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.
Quorum. At any meeting of the Executive Committee a majority oft be total number of members then on the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority present at any meting at which there is a quorum shall be the act of the Committee.
ARTICLE VIII ~ OTHER COMMITTEES
Nominating Committee. The Board may appoint a Nominating Committee consisting of three (3) Directors and such other number of Regular Members as the Board shall deem appropriate and appoint. The Committee shall investigate and consider eligible candidates and submit at the annual meeting a slate of candidates for the Board. The Committee shall also submit for consideration by the Board a slate of Officers and committee Members.
Membership Committee. The Board may appoint a Membership Committee consisting of not less than three (3) Directors and such other number of Regular Members as the Board shall deem appropriate and appoint. The Committee shall receive the names of prospective Honorary Members and Regular Members, investigate for eligibility and recommend those qualified for election at the annual or special meeting of the Members or the Board as the case may be,
Disbursement of Funds. The Board shall not permit the disbursement of League funds for other than the conduct of Little League activities in accordance with the rules and policies WFBLL.
No Salary. No Director, Officer or Member of the League shall receive, directly or indirectly, any salary. compensation or emolument from the League for services rendered as Director, Officer or Member.
All monies received. including Auxiliary Funds, shall be deposited to the credit of the League in a bank account or accounts established at the direction of the Board and all disbursements shall be made by check. All checks shall be signed by the Treasurer and such other officer or officers or person or persons as the Board shall determine.
Fiscal Year. The fiscal year of the League shall begin on the first day of October and shall end on the last day of September.
Distribution Of Property Upon Dissolution. Upon dissolution of the League and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the League to another Federally Incorporated entity which maintains the same objectives as set forth herein which are or may be entitled to exemption under Section 501 ©(3) of the Internal Revenue Code or any future corresponding provision.
ARTICLE XIII - AMENDMENTS
Section 1. This Constitution may be amended, repealed or altered in whole or 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 LLBI, for approval.
ARTICLE XIV - VOTING
Voting. Except as specifically set forth herein, decisions by the members of the Board shall be made by a simple majority of the votes properly cast.
This constitution was approved by WFBL on Oct ’09.
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President’s Name (print) President’s Signature Date
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Little League ID Number Federal ID No (if available) State ID No. (If available)