JEFFERSONTOWN BASEBALL, INC. BY-LAWS

November 29, 2009

ARTICLE I NAME

The organization shall be known as Jeffersontown Baseball, Inc., hereinafter referred to as JAYBAS.

ARTICLE II PURPOSE, OBJECTIVE & DURATION

1. The purpose of JAYBAS shall be to operate exclusively as a non-profit organization providing a supervised program of competitive baseball and softball.

2. The objectives of JAYBAS are:

A. To provide and encourage any youth meeting the requirements as to age and residence, as set forth by Babe Ruth League, Inc. to compete for participation in the local league.

B. To provide an equal opportunity for every youth, regardless of race, color, gender, religion, and disability, in the geographic are covered by JAYBAS who is within the age group approved for Babe Ruth League.

C. The advancement of and the promotion of good fellowship and good sportsmanship. To implant firmly, in the boys and girls of the community, the ideals of good sportsmanship, fellowship, honesty, loyalty, courage, and reverence so that they and all the members of the league may be finer, stronger, happier, and better citizens of the community.

D. To purchase, lease, hold, sell, develop, convey or otherwise acquire or dispose of real and/or personal property necessary for the carrying out of the purposes of the corporation, to contract and be contracted with to such extent necessary to carry out the purposes of the league.

3. To achieve these objectives, JAYBAS will provide a supervised program of competitive baseball and softball under the rules of Babe Ruth League and JAYBAS. Directors, officers, and members shall bear in mind that stressing exceptional athletic skills or winning is secondary, and the molding of finer men and women is the prime objective and of most importance.

ARTICLE III MEMBERSHIP

1. Members shall consist of persons of good character residing in Jeffersontown or in the area adjacent thereto. All members shall be bound by this set of By-Laws.

2. A registration donation will be established by the Board for each participating family and/or member.

3. Leadership qualities of officers:

A. Thoroughly acquainted with the objectives and the philosophy of youth baseball and softball and are able to guide the efforts of League personnel towards these goals.

B. Knowledgeable of the intent of the Rules and Regulations, both national and local rules, and are able to interpret them correctly to parents and the public, as well as to League personnel.

C. See that League personnel are kept up to date with all current youth baseball and softball information, such as rule changes, tournament plans, training pamphlets, clinics and etc.

D. Program the workload and delegate responsibility so that the burden does not fall on a few individuals.

E. Work together in a manner that gains favorable support for the youth baseball and softball program.

4. Members of the Board of Directors may not be a member of another league’s Board of Directors.

5. Members of the Jeffersontown Baseball, Inc. Board of Directors will not have to pay for registration of their children to play in the regular season, however they must pay for post-season play.

ARTICLE IV GOVERNMENT (GOVERNING BOARD)

1. The officers of this league shall consist of:

A. President

B. Vice President

C. Secretary

D. Treasurer

E. Nine (9) League Vice Presidents

1. VP – T-ball (4-5)

2. VP – Pee Wee Ball (5-6) (Coach Pitch)

3. VP – Rookie League Baseball (7-8) (Machine Pitch)

4. VP – Minor League Baseball (9-10)

5. VP – Major League Baseball (10-12)

6. VP – Junior/Senior/Big League Baseball (13-18)

7. VP – Competitive/Elite Baseball

8. VP – Softball

9. VP – Challenger League

F. Player Agent (Baseball)

G. Player Agent (Softball)

H. Umpire In Chief

I. Equipment Manager

J. Uniforms and Awards Manager

K. Sponsorship Coordinator

L. Special Events Coordinator

M. Master Scheduler

N. Safety and Maintenance Officer

O. Middle School Coordinator

P. Information Officer

2. All officers shall be elected or appointed for a period of three years, or as specifically stated in Article V (Duties of Governing Board), or until their successors have been duly elected or appointed by this set of By-Laws.

3. All officers shall remain active for spring and fall seasons.

4. Any officer of the Governing Board may be removed from their position with a two-thirds majority vote of the Board for lack of performance, dereliction of duty and/or circumventing Board actions, policies and procedures. Included in the definition of “lack of performance” is failing to attend 75% of the regularly scheduled monthly Board meetings within the League’s fiscal year (October – September).

5. In the event of an office becoming vacant for any reason whatsoever, the vacancy shall be filled by the Governing Board, upon recommendation by the President and approval by a majority vote of the Board.

ARTICLE V DUTIES AND POWERS OF GOVERNING BOARD

The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each.

1. President – The President shall:

A. Conduct the affairs of the League and execute the policies established by the Board of Directors.

B. Present a report of the condition of the League and the Annual Meeting.

C. Communicate to the Board of Directors such matters deemed appropriate, and make such suggestions as may tend to promote the welfare of the League.

D. Be responsible for the conduct of the League in strict conformity to the policies, principles, Rules and Regulations of JAYBAS.

E. Designate other officers, if necessary, to have power to make and execute for / and in the name of the League such contracts and leases they may receive and which have had prior approval of the Board.

F. Investigate complaints, irregularities and conditions detrimental to the League and report thereon to the Board as circumstances warrant.

G. Prepare and submit and annual budget to the Board of Directors and be responsible for the proper execution thereof.

H. With the assistance of the Player Agent(s), examine the application and support proof-of-age documents of every player candidate and certify residence and age eligibility before the player may be accepted for tryouts and selection.

I. Be required to vote on a decision by the Board in the event the other officers are deadlocked in a tie vote.

J. Expend up to $500 on the League without first obtaining the Board’s approval (any such expenditure must be reported to the Board at the next regularly scheduled meeting).

2. Vice President: (Appointed by the President) The Vice President shall:

A. Perform duties of the President in the absence or disability of the President, provided he or she is authorized by the President or Board so to act. When so acting, the Vice President shall have all the powers of that office.

B. Perform such duties as from time to time may be assigned by the Board of Directors or by the President.

3. Secretary: The Secretary shall keep and maintain all records of membership, attendance, and minutes of all General and Governing Board meetings. The Secretary shall reproduce minutes in sufficient copies to provide each Board member at the next meeting. In the absence of a President and Vice President, the Secretary shall assume the duties of the President.

4. Treasurer – The Treasurer shall:

A. Be responsible for all deposits and expenditures unless delegated, with Board approval, to another individual.

B. Be responsible for preparing and presenting monthly reports to the Board at each monthly meeting and members should be given the opportunity to review reports before approving. These reports should include at a minimum, a balance sheet, an income statement, and a list of all checks written since the last monthly Board Meeting.

C. Retain copies of all contracts in which JAYBAS has entered.

D. Direct all deposits and make payments in a timely manner.

E. Reconcile with League VP’s amount of funds received with number of children registered.

F. Maintain a running list of registrants by division and amount paid to reconcile income.

G. Provide League VP’s with roster of registrants.

H. Record all income and expenses by program (e.g., spring, fall, competitive, etc.)

I. Prepare year-end reports for IRS tax preparer.

5. League Vice Presidents: The League Vice Presidents shall perform such duties as are ordinarily incumbent upon the League Vice Presidents and other such duties as may be assigned to them by the President of the Governing Board, and, in addition, shall attend to and coordinate the following for their individual league:

A. Coordinate with Master Scheduler to develop league schedules (to be approved by the Board), schedule make-up games (see General Rules), and assign playing fields and practice fields.

B. Assist with preparation of local rules under which the division will be run, including rules for play-offs, All-Star selections, etc., and submit same to Rules Committee for review and Board approval.

C. Represent the views and ideas of the managers within his/her league to the Board of Directors.

D. Select manager candidates and presents to Board for approval.

E. Facilitate try-outs for his/her league.

The nine League Vice Presidents shall be:

1. VP – T-ball (4-5)

2. VP – Pee Wee Ball (5-6 Coach Pitch)

3. VP – Rookie League Baseball (7-8 Machine Pitch)

4. VP – Minor League Baseball (9-10)

5. VP – Major League Baseball (10-12)

6. VP – Junior/Senior/Big League Baseball (13-18)

7. VP – Competitive/Elite Baseball

8. VP – Softball

9. VP – Challenger League

NOTE: No League Vice President can serve as Team Manager or Coach in that League unless approved by the Board of Directors.

6. Player Agent(s): The Player Agent records all player transactions and maintains an accurate and up-to-date record thereof. The Player Agent assists with try-outs, conducts annual player selection system (draft), and controls the player pool in the event players need to be moved to another division. The Player Agent assists President in checking birth records and boundaries. NOTE: No Player Agent can serve as a Team Manager or Coach in that league unless approved by the Board of Directors.

7. Umpire-in-Chief: The Umpire-in-Chief shall be responsible for obtaining, training, instructing, and scheduling all umpires. The Umpire-in-chief shall coordinate Umpire compensation and pay routines with league treasurer.

8. Equipment Manager: The Equipment Manager shall maintain and disburse a supply of equipment. The Manager shall inventory and account for all equipment at the beginning and close of the season. The Equipment Manager shall obtain at least three (3) bids on purchase in excess of $500 and submit quotations to the Board of Directors for approval. All invoices are to be approved for payment by the signature of the Equipment Manager.

9. Uniforms and Awards Manager: The Uniforms and Awards Manager is responsible for obtaining team rosters for the purpose of ordering and distributing uniforms. The Uniforms and Awards Manager is also responsible for ordering and distributing team and/or individual awards. Uniforms shall be available for distribution prior to start of season. Awards shall be available for distribution upon completion of regular and post-season play (to include tournaments). The Manager shall obtain at least three (3) bids on purchase in excess of $500 and submit quotations to the Board of Directors for approval. All invoices are to be approved for payment by the signature of the Uniforms and Awards Manager.

10. Sponsorship Coordinator: The Sponsorship Coordinator is responsible for all fundraising events and duties related to generating revenue for the League with the exception of registration fees and the Concession Stand. This Coordinator is responsible for obtaining all team sponsors. In addition, shall provide team pictures and/or certificates at the close of the season to each sponsor.

11. Special Events Coordinator: The Special Events Coordinator shall recruit team parents to represent each team in the league. These team parents do not need approval of the Governing Board. This Coordinator shall have the power to appoint assistants to aid in the duties of this position. This Coordinator is responsible for communications with League parents, and the media as it relates to scheduled events and special event situations. This Coordinator is also responsible for contacting League Vice Presidents for the purpose of obtaining game information, and submitting same to local media – including publicity for league sign-ups, special events, pictures, opening day parade, etc. This Coordinator shall also work in close conjunction with the Information Officer to insure that important league information is provided to the appropriate media.

12. Master Scheduler: The Master Scheduler is responsible for creating, distributing, and maintaining all practice and game schedules, including rainouts and post-season playoffs. The Master Scheduler shall coordinate (same) with League Vice Presidents, Umpire-in-Chief, Concession Stand Director, and Groundskeeper.

13. Safety and Maintenance Officer: The Safety and Maintenance Officer is responsible for the oversight and planning of field and facilities maintenance. They shall oversee the work of the Groundskeeper. Proposed expenditures in excess of $500 will be submitted to the Board for approval, along with three (3) bids and the Officer’s recommendation. This Officer is also responsible for carrying out the safety code of Babe Ruth League, Inc.

14. Middle School Coordinator: The Middle School Coordinator shall serve as a liaison between JCPS athletics and JAYBAS. Coordinate with JAYBAS Master Scheduler to develop league schedule, make-up games etc. to eliminate scheduling conflicts between JAYBAS and the JCPS Middle School league. Coordinate scheduling with JAYBAS Vice Presidents, Umpire-in-Chief, Concession Stand Director, and Grounds Keeper.

15. Information Officer – The Information Officer shall:

A. Manage the League’s website.

B. Manage the online registration process.

C. Assign administrative rights to league volunteers and teams.

D. Maintain an accurate and up-to-date calendar of events.

E. Ensure that League news including scores and standings are updated on a regular basis.

F. Collect, post, and distribute important information on League activities.

Note: Decisions by any league-elected official are subject to review by the Governing Board at the next scheduled Board meeting when a written complaint is provided to the league President.

ARTICLE VI OTHER LEAGUE OFFICIALS

The following shall be non-voting officials of the league:

1. Concession Stand Director: The Board of Directors may elect to compensate (pay) this position. If so, the Board shall obtain (3) bids. A simple majority vote is all that is required to award the appointment to said bidder. The duties of this Director shall consist of operating the concession stands, which are the League’s responsibility and appointing assistants in helping with these duties. Approval must be received from the Governing Board for equipment expenditures or improvements exceeding $25.00. These league officials may be removed by the Board of Directors for unsatisfactory performance by a simple majority vote. In such a case, any annual salary paid would be pro-rated up to time of removal.

2. Groundskeeper: The Board of Directors may elect to compensate (pay) this position. If so, the Board shall obtain (3) bids. A simple Board (majority vote) is all that is required to award the appointment. to said bidder. The Groundskeeper shall be responsible for maintaining all playing facilities. Proposed expenditures in excess of $200 will be submitted to the Safety and Maintenance Officer for approval, along with three (3) bids and the Groundskeeper’s recommendation. All invoices are to be approved for payment by the signature of the Safety and Maintenance Officer and submitted to Treasurer for payment. These league officials may be removed by the Board of Directors for unsatisfactory performance by a simple majority vote. In such a case, any annual salary paid would be pro-rated up to time of removal.

3. Immediate Past President: The Immediate Past President shall be responsible for providing continuity with the previous administration, along with advise and counsel to the incumbent administration.

4. Team Managers and Coaches: Managers and coaches (adult instructors) of competitive teams shall be annually approved by the Governing Board. Managers shall be responsible for selection of their teams and for the actions of themselves, their coach(es), their players and their fans. Team managers and coaches, once selected, may be replaced by decision of a majority of the Governing Board. Police record checks shall be made on all managers and coaches. Any person found to have been convicted of committing a felony offense, crimes against children, or other deviant acts, shall not be considered for, or allowed to be, a manager or coach.

The Managers / Head Coaches are responsible for establishing team rules and discipline, conduct parents meetings, publish schedules provided by the Scheduler, oversee work parties which involve the parents, be prepared for practice and games and insure the adherence to all the League rules and regulations and policies. The coaches have the responsibility of the players in instruction, safety, sportsmanship and development of team play.

A. Applications

All managers and coaches must apply for the position desired on an annual basis. The league Vice President shall review all applications for Managers and Coaches, and submit said names along with their recommendations to the Board of Directors for approval.

B. Commitment

1. Managers and coaches need to be willing to attend League meetings when requested.

2. Participate in League functions, i.e., Opening day ceremonies, awards ceremonies, work party days, picture day and various clinics.

3. Spend the time necessary with the team at practices and games. If there are rainouts, tied or suspended games, then it is probable that there will be more than two games in one week.

4. Be willing to make up these games or continue them as required on the day and at the time assigned by the appropriate League official.

5. Handle the administrative requirements of the team, i.e., obtaining accurate team rosters, names, addresses, birth dates, telephone numbers, medical release forms, League registration forms and other items required by Jeffersontown Baseball, Inc.

6. Attend League clinics on coaching, rules and safety. Be willing to learn more about baseball and softball and how to teach young people the proper way to play the game. Be responsible for proper safeguarding and use of all League equipment, facilities and uniforms. Be responsible to turn in all League equipment at the end of the season.

7. Teach players and parents fair play, sportsmanship, team play and respect for the opponent and Umpires.

8. Learn and abide by the Babe Ruth, Inc. Rules & Regulations and by the local Jeffersontown Baseball, Inc. rules and policies.

9. Accept the decisions of the Jeffersontown Baseball, Inc. Board of Directors as final. Understand that if found in violation of any of these rules, policies or proper conduct, any individual in the League is subject to immediate suspension and or dismissal from Jeffersontown Baseball, Inc.

C. Leadership Qualities of Managers and Coaches

1. Reflect an understanding of the age group they supervise.

2. Are aware that they are an example to those with whom they work.

3. Demonstrate that they have an appreciation of the philosophy of JAYBAS, and cooperate with others in making the program of mutual benefit to all youngsters.

4. Show by example that they respect the judgment and the position of authority of the umpires.

5. Exercise their leadership role adequately, but leave the ball game in the hands of the players.

6. Instill in their players a respect for the authority and decisions of the adult leaders in the League.

7. Encourage their players at every opportunity.

8. Instill a desire to win and to improve, striving to impart as much knowledge of the game as possible to each player.

9. Encourage good health habits, good grooming and care of the uniform.

10. Are instrumental in shaping acceptable behavior patterns whether the team wins or loses.

11. Know the playing Rules and Regulations of Jeffersontown Baseball, Inc. and Babe Ruth League, Inc., and are able to interpret them correctly. Play by the rules and adhere to their intent, instilling in the players a respect for the rules of the game.

12. Are well acquainted with player selection system used in the League and select players for the team according to their abilities.

13. Are cautious and use sound, reasonable judgment in a protest situation.

14. Have had an opportunity to participate in a preparatory training program or clinic.

15. Have knowledge of first aid and safety.

D. Parent Meeting

A parent of each player participating in the JAYBAS program will be required to attend a parent meeting to be held in February or March. Schedules, practices, attendance and parental responsibilities shall be discussed at this meeting. Experience indicates that informed parents are more inclined to help out with the many tasks associated with a youth baseball or softball team and program. A familiarization of Babe Ruth League, Inc. rules should be conducted in order to help prevent any abuses of such rules. Additionally, a review of the League structure should be done in order to identify such individuals as the League Vice President, Player Agent and Umpire-in-Chief, who may assist in answering certain questions during the season. The parents’ meeting should be held separately, away from the practice field, where a manager has the individual attention of all his / her parents. Each player should have a parent present at the parents’ meeting. Team Manager will be responsible for providing to the Board of Directors the name of the Team Representative. The Team Representative is responsible for coordinating the volunteers required by the Board from each team.

E. Practice Fields

The coaching staff has the full responsibility of the practice area. Safety standards are to be strictly observed, i.e., catcher's gear and protective helmets to be used, care in swinging the bats, supervising the players at all times, etc. If additional practice areas are needed it is the responsibility of the Manager or Coach to obtain. Remember, the success of the team at game time is directly the product of their reaction and conduct at practice. Use of school and city/county facilities is a privilege not a right. Adhere to facility rules, park in authorized areas only, and adhere to all posted speed limits.

ARTICLE VII ELECTION PROCEDURE

1. Adult members of the League, who have attained the age of 21, and are not currently on Board restricted probation, and who otherwise meet the requirements of being a member of the League, are eligible to be nominated as a candidate for a Board position.

2. At the time of regular season sign-ups the President shall, with the approval of the Governing Board, announce the Board positions, which will be up for election this season by use of a handout. Nominations for these positions should be in the hands of the Secretary by May 15th.

3. The Secretary shall see that each nominee is contacted to insure their willingness to be elected to the Board. Of those who are willing to be elected to the Board, the Secretary shall see that police record checks are made on each of the nominees. Any person found to have been convicted of committing a felony offense, crimes against children or other deviant acts shall not be considered for election to a Board position. The Secretary shall then report all eligible candidates’ names and the position that they seek to the Board, and shall cause their names to be placed on the election ballot.

4. Elections will be held on the first Saturday and Sunday of June, closing at 6:00 P.M. on Sunday. Voting will be conducted at the Concession Stand. One vote per guardian.

5. A committee of Board members, not currently running for a Board position or related to a candidate seeking office, shall be appointed by the President for the purpose of counting the votes. The outcome of the election, as well as, the number of votes cast for individual candidates, shall be kept in strictest confidence. Violation of this procedure will be referred to the Board for action under Article IV-Section 4. The committee chairperson shall notify the President of the election results. At the next regularly scheduled meeting of the Board, the President will notify the Board of the election results, and, within the next two weeks, notify all candidates of the results. The results shall then be posted by the Secretary on the bulletin board at Skyview Park.

6. Voting shall be by adult individuals with one vote allowed per guardian. No member may cast more than one vote. Proxies will not be recognized.

7. All officers will assume responsibilities of their offices October 1.

8. Jeffersontown Baseball, Inc. and Babe Ruth League, Inc. will not discriminate against any person on the basis of race, creed, color, national origin, marital status, sex or sexual orientation, or disability.

ARTICLE VIII MEETINGS

1. The Governing Board shall determine the annual meeting of the league.

2. The Governing Board shall meet each month at a place determined by the Governing Board. The first half hour of each meeting shall be available for members of the league to address the Board. A majority of the members of the Governing Board shall constitute a quorum at any regularly monthly Board meeting, and a majority of those present shall govern.

3. Special meetings may be called at any time by request of at least two Board members or the President. Those calling or requesting the special meeting must make every effort to contact all officers of the Board and other league officials. For a special meeting to take place, at least two thirds of the officers of the league must be present. A majority of those present shall govern. Special meetings may be called and conducted for vote via electronic communication (i.e. text, email, etc).

4. General meetings of the members of the league may be held. The date, time, and place to be determined by the Board.

5. At the general meeting, a majority of those present will constitute a quorum.

6. Roberts’ Rule of Order shall govern the proceedings of all meetings, except when same conflicts with the constitution and By-Laws of the league.

7. Scheduled Board meetings shall be agenda based. No items shall be discussed at the meeting unless placed on the agenda by request 5 days prior to the meeting date. The criteria herein outlined shall also apply to visitors wishing to address the Board. The agenda will be prepared by the President. Agenda item requests shall be forwarded to the President.

Each Board member shall receive an agenda for the upcoming meeting and a copy of he past meeting’s minutes no later than 3 days prior to the next scheduled meeting date. Emergency or Special Called meetings shall not be subject to this requirement due to the potential urgency or the item the meeting is called for and the limited time frame involved. The criteria for holding a Special or Called meeting would remain the same.

ARTICLE IX COMMITTEES

1. All committees appointed shall require the approval of the Governing Board and may consist of any league members in good standing.

2. The following standing committees and their members are: (NOTE: * denotes the chairperson of that committee.)

A. Rules Committee: *Vice President, Player Agent(s), all League Vice Presidents and Umpire-in-Chief.

B. Protest Committee: *President, Umpire-in-Chief, Player Agent for that Division and at least one other league officer who is neither an umpire nor manager.

3. A vacancy on a standing committee shall be filled by the Governing Board, upon recommendation by the President and approval by a majority vote of the Board.

ARTICLE X FINANCIAL POLICY

1. The Governing Board shall decide all matters pertaining to the finances of the league and shall place all income in common league treasury account, directing the expenditures from same account.

2. The treasury account shall include three signors, with one being the President and one being the Treasurer. Two signatures are required on all checks written.

3. Concession stand funds received shall be counted by two individuals, deposit slips completed, and amount of deposit documented in concession stand register and initialed by both individuals. Copy of concession stand register and bank deposit receipts shall be provided to treasurer on weekly basis for recording into accounting software.

4. All invoices shall be mailed to the JAYBAS post office box.

5. Any invoice over $500 shall be approved by the Board and noted in the minutes of the meeting.

6. Checks shall only be issued for original invoices or receipts (no copies), unless payments are based upon a contract.

7. A schedule of payments on each contract shall be kept by the Treasurer.

8. Any prepaid expenses shall be reconciled by cardholder by matching with payment.

9. A routine audit shall be made by an accredited accountant. The Governing Board shall receive a copy of the audit.

10. The fiscal year of the league shall be October 1st through September 30th.

ARTICLE XI RULES

1. The official playing rules and regulations as published by Babe Ruth League, Inc. shall be binding on this League’s play, with their procedures for appeal strictly adhered to. Local rules may be adopted by the Governing Board at a meeting to be held not less than one month prior to the first scheduled game, but such shall not in any way conflict with the rules of Babe Ruth League, Inc. The Governing Board shall approve the original schedule of the year’s games, including the number of games, dates, times, places of participation, subject only to the regulations of Babe Ruth League, Inc.

ARTICLE XII CHANGES TO BY-LAWS

1. Amendments to these By-Laws, if in conformity with the Babe Ruth League, Inc. Regulations, may be adopted by an affirmative vote of at least two-thirds of the members of the Governing Board, provided written notice of the proposed amendment, and date of such meeting, shall have been given to all Governing Board members at least two (2) weeks prior thereto.