SunWest Bylaws

SWB BYLAWS TABLE OF CONTENTS 

Article I. ORGANIZATION 

• Section I.01 NAME 

• Section I.02 PURPOSE 

• Section I.03 NON-PROFIT AND NON-STOCK CORPORATION 

• Section I.04 DISSOLUTION OF ORGANIZATION 

Article II. MEMBERSHIP 

• Section II.01 MEMBERSHIP 

Article III. Organization MEETINGS 

• Section III.01 REGULAR MEETINGS 

• Section III.02 ANNUAL MEETING 

• Section III.03 SPECIAL MEETINGS 

• Section III.04 ATTENDANCE 

• Section III.05 VOTING 

• Section III.06 QUORUM 

• Section III.07 PRESIDING OFFICER 

• Section III.08 CONDUCT OF MEETINGS 

Article IV. BOARD OF DIRECTORS 

• Section IV.01 PURPOSE 

• Section IV.02 ELECTIONS OF OFFICERS 

• Section IV.03 TERM OF OFFICE 

• Section IV.04 ADDITIONAL REQUIREMENTS 

• Section IV.05 REMOVAL FROM OFFICE 

• Section IV.06 MEETINGS 

• Section IV.07 DUTIES OF THE EXECUTIVE BOARD OF DIRECTORS 

• Section IV.08 DUTIES OF THE OFFICERS

• Section IV.09 DUTIES OF THE DIRECTORS

• Section IV.10 DUTIES OF THE ASSISTANT DIRECTORS 

Article V. AMENDMENT TO BYLAWS 

• Section V.01 SUBMITTING AMENDMENTS 

• Section V.02 ADOPTION OF AMENDMENTS 

Article VI. METHOD OF DISSOLUTION OF Organization 

• Section VI.01 METHOD OF DISSOLUTION 

Article I. ORGANIZATION 

Section I.01 NAME 

The name of this organization shall be SunWest Baseball, Inc. (dba SunWest Baseball & Softball), hereinafter referred to as the Organization. 

Section I.02 PURPOSE 

The purpose of the Organization is to sponsor and promote a youth baseball program in Redmond, Oregon, and in so doing strive to promote physical fitness, mental alertness & awareness, good morals and citizenship among the youth. 

Section I.03 NON-PROFIT AND NON-STOCK CORPORATION 

The Organization shall be operated as a non-profit corporation in accordance with the laws of the State of Oregon. The private property of the members of the Organization shall not become liable for the debts of the Organization. The Organization shall be a non-stock corporation, and no dividends or pecuniary profits shall be declared or paid to the members thereof. 

Section I.04 DISSOLUTION OF ORGANIZATION 

In the event of dissolution of the Organization, its then net assets and monies shall be transferred as determined by a committee elected by the membership. 

Article II. MEMBERSHIP 

Section II.01 MEMBERSHIP 

Membership in the Organization shall be comprised of: 

A. Parents, step-parents and/or legal guardians of the players registered in the Organization 

B. Members of the coaching staff of each team 

C. Members of the Board of Directors 

Article III. Organization MEETINGS 

Section III.01 REGULAR MEETINGS 

The members of the Organization shall have a regular meeting every other month, on the second Wednesday of the month, or at a time designated by the Board of Directors, at such a place as designated by the Board of Directors. Regular meetings may be suspended as determined by the Board of Directors. 

Section III.02 ANNUAL MEETING 

The annual meeting of the members of the Organization shall be held during the month of November of each year at such time and place as may be designated by the President, when the members of the Organization shall elect members of the Board of Directors for the ensuing year. The elective officers of the Organization consist of the President, Vice President, Treasurer, Secretary, Coaches Representative and Communications Officer. Officers shall be elected by a majority vote of the full-time voting members; runoff elections may be required to insure that this condition is met. All persons elected to the Board of Directors shall automatically be members and hold the same offices of the Board of Directors upon their election to such offices of the Organization. 

Section III.03 SPECIAL MEETINGS 

Special meetings of the membership may be called at any time by purpose of the Board of Directors. 

Section III.04 ATTENDANCE 

All meetings shall be open to any member of the Organization. Non-members shall be allowed to attend any membership meeting provided that non-members may not debate any question before the membership, unless recognized by the Presiding Officer. 

Section III.05 VOTING 

At all meetings of the Organization, each member of the Board of Directors shall have one (1) vote on any matter submitted to the membership for a vote; except the President, who shall only be allowed to vote in the case of a tie vote. No member of the Board of Directors shall be entitled to more than one (1) vote. Except as provided herein, a simple majority of the votes cast by the voting members of the Organization, in which a quorum is present, shall be necessary to decide any business of the membership. 

Section III.06 QUORUM 

A. Representation of any meeting of the Board of Directors of greater than fifty (50) percent or “majority” of the voting members shall constitute a quorum. 

B. No motions shall be made or any official business transacted without a quorum present at a meeting. 

Section III.07 PRESIDING OFFICER 

The President shall preside at all meetings of the Organization, unless not in attendance, in which event the Vice President shall preside. If neither the President nor the Vice President is in attendance, the meeting must be rescheduled. The Vice President shall act as Secretary, and in his/her absence, such other person shall serve as Secretary as designated by the Presiding Officer. 

Section III.08 CONDUCT OF MEETINGS 

Regular meetings of the membership of the Organization shall be informal in nature but must include the following: 

A. Roll call 

B. Reading and action to minutes of previous meeting 

C. Treasury report 

D. Old and New business 

The presiding officer shall allow discussion on any matter brought to the attention of the membership. 

Article IV. BOARD OF DIRECTORS 

Section IV.01 PURPOSE 

The management of all of the affairs, interests, and property of the Organization shall be vested in the Board of Directors which shall include the President, Vice President, Treasurer, Secretary, Coaches Representative and Communications Officer. All officers of the Board of Directors shall serve a two year term or until their respective successor is elected and qualified. The Board of Directors shall have all the powers not prohibited to it by statute or reserved by law or these Bylaws. 

Section IV.02 ELECTION OF OFFICERS 

A. An election of officers for the ensuing term shall be held at the  August meeting prior to the start of the new term. 

B. Names of candidates can be supplied by a nominating committee, self-submitted, or be made from the floor of said meeting. 

C. If, during the term, an Officer terminates his/her position, the Board of Directors shall elect an individual to fill the vacated position and serve the remainder of the term. 

Section IV.03 TERM OF OFFICE 

All new Officers of the Board of Directors shall take office at the  September meeting and shall serve for a minimum of 24 consecutive months unless a member resigns. All partial terms of office shall expire at the August meeting. 

Section IV.04 ADDITIONAL REQUIREMENTS 

No one (1) person may hold more than one (1) position as an Officer of the Board of Directors. 

Section IV.05 REMOVAL FROM OFFICE 

The full time voting members of SWA have the power to remove from office any Director, Officer, or Staff person for good and sufficient cause at a regular or special meeting by majority vote if a quorum is present.

Section IV.06 MEETINGS 

A. The Board of Directors shall meet every other month on such day, time and place as designated by the President, with the approval of the Board of Directors for the purpose of conducting business of the Organization. 

B. A minimum of three (3) voting members of the Board of Directors shall constitute a quorum necessary for the transaction of any business of the Organization. 

C. Except as provided by these Bylaws, a majority of the votes cast in which a quorum is present shall decide any business before the Board. The President shall not have a vote in any meeting of the Board of Directors, except that the President has a vote only in the case of a tie vote among the other members of the Board of Directors. 

D. Special meetings of the Board of Directors may be held at any time upon the call of the President or any two (2) members of the Board of Directors, providing that notice is given to all members of the Board of Directors at least forty-eight (48) hours prior to such meeting. 

E. Board of Directors meetings shall be informal in nature. The presiding officer shall allow discussion of any matter brought to the attention of the Board of Directors by any member of the Board of Directors. Any matter may be brought to vote by request of any member of the Board of Directors. 

Section IV.07 DUTIES OF THE EXECUTIVE BOARD OF DIRECTORS 

A. To abide by the Bylaws of the Organization.

B. To properly notify the eligible players, and their parents or legal guardian of registration dates. 

C. Approve the expenditure of all monies of the Organization. 

D. Establish registration and sponsorship fees. 

E. Have the power to discharge any coach or assistant coach or player upon the majority of the vote cast by the members of the Board of Directors.

Section IV.08 DUTIES OF THE OFFICERS (i.e., Executive Directors)

A. PRESIDENT

1. Shall preside at all meetings of the Organization and of the Board of Directors. 

2. Shall be the chief executive officer of the Organization. 

3. Shall have, subject to the control of the Board of Directors, general supervision of the affairs of the Organization. 

4. Shall appoint a member to fill a vacancy on the Board of Directors, subject to approval of first, the Board of Directors. 

B. VICE PRESIDENT

1. Shall perform the duties of the President in the absence of the President. 

2. Assist the President in Organization affairs. 

3. Support Board members as needed. 

4. Regularly attend board meetings.

C. SECRETARY

1. Record board meeting minutes.

2. Record and organize player registration information.

3. Create team binders with medical and liability releases for all players.

4. Support Board members as needed.

5. Regularly attend board meetings.

D. TREASURER

1. Shall receive and deposit to the account of the Organization all funds paid to the Organization in an account approved by the Board of Directors. 

2. Shall maintain the books of account for the Organization in good order for examination by the Board. 

3. Shall submit a written and current financial statement at each Organization meeting. 

4. Shall be responsible for the timely filing of all financial reports required by law, including but not limited to, Federal and State Income tax returns, if necessary. 

5. Term of office is limited to 2 consecutive years or as decided by the BOD to the benefit of the Organization.

6. Regularly attend board meetings.

E. COACHES REPRESENTATIVE

1. Shall maintain, purchase, and distribute team equipment.

2. Is the point of contact/liaison between coaches and the board of directors.

3. Regularly attend board meetings.

F. COMMUNICATIONS OFFICER

1. Be the point person for player/parent/coach communication.

2. Update and coordinate schedules and events with the VP for website updates.

3. Create advertisements and flyers as needed for events.

4. Regularly attend board meetings.

Section IV.09 DUTIES OF THE DIRECTORS (Non-voting members)

A. DIRECTOR OF SUNWEST AMERICAN LEGION BASEBALL

1. Organize and oversee SunWest Legion Programs.

2. Reserve fields for use by SunWest Legion Programs

3. Make up team rosters for SunWest Legion Program

4. Support Board members as needed.

5. Regularly attend board meetings.

B. DIRECTOR OF SUNWEST SOFTBALL

1. Organize and oversee SunWest Softball Programs.

2. Reserve fields for use by SunWest Softball Programs.

3. Make up team rosters for SunWest Softball Programs.

4. Support Board members as needed.

5. Regularly attend board meetings.

C. DIRECTOR OF SUNWEST SOCCER

1. Organize and oversee SunWest Soccer Programs.

2. Reserve fields for use by SunWest Soccer Programs.

3. Make up team rosters for SunWest Soccer Programs.

4. Support Board members as needed.

5. Regularly attend board meetings.

E. DIRECTOR OF SUNWEST YOUTH BASEBALL

1. Organize and oversee SunWest Youth Baseball Programs.

2. Reserve fields for use by SunWest Youth Programs.

3. Make up team rosters for SunWest Youth Baseball Programs.

4. Support Board members as needed.

5. Regularly attend board meetings.

Section IV.10 DUTIES OF THE ASSISTANT DIRECTORS (Non-voting members)

A. ASSISTANT DIRECTOR OF SUNWEST AMERICAN LEGION BASEBALL

1. Provide support to Director of SunWest American Legion Program

2. Attend board meetings in place of the Director of Legion if necessary.

B. ASSISTANT DIRECTOR OF SUNWEST SOFTBALL

1. Provide support to Director of SunWest Softball Program

2. Attend board meetings in place of the Director of Softball if necessary.

C. ASSISTANT DIRECTOR OF SUNWEST YOUTH BASEBALL

1. Provide support to Director of SunWest Youth Baseball Program

2. Attend board meetings in place of the Director of Youth Baseball if necessary.

Article V. AMENDMENT TO BYLAWS 

Section V.01 SUBMITTING AMENDMENTS 

Any member of the Organization may propose amendment(s) to these Bylaws by presenting such proposal(s) to the membership in writing at any regular or special meeting of the Organization 

Section V.02 ADOPTION OF AMENDMENTS 

These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted as follows: 

A. The proposed amendment(s) shall be discussed during the meeting in which such proposed amendment(s) were submitted 

B. At the next regular or special meeting of the Organization, provided that the purpose of such a special meeting is to approve or disapprove such proposed amendment(s), such proposed amendment(s) shall be voted on by the Board

Article VI. METHOD OF DISSOLUTION OF Organization 

Section VI.01 METHOD OF DISSOLUTION 

Voluntary dissolution of the Organization shall be accomplished by the affirmative vote of a three-fourths majority of the Board of Directors, in a meeting of the Organization. No member of the Organization shall be entitled to or have any interest in the assets of the Organization or any right to share in the distribution thereof.