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Constitution
DELTA LITTLE LEAGUE OF STOCKTON, INC.
CONSTITUTION LEAGUE ID # 0405-08-24
Approved by Little League International
May, 2005
ARTICLE I - NAME
This organization shall be known as DELTA LITTLE LEAGUE OF STOCKTON, INC., hereinafter referred to as “local league”.
ARTICLE II - OBJECTIVE
Section 1 - The objective of the Local League shall be to implant firmly in the children of the community, the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so that they may be well-adjusted, stronger, happier children and grow to be good, decent, healthy and trustworthy citizens.
Section 2 - To achieve this objective, the local league will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated. 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 501(c)(3) of the Federal Internal Revenue Code, DELTA LITTLE LEAGUE OF STOCKTON, INC., shall operate exclusively as a nonprofit educational organization, providing a supervised program of competitive baseball and (when desired) softball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual. No substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III - MEMBERSHIP
Section 1 - Eligibility: Any person sincerely interested in active participation to effect the objective of this Local League may apply to become a member.
Section 2 - Classes. There shall be the following classes of members:
(a) Player Members: Any player candidate meeting the requirements of Little League Regulation IV and who resides within the authorized boundaries of the Local League shall be eligible to compete for participation, but shall have no rights, duties or obligations in the management or in the property of the Local League.
(b) Regular Members: Any person actively interested in furthering the objectives of the Local League may become a regular member upon elections as hereinafter provided. Regular Members shall be issued a card numbered in sequential order annually (as adopted by the sitting board). The secretary shall maintain the role of membership to qualify voting members. Only regular members in good standing are eligible to vote at the annual meeting. All Officers, Board Members, Committee Members, Managers, Volunteer Umpires and other elected or appointed officials must be active Regular Members in good standing.
(c) Honorary Members: Any person may be elected as an 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 or obligations in the management or in the property of the Local League.
(d) Sustaining Members: Any person not a Regular Member who makes financial or other contribution(s) to the Local League may, by a majority vote of the Board of Directors, become a Sustaining member, but such person shall have no rights, duties or obligations in the management or in the property of the Local League.
(e) As used hereinafter the word “Member” shall mean a Regular Member(s) unless otherwise stated.
Section 3 - Other Affiliations
(a) Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the Local League.
(b) Regular Members shall not be actively engaged in the promotion and/or operation of any other baseball/softball (latter if offered by the Local League) program in that challenges or takes away in whole or in part from the Local League.
Section 4 - Suspension or Termination
(a) Membership may be terminated by resignation or action of the Board of Directors.
(b) The Board of Directors, by a two-thirds vote of those present at any duly constituted meeting, shall have the authority to discipline, 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 Local League and/or Little League Baseball.
The Member involved shall be notified (verbally or in writing) not less than seventy-two hours before such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
- The Board of Directors shall, in case of Player Member, give written notice to the manager of the team of which the player is a member, and the Player Member’s parents (verbally or in writing) not less than ninety-six hours before such meeting. Said manager and/or parent(s) shall appear, in the capacity of an advisor, with the player before a duly appointed committee of the Board of Directors, which shall have full power to suspend or revoke such player’s right to future participation.
The Player Agent of the Local League must be present at said meeting.
ARTICLE IV - DUES
Section 1 -Dues for the Regular Members may be fixed at such amounts as the Board of Directors shall determine prior to the beginning of any membership period. Payment of dues at the commencement of the League year/members affiliation date yields a voice at open meetings and a vote at the annual meeting of the Local League.
Section 2 -A reasonable Little League participation fee may be assessed as a parents obligation to assure the operation continuity of the Local League. Although it is recommended that no fee be collected, a reasonable fee per player may be assessed by the Board if deemed necessary. At no time should payment of any fee be a prerequisite for participation in the Little League Baseball program. (Little League Regulation XIII(c)).
ARTICLE V - MEETINGS
Section 1 - Annual Meeting
The annual meeting of the members of the Local League shall be held on or before the 15th of September of each year for the purpose of electing a Board of Directors and Members receiving reports. After the Board of Directors is elected, the Board shall meet immediately following the adjournment of the annual meeting to elect the officers.
Section 2 - Notice of Meeting:
The notice of each meeting of the members shall be mailed or otherwise delivered to each member at last recorded address at least ten (10) days in advance thereof setting forth the place, time and purpose of the meeting; or in lieu thereof, notice may be given in such form as may be authorized by the Members (either verbal, written or Internet form) or at a regularly convened meeting.
Section 3 - Special Meetings:
Special Meetings of the Members may be called by a quorum of five (5) Regular Members of the Board of Directors or by the Secretary or President at their discretion. Upon the written request of a quorum of five (5) Members of the Board of Directors 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 discussed or transacted at any special meeting of the Members.
Section 4 - Quorum:
The presence in person of not less than five (5) Members of the elected/appointed Board of Directors shall be necessary to constitute a quorum for the conducting of business at any regular, special, or annual meeting.
Section 5 - Voting
Only Regular Members shall be entitled to vote at any meeting of the Local League.
Section 6 – Absentee Ballots
For the expressed purpose of accommodating a Regular Member in good standing who cannot be in attendance at the Annual Meeting, or any General Membership Meeting at which new Board members will be elected, an absentee ballot may be requested and obtained from the Secretary of the League. The absentee ballot shall be properly completed, signed and returned in a sealed envelope to the Secretary prior to the date of the election. The Secretary shall present all absentee ballots to the Election Chairman (appointed at the meeting) on the date of the meeting, prior to the voting portion of the election process.
Section 7 - Rules of Order
Roberts Rules of Order shall govern the proceedings of all meetings, except where same conflicts with the Constitution of the Local League.
ARTICLE VI - BOARD OF DIRECTORS
Section 1 - Board and Number:
The management of the property and affairs of the Local League shall be vested in the Board of Directors. The number of Directors shall not be less than seven (7) nor more than sixteen (16). The Directors shall upon election immediately enter upon the performance of their duties, and shall continue in office until their successors shall have been duly elected and qualified. The Board of Directors does not possess the right to resign the Local League from its affiliation with
Little League Baseball without said resignation being presented to a two-thirds majority vote of the entire participating membership of the Local League.
Section 2 - Required members
The Board membership shall include the Officers, including the Player Agent, and a minimum of one manager and one volunteer umpire. Only volunteer umpires may be elected to the Board. The number of managers including minor league and T-Ball representation elected to the Board may not exceed a minority of the total board members (as outlined in the Rules and Regulations of Little League Baseball).
Section 3 - 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 (if different from the number outlined in this Constitution), and shall elect such number of Directors. The number so fixed may, within the limits prescribed by the foregoing Section 1, be increased at any regular or special meeting of the Members, and if the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent meeting. All election of Directors shall be by majority vote of all Members present or represented by proxy at the time of the meeting.
Section 4 - Vacancies
If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular meeting or at any special meeting called for that purpose. In the advent that a vacancy posses a threat to the smooth operation of the Local League in an of itself the Executive Board by a majority vote may appoint a director to fill said vacancy and reserve a sustaining vote by the Board of Directors for such time as a meeting may be called for that purpose.
Section 5 - Meetings, Notice and Quorum
Regular meetings of the Board of Directors shall be held immediately following the annual election and on such days thereafter as shall be determined by the Board. The President may, whenever he/she deems it advisable, and the Secretary shall, at the request in writing of five (5) Directors, issue a call for a special meeting of the Board. Notice of each meeting shall be given by the Secretary to each Director either by mail or at least three (3) days before the time appointed for the meeting to the last recorded address of each Director, or by telephone, telegraphic, Internet delivery or personal notice twenty-four (24) hours preceding the meeting.
In the case of special meetings, such notice shall include the purpose of the meeting, and no matters not so stated may be discussed or acted upon at said meeting.
Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.
Section 6 - Duties and Power:
The Board of Directors shall have the power to appoint such standing committees as it shall determine and to delegate such power to them as the Board shall deem advisable and which it may properly delegate.
The Board may adopt such rules and regulations for the conduct of its meetings and the management of the Local League as it may deem proper.
The Board shall have the power by a two-thirds vote of those present at any regular or special meeting to discipline, suspend or remove any Director, Officer or Committee member of the Local League in accordance with the procedure set forth in Article III, Section 4(a).
The Board shall receive at the annual meeting of the Members of the Local League 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 it, 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 day, 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 Local League during such year, which report shall be filed with the records of the Local 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 Little League Headquarters.
ARTICLE VII - EXECUTIVE COMMITTEE
Section 1 - The Board of Directors shall appoint an Executive Committee which shall consist of the President, one Vice President, the Player Agent, Secretary, and Treasurer.
Section 2 - The Executive Committee
The Executive Committee shall advise with and assist the Officers of the Local 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.
Section 3 -At any meeting of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting which there is a quorum shall be the act of the Committee.
ARTICLE VIII - OTHER COMMITTEES
Section 1 - Nominating Committee
The Board of Directors may appoint a Nominating Committee consisting of three (3) Directors and other appointed Regular Members.
The Committee shall investigate and consider eligible candidates and submit at the annual meeting a slate of candidates for the Board of Directors.
The Committee shall also submit for consideration by the Board of Directors a slate of Officers and Committee Members.
Section 2 - Membership Committee
The Board of Directors may appoint a Membership Committee consisting of three (3) Directors and other appointed Regular Members.
The Committee shall receive the names of the prospective Honorary, Sustaining and Regular Members, investigate for eligibility and recommend those qualified for election at the annual or any special meeting of the Members or of the Board of Directors as the case may be.
Section 3 - Finance Committee
The Board of Directors may appoint a Finance Committee consisting of not less than three (3) nor more than five (5) Directors.
The Treasurer shall be an ex-officio member of the Committee.
The Committee shall investigate ways and means of financing the Local League including team sponsorships and submit recommendations.
It shall be responsible for taking up collections at games, if such collections are authorized by the Local League and shall turn over said collections to the Treasurer (or the Treasurer’s appointed representative that has been approved by the board) immediately after each game.
Section 4 - Booster Organization
In the advent that a Boosters Organization or Club is established, said Organization must run separately from the Local League. All contributions by said Organization and communication from the same with the Local League must be through the Finance Committee.
Section 5 - Building and Property Committee
The Board of Directors may appoint a Building and Property Committee consisting of three Directors and other appointed Regular Members.
The Committee shall investigate and recommend available suitable sites and plans for development, including ways and means, the latter in cooperation with the Finance Committee.
It shall be responsible for repair and improvement recommendations other than normal maintenance, and supervise the performance of approved projects.
Section 6 - Grounds Committee
The Board of Directors may appoint a Grounds Committee which shall be responsible for the care and maintenance of the playing field(s), building(s) and grounds. It shall operate within the amount appropriated in the approved budget for that purpose. The Fields Manager shall chair this committee (if one is elected/appointed to the Board of Directors).
Section 7 - Playing Equipment Committee
The Board of Directors may appoint a Playing Equipment Committee which shall secure bids on needed supplies and equipment and make recommendations for that purpose to the Board.
The Committee shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning, collection and storage thereof at the close of the season. The Equipment Manager shall chair this committee (if one is elected/appointed to the Board of Directors).
Section 8 - Manager Selection Committee
The Board of Directors shall appoint a Manager Selection Committee consisting of seven (7) Directors. These seven Directors shall be the 1) President 2) one Vice-President 3) Umpire-in-Chief 4) Major Division Administrator 5) Minor - A Division Administrator 6) Minor - B Division Administrator and 7) T-Ball Division Administrator. The Committee shall interview and investigate prospective managers and coaches, including those for the Major, Minor and T-Ball teams and recommend acceptable candidates to the President for approval by the Board of Directors. In the event that a member of this Committee is being considered for a position as a manager or coach that individual may not provide input as a member of the Committee regarding their own candidacy or that of other candidates in the division that said Committee Member declares intention to manage or coach in.
It shall, during the playing season, observe the conduct of the managers and coaches and report its findings to the President of the Local League.
It shall, at the request of the President or Board of Directors, investigate complaints concerning managers and coaches and make a report thereof to the President or Board of Directors as the case may be.
The President remains solely responsible after the Selection Committee process for the final appointment and replacement of all managers or coaches during the regular or post season subject to approval by the Board of Directors.
Section 9 - Umpire Committee
The Board of Directors may appoint an Umpire Committee consisting of three Directors and other appointed Regular Members. The Local League President shall be chairperson of any such Committee.
The Committee shall recruit, interview and recommend to the Board for appointment a staff of umpires/replacements.
When appointed, the staff of umpires shall be under the personal direction and responsibility of the Local League President, assisted by the Umpire-in-Chief whom shall train the umpiring staff, observe and schedule the staff.
Section 10 - District Committee
The Board of Directors shall appoint a District Committee consisting of the Local League President as chairperson and two other Directors, who at the discretion of the Local League President may join said President in any and all activities required by the District of the President.
The Committee may assist the District Administrator in inter-league functions including the selection of members of the District Administrator’s Advisory Committee and the selection of tournament sites and area tournament directors.
Section 11 - Auxiliary Committee
The Board of Directors may appoint an Auxiliary Committee consisting of the Local League Treasurer and two other Directors and other appointed regular Members. The Committee shall coordinate the activities of the Auxiliary.
It shall review and evaluate auxiliary projects for raising money and disposition of profits, and make recommendations to the Board.
The Board of Directors shall approve in advance all projects and actions of the Auxiliary.
Booster Organization’s or Clubs must comply as set forth in Article VIII, Section 4 of this Constitution.
Section 12 - Auditing Committee
The Board of Directors shall appoint an Auditing Committee consisting of three Directors. The President, Treasurer or signatories of checks are not eligible to serve on said Committee. The Committee will review the Local League’s books and records annually prior to the Annual Meeting and attach a statement of their findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors secure the services of a Certified Public Accountant to accomplish such review.
ARTICLE IX - OFFICERS, DUTIES AND POWERS
Section 1 - Election
Immediately following the annual meeting, the Directors present, provided there be a quorum, shall meet for the purpose to electing officers and appointing committees for the ensuring year.
Section 2 - Officers
The Officers of the Local League shall consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer and a Player Agent or Agents, Safety Officer, League Information Officer, Coaching Coordinator, all of whom shall hold office for the Ensuing year or until their successors are duly elected (Regulation b).
Section 3 Appointed Officials
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 and may fill any vacancy which may occur in any office. Appointed officers or agents shall have no vote on actions taken by the Board of Directors unless such individuals have been elected to the Board by the membership or have been elected to fill a vacancy on the Board.
Section 4 - President
The President shall
(a) Conduct the affairs of the Local League and execute the policies established by the Board of Directors.
(b) Present a report of the condition of the Local League at the annual meeting.
(c) Communicate to the Board of Directors such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the Local League.
(d) Be responsible for the conduct of the Local League in strict conformity to the policies, principles, Rules and Regulations of Little League Baseball, Incorporated, as agreed to under the conditions of the charter issued the Local League by that organization.
(e) Designate in writing, other officers when necessary, to have power to make and execute for and in the name of the Local League such contracts and leases as may have received prior approval of the Board.
(f) Investigate complaints, irregularities and conditions detrimental to the Local League and report thereon to the Board or Executive Committee as circumstances warrant.
(g) Prepare and submit an annual budget to the Board of Directors and be responsible for the proper execution thereof.
(h) With the assistance of the Player Agent, examine the application and supporting documentation of age of every player candidate and certify to residence and age eligibility before the player may be accepted for try-outs and selection.
(i) Notify Members, Directors, Officers and committee members of their election or appointment.
Section 5 - Vice-President
In case of the absence or disability of the President, and provided he or she is authorized by the President or the Board so to act, the Vice-President shall perform the duties of the President, and when so acting shall have all the powers of that office, and shall have such other duties as from time to time may be assigned by the Board of Directors or by the President.
Section 6 - Secretary
The Secretary shall
(a) Be responsible for recording the activities of the Local League and maintain appropriate files, mailing lists and necessary records.
(b) Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the Office of Secretary or may be assigned by the Board of Directors.
(c) Maintain a list of all Regular, Sustaining and Honorary Members, Directors and Committee Members and give notice of all meetings of the Local League, the Board of Directors and Committees.
(d) Keep the minutes of the meetings of the Members, the Board of Directors and the Executive Committee, and cause them to be recorded in a book kept for that purpose.
(e) Shall conduct all correspondence not otherwise specifically delegated in connection with said meetings and shall be responsible for carrying out all orders, votes, and resolutions not otherwise committed.
Section 7 - Treasurer
The Treasurer shall
(a) Perform such duties as are herein specifically set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Board of Directors.
(b) Keep records for the receipt and disbursement of all monies and securities of the Local League, approve all payments from allocated funds and draw checks therefore. Two (2) signatures minimum shall be required for all disbursements from allocate funds. All disbursements must originate in the form of a correctly executed check.
(c) Prepare an annual budget under the direction of the President, for submission to the Board of Directors as the annual meeting.
(d) Prepare an annual financial report, under the direction of the President, for submission to the Board of Directors at the annual meeting.
Section 8 - Player Agent
The Player Agent shall
(a) Record all player transactions and maintain an accurate and up-to-date record thereof.
(b) Receive and review applications for player candidates and assist the President in checking residence and age eligibility.
(c) Conduct the player draft and all other player transactions or selection meetings.
(d) Prepare the Player Agent’s List.
(e) Prepare for the President’s signature and submission to Little League Headquarters, team rosters, including players’ claimed, and the tournament team eligibility affidavit.
(f) Notify Little League Headquarters of any subsequent player replacements or trades.
(g) Randomly collect and review Major and Minor division scorebooks, and verify proper playing time of six (6) defensive outs and one (1) at bat per eligible player per game to insure adherence to the mandatory play rule as outlined in the Little League Rules and Regulations book (Minor League may be amended for more playing time but less than as outlined by Little League Rules and Regulations is not allowed). No written warning shall be issued with regard to playing time or pitching violation(s) without the Manager in question being given the opportunity to first discuss said discrepancies with the Player Agent.
(h) Conduct annual tryouts.
Section 9 – Safety Officer
The Safety Officer Shall
(a) Be responsible to create awareness, through education and information, of the opportunities to provide a safer environment for youngsters and all participants of Little League Baseball.
(b) Develop and implement a plan for increasing safety of activities, equipment and facilities through education, compliance and reporting.
NOTE : In order to implement a safety plan using education, compliance and reporting, the following suggestions may be utilized by the Safety Officer:
- Education – Should facilitate meetings and distribute information among participants including players, managers, coaches, umpires, league officials, parents, guardians and other volunteers.
- Compliance – Should promote safety compliance leadership by increasing awareness of the safety opportunities that arise from these responsibilities.
- Reporting – Define a process to assure that incidents are recorded, information is sent to league/district and national offices, and follow-up information on medical and other details forwarded as available.
Section 10 – League Information Officer
The League Information Officer Shall
Manage the league’s official home page on myteam.com and/or any other league web site.
- Manage the online registration process and ensure that league rosters are maintained on the site;
- Assign administrative rights to league volunteers an teams;
- Ensure that league news and scores are updated on a regular basis;
- Collect, post and distribute important information on League activities including direct dissemination of fund-raising and sponsor activities to Little League Baseball, district, public, league members and media;
- Serve as primary contact person for Little League and myteam.com regarding optimizing use of the Internet for league administration and for distributing information to league members and to Little League Baseball.
Section 11 – Coaching Coordinator
The Coaching Coordinator Shall
Represent coaches/managers in the league;
- Present a coach/manager training budget to the board;
- Gain the support and funds necessary to implement a league-wide training program;
- Order and distribute training materials to players, coaches and managers;
- Coordinate mini-clinics as necessary;
- Serve as the contact person for Little League and its manager-coach education program for the league.
ARTICLE X - AFFILIATION
Section 1 - Charter: The Local League shall annually apply for a charter from Little League Baseball, Incorporated, and shall do all things necessary to obtain and maintain such charter.
The Local League shall devote its entire energies to the activities authorized by such charter and it shall not be affiliated with any other program or organization or operate any other program, or be linked in any way to any other program or organization.
Section 2 - Rules and Regulations: The Official Playing Rules and Regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on this Local League.
Section 3 - Local League Rules: The local rules of this Local League shall be adopted by the Board of Directors at a meeting to be held not less than one month previous to the first scheduled game of the season, but shall in no way conflict with the Rules and Regulations of Little League Baseball.
Section 4 - No member of the Board of Directors during his/her elected or appointed service may sit on the board or hold a staff position of another competitive organization or program.
ARTICLE XI - FINANCIAL AND ACCOUNTING
Section 1 - The Board of Directors shall decide all matters pertaining to the finances of the Local League and it shall place all income, including Auxiliary funds, in a common league treasury, directing the expenditure of same in such a manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 2 - The Board shall not permit the contribution of funds or property to individual teams, but shall solicit same for the common treasurer of the Local League, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the Local League.
Section 3 - The Board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds to raised be placed in the Local League treasury.
Section 4 - The Board shall not permit the disbursement of Local League funds for other than the conduct of Little League activities in accordance with the rules and policies of Little League Baseball, Incorporated.
Section 5 - No Director, Officer or Member of the Local League shall receive, directly or indirectly any salary, compensation or emoluments from the Local League for services rendered as a Director, Officer or Member. This includes the compensation of volunteer umpires.
Section 6 - All monies received, including Auxiliary funds shall be deposited to the credit of the Local League at, Bank of The West, corner of Pacific Ave. and Thornton Rd. as approved by the board, and all disbursements shall be made by check. All checks shall be signed by the Local League Treasurer and such other officer or officers of person or persons as the Board of Directors shall determine.
Section 7 - The fiscal year of the Local League shall begin on the first day of October and shall end of the last day of September.
Section 8 - Distribution of Property upon Dissolution: Upon dissolution of the Local League and after all outstanding debts and claims have been satisfied, the members shall distribute the property of the Local League to such other organizations(s) maintaining an objective similar to that set forth herein, which are or may be entitled to exemption under Section 501(c)(3) of the Internal Revenue code and any further corresponding provision.
ARTICLE XII - AMENDMENTS
This constitution may be amended, repealed or altered in whole or in 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 a meeting.
Draft of all proposed amendments shall then be submitted to Little League Baseball Incorporated for approval, prior to their institution.
ARTICLE XIII - INDEMNIFICATION
Section 1 - Right to indemnity: To the fullest extent permitted by law, this corporation shall indemnify its directors, officers, employees, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any “proceeding” as that term is used in that section, and including an action by the person is or was a person described in that section. “Expenses”, as used in this constitution/by-law, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
Section 2 - Approval of Indemnity: On written request to the board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the board shall promptly determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set in Section 5238(b) or Section 5238(c) has been met and, if so, the board shall authorize indemnification. If the board cannot authorize indemnification because the number of directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of directors who are not parties to that proceeding, the board shall promptly call a meeting of members. At that meeting, the members shall determine under Section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in Section 5238(b) or Section 5238(c) has been met, and if so, the members present at the meeting in person or by proxy shall authorize indemnification.
Section 3 - Advancement of Expenses: To the fullest extent permitted by law and except as otherwise determined by the board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 above of this constitution in defending any proceeding covered by those sections shall be advanced by the corporation before final disposition of the proceeding, on receipt by the corporation of an undertaking by or on behalf of that person that the advance will be repaid unless it is ultimately determined that the person is entitled to be indemnified by the corporation for those expenses.
Section 4 - Insurance: The corporation shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer’s, director’s, employee’s, or agent’s status as such.
CERTIFICATE OF PRESIDENT & EXECUTIVE BOARD
I certify that I am the duly elected and acting President, along with elected Executive Board Members, of DELTA LITTLE LEAGUE OF STOCKTON, INC., a California nonprofit public benefit corporation, having been commissioned by the Board of Directors regarding the preparation of this constitution and that same constitution consisting of 19 pages is the constitution of this corporation as adopted by the Board of Directors on April 2, 2005 and that they have not been amended or modified since that date.
Executed on April 2, 2005 at Stockton, California.
Signed copy on file with several past and current Board Members, President, Secratery, Player Agent, District 8, Little League International and a copy kept in or around the snack bar.
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Joe Sullivan
2004-2005 President
DELTA LITTLE LEAGUE OF STOCKTON, INC.
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Debbie Bonilla
2005 Vice President
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Ed Thomas
2004-2005 Treasure
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Lori Unger
2005 Secratery
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Francesca Chavez
2005 Player Agent
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