Bartow Dixie Baseball, Inc.
Bartow, Florida
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Bartow Dixie Baseball, Inc.
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BYLAWS OF BARTOW DIXIE BASEBALL, INC., a Florida corporation not-for-profit 1. GENERAL 1.1. Identity These are the Bylaws of BARTOW DIXIE BASEBALL, INC., ("BDB"), a corporation not-for-profit formed under the laws of the State of Florida. BDB has been organized for the purposes stated in the Articles of Incorporation (the "Articles"). BDB shall have all of the powers provided in these Bylaws and the Articles (collectively, the "Governing Documents"), and any other statute or law of the State of Florida or any other power incident to any of the above powers. 1.2. Principal Office The principal office of BDB shall be at such place as the Board may determine from time to time. 1.3. Fiscal Year The fiscal year of BDB shall be the calendar year. 1.4. Seal The seal of BDB shall have inscribed upon it "BDB," the year of its incorporation and the words "Corporation Not-For-Profit." The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or otherwise reproduced upon any instrument or document executed in the name of BDB. 1.5. Inspection of Books and Records The records of BDB shall be open to inspection by any board member of BDB, upon request during normal business hours or under other reasonable circumstances. The records of BDB shall include current copies of the Articles, the Bylaws, any Rules and Regulations of BDB, any contracts entered into by BDB, and the books, records and financial statements of BDB. 1.6. Definitions Unless the context otherwise requires, all terms used in these Bylaws shall have the same meaning as are attributed to them in the Articles. 2. BOARD 2.1. Number of Members of the Board The number of members of the Board shall fluctuate with the resignation and addition of new members. 2.1.1. The affairs of BDB shall be managed by the Board comprising not less than four (4) nor more than thirty (30) members. 2.1.2. In no event shall there be less than four (4) members of the Board. 2.2. Election of Members of the Board Election of members of the Board shall be conducted in the following manner: nomination of a new member and vote upon the nominee having been seconded. 2.3. Regular Meetings Regular meetings of the Board may be held at such time and place as shall be determined, from time to time, by the Officers of the members of the Board. 2.4. Special Meetings Special meetings of the Board may be called by any member of the Board, or by the president if not otherwise a member of the Board, at any time. 2.5. Board Action Without a Meeting Any action required to be taken at a meeting of the members of the Board, or any action which may be taken at a meeting of the members of the Board, may be taken without a meeting if a consent in writing setting forth the action so to be taken is signed by all members of the Board and is filed in the minutes of the proceedings of the Board. Such consent shall have the same effect as a unanimous vote. 2.6. Notice of Meetings Notice of meetings of the Board shall be given by the secretary, or by any other officer or member of the Board, stating the day, location and time of the meeting. Notice of such meeting shall be delivered to each member of the Board either personally or by telephone or telegraph, at least twenty-four (24) hours before the time at which such meeting is to be held, or by first-class mail, postage prepaid, at least three (3) days before the day on which such meeting is to be held. Notice of a meeting of the Board need not be given to any member of the Board who signs a waiver of notice either before or after the meeting. Attendance of a member of the Board at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place, time or the manner in which the meeting has been called or convened, except when a member of the Board states, at the beginning of the meeting, an objection to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in any notice or waiver of notice of such meeting. 2.7. Attendance at Board Meetings All meetings of the Board shall be open to all of its members. A member of the Board may appear at a board meeting by telephone conference, but in that event a telephone speaker shall be attached so that any discussion may be heard by the member of the Board and any members present as in an open meeting. 2.8. Quorum and Manner of Acting A majority of the Board shall constitute a quorum for the transaction of any business at a meeting of the Board. The act of the majority of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number of members of the Board is required by statute or the Governing Documents. 2.9. Adjourned Meetings A majority of the members of the Board present at a meeting, whether or not a quorum exists, may adjourn any meeting of the Board to another location and time. Notice of any such adjourned meeting shall be given to the members of the Board who are not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other members of the Board. Any business that might have been transacted at the meeting as originally called may be transacted at any adjourned meeting without further notice. 2.10. Presiding Officer The presiding officer of the meetings of the Board shall be the President of the Board if such an officer is elected. If none, the president of BDB shall preside if the president is a member of the Board. In the absence of the presiding officer, the members of the Board shall designate one of their members to preside. 2.11. Minutes of Meetings The minutes of all meetings of the Board shall be kept in a book available for inspection by members of the Board. 2.12. Committees The Board may by resolution appoint committees. Any committee may exercise such powers, duties, and functions as may be determined by the Board which may include any powers which may be exercised by the Board. 2.13. Resignation Any member of the Board may resign at any time by giving written notice of his or her resignation to the secretary. Any resignation shall take effect at the time specified therein or, if the time when such resignation is to become effective is not specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. 2.14. Removal of Members of the Board Members of the board may be removed as follows: A member who commits an egregious law violation or egregiously violates the rules of Dixie Youth Baseball may be removed by a majority vote of the full Board. If a member has two (2) "unexcused" absences consecutively from Board meetings and/or adjournments and continuances of such meetings, or a total of four "unexcused" in a year, that member may be removed by a majority vote of the full board. An excused absence is noted by a phone call or email to any board member. 2.15. Vacancies Vacancies on the Board may be filled by a majority vote of the members of the Board then in office, though less than a quorum, or by a sole remaining member of the Board. If there are no members of the Board in office, then a special election meeting of the members shall be called to elect the members of the Board to fill the vacancies. 2.16. Compensation The Board shall not be entitled to any compensation. 2.17. Powers and Duties The Board shall have the right to exercise all of the powers and duties of BDB, express or implied, existing under these Bylaws and the Articles, or as otherwise provided by statute or law. Such powers and duties of the Board shall include without limitation (except as limited elsewhere herein), the following: 1. The Board shall determine the expenses required for the operation of BDB. 2. Maintaining bank accounts on behalf of BDB and designating signatories required thereof. 3. Obtaining and reviewing insurance for property used and/or maintained by BDB. 4. The making of repairs, additions, and improvements to, or alterations of, property used and/or maintained by BDB. 5. Borrowing money on behalf of BDB. 6. Exercising all powers specifically set forth in the Governing Documents, Dixie Youth Baseball Rules and Regulations, and as otherwise provided by statute or law and all powers incidental thereto or implied therefrom. 7. Run, manage, facilitate the leagues of BDB in the spirit of Dixie Youth Baseball and all powers incidental thereto or implied therefrom. 3. TAXES AND INSURANCE 3.1. Taxes BDB shall pay all real and personal property taxes and assessments for any property owned or maintained by BDB as a common expense. 3.2. Insurance BDB may, in its discretion, purchase insurance as a common expense as follows: 3.2.1. Liability Insurance BDB may obtain comprehensive general liability insurance protecting BDB from claims for bodily injury, death or property damage providing for coverage of one million dollars ($1,000,000.00) for any single occurrence and five million dollars ($5,000,000.00) in the aggregate, or in such amounts as the Board, in its sole discretion, deems reasonable and necessary. If the Board is not able to obtain such insurance in the amounts stated, the Board shall obtain insurance in such lesser amounts as can be obtained. 3.2.3. Officers and Directors Insurance Officer and director liability insurance and liability insurance for members of committees and boards appointed by the Board, if available, and for members of BDB, if available, as shall be determined by the Board to be required or beneficial for the protection of the members of the Board, the officers of BDB, the members of committees and boards appointed by the Board, and the members of BDB. 3.2.5. Other Insurance Such other forms of insurance and coverages and in such amounts as the Board shall determine to be required or beneficial for the protection or preservation of the common areas and any improvements now or hereafter located thereon or in the best interests of BDB. 3.2.6. Cancellation Notice To the extent possible, all insurance purchased by BDB must include a provision requiring as much advance written notice as is possible to BDB before the insurance can be canceled or the coverage reduced for any reason. 3.2.7. Deductible Any deductible or exclusion under the policies shall be a common expense and shall be approved by the Board. 4. INDEMNIFICATION 4.1. Indemnification of Officers, Members of the Board or Agents BDB shall indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or contemplated action, suit or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member of the Board, employee, officer or agent of BDB, against expenses (including attorney’s fees and appellate attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of BDB, and, with respect to any criminal action or proceedings, if he or she had no reasonable cause to believe his or her conduct was unlawful; or matter as to which such person shall have been adjudged to be liable for gross negligence or willful misfeasance or malfeasance in performance of his or her duty to BDB unless and only to the extent that the court in which such action or suit was brought shall determine, upon application, that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. The termination of any action, suit or proceeding by judgment, order, settlement conviction, or upon a plea of nolo contendere or its equivalent, shall not, in and of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interest of BDB; and with respect to any criminal action or proceeding, that he or she had no reasonable cause to believe that his or her conduct was unlawful. 4.1.1. To the extent that a member of the Board, officer, employee or agent of BDB is entitled to indemnification by BDB in accordance with this Section 7, he or she shall be indemnified against expenses (including attorney’s fees and appellate attorney’s fees) actually and reasonably incurred by him in connection therewith. 4.1.2. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by BDB in advance of the final disposition of such action, suit or proceeding upon receipt of any undertaking by or on behalf of the member of the Board, officer, employee, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by BDB as authorized in this Article. 4.1.3. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the laws of the State of Florida, any Bylaw, agreement, or otherwise. As to action taken in an official capacity while holding office, the indemnification provided by this Article shall continue as to a person who has ceased to be a member of the Board, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 4.1.4. BDB shall have the power to purchase and maintain insurance on behalf of any person who is or was a member of the Board, officer, employee, or agent of BDB, or in or was serving at the request of BDB as a member of the Board, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, as arising out of his or her status as such, whether or not BDB would have the power to indemnify him against such liability under the provisions of this Article. 5. OFFICERS 5.1. Positions and Qualifications The officers of BDB shall include a president, a vice president, a treasurer, and a secretary, all of whom shall be elected by the Board and may be preemptively removed from office with or without cause by vote of BDB at any meeting by concurrence of a majority of the members of the Board. Any person may hold two or more offices except that the president shall not also be the secretary. The Board may, from time to time, elect such other officers and designate their powers and duties as the Board shall find to be appropriate to manage the affairs of BDB. Each officer shall hold office until his or her successor shall have been elected, qualified, or until his or her death, resignation or removal. 5.2. Resignation Any officer of BDB may resign at any time by giving written notice of his or her resignation to any member of the Board, the president or the secretary. Any resignation shall take effect at the time specified therein, or if there is no time specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make such resignation effective. 5.3. Vacancies A vacancy in any office, whether arising from death, resignation, removal or any other cause may be filled for the unexpired portion of the term of the office which shall be vacant in the manner prescribed in these Bylaws for the regular election or appointment of such office. 5.4. The President The president shall be the chief executive officer of BDB. He or she shall have all of the powers and duties which are usually vested in the office of the president of an association or corporation including, but not limited to, the power to appoint committees to assist in the conduct of the affairs of BDB. 5.5. The Vice President The vice president shall, in the absence or disability of the president, exercise the powers and perform the duties of the president. He or she shall also assist the president generally and exercise such other powers and perform such other duties as may be prescribed by the Board. 5.6. The Secretary The secretary shall be responsible for preparing and keeping the minutes of all proceedings of the Board. He or she shall be responsible for attending to the giving and serving of all notices required by law. He or she shall have custody of the seal of BDB and affix the same to instruments requiring a seal. He or she shall keep the records of BDB, except those of the treasurer, and shall perform or direct performance of all other duties incident to the office of secretary of BDB, and as may be required by the Board or the president. 5.7. The Treasurer The treasurer shall have custody of all property of BDB, including funds, securities, and evidences of the indebtedness. He or she shall oversee the keeping of books of account for BDB in accordance with good accounting practices, which, together with substantiating papers, shall be made available to the Board for examination at reasonable times. He or she shall cause a treasurer’s report to be submitted to the Board at reasonable intervals and shall perform or cause to be performed all other duties incident to the office of treasurer. He or she shall collect, or direct collection of, all assessments and shall report promptly to the Board the status of collections. 5.8. Compensation The officers of BDB shall not be entitled to compensation. This provision, nor any other provision that members of the Board will not be compensated shall preclude the Board from employing a member of the Board or an officer as an employee, of BDB and compensating such employee, nor shall they preclude BDB from contracting with a member of the Board for the management of the common areas or any portion thereof, or for the provision of services to BDB, including, but not limited to, engineering, architectural, planning, landscape planning, accounting or legal services, and in either such event to pay such member of the Board a reasonable fee for such management or provision for services. 6. FINANCES AND ASSESSMENTS 6.1. Adoption of the Budget. 6.1.1. By November 30th of each year, or as soon thereafter as is reasonably possible, the Board shall adopt a budget for the next fiscal year, necessary to defray the common expenses of BDB for such fiscal year as set out in the declaration. The common expenses of BDB shall include all expenses of any kind or nature whatsoever anticipated to be incurred, by BDB for the next fiscal year. In the event the Board fails to adopt an annual budget for any year, the prior year’s budget shall remain in effect until a new budget is adopted or the existing budget is amended or revised. 6.1.2. If, after the adoption of any budget, it shall appear that the adopted budget is insufficient to provide adequate funds to defray the common expenses of BDB for the fiscal year in which the adopted budget applies, the Board may adopt an amended budget to provide such funds. All of the above provisions shall apply to the adoption of an amended budget. 6.2. Depositories The funds of BDB shall be deposited in such banks and depositories as may be determined and approved by appropriate resolutions of the Board from time to time. Funds shall be withdrawn only upon checks and demands for money signed by such officers, members of the Board or other persons as may be designated by the Board. 6.3. Application of Payments and Commingling of Funds All sums collected by BDB from assessments may be commingled in a single fund or divided into more than one fund, as determined by the Board. Reserve funds shall be deposited in separate interest bearing accounts. 7. PARLIAMENTARY RULES Roberts’ Rules of Order (latest edition) shall govern the conduct of the meetings of members when not in conflict with the Governing Documents. 8. AMENDMENTS 8.1. Initiation A resolution to amend these Bylaws may be proposed by any member of the Board. 8.2. Notice Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered. 8.3. Adoption of Amendments A resolution for the adoption of the proposed amendment shall be adopted by a majority of votes of the entire Board. 9. MISCELLANEOUS 9.1. Tenses and Genders The use of any gender or of any tense in these Bylaws shall refer to all genders or to all tenses, wherever the context so requires. 9.2. Partial Invalidity Should any of the provisions hereof be void or become unenforceable at law or in equity, the remaining provisions shall, nevertheless, be and remain in full force and effect. 9.3. Conflicts In the event of any conflict, any applicable Florida statute, the Declaration, Articles and Bylaws, and the Rules and Regulations of BDB shall govern, in that order. 9.4. Captions Captions are inserted herein only as a matter of convenience and for reference and in no way are intended to and shall not define, limit or describe the scope of these Bylaws or the intent of any provisions hereof. 9.5. Waiver of Objections The failure of the Board or any officers of BDB to comply with any terms and provisions of the Governing Documents which relate to time limitations shall not, in and of itself, invalidate the act done or performed. Any such defect shall be waived if it is not objected to by a member within thirty (30) days after the member is notified or becomes aware of the defect. Furthermore, if such defect occurs at a general or special meeting, the defect shall be waived as to all members who received notice of the meeting and failed to object to such defect at the meeting. |
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