SECTION 1 – NAME

The name of this corporation:  “Westwood  Baseball Association Incorporated.” In this document it will be known as the “Association”

SECTION 2 – OBJECTIVE “Mission Statement”

This Association shall be to firmly implant in the children of the community the ideals of good sportsmanship, loyalty, courage, honesty, and respect, so that they may be finer, stronger, confident, happier children and that this positive seed will be left to take into their adulthood. At the same time the association will implement and teach the instructional and competitive game of what is known as “America’s Greatest Pastime” the game of baseball. It will do so through patient, humble, amicable, understanding, respectful, and reserved leadership via our coaches and parents.

ARTICLE 2

MEETINGS AND MEMBERSHIP OF THE ASSOCIATION

SECTION 1 – ANNUAL MEETING

The Annual Meeting of the Association shall be held in the month of October of every year. At this time the Association’s elections shall be held. This meeting shall be opened to the public. All residents of Westwood, New Jersey that are present shall vote for all seats up for election. See section six.

SECTION 2 – REGULAR MEETINGS

Regular meetings of the Board of Trustees shall be held monthly or whenever the Board of Trustees deems necessary. A specified date and time to be determined by the Board of Trustees. These meetings shall be opened to the public of Westwood, New Jersey who are considered the Association’s members.

SECTION 3 – SPECIAL MEETINGS

Special meetings of the Board of Trustees may be called at any time by the President or upon written request of not less than three members of the Board. Special meetings may not be opened to the public however; minutes of these meetings must be made or accessible to the public of Westwood, New Jersey.

SECTION 4 – NOTICE OF MEETINGS

Notice of all meetings shall be given at least five days prior to the date of such meeting to Board of Trustees of the Association and any member who requests to be notified.

SECTION 5 – QUORUM

A quorum shall consist of fifty percent of the members of the Board of Trustees plus one.  A majority of those present shall decide all questions. The President has authority to sequester all members to vote on an issue or issues without a meeting being in session. All members will have fourteen days to respond or they will be considered absent. All voting subjects must be documented and made accessible to the public of Westwood, New Jersey. 

 SECTION 6 – MEMBERSHIP

(A)               Regular membership in this Association shall be opened to any resident of the Borough of Westwood, State of New Jersey.  Membership of non-residents will be subject to the approval of the Board of Trustees.

(B)                Any adult residents of Westwood who are contributors to the Association shall be members thereof for the fiscal year in which their contributions are made.  A contributor shall be defined as one who donates time, effort or money for the good of the Association.

 (C)                A corporation, association, firm or other duly constituted body which contributes to this Association may designate a resident of the Borough of Westwood to represent such corporation, association, firm or other duly constituted body and such designated representative shall be a member of the association during the fiscal year in which such contribution is made. (Translation: Any non-resident whom wishes to become a member of Westwood Baseball must be put to vote for the Board of Trustees.)  Only a Westwood, New Jersey resident may put this issue to the floor for voting.

 (D)                Members shall be qualified to vote at the annual meeting in the election of the Board of Trustees and the transaction of such other business as may be presented at those meetings.  Each member shall be entitled at all times to one vote.

 SECTION 7 – ABSENCE FROM MEETINGS

Any member of the Board of the Trustees who shall be absent from three regular consecutive meetings, without adequate excuse, sent to the commissioner and who is not in the meantime rendering definite service to the Association, may be regarded as resigning from the Board, subject to the discretion of the Board of Trustees.  Notification of extended leave of absence shall be sent to the President

ARTICLE 3

BOARD OF TRUSTEES

SECTION 1 - MANAGEMENT

The management of the Association shall be vested in a Board of Trustees.  This Board shall consist of three members who shall be elected by the Association membership for two-year terms: they are the President, Secretary, Treasurer and Safety Officer. The Association will also consist of one honorary member (Past President) who can serve until resignation of this title or to be replaced by current President upon his resignation or whatever comes first.  Trustees membership who will be elected for one-year term will be a non-fixed number. A Trustee must have a valued league function and must include player agents and umpire-in-chief.

 SECTION 2 – ELECTIONS

(A)               At each annual meeting, trustees to fill the vacancies caused by the expiration of terms shall be elected for a term of one year and trustees to fill the vacancies other wise caused shall be elected to fill unexpired terms.

(B)                All Westwood, New Jersey residents will be canvassed for available seats, if only one candidate volunteers to take a seat on the Board, only a nay vote will be sequestered. If the nay votes are less than the number of potential voters in the room then that seat shall be filled. If two or more volunteers vie for one and the same seat then a written vote must be sought. See Section 2 Elections Letter C.  

(C)                The election of the Board of Trustees shall be by ballot at the annual meeting.  A majority of votes cast by those present shall be necessary to elect. All Westwood, New Jersey residents may vote.

(D)                Vacancies occurring through death or resignation or otherwise in the Board of Trustees shall be filled by the President and ratified by the Board of Trustees.  The person so appointed shall hold office until the next annual election.  The Board shall have the power to fill temporary vacancies caused by leave of absences an otherwise.

 SECTION 3 – TERM OF OFFICE

(A)               The term of office for an elected management trustee shall be two years. (President, Treasurer, Secretary and Safety Officer).

(B)                The term of office for all others shall be 1 year.

(C)                The Past President shall hold a seat for two-years or until they resign, or impeached for misconduct, or replaced by the current   resignation of President or whatever comes first. The Past President must be re-elected to their honorary position every two years. If not that seat shall be vacant and not challenged.

ARTICLE 4

OFFICERS

SECTION 1 – DUTIES

 The officers of the Association shall be President, Secretary, Treasurer and Safety Officer whose duties shall be such as are usually performed by such officers and such other duties as the Board of Trustees shall prescribe.

(A)               The President shall be the executive office of the Association an shall preside at all meetings of the Board of Trustees, with the deciding vote in case of ties, and at the Annual and Special meetings of the Association.  The President shall present to the Board of Trustees an annual report; appoint all chairmen of committees (not otherwise provided for in the by-laws) with the approval of the Board of Trustees; and shall perform all duties generally incident to the office.

(B)                The Secretary shall perform all the duties of the President in his/her absence or inability to serve and shall assist him/her as necessary.  In the event that the office of the Presidnt becomes vacant, the Secretary shall assume the office. The Secretary shall conduct the general correspondence of the Board and shall perform all such duties as are incident to the office.

(C)                The Treasurer shall receive and disburse all funds of the Association; shall keep a true and accurate account thereof; shall pay all bills duly authorized and approved; shall report at each regular meeting of the Board of Trustees; shall submit an annual report based on the books and accounts; and shall perform all such duties are incident to the office.

(D)                Safety Officer is responsible for all safety matters outlined Westwood Baseball’s Safety Guidelines.

(E)                 Player Agents are responsible for league functions such as handing out umpire money, equipment, and information. Organizing draft, scheduling games, selecting managers for both regular season and travel, ensuring rules and behaviors are followed and will have final decision on protest as long as the Player Agent does not have any special interest. If Player Agent does have a conflict of interest for example; Player Agent’s child participates within his league, then the protest will be decided by the Rules Committee.

(F)                 Umpire in Chief is responsible for assigning umpires to games (Minors & Majors). They are also responsible for providing umpires with league rules and ensuring rules are followed and that the umpire’s behaviors are proper. They will also relay all umpire’s reports (improper coaching behaviors) to Executive Board for hearing /discipline.   

(G)                All other Board of Trustee seat’s responsibilities such as Banners, Concession, Uniforms etc…. will be designated/delegated/discussed by the President on a year to year basis.

(H)                Any Board of Trustee who does not fulfill his duty for any reason whatsoever, will be subject to disciplinary action leading up to including removal. Disciplinary action will be decided by the Executive Board. 

SECTION 2 – ELECTIONS

The Board of Trustees shall have power to appoint from its membership an officer to fill the unexpired term should there be a vacancy.

ARTICLE 5

COMMITTEES

 SECTION 1 – APPOINTMENT

The President shall appoint, with the approval of the Board of Trustees, the chairperson and member of all necessary committees.  The President shall be an ex-officio member of all committees with a deciding vote.

 SECTION 2 – STANDING COMMITTEES

(A)               Executive Committee – The Executive Committee shall consist of all elected trustees. The Executive Committee shall be empowered to act on any matter deemed necessary to enforce the rules and regulations. To decide on financial and non-financial matters in the best interest of all present and future members of the Association so it shall grow and stay strong.

(B)                Finance Committee – The Finance Committee shall consist of three members of the Board of Trustees plus the Treasurer.  It shall recommend to the Board of Trustees a yearly budget and any changes in financial polity.  It shall review each month the financial statement of the treasurer and recommend to the Board of Trustees an increase or decrease in expenditures when necessary.  No expenditure in the budget shall be made without approval of the Finance Committee first. All out of the ordinary expenditures must be cleared by the Executive Committee.

(C)                Fund Raising Committee – This Committee shall consist of two members.  Its duties will be to secure sponsors and other methods to raise money for the Association. The Executive Committee must clear all projects.

(D)                Equipment Committee – the Equipment Committee shall consist of an appointed Chairperson and/or the Player Agent of each league and they shall be in charge of all the equipment of the Association, and are subject to the approval of the Finance Committee, shall procure all the equipment necessary for the activities of the Association.  The Finance Committee does not need clearance through the Executive Committee as long as the equipment is considered normal business necessity; for example; helmets, balls etc.   A pitching machine is considered out of the ordinary and would have to clear the Executive Committee. 

(E)                 Registration Committee – The Registration Committee shall consist of one member who is empowered to secure such assistance as may be required and shall be in charge of registration for all the leagues.

(F)                 Rules Committee – the Rules Committee shall consist of the Umpire-in-Chief, the Player Agent from each league and the President and his/her designee.  The Rules Committee shall meet at least once prior to the beginning of each season to review the rules for each league and present a proposal (if necessary) for additions and deletions to the rules to the Board of Trustees. The Rules Committee shall distribute copies of the rules for each league to the trustees for approval prior to the opening of each season.  The Rules Committee shall meet at least during the season to review the rules and disciplinary methods however; would not authorize disciplinary action. Only the Executive Committee can do so.

ARTICLE 6

LEAGUE ORGANIZATION AND RULES OF PLAY

SECTION 1 – LEAGUES

See rules for each League.

 SECTION 2 – GOVERNMENT

Each league will be presided over by an elected Player Agent from the Association membership.  Each league shall be subject at all times to the direction and control of the Board of Trustees in all phases of play, provided that the leagues shall be organized in accordance with the official rules of their respective national organizations, where such affiliation exists; i.e. Little League, Alliance, etc. In leagues where there is no affiliation with a national organization, the Board of Trustees will adopt the playing rules of one of the national organizations.

SECTION 3 – RULES OF PLAY

The Rules Committee shall submit to the Board of Trustees for their approval rules regarding the make-up of all baseball teams, equipment, selection of players, age limit, number of managers and coaches, boundaries and playing rules, provided, however, that the leagues shall be operated in accordance with the official rules of their respective national organization, wherever such affiliation exists.  In leagues where there is no affilation with a national organization, the Rules Committee will recommend to the Board of Trustees the adoption of the playing rules of one of the national organizations. In leagues where there is no national affiliation, the recommendations for the suggested changes in the official rules of play, if in the opinion of the rules committee, such rule changes will enhance the operation of said league; i.e., no stealing rules for instructional and/or minor league play, five walk per inning rule, inning run rules, use of batting tees, continuous batting order, safety enhanced rules, etc.

SECTION 4 – QUALIFICATIONS

(A)               No person shall act as a manager or coach, or have charge of any team, league or Association function unless approved by the Board of Trustees. All managers and coaches must be certified.

(B)                At the November regular meeting the Player Agent of each league must submit to the Board of Trustees a slate of qualified managers and coaches. The Player Agent shall select the managers for each league.  Criteria for which a manager will be selected shall be followed: Knowledge of baseball fundamentals & rules, certified, teacher of good sportsmanship, amicable field behavior. Board of Trustee members shall be considered first if criteria is fulfilled. If you serve on the Board you should be rewarded. However; it shall be noted that a Player Agent should not be considered as a manager within its own league; however; they will be allowed to coach (assistant) within their league of agency and/or manage at another league/level. The President should not manage at any competitive level (Minors or Majors), however, they may also coach (assistant) as long as they fulfill criteria. Player Agents will announce their managers before the beginning of January’s monthly meeting. 

(C)                The Player Agent, will have the power to suggest to the Executive Board disciplinary action to be taken against any team manager, coach, or any other person for misconduct, poor sportsmanship’s or failure to comply with the rules and regulations set up by the Board of Trustees within his league. Trustees and the offending person shall be heard and answer to such charges ASAP.  Upon hearing all relevant testimony.  The Executive Committee will render a decision.

(D)                The Umpire-In-Chief will have suspension powers similar to Player Agents with respect to the conduct of umpires.  Such suspensions will be subject to the same terms of and conditions as outlined in Article 6, Section 4C above.

ARTICLE 7

FUNDS

The use of funds shall be limited solely to the operation of the Westwood Baseball Association Incorporated.  It is to be borne in mind that this Association is a non-profit organization; that its activities are to encourage the healthful and character-building playing of baseball for the children of the Borough of Westwood; and that raising of funds to promote this program is purely incidental.  The funds necessary for the operation of the Association shall be raised as follows:

 (A)               From sponsors who contribute to the furtherance of particular teams in any of the leagues, in accordance the rules and regulation set up by the Board of Trustees.

(B)                From contributors who may wish to make voluntary contributions to furtherance of the activities of the association.

(C)                From such other activities and programs as may be promulgated by the Board of Trustees for example; raffle, concession stand profits and or any legal venue for that of a non-profit organization.

ARTICLE 8

AUDIT

The books of the Association shall be audited annually by the Financial Committee, with the approval of the Board of Trustees.  The report of such committee shall be filed with the records of the Association.  The audit shall be conducted under the guidance of the President and made attainable to the people of West                                               

 ARTICLE 9

 NON PROFIT AMENDMENT          

“This Association is organized exclusively for charitable purpose within the meaning of section 501 (c) (3) of the Internal Revenue Code.”

 “ Notwithstanding any other provision of these Articles, the Association shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax as an organization described in section 501 (c) (3) of the Internal Revenue Code (or corresponding section) of any future federal tax code.”

 “ Upon the dissolution and winding up of this Association , after paying or adequately providing for the debts and obligations of the Association, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 ( c ) (3) of the Internal Revenue Code and which has established its tax-exempt status under that section.

The Bylaws of Westwood Baseball Association is attainable to the people of Westwood, County of Bergan, State of New Jersey  in the United States of America.

I swear as Officers of Westwood Baseball Association, in this document, that the Association shall  follow the constructs of these here Bylaws.

Officers

President:   John Bonkowski       ___________________________________________

Secretary:   Janine Borgersen     ___________________________________________

Treasurer: Keith Katorincek        ____________________________________________

Safety Officer: Todd Green         ____________________________________________