2017 Rules and By-Laws

Published by Lisa Duggins
Dec 19, 2018
Page 1 BYLAWS OF
THE GOLD COUNTRY SENIOR SOFTBALL ASSOCIATION, INC.
Updated as of: January 7, 2017
Table of Contents
Article I: Recitals and Definitions
Section 1. Name of Corporation. 2
Section 2.Corporation is Nonprofit. 2
Section 3.Specific Purpose. 3
Article II: Principal Office
Section 1.Location of Principal Office 3
Article III: Membership
Section 1.Membership. 3
Section 2.Membership Applications. 3
Section 3. Membership Classes. 3
Section 4.Non-Liability of Members. 4
Section 5.Insurance. 4
Section 6.Waiver and Indemnification. 4
Article IV: Membership Meetings
Section 1.Place of Meeting. 5
Section 2.Regular General Meetings. 5
Section 4.Regular General Meetings. 5
Section 5.Record Date to Determine Notice and Voting Rights. 6
Section 6.Regular General Meeting Procedure. 6
Article V: Membership Voting
Section 1.Member Voting Rights. 6
Section 2.Eligibility to Vote. 7
Section 3.Quorum Requirements. 7
Section 4.Manner of Casting Votes 7
Section 5.Action by Written and/or Electronic Ballot without a Meeting. 8
Article VI: Board of Directors
Section 1.General Powers. 9
Section 2.Number and Qualification of Directors. 9
Section 3.Term of Office. 9
Section 4.Election of Directors. 10
Section 5.Election Procedure. 10
Section 6.Removal of Directors. 11
Section 7.Vacancies on Board of Directors. 12
Article VII: Director’s Meetings and Executive Sessions
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Section 1.Place of Meetings. 12
Section 2.Director's Meetings. 12
Section 3.Executive Sessions of the Board. 13
Section 4.Attendance by Members. 13
Section 5.Quorum Requirements. 13
Section 6.Waiver of Notice. 13
Section 7.Adjournment. 14
Section 8.Emergency Action by the Board Without a Formal Meeting. 14
Section 9.Compensation. 14
Article VIII: Duties and Powers of the Board
Section 1.Specific Powers. 15
Section 2.Limitations on Power. 16
Article IX: Committees
Section 1. 17
Section 2.Appointment to Committees. 18
Section 3.Chairmen. 18
Section 4.Membership and Function of Committees. 18
Article X: Officers
Section 1.Officers Generally. 18
Section 2.Subordinate Officers. 19
Section 3.Resignation of Officers. 19
Section 4.Vacancies. 19
Section 5.President. 19
Section 6.Vice President. 19
Section 7.Secretary. 19
Section 8.Treasurer. 20
Section 9.Communications Director 21
Section 10.Field Maintenance Director 21
Section 11.Special Events Director 21
Article XI: Fees, Assessments and Finances
Section 1.Association Fees and Assessments. 22
Section 2.Checks. 22
Section 3.Operating Account. 22
Section 4.Other Accounts. 22
Section 5.Budgets and Financial Statements. 23
Article XII: Miscellaneous
Section 1.Inspection of Books and Records 23
Section 2.Designation of Fiscal Year. 24
Section 3. Indemnification of Association Agents. 24
Section 4.Logo. 24
Section 5.Corporate Seal. 24
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Section 6.Construction and Definition. 25
Section 7.Disciplinary Procedures. 25
Section 8.Methods of Discipline. 25
Section 9.Forfeiture of Fees. 25
Section 10.Enforcement Rights and Remedies of the Association; Limitations Thereon. 25
Section 11.Limitation on Disciplinary Rights. 26
Article XIII: Amendment of Bylaws
Section 1.Amendment In General 26
Section 2.Effective Date of Amendment 26
Section 3.Reliance on Amendments 27
ARTICLE I: RECITALS AND DEFINITIONS
Section 1. Name of Corporation.
The name of this corporation shall be Gold Country Senior Softball Association, Inc. and
shall be referred to herein as the "Association or GCSSA."
Section 2. Corporation is Nonprofit.
This corporation is a Nonprofit Public Benefit Corporation and is not organized for private
gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for
public purposes.
Section 3. Specific Purpose.
The specific purpose of this Association is to provide a structure under which a Senior
League Softball Association shall function.
ARTICLE II: PRINCIPAL OFFICE
Section 1. Location of Principal Office
The Principal office of this Association shall be located at such place as the Board of
Directors may from time to time, designate by resolution.
ARTICLE III: MEMBERSHIP
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Section 1. Membership.
Any individual meeting the requirements as specified by the GCSSA bylaws herein.
Section 2. Membership Applications.
Applications for membership may be presented to any Board Member. No applicant shall be
entitled to the rights and benefits of membership until they have paid the established
membership fee.
Section 3. Membership Classes.
There are three (3) classes of membership, the entitlements of which run for a period of one
(1) year, from opening day of playing season to the following year's opening day.
a. Regular League Membership
(i) Applicant pays established League Membership Dues and actively participates in
Regular League Play.
(ii) Applicant must be age fifty (50) or will turn age fifty (50) by December 31 of the
current playing year.
b. Associate Membership.
(i) Team Sponsor - Any individual or organization sponsoring a GCSSA Team is, upon
paying such sponsorship fees, an Associate Member of the GCSSA.
(ii) Previous GCSSA Members who no longer actively play may become A GCSSA
Associate Member providing: They have been a GCSSA Member in good standing
for at least one {1) year, and they must pay the annual established fee.
This class of membership pays a fee as established by the Board of Directors each
year, by resolution. Upon such payment, may participate in GCSSA activities, attend
meetings, speak to issues, but cannot vote or hold office either elective or appointive.
c. Honorary Membership.
(i) Individuals of distinction who have won recognition may be considered for this
membership.
Section 4. Non-Liability of Members.
No member of this Association shall be personally liable for the debts, liabilities, or
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obligations of the Association.
Section 5. Insurance.
The Association does not provide Accidental Death and Dismemberment, Disability or
Medical Insurance for GCSSA members. Individual Association members are responsible
for acquiring their own insurance cover age, a s they may deem appropriate.
Section 6. Waiver and Indemnification.
Prior to joining the GCSSA, each member must agree and sign the following statement as
stated on the player application form:
I understand that there are risks in participating in GCSSA League play. In my being
permitted to play in the GCSSA, I knowingly and freely waive or give up claims I might
otherwise have against Western Gateway Park District, its officers, directors,managers, and
employees; the GCSSA, its directors, officers, team managers, umpires, scorekeepers or
any other GCSSA league player arising from any personal injury or property damage that I
may suffer during or as a result of my participation in GCSSA league activities. Furthermore,
in consideration of my being permitted to participate in GCSSA league activities, I agree to
indemnify and hold harmless the above named entities from any and all claims that might be
brought by third parties for injuries or economic harm I may suffer. I understand the
importance of this waiver and the effect it may have on my rights and in freely signing this
waiver state that this is not a mere recital.
Waiver and Indemnification language shall be included in all Association membership
applications and must be signed by each Association applicant as a condition to being
permitted to participate in Association activities.
ARTICLE IV: MEMBERSHIP MEETINGS
Section 1. Place of Meeting.
The meetings of the members shall be held at a place and time as designated by the
Board.
Section 2. Regular General Meeting Occurrences.
Regular General Meetings shall be held three(3) times per year, in March, August and
shortly after the completion of the weekday season. These are mandatory meetings. The
board may, at its discretion, hold additional meetings. The exact date, time and location of
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these meetings shall be set forth in the notice calling for the meeting.
Section 3. Regular General Meetings.
Notice of a Regular General Meeting of Members shall:
a. Be given in writing as provided in subsection (e) of this section to each Member who, as
of the record date established by Section 5 of this Article, is entitled to receive notice.
b. Specify the date, place and time of the Regular General Meeting and those matters
which the Board, at the time the notice is given, intends to present for action either by the
Board or by the members present at the Regular General Meeting. Except as provided
in Article V, , the Association Members may present any proper matter at a Regular
General Meeting for action by the Board of Directors.
c. Be given by e-mail addressed to each Member either at the address of the Member
appearing on the Member’s application for Association membership or the address given
by the Member to the Association for the purpose of notice, and posted on the league
web site. Notice of a Regular General Meeting contained in a GCSSA email and on the
website, shall comply with these notice requirements.
d. Be given not less than ten (10) or more than fourteen (14) before the Regular General
Meeting.
Section 4. Record Date to Determine Notice and Voting
Rights.
The record date for the purpose of determining the Members entitled to notice of any
meeting of the Members and eligibility to vote at a Membership meeting or to cast written
ballots in accordance with Article V. Sections 4 and 5 of these Bylaws shall be those
Members in good standing as of the completion of the draft for both leagues.
Only Members of record as of this date are entitled to notice as provided by this Article or
eligible to vote as provided in Article V.
Section 5. Regular General Meeting Procedure.
All Regular General Meetings of the Association shall:
a. Be governed by rules of procedure as may be determined by the Board from time to
time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with
the Articles, or with any provisions of law applicable to the GCSSA. All meetings are to
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be conducted in a civil and constructive manner.
b. Conduct the following Order of Business:
(i) Call to Order
(ii) Read Minutes of the Last Meeting (optional only, unless a specific request is
made.)
(iii)Treasurer's Report
(iv)Committee Reports
(v) Communications
(vi)Old Business
(vii) New Business
(viii) Good of the Association
(ix)Adjournment
ARTICLE V: MEMBERSHIP VOTING
Section 1. Member Voting Rights.
On each matter submitted to a vote of the members, by written and/or electronic ballot, in
accordance with Sections 4 and 5 of this Article V, or at a meeting of the Members called
and held pursuant to Article IV hereof, each Member shall be entitled to one vote.
Section 2. Eligibility to Vote.
Members entitled to vote at any meeting of Members should be those who are Members in
good standing as of the date determined in accordance with Section 5 of Article IV hereof. In
order to be in good standing a Member must be current in the Dues and Assessments that
may be established by the Board of Directors by resolution. Players removed or suspended
from the league for personal behavior issues as called out in the bylaws, or Rules of Play
will not be entitled to vote at any member meeting or on any ballots.
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Section 3. Quorum Requirements.
a. The following quorum requirements must be satisfied for any meeting of the Members or
action by written ballot pursuant to Sections 4 and 5 of this Article V:
(i) Posted mail and/or Electronic mail Ballots. In case of a mail ballot the quorum shall
be 50% of those Association Members in good standing eligible to vote, or as more
particularly described otherwise established in these Bylaws.
b. Ballot voting is required for electing board members, financial expenditures requiring
member approval and all bylaw changes.
Section 4. Manner of Casting Votes
a. Voting in Director Elections . Members eligible to vote in any annual election of Directors
are entitled to cast one vote per each vacancy on the Board. No more than one vote may
be cast for any one vacancy. If written or mail ballots are utilized, the number of votes
for candidates must be less than or equal to the number of open seats, otherwise, the
ballot will be invalid.
b. In the case of written and/or electronic ballots, the election committee will have the final
determination on the validity of any ballot that has been questionably marked.
Section 5. Action by Written and/or Electronic Ballot Without
a Meeting.
a. Any matter or issue requiring the vote of the Members, including the election of Directors,
may be submitted for a vote by written and/or electronic ballot without the necessity of
calling a Regular Meeting of the members so long as the procedures in this Section 5 are
observed. The determination to seek Member approval for Association action by written
and/or electronic ballot shall be made by a majority of the Board or by eligible Members
possessing fifteen (15) percentof the total votes of the Membership signing a written
request and delivering this request to the President, Vice-President or secretary of the
Association.
In the event that any matter or issue is to be voted upon by written and/or electronic
ballot, the Board shall establish a record date in accordance with Article IV, Section 5 of
these Bylaws and shall distribute the election material by e-mail to every Member not
less than ten (10) days prior to the final date established by the Board for the receipt and
counting of ballots. Those who do not have an email address will be provided with one
by the league for voting purposes.
The written and/or electronic ballot shall set forth the proposed action to be voted upon,
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provide an opportunity to express approval or disapproval of the proposal and shall
provide a reasonable time within which to return the written and/or electronic ballot to the
Association.
b. Approval by written and/or electronic ballot shall be valid only when the number of votes
cast by ballot within the time period specified equals or exceeds 50% of the voting
membership.
c. All solicitations of written and/or electronic ballots shall indicate the number of responses
needed to meet the quorum requirement for valid action and, with respect to written
and/or electronic ballots other than for the election of Directors, shall state the
percentage of affirmative votes necessary to approve the measure submitted.
d. With the exception of written mail ballots cast in the election of Directors, upon tabulation
of the written mail ballots, the Board shall notify the Members within three (3) days of the
close of balloting of the outcome of the balloting process. If insufficient written and/or
electronic ballots to constitute a quorum are cast, the Board shall so notify the Members.
e. Once exercised, a written and/or electronic ballot may not be revoked.
f. Use of the written and/or electronic ballot voting procedure in the election of Directors
shall be subject to the additional rules specified in Article VI, Section 4, below.
ARTICLE VI: BOARD OF DIRECTORS
Section 1. General Powers.
Subject to the provisions of the California Nonprofit Corporation Law and any limitations in
the Declaration, Articles of Incorporation and these Bylaws relating to action required to be
approved by the Association Members, the business and affairs of the Association shall be
conducted and all corporate powers shall be vested in and exercised by or under the
direction of the Association's Board of Directors. Unless required by other sections of these
Association Bylaws any action taken or authorized to be taken by the Association Board of
Directors need only be approved by a majority of the Board of Directors.
Section 2. Number and Qualification of Directors.
a. The Association Board of Directors shall consist of seven (7) Association Regular
Members in good standing with all Association fees and assessments current
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Section 3. Term of Office.
a. All Directors/Officers of the Association shall be elected to a two (2) year term of office.
Each Board of Director position shall be numbered consecutively from one (1) to seven
(7). Even numbered Director positions, Two, Four, and Six (2,4,6) shall be filled by
Membership elections held in even numbered years. Odd numbered Director positions,
One, Three, Five and Seven (1,3,5,7) shall be filled by Membership elections held during
odd-numbered years. Directors may not serve more than two (2) consecutive terms on
the Association Board. Any portion of a term being filled in as a vacancy will not count
toward the two(2) consecutive term limit. Association members newly elected to the
Association Board shall commence their terms of office at the End of the Season
General Membership meeting.
b. A Director /Officer elected or appointed to fill a vacancy on the Board resulting for
reasons other than expiration of the Director's term, shall hold office for the balance of
the term represented by the vacancy.
c. Outgoing Directors/Officers give their final reports, written if required, i.e. Finance Report,
at the End of the Season General Meeting. Their term ends at the close of this meeting.
Outgoing directors/officers must turn in any league equipment, software, computer files,
and any other materials pertinent to league business, or items purchased by the league
for their use, at that time.
Section 4. Election of Directors.
a. The annual election of Directors shall be conducted in accordance with Article V and is
held each year on a date established by resolution of the Board of Directors with the
election results to be announced at the End of The Season general meeting.
Section 5. Election Procedure.
a. The chairman of the election committee will announce the number of board vacancies so
the Secretary can publish the list of candidates in the August Meeting Notice to
Members, which is at least ten (10) days prior to the meeting. All members in good
standing are eligible to run for the board. The board must secure at least one candidate
for each vacancy before the election can be held.
b. Election Committee Process. The Committee is responsible to:
(i) Design and produce a written and/or electronic Ballot which includes:
Voting Instructions
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Lists the Candidates, and if available, a candidate’s statement
States the deadline for ballot return
Include a self-addressed return envelope(no stamp) with the written ballot.
E-Mail an electronic ballot to the Members or distribute written ballots to Association
Membership at League games.
(ii) The Committee meets within three (3) days after the established valid balloting
deadline.
(iii)The written Ballots are opened and two pairs of two do the tallying, separately.
(Chairman and three Members) for tallying written ballots. Electronic ballots will be
tallied automatically and added to the written ballot tally.
(iv)The tally is verified, results listed and signed by all four members.
(v) The Chairman submits the written, signed results, to the Board of Directors.
(vi)The Board of Directors announces and records the election results Within 2-3 days of
the completion of the vote count.
(vii) The board verbally reports the election results at the End of the Season General
Meeting. The President files the election results for inclusion in the league records.
Section 6. Removal of Directors.
a. The Board of Directors shall remove a Director and declare his office vacant if during his
term of office he has:
(i) Been declared of unsound mind by court order or
(ii) Been convicted of a felony; or,
b. The Board of Directors may remove a Director and declare his office vacant if during his
term of office he has:
(i) Experienced three of more unexcused absences established or duly noticed in
accordance with the provisions of Article IV of these Bylaws and California law: or
(ii) Fails to maintain his status as a GCSSA Member in good standing.
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c. Removal by Members. The Association Members may take action to remove a Director
or Directors provided that:
(i) A petition must be presented in person to the President, Vice-President or Secretary
of the Association that carries the signatures of eligible voters representing at least
25% of the total eligible voting membership.
Such petition must contain a statement describing the reason(s) the petitioners are
seeking the Director's removal; the signature of each petitioner in his own
handwriting; the identity of the sponsors of the petition; and fulfill all other
requirements required by law.
(ii) Within ten (10) days after receipt of such petition, the Board shall either call a special
Meeting or announce the procedures for conducting a written and/or e-mail ballot of
the Members to vote upon the petition.
A written and/or electronic ballot shall be conducted not less than ten (10) or more
than fourteen (14) days after the petition is presented.
If the Board fails to set a date for, and give the Members notice of, such meeting or
written mail ballot within ten (10) days, the Members initiating the petition may call
such meeting on their own initiative without Board approval or sanction.
(iii)The Director(s) whose removal is being sought shall have the right to rebut the
allegations contained in the petition orally, in writing or both. If in writing, such rebuttal
shall be emailed or mailed by the Association or otherwise provided to the
Membership with the ballot.
(iv)In order to remove a Director a two-thirds (2/3) majority vote of the below listed
quorums are required prior to any such voting and/or removal.
If to be voted upon by written and/or electronic ballot, said balloting shall be
conducted in accordance with Article V, hereof. A quorum of fifty (50%) percent of the
total eligible Membership voting power must respond to satisfy a quorum.
If the vote results in a tie, or if there are insufficient mail and/or electronic ballots
returned, the removal action will have failed.
Section 7. Vacancies on Board of Directors.
a. A vacancy or vacancies in the Board of Directors shall be deemed to exist on the
occurrence of the death, resignation or removal of a Director.
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b. Vacancies on the Board of Directors shall be filled by a majority vote of the remaining
Directors though less than a quorum or by a sole remaining Director unless the vacancy
is created through removal of a Director by the Members, in which case the vacancy
shall be filled by the affirmative vote of a majority of the Membership voting by written
and/or electronic ballot in accordance with Article V.
Furthermore, the Members may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors by an election conducted by written
and/or electronic ballot in accordance with Article V.
c. Reduction of the authorized number of Directors by amendment of these Bylaws shall
not have the effect of removing any Director before that Director's term of office expires.
ARTICLE VII: DIRECTOR'S MEETINGS AND
EXECUTIVE SESSIONS
Section 1. Place of Meetings.
Regular General Meetings of the Association Membership may be held any place that has
been designated by the Board and stated in the notice of the meeting.
Section 2. Director's Meetings.
The Association Board of Directors shall meet as often as the needs of the Association
demand. The Board of Directors shall meet in response to the call of the President, or in
response to the verbal or written request of any two (2) Directors. Written notice of meetings
by the Association Board of Directors need not be provided to the Association Membership.
Section 3. Executive Sessions of the Board.
The Board upon call of the President or two or more Directors, shall meet in Executive
Session to deal with:
a. Litigation in which the Association is or may become a party;
b. Personnel matters;
c. Member disciplinary actions.
d. The minutes of Executive Sessions of the Board shall be kept separately from the
minutes of Regular General Meetings and Special Meetings, shall be kept confidential
and shall not be subject to inspection without an order from a court of competent
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jurisdiction.
Section 4. Attendance by Members.
All meetings of the Board, except Executive Sessions, shall be open to Members of the
Association. Member s’ participation shall be permitted subject to restriction in individual
instances by the presiding officer or by a majority of the Board Members present.
Section 5. Quorum Requirements.
A quorum for purpose of a Director's Meeting consists of any four (4) Members of the
Board. A majority of the authorized number of Directors shall constitute a quorum for the
transaction of business, except to adjourn as provided in Section 7 of this Article VII. Every
act or decision done or made by a majority of the Directors present shall be regarded as the
act of the Board of Directors, subject to the provisions of the California Nonprofit Corporation
Law.
Section 6. Waiver of Notice.
The transaction of any meeting of the Board of Directors, however called and noticed or
wherever held, shall be as valid as though taken at a meeting duly held after regular call and
notice if:
a. A quorum is present; and
b. Either before or after the meeting, each of the Directors not present, individually or
collectively, signs a written waiver of notice, consent to holding the meeting, or an
approval of the minutes thereof. The waiver or notice or consent need not specify the
purpose of the meeting.
All waivers, consents, and approvals shall be filed with the Association records or made
part of the minutes of the meeting. Action by unanimous written consent of the Board
shall have the same force and effect as a unanimous vote of the Board at a meeting. The
requirement of notice of a meeting shall also be deemed to have been waived by any
Director who attends the meeting without protesting before or at its commencement
about the lack of notice.
Section 7. Adjournment.
A majority of the Directors present, whether or not constituting a quorum, may adjourn any
meeting to another time and place or may adjourn for purposes of reconvening in Executive
Session: provided however, that adjournment to Executive Session can only be effected by
approval of a majority of a quorum of the Board and then only for the purposes specified in
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Section 3 above.
If the meeting is adjourned for more than 24 hours, notice of adjournment to any other time
or place shall be given prior to the time of the adjourned meeting to the Directors who are
not present at the time of the adjournment. Except as herein above provided, notice of
adjournment need not be given.
Section 8. Emergency Action by the Board Without a Formal
Meeting.
In the event of any situation affecting the Association deemed to be an emergency, any
action required, permitted or authorized to be taken by the Board of Directors may be taken
without convening a formal Board of Directors meeting, if a majority of the Board, consent in
writing to that action taken before or after the Board’s action is approved or taken. Such
action by written consent shall have the same force and effect as vote of approval by a
majority of the Board. Such written consent or consents shall be incorporated into and filed
with the minutes of the proceedings at the next meeting of the Board of Directors.
Section 9. Compensation.
Directors, officers and Members of committees shall not be entitled to compensation for their
services as such, although they may be reimbursed for such actual expenses as may be
determined by resolution of the Board of Directors to be just and reasonable.
ARTICLE VIII: DUTIES AND POWERS OF THE
BOARD
Section 1. Specific Powers.
Without prejudice to the general powers of the Board of Directors set forth in Article VI, the
Directors shall have the power to:
a. Select and remove all officers, except those elected, members of committees, agents
and employees of the Association and prescribe such powers and duties for them
consistent with the law under the Articles of Incorporation and these Bylaws.
b. Conduct, manage and control the affairs and business of the Association and its
property.
c. Establish Policies, Rules and Regulations, subject to provisions of the Bylaws. Policies,
Rules and Regulations adopted by the Board shall be consistent with the law, other
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governing documents and these Bylaws..
d. Enforce all provisions of these Bylaws, policies, Rules and Regulations relating to the
control and management of this Association.
e. Contract for and pay premiums for liability and other insurance and bonds (including
indemnity bonds) which may be required from time to time by the Association.
f. Contract and pay for indebtedness incurred for material, supplies, equipment, and
services that may be required from time to time in relation to the operation of the
Association.
g. Pay all taxes and all charges , which is or would become an indebtedness owed by the
Association.
h. Delegate its duties and powers but not its responsibilities.
i. Levy and collect fees and assessments from the members of the Association in
accordance with the Bylaws.
j. Perform all acts required of the Board of Directors under the Bylaws.
k. Prepare budgets and maintain a full set of books and records showing the financial
condition of the affairs of the Association in a manner consistent with generally accepted
accounting principles, and at no greater than annual intervals prepare an annual financial
report, a copy of which shall be provided to any Member upon request as provided in
Article XII, Section 1 hereof.
l. Appoint such committees , as it deems necessary from time to time in connection with the
affairs of the Association in accordance with Article IX of these Bylaws.
m. Fill vacancies on the Board of Directors, including Officer's positions, or on any
committee, except for a vacancy created by the removal of a Director/Officer by the
Membership.
n. Open bank accounts on behalf of the Association and designate the signatories to such
bank accounts.
o. Expend monies for items and services that are reasonably necessary for the functioning
of the Association. Typical categories of these expense are for the following: uniforms,
playing equipment, line marker, park fees, umpire fees, scorekeeper fees, statistician
fees, insurance, trophies and plaques, , special GCSSA events, awards picnics,
software, and web site. Other than for the categories listed above, any single Major
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Expense or Capital Improvement that exceeds 7% of the annual Association budget will
need Membership approval pursuant to ARTICLE VIII, Section 2 (b) of these Bylaws.
p. Sell, donate or contribute to a non-profit organization any Association property that is no
longer needed by the Association
q. Enforce any disciplinary action against a Member subject to a hearing and due process
requirements set forth in Article XII, Sections 7 and 8 of these Bylaws.
Section 2. Limitations on Power.
Without the vote or written assent of the majority of a quorum of the Members voting, either
at a duly held meeting of the Members, or by written and/or electronic ballot pursuant to
Article V herein, the Board of Directors shall not take any of the following actions:
a. Enter into a contract, the duration of which is one year and one day or longer, for the
furnishing of goods or services to the Association.
b. Incur expenditure for any Special Major Expense and/or Capital Improvement without the
approval by a written and/or electronic ballot, a two-thirds (2/3) majority vote of a
quorum of (50%) of those GCSSA Members eligible to vote pursuant to Article V, Section
3 (iii) herein. A Special Major Expense or Capital Improvement is defined as any
expense which exceeds 7% of the annual budget, AND does not fall in the "typical"
categories described in Section 1 (o) of this Article VIII.
c. Pay compensation to members of the Board of Directors or Officers of the Association;
provided that Directors and Officers can be reimbursed for reasonable out- of-pocket
expenses verified in writing, incurred in the discharge of their duties.
ARTICLE IX: COMMITTEES
Section 1.
The Board of Directors shall establish Association Committees as determined to be
necessary for the successful functioning of the Association. In addition to those discretionary
Committees there shall be three (3) Association Standing Committees. Each Committee
shall be responsible to and report its recommendations to the Board of Directors for its
ratification, approval and/or recommendations.
a. Election Committee . This committee shall be selected between July 1 st and July 15 th of
each year and shall consist of three (3) Association Members in good standing selected
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by the Chair who shall be appointed by the Board of Directors. The Election Committee
shall select or draft one candidate for each vacancy on the Board of Directors. The
Election Committee shall report their selections to the Association Members at the
August Association General Meeting at which time additional nominations maybe made
from the floor by Association Members.
b. Election Committee Responsibility . Shall be responsible for conducting all written and/or
electronic Ballot Elections of Directors.
c. Rules Committee. The association Board of Directors shall appoint the Chair of the Rules
Committee after the regular season The Chair of the Rules Committee shall be selected
from any member of the association who is a member in good standing. The Chair of the
rules Committee shall select up to four (4) members of the association to serve on the
Rules Committee. This committee shall:
(i) Meet as often as necessary as determined by the Chair or as requested by the
association Board of Directors at a location selected by the Rules Committee. Notice
of Committee meetings need not be given to the Association members.
(ii) Be responsible for making rule recommendations to the board of Directors. A quorum
of the Rules Committee is three (3) members. Approval of recommendations made to
the Association Board of Directors requires a simple majority of the Rules Committee
present and voting. A Proposal should be made in writing.
(iii)Be responsible for the interpretation of all Senior Softball USA and GCSSA Rules of
Play.
(iv)Accept, review and make recommendations to the association Board of Directors
regarding proposed rule changes received from individual Association members.
(v) Prepare and distribute to all Association team managers, scorekeepers, umpires and
to the web site custodian approved copies of the Association “Rules of Play” prior to
the start of League play each year. Although rule changes are discouraged during the
year, any changes shall be distributed immediately after adoption.
(vi)Participate in protest hearings per the “Rules of Play”.
d. GCSSA Self-Audit: Prior to the August General Meeting the Treasurer shall provide a
complete report on the financial condition of the league both at the end of the season
and for the fiscal(calendar) year in March.
(i) The treasurer shall provide complete reports on all the financial transactions
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conducted during the course of the season from August 1 st of the previous year to
July 31 st of the current year. These reports are to be sent out to the membership for
review and comment one (1) week prior to the August General Membership meeting.
If discrepancies are found, they should be brought to the attention of the board for
clarification or correction.
Section 2. Appointment to Committees.
The Board may, by resolution adopted by a majority of the Directors then in office, appoint
committees, each consisting of three (3) or more Members, to serve at the pleasure of the
Board. Committees so appointed shall exercise such functions and authority as may be
assigned by the Board and/or required by these Bylaws.
Section 3. Chairmen.
The President shall be responsible to appoint and remove chairmen of all committees from
the Board appointed committee members.
Section 4. Membership and Function of Committees.
Committee membership shall be limited to Association Members in good standing. The
Board of Directors in compliance with these Bylaws shall govern the structure,
responsibilities and function of committees.
ARTICLE X: OFFICERS
Section 1. Officers Generally.
The Officers of this Association shall be selected from within the Directors so elected, and
consist of a President, Vice-President, Secretary, Treasurer, Communications director,
Special Events director and a Field Maintenance director. The Association may also have, at
the discretion of the Board, one or more assistant Secretaries, one or more assistant
Treasurers, and such other Officers as may be appointed in accordance with the provisions
of Section 2 following. A Board Member may not hold more than one office concurrently
unless designated as an assistant.
Section 2. Subordinate Officers.
The Board may appoint such other officers as the affairs of the Association may require,
each of whom shall hold office for such period, have such authority and perform such duties
as are provided in the Bylaws and as the Board may from time to time determine.
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Section 3. Resignation of Officers.
Any Officer may resign at any time by giving written and/or e-mail notice to the Board or the
President or to the Secretary. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or any other
cause shall be filled in the manner so prescribed in Article VI, Section 7 of these Bylaws.
Section 5. President.
The President shall be the Chief Executive Officer of the Association and shall, subject to
the control of the Board, have general supervision, direction and control of the affairs and
Officers of the Association. He shall preside at all meetings of the Board, and shall have the
general power and duties of management usually vested in the office of president of a
corporation, together with such other powers and duties as may be prescribed by the Board
or the Bylaws. The President, or his appointee, shall be responsible for all liaisons with the
Western Gateway Park Board of Directors.
Section 6. Vice President.
The Vice-President shall, in the absence or disability of the President, perform all the duties
of the President and when so acting shall have all the powers of, and be subject to all the
restrictions upon, the President. He shall have such other powers and perform such other
duties as from time to time may be prescribed by the Board and the Bylaws.
Section 7. Secretary.
The Secretary shall:
a. Keep a Book of Minutes of all meetings of Directors and Members, with the time and
place of holding same, , the name of the directors present at Director's Meetings, the
number of Members present at Members Meetings, and the proceedings thereof.
b. Give notice of all Regular General Meetings as directed by these Bylaws.
c. Give notice of all meetings of the Membership of the Association as directed by these
Bylaws.
d. Keep and maintain a copy of the Association Bylaws and Articles of Incorporation,
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certified by the Secretary to be the updated, current governing documents which shall be
kept in a book open to inspection by any member at all times during meeting hours upon
request.
Section 8. Treasurer.
The Treasurer shall:
a. Keep and maintain adequate and correct accounts of the property and business
transactions of the Association, including accounts of its assets, liabilities, receipts,
disbursements and other matters customarily included in financial statements.
b. Keep and maintain the books and records which shall be provided annually to the
membership as more particularly set forth in Article XI, Section 5 (c) herein.
c. Deposit , in a timely manner, all monies and other valuables in the name and to the credit
of the Association with such depositories as may be designated by the Board.
d. Disperse the funds of the Association as may be ordered by the Board, and shall render
to the President and Directors whenever they request it, an account of all of his
transactions as Treasurer and of the financial condition of the Association, and shall
have such other powers and perform such other duties as may be prescribed by the
Board or the Bylaws.
e. Prepare, maintain and present a written statement of current financial condition of the
treasury at each monthly meeting of the Board and at each Regular Scheduled meeting
of the membership.
f. Maintain and securely store all league tax records, contracts, checking accounts and any
other financial data required to conduct league business.
If required by the Board, the Treasurer shall be bonded in the amount and with the surety
or sureties specified by the Board for faithful performance of the duties of his office and
for restoration to the Association of all its books, papers, vouchers, money, and other
property of every kind in his possession or under his control upon his death, resignation,
or removal from office.
Section 9. Communications Director
The Communications Director shall:
a. Ensure the proper setup and maintenance of the web site.
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b. Provide timely updates and communications to the membership regarding meetings,
elections, and league business that is deemed appropriate, subject to any exceptions or
restrictions contained within the bylaws.
c. Store and maintain all league records, software or any other data deemed necessary for
the proper running of league business.
Section 10. Field Maintenance Director
The Field Maintenance Director shall:
a. Monitor the issues associated with proper care and maintenance of the fields used by the
GCSSA.
b. Be the liaison for working with the Western Gateway Park personnel to ensure the fields
are properly maintained and kept in a safe, playable condition.
c. Create and maintain a volunteer field maintenance organization that is properly trained to
implement incidental field repairs, maintain the equipment owned or used by the GCSSA,
and organize the physical assets contained in the equipment trailers.
Section 11. Special Events Director
The Special Events Director shall:
a. Be the lead coordinator for all GCSSA events including, but not limited to, the league
draft, league tournaments, weekend tryouts and awards ceremonies.
ARTICLE XI: FEES, ASSESSMENTS AND
FINANCES
Section 1. Association Fees and Assessments.
Association Members are subject to the payment of fees and assessments necessary to
conduct the business and affairs of the Association as set forth and established by the
Board of Directors in the Association annual budget.
a. All Association fees and assessments shall be paid prior to the Association players’ draft.
b. The annual proposed Association Budget shall be established and approved by the
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Board of Directors prior to January 1 st each year. The Association operating budget shall
be prepared by the Association Treasurer immediately after the Association player draft
and submitted to the Board of Directors for approval. Thereafter, the Association budget
may be revised as necessary by actions of the Board. As part of the budget approval
process the Board shall establish the Membership fees and Sponsor fees.
c. Sponsor Fees shall be established annually by resolution of the Board of Directors.
Section 2. Checks.
a. All checks or demands for money and notes of the Association shall have two signatures
being signed by the Treasurer, and/or the President, and/or one other designated Board
Member or signature authority as required by State Law and as the Board of Directors
may designate. The signatures of at least two Board members or an Officer and a Board
Member (if the designated Officer is not a Board member) shall be required for
withdrawal of monies from the Association's accounts.
Section 3. Operating Account.
There shall be established and maintained a cash deposit account(s) into which shall be
deposited all monies received in the name of the Association to include all income whether
annually established fees and assessments as fixed and determined for all members or
money earned by other means. Disbursement from such account(s) shall be for the general
need of operation including, but not limited to, maintenance, repairs, improvements, and
other expenses of the Association.
Section 4. Other Accounts.
The Board shall maintain any other accounts it shall deem necessary to carry out the
Association's purpose, including reserve accounts for replacement equipment, i . e., tractors,
storage shed, bases, etc
Section 5. Budgets and Financial Statements.
Copies of the Association budget, once it has been prepared and approved by the
Association Board of Directors, shall be made available to any Association member on the
league website.
a. Budget. The Association Board of Directors shall be responsible for the development and
approval of the Association Pro-Forma budget for each year. The Pro-Forma budget
shall include:
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(i) Estimated revenue and expenses;
(ii) The amount of the total cash reserves of the Association currently available for
replacement or major repair of possessions, and contingencies, for which the
Association is responsible;
(iii)An itemized estimate of the remaining life of, and the methods of funding to defray
repair, replacement or additions to, property and equipment for which the Association
is responsible.
b. Annual Budget Adoption. The Association annual budget shall require only the vote of a
majority of the Board of Directors to be approved. Thereafter, the budget may be
modified and changed by a vote of approval by a majority of the Board of Directors.
c. Annual Financial Report. Any pertinent financial data, other than information that is
confidential or private to the league, shall be made available to any member requesting
this information pursuant to Article XII, Section 1, of these Bylaws.
(i) A balance sheet as of the end of the fiscal year;
(ii) An operating (income and expenditure(s)) statement for the fiscal year;
(iii)A reconciliation of reserve and/or designated restricted accounts.
(iv)Complete a physical inventory of assets owned by the league.
ARTICLE XII: MISCELLANEOUS
Section 1. Inspection of Books and Records
a. The books, records, minutes (except Executive Session Minutes) and Member lists of the
Association shall at all times, during reasonable hours, be subject to the inspection of
any Member or his duly appointed representative at an agreed upon location for any
purpose reasonably related to the Member's interest as such. Inspection rights shall be
subject to the Association's right to offer a reasonable alternative to inspection within five
(5) days after receiving the Member's written demand (as more particularly set forth in
Sections and following of the California Non-Profit Corporation Law).
b. The Board of Directors shall establish reasonable rules with respect to:
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(i) Notice of Inspection;
(ii) Hours and days of the week when inspection may be made;
(iii)Documentation will be provided electronically, if requested by a member.
c. Every Director shall have an absolute right at any reasonable time to inspect all books,
records, documents and minutes of the Association and the physical property and
equipment owned by the Association.
d. Any inspection authorized hereunder or by the California Non-Profit Corporation Law
may be made in person or by an agent or attorney and includes the right to make
extracts and copies of documents.
Section 2. Designation of Fiscal Year.
The Fiscal Year of the Association shall be designated the same as the Calendar Year.
Section 3. Indemnification of Association Agents.
Any person who is or was a Director, officer, employee or other agent (collectively
"Agents")of the Association maybe indemnified by the Association for any claims, demands,
causes of action, expenses or liabilities arising out of or pertaining to the person's service as
an Agent of the Association to the full extent permitted by California Corporations Code
Section 7237.
Section 4. Logo.
The Logo shall be a "Gold Panner ".
Section 5. Corporate Seal.
The Association may have a seal in circular form having within its circumference the words,
“Gold Country Senior Softball Association,” founded August, 1983" and "Incorporated 19
November 1992", State of California.
Section 6. Construction and Definition.
Unless the context requires otherwise or a term is specifically defined herein, the general
provisions, rules or construction and definitions in the California Non-Profit Corporation Law
shall govern the construction of these Bylaws. Without limiting the generality of the above,
the masculine gender includes the feminine and neuter, and singular number includes the
plural and the plural number includes the singular.
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Section 7. Disciplinary Procedures.
Disciplina r y procedures may be taken by the Board of Directors upon allegations of:
a. Member's intentional failure to comply with the Bylaws of the Association.
b. A Member’s conduct , which is unbecoming or degrading to the Association as
determined by the Board.
Section 8. Methods of Discipline.
Methods of discipline that may be taken, in no special order, are:
a. Reprimand.
b. Suspension.
c. Expulsion from the Association.
Section 9. Forfeiture of Fees.
a. A Member s hall forfeit all fees and privileges upon resignation and/or expulsion from the
Association.
b. Exception: The Board, upon receipt of a written request, describing extenuating
circumstances or declaration of hardship, may elect to hear an appeal to this Section.
Upon such written request, the Board shall acknowledge the request in writing, indicating
denial of a hearing, or, setting a date and place for a hearing by the Board within thirty
(30) days of the request.
Section 10. Enforcement Rights and Remedies of the Association; Limitations
Thereon.
In the event of a breach or violation of any of the restrictions defined in the Bylaws and/or,
policies, Procedures, Rules and Regulations contained in any of the Governing Documents
by a Member, the Board, on behalf of all other Members, shall enforce the obligations of
each Member to obey such restrictions through the use of such remedies as are deemed
appropriate by the Board and available in law or in equity, including but not limited to the
impositions of fines and monetary penalties, or the suspension of the Member's membership
privileges; provided, however, the Association's right to undertake disciplinary action against
its Members shall be subject to the conditions set forth in this Section 7. Furthermore, the
decision of whether it is appropriate or necessary for the Association to take enforcement or
disciplinary action in any particular instance shall be within the sole discretion of the
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Association's Board.
Section 11. Limitation on Disciplinary Rights.
No penalty, fine, temporary suspension of privileges or expulsion shall be imposed unless
the member alleged to be in violation is given at least fifteen (15) days prior notice of the
proposed penalty or temporary suspension or expulsion and is given an opportunity to be
heard by the Board of Directors or appropriate committee established by the Board with
respect to the violation(s) either orally or in writing at least five (5) days before the effective
date of the proposed disciplinary action.
Notices. Any notice required by this Section shall, at a minimum, set forth the date and time
for an oral hearing or written response, a brief description of the action or inaction
constituting the alleged violation and a reference to the specific Governing Document
provisions alleged to have been violated.
The notice shall be in writing and may be give by any method reasonably calculated to give
actual notice; provided that if notice is given by mail, it shall be sent by first-class or
registered mail to the last known address of the Member shown on the records of the
Association.
ARTICLE XIII: AMENDMENT OF BYLAWS
Section 1. Amendment In General
These Bylaws may be amended or revoked in every respect only by majority vote of Mail
Ballots cast by at least 50% of the current Membership in good standing. For purposes of
this Article, Mail Ballot is defined as either e-mail or printed ballot sent in by mail or hand
delivered by the voting Association Member.
Section 2. Effective Date of Amendment
Any amendment to these Bylaws will be effective immediately upon approval by
the Members and posting on the GCSSA Website with effective date included.
The Secretary shall certify the adoption of any amendment and ensure the
Amendment is included in the Association corporate records.
Section 3. Reliance on Amendments
Article XIII will take precedence over any and all other GCSSA Bylaws that may
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directly or indirectly affect the Amendment process. Any amendment made in
accordance with the terms of this Article (XIII) of the current Bylaws shall be
presumed valid.