FOOTHILLS MAJOR BASEBALL ASSOCIATION BYLAWS
BYLAW 1.0 – GENERAL
1.1 The name of the Association shall be Foothills Major Baseball Association, hereinafter referred to as “FMBA”.
1.2 The mission of the FMBA is to provide for its members and the general public a venue for the playing of competitive baseball at reasonable cost. It will do this by maintaining its facilities through prudent business practices and meeting the expectations of the City’s baseball community.
1.3 The objectives of the FMBA are:
- To administer the association and keep it in good standing with the City of Calgary and the Alberta Government.
- To provide facilities at reasonable cost for the playing of baseball
- To maintain the facilities in optimum condition.
- To establish a Capital Conservation Fund and to develop a Life-Cycle Plan.
- To promote adult amateur baseball in the City of Calgary.
- To provide for the recreation of the members and general public to promote and afford opportunity for friendly and social activities.
- To acquire lands, by purchase or otherwise, erect or otherwise provide a building or buildings for the purpose of playing baseball.
- To provide all necessary equipment for carrying on its various objectives.
- To manage the property of the association.
In agreement with the other baseball organizations extant in the city and district, the FMBA offers the opportunity for persons to play baseball. The FMBA’s objective is to provide a competitive environment for a complete range of baseball skills from national team to recreational level. The association membership is open to anyone eighteen (18) years of age or older wishing to play baseball. The facilities are available to the general public at reasonable cost, schedule permitting.
1.3 The playing year shall be from May 1 to September 30.
1.4 The fiscal year shall be November 1 to October 31.
BYLAW 2.0 – MEMBERSHIP
2.1 Membership fee, if any, in the association shall be determined, from time to time, by the members at a general meeting. Any person residing in Alberta, and being of the full age of 18 years, may become a member by signing the required insurance waiver and registering with a team, and upon payment of the fee.
2.2 Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary. If any member is in arrears for less or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the society until reinstated. Any member upon a two-thirds vote of all members of the society in good standing may be expelled from membership for any cause which the association may deem reasonable.
General membership shall be granted to the following:
- All registered players 18 years of age or older who are deemed to be in good standing
- Any individual 18 years of age or older who wishes to participate in the Association and whose application for membership has been approved by the Board of Directors at a regular Directors meeting and who is deemed to be in good standing.
2.2 Voting privileges at Annual General/Special Meetings will be extended to the following members in good standing:
- Members of the association
2.3 Membership of both categories shall automatically cease at the end of every playing year.
2.4 The FMBA may revoke or suspend membership and/or voting privileges to any member(s) who are deemed by the Board of Directors to be not in good standing.
BYLAW 3.0 – GOVERNANCE
3.1 Board of Directors, Executive Committee of Board, shall mean the Board of Directors of the association.
3.2 The Association shall be a not-for-profit volunteer organization governed by an Executive Committee elected by the General Membership each year at the Annual General Meeting.
3.3 The Board shall, subject to the by-laws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the association, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting may be called on the instructions of any two members thereof provided they request the President in writing to call such meeting and state the business to be brought before the meeting. Meetings of the Board shall be called by ten days’ notice in writing emailed to each team’s manager or by three days’ notice by telephone. Any four members shall constitute a quorum and meeting shall be held without notice if a quorum of the Board is present, provided, however, that any business transaction at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise, they shall be null and void.
3.4 There shall be an elected, voting Executive Committee comprised of the following Officers:
President
The President shall be ex-officio a member of all Committees. They shall, when present, preside at all meetings of the association and of the Board. In their absence, the Secretary shall preside at any such meetings, and in the absence of both, a Chairman may be elected by the meeting to preside thereat.
The President is responsible for carrying out the mission and objectives of the Association.
The President will interface and represent the league’s interests with external partners, including, but not limited to, the City of Calgary, Baseball Alberta, Baseball Canada, local youth programs, and other adult baseball leagues in the surrounding areas.
Secretary
It shall be the duty of the Secretary to attend all meetings of the Association and of the Board, and to keep accurate minutes of the same. In case of the absence of the Secretary, their duties shall be discharged by such officer as may be appointed to the Board. The Secretary shall have charge of the correspondence of the Association and be under the direction of the President and the Board.
The Secretary shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required, maintain the minute book of the association, and shall collect and receive the annual dues or assessments levied by the society, such monies to promptly turned over to the Treasurer for deposit in a chartered bank as hereinafter required.
Treasurer
The Treasurer shall receive all monies paid to the association and shall be responsible for the deposit of same in whatever Bank the Board may order. They shall properly account for the funds of the association and keep such books as may be directed. They shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited as hereinafter set forth of the financial position of the association and submit a copy of same to the Secretary for the records of the society. The office of the Secretary and Treasurer may be filled by one person if any Annual Meeting for the election of officers shall so decide.
Vice President, Marketing & Fundraising
The VP, Marketing & Fundraising shall be responsible for the public-facing image of the FMBA. This includes: maintaining and updating the FMBA website, creating and managing programs to bring additional revenue into the league, and creating and managing programs to promote the league and to grow the member base.
Vice President, Operations
The VP, Operations shall be responsible for the internal operations of the league. This includes: ordering and distributing equipment for teams (i.e. baseballs), establishing and coordinating the Championship prize for that year, maintaining the FMBA Championship trophy placards, and managing and paying the utilities required for the association.
Vice President, Field Maintenance
The VP, Field Maintenance shall be responsible for the overall maintenance and condition of the field and related facilities. This includes: coordinating Spring and Fall Work Bees, ordering necessary materials for field maintenance, renting required equipment for work bees and maintenance, and the management of the on-field maintenance crew.
The VP, Field Maintenance will be a part of any committee created to relating to the maintenance or reconstruction of the field.
Vice President, Scheduling
The VP, Scheduling shall be responsible for the scheduling of games and practices, including coordination with the Umpire Scheduler.
Past President (as available)
In the event of an incoming President, the current President will remain on the Board in a transition/support role for a period of no more than one (1) years. The Past President will not have voting rights, as they were not elected to the position.
3.5 Each elected official will retain voting rights at any General/Special Meeting.
3.6 Special Directors may be assigned to assist any member of the Board where the Board or membership feel the workload of the member requires additional resources. These Directors may be voted on at any General/Special Meeting. These Directors will not have voting power on the Executive Committee.
3.7 In the event that there are vacant Executive and/or Director positions following the Annual General Meeting elections, the Board of Directors may appoint a person(s) to fill such vacancies through a majority vote of the Board of Directors.
3.8 Terms of office for Executive and Board positions shall be as follows:
3.8.1 All Executive Committee members, except for the Past President, shall be elected for a term of one year.
3.8.1.1 The outgoing President will be provided a position on the Executive Committee as the Past President, for a term of up to one (1) years.
3.8.2 All other elected or appointed Board Members shall serve for a term of one (1) year.
3.8.3 For the purposes of Clause 3.5 herein, ‘one year’ is defined as the period from date of election to the Executive or Board of Directors until the date of the next Annual General Meeting.
3.9 All Board Members agree to fulfill their assigned duties, to the best of their ability, for the term of their position; all Board Members also agree to attend the majority of Board of Directors/Executive meetings, activities and workshops;
3.9.1 In the case where their absence from Board of Director and/or Executive Committee meetings is known prior to the allocated meeting date, they must
(i) provide notice of their absence to the Secretary at least 24 hours prior to said meeting and
(ii) provide a written report to the Secretary at least 24 hours prior to the said meeting; The absent member shall also attempt to provide a designate from their Committee to attend the said meeting;
3.9.2 For emergency cases, the absent member shall contact either the Secretary or the President as soon as their absence is known and such communication is possible.
3.10 The Secretary, or in case of the Secretary’s absence any other Member of the Executive, shall be responsible for recording and circulating the minutes of General, Extraordinary, and Executive meetings. These minutes shall reside with the Secretary and be kept in an orderly fashion.
3.11 A Director or Officer can be removed from the Board by a majority vote of the Board of Directors only if the Officer has committed a breach of the Association Bylaws or Discipline Policy/Code of Conduct, or has committed a criminal offence. In such circumstances the Officer or Director shall be notified of the Board’s intention and decision.
3.12 No Officer or Director shall receive any remuneration for services rendered as an Officer or Director of the Association.
3.13 Should there arise any situation whereby there is, or there is the appearance of, conflict of interests of any Officer or Director it is incumbent upon that Officer or Director to bring the potential conflict of interest to the attention of the Board. The Board shall make a decision regarding acceptance or rejection of the potential conflict situation and its decision shall be final.
BYLAW 4.0 – FINANCIALS
Auditing
The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the association elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the annual Meeting of the association. The official Annual Statements must be approved and signed by both the President and Treasurer. The fiscal year of the society in each year shall be October 31.
The books and records of the association may be inspected by any member of the association at the Annual Meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall, at all times, have access to such books and records.
4.1 The schedule of fees shall be determined annually by the Executive Committee. The Schedule of Fees shall be made public and, if amended, the amendments to the Schedule of Fees shall be made public in a timely fashion.
4.2 The Treasurer or any other member designated by the Treasurer shall deposit all funds received in a Chartered Bank or federally bonded Trust Company or Credit Union to the credit of the FMBA. Withdrawal of monies shall be by a cheque requiring two signatures: that of the Treasurer and any one of the President or Vice Presidents. Association deposits and payments should be made on a regular basis (minimum of bi-weekly, as needed).
4.3 The Executive Committee shall be empowered to sponsor, organize and conduct schemes for the purpose of raising funds for the promotion and development of amateur baseball and the FMBA.
4.4 A budget for each fiscal year shall be prepared and approved by the Executive Committee within two months of the beginning of the fiscal year. The current income/expense statement, updated through the end of the playing season, will be presented to Members at the AGM held during that fiscal year.
4.5 The Board of Directors may provide a mechanism whereby any interested Voting Member has the opportunity to be directly involved in the budget preparation process.
4.6 For the purpose of carrying out its objectives, the Association may borrow or raise funds or secure the payment of money in any manner it determines fit, and in particular shall have the authority to issue debentures. The power of the Association to issue debentures shall be exercised under the authority of the bylaws of the Association and in no case shall debentures be issued without the sanction of a Special Resolution of the Association approved at a General Meeting.
4.7 The Treasurer shall be responsible for ensuring that the daily financial records of the Association are kept in good order and in accordance with generally accepted accounting principles. The Treasurer shall provide updated financial statements to the Executive Committee, as approved by the Executive Committee.
4.8 The books and records of the Association may be inspected by any general member of the Association at the Annual General Meeting or at any time upon giving reasonable notice to the Treasurer. Each Member of the Board shall have access to such books and records at all times.
BYLAW 5.0 – MEETINGS
5.1 This society shall hold an annual meeting on or before November 30 in each year, of which meeting due notice shall be given to all members. At this meeting there shall be elected the positions of the Executive Committee, and directors, as required. The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the society.
Notice of the AGM shall be given in writing at least 30 days in advance of the meeting, by email to all holders of valid membership, and shall be posted on the Association’s website.
5.2 The Board of Directors may call a Special General Meeting of the membership by notifying each Member in writing by email and posting notice of the Meeting on the Association website, 21 days prior to the meeting date.
5.3 A meeting quorum at any General Meeting shall be met by the attendance of any non-Board general members when the proper notification requirements have been met, as in 5.1 and 5.2 respectively and no business can be conducted if a quorum is not present. Motions cannot be passed without quorum. Board Members are not included in the quorum, but may vote.
5.4 The Executive Committee of the Association shall meet a minimum of four times a year with the option of meeting more often should the business of the Association require it. The first regular meeting must be held within 90 days of the AGM. A quorum consisting of a majority of Executive must be present to hold an Executive meeting and to pass motions.
VOTING
Any member who has not withdrawn from membership nor has been suspended nor expelled as hererin provided shall have the right to vote at any meeting of the society. Such votes must be made in person and not by proxy or otherwise.
BY-LAWS
The By-Laws may be rescinded, altered, or added to by a “Special Resolution”.
BYLAW 6.0 – PLAYERS
6.1 A registered player is one who is accepted on a team and who fulfills all the following criteria:
- Registration fees are paid in full
- All required documents must be fully and properly submitted to the Association
III. Player is at least 18 years of age or older
- Player/member is in good standing with the FMBA
6.2 Players who are found to be in arrears to the FMBA may be suspended until such time as the payment has been made.
6.3 If a player has not previously registered with the FMBA, that player, must fill out the required paperwork before playing at the facilities.
BYLAW 7.0 TEAMS, TECHNICAL PERSONNEL AND VOLUNTEERS/OFFICIALS
7.1 Teams shall be governed by the Bylaws of the FMBA, and the official rules/guidelines for the playing season as specified by Baseball Canada, and as revised by the FMBA. Teams participating in events hosted by bodies other than Baseball Alberta and Baseball Canada will follow the rules and regulations set out as part of that event.
7.2 All coaches, managers, technical resource personnel and volunteers of the FMBA must be members of the Association.
BYLAW 8.0 – PENALTIES
8.1 Any team, manager, coach, player, umpire, parent/legal guardian, volunteer, spectator, Executive Member, Member of the Board or general member may be fined, suspended for an amount of time, or both, as determined by the Executive Committee, for violation of Association Bylaws, Codes of Conduct, rules and guidelines or for any other action deemed by the Executive to be detrimental to amateur baseball and/or its participating members/players. Such actions will be carried out according to Association discipline policy and appeals procedure, as approved by the Executive Committee. Such members may be deemed by the Executive to be not in good standing.
8.1.2 The FMBA reserves the right to suspend teams/members who are in arrears to the Association and/or its affiliate teams and/or associations until such monetary commitment has been paid in full; such members may be deemed by the Executive to be not in good standing.
8.1.3 Registered members are responsible for the actions of their guests and relations at all FMBA activities and events and can be fined and/or suspended due to the actions of their guests and/or relations at such activities and events. Such members may be deemed by the Executive to be not in good standing.
8.2 Any team, manager, coach or player registered with the Association who knowingly plays with or against a suspended team, manager, coach or player may be automatically suspended for the balance of the season and shall be ineligible to participate in any playoffs.
8.3 Penalties imposed may be appealed according to the approved Appeals Procedure.
8.4 Any Member of the Executive Committee involved in a protest, or with conflict of interest, shall be excluded from voting on the merits of the protest.
BYLAW 9.0 PROTECTION OF EXECUTIVE MEMBERS AND DIRECTORS
9.1 Limitation of Liability No Executive Member or Director shall be liable for the acts, receipts, neglects or defaults of any other Executive Member or Director, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto, unless the same are occasioned by his/her own willful neglect or default; provided that nothing herein shall relieve any Executive Member or Director from the duty to act in accordance with the Societies Act and the regulations hereunder or from liability for any breach thereof.
9.2 Indemnity: The Board of Directors shall authorize the Association to pay or reimburse any present or former Executive Member or Director of the Association for any and all costs, expenses and payments actually and necessarily incurred by him or her in any action, suit or proceeding to which he or she is made a party by reason of his or her holding such position; provided however, that he or she shall not receive such indemnification if he or she be finally adjudicated therein to be liable to gross negligence or wanton and reckless misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, if it seems fit, extend the indemnification to cover the good faith settlement of any such action, suit or proceedings, whether formally instituted or not.
9.3 Insurance: The Association may purchase and maintain insurance for the benefit of its Executive Members and Directors, as the Board of Directors may from time to time determine.