Section 1. General. The Board of Directors shall transact all of the business of the Corporation. It shall determine all policies and activities and, in general, assume responsibility for directing the disposition of all Corporation affairs, business, and property. Members of the Board of Directors must be members in good standing of the Corporation.
Section 2. Composition. The Board shall consist of not less than five nor more than twenty one Officers and Directors. No individual shall hold more than one voting position on the Board. The Board may designate that a husband and wife not hold separate positions on the Board, or the Board may designate that if they do hold two positions on the Board that only one of the positions be a voting position. The Board shall consist of the Officers and Directors of the Corporation.
Section 3. Quorum. The presence of a majority of the members of the Board of Directors shall constitute a quorum to transact business, except as otherwise provided in these By-Laws. The act of a majority of Directors present at a meeting, when a quorum is present, shall constitute an action of the Board of Directors.
Section 4. Removal from Office. Any member of the Board of Directors may be removed by the Board whenever, in the judgment of the Board, the best interests of the Corporation are served. A two-thirds majority vote of the Board of Directors shall be required for removal of a member of the Board. Failure to attend three consecutive meetings without an excuse shall constitute cause for the removal of a Board member.
Section 5. Board Vacancies. Any vacancy on the Board of Directors may be filled by the Board of Directors at any regular or special meeting of the Board and the person so elected shall serve until the next Corporation election.
Section 6. Board Salaries. No member of the Board of Directors, including any Officer, shall be paid compensation for his service to the Corporation, but this does not preclude the hiring of an Executive Secretary, a Manager of the Association, or Concession Operator in which case service may be compensated.
Section 7. Meetings. The annual meeting of the membership of the Corporation shall be held during the Opening Day ceremonies of the YOUTH ASSOCIATION OF NORTHEAST PENSACOLA, INC. during the month of March or April. An annual meeting of the Board of Directors shall be held immediately following the general membership meeting. Regular meetings of the Board of Directors shall be at such time and place as specified by the Board of Directors. Special meetings of the Board of Directors shall be called by the President or called by the President if requested in writing by any five Directors. Notice of each special meeting shall be given by the President or Secretary by telephone or otherwise to each member of the Board, not less than three days before the meeting, unless each Director waives notice thereof.
Section 8. Election of Officers and Directors.
A. Nominating Committee. The President shall appoint a Nominating Committee consisting of at least three members at least thirty days prior to any annual election. The Nominating Committee shall nominate at least one person for each office and position on the Board of Directors. Any member of the Corporation may submit a nomination to any member of the Board of Directors, but all such nominations must be made by May 15 of each year. The Nominating Committee shall post a list of all nominations on a bulletin board at the ballpark prior to the election.
B. Term of Office. Members of the Board of Directors shall be elected for a period of one year, commencing September 1.
C. Election. All Board Members shall be elected by a plurality of votes cast. All members of the Corporation are eligible to vote. The election shall be conducted by secret ballot except that unopposed nominees shall be declared elected. The annual election will be held during the last full week of May with voting days on Monday, Tuesday, Thursday, and Friday. The President shall appoint a three officials to oversee the elections. The election shall be conducted as follows: A table will be set up at the ballpark with ballots and a ballot box. A roster with all eligible voters will be at the voting table and all voters will sign off when they vote. Only parents listed on the official registration form will be eligible to vote and each parent will only be allowed one vote, regardless of the number of children registered. Ballots will be tabulated by two separate election committees to ensure that the final results are uncontested. A list of the newly elected Board Members will be posted once presented to the presiding Board.
D. Eligibility for Nomination. To be eligible for nomination, election, or appointment to any official position in the YOUTH ASSOCIATION OF NORTHEAST PENSACOLA, INC., a person shall:
(1) Be of good moral reputation;
(2) Have no known record of conviction of any felony or of any crime of moral turpitude;
(3) Enter into no personal or business venture that can, in any way, be considered or viewed as a conflict of interest;
(4) Not seek personal financial gain from the use of the person's position within the organization or through the use of the name of the YOUTH ASSOCIATION OF NORTHEAST PENSACOLA, INC.
Section 9. Officers and Duties.
A. President of the Corporation. The President shall preside over all regular and special meetings of the membership of the Corporation and over all meetings of the Board of Directors and enforce the provisions of these By-Laws. His duties include but are not limited to the following:
(1) Countersign all contracts, obligations, and checks authorized by the Board;
(2) Appoint all committees, unless the Board specifies otherwise;
(3) Serve as an ex officio member of all committees;
(4) Call all special meetings of the Board of Directors;
(5) Make an annual report to the Board of Directors and such other reports as he may consider necessary;
(6) Sign all contracts and other legal documents executed on behalf of the YOUTH ASSOCIATION OF NORTHEAST PENSACOLA, INC.;
(7) Initiate long-range strategic planning;
(8) Perform such other duties as may be placed upon him by the Board of Directors.
B. Vice President of the Corporation. The Vice President's duties include but are not limited to the following:
(1) Assist the President in his duties;
(2) Perform the duties of the President in the absence or disability of the President or when the office of President is vacant;
(3) Perform as the Chief Staff Officer of the Corporation. Specifically, it is the primary duty of the Vice President to coordinate the staff efforts of the Board of Directors to ensure an orderly flow of business and information. He will ensure that correspondence requirements are met through coordination with the Secretary;
(4) Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
C. Secretary of the Corporation. The Secretary's duties include but are not limited to the following:
(1) Keep an accurate record of all meetings of the Corporation's membership and the Board of Directors, and cause same to be recorded in a minute book which shall be kept as a permanent record;
(2) Additionally, the Secretary shall be responsible for that correspondence as will be appointed to him, from time to time, by the President or the Board of Directors.
D. Treasurer of the Corporation. The Treasurer's duties include but are not limited to the following:
(1) Receive and deposit in an account in the name of the YOUTH ASSOCIATION OF NORTHEAST PENSACOLA, INC., at a bank specified by the Board, all monies paid to it;
(2) Disburse by check signed by him and countersigned by the President or the Vice President all such sums as may be authorized by the Board of Directors;
(3) Keep an accurate record of disbursals and report to the Board at such time as the Board may direct;
(4) Coordinate with the Finance Director to ensure expenditures and income meet the expectations of the Board reflected in its budget, and report the extent to which these expenditures and income meet the Board's expectations.
(5) Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
Section 10. Directors and Duties.
A. Director of Equipment and Player Selection. The Director of Equipment and Player Selection's duties include but are not limited to the following:
(1) Registration and selection of players in all leagues;
(2) Communicate with Commissioners regarding player participation and the potential impact on the need for expansion and down-sizing;
(3) Purchase, inventory, and account for all ball-playing equipment;
(4) Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
B. Director of Buildings and Grounds. The Director of Buildings and Grounds' duties include but are not limited to the following:
(1) The maintenance, upkeep, access, and control of the buildings and grounds belonging to the Corporation;
(2) Oversee the operation of the concession;
(3) Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
C. Assistant Director of Buildings and Grounds. The Assistant Director of Buildings and Grounds shall be responsible for assisting the Director of Buildings and Grounds and shall perform such other duties as may be placed upon him by the President or the Board of Directors.
D. Rules and Compliance Director. The Rules and Compliance Director's duties include but are not limited to the following:
(1) Manage revisions to and compliance with Corporation By-Laws and Rules;
(2) Ensure compliance with the By-Laws and Rules of Corporation franchisers;
(3) Ensure compliance with the American Disabilities Act, lease agreements, and such other general agreements, contracts, and laws to which the Corporation is held.
(4) Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
E. Safety Director. The Safety Director shall be responsible for the establishment of accident, liability, property, and other insurance policies deemed necessary for the protection of players, volunteers, spectators, and visitors of the Youth Association of Northeast Pensacola. Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
F. Public Relations Director. The Public Relations Director shall be responsible for planning and coordinating public relations projects and special fund-raising efforts for the Corporation, to include being a liaison with the sign coordinator, a volunteer position. Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
G. Scheduling Director. The Scheduling Director shall be responsible for the publication of the Corporation's schedules. After appropriate coordination with cognizant Directors and other park officials (to include umpires), he shall publish the plan for off-season field maintenance, concession schedules, game schedules, game field practice schedules, tournament schedules, tournament work schedules, field cleanup schedules, Park Duty Officer schedules, and significant events schedules. He shall further track schedules to ensure scheduling conflicts and problems are avoided. Additionally, he shall perform such other duties as may be placed upon him by the President or the Board of Directors.
H. Finance Director. The Finance Director shall be responsible for working closely with the treasurer to help document financial statements and records necessary for managing the budget of the Corporation. Further, he shall develop the annual Corporation budget and present it to the Board of Directors on a date determined by the Board. Such coordination shall include communication to ensure expenditures and income meet the expectations of the Board reflected in its budget in order for the Treasurer to report the extent to which these expenditures and income meet the Board's expectations.
I. Commissioners. General duties of Commissioners shall be the same for all Commissioners, regardless of the league they represent. These duties shall include responsibility for overall league management and include but are not limited to the following:
(1) Deliver Managerial nominations to the Board;
(2) Direct player tryouts and help facilitate drafts;
(3) Oversee the all-star selection process, to include the coordination of affidavit verification, completion of rosters and medical waivers, and coordination of practice field usage and other tournament preparation issues as necessary;
(4) Collect team and player financial obligations collection from Managers;
(5) Ensure team participation in planned playing field upkeep;
(6) Communicate with Managers on pertinent park issues;
(7) Resolve minor concerns and conflicts and refer major conflicts to the Board of Directors;
(8) Process game protests;
(9) Enforce the rules and regulations under which his games are played;
(10) Communicate with the Director of Equipment and Player Selection regarding player participation and the potential impact on the need for expansion and down-sizing;
(11) Coordinate tournaments applicable to their leagues, and as such:
(a) Plan and coordinate all aspects of tournaments hosted by the Corporation as approved by the Board;
(b) Coordinate arrangements for concessions, grounds keeping, equipment, and park cleanup with the Concession Operator, Director of Equipment and Player Selection, and the Director of Buildings and Grounds;
(12) Ensure make up games are scheduled with teams and umpires.
Note: Commissioners may not manage a team in the league in which they are serving as Commissioner, except under special exception granted by the Board on a case-by-case basis.
A. Commissioner positions are:
(1) Tee Ball League Commissioner
(2) Assistant Tee Ball League Commissioner
(3) Coach Pitch League Commissioner
(4) Minor League Commissioner
(5) Major League Commissioner
(6) Girls Softball Commissioner
(7) Assistant Girls Softball Commissioner
(8) Dizzy Dean Sophomores (13-14) Commissioner
(9) Dizzy Dean Juniors (15-16) Commissioner
Section 11. Proxies. Directors and Officers may cast their absentee votes at a meeting by giving a signed ballot to an attending Board member who will deliver it to the President.
Section 12. Ex Officio Members. Ex officio members are non-voting members approved by the Board of Directors with responsibilities as set forth below:
A. County Liaison. Maintain contact with the Escambia County Parks and Recreation Department. Articulate the Association's needs and goals as they apply to the County. Coordinate satisfaction of agreements and commitments between the Association and the County. Coordinate revisions and updates to the Park's lease agreements.
Section 13. Park Duty Officer. All Directors of Officers of the Association are empowered to intervene in matters of benefit to the Association. During the ball season, two Park Duty Officers will be on duty during the hours in which games are played. Duties include, but are not limited to the following:
A. Cancel games due to inclement weather before games begin when necessary. Once the game begins, it is the umpire's responsibility to call games due to inclement weather. Notify Commissioners of rained out games. Rain out makeup games are presumed to be played on the Saturday following the canceled game.
B. Tour the park to ensure an orderly flow of game schedules and operation of the concession stand. Periodically remove large bills from the concession cash registers.
C. Resolve conflicts and refer matters of consequence to the Board or to the cognizant Director or Officer for action.
D. Count concession stand money at the end of the night and prepare the deposit.
E. Ensure all buildings are locked, lights are turned off, and property is left in an orderly condition.
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