Board ByLaws

Updated Saturday July 23, 2016 by SJWAA.

I. Name

The league shall be known as “Seminole Jr. Warhawks Baseball & Softball League”, hereinafter referred to as the “League”. The League has been established as a non-profit organization; 501(c) (3) under the laws of the State of Florida.


II. Purpose

The purpose of the League shall be to organize and supervise the playing of baseball under specialized rules and regulations, to secure suitable and adequate financial backing for these purposes, and to own, lease or otherwise obtain the use of suitable playing facilities and equipment for these purposes.


III. Membership

Any parents or guardians of active players, active team or division sponsors, or active volunteer adult leaders shall be considered members of the League. For purposes of this provision, “active” shall mean actual participation during the prior season. Membership is restricted to those who are at least eighteen (18) years of age and excludes anyone who may have been specifically banned from the League by its Board of Directors.


The League shall not discriminate based upon age, sex, gender, national origin, race or religion.


IV. Policies of League

A. Welfare of Young People

It shall be the policy of the League to conduct its activities so that the physical and moral welfare of the young people for whose benefit it is organized shall remain paramount and all matters of policy shall be determined on that basis.


B. Conflict of Interest

No person who is a member of or who is employed by or who is any way connected with the League shall receive any personal financial benefit therefore beyond the reasonable value of services in carrying out the purpose for which the League has been organized.


C. Sponsors and Advertising

(1) In order to secure suitable and adequate financial backing to carry out the purpose of the League, it shall be the policy of the League to permit only such sponsorship as is consistent with the purpose for which the League is organized and to select sponsors who are interested in the League solely or principally as a means of contributing to the welfare of young people.

(2) It shall be the policy of the League to prohibit any direct advertising of alcoholic beverages or tobacco products in connection with the League or any of its programs. It shall further be the policy of the League to prohibit the use or consumption of alcoholic, tobacco or any prohibited substances during any League function including, without limitation, games.


D. Coaches & Players

All League coaches and players shall promote and maintain good sportsmanship at all times, including at all League practices, games and any additional League functions. Coaches shall comply with the NYSCA (National Youth Sports Coaches Association) coaches and parents’ code of ethics and any additional League rules set down by the Board. Coaches shall treat all League officials and umpires with courtesy and respect. Players are expected to treat all coaches, League officials and umpires with courtesy and respect.


E. Disciplinary Guidelines

Enforcement of playing rules at League games shall be the sole responsibility of the umpire(s) who have been assigned to the game. Enforcement of additional League conduct rules shall be the joint responsibility of the Division Director, umpires assigned to that game, any Board members present at the game and any other League officials who have been given authority by the Board. For any incidents regarding a player, the Division Director shall inform and consult with the League President.


Violations of conduct rules for coaches and players include (but are not limited to) the following:


Foul language;

Derogatory remarks made to umpires, coaches or League officials;

Improper decorum in the dugouts or on the fields;

Cheating or fraud of any kind;

Destruction of league or county property;

Continued use of improper equipment or wearing of an improper uniform after being warned;

Malicious conduct of any kind;

Violation of affiliated league guidelines of General Conduct;


Thus, if a coach, player, or fan is ejected from a game for any of the aforementioned violations, he/she must leave the playing field immediately and the park within 10 minutes of the ejection. (A coach or fan can only return to the park to pick up a player once the game is completed.) Failure to act accordingly will result in the forfeiture of the game and suspension from the league for the rest of the season. Additionally, the league may pursue criminal trespass charges if the police are required to remove someone from the park.


In addition to the ejection from the game, the coach, player and/or fan will receive the following suspension and penalties:


1st offense: suspension for the next team game.


2nd offense: suspension for one calendar week and the suspension of one game of the child of the coach, parent, or guardian involved.


3rd offense: suspension for the remainder of the season.


4th offense: lifetime expulsion from all Seminole Jr. Warhawks Baseball and Softball leagues.


If the offense occurs in the last game of the season, the proscribed suspension will be effective for the following season or the next season that the violator participates in.


These penalties are automatic and do not require a ruling by a league official or a vote by the board. The Board will review all ejections and may extend any suspension beyond what is stated above as deemed appropriate for the offense. The coach, parent, or player may appeal to the league President. After investigating the facts and circumstances surrounding the misconduct, the league President may overrule the proscribed suspension or continue with the necessary penalty. The President’s decision can then be appealed to the board where a majority vote must be obtained in order to alter the ruling.


V. Annual and Special Membership Meetings

There shall be an annual membership meeting in June of each year; the time and place shall be determined by the Board of Directors. Notice of such meeting shall be made upon at least ten (10) calendar day notice, the manner of such notice to be determined by the Board of Directors in their sole discretion. Such notice, subject to Board approval, may be in the form of direct mailing, or such public media such as newspaper, television, radio, Internet, etc.


The Board of Directors may call special membership meetings from time-to-time with notice as provided by Florida law.


Only those persons who are members of the League (see “Membership” above) and personally present at a membership meeting shall be eligible to vote at that meeting; there shall be no proxy voting. A majority of those present and eligible to vote at a membership meeting shall be required to conduct business, including the election of Board members. There shall not be any quorum requirements for a membership meeting, either annual or special.


A Board member must introduce any items for the membership meeting agenda.


VI. Board of Directors

The Board of Directors of the League, hereinafter referred to as the “Board”, shall be drawn from existing members of the league and elected by the membership at the annual meeting for the terms and in the manner provided for as follows:


The Board shall consist of not less than five (5) nor more than twenty (20) persons. The term for each Board member elected at the annual meeting is one (1) year. All members of the Board shall be eligible for reelection.


The prior Board shall determine, immediately prior to the annual membership meeting, the total size of the Board for the following year.


A quorum for the conducting of all business, except as specifically otherwise set forth herein, shall be at least fifty percent plus one of the Board.


The Board, in its discretion, may remove any Board member upon the affirmative vote of two-thirds of the Board sitting at the time such issue is brought before the Board for vote. For purposes of removing a Board member, the quorum required to conduct such business shall be increased from fifty-one percent (51%) to sixty-six and two-thirds (66.66%).


The Board may fill any vacancies on the Board at any regular Board meeting by a majority vote thereof.


At its first meeting following the annual membership meeting, the Board shall elect its executive officers for that year. These officers shall include the President, Vice-President, Secretary, Player Agent, and Treasurer. Those Board members not elected as officers shall assume at least one of the coordinators for the divisions (Baseball: Tee Ball & Minor Farm, Farm, Minors, Freshman, Sophomore, Juniors & Seniors, and Softball). Also a Team Parent/Concession Stand coordinator, Fund-raising coordinator, Umpire-in-Chief, Equipment manager, and any other committee deemed necessary by the Board of Directors shall be elected.


The Board shall meet at least monthly or as often as needed to handle league business. The time and place for such meetings shall be determined by the President and shall be made known to all members of the Board upon at least 5-day notice, oral, telephonic or written. Any member may attend a Board meeting; however, membership participation shall be at the discretion of the Board. Furthermore, the Board may convene in executive session to discuss or resolve such matters, which the Board, in its discretion, believes, should be handled confidentially.


Board members may carry written proxies for non-attending Board members for specific votes.


The Board shall have full authority and discretion to make all policy, set budgets, and implement the on-going business of the League consistent with the bylaws. Without limiting the generality of the foregoing, the Board shall have the power to:


Purchase or otherwise acquire for the League any property, right or privilege which the League is authorized to acquire, by the price of consideration and upon such terms as the Board may deem appropriate;


Appoint, remove or suspend subordinate agents or volunteers and to determine their duties and fix their salaries, if any;


Determine the composition of a sub-committee to deal with the particulars of tournament teams (if any);


Determine who shall be authorized on behalf of the League to sign bills, notices, receipts, acceptances, endorsements, checks, releases, contracts, and any other instruments. Without any further action by the Board, the President and Vice President are so authorized.


Delegate any of the powers of the Board to any agent of the League with any powers as the Board may see fit to grant;


Suspend, discharge, bar or otherwise discipline any member, manager, coach, player, parent, league official, umpire as well as other related people as needed without refund whose conduct is considered detrimental to the best interests of the League (see Disciplinary Guidelines below);


Set registration fees and award scholarships;


Generally do all such lawful acts and take actions as may be necessary and proper.


VII. Financial Policy


The Board shall decide all matters pertaining to the finances of the league, bearing the responsibility to conduct the financial affairs of the league in a prudent business-like manner. The Board shall institute policy relative to the preparation and acceptance of an annual budget, and periodic and annual presentation of financial reports, and an annual audit of the books of the League.


The President shall be permitted to expend, on any particular item or task, the sum of two hundred and fifty dollars ($250.00) without prior Board approval.


VIII. Duties of Officers


The League shall have the following:

A. The President shall:

Preside at all meetings of the Board and the League;

Serve as the Chief Executive Officer of the League;

Represent the League at any meetings of other organizations.

Be responsible for registering teams with the affiliated baseball organization and any additional coordination with the affiliated baseball organization;

Perform such other duties as are normally associated with the Office of President.


B. The Vice President shall:

Perform such duties as may be assigned by the President;

Otherwise assist the President in the performance of his/her duties;

Preside or represent the League at any meetings in the absence of the President.


C. The Secretary shall:

Have custody of the Articles, Bylaws, minutes and all other records of the League, except financial records;

Keep an accurate record of the meetings and other activities of the League and the Board;

Be responsible for all correspondence on behalf of the League;

Transmit all records and correspondence to any person elected to succeed him/her in that office.


D. The Treasurer shall:

Receive and disburse all funds with the approval of the Board;

Keep an accurate account of all funds received and disbursed for the League;

Submit a financial report at all regular meetings and at such other times as may be requested by the President;

Compile an annual report of League finances;

Transmit all records and correspondence to any person elected to succeed him/her in that office.


E. The Player Agent shall:

Supervise the annual registration of all players, tryout sessions and distribution of players among League teams;

Assist the Division Director with the drafting and assigning of players;

Represent any players and/or parents in disputes with coaches or other League officials;

Be accessible to players and parents to answer questions and provide information.


F. Division Director shall:

Determine the number of teams for their division;

Assign players to teams (Tee Ball and Minor Farm);

Assist the Player Agent in planning and holding tryout sessions (Farm, Minors, Freshman, Sophomore, Junior & Seniors);

Conduct the draft of players (Farm, Minors, Freshman, Sophomore, Juniors &Seniors);

Hold meetings with coaches at appropriate times before and during the season;

Distribute the following items to coaches at appropriate times: equipment, rosters, rule books, season schedules, pictures, trophies, and any forms or fliers as directed by the Board;

Monitor games during the season;

Be empowered to suspend any player, coach or parent for one (1) game for conduct considered by the Director to be detrimental to the League, and recommend further disciplinary action to the Board if considered necessary (see Disciplinary Guidelines below)

Collect equipment from coaches at the end of the season;


G. The Umpire –in-Chief shall:

·Obtain suitable umpires for the League as directed by the Board; this may include coordinating with an umpire association.

·Schedule and hold training sessions for the umpires; or confirming the certification of umpires from associations

·Assign umpires for all League games

·Arrange for paychecks to the umpires, coordinating with the League Treasurer

· Consider all complaints relative to umpires and make suitable recommendations to the Board


H. The Equipment Manager shall:

Empty and clean all equipment bags, and take an inventory of the equipment during the off-season;

Obtain any required new equipment as directed by the Board;

Provide equipment as required for the player tryout sessions.

Fill and distribute equipment bags for each division to the division coordinators;

Distribute balls as required for all League games to the division coordinators;

Collect all equipment from division Directors at the end of the season.

Coordinate the ordering of uniforms from the uniform vendor as directed by the Board

Pick up uniforms from the uniform vendor and distribute them to the division Directors

Work with the teams and the uniform vendor to correct uniform problems.

Coordinate the ordering and distributing of all all-star shirts and trophies as directed by the Board.


I. The Team Parent/ Concession Stand Coordinator shall:

Coordinate the Opening Day and picture schedule with the Managers, coaches and Team Parents of the League.

Assist the Equipment Manager with the ordering and distribution of the team uniforms.

Assist with the scheduling of volunteers for working the Concession Stand.

Distribute information, coordinate fund raising materials distribution to the Team Parents, and assisting with the fund raising committee’s activities.


IX.Fiscal Year

The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. The initial fiscal year shall end on June 31st.


X. Amendments

These Bylaws may be amended by a majority vote of the Board members.


XI. Indemnity

(a) (a)Any person made a party to any action, suit, or proceeding, by reason of the fact that he, his testator or intestate representative is or was a Director, Governing Board member, officer, or contractor of the League, or of any corporation in which he served as such at the request of the League, shall be indemnified by the League against reasonable expenses, including such attorney’s fees actually and necessarily incurred by him in connection with the defense of such action, suit, or proceeding, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding, or in connection with any appeal therein that such officer, Director, Governing Board member or contractor is liable for negligence or misconduct in the performance of his duties.

(b) (b)The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or Director, Governing Board member, or contractor may be entitled apart from the very provisions of this section.

(c) (c)The amount of indemnity to which any officer, Director, or Governing Board member may be entitled shall be fixed by the Board of Directors, except that in any case where there is no such disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the America Arbitration Association.


XII. Discrimination Not Permitted

In rendering its functions and in exercising its purposes, the organization shall not practice or permit discrimination on the basis of sex, age, race, national origin, religion, physical handicap, or disability.