BY-LAWS
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DENVER MEN'S SENIOR BASEBALL LEAGUE 25+ & 35+
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ARTICLE I - NAME
The corporation name is DENVER MEN'S SENIOR BASEBALL LEAGUE 25+ & 35+.
The corporation is referred to hereafter as “the League” or “Denver MSBL 25/35”.
ARTICLE II - LEAGUE STATEMENT
The purpose of Denver MSBL 25/35 is to provide men 30 years of age and older, a competitive recreational
baseball program with the major emphasis on FUN, ENJOYMENT, CAMARADERIE, and SPORTSMANSHIP.
ARTICLE III - PURPOSE AND GOVERNING LAW
Section 1. General Emphasis
The program will always promote safety first by encouraging proper use of equipment and proper behavior
by participants, coaches, managers, spectators, and umpires.
Section 2. Governing Law
This corporation is organized pursuant to the Colorado Nonprofit Corporations Act except as lawfully modified
by the Articles of Incorporation and these By-Laws, the Corporation Act provisions shall apply.
ARTICLE IV - LIABILITY AND INDEMNIFICATION
Section 1. Personal Liability Protection
All officers and directors of the League shall be entitled to full protection against personal liability
afforded by C.R.S., 1973, 7-22-101.5 (and 7-5-119 by incorporation).
Section 2. Rights of Indemnification
All officers, directors, employees and agents of the League shall be entitled to all rights of indemnification as authorized
by C.R.S., 1973, 7-22-101.5 (and 7-3-101.5 by incorporation) as amended. The right of indemnification shall be co-extensive
with that allowed by statute as though the referenced sections or any amendments thereto were set out in full in these By-Laws.
Section 3. Waivers of Liability Required
All participants in the activities of the League shall be required as a condition of membership and participation,
to sign waivers of liability, on forms prescribed by the Board of Directors.
Section 4. Annual Audit Required
Disclosure of the corporation's records and tax returns shall be reviewed and audited annually by an outside entity not affiliated with the corporation.
ARTICLE V - PRINCIPAL OFFICE
The corporation shall maintain its principal office of the transactions of the business in the County of Jefferson, State of Colorado. The principal office shall be that of the League President/Commissioner, or at such place as the Board of Directors prescribe.
ARTICLE VI - POWERS OF THE CORPORATION
The powers, government and management of the corporation shall be vested in, exercised, conducted and controlled
by a Board of Directors, subject to any rights reserved to the members. The League shall have all the powers and
rights of a nonprofit corporation under the Colorado Nonprofit Corporation Act.
ARTICLE VII - BOARD OF DIRECTORS
Section 1. Number and Qualifications.
The Board of Directors shall consist of seven persons who shall be members in good standing of the League.
If a director ceases for any reason to be a member of the League, he shall thereupon automatically cease to be a director.
Section 2. Terms and Office of Directors
The directors serving at the time of the adoption of these By-Laws shall be designated to serve two-year terms.
Three new directors shall be designated for the initial time period.
Those directors are Vice President/Secretary, Treasurer, and Scheduling/Umpire Representative.
Thereafter, as the term of each set of Director expires, beginning in 1996, four Directors shall be elected by the managers as authorized below.
The terms of all newly elected Directors shall be elected by the managers as authorized below.
The terms of all newly elected Directors, beginning in 1995, shall be two years.
Existing Directors as of the date of adoption of these By-Laws shall serve until their terms expire in 1996.
Those Directors are President/Commissioner, Player Representative, Field/Umpiring Representative, and Media/Publicity Representative.
Newly elected Directors shall assume their office immediately following the meeting at which they were elected.
Section 3. Election of Directors
The election of the three initial Directors shall be held, beginning in 1995, at the annual meeting of the managers hereinafter provided for. The election of the four current Directors shall be held beginning in 1996 at the annual meeting of the managers hereinafter provided for. All voting shall be by ballot, with each manager entitled to vote being able to cast one vote for each directorship subject to election. Cumulative voting shall not be allowed. All ballots shall contain reasonable directions for voting. Only league managers in good standing may vote in person. The directors shall appoint judges to supervise the election.
The judge shall count the votes and report to the directors in writing the number of votes cast for each candidate and the name of those elected to serve as directors, and the President shall thereupon declare the results of the election. Any ballots submitted which contains votes for more candidates than there are positions shall be void. There will be a thirty day notice given to the managers/co-managers as to the vacancy of any board position before any election may be held.
Section 4. Vacancies in the Board of Directors.
Whenever a vacancy occurs in the office of a director, such vacancy shall be filled by a succeeding Board member, who shall hold office until the next election/annual meeting. The succeeding Board member shall also retain his current duties. In the event there is no such eligible person or if such eligible person refuses to serve, such appointment shall be offered to the candidate receiving the most votes by special election of the managers. Special elections may not take place without at least ten days and not more than thirty days prior written notice.
Persons elected in a special election will serve the remainder of the term of the resigning Board of Directors member. If no such eligible person runs for the office then the vacancy shall be filled by the Board of Directors until the next annual meeting.
Section 5. Succession of Board Members
President assumes Media Representative
Vice President/Secretary to the President
Treasurer to Vice President/Secretary
Player Representative to Field Representative
Field/Umpire Representative to Player Representative
Schedule/Umpire Representative to Field/Umpire Representative
Media Representative to Schedule/Umpire Representative
Section 6. Board Meetings
Regular meetings of the Board of Directors shall be held monthly beginning January 2 of every year and every month through the end of the season. The President/Commissioner shall designate such time and place as to where the meetings will occur and post the information on the League's web site. Board meetings will be held the second Wednesday of each month.
Special meetings of the Board of Directors may be called by the President/Commissioner. Special meetings of the Board shall be called within five (5) days after receipt by the President/Commissioner of a written request such meeting signed by any two (2) directors. The two Directors/Board members calling the special meeting are responsible for notifying the remaining Directors/Board members.
Section 8. Powers of the Board of Directors
The Board of Directors shall have the following powers:
* Conduct, manage and control the affairs and business of the corporation and to make rules
and regulations therefore not inconsistent with these By-Laws.
* To levy and collect assessments upon the members as provided in these By-Laws and with regards to the rules of the League.
* To create special standing committees, define the duties and authorities of such committees, and remove any members of a committee.
* To limit or prohibit any games or activities which it deems prejudicial to the best interests of the league,
and to prescribe rules under which authorized games and activities shall be conducted.
* To ratify or impose penalties on any member of the League.
* Generally to do and perform every act and thing whatsoever that may pertain to the office of the director and as authorized by law.
* To delegate authority, subject to Board review and ratification, to the President/Commissioner and other persons designated in Article VIII below.
Section 9. Compensation
Directors may be compensated for their services according to job title and duties. Such fee will be set by a committee and ratified by the managers yearly. Directors may be reimbursed for authorized out-of-pocket expenses incurred in the performance of their duties. Authorized out-of-pocket expenses are considered in excess of one hundred ($100.00) dollars. Expenses under one hundred ($100.00) dollars do not require authorization.
ARTICLE VIII - OFFICERS
Section 1. Authorized Officers
The officers of the corporation shall consist of a President/Commissioner, Vice President/Secretary, and Treasurer who shall be elected by and from the Managers of the League. The officers shall be elected at the annual meeting and shall serve a two year term. All officers shall be managers or co-managers in the League. The Board of Directors may create such other offices as may be required to assist on the operation of the League.
Section 2. President/Commissioner
The President/Commissioner shall perform the following duties:
* Preside over all meetings of the managers and Board of Directors;
* Except for those duties designated for one of the League Representatives, oversee the enforcement of the By-Laws and such rules and regulations as may be adopted by the Board of Directors and report to the Board of Directors any infraction thereof;
* Call, or direct the secretary to call, all meetings provided for in these By-Laws;
* Exercise general supervision over the general business affairs of the corporation and make a report on the general concerns of the corporation during the previous year at the annual meeting of the managers;
* Sign when authorized by the Board of Directors, on behalf of the corporation all deeds, conveyances, mortgages, leases, promissory notes, contracts, obligations and other papers and instruments and to supervise and control subject to the Board of Directors, all the officers, agents and employees of the corporation;
* The president shall be an ex-officio member of all standing committees;
* The president shall appoint the chairman of a standing or special committees as may from time to time be authorized. The Board of Directors may, by majority vote, reject any appointee at the time of such appointment;
* Initially adjudicate all grievances, suspensions, and complaints and rule on all protests as provided for in the Major League Baseball Rules and the Denver MSBL Amendments and report any action taken to the Board of Directors. The Board of Directors will have the final approval of any initial action taken by the President;
* Assist in the annual registration, and in the distribution of the By-Laws and other pertinent information to the mangers of the League;
* Maintain team rosters;
* Generally do and perform all such duties as pertain to the League operation as may be required by the Board of Directors, including liaison with the National MSBL;
* Perform all duties relating to his office and as may be required by the Board of Directors;
* Receive all umpire complaints from members of the League and forward all actions to both the Field/Umpire Representative and the Schedule/Umpire Rep.
Section 3. Vice President/Secretary
The Vice President/Secretary shall perform the following duties:
* Perform the duties of the president during the absence or disability of the president;
* Organize and implement with the assistance of the treasurer, the annual registration and fee collection from members;
* Keep a full and complete record of the proceedings of the Board of Directors and of the meetings of the League. The minutes of the meetings shall be available to members for inspection on request;
* Make service and publication of all notices that may be necessary or proper, including but not limited to meeting notices and election ballots;
* Maintain official correspondence of the corporation:
* Do the perform all such other duties as to pertain to his office and as may be required by the Board of Directors. In the case of inability, refusal, or neglect of the Vice President/Secretary to perform the duties of office the such duties may be served and published by the Treasurer.
Section 5. Treasurer
The treasurer shall perform the following duties:
* Receive and safely keep all funds of the corporation in such bank as the Board of Directors may designate and disburse the same upon the approval of the Board of Directors. All checks in excess of $100.00 shall be countersigned by the President or Vice President/Secretary;
* Keep a complete record of the accounts of every member of the League and, in conjunction with the Vice President, collect all monies due the corporation;
* Keep full and accurate accounts of the receipts and disbursements of the corporation, and render to the president and Board of Directors, quarterly, a statement of the corporation's accounts and financial condition:
* Submit at each annual meeting a complete statement of the corporation's accounts for the past year with proper vouchers;
* Generally to do and perform all such duties as pertain to his office and as may be required by the Board of Directors;
* Maintain team rosters, and waivers/applications.
Section 6. Bonding
The treasurer and any other officer or director authorized to control or expend League funds shall be bonded, at League expense.
ARTICLE IX - LEAGUE REPRESENTATIVES
Section 1. Player Representative
The Player Representative shall be a two year member of the Board of Directors and shall be responsible for the organization or additions of new teams into the League, new player draft, and new player contact. He shall be responsible for the organization of all tournament and World Series entries and games.
Section 2. Field/Umpire Representative
The Field/Umpire Representative shall be a two year member of the Board of Directors and shall be responsible for the securing of all fields and facilities for League play and play-offs, and for rescheduling fields for make-up games as well as scheduling umpires for same. He shall receive complaints from managers and formulate recommendations to be presented to the Board of Directors for action, regarding such complaints. He shall work in conjunction with the Schedule/Umpire Representative.
Section 3. Scheduling/Umpire Representative
The Scheduling Representative shall be a two year member of the Board of Directors and shall be responsible for the scheduling of all games within the regular season for all teams; as well as play-off games; and for coordinating with the Field/Umpire Representative.
Section 4. Media/Publicity Representative
The Media/Publicity Representative shall be a two year member of the Board of Directors and shall be responsible for reporting all events of the Denver MSBL to its membership on a monthly or as needed basis, providing publicity to local newspapers and maintaining win-loss statistics and game highlights. He shall be responsible for public relations with the community, subject to the approval of the Board.
ARTICLE X - MANAGERS
The Board of Directors will select or ratify selection of one manager for each team and appoint World Series and tournament managers. Selection of World Series and local tournament players will be the sole responsibility of those managers. Managers will supervise the activities of their teams and be responsible for reporting all team votes taken for the betterment of the League.
The managers shall perform the following duties:
* Control the activities and conduct of the team and its players while on the playing field;
* Conduct team practices and meetings;
* Call in game scores and highlights within forty-eight (48) hours of completion of the game;
* Disseminate information from the Board of Directors to the members of the team;
* Attend all league meetings, or if unable to, designate a team representative to do so;
* Generally ensure compliance with the President/Commissioner ruling and with such rules and regulations as may be adopted by the Board of Directors and to support all programs developed and adopted by the Board of Directors;
* 50% reduction of league fees;
* Ensure signing of league waivers/applications by their players, and remittance of the waivers/applications back to the league signed and completed in their entirety;
* Ensure distribution of league rules to all of their players.
ARTICLE XI - REMOVAL OF DIRECTORS, OFFICERS, LEAGUE REPRESENTATIVES, AND MANAGERS
Any director, League representative, officer, or manager may be removed for good cause shown by an affirmative vote of not less than two-thirds of the Directors or of the League managers present at a special meeting of the Directors or of, the managers that called for that purpose. Managers may also be removed by a two-thirds vote of the members of their team.
ARTICLE XII - MEMBERSHIP
Section 1. Classes
There shall be one class of membership as determined by the Board of Directors. Any individual may become a member of the League provided that individual meets the qualifications and pays all fees and dues established by the Board of Directors. Membership shall continue from year to year only as expressly provided in these By-Laws. Memberships may be refused to any person not sufficiently skilled to effectively participate in League activities as a player or a manager.
ARTICLE XIII - COMMITTEE ON ADMISSIONS
The Board of Directors shall constitute a Committee on Admissions of Members to the corporation.
When sitting as a Committee on Admissions of Members, the Board of Directors shall have charge of the admissions process and shall have power to adopt such rules for its guidance as it may deem appropriate, provided however, that such rules shall not be inconsistent with these By-Laws.
ARTICLE XIV - SELECTION OF MEMBERS
Section 1. Tryouts.
A tryout may be conducted each year to assess the skill level of the candidates that wish to be considered for eligibility as a player on one of the established teams and to be selected by one of the established teams through the draft. Expansion teams will pick last in the current season's draft.
Section 2. Drafting
A draft may be conducted each year for candidates who wish to be selected as a player by one of the established teams. Players who were members of an established team and are in good standing with the League may elect to participate in the draft. The procedure for selection of players will be decided by worst season record from the previous year picking first, second worst record picking second and so on until all potential candidates have been selected. In the event of a tie for a particular selection, the tie breaker will be worst division record or least number of runs scored.
Section 3. Notice to New Members.
The manager of the team that selected a player through the draft or otherwise added a new member to his team's roster shall promptly notify the player of his selection and notify the League of the player's addition to his team. The player shall become ineligible to participate on any other team for the duration of the season. Any player in good standing with the League may exercise his right to free agency at the end of the season.
Section 4. Rejection.
In the event an application is rejected, the treasurer shall formally notify the applicant and shall return at once any admission fees paid to the League by the applicant.
ARTICLE XV - LEAGUE MEETINGS
Section 1. Annual Meeting
An annual meeting of the managers shall be held each year beginning in 1997, as designated by the Board of Directors for the purpose of electing directors, receiving reports of the president and treasurer of the corporation, and the transaction of such other general business as may be brought before it, provided that should such day at any time fall upon a legal or special holiday the annual meeting shall be held on the next day thereafter ensuing at the same hour and place.
The date of the annual meeting will be the second Monday of February. The location and time will be decided by the Board of Directors no later than November 22nd. All managers will be notified in writing by November 22nd.
Section 2. Order of Business
The order of business of the annual meeting/League meetings will be as follows:
1) Call of the roll of managers
2) Reading of the minutes of the previous meeting
3) Report of the President
4) Report of the Treasurer
5) Miscellaneous business; (managers and Board)
6) Election of Directors: (annual meeting only)
7) Declaration of the results of the election (annual meeting only)
8) New business
9) Adjournment
Section 3. Special Meeting
Special meetings of the managers of the corporations may be called and held at any time by order of the president and two other directors, or on written request of 2/3 of the mangers of the league, or on written request of five or more directors of the corporation, within the time set forth in Section 4 of this Article.
Section 4. Notice of Meetings
Not less than ten and not more than thirty (30) days before the holding of any meeting of the managers, notice thereof, specifying the time and the place of the meeting and the purpose for which it is called, shall be given to the members provided for in this Section. No business shall be transacted at the meeting which does not relate to the purpose for which the meeting was called. The notice of any meeting at which directors are to be elected shall include the names of the nominees at the time the notice is given.
Section 5. Quorum
At all meetings of the League, whether regular, special or adjourned, a majority of the League managers present shall constitute a quorum for the transaction of business, but a smaller number than a quorum may, in the absence of a quorum, adjourn any meeting from time to time until a quorum shall be present, and until the business of the meeting shall have been accomplished.
ARTICLE XVI - ADMISSION OF FEES AND DUES
Section 1. Membership Fees
The Board of Directors shall fix the annual fee, or classes of fees, for members, and fix the time and manner in which the same shall be paid, the time and delinquency of the same, and the penalty for nonpayment of the fee when due.
Section 2. Nonpayment of Fees and Penalties
A member may be rejected, suspended, or expelled as provided in these By-Laws for nonpayment of fees and penalties.
ARTICLE XVII - ASSESSMENTS
The Board of Directors shall, whenever they deem it for the best interest of the League, or necessary for the purpose of paying debts or expenses of the League, or of conducting the business of the League, levy and collect assessments upon all League members, and fix the time and manner in which the same shall be paid, the time of delinquency of the same, the time and manner of giving notice of the assessment and of the delinquency thereof and the penalty for non-payment of the assessment when due.
A member may be suspended or expelled for the non-payment of any assessment imposed pursuant to this Article.
ARTICLE XVIII - EVIDENCE OF MEMBERSHIP
Evidence of membership shall be in such form as the Board may designate. Each document shall be signed by the President and Secretary and shall express on its face its member, date of issuance and the name of the person to whom it is issued.
ARTICLE XIX - AMENDMENT OF BY-LAWS
These By-Laws may be amended by the assent of a two thirds majority of the managers present at any meeting. The notice of the meeting at which an amendment is to be considered, either by the managers of by the Board, shall state such amendment is to be considered and shall set forth the proposed amendment.
ARTICLE XX - RESIGNATIONS
Section 1. Withdrawal.
A paid member wishing to withdraw from the League shall submit to the Vice President/Secretary a resignation prior to commencement of the season.
Section 2. Accrued Fees and Assessments
The resignation of a member shall not affect the members' obligation to pay all fees and assessments or other financial obligations owing to the League and/or his team prior to the date of resignation. The League may however, refund all or part of the membership fees paid by the player provided that the player's resignation is prior to the commencement of the season. Any costs or fees due his team that he has previously committed to are still due and payable.
ARTICLE XXI - PLAYER MOVEMENT
Section 1. Manager Consent and Player Release.
Any player wishing to leave his team during the season must have his manager's consent before leaving. This action must be approved by the Player Representative and League President/Commissioner.
Any player can be released unconditionally and be put on another team by the Player Representative or the League President/Commissioner.
If a player wishes to leave without his manager's consent and is deemed a "core" player as denoted on the final roster, the gaining team must give up its next seasons first (1st) round draft pick to the losing team.
Section 2. Denoting of Core Players
A core player is a player who the manager deems an integral part of the team and if lost would do considerable harm to the capability of teh team's chances of winning. Seven such players must be duly noted at either the April 1st meeting or on the final roster date of July 3rd. If this list is not turned in by July 3rd the team loses its rights to protect players for the next season.
ARTICLE XXII - CONSTRUCTION OF BY-LAWS
All questions as to the meaning of these By-Laws, shall be determined by the Board of Directors.