OFFICIAL BY-LAWS of Leeds Youth Athletic Association, Inc.
Article I. Name and Purpose
Section 1.01 | This organization shall operate and be called "Leeds Youth Athletic Association, Inc., also referred to herein as "LYAA”.
Section 1.02 | LYAA is a community organization whose purpose shall be to promote, encourage, direct, and operate athletic programs for the youth of Leeds, Alabama. The LYS shall also strive to promote ideals of good citizenship as well as good sportsmanship through its athletic programs and activities, and for the benefit of the community.
Section 1.03 | LYAA shall be a non-denominational organization and shall not discriminate toward any person because of their race, creed, color, or national origin.
Section 1.04 | LYAA shall exist and operate for such purposes as will qualify it as a non-profit organization pursuant to the appropriate provisions of section 501(c) of the Internal Revenue Code.
Section 1.05 | LYAA is currently franchised through organizations such as Dixie Youth Baseball, Dixie Boys Baseball, American Youth Football, ASA and the USSSA.
Section 1.06 | LYAA can serve any relationship and associate with any other organization which LYAA deems appropriate.
Article II. Governing Body
Section 2.01 | The government and the management of LYAA shall be vested in a Board of Directors according to the corporate Articles of Incorporation.
Section 2.02 | The Board of Directors shall consist of a minimum of three (3) members.
Section 2.03 | The elected Directors shall be the commissioners of the various sports leagues that are approved by the Board as participants in LYAA during any given year. The High School Athletic Director and the City Parks & Recreations Director shall be de facto members of
the Board.
Section 2.04 | Commissioners shall be elected by the parents or legal guardians of majority number of members within the respective participating sport team.
Section 2.05 | Each elected Director shall serve for a term of one (1) year and shall serve until a successor has been elected. The High School Athletic Director and the City Parks & Recreations Director shall both serve on the Board for as long as they carry their respective position.
Section 2.06 | Vacancies on the Board shall be filled by the respective league. Any Director who is elected to fill a vacancy shall serve for the remaining portion of the unexpired term.
Section 2.07 | In the event that any sports league fails to elect a commissioner to serve as a member of the Board within ninety(90) days of any vacancy, whether to fill a premature vacancy or to fill an expired term, the Board may act to elect a Commissioner to represent that sports league on the Board for the duration of the vacancy.
Section 2.08 | In the event that the High School Athletic Director or the City Parks & Recreations Director shall formally decline to serve on the Board, then such position on the Board shall be considered as vacant.
Section 2.09 | Directors may be elected to successive terms.
Section 2.10 | Directors shall receive no compensation for their services, but any Director shall be entitled to reimbursement for actual and necessary expenses incurred in the performance of their duties.
Article III. Powers & Duties of the Board
Section 3.01 | The Board of Directors shall have the power and authority to carry on the affairs of the Corporation and in doing so may elect or appoint all necessary officers or committees; may employ all such employees as shall be requisite for the conduct of the affairs of the Corporation; may fix the compensation of such persons; may prescribe the duties of such persons; may dismiss any appointive officer, agent or employee without cause or notice; and may enter into contract or other agreements consistent with the purpose of the Corporation.
Section 3.02 | The Board may, in the absence of an officer, delegate his or her powers and duties to any other officer or Director for the duration of such absence.
Section 3.03 | The Board shall have and exercise all powers set forth In the Articles of Incorporation and all powers enumerated in the Alabama Business and Non-profit Entities Code as may be amended from time to time.
Section 3.04 | The Board of Directors shall set the qualifications for all coaches and participants, and shall adopt the rules, regulation, and guidelines for league play.
Section 3.05 | A majority of Directors, at its sole discretion, may ask for the resignation of a Director for failure to attend regular or special meetings of the Board, for otherwise neglecting or failing to perform or fulfill their duties, or, for what the Board considers to be, in the best interest of the Board.
Section 3.06 | In the event that the Board votes in the majority to request the resignation of a Board member, and such member does not agree to resign, the Board may vote to terminate the appointment at any time; thereby, a vacancy shall be created and filled according to these Bylaws.
Section 3.07 | The Board, by resolution adopted by majority of the Directors, may designate and appoint one or more committees each of which shall consist of one or more Directors, which committee, to the extent provided in such resolution, shall have and exercise all the authority of the Board of Directors, except that no such committee shall have the authority of the Board in reference to amending, altering or repealing these Bylaws; electing, appointing or removing any member of any such committee or any Director or officer of the Corporation; adopting a plan of consolidation; authorizing the sale, lease, exchange or mortgage of all the substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the Corporation; or amending, altering or repealing any action or resolution of the Board of Directors.
Section 3.08 | The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual Director of any responsibility imposed upon it by law.
Section 3.09 | Any action required by the Alabama Business and Non-profit Entities Code to be taken at a meeting of the Board of Directors or any action which may be taken at a meeting of the members or Directors of a committee may be taken without a meeting if consent in writing including, but not limited to, email. If such action is taken the written consent of each Board member will be recorded by the Secretary. Any such writing must set forth the action so taken, and such action must be signed, or acknowledged in an email, by all of the members entitled to vote with respect to the subject matter thereof or all of the Directors or all of the members of the committee as the case may be. Such consent shall have the same force and effect as unanimous vote and may be stated as such in any articles or documents filed with either the Probate Judge or Secretary of State.
Section 3.10 | The Board, except as in the By-Laws otherwise provided, may authorize any Board Member, officer or agent to enter into any contract or execute any instrument in the name of and on behalf of the LYAA. Such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer or agent shall have the power or authority to bind the LYAA by any contract or engagement, or to pledge its credit, or to render it liable for any purpose of to any amount.
Section 3.11 | A Board Member shall attend regular City Council meetings.
Section 3.12 | The Board may increase or decrease the number of Directors. Any such approval may occur at any regular meeting.
Section 3.13 | The Board shall maintain adequate and correct accounts, books and records of its business. All such books, records and accounts shall be kept at a secure location as approved by the Board.
Article IV. Officers
Section 4.01 | The Board shall at the annual meeting elect from its membership the following officers:
President
Vice President
Secretary
Treasurer
Section 4.02 | President.
The President of the Board shall preside at meetings of the Board.
The President shall do and perform such duties as from time to time may be assigned by the Board.
It is the President's primary responsibility to direct all programs in a manner that will result in a recreation outlet being provided for as many children as possible.
The President is charged with assuring that the rules and regulations for the local program(s) are adhered to and that the official rule guide of each specific sport is followed.
The President is accountable for ensuring park representation at District and State meetings, as well as other official functions of each sport.
The President is responsible for recommending yearly and long-range objectives to the Board for consideration.
The President will be responsible for the development of the management plan for park facilities and their maintenance.
Section 4.03 | Vice President.
The Vice-President will be responsible for the development of the management plan for concessions operations. The Vice-President will also be in charge of uniform pricing, ordering and working with Commissioners for uniform and equipment ordering.
The Vice-President shall work with the Treasurer on uniform and equipment budgets.
In the absence or disability of the President, the Vice-President shall perform all duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions upon, the President.
The Vice-President is responsible for coordination the yearly and long-range objectives approved by the Board.
Section 4.04 | Secretary.
The Secretary shall keep or cause to be kept, a book of minutes of all meeting of the Board, with the time and place of holding, whether regular or special, and if special, how authorized, the notice thereof given, and the names of those present at the meetings, and the proceedings thereof. The Secretary shall give, or cause to be given, notice of all meetings of the Board required by the By-Laws or by law to be given.
The Secretary will work with the Treasurer to keep all books, records and papers including written contractual obligations of LYAA.
The Secretary will assist the Commissioners in registration. The Secretary will maintain the LYAA website providing information necessary for the members.
Section 4.05 | Treasurer.
The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct amounts of the properties and business transactions of the LYAA, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, and surplus. The books of account shall be open to inspection by any Board Member at all reasonable times.
The Treasurer will keep accurate records of all transactions, prepare monthly analysis of all monthly receipts and disbursements and pay all valid billings of the program.
The Treasurer is responsible for acquiring insurance for ail leagues before the players begin practice.
The Treasurer is responsible for ensuring the completion of the certificates of billing franchise fee forms, including state and national levels. An annual budget of estimated expenditures shall be prepared with the assistance of the League Commissioners.
The Treasurer will establish and maintain an operating account at a local bank. All elected board members will be authorized signers on the account. All checks over $500 will require two signatures from elected board members. An annual tax return, prepared by a Certified Public Accountant, must be prepared by the deadline of the following tax year.
Article V. Meetings of the Board
Section 5.01 | The Board may call special meetings or work sessions at the request of any Board member.
Section 5.02 | Meetings of the Board shall be held at such place or places as may be determined either by the Chairman or by a majority of the Board.
Section 5.03 | Regular meetings of the Board shall be held on the 3rd Tuesday of every odd numbered month beginning at 6:00p.m. These meetings are open to the LYAA membership.
Section 5.04 | Special meetings may be held at any time upon the call of the Chairman or a majority of the Board.
Section 5.05 | All members of the Board will be voting members. All Board positions will carry one full vote.
Sections 5.06 | A majority of Directors currently elected will be required for a quorum for the transaction of business.
Section 5.07 | A vacancy on the Board shall not be considered when determining a quorum.
Section 5.08 | The action of a majority of the Directors present at any meeting at which a quorum is present shall be the action of the Board of Directors.
Section 5.09 | Written notice of the time and place of special meetings shall be delivered personally to the Board or sent to each Board Member by letter, email or by fax, charges prepaid, addressed to him/her and his/her last known address or as it is shown upon the records, or if it is not shown on such records and is not readily ascertainable, at the place in which the meetings of the Board are regularly held.
Section 5.10 | In case such notice is mailed, it shall be deposited in the United States mall at least seventy-two (72) hours prior to the time of the holding of the meeting.
Section 5.11 | In case such notice Is delivered other than regular mail, it shall be so delivered at least twelve (12) hours prior to the time of the holding of the meeting.
Section 5.12 | Attendance of a Board Member at a meeting shall constitute a waiver of notice of such meeting, except where a Board Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 5.13 | The Board shall adopt its own operating rules and/or rules of parliamentary procedures.
Article VI. League Commissioner & Responsibilities
Section 6.01 | It is the responsibility of each league Commissioner, as elected by the Members pursuant to the respective league's Standing Rules and in their capacity as a Director of the Board, to assist the Board in the direction of the LYAA program.
Section 6.02 | The Commissioner of each league is responsible for the coordination and adoption of standing rules for their league sports and submitting such rules to the Board for final approval. Standing Rules must be approved by the LYAA Board to be binding on LYAA. Standing Rules may be more stringent than the general rules of LYAA identified herein.
Section 6.03 | Each Commissioner is responsible for acquiring the adequate number of qualified managers and coaches for his/her respective sport.
Section 6.04 | All league player drafts and all all-star selections will be directed by the League Commissioner.
Section 6.05 | The League Commissioners will be responsible for league scheduling, umpire scheduling, tournament scheduling and compliance.
Section 6.06 | The Commissioners of each league must present to the Board an annual budget for their sport. The Board may require regular budget updates from Commissioners.
Section 6.07 | The Commissioner is responsible for appointing and removing division commissioners.
Section 6.08 | Each League Commissioner is responsible for the equipment of his/her respective sport.
Section 6.09 | The Commissioner of each league shall be responsible for the coordination and appointment of league officers. The names of any individual acting in any officer capacity for any league shall be subject to background checks by the Board.
Section 6.10 | Nominees for League Commissioners will be submitted by and voted on annually by present LYAA members of each of the respective sports leagues.
Section 6.11 | The current officers for each sports league shall be responsible for conducting annual Commissioner elections.
Section 6.12 | Disputes in Commissioner election results will be resolved by the LYAA Board of Directors. All decisions of the LYAA Board shall be final.
Article VII. Membership & Registration
Section 7.01 | A "Member" of LYAA shall be defined as the parent or legal guardian of any individual who is properly registered as a participant in any league or sport sanctioned by LYAA.
Section 7.02 | Although Members may have more than one participant per household, Members are only entitled to one vote per participant when voting for Commissioners.
Section 7.03 | A registration fee shall be charged for participation in each sport league.
Section 7.04 | Each sports league shall identify its own fee structure for participation. Any such fee structure hall be presented to the LYAA Board at least annually during the Commissioner budget presentations.
Section 7.05 | All registration fees must be paid prior to active participation in each sport/activity. All registration fees collected shall be deposited in the LYAA operating account.
Section 7.06 | Full refund of registration fees, less any administrative and/or transaction processing fees, will only be allowed up to but not including the ordering of jerseys/uniforms for each respective sport or activity.
Section 7.07 | Financial hardships may be available for registration as deemed appropriate by the officers of each sports league. Any such decision must be reported to the LYAA Board during Commissioner budget presentation.
Section 7.08 | A member of the LYAA may be removed by the Board whenever, in their judgment, the best interest of the LYAA will be served by the removal.
Article VIII. Miscellaneous
Section 8.01 | Each sports league shall manage and control their own daily activities, and general affairs of their respective league(s).
Section 8.02 | By-Laws may only be amended or adopted after majority approval of the current LYAA Board of Directors.
Section 8.03 | All books and records shall be open to inspection by the Board and the City of Leeds as requested.
Section 8.04 | The original or a copy of these By-laws, as amended or otherwise altered to date and certified by the Secretary, shall be open to inspection by the Board at any time. A copy of the By-Laws shall be kept at the office of the LYAA Attorney.
Section 8.05 | All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the LYAA, shall be signed or endorsed by such person or persons and in such a manner as described by these By-Laws.
Section 8.06 | The fiscal year of LYAA shall begin October 1st and end on September 30th.
Section 8.07 | A financial review of the accounts, funds and properties of LYAA by an independent third party may be requested by the Board or the City of Leeds at any time. Should it be necessary to perform a full audit, said audit shall be conducted by a Certified Public Accountant to be selected by the Board or the City of Leeds. Any entity requesting a full audit be done, regardless of the outcome of the financial review, will be responsible for any fees associated with said audit.
Section 8.08 | All funds and property received by or coming into the custody of LYAA belong to LYAA and are to be expended only for the purposes authorized by the Board for direct expenses of the operation of LYAA. Any funds used for the purchase of capital assets to be owned by LYAA may not be used without the affirmative vote of a quorum of the Board.
Section 8.09 | No contract or other transaction between LYAA and any other individual, partnership, or Corporation, and no act of LYAA shall in any way be affected or invalidated by the fact that any of the Board Members of LYAA, Commissioners, Board officers or league officers are pecuniary or otherwise interested in, or are the Officers, Directors, Partners, Owners of such other Corporations, partnerships, sole proprietorships, or other business entities. Any Director, officer, Commissioner, or league officer or any firm of which he or she may be a member or otherwise associate with, or may be pecuniarily or otherwise interested in, any contract or transaction that he or such firm so interested shall be disclosed or shall have been known to the Board at the time at which action upon any such contact or action shall be taken; and, any Board Member of LYAA who is also a Director, Officer, Partner, or Owner of such other firm or who is so interested may be counted in determining the existence of a quorum at any meeting of the Board of LYAA which shall authorize any such contract or transaction, provided, however, that such member of the Board shall be disqualified in voting to authorize such a contract.
Section 8.10 | All coaches, officers or other individuals participating in LYAA will be subject to a criminal background check. Any individual may be relieved of his/her duties by the Board if he/she does not comply with the intent and purpose of LYAA as found herein. Clarification: No board member may have a misdemeanor or felony on their background check within the last 15 years. No coach may have a misdemeanor or felony on his/her background check within the last 6 years. If any of the aforementioned is listed, the potential candidate will be denied participation.
FAILURE TO COMPLY WITH THE BY-LAWS OF THE LEEDS YOUTH ATHLETIC ASSOCIATION, INC. COULD RESULT IN REMOVAL FROM THE ORGANIZATION.