Constitution

Montgomery County Little League of Maryland, Inc.

Bylaws

Ratified January 31, 2023


Article I: Name, Organization and Purpose 


1.1 Name: The name of the corporation shall be Montgomery County Little League of Maryland, Inc. (MCLL). 


1.2 Organization: The corporation is a charitable entity organized under the laws of the State of Maryland as a non-stock corporation, which is exempt from taxation under Section 501 (c)(3) of the Internal Revenue Code of 1986, as amended. 


1.3 Purpose: The purpose of the organization is to promote and organize instructional youth sports program(s) in which good sportsmanship, fair play and safety will be practiced at all times. This includes, but not be limited to, the following: 


a. To consider and be responsive to the health, welfare and ability of each player participating in the youth sports program(s.) 


b. To encourage players to continue to develop their skills and understanding of the game in a safe and positive manner. 


c. To provide resources and guidance to coaches to assist them in teaching the fundamentals of the game to their players as well as to keep the proper context on the importance of winning and good sportsmanship. 


Article II: Board of Directors 


2.1 Duties:  The management of the corporation shall be vested in its Board of Directors which shall have full authority, consistent with these By-Laws and Maryland law, to manage and establish policies, rules and regulations for the government of the corporation. As a group, the Board shall have all powers necessary for the administration of MCLL including the control and disposition of the property and funds of the corporation.  Individual members of the Board shall have the authority designated to them based on these By-Laws and Maryland law.


The powers and duties of the Board shall include, but are not limited to the following: 


a. Cultivate an atmosphere within MCLL where it is understood that the primary objective is to teach players the fundamentals of the game that they are playing in a safe and positive manner. 


b. Promote the league in the surrounding community and assist in all registration efforts. 


c. Establishment and enforcement of rules and regulations for players, coaches, volunteers and others associated with MCLL


d. Operation of the youth sports programs for the various seasons including coach and player registration efforts, scheduling of the seasons, responding to incidents on an as needed basis as well as other duties that may be needed to run the seasons. 


e. Establishment and collection of player registration and sponsorship fees, donations or any other revenue sources deemed worthy to pursue. 


f. Approval of an annual budget that includes the projected costs necessary to conduct the activities of MCLL. 


g. Authorize the disbursement of funds necessary to conduct the activities of the youth sports programs. 


h. Discipline of any player, coach, volunteer or other person associated with the league. 


i. Shall help to promote the organization and assist in any fundraising efforts held by the league. 


j. Designation of officers and committees for the good working order of MCLL. 


k. Appointment and supervision of the league’s Executive Director, if the position is deemed necessary. 


2.2 Number of Directors: The corporation’s Board of Directors shall consist of such number of Officers and At Large Directors (collectively also referred to herein as “Directors”) which shall be determined from time to time by the Board of Directors of the corporation; provided, however, that in no event shall the number of Directors be fewer than three (3) persons. 


2.3 Appointment of Directors: The appointment process, eligibility and term of office are described as follows: 


2.3.1 Appointment Process:



2.3.2 Eligibility: 



2.3.3 Term of Office:


a. Directors shall be elected and appointed to one (1) year terms. Appointed individuals shall take office on November 1 and their term shall expire on October 31 of the following year. Directors appointed as a replacement shall complete the original Director’s term regardless of the normal term. The goal is to stagger the terms of Directors to maintain institutional knowledge within the league and to provide a path of continuity for league operations. 


2.4 Meetings: Regular meetings shall be held monthly unless otherwise decided by the Board of Directors. 


a. Special Meeting: Special meetings of the Board shall be held upon the call of the President of the Board or by the written request of a minimum of four (4) Directors. The call shall designate the time, date and place of the special meeting and be sent to all Board of Directors. 


b. Action without a Meeting: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by the majority of the Board of Directors. Such written consent must be filed with the minutes of the Board and be available for review upon request. Such consent shall have the same effect as if the meeting had taken place. 


c. Presence at Meetings: Directors of the Board may participate in a meeting by physically being present or the Directors may utilize conference telephone or similar equipment that will allow persons participating in the meeting to hear each other. A Director may also participate in a meeting if a written and signed proxy statement is submitted to the Board. 


2.5 Notice: The regular Board meeting schedule should be posted on the league’s website. Any change to the regular meeting schedule or any special meeting requires notice to be sent to the entire Board of Directors with at least three (3) days given in advance of said meeting. Exception: cancellations of Board meetings due to weather or other extenuating circumstances. 


2.6 Quorum: The presence in person or by proxy of one-half of the voting Directors of the corporation shall constitute a quorum for the transaction of business at any meeting of the board. 


2.7 Manner of Acting: The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board unless the act of a greater number is required by these Bylaws. 


2.8 Voting: Each Director of the Board of this corporation shall be entitled to cast one (1) vote in person or by proxy upon each subject submitted to vote. A proxy will only be deemed valid and operational if the proxy is signed by the absent Director and filed with the Secretary of the corporation. Exception: a Board member may not cast their vote on any issue deemed to be a conflict of interest and must therefore abstain from voting on that issue. 


2.9 Resignations: Any Director elected or appointed to the Board may resign at any time by giving written notice of resignation to the Board of Directors. Any such resignation shall take effect at the time specified therein or, if the time is not specified therein then it shall take effect immediately upon receipt. In addition, four (4) consecutive absences from the Board’s meetings without a valid reason, as determined by the majority of the Board of Directors, shall be deemed as a resignation. 


2.10 Removal: The Board may remove any Director elected or appointed to the Board from such position whenever in its judgment the best interests of the corporation would be served thereby. Any Director whose removal has been proposed to be voted on shall be notified, if not present, and given the opportunity to be heard at a meeting prior to the removal vote taking place. The vote to remove a Director must be approved by a majority of the entire Board regardless of a valid quorum being present. 


2.11 Vacancies: Any vacancies occurring on the Board may be filled by an affirmative vote by a two-thirds (2/3) majority of the members of the Board present at the meeting. A Director elected to fill a vacancy shall be elected for the unexpired term of the Director’s predecessor. 


2.12 Compensation: Directors shall not receive compensation for services performed, but are eligible to receive discounts on registration or other credits offered to volunteers. Directors shall receive reimbursement of out-of-pocket expenses incurred in furtherance of corporate business and in accordance with the corporate reimbursement policy.


Article III: Officers 


3.1 Officers: The officers of the corporation shall be as follows: a President, a Vice President, a Treasurer and a Secretary. The same individual may not hold more than two offices.


3.2 Election and Term: The officers of the corporation shall be elected annually by the Board. All officers must be elected from the Directors of the corporation. 


3.3 President: The President shall preside at all meetings and shall be an ex-officio member of all committees and shall appoint directors and/or other individuals to the various committees. The President shall be responsible for the general management of the league and to verify that all orders and resolutions that the Board approved are carried into effect. The President will also be responsible (with assistance from the designated Player Agent) to examine the registration application and related documentation (including proof-of-age) to be able to certify that the player is eligible (for residency and age restrictions) to participate in the league. 


3.4 Vice President: The Vice President shall assume those management responsibilities as may be designated by the President. The Vice President will also act in place of the President and perform those duties whenever the President is absent or otherwise unable to perform his or her duties. The board may determine that at-large offices of Vice President be added as needed to support the operation of the league and provide continuity.


3.5 Treasurer: The Treasurer shall have the responsibility for and supervision of the funds, accounts and investments of MCLL and shall keep accurate records of all receipts and disbursements. The Treasurer shall receive all monies and pay all bills of the organization in a timely manner. The Treasurer shall provide a financial report of the current financial condition of the organization at each Board meeting. 


3.6 Secretary: The Secretary of the corporation shall keep accurate records and minutes of all meetings of the corporation as well as to make copies of the minutes available and distribute the previous meeting’s minutes in advance of each meeting. The Secretary will issue notices of meetings of the Board in a timely manner and perform such other duties as are incident to the office. These other duties include preserving the corporate records in a safe manner, having a copy of the By-Laws at all Board meetings as well as maintaining a complete directory of the members of the Board. 


Article IV: Other Directors 


4.1 At Large Directors: The corporation’s Board of Directors shall consist of such number of Directors which shall be determined from time to time by the Board. The At Large Directors shall assist the Officers of the Board with various tasks as requested as well as to serve on Committees that they are appointed to.  MCLL has the following specific At-Large positions established to assist in the conduct of the league’s youth sports programs:


4.1.1 Player Agent: The Board of Directors at its discretion may establish  a Player Agent position for each chartered Division and separate player agents for baseball and softball.  The designated individual(s) will be responsible for the following: 


a. Receive and record all player registrations and maintain an accurate record of all players registered to participate in the league. 


b. Assist the Chairperson in verifying residence and age eligibility. 


c. Conduct the tryouts, player draft and all other player transactions or selection meetings. 


d. Prepare team rosters (including players claimed) and tournament team eligibility affidavit for the President’s signature and submission to Little League International (LLI). 


e. Notify LLI of any subsequent player replacements. 



4.1.2 Safety Officer: The designated individual will be responsible for the following: 


a. Create awareness (through education and information) of the opportunities to provide a safer environment for players participating in the league. This includes the annual training required for concussion awareness for coaches at the Spring coaches meeting as well as other practical insights such as appropriate behavior with minors. 


b. Review safety related concerns identified (fields, equipment or other items) and make recommendations to the Board in order to address the situation. 


c. Be the point contact for any reported incidents that resulted in a player injury. The Safety Officer would review the details and make any necessary recommendation to the Board. In addition, this individual will notify all appropriate persons (including district and national offices) when required and provide any needed follow-up to the incident. 


d. Initiate and review all background checks (performed by the independent third party) of potential volunteers for appropriateness. All potential coaches and Board members are required to have a background check completed on them annually. Any concerns raised during this process will be reviewed with the President or Vice President to determine next steps including potentially contacting the individual to get additional information and possible discussion among other Board members (without disclosing the name of the potential volunteer.) Any incidents of violence or lack of stability will automatically preclude said individual from volunteering as a coach or Board member. 


4.1.3 League Information Officer: The designated individual will be responsible for the following:


a. Set up and manage the league’s official website;


b. Set up online registration and ensure the league rosters are uploaded to LLI;


c. Assign online administrative rights to other local volunteers;


d. Encourage creation of team web sites to managers, coaches, and parents;


e. Ensure that league news and scores are updated online on a regular basis;


f. Collect, post, and distribute important information on league activities;


4.1.4 Division Representatives:   MCLL in order to comply with LLI requirements may be divided into chartered “Divisions” (e.g. by geography or other manner permitted by LLI).  In order to provide sufficient representation for each chartered Division in MCLL there will be a minimum of 3 at-large positions allocated for each division. These positions can be filled by any volunteer who is eligible to participate in that  chartered Division.

Article V: Committees 


5.1 Committees: The Board shall from time to time establish committees and shall designate the authority, duties and responsibilities of such committees. Members of the committees, other than the Chair thereof, need not be Directors of the Board. The President of the Board of Directors shall appoint the members and Chair of each committee formed and may remove any appointed member whenever the President’s judgment concludes that the best interests if the corporation shall be served by such removal. 


5.2 Standing Committees: Certain committees have been established to address specific needs of the corporation and will continue to operate on an ongoing basis. These committees are as follows: 


a. Executive Committee: The Executive Committee shall consist of the President, the Vice President, the Treasurer and the Secretary. The Executive Committee shall develop recommendations with respect to various matters pertaining to the affairs of the corporation and shall report such recommendations to the Board of Directors for action. In circumstances that require expeditious action between meetings, the Executive Committee shall have the power to take any necessary actions needed. The minutes of the Executive Committee shall include a summary of the circumstances requiring any expeditious action taken by that committee and the minutes shall be submitted to the Board of Directors for review. 


b. Finance Committee: The Finance Committee shall consist of the Treasurer and a minimum of two other members of the Board. The Finance Committee is tasked with preparing an annual budget to be submitted to the Board of Directors as well as reviewing the ongoing financial results of the corporation. The Finance Committee shall develop recommendations to ensure the financial viability of the corporation and assist with long term planning. The Finance Committee will also review its annual tax return (Form 990) for accuracy and provide a statement to the Board about its findings. 


5.3 Quorum and Rules: Each committee created pursuant to this Article V may adopt rules for its government not inconsistent with these By-Laws or with rules adopted by the Board. 


5.4 Meetings: The Chair of each committee shall decide the timing and manner in which meetings will occur provided that members of that committee are given a minimum notice of at least one (1) day. 


Article VI: Accounts and Records 


6.1 Fiscal Year: The corporation’s fiscal year shall commence on November 1st and end at the close of business in October 31st of each year. 


6.2 Bank Accounts: All funds received by the corporation shall be deposited in a FDIC insured financial institution in the corporation’s name.  


6.3 Authorization and Indebtedness: The President and Treasurer are authorized to sign checks and along with the Executive Director (or Vice President if the Executive Director position is not filled) are the only Board members authorized to bind MCLL legally for any and all contracts, notes or other items with costs greater than $1,000. 


6.4 Budget: The Board shall receive and approve an annual budget that identifies the planned sources of support and revenue as well as the expenses to be incurred including any capital expenditures or major purchases for each year. 


6.5 Books and Records: The corporation shall keep correct and complete books and records of account and shall also keep a copy of all minutes of its Board proceedings. All revenues and expenditures will be properly categorized among the programs. All expenditures shall be properly documented with receipts before disbursement of payment can be made. All books and records of the corporation may be inspected by any Director or the Director’s agent, during normal business hours with reasonable notice and for all proper purposes. 


Article VII: Registrations and Related Policies 


7.1 Player registrations: Each player must be registered by the player’s parent or guardian in order to participate in the youth sports program. A registration form needs to be completed in its entirety and will include a minimum of the following items: 


a. Name of player 

b. Age – including birth date. 

c. Home address of player. 

d. Name of school that the player is attending and current grade. 

e. Parent/guardian name and contact information. 

f.  Emergency contact information. 

g. Intended level of play. 

h. Any medical conditions or allergies of the player. 

i.  Uniform sizes needed for the player.

j.  Signature of the parent or guardian on the registration form. 

k. Signed Parent’s Code of Ethics statement. 

l. Signed liability waiver.


The parent or guardian will need to provide proof of age for new registrations as well as proof of residency or school attendance within the league’s boundaries as may be requested by the league. 


7.2 Volunteer registrations: Each head coach, assistant coach or other volunteer shall complete an application form and receive approval from the Board of Directors before attending any practices or games. Each volunteer will be required to participate in background checks at least annually and will complete the application form in its entirety. Each volunteer will also agree to adhere to a Code of Conduct established by MCLL, attend any required trainings and assist in promoting league events. 


7.3 Non-discrimination policy: The corporation, its Board of Directors, appointed officers, coaches, parents, players and volunteers may not discriminate against any participant in our sports programs on the basis of race, color, gender identity, sexual orientation, religion, national or ethnic origin, physical disability or athletic ability. All participants of the programs will abide by the rules and regulations set forth by the Board.



Article VIII: Appointed Officers and Staff


8.1 Appointed Officers: Based on its operational needs, the Board of Directors may appoint an Executive Director to be the chief executive officer of the corporation, as well as any support positions deemed necessary by the Board of Directors. The responsibilities of this position include, but are not limited to, are as follows: 


a. All day to day operations of the corporation and any other duties assigned by the Board of Directors. 


b. The Executive Director may appoint and be responsible to supervise any other staff hired to fulfill the needs of the corporation. 


c. The Executive Director shall attend and participate in meetings of the Board of Directors and Committees as assigned by the Board. The Executive Director does not have a vote on items presented to the Board of Directors for action. 


d. The Executive Director will be present at player registrations and will actively promote the corporation within the surrounding community and represent the corporation at any meetings. 


This position shall be supervised by the Board of Directors and is subject to hire and termination by the Board of Directors. The Executive Director and all support staff may be compensated for his or her time spent on activities of the corporation at a level to be determined by the Board of Directors. 


Article IX: Miscellaneous 


9.1 Indemnification: The corporation shall indemnify any and all of its Directors, officers, agents or any other person who may have served at its request, against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or party, by reason of being or having been a Director or officer of the corporation, except in relation to matters as to which any such individual shall be adjudged in such action to be liable for gross negligence or willful misconduct in the performance of duty and to such matters as such be settled by agreement predicated on the existence of such liability. 


9.2 Insurance: The corporation will purchase and maintain insurance coverage in order to indemnify qualified individuals including the Board of Directors, officers or its agents. The corporation will also purchase and maintain insurance coverage for the operation of the league’s sports programs in reasonable and sufficient amounts to protect the corporation. 


9.3 Conflict of Interest Policy: Any member of the Board, officer, employee, committee member or an agent of the corporation that has an interest in a contract or other transaction or determination presented to the Board of Directors or a committee of the corporation for recommendation, authorization, approval or ratification shall give prompt, full and frank disclosure of his or her interest to the Board of Directors or committee prior to its acting on such transaction. 


The body to which the disclosure is made shall thereupon determine, by majority vote, whether the disclosure shows that a conflict of interest exists in fact or in appearance. If a conflict is deemed to exist then such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or respond to questions) in the discussions or deliberations of that transaction. Such person may not be counted in determining the existence of a quorum at any meeting where that transaction is under discussion or is being voted upon. The minutes of the meetings shall reflect the disclosure made, the vote thereon and, where applicable, the abstention from voting and participating, and whether a quorum was present. 


Article X: Amendments and Operational Documents


10.1 Amendments: These By-Laws may be amended, altered or replaced in whole, or in parts by a two-thirds (2/3) majority vote of the Board of Directors present at any duly constituted meeting of the Board of Directors. Proper notice shall be provided to all members of the Board, as defined in Section 2.3 above. In addition, the notice needs to disclose that amending the By-Laws shall be considered at that meeting.


10.2 The following operational documents shall be reviewed and voted on by the Board of Directors on an annual basis.