Articles of Incorporation

ARTICLES OF INCORPORATION

OF MORA TRAVELING BASEBALL ASSOCIATION

Updated October 2024

The undersigned incorporator is an individual 18 years of age or older and adopts the following articles of incorporation to form a nonprofit corporation (Chapter 317A).

ARTICLE 1 – NAME

The name of this association shall be MORA TRAVELING BASEBALL ASSOCIATION (MTBA)

ARTICLE 2 – LOCATION

The principle place of business of this association and its location shall be the Mora area community

ARTICLE 3 — PURPOSE

This association is organized exclusively for charitable, religious and educational as specified in Section 501(c)(3) of the Internal Revenue Code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

The purpose of this association is:

• is to provide Mora youth an opportunity to develop their skills as baseball players while getting to participate at a competitive level.

• to develop skills, confidence, sportsmanship, teamwork, and to have fun.

Our Philosophy:

Every player should have an opportunity to participate and develop.  This does not necessarily equate to equal playing time.  Actual playing time may vary based on positions played, age level, roster size, and other circumstances.  Coaches must use judgment in balancing the needs of individuals and the needs of the team.  Winning is important, but only in the context of individual and team development.

ARTICLE 4 — EXEMPTION REQUIREMENTS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons or shareholders, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provisions of this document, the corporation shall not carry on any other activities not permitted to be carried on by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE 5 – MEMBERSHIP

Membership in this association shall be residents of Mora School District, someone who is employed in the Mora District and open enrollment to neighboring communities.  Each member shall be entitled to one vote for elections of the Board of Directors who will be responsible for the management of this association.

EXCEPTIONS to this rule are as follows:

1. To bring 1 or 2 teams in one age group up to 12 or 24 players unless the Head Coach of one or both of the teams prefers less than 12 players on his roster.  Open enrollment will take place after the registration date and only in an age group needs more players to field a team.  No Mora player will be turned away unless registrations have been closed. 

ARTICLE 6 – OFFICERS

The officers shall consist of the CEO/President, Vice President, Secretary and Treasurer.  Said officers shall be elected for the term of two calendar years (Oct. 31 to Oct. 31) by general membership.  The duties of such officers shall be those usual for such officers, and may be defined by the Board of Directors.

ARTICLE 7 – BOARD OF DIRECTORS

The Board of Directors shall consist of a minimum of fifteen members, including CEO/President, Vice-President, Secretary, Treasurer, and Directors.  The elected members are to serve two year terms with the exception of the Directors which is a one year term.  There are no term limits. 

ARTICLE 8 – NOMINATION AND ELECTION

Nominations and elections of officers are to be open to membership and will be conducted at the annual meeting in October.  Board of Directors will be allowed to run for any Board position up for election if they choose thus vacating their position for the balance of their term.  The vacated position would then be filled by another elected member for the remainder of the vacated position’s term.   

PRESIDENT AND TREASURER IN ODD NUMBERED YEARS 

VICE-PRESIDENT AND SECRETARY IN EVEN NUMBERED YEARS

ASSOCIATE DIRECTORS VOTED ON EVERY YEAR

ARTICLE 9 – VOTING RIGHTS

Each member shall be entitled to one vote at elections and actions of the association except CEO/President.  If a member is not in attendance at a meeting votes may be made electronically.   Votes shall be cast by voice from the members present at the meeting or by secret ballot if one member objects to voice vote.  Members shall not be permitted to vote by proxy.  Cumulative voting shall not be permitted.  In case of dispute, the right to vote shall be determined by the Board of Directors, and in such case no vote may be cast until a final determination is proven regarding members.  The CEO/President will not vote unless there is a tie.  

ARTICLE 10 – MEETINGS

1. The annual meeting of the association shall be held in October of each year whereas the nomination and election of new officers shall take place.  

2. A regular agenda or meeting shall be set by the Board of Directors.  Notice of meetings will be given at least one week in advance prior to the meeting, stating time and place.  Notice of meetings will be announced via email, website or published in the Kanabec County Times.

3. In case of a special meeting which can be called by the members of the Board of Directors, notice shall be given one week prior to the meeting. 

4. Order of Business:  The suggested order of business, as far as possible, shall be:

1. Calling to order

2. Roll call

3. Secretary’s Report

4. Treasurer’s Report

5. Committee Reports

6. Old Business

7. New Business

8. Adjournment

ARTICLE 11 – BOARD MEETINGS

Board meetings shall require a majority of the Board of Directors present as a quorum. 

ARTICLE 12 – VACANCIES

The Board of Directors shall fill any vacancy in the office of a Director, or an officer for the remaining term. 

ARTICLE 13 – COMMITTEES

Operating committees shall be created to support Mora Traveling Baseball with the advice and approval of the Board of Directors.  Special committees may be appointed at any time by the CEO/President, or by the Board of Directors.  The Board of Directors may grant a committee authority to act.  A committee shall meet upon the call of the Chairman thereof, or of the CEO/President of the Association.  

ARTICLE 14 – DUTIES OF THE CEO/President

The CEO/President is the liaison between the board of directors and any managers or directors of the nonprofit. 

ARTICLE 15 – DUTIES OF THE CEO/PRESIDENT

The CEO/President shall be the Chief Executive Officer of the association.  He or she shall preside at all meetings of the members and of the Board of Directors.  He or she shall have all of the general powers and duties that are usually vested in the CEO/President of a corporation.  

ARTICLE 16 – DUTIES OF THE VICE PRESIDENT

The Vice President shall take the place of the CEO/President and perform those duties whenever theCEO/ President shall be absent or unable to act.  If neither the CEO/President nor the Vice-President is able to act, the Board of Directors shall appoint some member of the Board to do so on an interim basis.  The Vice President shall also perform such other duties as shall from time to time be imposed upon him or her by the Board of Directors. 

ARTICLE 17 – DUTIES OF THE SECRETARY

The Secretary shall keep the minutes and other official records of the Association, handle correspondence and perform such other duties as may be assigned to him/her by the Board of Directors and incident to the office of secretary. 

ARTICLE 18 – DUTIES OF THE TREASURER

The treasurer shall keep an accurate account of all monies received by him/her and deposit the same in the name of the association in such account, or accounts, as shall be approved by the proper officers of the Association, whose approval shall be authorized by motion or resolution of the Board of Directors.  At each monthly meeting of the Board of Directors he/she shall make a statement of the financial condition of the Association, and at the annual meeting of the Association he/she shall submit a detailed report of the financial statement of the Association for the preceding fiscal year, which such report shall be audited either by the Board of Directors or an accountant designated by the Board of Directors. 

ARTICLE 19 – POWERS OF THE DIRECTORS

The Board of Directors shall have the following specific powers.

1. To appoint delegates to the different associations of which this Association  may be a member, or for the purpose of conferring with any association of similar corporation respecting any matter in which the Association may be concerned. 

2. To expel or suspend a member for any conduct in violation of the By-laws or improper or prejudicial to the interests of the Association.

3. To make rules for the conduct of the members of the Association and for their use of the Association property.

4. To fix and enforce penalties for the violation of the By-laws and rules.  

ARTICLE 20 – PROPERTY RIGHTS

No member shall have any property rights in the property of the Association.  The property of the association, both real and personal, shall be under the management of the Board of Directors. 

ARTICLE 21 – FUNDRAISING AND SPONSORS

Individual teams shall be allowed to fundraise for that team to cover costs that may  be incurred throughout the season.  

Individual teams shall be allowed to use sponsors as long as: 

1. The sponsors have not sponsored the Association in the previous 2 years. 

2. Any property of the Association has not been altered with graphics.

3. Obtain Board of Directors approval before manufacturing of uniforms begins. 

4. No funds from the Association shall be given to fund individually sponsored team uniforms.

ARTICLE 22 – ELECTED OFFICER STIPEND AND BOARD OF DIRECTORS EXPENSE REIMBURSEMENT

1. Elected officers (CEO/President, Vice President, Treasurer, and Secretary) will receive a stipend of $599 per year for fulfillment of their duties pertaining to the Association.  Payments will be made in November.  This stipend will come out of the MTBA general fund.  

2. Association expenses such as fees, hotels, and current mileage IRS rates may be paid by the association for expenses directly related to MTBA business.  An expense form will be required to be submitted to the MTBA Board.  If the expenses are associated to gambling, the gambling account will pay for them.  If the expenses are associated with general baseball, the general account will pay for them.

ARTICLE 23 – DURATION/DISSOLUTION of ASSOCIATION

The duration of the corporate existence shall be perpetual until dissolution.

Upon the dissolution of the corporation, assets of the corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or a state or local government, for a public purpose.

ARTICLE 24 –DETERMINING ROSTERS AFTER TRYOUTS

After tryouts are complete, the top 8 players will earn a spot on the top Tier level.  The remaining 3-4 spots will be filled by the evaluation staff and the head coach.  

**NOTE:  Please also refer to article 3 about rosters.