Code of Regulations (i.e. Bylaws)
Article I. General Provisions
Section 1. Name.
The name of the Association shall be the Vintage Base Ball Association (“Association”), located in Stark County.
Section 2. Purpose.
The purposes of the Association shall be to help preserve, perpetuate, and promote the history and heritage of the game of base ball as it was played during its formative years and other historic eras, in order that these may contribute to the present and future of baseball to inspire and inform future generations. This worthy objective shall be accomplished by the following activities and endeavors:
- Presenting the game of base ball as it was actually played in accordance with the rules, equipment, uniforms, field specifications, customs, practices, language, and behavioral norms of the period.
- Supporting the formation and strengthening of vintage base ball clubs by sharing vintage base ball information, setting standards of historical accuracy and participation, and providing a means to recognize and communicate with other vintage base ball clubs.
- Encouraging research and disseminating information in order to recreate the game in keeping with the highest levels of accuracy and authenticity.
- Educating the public regarding the character, history, and growth of the game with attention to the historical context in which it originated and developed.
In order to achieve its goals and sustain the traditions and values which it seeks to honor and emulate, the Association and all of its members will conduct all matches, meetings, and other activities–both on and off the field–according to the highest standards of sportsmanship, gentlemanly behavior, courtesy, and respect for others.
Article II. Members
Section 1. Membership.
Membership in the Association shall be open to any vintage base ball club or individual interested in the purpose of the Association upon the payment of dues.
In order for a club to be considered for membership in the Association, the club must apply to the President of the Association in writing, supplying evidence that the club has meet all published membership requirements including adoption of the Association’s purpose by the members of the club. The President will forward the club’s application for membership to the Executive Board where it must receive a majority vote of the Board to be approved. In order to qualify for full membership in the Association, a vintage base ball club must meet all of the following criteria:
- It must be an organization of at least nine (9) members.
- It must agree to support the purpose of the Association.
- It must present itself on the field of play in period appropriate historic attire.
- Full members must have played a schedule of a minimum of six (6) matches in the season prior to joining the Association as a full member and during each season of membership.
Clubs not meeting the above criteria or individuals may apply for Associate Membership. Associate members will pay dues to cover the cost of communications, publications, and other expenses related to participating in the Association, but will not be eligible to vote or to have members elected as officers of the Association.
Section 2. Termination.
If a club fails to meet the standards of membership or its obligations to the Association, the Executive Board shall attempt to resolve the problem by informal means. Should a problem persist, a club’s membership in the Association may be terminated by a majority vote of the Executive Board. Once terminated, the club must re-apply for membership through normal procedures.
Membership shall be terminated for non-payment of dues or upon written resignation to the Secretary of the Association. The right to vote and all rights, title and interest in the Association shall cease upon termination of membership. No individual or club shall be entitled to share in the distribution of assets of the Association upon its dissolution.
Section 3. Rights and Duties of Members.
In order to maintain its good standing in the Association, each member club must continue to meet the membership qualifications in Section Three (3) and must support the activities of the Association by paying the dues specified in Article IV.
A club must maintain good standing as a full member in order to retain voting privileges. Only members of clubs which are in good standing may serve as officers or trustees or chair committees established by the Association.
Club Officers and field captains shall be responsible for acquainting all their members with the mission statement of the Association before such members take the field of play in a match involving another member club.
Section 4. Meetings of Members.
No fewer than one (1) regularly scheduled meeting of the full membership will be held during any year. Notice of these meetings will be issued by the Executive Board by personal delivery, mail, e-mail, telephone, or facsimile setting forth the date, time, and place of meetings. The notice need not specify the purposes of the meeting. The notice shall state the means, if any, by which a member can be present and vote through the use of authorized communications equipment. Special member meetings may also be called by the Executive Board with notice and agenda issued in advance of the meeting.
Authorized Communications Equipment. Authorized communications equipment is equipment that provides a transmission, including by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the member or director involved and allows all persons participating in a meeting to contemporaneously communicate with each other.
Section 5. Action at Meetings.
Each full member club is entitled to two votes. At all meetings of the members, the vote of each member club must be cast in person or by written proxy. Proxies shall be filed with the Secretary of the Association before being voted. At any meeting of the members, the vote of a majority of those present or represented by proxy shall decide any matter. Proxy votes may be delivered to the Secretary of the Executive Board by one of the following methods: by electronic mail, by facsimile, by U.S. mail delivery, or by hand-delivery.
Individual and associate members do not have voting rights, but may participate in the discussion of any matter.
Article III. Executive Board
Section 1. Powers.
The powers of the Association shall be exercised, its business and affairs conducted and managed under the direction of the Executive Board, except as otherwise provided by the Code of Regulations. The Executive Board shall meet quarterly.
Section 2. Number.
The Executive Board shall consist of eleven (11) individuals each of whom represents a separate member. The Executive Board will be composed of the following officers:
- Vice President
- Six (6) Trustees, representing the regions served by the Association.
Section 3. Election and Term.
In order to provide continuity in the operation of the Association and to create the opportunity for participation in the leadership of the Association, the composition of the Executive Board shall be determined as follows:
- Elections will be conducted annually at the membership meeting, with each full member club casting two votes for each elected position. Each club shall determine how its votes will be cast.
- All officers are to be elected by a plurality of all votes cast by full member clubs. In the event of a tie, a run-off election shall be conducted at the annual meeting between the two candidates receiving the most votes.
- All officer terms shall be one (1) year (or until the next election), except for the trustees, who shall serve two (2)-year terms. Three (3) trustees will be elected each year in alternating years.
- All officers are eligible for re-election and may succeed themselves in their present roles for no more than three (3) consecutive terms, except for the Treasurer. The term of the Treasurer may be extended at the discretion of the Board.
- If any member of the Executive Board or any trustee is unable to serve a full term, the Executive Board is authorized to name a new member to the Board to complete the unexpired term.
- In order to encourage full participation of all member clubs in the affairs of the Association, no more than two (2) members of the same club shall serve on the Executive Board at the same time.
Section 4. Eligibility to Serve.
In order to serve on the Executive Board, an individual must be designated as the representative of the member club. The member club shall have satisfied the dues and membership status requirements set forth in these Code of Regulations.
Section 5. Removal of an Officer.
Any Officer may be removed if the Officer has missed three (3) Executive Board Meetings without an excused absence. Officers shall be removed if they are no longer in good standing with their member club or if the member club is no longer a member in good standing of the Association.
Section 6. Vacancies.
Vacancies on the Executive Board may be filled by appointment by the Executive Board for the unexpired term or until a successor is nominated and elected by the membership.
Section 7. Role of Officers.
The President shall preside over the Association and initiate and chair the quarterly meetings of the Executive Board and the annual meetings of the full membership. The President may initiate special meetings of the Executive Board. Notice of meetings will be issued by personal delivery, mail, e-mail, telephone, or facsimile setting forth the date, time, and place of meetings. The notice need not specify the purposes of the meeting. The notice shall state the means, if any, by which a Board member can be present and vote through the use of authorized communications equipment. The President shall provide leadership to the Executive Board and serve as liaison and spokesperson of the Association.
The Vice President shall, in the absence of the President, assume and perform the duties of the office of the President and while so acting, the Vice President shall have all powers and authorities of the President. The Vice President shall have and perform such other responsibilities and duties as are delegated by the President.
The Secretary shall take the minutes of the quarterly meetings of the Executive Board, any special meetings of the Executive Board, and the annual business meeting of the Association. The Secretary shall provide copies of minutes to the Executive Board promptly (preferably, within a week) after a meeting, serve as custodian of all records and reports of the Executive Board, and assure timely notification of meetings to the Association’s membership. The Secretary shall perform such other duties as are described in the Code of Regulations or are assigned by the President.
The Treasurer shall collect and deposit all funds received by the Association, and pay all obligations of the Association as directed by the Executive Board. The Treasurer shall maintain a record of all transactions and of the Treasury and shall produce financial reports on behalf of the Executive Board. The Treasurer shall perform such other duties as are described in the Code of Regulations or are assigned by the President.
The Historian shall maintain an archive of the Association. Included in the archive are copies of the minutes of the meetings of the Executive Board and the full membership and of the Association newsletter, the membership of the Association and the Executive Board and trustees, and the financial records of the Association. The Historian shall perform such other duties as are described in the Code of Regulations or are assigned by the President.
Section 8. Veterans Board.
The Veterans Board members serve the Executive Board in the role as an advisory body. They are eligible to participate in Executive Board meetings.
There can be no more than seven member of the Veterans Board. They may serve on the Veterans Board for life, as long as they are able.
3. Eligibility to Serve.
The Veterans Board members must have served on the Executive Board for a minimum of four years. They are chosen by a majority vote of the Executive Board
Article IV. Committees
The Executive Board shall be empowered to create and appoint such committees as shall be needed to carry on the business of the Association. The chair of each committee will have the authority and right to form sub-committees and appoint sub-committee chairs as deemed necessary with the approval of the Executive Board. Committees will meet as necessary to accomplish their objectives and report to the Executive Board on their actions. The Association shall have five (5) standing committees as described below.
The Rules and Customs Committee. This committee shall conduct appropriate historical research into the way the game was played in the mid-nineteenth century and other historical eras and shall share its findings with the Association and member clubs in order to establish and improve historical authenticity. The scope of the committee shall include customs, uniforms, equipment, and conventions as well as the dissemination of and interpretation of rules. The chair will be appointed by the President and the members will be appointed by the chair.
The Nominating Committee. This committee consists of the President, a Trustee appointed by the President, and a member in good standing not presently serving on the Executive Board appointed by the President. This committee will facilitate the annual election of officers by presenting a slate of eligible candidates for consideration. The slate should be presented to the Secretary by 60 days prior to the annual convention. The Secretary shall send election ballots to all full member clubs in good standing by 30 days prior to the annual convention. To be counted, ballots must be properly completed and must be received by the Secretary at the annual convention.
The Judiciary Committee. This committee will rule on any questions or differences regarding rules and related matters that may arise between member clubs associated with the conduct of matches. The three (3) trustees in their final years of two (2)-year term shall comprise this committee, with the chair appointed by the President. If a member of the Judiciary Committee is also a member of one of the clubs involved in the matter at hand, that committee member shall ask to be excused temporarily from the committee in favor of another Executive Board member appointed by the President.
The Communications Committee. This committee will communicate and publicize the activities and events of the Association and the member clubs to the membership, the general public, local and national media, and other appropriate audiences. The committee will edit and publish a quarterly newsletter, to be supplied free of charge to all members in good standing. The newsletter will be under the direction of a Newsletter Editor, who shall be appointed by the Executive Board for a twelve (12)-month term expiring at the end of the calendar year. The committee will also maintain a website, to be available free of charge to all members in good standing. The website will be under the direction of a Webmaster, who shall be appointed by the Executive Board for a twelve (12)-month term expiring at the end of the calendar year. The chair of this committee will be appointed by the President and the members will be appointed by the chair and shall include the Webmaster and the Newsletter Editor.
The Sideline Interpreter Committee. This committee will consist of non-playing, costumed participants on member clubs. The chair will be appointed by the President; members will be appointed by the chair.
Article V. Dues
Dues for the Association shall be annual. Dues will be set each year by the Executive Board. [Current dues are as follows: full member club, fifty dollars ($50); associate member club, thirty-five dollars ($35); individual associate member, ten dollars ($10).] The invoice for membership dues for the following calendar year shall be sent by the Secretary by November 30th of each year, and payment should be received by the Treasurer by December 31st of each year.
Article VI. Conflict of Interest Policy
Section 1. Purpose.
The purpose of the conflict of interest policy is to protect this tax-exempt Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable Associations.
The Executive Board of officers and elected members have a duty of loyalty and fidelity to the Association, and must ethically exercise their duties with care, skill, good judgment and integrity for the benefit of the Association to avoid even the appearance of impropriety. Officers and members shall disclose to the Executive Board any situations in which the officer or member has a conflicting interest or duality of interest that could possibly cause that person to act in other than the best interest of the Association.
Section 2. Procedures.
Any officer or member having a conflicting interest or duality of interest in any transaction shall follow the following procedure:
Any officer or member having a known duality of interest or possible conflict of interest on any matter shall make the disclosure of such conflict to the Executive Board members. Such member should not vote or use his or her personal influence on the matter, but such member may be counted in determining the quorum for the meeting. The minutes of the meeting shall reflect the making of the disclosure and the abstention from voting. In the event an officer or member having a conflict of interest is not present at a meeting in which such matter is considered, such member shall make written disclosure of such conflict to the other members prior to the approval of the minutes of such meeting.
Section 3. Statement of Position.
The requirements in this Section shall not be construed as preventing any Executive Board officer or member from briefly stating his or her position in the matter, nor from answering pertinent questions of the Executive Board members.
Article VII. Amendments to Articles and By-Laws
Amendments to the Articles of Incorporation shall be proposed by the Executive Board and must be adopted by a majority of all votes cast by full member clubs with each club eligible to cast two votes.
Amendments to the Code of Regulations may be proposed by the Executive Board, or by member clubs, and must be adopted by a majority of all votes cast by full member clubs with each club eligible to cast two votes.
Article VIII. Fiscal Year
The Fiscal Year shall be from January 1st through December 31st of each year.
Article IX. Indemnification
Section 1. Indemnity.
The Association shall indemnify its directors, officers, employees and agents, and the heirs, executors and administrators (hereafter collectively “Indemnitees”) of such persons against all costs, expenses, judgments, damages, settlements, and other liabilities, including attorneys fees, reasonably incurred by or imposed upon the director, officer, employee or agent in connection with any claim or proceeding to which he or she may be made a party, or in which he or she may become involved by reason of being or having been an Indemnitee, and any settlement thereof, whether or not the individual is an Indemnitee at the time such costs, expenses, judgments, damages, settlements or other liabilities may be incurred.
Section 2. Negligence or Misconduct.
No indemnification shall be made in respect to any claim, issue, or matter as to which the Indemnitee is adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation unless, and only to the extent that, the court of common pleas or the court in which such action or suit was brought determines, upon application, that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court of common pleas or such other court shall deem proper;
Section 3. Maximum Indemnification.
The foregoing right of indemnification shall be in addition to all rights to which any such Indemnitee may be entitled as a matter of law, and shall be in addition to any right of indemnification which the Corporation may, under the laws of Ohio, give or extend to its director, officer, employee or agent, it being the intent hereof that said Indemnitee be indemnified by the corporation to the maximum extent legally permissible.
Section 4. Contract Rights.
The rights conferred under this Article IX shall be deemed contractual and may not, by amendment of these regulations, be abrogated with respect to any director, officer, employee or agent, heir, executor or administrator’s right to indemnification relating to actions which were taken prior to the time of such amendment.
Section 5. Insurance.
The Association may, at its expense, purchase and maintain insurance or similar protection (including without limitation a trust fund, letter of credit or self insurance) to protect itself and any Indemnitee whether or not the corporation would have the power to indemnify such Indemnitee under the law of the State of Ohio.
Article X. Dissolution
Upon the dissolution of the Corporation, all of the remaining assets of the Corporation shall be distributed only to one or more organizations created and operated for one or more exempt purposes, all of the foregoing within the meaning of Article I hereof and within the meaning of Section 501(c)(3) of the Internal Revenue Code, or shall be distributed to an agency of federal or state government exclusively for a public purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organizations, as said court shall determine, which are organized and operated exclusively for such purposes.