Providence Academy Traveling Baseball Association

Providence Academy Traveling Baseball Association

BYLAWS

OF

PROVIDENCE ACADEMY TRAVELING BASEBALL ASSOCIATION

ARTICLE I

NAME

The name of this non-profit corporation is Providence Academy Traveling Baseball Association (the “Association”).

ARTICLE II

BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors of the Association shall have such powers and authority as shall be conferred upon it by the Articles of Incorporation, these Bylaws and the statutes of the State of Minnesota.

Section 2. Number and Terms. The Board of Directors shall consist of at least five (5) seats and no more than eleven (11) seats. The initial Board of Directors shall serve a one year term commencing upon adoption of these Bylaws whereupon of those seats:

a.Four (4) shall be seats which are filled each odd numbered calendar year for a term of two (2) years;

b.The balance of the seats shall be voting seats which are filled each even numbered calendar year for a term of two (2) years; and

Section 3.Elections to Fill Seats. The seats on the Board of Directors shall be filled by election by the members of the Association (the “Members”) at their annual meetings. Any seat on the Board of Directors may be filled by the re-election of a person holding that seat. A person holding a seat on the Board of Directors is referred to in these Bylaws as a “Director”.

Section 4.Vacancies. Any vacancy occurring in a seat on the Board of Directors by reason of death, resignation, removal, disqualification or other circumstances (other than expiration of term of election), shall be filled by a majority vote of the Directors.

Section 5.Annual Meeting. An annual meeting of the Board of Directors shall be held each year at the time and place, within Hennepin County Minnesota, designated from time to time by the Directors.

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Section 6.Regular Meetings. Regular meetings of the Board of Directors shall be held at the discretion of the Directors, the place and time for which shall be set by the Directors.

Section 7.Special Meetings.Special meetings of the Board of Directors may be held at any time or place whenever called by the President of the Association or two (2) or more Directors. Anyone entitled to call a special meeting of the Board of Directors may make written request to the President of the Association to call the meeting, and the Secretary of the Association shall then give notice of the meeting, setting forth the time, place and purpose of the meeting, to be held no later than thirty (30) days after receiving the request. If the Secretary fails to give notice of the meeting within ten (10) days from the date on which the request is received by the President, the person or persons who requested the meeting may fix the time and place of the meeting and give notice of the meeting in the manner hereinafter provided. The business transacted at a special meeting of the Board of Directors is limited to the purposes stated in the notice of that meeting.

Section 8.Notice. Written notice of each meeting of the Board of Directors stating the time, place and purpose thereof shall be given by the Secretary by mailing the same to each Director at his or her residence, business or e-mail address at least fourteen (14) days before the meeting. Any Director may waive notice of a meeting before, at or after the meeting, in writing or by attendance. Attendance at a meeting is deemed a waiver unless the Director objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting, and the Director does not participate in the consideration of the item at that meeting.

Section 9.Quorum. At all meetings of the Board of Directors a quorum shall consist of a majority of all then elected Directors. If a quorum is not present, the meeting may be adjourned from time to time for that reason and any business which might have been transacted at the meeting as set forth in the notice thereof may be transacted at the adjourned meeting if a quorum is then present.

Section 10.Electronic Communications. A Director may participate in a meeting by any means of communication through which such person, other persons so participating, and all persons physically present at the meeting may simultaneously hear each other during the meeting. Participation in a meeting by that means constitutes presence in person at such meeting.

Section 11.Voting. Only Directors may vote upon matters coming before the Board of Directors. Each Director shall be entitled to one vote on any matter brought before the Board of Directors. A majority vote of the Directors present at any meeting, if there be a quorum, shall be sufficient to transact any business, unless a greater number of votes is required by law, the Articles of Incorporation or these Bylaws. A Director who is present at a meeting of the Board of Directors when an action is taken is presumed to have assented to the action unless that Director votes against the action or is prohibited from voting on the action.

Section 12.Adjourned Meetings. When a meeting of the Board of Directors is adjourned to another time or place, notice of the adjourned meeting need not be given other than by announcement at the meeting at which adjournment is taken.

Section 13.Director Conflicts of Interest. The Association shall not enter into any contract or transaction with (a) one or more of its Directors, (b) a Director of a related organization (within the meaning of Minnesota Statutes, Section 317A.011, Subd. 18), or (c) an organization in or of which a Director is a director, officer or legal representative or has a material financial interest; unless the material facts as to the contract or transaction and as to the Director’s interest are fully disclosed or known to the Board of Directors, and the Directors authorize, approve, or ratify the contract or transaction in good faith by the affirmative vote of a majority of the Directors (without counting the interested Director), at a meeting at which there is a quorum without counting the interested Director. Failure to comply with the provisions of this Section 13 shall not invalidate any contract or transaction to which the Association is a party. This Section does not authorize any act of “self-dealing” as defined in Section 4941(d) of the Internal Revenue Code of 1986, as amended.

Section 14.Removal. A Director may be removed from the Board of Directors by the Directors if he or she (a) fails to attend three (3) consecutive meetings of the Board of Directors, or (b) fails to attend any three (3) out of five (5) consecutive meetings of the Board of Directors.

Section 15.No Compensation. No Director of the Association shall receive any compensation for his or her service as a Director of the Association.

ARTICLE III

OFFICERS

Section 1.General. The officers of the Association shall be a President, Vice President, a Secretary, a Treasurer, a Traveling and Tournament Director and such other officers as the Directors may from time to time designate. Only a person then serving as a Director may be elected as an officer of the Association. The officers of the Association shall be elected by the Directors. Each officer’s term of election shall be coterminous with the term of his or her seat on the Board of Directors. Any officer may at any time be removed by the Directors with or without cause. The same person may hold more than one office at the same time.

Section 2.President. The President shall be the chief executive and operating officer in charge of all normal daily operations of the Association. He or she shall be responsible for the general supervision, direction and management of the affairs of Association. He or she may execute on behalf of the Association all contracts, deeds, conveyances and other instruments in writing which may be required or authorized by the Directors for the proper and necessary transaction of the business of the Association. He or she shall concern himself or herself with matters of long range policy, direction, and growth, and shall perform such other duties as may be assigned to him or her by the Directors.

Section 3.Vice President. The Vice President shall have such powers and shall perform such duties as may be specified or prescribed by the Board of Directors or by the President. In the event of the absence or disability of the President, the Vice President shall succeed to the power and duties of the President.

Section 4.Secretary. The Secretary shall keep accurate minutes of all meetings of the Members and all meetings of the Board of Directors and shall post such minutes in the Association’s offices on the Association’s internet website in a timely manner following each such meeting. He or she shall be the custodian of the records, documents and papers of the Association. He or she shall provide for the keeping of proper records of all transactions of the Association. He or she shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice to the office of Secretary, or imposed by these Bylaws. He or she also shall perform such other duties as may be assigned to him or her from time to time by the Voting Directors.

Section 5.Treasurer. The Treasurer shall keep or cause to be kept full and accurate records showing all receipts and disbursements of the Association and shall deposit or cause to be deposited all monies of the Association in its name and to its credit in such depository or depositories as may be designated by the Directors from time to time. The disbursement of all funds of the Association shall be submitted to and approved by the President or by the Treasurer and proper vouchers or receipts for all such disbursements or payments shall be taken from the recipient thereof. A full written report of all receipts and disbursements of money and property of the Association shall be rendered to the Board of Directors at its annual meetings and at such other intervals as may be requested by the Directors, showing the financial condition of the Association in such detail and with such supporting schedules and explanatory statements as the Directors may require or request; such annual or interim reports are to be made by the Treasurer, or on the Treasurer’s behalf by an accountant or auditor selected each year by the Directors. The Treasurer shall perform such other duties as may be assigned to him or her from time to time by the Directors.

Section 6.Traveling Director. The Traveling Director shall have general administrative responsibility for the Association’s teams. He or she shall serve as a liaison with the organizations in which the Association’s teams play and shall be the Association’s principal point of contact for those organizations. He or she shall be the Association’s representative at meetings of the traveling directors (or persons serving in like capacities) of organizations in which the Association is a member or has interest. He or she shall have such specific authority and perform such specific duties as may be assigned to him or her from time to time by the Board of Directors.

Section 7.Tournament Director. The Tournament Director shall have general administrative responsibility for the Association’s tournaments. He or she shall serve as a liaison with the organizations from which teams may be solicited for the Association’s tournaments and shall be the Association’s principal point of contact for those organizations. He or she shall coordinate and supervise all aspects of the Association’s tournaments and be the Association’s representative at the Association’s tournaments. He or she shall have such specific authority and perform such specific duties as may be assigned to him or her from time to time by the Board of Directors.

Section 8.Vacancies. If any office shall become vacant by reason of death, resignation or otherwise, the Directors shall elect a successor or successors to serve for the unexpired term or terms of the office or offices in which such vacancy occurs. In the event of the absence or disability of any officer of the Association, the Directors may designate such other officer or officers who shall exercise such powers and perform such duties for the time such other officer is absent or disabled.

Section 9.No Compensation. No officer of the Association shall receive any compensation for his or her service as an officer of the Association.

ARTICLE IV

MEMBERSHIP

Section 1.Members. Each natural or adoptive parent or legal guardian of a child who is enrolled at Providence Academy and whose child participates in one or more of the Association’s programs (for example, a member of one of the Association’s teams) shall be a Member for the calendar year of such participation, provided all volunteer activities required to be performed in connection with such participation have been performed. Notwithstanding anything contained herein to the contrary: (a) no single family may have more than two (2) Members at any one time; and (b) no more than two (2) persons may be Members by reason of relationship to a single child.

Section 2.Voting Rights. All Members shall have voting rights and each Member shall be entitled to one (1) vote with respect to each matter with respect to which the Members take action.

ARTICLE V

MEETINGS OF MEMBERS

Section 1.Place of Meetings. Meetings of Members shall be held at the Association’s offices or at such place within Hennepin County Minnesota as may be fixed from time to time by the Directors.

Section 2.Annual Meetings. The annual meeting of the Members shall be held on the second Thursday of November at 6:30 p.m. At each annual meeting of the Members, the Members shall elect successors for those Directors whose terms have expired or are due to expire within six (6) months after the date of the meeting, and shall transact such other business as may properly come before them. The Secretary of the Association shall publish notice of each annual meeting of the Members, specifying the location of such meeting, in the Providence Academy school e-bulletin or newspaper or on the Association’s internet website no later than fourteen (14) days prior to such meeting. Members shall not otherwise be entitled to notice of any annual meeting of the Members. The Board of Directors shall meet within four weeks of the Annual meeting to select its officers.

Section 3.Special Meetings. Special meetings of the Members, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the Directors. The Secretary of the Association shall publish notice of each special meeting of the Members, specifying the date, location and time of such meeting, in the Providence Academy e-bulletin or newspaper or on the Association’s internet website no later than fourteen (14) days prior to such meeting. Members shall not otherwise be entitled to notice of any special meeting of the Members.

Section 4.Manner of Voting. At any annual or special meeting of the Members, Members may only vote in person while in attendance at such meeting. No Member may vote at any meeting of the Members by proxy, nominee or designee.

Section 5.Organization of Meetings. The President of the Association shall preside at each annual and special meeting of the Members.

ARTICLE VI

INDEMNIFICATION

Any person who at any time shall serve or shall have served as a Director, officer or employee of the Association shall be indemnified by the Association in accordance with, and to the fullest extent permitted by, Minnesota Statutes Section 317A.521 as it may be amended from time to time.

ARTICLE VII

MISCELLANEOUS

Section 1.Corporate Seal. The Association shall not have a corporate seal.

Section 2.Amendments. The Board of Directors may amend these Bylaws by adopting a resolution setting forth the amendment.

Section 3.Authority to Borrow or Encumber Assets. No Director, officer, agent, member or employee of the Association shall have any power or authority to borrow money on its behalf, to pledge its credit or to mortgage or pledge its real or personal property except within the scope and to the extent of the authority delegated by resolutions adopted from time to time by the Voting Directors. Authority may be given by the Directors for any of the above purposes and may be general or limited to specific instances.

Section 4.Deposit of Funds. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Directors may approve or designate, and all such funds shall be withdrawn only in the manner or manners authorized by the Directors from time to time.

The undersigned, as the incorporator of the Association, acting under and pursuant to Minnesota Statutes Section 317A.171, does hereby adopt these Bylaws effective as of the ______day of ______, 2008.

Timothy W. Fafinski

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