B y l a w s

SECTION ONE
Membership

1.01 Membership Qualifications
Eligibility. Any person who is a player, manager, coach, scorekeeper, or associate in good standing who is listed on the official roster of a team recognized by the Association or who is a booster member or is a current duly elected Board member, is eligible for membership in the Association.

1.01.01
A team shall consist of at least 9 active players, and no more than 20 active players. There is no limit on non-players on the roster.

1.01.02
Disputes pertaining to eligibility shall be resolved by the Board of Directors.

1.01.02.01
Any person determined by due process to be ineligible shall forfeit all privileges of membership and all fees paid.

1.01.03
Membership in the association is non-transferable. Should a membership be terminated, the league dues are not refundable.

1.02
Good Standing. Good standing shall be defined as having paid all pertinent fees for the current season and observing continuous compliance with all provisions set forth in the Constitution and these Bylaws.

1.03
Franchise. Each team in good standing and in attendance at any properly convened Managers Council meeting shall be entitled to cast one vote pertaining to each issue to be decided by voting at such meeting.

1.04
Hall of Fame The Hall of Fame members by a 2/3rds vote may confer membership on any persons who have made significant contributions to the association. Any league member may nominate a member to the committee.

1.04.01
Hall of Fame members shall have no voting privileges unless they are current members or are elected officials. Hall of Fame membership fees are waived. SFAAA member fees will be either waived, reduced or remain as all others based on a yearly determination by the SFAAA Board.

1.05
Member’s name and various addresses. The name and addresses of each member and date of issuance shall be entered in the private records of the league, and will not be sold, rented or disseminated to any other organization. Reproduction, sale, rental, lease, or use of the mailing list or directory by any other person or group of any of the contents, for any purpose is expressly prohibited. Instances of unauthorized use will be sent to Board for evaluation and possible actions.

1.06 Suspensions-This section has been moved to playing rules, ethics and operational procedures.

1.07 B) Expulsions Member: Any member may be expelled from the League for misconduct, by a two-thirds (2/3) vote of the Managers Council at a legally constituted meeting provided that said member receives written notification of the charges and meeting date and is given the opportunity to rebut those charges at that meeting.


SECTION TWO
Executive Board

2.01
Composition. The Executive Board (the Board) shall be composed of the Chairperson of the Board, Vice Chair/Open Division Commissioner, Vice Chair/Women’s Division Commissioner, Open Division Assistant Commissioner, Women’s Division Assistant Commissioner, Secretary, and Treasurer, each of who shall be elected as provided in the Constitution.

2.01.01.01
The Chairperson shall chair all Board and Council meetings. In the absence of the Chairperson, the Commissioner with seniority will chair a meeting. In the absence of both the Chairperson and the senior Commissioner, the remaining Commissioner will chair the meeting. If the Chairperson and both Commissioners are not present, a quorum is not valid, and the meeting must be rescheduled.

2.01.01.02
The Chairperson shall designate all committees, select all committee chairs, and serve as a voting ex-officio member of all committees, as provided in the Bylaws.

2.01.01.02.01
The Board may dissolve any committee.

2.01.01.03
The Board shall resolve all disputes and protests arising out of any Association sanctioned softball game within 48 hours after the game has been completed.

2.01.01.04
All Association checks must be counter-signed by two officers.

2.02 Chairperson
The duties of the Chairperson shall include but not be limited to the following:

a) Presiding at all formal meetings of the Managers Council and of the Board of Directors.
b) Appointing members of any duly authorized committee of the league.
c) Ruling on the interpretation and intent of the Articles of Incorporation, By-Laws and Rules of the league.
d) Serving as an authorized signatory on league checking accounts and on any funds managed by the league.
e) Overseeing all day-to-day functions of the league.
f) Ruling on parliamentary procedures at all formal meetings of members and of the Board of Directors.
g) Oversee all filings with regards to the Articles of Incorporation, which includes informing the State of any changes in the Board of Directors. Also oversee any other filings required by any and all federal, city, state and municipalities.
h) Responsible to appoint the representatives to represent SFAAA at all meetings of the national meetings of the North American Gay Amateur Athletic Alliance (NAGAAA) along with Board approval.
i) Appoint a Sergeant of Arms, if necessary, to help maintain order at meetings.

2.03 Vice Chairs/Commissioners
The duties of the Vice Chair/Commissioners shall include, but not be limited to the following:

a) Performing all duties and exercising all powers of the Chairperson during the Chairperson's absence or disability. The Commissioner with the most seniority performs this duty. In his or her absence, the remaining Commissioner takes over.
b) Maintaining order at all meetings.
c) Serving as an authorized signatory on the league checking accounts.
d) Accounting to the Board of Directors for all general business.
e) Serve as a liaison between team sponsors and the Board of Directors for teams in their division.
f) Oversee play and rules of conduct for their division.
g) Be responsible for the handling of all documents scheduled to be sent to NAGAAA for their division, including but not limited to:
1) Non-resident player forms;
2) Team rosters;
3) List of teams and managers;
4) Division designation of teams (i.e. A, B, C, etc.)
5) Reservation of slots in the GSWS.
6) GSWS rosters
7) Player rating information and diskette (where applicable)

2.04 Secretary
The duties of the Secretary shall include, but not be limited to the following:

a) Keeping minutes of meetings of the Council and of the Board of Directors.
b) Maintaining an official record of the Constitution, By-Laws, and Rules of the league and amendments and changes thereto.
c) Maintaining a record of all members of the league and their respective current mailing addresses, if necessary.
d) Validating and distributing all league membership certificates if statutes require.
e) Serving as an authorized signatory on the league checking accounts.
f) Assuring the league has met all fees and filed correct information with NAGAAA to maintain membership in that body.
g) Distribute minutes to the Board and/or Council members within one week.
h) Responsible for filing amended Articles of Incorporation, which includes informing the State of any changes in the Board of Directors. Also responsible for any other corporate type filings required by any and all federal, city, state and municipalities by preparing or mailing these and also maintains these records in the corporate files.
i) Setting up league meetings upon the Chairman and Board members request.

2.05 Treasurer
The duties of the Treasurer shall include, but not be limited to the following:

a) Accounting monthly for all dues and monies collected and disbursed by the league. Prepare a monthly detailed cash report which reconciles to the bank accounts. Submit to board for approval and then to manager’s council.
b) Record keeping and accounting is to be prepared using an accounting program or database spreadsheet.
c) Having custody of the checkbook(s) of the league and of the checkbook(s) of any funds managed by the league.
d) Depositing of all monies of the league in such bank(s) as shall be specified by resolution of the Board.
e) Making disbursements and having charge of the financial affairs of the league and of any funds managed by the league under authorization by the Board.
f) Collecting or overseeing the collection of all dues and monies owed to the league. Reporting to the board on any outstanding debt.
g) Serving as an authorized signatory on the league checking account(s) and of any funds managed by the league.
h) Preparing or coordinating the filing of annual tax reports with the accounting firm engaged by the association.
i) Prepare or coordinate the preparation of quarterly financial statements and submit to the board for approval and then to manager’s council.
j) Oversee preparation of an annual budget for the league, tournaments and any other corporate accounts. Submit to the board for approval and then to the manager’s council. Prepare a budget variance report.

2.06 Assistant Commissioners
The duties of the Assistant Commissioners shall include, but not be limited to:
a) Coordination of league fund-raising activities.
b) Overseeing field maintenance and assisting in reservations, if necessary.
c) Assume the duties of their Division Commissioner in the event they are unable or unwilling to perform them.
d) Oversee collection of roster cards each week and assist with score reporting.
e) Assist in the league recruiting effort.
f) Ensure the appropriate copies of records are given to the league Secretary.

2.07
Voting: Each member of the Board shall be entitled to cast one vote pertaining each issue to be decided by voting in all Managers Council and Board of Directors meetings. On all matters brought before the Board or Council at any meeting, each member shall be entitled to one vote on each issue, with the exception of the Chairperson. In the case of a tie vote, the Chairperson shall be entitled to cast a tie-breaking vote. Proxies will be allowed to be used by council members by a representative from that team.

2.07.01
A board member shall abstain from voting for the purpose of determining Board policy, procedure, or action that solely and specifically affects a team on whose roster the member is listed.

2.08
Elections:

Regular election of all Board members shall occur at the annual meeting. This meeting will be held in conjunction with a Managers Council Meeting to be held during the last two weeks of the World Series qualifying season or no later than within 30 days of the World Series start. The Board will appoint an election committee to collect and monitor votes on the day of the election. All players and non-players on the official roster of teams in good standing with the Association may vote. Each player and non-player has one vote with the exception of individuals who are on a team in both the Open and Women’s Division. If a player or non-player has paid two player fees, they are entitled to two votes. Booster members will not have voting privileges. Women’s division members will vote for the Women’s board positions and the Open division will vote for the open board positions and both divisions will vote on the general board positions.


2.08.01
Candidates for each Board position must be listed on the official roster of a softball team in good standing with the Association for at least one year. Booster members can not run for office. Anyone deemed to have conflicts of interest within the league shall not be eligible. Anyone who previously resigned from the Board for not good nor ethical cause shall not be eligible to run for office.

2.08.02
Candidates for each position shall be nominated by any member of the Managers Council.

2.08.02.01
Each nomination shall be seconded by another member of the Managers Council.

2.08.02.02
Each nomination shall be accepted or declined by the nominee.

2.08.02.02.02
Acceptance shall be presumed in the absence of any statement by the nominee to the contrary.

2.08.02.03
The elective process shall proceed for each position successively in the same order as the positions are listed in Section 2.01 of these Bylaws.

2.08.02.04
The entire elective process shall be completed for each particular position before any nominations are accepted for the subsequent position.

2.08.03
One nominating speech on behalf of each candidate shall be permitted after a motion to close nominations has been made, seconded, and passed. (Optional).

2.08.03.01
Duration of each nominating speech shall not exceed three minutes.

2.08.04
Each candidate shall be permitted to make a speech to the Council after a motion to close nominations has been made, seconded, and passed.

2.08.04.01
Duration of each candidate’s speech shall not exceed five minutes.

2.08.04.02
The candidate shall submit a resume to the board of their qualifications for the position that they are running for along with the reasons why they are choosing to run, etc.

2.08.05
Voting shall proceed utilizing written ballots.

2.08.06
The candidate receiving the greatest number of votes shall be elected. If no candidate receives a majority, there shall be a run off election with the two candidates with the highest vote totals.

2.08.06.01
In the event that a motion is made, seconded, and passed to elect one candidate by acclimation, no written ballot shall be required.

2.09
Commencement of term of office. Each newly elected Board member shall be entitled to exercise the powers and authority and perform the duties of the elected position at the conclusion of the entire elective process for that position until a successor has been duly elected. Newly elected officers will take office after the World Series if elections are held prior to the World Series and during the spring season.

2.10
Termination. Membership on the Board may be terminated, creating a vacancy that shall be filled as provided in these Bylaws. If an officer fails to perform or violates the duties of his or her office, the officer may be removed from office by a two-thirds vote of the Managers Council at any Council meeting, provided that the officer in question is notified of the charges in advance of the meeting. He or she will then be given the opportunity to rebut the charges at the meeting.

2.10.01
Any Board member who is absent from three consecutive regular Board meetings without good cause shall be automatically removed from the Board.

2.10.02
When any Board member permanently becomes physically incapable of performing the duties of office, including by reason of death, a vacancy shall exist. Members have 48 hours to rescind their written resignation once made.

2.10.02.01
In the event that any dispute arises pertaining the determination of permanent physical incapacity, the Board shall decide the matter.

2.11
Vacancy. Any vacancy shall be filled temporarily by nomination of an acting Board or Council member by the Chairperson, subject to approval by majority of the Council.

2.11.01
Any acting Board member appointed by the Chairperson shall serve until a successor has been duly elected.

2.11.01.01
In the event that a regular election is scheduled to occur within two months from date the vacancy occurs, an acting Board member shall serve until time of such election.

2.11.01.02
Any special election commenced pursuant to this requirement shall comply with all applicable provisions of these Bylaws.

2.12
Return of Property. Upon leaving their position or at the end of their term, whichever comes first, any member of the Board of Directors, whether or not re-elected to another term, shall return to the current Commissioner all documents and/or items that are the property of the league. A transition meeting shall take place among all outgoing and incoming officers. At this meeting all League records and other related League property shall be turned over to the incoming officers, bank signature cards shall be filled out thus turning over the League accounts to the incoming officers. Failure to comply with this directive within a thirty-day period of leaving the Board of Directors shall result in this person being suspended from SFAAA League membership. Suspension will be voided upon the return of all documents and items.

2.13
Exclusive Powers. The Board of Directors shall have the following exclusive powers:
· Enforcement of penalties for violation of league rules.
· Jurisdiction of the Articles of Incorporation and any changes pertaining thereof.
· Prescribe additional duties for any of the officers in addition to those set forth in these By-Laws.
· To set the fees for membership, play-dates and scheduling at it’s reasonable discretion.
· The Board of Directors, in addition to the foregoing specific powers, shall have the power to manage all the affairs of the league, and act on any and all questions relating in any manner whatsoever thereto, and to make all contracts necessary for the proper transaction of league business.
· A member or members of the Executive Board shall have the power to interpret the League Codes at any League game and make a decision with respect to such interpretation. Any such decisions shall be placed in the minutes of the next Managers Council meeting.

SECTION THREE
Managers Council

3.01
Managers Council Members: The Managers Council (the Council) shall consist of the manager or their appointed representative from each team that is a member in good standing of the league, and the Board of Directors. Council members’ term continue even after the season, until the next season’s team have filed for, unless the team advises the league they do not plan to return, or they are expelled for any reason. Teams that have notified the Board that they will not return, been suspended or expelled do not count towards a quorum requirement. Returning teams council members can vote on current and past issues whereas new teams must pay a deposit to vote on new season business.

3.02
Meetings: Meetings of the Council shall be held from time to time in conjunction with the meetings of the Board. The Board will call meetings with notice given and a tentative agenda to each member of the Council in person, by mail or electronic mail, at least five days prior to the meeting.

3.03
Manner of Acting: The act of a majority of the Council members present at a meeting at which a quorum is present shall be an act of the Council.

3.04
Compensation: The Council members shall serve without compensation. Board members can be reimbursed for reasonable expenses and tasks outside of their board position.

3.05
Duties of the Council: The duties of the Council are:

a) Assist the Board of Directors in selecting teams to represent SFAAA in the Gay World series.
b) Serve as the body to receive grievances from members about players or teams about possible violation of the league rules and, after hearing the grievance, to bring such grievance to the Board with recommendations of any penalties that may be assessed. This can be reviewed by the entire league, each division or each conference as the Board deems appropriate. (This function is not a protest committee for protests involving actual play of a game).
c) Perform any other duties that the Board may from time to time assign to the Council.

3.06

Voting: Each member of the Board shall be entitled to cast one vote pertaining to each issue to be decided by voting in all Managers Council and Board of Directors meetings. On all matters brought before the Board or Council at any meeting, each member shall be entitled to one vote on each issue, with the exception of the Chairperson. In the case of a tie vote, the Chairperson shall be entitled to cast a tie-breaking vote. The Chairperson shall be entitled to vote on elections. Proxies will be allowed to be used by council members by a representative from that team. Women shall vote on Women’s issues and the Open division on Open issues

3.07
Mandatory Meetings: The Board, in its sole discretion, may declare any meeting mandatory. Any team that fails to send a representative to a mandatory meeting will be assessed a fine, the amount which will be determined each year by the Board and announced prior to the season start. The fine must be paid before that team will be allowed to play or play its next scheduled game which if not paid and the season is in progress that game will be declared a forfeit.

SECTION FOUR
Meetings

4.01
Annual Meeting. The Annual Meeting of the Association shall be a Managers Council meeting held, in the city of Ft. Lauderdale, Broward County, during the last two weeks of the season that qualifies teams for the NAGAAA World Series.

4.01.01
The place of the Annual Meeting shall be determined by the Board.

4.01.02
Notice of the Annual Meeting shall be mailed or electronically mailed to each manager and sponsor of the Association at least ten days prior to such meeting.

4.02
Additional meetings. General or special meetings of the Managers Council may be called and convened by the Chairperson at any time.

4.02.01
Upon petition in writing by one-third of all team managers, the Board shall call and convene a special meeting of the Managers Council.

4.02.02
The Chairperson shall determine the time and place of any general or special meeting.

4.02.03
Written notice of general and special meetings shall be mailed, mailed electronically, or handed out personally to each manager of the Association at least five days prior to such meeting.

4.02.04
Any general or special meeting of the managers shall require a quorum to establish sufficient authority for any issue to be decided by voting at such meeting.

4.02.04.01
Quorum shall be established by the attendance of greater than 50 percent of the Managers Council members.

4.02.04.02
All issues shall be decided by a majority of those voting at a duly convened meeting for which a quorum has been established, except for changes to the Constitution, which require a 2/3 majority vote.

4.03
Motions: Any voting member of Council may present a motion for consideration. Motions are attributed to members of Council and must have an individual member's sponsorship to be considered. By law or constitutional changes must be recommended at least one week in advance with written notification to the Board and by-law committee chair for proper consideration. All motions from established committees must be presented in writing.

4.04
Addressing Council: The Chairperson, at his/her discretion may limit debate in one or more of the following ways:
a) To a specified amount of time per member on each motion.
b) To a specified amount of time without regard to individual limits.

4.05
Board meetings. Meetings of the Board may be called and convened by the Chairperson at any time and place.

4.05.01
Upon petition in writing by any one-third of the Board members, the Chairperson shall call and convene a meeting of the Board.

4.05.02
Notice of Board meetings, including the purpose of the meeting, shall be given to each Board member at least three days prior to such meeting.

4.05.02.01
In the event that all Board members are present at any time and place, and choose to decide any question, the notice requirement shall be waived.

4.05.03
Quorum shall be established by the attendance of at least 50 percent plus one of the Board officers.

4.06
Committee meetings. Meetings of any committee may be called and convened by the Chairperson or by the committee chair at any time and place.

4.07 All Board and Council meetings are governed and conducted under Robert’s Rules of Order, most revised edition.

SECTION FIVE
Committees

5.01
Designation. The Chairperson shall designate all committees, select all committee chairs, and serve as a voting ex-officio member of all committees as are deemed necessary to implement the Constitution and Bylaws.

5.02
Term. The term of each committee shall expire at the same time as the term of the appointing Chairperson expires.

5.02.01
The Board may dissolve any committee.

5.02.01.01
Any committee shall be dissolved when its work has been completed and its report accepted.

5.02.01.02
Any committee shall be dissolved when it has been determined that it is no longer necessary.

5.02.02
Any committee designated to plan, organize, and hold the Gay World Series in Florida shall be exempt from the term limitation.

5.02.02.01
The term of such a committee shall be determined by the Board as will it’s members.

5.03
Reports. The committee chair, or any other member of the committee who is familiar with committee proceedings, shall present a report to the Board describing the committee’s work, findings, and recommendations.

5.04
Authority. No action by any committee shall be binding upon or constitute an expression of the policy of the Association except with the approval of a majority of all Board members.

5.05
Removal of a Committee Member: Any member of a committee may be removed by the Chairperson or by a majority of total Board members whenever in their judgment the best interest of the league shall be served by such removal.

SECTION SIX
Finance

6.01
Funding. The Association shall generate operating funds as are necessary to implement the Constitution and Bylaws.

6.01.01
Each team recognized by the Association shall be assessed a Sponsor Fee in an amount determined by the Board.

6.01.01.01
The Sponsor Fee for each team shall be paid prior to or on the first day of the league season.

6.01.02
Each person who is a player or non-player listed on the official roster of a team recognized by the Association shall be assessed a player or non-player fee in an amount determined by the Board.

6.01.02.01
The Player Fee for each player and non-player on a team roster shall be paid prior to or on the second week of the league season.

6.01.03
Each person who is an individual booster member shall require that dues be paid prior to such membership in an amount set by the board for each season.

6.01.03.01
Board members will not be assessed player fees. In the event that a current Board member is no longer listed on the official roster of a team recognized by the Association, such member may be assessed the Associate Fee for the remaining period of such member’s current term, barred if this member has already paid a player fee for that season.

6.01.03.02 Any member who is on both an open and women’s division roster must pay fees to belong to both divisions.

6.01.04
The Association may sponsor events for the purpose of generating operating funds.

6.01.05
The Association shall accept contributions.

6.02
Financial Institution. The Association shall maintain such accounts in an accredited financial institution as are necessary to implement the Constitution and Bylaws.

6.02.01
The Board shall determine the particular financial institution to be utilized.

6.02.02
Operating funds shall be deposited in such account(s) in a timely manner.

6.03
Budget. As soon as possible after the Annual Meeting, the Board shall estimate revenue and expenses for the fiscal year and develop a budget.

6.03.01
The budget shall be approved by a majority of managers voting at any properly convened meeting.

6.04
Fiscal Year. The Association’s fiscal year shall commence on January 1 of each year and end on December 31. For budget and tax purposes, the year will be September 1st to August 31st.

6.05
Disbursements. All funds disbursed by the Association shall be in the form of a check prepared by the Treasurer.

6.05.01
Each check shall be signed by two officers of the Board.

6.06
Gay World Series Financing. Any team winning an Association Championship which qualifies the team for participation in the Gay World Series shall have sole responsibility for financing the cost of travel to the Gay World Series. The board of director’s will make a determination each year as to the extent that the entry and operating fees can be paid for. The open and women’s division managers will determine to whom the fees will be paid in conjunction with how bids are awarded for each of their respective divisions in conjunction with their division commissioners.

6.06.01
The Association shall consider providing financial assistance after evaluating the Association’s financial position at the time of such contingency.

6.07
Indemnification of officers, directors and agents. The Corporation does hereby save and hold harmless and indemnify each officer, director or agent of the Corporation against expenses reasonably incurred in connection with any action, suit or proceeding to which the officer, director or agent may be made a party by reason of being or having been an officer, director or agent of the Corporation while acting reasonably within the scope of their capacity as a officer, director or agent (whether or not he or she continues to be such at the time of incurring such expenses), except in relation to matters as to which he or she shall finally be adjudged in such action, suit or proceeding to be personally liable. The foregoing right of indemnification shall not be exclusive of other rights to which any officer, director or agent may be entitled as a matter of law. The board may arrange for and pay the premium for appropriate insurance to cover against any liability asserted.

SECTION SEVEN
Dissolution

7.01
The Association shall be dissolved by two-thirds of the Managers Council members voting at any special meeting called expressly for that purpose, provided that such purpose is plainly stated in the notice of such meeting.

7.02
Upon dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board.

SECTION EIGHT
Amendments to Bylaws

8.01
These Bylaws may be amended by a majority vote of all representatives voting at any properly convened meeting, as provided in the Bylaws.

8.01.01
Proposals to amend these Bylaws shall make explicit and detailed reference to any existing provision(s) which would be affected by adoption of the amendment.

SECTION NINE
Publication

9.01
Publication of the Articles of Incorporation, By-laws, and Rules of the League: A copy of the Articles of Incorporation, By-Laws, and Rules of the League shall be published annually prior to March 1 of each year. One copy of each document shall be provided to each team sponsor and Managers Council member. Additional copies shall be made available to any league member by their manager.


SECTION TEN
Rules of Play

Rules of Play have been removed from the by-laws and are now included in with other league operational procedures. Changes can be made in accordance with the provisions in the Rules of Play or other applicable by-law provisions.