SPAA By-Laws

Corporate Power

Section 1        

The Corporate Powers of the SPAA shall be exercised by a Board of Directors of not less than ten (10) and not more than twenty (20), whose duties are to be regulated by the by-laws of this corporation.  The SPAA shall have the power to acquire by purchase, gift, grant, bequest or donations, any property, real, personal or mixed, which may be necessary to promote the object of its creation, and to hold, sell, transfer or convey the same so far as needful for the purpose above mentioned; and to make by-laws for its government and the regulation of its affairs, so as to carry out the scope, purpose and objectives of the corporation, provided such by-laws conform to the Charter of this corporation, and shall not be contrary to the provisions of the Constitution or laws of the State of Missouri.  The SPAA has the power to preside over all league rules and to hold and to rule on special hearings.  This includes any and all lawful activities.

Section 2

In the event that the Board of Directors membership should drop below ten (10) members, on that date, The Board will have 12 months to fill the vacancy required in Section I before dissolving the Corporation.

Membership at Large

Any person participating in the SPAA as a player, manager, coach, parent, or guardian, shall be considered a member of the Corporation.  Anyone who does not meet these requirements and wants to become a member of the Corporation can submit a written request to the Board of Directors requesting to be considered for membership into the Corporation.  It will be the decision of the Board of Directors to approve or disapprove this request.

Board of Directors

Section 1

Qualifications:  Any person of good moral character who is an active member in good standings of the SPAA elected as hereinafter provided, and who is at least twenty-one (21) years of age, may become a member of the SPAA Board of Directors.  As of 1/1/2011, all paid employees of the SPAA are not eligible to become a member of the SPAA Board of Directors. As of 1/1/2011, any current employees who are also on the SPAA Board of Directors, are considered grandfathered in their current paid positions and are exempt from this qualification.   

Section 2

Election of Board Directors:  Elections of the Directors on the board of Directors shall be held at any monthly meeting of the Board of Directors.  To be nominated for the Board of Directors you must attend 3 out of 4 consecutive meetings.  At the 3rd meeting attended an existing and active board Director may nominate a person for membership on the SPAA Board of Directors.  Once nomination is made and 2nd, the discussion and election shall be held in a closed session of the existing directors with a 2/3 vote of the existing Directors required for election. Secret written ballots will be used for the purpose of electing Directors.  All terms for the SPAA Board of Directors will be for 3 years. At the end of a Directors term they must be reelected to serve for another term.

Section 3

Termination and Reinstatement of Membership:  An SPAA Director who fails to attend three (3) consecutive meeting without first having each such absence excused in advance by the president or has had more than thirty percent (30%) of regular scheduled meetings as excused/unexcused absences during a calendar year automatically forfeits all rights and privileges of his/her Directorship on the SPAA Board of Directors.  Attendance of a regular scheduled meeting may be substituted by other SPAA board activities if approved in advance by the president.  These activities include, but are not limited to, issue and turn in of SPAA equipment, umpire and chief observance of scheduled games and tournament director activities.  If a Director fails to meet these requirements he/she will be placed on inactive status for a period not to exceed six (6) months and so notified in writing.

Any Director may request a leave of absence. A leave of absence should be submitted in writing to the President of the SPAA Board of Directors to not exceed a period of six (6) consecutive months. If a Director fails to return to the board in an active status at the end of the Leave of Absence, he/she will be placed on inactive status for a period not to exceed six (6) months. A Leave of Absence may be extended for a period not to exceed six (6) additional months for a total of twelve (12) consecutive months. A new written request must be submitted to the President of the SPAA Board of Directors to extend the initial Leave of Absence. A Director may request a leave of absence at any time during their three (3) year term to the SPAA Board of Directors. The total combined time of a Leave of Absence shall not exceed twelve (12) months during a three (3) year term of office. A Director shall be placed on inactive status at the next scheduled meeting following the twelfth month of total combined Leave of Absence.  A Director may return to active status during their leave of absence by submitting a written request to the President of the SPAA Board of Directors requesting to be reinstated.  If an executive officer should request a leave of absence, he/she will forfeit their office and an election for that office will be held at the next scheduled board meeting to fill the remaining term of that office.  If the member returns from a leave of absence they can run for an executive office during the next scheduled election. During the leave of absence the Director shall forfeit all rights and privileges of a Director.

A Director who is placed on inactive status may submit a written request to the President of the SPAA Board of Directors requesting to be reinstated. To be reinstated to Directorship, he/she shall be elected by two-thirds (2/3) of the existing active Directors present and voting. Secret written ballots will be used for the purpose of reinstating Directors. A Director who fails to become reinstated at the end of six (6) months will be terminated from the Board of Directors and he/she may be considered eligible for membership after a period of one (1) year from the date of termination.

Any Director who resigns from the Board of Directors, he/she may be considered eligible for membership after a period of one (1) year from the date of resignation. To be reinstated to Directorship, he/she shall submit his/her name to the President of the SPAA Board of Directors too be elected by two-thirds (2/3) of the existing active Directors present and voting. Secret written ballots will be used for the purpose of reinstating Directors.

A Director may be removed with or without cause by the written vote of at least two-thirds of the voting Directors then in office. Any officer elected by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interest of the Association would be served by such removal, but such removal shall be without prejudice to the rights, if any, of the Director so removed. A Director, who is put on any form of disciplinary action, such as but not limited to probation or suspension, will be removed immediately from the SPAA Board of Directors.  A Director will be suspended or expelled upon satisfactory evidence of violation of these by-laws, SPAA Code of Ethics, or any other conduct, which discredits this Association, provided the Director, has been given a fair hearing including reasonable opportunity to defend themselves before the Executive Board.  He/She may be considered for reinstatement after a period of one (1) year from the date of removal has lapsed.

Section 4

Salary:  No Director shall receive any compensation for board duties performed in the capacity of a Director.

Section 5

Administrator:  The Administrator shall be hired by the Board Officers with the approval of the SPAA Board of Directors. He/She acts as the official SPAA representative on a day-to-day basis. He/She may conduct the correspondence of the Board of Directors, sign all contract and agreements, and perform such other duties as required by the Administrator job description.    The Executive Board shall be the governing body over the Administrator and shall do a written review and salary review on a yearly basis.  The Administrator supervises the day-to-day activities of the SPAA Administrative Assistant.                      

Section 6

Administrative Assistant:  The Administrative Assistant shall be hired by Board officers with the approval of the SPAA Board of Directors. He/She may conduct the correspondence of the Board of Directors, sign all contract and agreements, and perform such other duties as required by the Administrative Assistant job description. The Administrator shall supervise the Administrative Assistant on a day-to-day basis. The Executive Board shall be the governing body over the Administrative Assistant and shall do a written review and salary review on a yearly basis.  He/She acts as the primary backup for duties pertaining to the SPAA Administrator.

Section 1

Regular Meetings:   Regular monthly meetings of the SPAA Board of Directors shall be held on the 3rd Sunday of each month with the exception of national holidays or holiday weekends.  If the meeting falls on a holiday then the board shall meet on the 2nd Sunday of that month.  The meetings will be held at the SPAA office or a such place as the Board of Directors of SPAA may direct.  Voting on a matter by the Directors shall be done by a show of hands unless the President requests a written ballot vote.

Section 2

Special Meetings:  Special meetings of the SPAA Board of Directors may be called by the President at any time or shall be called by the President upon the written request of five (5) members.  Notice of such meetings, and the time and place thereof, shall be given to each Director at least three (3) days in advance of such meeting.  The call for such meeting shall specify the purpose for which the meeting is called, and no business shall be transacted except that stated in the call. Voting on a matter by the Directors shall be done by a show of hands unless the President requests a written ballot vote.

Section 3

Executive Committee Meeting:  The Executive Committee shall consist of the President, Vice President, Secretary, and Treasurer.  They shall be empowered to hold a special meeting regarding an emergency or sensitive issue as determined by the President of SPAA.  Three (3) out of the four (4) executive committee members must be present in order for an executive committee meeting to be held.  This committee will not have the power to override an SPAA board decision.

Section 4

Quorum:  Fifty per cent plus one (50% +1) of the Directors shall constitute a quorum at any regular or special meeting of the SPAA Board of Directors, and a majority vote of the quorum present and voting shall control on all matters voted upon.  No proxy votes will be allowed.  If a quorum is not present any such meeting, said meeting shall be adjourned to the next Regular meeting.

Officers

Section 1

Election of Officers:  The Board of Directors, at their first meeting in August, shall elect from among the Directors the following officers, namely; President, Vice-president, Secretary and a Treasurer to hold office for a 2-year term, or until their successors are elected and qualified, commencing with the next meeting.  On even years the President and Secretary will be elected to a full 2-year term, and on odd years the Vice President and Treasurer will be elected to full 2 year terms.  Any of these officers may be removed by the Board of Directors by a vote of two thirds (2/3) of the full SPAA Board of Directors.  In the event of a vacancy in any such office the Board of Directors shall elect someone to fill said term in the same manner as the original officer was so elected.  Nomination and election of Officers will be performed by secret written ballot.  No Director may be nominated to an Executive Committee position until they have completed one-year membership as a Director.

Section 2

Duties of Officers:  President:  The President shall preside at all regular and special meetings of the SPAA Board of Directors; shall preserve order, enforce all laws, appoint all standing and special committees, sign all contracts and agreements, carry out all orders and directives of the Board and perform all duties usually performed by like officers, and shall be a member ex officio of all committees of the Board of Directors.  The President shall also be responsible for maintaining the job descriptions for the Administrator, Administrative Assistant, Umpire-in-Chief, Field Manager and Field workers. Any additions or deletions to said job description(s) must be presented and approved by the Executive Board.  The President shall not vote on any matter before the SPAA except to break tie votes.  Vice-president:  The Vice-president shall perform the duties of the President in his/her absence.  Secretary:  The Secretary shall keep an accurate minute’s book on the proceedings of all meetings of the Board of Directors.  In addition, he/she shall keep a Roll of the Directors of the SPAA Board of Directors, and of those in attendance of all meetings of such Board.  He/she may conduct the correspondence of the Board of Directors, sign all contract and agreements, and perform such other duties as he/she may be called upon to perform.  The Secretary and a Board Member will be responsible for the administration and tallying of all written ballots except those elections directly involving the Secretary in such case a member of the Executive Board and a Board Member will tally the written ballots.  Treasurer:  The Treasurer shall sign checks, prepare financial reports for each meeting, have a proposed budget for the 2nd meeting in September, reconcile bank statements on a monthly basis, and perform other duties pertaining to the office.

Section 3

Expiration of Term of Office:  Upon the expiration of the term of office, all records and other properties that may be in the possession of such officer shall be turned over to the SPAA Board of Directors.

Section 4

Death, Resignation, or Removal of Any Officer:  In case of death, resignation, or removal of any officer of the SPAA, the un-expired portion of the term shall be filled by the majority vote of the remaining Directors.

Section 5

Audit:  An internal audit committee shall be set up within the SPAA and shall audit the books each January and submit a written report to the Board of Directors by the 2nd meeting in March.  A Certified Public Accountant, selected by the SPAA Board of Directors, shall prepare the annual tax reports and financial statements.

Financial

Section 1

The funds of the SPAA shall consist of assessments made by the Board of Directors to each member of the corporation, and any other funds to the SPAA.

Section 2

The Treasurer shall pay all bills which are approved or directed by the Board of Directors, provided that checks of the SPAA shall be paid only on any two (2) of the following six (6) signatures:  President, Vice-president, Secretary, Treasurer, Administrator, or Administrative Assistant.  No two of these signatures may be in the same family or related in any way.  Suitable accounts shall be kept and a financial statement shall be given to the SPAA at the first meeting in each fiscal year (January) and at each regular meeting of the Board of Directors or whenever called upon for same, which shall show the balance on hand and any existing appropriation affecting the same.  The Treasurer’s account shall be audited annually by a committee appointed by the Board of Directors.

Section 3

No member of the SPAA shall have the right to spend any funds over five hundred dollars ($500.00) not previously approved in a line item budget, without prior Board of Director approval, except in cases of emergency and then only with the President’s written permission.  The President shall only grant permission when the situation falls within the scope of his/her authority, as stated in these By-Laws and shall notify the Board of Directors at the next board meeting.

Section 4

No part of the net earnings of the SPAA shall inure to the benefit of, or be distributed to, its members, trustees, Officers, Directors, or other private persons, except that the SPAA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article I hereof and the SPAA may separate the late registration fees from net earnings so that said funds may be utilized by the Board of Directors for a Christmas dinner.  No substantial part of the activities of the SPAA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the SPAA shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of these articles, the SPAA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under section 501-(c)-(3) of the Internal Revenue Code of 1954 or (b) by a corporation, contributions to which are deductible under section 170-(c)-(2) of the Internal Revenue Code of 1954.

Section 5

Upon the dissolution of the SPAA, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the SPAA, dispose of all of the assets of the SPAA exclusively for the purposes of the SPAA in such manner, or to such organization or organizations organized and scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501-(c)-(3) of the Internal Revenue Code of 1954, as the Board of Directors shall determine.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal officer of the SPAA is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Section 1

Amendments:  Amendments to these by-laws may be proposed in writing and read by the By-laws Committee at any regular meeting of the Board, and such amendment or amendments shall be read and voted upon at the next regular meeting of the SPAA Board of Directors.  The same shall be adopted if two-thirds (2/3) of the Quorum shall vote in favor of such amendment or amendments.

Section 2

The By-laws of the SPAA shall be reviewed annually by the By-laws Committee, which shall recommend any necessary amendments.

On all questions involving parliamentary usage, the meeting shall be governed by Robert's "Rules of Order" unless same shall conflict with the Charter and these By-laws.

All former By-laws of the SPAA shall become null and void upon the adoption of these By-laws.

Read and approved at the regular meeting of the SPAA Board of Directors, held on the ______ day of ____________________, 201___.