FRANKFORT GIRLS SOFTBALL LEAGUE
REVISED September 11, 2018
Previous Revision February 1, 2013
SECTION 1. The name of the corporation is Frankfort Girls Softball League (FGSL).
SECTION 2. The purpose of the corporation is to provide our participants with an opportunity to play the game of softball, including assisting the participants in building self-confidence, self-esteem, good sportsmanship, self-discipline and respect for teammates and opponents. The corporation also endeavors to engage in any other activity incidental to the foregoing purpose for which a corporation may be organized under the General Not For Profit Corporation Act of the State of Illinois; provided, however, that the corporation's purposes shall be exclusively charitable within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).
SECTION 3. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable reimbursement for related expenses incurred on behalf of Frankfort Girls Softball League.
SECTION 4. Upon the dissolution of the corporation, the board of directors shall. after paying or making provision for the payment of all the liabilities of the corporation, dispose of all assets of the corporation exclusively for the purposes of the corporation. Any such assets not so disposed of shall be disposed of by the Circuit Court or the Court of Common Pleas of Will County, Illinois, exclusively for such purposes or to such organizations, as said Court shall determine, that are organized and operated for such purposes.
The corporation known as Frankfort Girls Softball League shall have no members.
AS A VOLUNTARY ORGANIZATION, NO PERSON CAN OWN EQUITY IN FGSL.
SECTION 1. Its board of directors shall manage the business of the corporation. Directors shall be elected annually by the board of directors at the July board meeting of each year with the new board being seated in October. If the election of directors shall not be held at such meeting, such election shall be held as soon thereafter as possible. Each director shall hold office until his or her successor shall have been duly elected. Directors need not be residents of Frankfort, Illinois or the State of Illinois.
SECTION 2. A regular monthly meeting of the board of directors shall be held on the second Tuesday of each month, or on a date agreed upon by the directors. The board of directors may provide by resolution the time and place for the holding of additional regular meetings of the board without other notice than such resolution. Special meetings may be called by, or at the request, of the president or any two directors. The corporate meetings will be open to the public, except where noted, and meetings will be conducted according to Roberts Rules of Order.
SECTION 3. A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board, provided that if less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting to another time without further notice. All decisions requiring a vote will require a simple majority of those present, except in instances regarding changes in the bylaws, elections, league structure, or other matters designated by the board of directors. These issues will require a 2/3 majority of all board members.
The board of directors, at a minimum, shall consist of at least 12 members fulfilling the following positions:
All-Stars Travel Commissioner
In addition, the board of directors may include other individuals, with or without specific responsibilities, as so agreed upon by the board of directors. In no case should the board of directors exceed 30 members.
SECTION 4. A director may be removed for cause by a majority vote of the board of directors then in office. Such action shall be taken at a regular meeting of the board of directors or at a special meeting called for such purpose, provided that at least ten working days notice is given in advance of such meeting.
SECTION 5. Any vacancy occurring in the board of directors shall be filled by the board of directors.
SECTION 1. The officers of Frankfort Girls Softball League shall be a president, a vice president, a secretary, and a treasurer, as well as any other officers as may be elected by the board of directors. Any two or more offices maybe held by the same person, in which case, the board of directors may be reduced accordingly.
SECTION 2. The Executive Committee shall consist of the president; vice-president, secretary and treasurer of Frankfort Girls Softball league as well as any other board members as may be elected by the board of directors.
SECTION 3. The officers of Frankfort Girls Softball League shall be elected annually by the board of directors at its October meeting, or as soon as possible following that date. Vacancies may be filled, or new offices created and filled, at any meeting of the board of directors. Each officer shall hold office until his or her successor shall have been duly elected. Any officer elected or appointed by the board of directors may be removed by the 2/3 (Two Thirds) majority vote of the board of directors whenever in its judgement, the best interests of Frankfort Girls Softball League would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. The president shall be the principal executive officer of the corporation. Subject to the direction and control of the board of directors, he or she shall be in charge of the business and affairs of the corporation and shall discharge all duties incident to the office of president and such other duties as may be prescribed by the board of directors. The president may vote on all issues pertaining to Frankfort Girls Softball League.
SECTION 5. The vice president shall assist the president in the discharge of his or her duties as the president may direct and shall perform such other duties as from time to time may be assigned to him or her by the president or by the board of directors. in the absence of the president, the vice president shall perform the duties of the president and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.
SECTION 6. The secretary shall record the minutes of the meetings of the board of directors; ensure that all notices are duly given in accordance with the provisions of these bylaws; be the custodian of the corporate records and of the seal of the corporation; and perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him or her by the president or by the board of directors.
SECTION 7. The treasurer shall be the principal accounting and financial officer of the corporation. He or she shall be responsible for the maintenance of adequate books of account for the corporation; maintain all funds and securities of the corporation; and perform all the duties customarily incident to the office of a treasurer, including disbursement of funds, maintaining the checking account and overseeing the annual budget.
SECTION 8. The commissioners shall be the primary liaison between the individual league divisions and the board of directors. The commissioners will interact with the coaches in each division, oversee the upholding of the rules in that division and communicate with the board on any activity relevant to the successful operation of that division within the corporation.
SECTION 1. All funds assessed, donated or raised from any source will be placed in a common treasury under the control of a duly authorized treasurer.
SECTION 2. No funds shall be expended by the treasurer, except those required to finance league activities, programs and projects. In addition, expenditures for other than FGSL related activities must be approved by the board of directors.
SECTION 3. The board of directors may authorize any officer, officers or directors of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
SECTION 4. The board of directors may accept on behalf of the corporation any contribution, gift, bequest or device for the general purposes or for any specific purpose of Frankfort Girls Softball League.
SECTION 5. The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors.
SECTION 6. The fiscal year of the corporation shall be fixed by resolution of the board of directors as beginning January 1 and concluding on December 31 of each calendar year.
SECTION 7. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors. Such action may be taken at a regular or special meeting for which written notice of the purpose shall be given. Any changes in the bylaws must be approved by a 2/3 (Two Thirds) vote of all members of the board of directors.
SECTION 1. The board of directors, by resolution adopted by a majority of the directors in office, may designate one or more committees, each of which may include at least one director. Such committees, to the extent provided in said resolution and not restricted by law, shall have and exercise the authority and act on behalf of the board of directors in the management of the corporation; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed upon it, him or her by law. The committees may include, but are not limited to the following:
SECTION 2. Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the board of directors.
SECTION 1. Playing rules for all divisions shall be approved by the board of directors prior to the beginning of competition each season. Copies of all applicable rules shall be distributed to all coaches in said division prior to the beginning of competition each year. Any individual interpretation of the rules, which is contrary to the intent of said rules, could result in a forfeit of any contest where the approved rules were violated. The Rules Committee and the board of directors following the conclusion of the season will evaluate any proposed rules changes. Any dispute regarding the rules not settled by the commissioner and related parties shall be forwarded to the board of directors for final disposition.
SECTION 2. Competition will be guided by the rules of the American Softball Association (ASA), except where changes have been approved by both the Rules Committee and the board of directors and publicized appropriately.
SECTION 1. The corporation shall, to the full extent permitted bylaw, indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by reason of the fact that he or she is or was a director, officer or agent of the corporation, or who is or was serving at the request of the corporation, against expenses (including attorney's fees), judgements, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.
SECTION 2. The corporation shall purchase and maintain insurance on behalf of any person who is or was a director, officer or agent of the corporation, or who is or was serving at the request of the corporation against any liability asserted against such person and incurred by such person in any such capacity on behalf of the corporation.
SECTION 1. The address of the registered office of the Corporation is Post Office Box 348, Frankfort, Illinois, 60423. The name of its registered agent at such address is the current league President.
SECTION 2. Address of the principal place of business is Post Office Box 348, Frankfort, Illinois, 60423.
FEBRUARY 1, 2013
Revision September 1, 2018