BYLAWS

OF

FISHHAWK LADY BANDITS TRAVEL SOFTBALL,

(Adopted August 02, 2011)

 

 

ARTICLE I – OFFICES/PURPOSE

 

            1.         Business Offices.  Fishhawk Lady Bandits Travel Softball (“Organization”) shall maintain its principal business office at 16120 Fishhawk Boulevard, Lithia, FL  33547.  The Organization may have such additional offices, or may relocate its principal office, either within or without the State of Florida, as the Executive Board of Directors may designate from time to time.  The Organization shall designate an office as its "principal office" in accordance with Florida law.

 

            2.         Registered Office.  The Organization shall have and continuously maintain a registered office in the State of Florida, which may be changed from time to time by the Executive Board of Directors or by an Officer of the Organization so authorized by the Executive Board of Directors.

 

            3.         Purpose.  Fishhawk Lady Bandits Travel Softball will operate for the purpose of promoting, fostering, developing and maintaining fast pitch softball activities, while instilling the ideal of teamwork, sportsmanship, citizenship and character in the youth participating in such athletic activities.  The Organization is a self-governing body that consists of multiple travel softball teams each managed and operated as separate entities.  In addition, the Organization may conduct such other business as is permitted by the laws of the State of Florida.

 

ARTICLE II - MEMBERS

 

            The Members of the Lady Bandits will consist of an Advisory Board and an Executive Board of Directors for the Organization.  The Advisory Board will consist of representatives from all teams who are not on the Executive Board.  As Members, the Advisory Board will have no voting rights with respect to the affairs of the Organization.  All management of the Organization shall be vested with the Executive Board of Directors (subject to delegation) as provided in Article III below).

           

ARTICLE III – EXECUTIVE DIRECTORS

 

            1.         Powers.  All organizational powers shall be exercised by or under the authority of, and the business and affairs of the Organization managed under the direction of, its Executive Board of Directors, subject to any limitation set forth by law or in these by-laws.

 

            2.         Number, Tenure, Election and Qualifications.  The number of Executive Directors shall be the number of Executive Directors elected from time to time in accordance with these Bylaws but at no time shall there be fewer than three (3) Executive Directors.  From time to time, the number of Executive Directors may be increased or decreased by Executive Director action.  Each Executive Director shall hold office until the next annual meeting of the Executive Directors and until his or her successor shall have been duly elected and qualified, or until his or her earlier resignation, removal by the Executive Directors then serving or death.  Executive Directors must be natural persons who are eighteen (18) years of age or older. 

 

            3.         General Standards for Executive Directors.  An Executive Director shall discharge his duties as a Director, including his or her duties as a member of any committee of the Executive Board of Directors upon which he/she may serve, (a) in good faith, (b) with such care as an ordinarily prudent person in a like position would use under similar circumstances, and (c) in a manner he/she reasonably believes to be in the best interests of the Organization.  In discharging his/her other duties, an Executive Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:  (i) one or more officers or employees of the Organization whom the Executive Director reasonably believes to be reliable and competent in the matters presented; (ii) legal counsel, public accountants, or other persons as to matters that the Executive Director reasonably believes are within the person's professional or expert competence; or (iii) a committee of the Executive Board of Directors of which he/she is not a member if the Executive Director reasonably believes the committee merits confidence.

 

            In discharging his/her duties, an Executive Director may consider such factors as the Executive Director deems relevant, including but not limited to the long-term prospects and interests of the Organization and its constituents, and the social, economic, legal, or other effects of any action on the employees, suppliers, customers of the Organization or its subsidiaries, the communities and society in which the Organization or its subsidiaries operate, and the economy of the state and the nation.

 

            An Executive Director is not acting in good faith if he/she has knowledge concerning the matter in question that makes reliance otherwise permitted by this section unwarranted.

 

            An Executive Director is not liable for any action taken as an Executive Director, or any failure to take any action, if he/she performed the duties of his/her office in compliance with this section.

 

            4.         Election of Executive Directors.  At the annual meeting of Executive Directors, to be held before the end of July in each year, Executive Directors shall be elected by a plurality of the votes cast by the Executive Directors then serving and represented at the meeting.  If the election of Executive Directors is not held on a day designated in these Bylaws for any annual meeting, or at any adjournment thereof, the Executive Board of Directors may cause the election to be held at a special meeting of Executive Directors specifically called for that purpose.

 

            5.         Regular Meetings.  The annual meeting of the Executive Board of Directors shall be held without notice immediately after, and at the same place as, the annual election of Executive Directors.  The Executive Board of Directors may, from time to time, by resolution appoint the time and place, either within or without the State of Florida, for holding other regular meetings of the Board, if by it deemed advisable; and such regular meetings shall thereupon be held at the time and place so appointed, without the giving of any notice with regard thereto. 

 

            6.         Special Meeting.  Special meetings of the Executive Board of Directors shall be held whenever called by the President of the Organization.  Special meetings may be held within or without the State of Florida.  Notice of a special meeting must be given at least two (2) days prior to the date of the meeting by written notice delivered personally, by e-mail with receipt acknowledged, by mail, telegram, telecopy or nationally recognized overnight courier service (such as Federal Express or UPS) to each Executive Director at his address.  Such notice shall be effective upon the earliest of (a) receipt, (b) five days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, or (c) the date shown on the return receipt or other evidence of delivery, if sent by registered or certified mail, return receipt requested, or overnight courier service, and the delivery receipt is signed by or on behalf of the addressee. Such written notice shall include the date, time and place of the meeting.  The notice of a special meeting need not describe the purpose of the special meeting.

 

            7.         Notice of Adjourned Meeting.  Notice of any adjourned meeting shall be given to the Executive Directors who were not present at the time of the adjournment and, unless the date, time and place of the adjourned meeting are announced at the time of the adjournment, to the other Executive Directors also.

 

            8.         Waiver of Notice.  An Executive Director can waive the requirement of notice of a meeting of the Executive Board of Directors by signing a waiver of notice either before or after the meeting. The attendance of a Executive Director at a meeting constitutes a waiver of notice of such meeting and a waiver of any and all objections to the time or place of the meeting or the manner in which it has been called or convened, except when an Executive Director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

 

            9.         Quorum and Voting.  A majority of the number of Executive Directors in office shall constitute a quorum for any meeting of the Executive Board of Directors.  The Executive Board of Directors may permit any or all Executive Directors to participate in a regular or special meeting by, or conduct the meeting through any use of, any means of communication by which all Executive Directors participating may simultaneously hear each other during the meeting.  An Executive Director participating in a meeting by this means is deemed to be present in person at the meeting.

 

            If a quorum is present when a vote is taken, the affirmative vote of a majority of Executive Directors present is the act of the Executive Board of Directors, unless applicable law, or these Bylaws require the vote of a greater number of Executive Directors.  A majority of the Executive Directors present at a meeting, whether or not a quorum exists, may adjourn the meeting to another time and place.

 

            10.       Presumption of Assent.  An Executive Director who is present at a meeting of the Executive Board of Directors or a committee thereof when corporate action is taken is deemed to have assented to the action taken unless (a) he objects at the beginning of the meeting or promptly upon arrival thereat to the holding of the meeting or the transacting of specified business at the meeting or (b) he votes against or abstains from the action taken.

 

            11.       Action Without a Meeting.  Any action required or permitted to be taken by the Executive Board of Directors at a meeting may be taken without a meeting if the action is taken by all the Executive Directors.  The action must be evidenced by one or more written consents describing the action taken and signed by each Executive Director.  The action is effective when the last Executive Director signs a consent, unless the consent specifies a different effective date.  Such a consent has the effect of a meeting vote.

 

            12.       Compensation of Executive Directors and the Advisory Board.  The Executive Board of Directors and the Advisory Board shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending the meetings of the Executive Board.

 

            13.       Resignations.  An Executive Director may resign at any time by delivering written notice to the Executive Board of Directors.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date, the Executive Board of Directors may fill the pending vacancy before the effective date if the Executive Board of Directors provides that the successor does not take office until the effective date.

 

            14.       Removal of Executive Directors.  The Executive Directors may remove one or more Executive Directors with or without cause.  An Executive Director may be removed only if the number of votes cast to remove him exceeds the number of votes cast not to remove him.  An Executive Director may be removed at a meeting of the Executive Directors, provided the notice of the meeting states that the purpose, or one of the purposes, of the meeting is removal of the Executive Director.

 

            15.       Vacancies.  Any vacancy occurring in the Executive Board of Directors, including any vacancy resulting from an increase in the number of Executive Directors, may be filled by the affirmative vote of a majority of the remaining Executive Directors, though less than a quorum of the Executive Board of Directors.

 

ARTICLE IV - COMMITTEES

 

            1.         Creation.  The Executive Board of Directors may, by resolution adopted by a majority of the full Executive Board of Directors, designate from among its members one or more other committees each of which, to the extent provided in such resolution, shall have and may exercise all the authority of the Executive Board of Directors, except that no such committee shall have the authority to:  (a) fill vacancies on the Executive Board of Directors or any committee thereof; (b) adopt, amend or repeal the Bylaws; or (c) determine the designation and relative rights, preferences, and limitations of a voting group except that the Executive Board of Directors may authorize a committee to do so within the limits specifically prescribed by the Executive Board of Directors.

 

            Each committee must have two or more members who serve at the pleasure of the Executive Board of Directors.  The Executive Board of Directors, by resolution adopted by a majority of the full Executive Board of Directors, may designate one or more Executive Directors as alternate members of any such committee who may act in the place and stead of any absent member or members at any meeting of such committee.

 

            2.         Operation.  The sections of these Bylaws that govern meetings, notice and waiver of notice, quorum and voting, and action without a meeting requirements of the Executive Board of Directors apply to committees and their members as well.

 

  ARTICLE V - OFFICERS

 

            1.         Officers.  The Officers of the Organization shall include a President, a Vice President, a Treasurer and a Secretary.  Other Officers may be elected by the Executive Board of Directors from time to time as needed.  A duly elected Officer may appoint one or more Officers or assistant officers, if authorized to do so by the Executive Board of Directors.  The same individual may simultaneously hold more than one office in the Organization.

 

            2.         Election and Term of Office.  As is practicable, the Officers of the Organization shall be elected at the regular meeting of the Executive Board of Directors following the annual election of Executive Directors.  If the election of Officers is not held at such meeting, the election shall be held as soon thereafter as conveniently may be.  Each Officer shall hold office until the regular meeting of the Executive Board of Directors following the annual election of Executive Directors in the next subsequent year and until his successor shall have been duly elected and shall have qualified, or until his earlier resignation, removal from office or death.

 

            3.         Resignation and Removal.  An Officer may resign at any time by delivering notice to the Organization.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Organization accepts the future effective date, the Executive Board of Directors may fill the pending vacancy before the effective date if the Executive Board of Directors provides that the successor does not take office until the effective date.

 

            The Executive Board of Directors may remove any Officer at any time with or without cause.  Any Officer or assistant officer, if appointed by another Officer, may likewise be removed by such Officer.

 

            The appointment of an Officer does not itself create contract rights.  An Officer's removal does not affect the Officer's contract rights, if any, with the Organization. An Officer's resignation does not affect the Organization's contract rights, if any, with the Officer.

 

            4.         Vacancies.  A vacancy in any office because of resignation, removal, death or otherwise, may be filled by the Executive Board of Directors for the unexpired portion of the term.

 

            5.         President.  The President shall be the chief executive officer of the Organization, and, under the direction of the Executive Board of Directors, shall have general responsibility for the management and direction of the business, properties and affairs of the Organization.  He shall have general executive powers, including all powers required by law to be exercised by a president of a corporation as such, as well as the specific powers conferred by these Bylaws or by the Executive Board of Directors.

 

            6.         Vice President.  In the absence of the President or in the event of his death, inability or refusal to act, the Vice President, if one has been appointed or elected (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their appointment or election, or in  the absence of any designation, then in the order of their appointment or election), 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.

 

            Each Vice President shall have general executive powers as well as the specific powers conferred by these Bylaws.  He shall also have such further powers and duties as may from time to time be conferred upon, or assigned to, him by the Executive Board of Directors or the President.

 

            7.     Secretary.  The Secretary shall (a) prepare minutes of meetings of the Executive Board of Directors; (b) authenticate records of the Organization; (c) keep the minutes of the proceedings of the Executive Board of Directors in one or more books provided for that purpose; (d) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (e) be custodian of the corporate records and of the seal of the Organization and see that the seal of the Organization is affixed to all documents the execution of which on behalf of the Organization under its seal is duly authorized; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Executive Board of Directors.

 

            8.         Treasurer.  The Treasurer shall (a) have charge and custody of, and be responsible for, all funds and securities of the Organization; (b) receive and give receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such moneys in the name of the Organization in such banks, trust companies or other depositaries as the Executive Board of Directors may select; and (c) in general perform all of the duties as from time to time may be assigned to him by the President or by the Executive Board of Directors.

 

            9.         Salaries.  The officers of the Organization shall serve without compensation but shall be reimbursed for any out of pocket expenditures made in connection with the business of the Organization.

 

 

ARTICLE VI - BOOKS, RECORDS AND REPORTS

 

            1.         Reports. The Treasurer shall send an annual report to the Executive Board of Directors of the Organization not later than four months after the close of each fiscal year of the Organization. Such report shall include a balance sheet as of the close of the fiscal year of the Organization and a revenue and disbursement statement for the year ending on such closing date. Such financial statements shall be prepared from and in accordance with the books of the Organization, in conformity with generally accepted accounting principles applied on a consistent basis.

 

                2.         Inspection of Records. Each Executive Director of the Organization shall have the right, for any proper purpose and at any reasonable time, on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of the Organization. Upon the written request of an Executive Director, the Organization shall mail to the Executive Director a copy of the most recent balance sheet and revenue and disbursement statement.  If such request if received by the Organization before such financial statements are available for its last fiscal year, the Organization shall mail such financial statements as soon as they become available. In any event the financial statements must be mailed within four months after the close of the last fiscal year. Additionally, balance sheets and revenue and disbursement statements shall be filed in the registered office of the corporation, shall be kept for at least five years, and shall be subject to inspection during business hours by the Executive Directors.

 

ARTICLE VII - TAX PROVISIONS

 

            The property of the Organization is irrevocably dedicated to charitable purposes and no part of the net income or assets of the Organization shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual.  Upon the dissolution or winding up of the Organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of the Organization, shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for charitable purposes and which has established its tax exempt status under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent federal tax laws.

 

            If the Organization holds any assets in trust, such assets shall be disposed of in such manner as may be directed by decree of the Circuit Court of the county in which the Organization has its principal office, upon petition therefore by the Attorney General of the State of Florida or by a person concerned in the liquidation, in a proceeding to which the Attorney General is a party.

 

 

ARTICLE VIII - MISCELLANEOUS

 

            1.         Distributions to Members.  The Executive Board of Directors may not authorize and the Organization may not make distributions to its Members unless specifically permitted by law.

 

            2.         Corporate Seal.  The Executive Board of Directors may provide for a corporate seal, which may be altered at will and used itself or by a facsimile thereof, by impressing or affixing it or in any other manner reproducing it.

 

            3.         Execution of Instruments.  All bills, notes, checks, other instruments for the payment of money, agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies, and other instruments or documents may be signed, executed, acknowledged, verified, delivered, or accepted on behalf of the Organization by such Officers, employees, or agents of the Organization as the Executive Board of Directors may from time to time direct.

 

            4.         Indemnification.

 

            The Organization shall indemnify any person who is or was a Director, an Executive Director Officer, employee, or agent of the Organization or was serving at the request of the Organization as a Director, an Executive Director, Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the full extent permitted by law and the Internal Revenue Code and which is not inconsistent with the federal tax-exempt status of the Organization.

 

            The Organization may purchase and maintain insurance on behalf of any person who is or was a Director, an Executive Director Officer, employee, or agent of the Organization or is or was serving at the request of the Organization as a Director, an Executive Director Officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Organization would have the power to indemnify him against such liability under the provisions of this section.

 

 

ARTICLE IX - AMENDMENTS

 

            The Organization's Executive Board of Directors may amend or repeal the Organization's Bylaws.