Westlake Agoura Girls Softball Association, Inc.

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WAGS

Westlake Agoura Girls Softball Association, Inc.
A California Nonprofit Public Benefit Corporation

ARTICLE 1. OFFICES

Section 1.1 Principal Office: The principal office of Westlake Agoura Girls Softball Association, Inc. (hereinafter WAGS or Association) shall be fixed and located at such a place within Westlake or Agoura Hills, California, as the Board of Directors shall determine. The Board of Directors is granted full power and authority to change the principal office from one location to another.

Section 1.2 Other Offices: The Board of Directors may establish branch or subordinate offices at any place(s) at any time.

ARTICLE 2. MEMBERSHIP

Section 2.1 General Membership: The General Membership (also referred to as General Members) shall be comprised of those parents or guardians over the age of 18 years having an eligible participant registered in the WAGS program or any individual who is a member of the Board of Directors or a manager or coach who is in good standing within the Association for the current fiscal year.  General Members are afforded the right to attend regularly scheduled meetings of the Board of Directors, except as stated in section 5.1.  Meetings of General Members shall be held contemporaneously with meetings of the Board of Directors.  General Members shall not be permitted to attend any meetings of General Members or Board of Directors by electronic means.

Section 2.2 Board of Directors: The Board of Directors of the Association shall consist of General Members or other persons duly elected and in good standing. Good standing shall mean those who are current in all Association dues and not presently on or pending disciplinary action. The Board of Directors (individually referred to as Director) shall consist of no more than 25 Directors including an executive committee The other board positions shall include a division Director for each active division of play, Directors of: all-star tournament, all-stars, concessions, equipment, fall ball, fields, fundraising, marketing, pictures/yearbook, registration, scheduling, trophies, umpires, uniforms, and website/social media.  Detailed position descriptions as identified by the board are described in Article 3 in these Bylaws.  Should one member of the board hold more than one voting position, that member shall be limited to one vote.  As necessary, the commissioner may have two members of the board share one Director position, thus making them Co-Directors.  Directors sharing one position are entitled to one vote each. All board positions will be reviewed on an annual basis.

Section 2.3 Candor & Confidentiality: It is with certainty that an open and direct board environment can only exist when each Director accepts the underlying principles of candor and confidentiality, meaning that all Directors must feel at all times that what is said and shared in any board or committee meeting or in any related conversations remains private and will not under any circumstances be divulged to non-board members in the community at large or to any other Director purposefully not present during a discussion about them (i.e. as in voting for team managers).

Therefore, if it is brought to the attention of the board that any Director is alleged to have breached these rules the following disciplinary procedures will occur: First, there will be a timely investigation of the charges. Second, there will be a determination of whether a violation occurred. And third, if a violation has occurred, the specific penalty that should be levied will be discussed and implemented. This process will be handled by the disciplinary committee as set forth in Section 4.5. If the disciplinary committee determines that a breach occurred, the penalty could include suspension from managerial selection meetings (regular and “All-Star” seasons) up to a maximum penalty of permanent expulsion from current and future Directorship.  For the penalty of removal from the Board of Directors, the disciplinary committee shall make a recommendation to the entire Board of Directors excepting the Director who is alleged to have committed the breach which shall either accept that recommendation or determine a different penalty consistent with this Section 2.3 and the Bylaws upon a two – thirds vote.

ARTICLE 3. ELECTED OFFICERS

Section 3.1 Powers: Subject to limitations of the Articles of Association these Bylaws and the operational policies and procedures, the activities and affairs of the Association shall be conducted, and all corporate powers shall be exercised by or under the direction of the Board of Directors. All members of the Board of Directors shall be empowered to vote on motions before the Board of Directors and shall be elected to two-year terms as officers of the Association as specified within Section 6.3 of these Bylaws. Generalized position descriptions of members of the Board of Directors are described below.

Section 3.2 Commissioner: The commissioner shall be responsible for the general supervision and direction of the business according to the Bylaws and for the operational affairs of WAGS. He/she shall be a member of the executive committee. He/she shall coordinate and administer the Association within the rules and regulations, policies and principals of the USA Softball and the WAGS program. It shall be the duty of the commissioner to preside at all meetings of the Association including those of the Board of Directors, executive committee or general membership. He/she shall attest to all orders upon the treasury and shall maintain and coordinate a bond and/or liability insurance to cover the actions of the Board of Directors with coverage and limits of liability that are commercially reasonable relative to the activities of the Association. The commissioner shall obtain authorization to use facilities needed to conduct Association meetings and functions. He/she shall have the power to appoint non-voting members of the Board of Directors and members of standing committees subject to the provisions of Section 2.2. He/she shall ensure that all managers, coaches, and Directors have passed a Megan’s Law background check. He/she shall be an ex-officio member of all committees pursuant to Article 4. He/she shall have the power to appoint such other committees as he or she may deem necessary. The commissioner shall not have the right to vote except to break a tie.

Section 3.3 Sergeant at Arms: The sergeant at arms shall be responsible for maintaining decorum protocol and safety during all executive committee and Board of Directors meetings. He/she shall enforce Robert’s Rules of order and has the authority to remove unruly members or directors from any meeting. In the absence of the commissioner, the sergeant at arms shall perform the duties of the commissioner. He/she shall assist the commissioner in overall administration of Association business. He/she will carry out such duties and assignments as are conferred upon him/her by the commissioner. The sergeant at arms serves on the rules committee, the protest committee, the standards committee, and the executive committee. 

Section 3.4 Director of Player/Coach Development: He/she shall evaluate the performance of managers and coaches during the season and will provide recommendations for improvement if deemed necessary. He/she shall chair the rules committee and shall be a member of the executive committee and standards committee. He/she will coordinate and distribute the manager’s handbook at the managers’ meeting.

Sections 3.5 Secretary: It shall be the duty of the secretary to prepare and distribute accurate records of the proceedings of all meetings of the Association, including meetings of the executive committee, Board of Directors, and General Members meetings. He/she shall be responsible for all board correspondence and will maintain and be custodian of the Bylaws and the policies of the Board of Directors. He/she shall be a member of the executive committee.

Sections 3.6 Treasurer: It shall be the duty of the treasurer to have charge of all the monies of the Association and to pay all properly attested expenses. He/she shall coordinate an annual projected operating budget for the current fiscal year to be reviewed and approved by the Board of Directors at the November board meeting. He/she is responsible for maintaining the Association’s financial books and records. He/she shall submit written financial reports at each Board of Directors and General Members meetings. All checks drawn on the Association shall be signed by the treasurer but must be co-signed by the commissioner for checks over $3,000. He/she shall be a member of the executive committee.

Section 3.7 Directors of All-Star and All-League: The directors of All-Star and All-League shall be responsible for coordinating all Association matters pertaining to qualification, selection, and implementation of their respective processes. They shall coordinate the post-season activities of the division directors and shall act as a liaison between the division directors and the Board of Directors as it relates to our post-season play. Any complaints concerning WAGS post-season policies from the players or their parents shall be directed to either the Director of All-Star or the Director of All-League depending on the originating complaint. It shall be the responsibility of the Director of the appropriate program to formally respond to those complaints or to refer to the standards committee as appropriate. They shall be members of the rules committee. They shall oversee the All-Star and All-League selection process.

Section 3.8 Division Directors: Division Directors shall be appointed for each age group division for which there is an active division for that fiscal year. They shall ensure that each girl in the division is treated fairly and equitably under these Bylaws. Division Directors shall not be a manager, a coach in the division the Director is to represent and shall not have a child or relative in the division the Director is to represent. Division Directors will be responsible for acting as liaison between the managers of their division and the Board of Directors. They shall be members of the rules committee.  One division Director may be a member of the executive committee at the discretion of the commissioner. He/she will serve on the standards committee if the alleged infraction is connected to his/her division.

Section 3.9 Director of Umpires: The Director of umpires shall represent the Association in negotiations required to secure umpires to officiate games. He/she shall conduct an umpire training clinic and shall be responsible for the training of all umpires used by the Association in USA Softball Rules and WAGS supplementary rules.  He/she shall evaluate and critique the performance of umpires during the season. He/she shall schedule/assign umpires to all games. The director of umpires shall be available to managers for interpretation of rules during the season. He/she shall chair the protest committee. He/she will also be on the rules committee.

Section 3.10 Director of Equipment: The director of equipment shall be responsible for obtaining, storing, and inspecting all player and umpire equipment needed to support league activities. He/she shall be responsible for distributing that equipment to the managers of teams or to the Director responsible. He/she shall prepare a written itemized inventory of all equipment prior to the start of the season and again at the close of the season and will ensure the security of the equipment during the off-season. At the end of the fiscal year the written itemized inventory shall be presented to the incoming director of equipment and to the Board of Directors.

Section 3.11 Director of Uniforms: The director of uniforms shall be responsible for the acquisition and collection of team uniforms and clothing coordinated and/or provided by the Association. He/she shall be responsible for coordinating the distribution of team uniforms and clothing to team managers. The director of uniforms/trophies shall be responsible for negotiating best prices, ordering, coordinating and distributing of team uniforms and clothing for the Fall Ball, Recreational, and All-Star seasons.

Section 3.12 Director of Scheduling: The director of scheduling shall be responsible for securing practice and competition fields for all teams within the league and to act as the single point liaison between the Association and the presiding entity that provides access and maintenance for said fields. He/she shall create and distribute all practice and game schedules, picture day schedules, and all makeup game schedules.

Section 3.13 Director of Fields: The director of fields is responsible for coordinating the maintenance of all practice and game fields and of field maintenance equipment. He/she shall coordinate the preparation and set up of all fields for play. He/she shall be responsible for procuring the field maintenance equipment required to support Association activities. He/she shall maintain a written inventory of all field maintenance equipment. He/she shall be responsible for training managers/coaches in proper field maintenance procedures. He/she shall act as the league facilities coordinator.

Section 3.14 Director of Concessions: The director of concessions shall organize and direct the activities of the snack shack facilities. He/she shall be responsible for the purchase of and sale of food and beverages in support of this activity. He/she shall be responsible for ensuring that parental support has been scheduled for the snack shack(s) consistent with individual team participation. He/she shall be responsible for the collection of funds from the snack shack safes and distribution of said funds directly to the treasurer.

Section 3.15 Director of Website and Social Media: The director of the web shall be responsible for inputting and updating results of league games and of individual and team performances (as necessary). He/she will be responsible for maintaining and updating all aspects of the WAGS website and Facebook page, Twitter feeds and other social media outlets that the Association may authorize. He/she shall maintain the membership database and send out email blasts approved by the commissioner. He/she shall provide reports from the database as needed for Association business such as registration. He/she shall maintain the registration module of the WAGS website as directed by the director of registration. He/she shall submit the registration data to USA Softball for regular and All-Star seasons.

Section 3.16 Director of Registration: The director of registration shall be responsible for collection of all funds collected from league registration, excepting those collected via the online registration system, and shall distribute those funds directly to the treasurer. He/she shall be responsible for coordination of all pre-season registration programs and securing a registration committee if as needed. He/she shall coordinate and collect USA Softball background forms from the adults who have contact with the players and submit them with the USA Softball registration information (provided from the director of the web) to the USA Softball SoCal office for regular and All-Star seasons.

Section 3.17 Director of Marketing and Public Relations: The director of marketing and public relations shall be responsible for all advertising, marketing, and promotion as approved by the Board of Directors including but not limited to: printing of promotional materials and distribution of fliers to all schools and/or other public places.

Section 3.18 Director of WAGS All-Star Tournament: The Wags All-Star Tournament director shall be responsible for making all necessary arrangements for sanctioning and then conducting the tournament. This shall include, but may NOT be limited to: completing and submitting paperwork to USA Softball, writing rules, signing up teams, securing and scheduling volunteer workers and umpires, purchasing and awarding of prizes to the winners, expressing the appreciation and thanks of the WAGS board to the participants, volunteers, host schools, etc.

Duties prior to the tournament: Contact shall be made with USA Softball to ensure all appropriate documentation is completed and submitted to have the WAGS tournament sanctioned by USA Softball and included in the USA Softball “Blue Book.” Market the tournament to leagues to fill up the available spots. Understand and/or rewrite the tournament rules and schedules to ensure there is nothing overlooked. Be prepared and available to answer questions before, during, and after the tournament. Secure commitments from a sufficient number of volunteers and provide the necessary training that may be required to conduct and control the tournament. Contact the USA Softball umpire in chief to secure umpires to officiate the tournament. Inspect all field(s) of play, equipment, and facilities to be used beforehand and make sure all are in suitable condition.

Prepare a tournament budget two months prior to the tournament for approval by the Executive Committee

Duties during the tournament: Ensure that teams are checked in prior to their start of play in the tournament. Be at a field or accessible by cell phone 20 minutes prior to the start of play each day to see that the umpires are present and to prevent practicing on the fields of play. Stay accessible during the day and follow up to see that the fields are being tended to and that game results are prepared and documented properly. Rule on any protests/grievances that are lodged during play. If necessary, decide upon suspensions and provide immediate notice of such decisions to the team manager(s)/umpires concerned.  Determine and award prizes to the winners.  Organize and schedule all volunteers needed each day at the fields of play.

Duties at completion of the tournament: Prepare a written report of the tournament and send to the WAGS Board of Directors. Send report on the umpires to the USA Softball Umpire In Charge (UIC). Coordinate with volunteers to assure that all fields used are cleaned up, all trash has been removed and all equipment secured.

Section 3.19 Commissioner-Elect: The commissioner-elect shall be selected during the season in which the commissioner will complete his/her term. Current Directors will be given first right of consideration until February 1st. The commissioner-elect(s) shall be affirmed by a two-thirds majority vote of the current members at a board meeting between February and May. Should there be more than one candidate, the candidate with the most votes will be elected. He/she shall serve as commissioner beginning August 15^th of that year. The commissioner-elect shall fulfill the duties given to him/her by the commissioner or board. The commissioner–elect shall not have the right to vote unless she/he is a current Director.

Section 3.20 Director of Fundraising: The director of fundraising shall be charged with creating and implementing a plan to raise additional monies as the board deems necessary to fund clinics, capital improvement projects, and All-Star related costs. The director of fundraising, with the approval of the commissioner, shall be able to form a committee to assist him/her in executing his/her plan. The members of the fundraising committee may be selected from within and outside of the board.

Section 3.21 Director of Trophies: The director of trophies shall be responsible for the acquisition and distribution of awards and trophies.  He/she shall be responsible for negotiating the best prices, ordering, coordinating delivery and distribution of trophies, for the Recreational season and All-Star Tournament.

Section 3.22 Director of Fall Ball: The director of fall ball shall be responsible for establishing a plan for the fall season activities offered by the league, including creation and/or management of a WAGS Fall Ball program, coordination and registration with other leagues offering fall ball season opportunities, and reporting selected program to the Board.  He/she shall oversee manager selection, coordinate registration process, collect monies due if coordinating with other leagues for the fall ball offering, and shall serve as the liaison between divisions directors, parents, and other leagues.  He/she shall coordinate with all directors required to execute the Fall Ball program, including and as necessary, the Treasurer, the Director of Registration, the Director of Concessions, and the Director of Uniforms.

Section 3.23 Director of Pictures and Yearbook: The director of pictures and yearbook shall be responsible for the Recreational season team and player pictures and yearbook.  He/she shall be responsible for identifying an appropriate vendor to provide pictures, to negotiate the best prices, oversee distribution of all forms, and manage the delivery of pictures to managers for distribution to families.  He/she shall be responsible for identifying an appropriate vendor to produce Recreational season yearbooks, negotiate the best prices, oversee the collection of materials for inclusion in the yearbook, manage delivery of the yearbook to managers for distribution to families.

ARTICLE 4. STANDING COMMITTEES

Section 4.1 Committee Assignments: A group of standing committees shall be organized to assist in the activities of the Board of Directors. The chairperson of each standing committee shall act as liaison to the Board of Directors and shall report the activities of their respective committee at the Board of Directors meetings. All preplanned committee meetings will be scheduled on the Association calendar. Whenever possible, committee members will be provided with a minimum of seven days’ advance notice of all meetings and the agenda for that meeting. Emergency meetings may be called as needed by the commissioner or the sergeant at arms (for the purpose of a standards committee or executive committee meeting) and/or by the director of umpires (to call a protest committee meeting).  For all of Section 4, to the extent that a committee is discussing or ruling on an item in which any committee member or Director has a material interest, that member or Director should recuse himself or herself.  If a majority of the executive committee finds that a committee member or Director should recuse himself or herself, they may remove that committee member or Director from ruling on the particular item. To the extent that one or more recusals results in a committee having too few members, that committee may name one or more other Director(s) to that committee.  The purpose of adding replacement Director(s) to a committee is to enhance the fairness of the process and the ability of the committee to serve the interests of the Association. 

Section 4.2 Executive Committee: The Executive Committee is comprised of the commissioner, sergeant at Arms, director of player/coach development, secretary, treasurer, and one division Director.  The Commissioner shall choose which division Director shall be appointed to the executive committee and may add one other Director to the executive committee at his or her discretion. The executive committee is responsible for and authorized to make all non-board required decisions (as provided for in section 5.2) and to interpret board rulings on behalf of the Association and its members. The executive committee is charged with making necessary interim decisions between board meetings (to be validated or acknowledged, as required herein, by the Board of Directors at the next scheduled board meeting). See Section 5.3 and 5.4 for more on executive committee meetings and authorities.

Section 4.3 Rules Committee: The rules committee shall be responsible for the generation and maintenance of the Association’s operational policies and procedures and for recommending changes to them from time to time. All committee meetings must be open to all Board of Directors members. All operational policies and procedures of the Association shall be compiled into a single document. The director of player/coach development shall be the chairperson of the rules committee. Other members of the rules committee shall be the commissioner, the sergeant at arms, the director of All-Stars/All-League, all division directors and two additional individuals (with prior league experience) appointed by the commissioner. All Directors shall support this committee representing their areas of responsibility. The committee shall bring all proposed changes to the operational policies and procedures to the Board of Directors prior to the December Board of Directors meeting of each fiscal year for approval. The committee shall meet as necessary during the season should potential changes in operational policies and procedures be required and is authorized to implement interim emergency or minor changes as well as well selecting between pitching scenarios that are provided for in the approved Rules of Play without making such meetings open to all Board of Directors members. The committee shall coordinate with the director of umpires should interpretation of the USA Softball rules or of existing Association rules be required. All protests shall be handled through the protest committee. Copies of all protests filed during the season will be made available to the rules committee. Any operational or procedural changes and/or recommendations from the previous season shall be made available to the rules committee.

Section 4.4 Protest Committee: In the years when the Board of Directors allows for protests the protest committee shall be responsible for reviewing and ruling on all protests properly filed with the Association as specified in the WAGS Manager’s Handbook. Permanent members of the committee shall consist of all division directors, the commissioner, the sergeant at arms, and the director of umpires. The chairperson of the committee shall be the director of umpires. A member of the protest committee who is a manager or coach in the division in which a protest is filed or has a child or relative in the division in which a protest is filed shall recuse himself or herself from voting on any actions or processes involved in adjudicating such a protest.  If the director of umpires needs to recuse himself or herself then the successor chairperson shall be the commissioner and then the sergeant at arms.

Section 4.5 Standards Committee: It is the duty of the Standards Committee to investigate and adjudicate an alleged infraction or violation of the WAGS Code of Conduct, inappropriate act or significant or repeated failure to perform requisite duties of any kind by a player, coach, manager, Director or any other person.  The Standards Committee shall also investigate any alleged candor and confidentiality breach by a Director.  In addition to handling any matters requiring disciplinary considerations, this Committee will maintain standards that benefit the Association.  This may include helping division directors work with managers, coaches, parents or players to maintain Association standards.  This committee shall be comprised of the commissioner, the director of player/coach development, the sergeant at arms, the director of All-Stars, the division director(s) of the division(s) involved, and any other Director as appointed by the commissioner. If the breach specifically or indirectly involves one or more of these Directors such that they need to be recused per Section 4.1, the secretary will assume the vacant position on the committee, followed by the treasurer, followed by other division directors. The vote must be a majority for the committee’s ruling to be effective. Except where Section 2.3 applies, the committee can render penalty decisions up to a maximum suspension of two weeks. Anything more than a two-week suspension must be presented to the Board of Directors for ratification and ruling. It is the responsibility of the commissioner (or acting chairman) to communicate the status and implications (if any) to the Board of Directors within 10 days of the opening of the investigation unless the disclosure will affect the outcome of the committee’s investigation.

The commissioner, the sergeant at arms and the director of player/coach development each have the authority to temporarily suspend a player, manager, coach, parent, or spectator (even if such manager, coach, parent or spectator is a Director) pending an investigation by the standards committee.

Section 4.6 Skills Evaluation Committee: This committee will consist of the commissioner, the director of player/coach development, the sergeant at arms, the director of All-Star, and all division directors.  The director of player/coach development shall chair this committee.  The committee shall determine how the Association will run and implement the skills evaluation day(s) and the evaluation criteria and metrics to assess the girls in the league in order to make the draft process reasonable and fair.

ARTICLE 5. MEETINGS, AUTHORITY, VOTING, and ATTENDANCE POLICIES

Section 5.1 Board of Directors Meetings: The Board of Directors shall meet monthly during the season at a set time and place and at other times as they may decide. Board of Directors meetings shall generally be open to the General Members of the Association.  However, this does not include the manager selection meeting and the All-Star manager selection meeting and as elsewhere specified within these Bylaws including sections 6.1 and 10.2.  In addition, in order to promote and maintain appropriate candor and confidentiality, the Board of Directors reserves the right to have any portions of a Board of Directors meeting closed to General Members if agreed to by a majority of the Directors.  The commissioner, in his/her discretion, may call additional Board of Directors meetings beyond the regularly scheduled meetings. The General Members shall be made aware of the time and place of the regular meetings. Meeting times and places shall be published on the WAGS website at least seven days in advance of all special meetings. Fifty percent (50%) plus one member of the voting members of the Board of Directors shall constitute a quorum at a Board of Directors meeting. Unless otherwise authorized by Section 5.9 herein, a voting member of the Board of Directors must be present to vote. The secretary shall provide a written standard agenda for each meeting. Robert’s Rules of Order shall govern the proceedings of all meetings.

Section 5.2 Board of Directors’ Authority: Among other specified duties, the Board of Directors shall exercise the following obligations:

·      Creation, approval and amending of the annual calendar of events,

·      Creation, approval and amending of the administrative policies of the Board of Directors and implementation of those policies,

·      Creation, approval and amending of the annual operating budget,

·      Creation and approval of material expenditures outside the limits of the approved budget,

·      Amending these Bylaws,

·      Creation, approval and amending of the Association Operational Policies and Procedures,

·      Creation, approval and amending of the managers handbook,

·      Approval of the appointment of all managers for the current season,

·      Removal or discipline of any Director, committee member, manager/coach, parent, or player for failure to perform assigned duties, breach of WAGS Code of Conduct or other inappropriate conduct.

·      Approval of initial season practice and game schedules.

Section 5.3 Executive Committee Meetings: The commissioner may from time to time call the executive committee into session. Only executive committee members may be present at such a meeting. Executive committee meetings are for the purpose specifically contained herein as well as for interpretation of these Bylaws, Articles of Association and operational policies and procedures, when time does not permit the assembly of the full Board of Directors. Four members of the executive committee shall constitute a quorum at an executive committee meeting. The commissioner is authorized to vote on this committee.

Section 5.4 Executive Committee Authority: The executive committee shall have the authority to conduct business on all matters not expressly provided for by the duties of the full Board of Directors as provided for in section 5.2. It shall include scholarship and financial aid, insurance coverage, and manager/coach/parent/player issues that the Executive Committee in its discretion believes should remain confidential in the interests of the Association. It shall recommend to the Board of Directors the appointment of replacement managers and coaches if necessary, during any calendar year for both regular season and post-season teams after initial selections have been made and may make interim appointments until the Board of Directors is able to act on any recommendations.

Section 5.5 Grievance and/or Special General Membership Meetings: The Board of Directors will provide a process for the general membership to file a grievance with the board or to request a special general membership meeting.

1.              Grievances.  Any General Member(s) may file a grievance that he or she would like addressed by the Board of Directors by sending a letter or e-mail to any member of the executive committee or to a division director.  That Director will request of the secretary that the agenda of the next scheduled Board of Directors meeting should include discussion of the particular grievance.  If research, analysis or other considerations need to be made to properly address the grievance, then the executive committee shall be responsible for that.  The executive committee shall take the time it needs to properly complete its diligence, if necessary, before the topic is addressed by the Board of Directors.  The Board of Directors will provide the General Members a response after the Board of Directors meeting that reflects the conclusion(s) of the Board of Directors on the topic and/or how the Board of Directors will address the particular grievance.

2.              Special General Membership Meetings. The General Members may request a special General Members meeting by serving a petition upon the Board of Directors.  The petition should bear the signatures of a least 15 percent of the General Members and stating the specific item(s) to be addressed at a special meeting.  The petition for a special meeting must clearly identify each General Member’s name, phone number and e-mail address as well as their signature.  The commissioner shall then call a special meeting as soon as practical after receipt of such petition. Alternatively, a majority vote by the Board of Directors is also sufficient to call a special meeting of the General Members with a specific list of items to be addressed.  The General Members shall be given advance notice of the time and place of any special General Members meetings.  Notice shall be published on the WAGS website at least five days in advance of all special General Members meetings and shall be e-mailed to all signers of the petition.

Section 5.6 Managers Meetings: The Association shall conduct at least one manager’s meeting each year. This meeting shall be attended by the members of the Board of Directors and the managers for each team for the calendar year.  That meeting shall be held at least 30 days prior to the start of the season. The primary purpose of that meeting will be to review the operational policies and Procedures to be utilized during the upcoming season as approved by the Board of Directors. A secondary purpose of the meeting will be to review the activities planned for the upcoming season and determine drafting order in each division.

Section 5.7 Special Managers Meetings: A majority vote by the Board of Directors is sufficient to call a special meeting of all managers. Team managers may call a special managers meeting by serving a petition upon the Board of Directors bearing the signature of at least 25% of the team managers. A special meeting shall then be called by the Board of Directors within ten days of receipt of such petition.  Within each division, the division director may call a meeting of the managers in that division at the discretion of the Division Director.

Section 5.8 Action Without Meeting: Any action which may be taken at any Board of Directors, general membership, or special meeting, including the election of Board of Directors members may be taken without a meeting if the written ballot of every member is solicited and number of ballots cast within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action. In emergency situations, the secretary or any member of the executive committee, with approval of the executive committee, may take a telephone or email ballot of the Board of Directors. Results of a written ballot or telephone/email ballot shall be reported to the Board of Directors at its next scheduled meeting and shall be incorporated into the minutes of that meeting. Any sensitive votes to be taken via email may require a secret ballot rather than an open vote. Any Director may request that a secret ballot vote be tabulated privately with the results to be reviewed only by the executive committee or its designees.

Section 5.9 Proxies: Directors in good standing are entitled to vote at any meeting and may do so only in person or by electronic means providing they are involved in the discussion of the matter being voted on. Voting rights may not be exercised by proxy.

Section 5.10 Voting Policy: All matters concerning WAGS administrative and operational policies and procedures will be decided by a majority vote of the Board of Directors.

Section 5.11 Board Meeting Attendance Policy: Regular attendance of all Directors is desirable at board meetings and at applicable committee meetings. Missing three consecutive monthly board meetings is a condition for potential removal from the board.

ARTICLE 6. ELECTIONS

Section 6.1 Election of the Board of Directors: Prior to the end of August of each fiscal year, a meeting of the board of directors shall be held to elect the voting members of the Board of Directors for the following fiscal year.  This meeting shall not be open to the General Members and shall not be deemed to be a meeting of General Members.  At the meeting, the commissioner shall present this list of candidates for consideration by the Board of Directors.  Any Director who is present at that meeting, or who is participating electronically, may nominate additional candidates for consideration provided that all nominees must have given their prior consent to the nomination and have provided such sufficient information for the Board of Directors to consider their election during that meeting.

Section 6.2 Voting: Once all candidates have been identified and presented to the Board, the election shall proceed by secret ballot cast by the Directors present at the election meeting. The successful candidate shall receive a majority of the ballots cast by the Directors in attendance. In the event of a tie of two or more candidates for which there is only one position before exceeding the maximum number of allowed Directors as described in section 2.2, secret ballot(s) shall be recast until a candidate is selected.

Section 6.3 Terms: Terms of the Board of Directors shall be for two years and shall be concurrent with the fiscal year of the Association. Prior to leaving office, the outgoing Director shall transition all information, data, etc., to the incoming Directors to allow him/her to come up to speed more rapidly.

Section 6.4 Vacancies: Vacancies of any Board of Directors positions, may be filled by recommendation by the commissioner to the Board of Directors and affirmed by a majority vote of the Board of Directors.

Section 6.5 Removal from Office: Any member of the Board of Directors, its associated committees, or appointed staff may be removed from office or appointment for failure to perform assigned duties by a two-thirds vote of the Board of Directors following a disciplinary committee investigation and recommendation as set forth in Sections 2.3 or 4.5.

ARTICLE 7. FINANCIAL POLICIES

Section 7.1 Financial Responsibility: The Board of Directors will decide all matters pertaining to finance. WAGS monies will be expended in a manner that is in the best interest of the Association and its membership.  Monies will be expended in a manner to be fair to all members, teams, and divisions.

Section 7.2 Registration Fees: Registration fees for membership shall cover the player’s registration for the spring season of the current fiscal year only. Additional charges will be assessed if a player participates in All-League, All-Stars, or Fall Ball and/or for additional clinics.  Registration fees may not cover all costs to play for the spring season and each team may collect monies to suit the needs of that team and its players. The Board of Directors shall determine all registration fees.

Section 7.3 Fundraising: The Board of Directors will strictly observe and regulate fundraising activities. These activities must conform to the fundraising laws applicable to nonprofit organizations that may be enacted by the state of California and the U.S. Federal Government.

Section 7.4 Budget: A budget shall be established for all income and expense categories at the beginning of the fiscal year. The budget will be submitted by the October Board of Directors meeting and approved by the Board of Directors by the end of November of each fiscal year.  The budget may be revised from time to time with a majority vote of the Board of Directors. 

Section 7.5 Financial Review:  The accounts of this Association are subject to an annual review by the Board of Directors in the month directly following the close of the fiscal year and/or if requested in writing by 25% of the general membership or by majority vote of the Board of Directors

Section 7.6 Review of the Books and Records: Any General member may review (with sufficient notice) the books and records of the Association maintained by the treasurer. The treasurer will, within 30 days of the fiscal year end, provide to the Board of Directors an accounting of all revenues and expenditures of that year.

Section 7.7 Scholarships: The executive committee shall meet to consider requests and to implement the Association’s aid for deserving participants who may not have the financial means to participate in the Association’s programs (including regular season, All-Stars and All-League), in accordance with any guidance or policies adopted by the Board of Directors. Requests for financial aid shall be made in writing to the commissioner. Requests for financial aid and the distribution of funds for financial assistance shall be administrated on a strictly confidential basis. In order to maintain confidentiality, aid may be provided by a sub-committee of the executive committee, but in no case shall fewer than three executive committee members make a commitment of aid.  If the decision is not unanimous, then the entire executive committee must approve the aid by majority vote.

Section 7.8 Use Of Profits From All-Star Tournament: In a fiscal year where WAGS hosts an All-Star Tournament (Tournament), the net profits of the Tournament shall be allocated as follows unless otherwise approved by the Board of Directors:

(1)   To Fund Participation of a WAGS Team Invited to Nationals: If a WAGS team(s) is invited to Nationals, then 75% of the net profits of the Tournament shall be allocated toward the expenses to be incurred by such team(s) provided that the net profits of the Tournament are known or are easily calculated.  If the net profits from the Tournament are not known or easily calculated, then 50% of the anticipated net profits shall be allocated toward the expenses to be incurred by such team(s).  In no event shall more than $400 per player be allocated to the expenses to be incurred by such team(s) unless a separate allocation is approved by the board of directors.  The Director of All-Stars shall be responsible for coordinating with the treasurer to make calculations stated herein and for making any recommendations to the Board of Directors to approve an allocation other than as is allowed herein.

(2)   To Reduce All-Star Costs in the Following Fiscal Year:  The balance of net profits of the Tournament after the allocation made in Section 7.8(1) may be allocated to reduce the costs charged to players participating in the All-Star season occurring in the following fiscal year at the discretion of the Director of All-Stars.

ARTICLE 8. DIVISIONS

Section 8.1 Divisions of Play: Depending on the results of the registration process, the Association will offer the following divisions of play:

                        Tee Ball                      4 ½ and 5 year olds

                        6U                               6 year olds

                        8U                               7 and 8 year olds

                        10U                             9 and 10 year olds

                        12U                             11 and 12 year olds

                        14U                             13 and 14 year olds

                        High School               15 and 16 year olds

All ages are determined by the player’s age as of December 31st of the previous calendar year.

The Association will make an effort to accommodate players 15–16 years of age through the establishment of a high school division. If there are an insufficient number of players to form a high school division, the Association may accommodate players through the development of an interleague team(s) to compete against teams in this same age division from other interleague teams in the area. The Association has the option of refunding the registration fee(s) of players 15–16 years of age if such accommodation cannot be made. The Association also has the option of placing the 15 year olds and 16 year olds in the 14U division; however, in such a case, these players shall not be eligible for tournament team All-Star consideration.

Section 8.2 Players Wishing to Play Up or Down: Players who wish to play up or down in a division must notify the director of registration at the time of registration. This request should be forwarded from the director of registration to the division directors of the two affected divisions and the Director of player/coach development.

Players requesting to play down will only be eligible in the All-Star division for their appropriate age (based on USA Softball rules for her date of birth for the then- current season).

If any players request to play up, then skills evaluation committee will form a “play up” subcommittee (consisting of the commissioner, the Director of player/coach development, the Director of All-Stars, and the division Directors of the two affected divisions). 

Players requesting to play up will be evaluated in the division they wish to play up in and in the division their age places them in. The player will be watched going through the skills evaluation stations and may be asked to participate in additional drills.

The decision to allow a player to play up or down shall be at the sole discretion of the committee based upon the best interests of the player and the division(s).

ARTICLE 9. TEAM DRAW/DRAFT

Section 9.1 Team Draw/Draft Process: Prior to the date of the team draw/draft, the rules committee shall submit to the Board of Directors for adoption the method(s) and policies that shall govern the team draw/draft process. It shall be the objective of the adopted method(s) and policies to reasonably provide for the equal distribution of talent among the teams within each division.  The draft process shall be part of the manager’s handbook.

Section 9.2 Players Per Team: At the time of the team draw/draft, the Board of Directors shall make every effort to place a maximum of eight players for Tee Ball division and 12 players on each team in all other divisions. At the division Director’s discretion, he/she may allow 10–13 players on a team to accommodate divisional balance.

ARTICLE 10. TOURNAMENT TEAMS

Section 10.1 Tournament Team All-Star Selection Process: All-Star selections must conform to USA Softball standard rules and eligibility. Prior to Association registration, the Board of Directors shall adopt the methods and policies of the rules committee pertaining to election of All-Stars for league tournament teams. These policies will be distributed to all managers in their manager’s handbook.  All the secret ballots from the All-Star selection meeting are to be maintained and kept secret by the division Director for one year in case the Board of Directors has a need to audit the process/results. A player who is authorized by the WAGS Board of Directors to play up in age group during the regular season MUST return to their appropriate age group for All-Star play. Any exception requires the application in writing and approval of the WAGS commissioner, WAGS director of All-Stars, and the division directors for both affected divisions.

Section 10.2 All-Star Managers: Managerial candidates will be nominated and confirmed by the Board of Directors. The director of All-Stars may employ additional selection criteria to aid in the selection process, but the final vote will be confirmed by the Board of Directors. Those confirmed will be placed in order from first choice to last choice by a vote of the board at a meeting to be held prior to the selection meeting for All-Star players. This information remains confidential and is known only by the commissioner, the appropriate division director and the Director of All-Stars until such time as the All-Star players are selected.  However, if the commissioner or the Director of All-Stars is an All-Star manager candidate, then the following Directors would stand in his/her places in the following order: the sergeant at arms, the Director of player/coach development, the secretary, the treasurer.  The All-Star manager selection meeting shall be closed to the General Members.

ARTICLE 11. RULES OF PLAY

Section 11.1 Applicable Rules: All teams participating in the WAGS divisions will be governed by the fast pitch rules of USA Softball. WAGS supplemental playing rules specific to each division will take precedence over those rules and can be found in the manager’s handbook.

Section 11.2 WAGS Operational Policies and Procedures: The Board of Directors shall annually adopt a set of operational policies and procedures, which shall govern the day-to-day operational management of the Association. These policies and procedures, also included in the manager’s handbook, shall address the varied operational aspects of the Association to include:

Parental Support to the Association

Team Management

Player Education and Training

Player Evaluation

Field Maintenance

Equipment Return

Rules of Play

Uniforms

Supplemental Rules

Umpire Guidelines/Evaluation

Playing Requirements

Protests

Safety and Security

Awards/Recognition

Tournament Teams

The WAGS operational policies and procedures will also include other such items that the Board of Directors shall deem necessary to enhance the operation of the Association. The Operational Policies and Procedures shall be adopted by a majority vote of the Directors at a regular Board of Directors meeting each year. Changes or amendments to these operational policies and procedures after initial approval by the Board of Director shall require a majority vote of at least 50% of the Directors.

ARTICLE 12. INDEMNIFICATION AND INSURANCE

Section 12.1 Indemnification: The Association shall, to the maximum extent permitted by law, indemnify each of its Agents against expenses, judgments, fines, settlements, and other amounts arising by reason of the fact any such person is or was an agent of the Association. For purposes of this section, an “Agent” of the Association includes any person who is or was an officer, director, employee, or other agent of the Association; or is or who was serving at the request of the Association as an officer, director, employee, or agent of another Association, partnership, joint venture, trust of other enterprise; or was a director, officer, employee, or agent of an Association that was a predecessor Association of the Association or of another enterprise at the request of such predecessor Association.

Section 12.2 Insurance: The Association shall have power to purchase and maintain a bond or insurance policy on behalf of any Agent of the Association against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such whether or not the Association would have the power to indemnify the Agent against such liability under this Article 12. The Association will also purchase a Fidelity Bond to cover financial loss due to criminal activity.  The Commissioner shall make proposals and recommendations to the executive for the type of insurance to be obtained by the Association as well as coverages and limits of coverage.  At a minimum, the Commissioner shall propose a policy of Commercial General Liability Insurance and Directors and Officers Insurance.  The executive committee shall approve those proposals and recommendations prior to procurement of any policy of insurance.  To the extent that it is commercially available, any policy of insurance that is procured by the Association shall cover players, coaches, managers, team officials, members of the Board of Directors and administrators.  Insurance may be provided under the umbrella of USA Softball Insurance.

ARTICLE 13. AMENDMENTS

These Bylaws may be repealed by a vote of two thirds of the full Board of Directors.  These Bylaws and Articles may be amended as allowed by law and pursuant to a meeting under section 5.1.   However, any amendment that materially changes the mission or goal of the Association requires a two thirds vote of the full Board of Directors.  The Association’s Operational Policies and Procedures may be amended as set forth in Section 11.2 of these Bylaws.

These Bylaws were approved and adopted through meetings of the Association and by majority vote of the board of directors as is reflected in the Association’s official minutes.

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Ryan Kido, Commissioner