GCSSA Bylaws

Section 1. Place of Meeting.

The meetings of the members shall be held at such place and at such time as may be designated by the Board.

Section 2. Regular General Meetings.

Regular General Meetings shall be held four (4) times per year, in January, April, August and November. The exact date, time and location of these meetings shall be set forth in the notice calling the meeting.

Section 3. Special Meetings.

(a) Persons Entitled to Call Special Meetings. A majority of the Board, the president, or five (5) percent or more of the eligible Members may call Special Meetings of the Members at any time to consider any lawful business of the Association. (California Non-Profit Corporation Law, Chapter 5, Article 1, 7510 (e))

(b) Procedures for Calling Special Meetings Requested by Members. If a Special Meeting is called by Members other than the Board of Directors or President, the request shall be submitted by such Members in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by first class mail or other written communication to the President, Vice President, or the Secretary of the Association.

The officer receiving the request shall cause notice to be given promptly in accordance with Section 4 (e) of this Article IV to the Members entitled to vote, in accordance with the provisions of Section 5 of this Article IV. Such notice will state that a meeting will be held, the date, time and purpose for such meeting, and the name or names of the members requesting the special meeting. The Special Meeting date shall be not less than fifteen (15) or more than forty-five (45) days following the receipt of such request.

If the notice is not given by the Association within fifteen (15) days after receipt of the request, the persons requesting the Special Meeting may give the notice at the expense of the Association.

Nothing in this subparagraph (b) shall be construed as limiting, fixing, or affecting the time that a meeting of the Members may be held when the meeting is called by action of the Board of Directors or by the President.

Section 4. Regular General Meetings.

Notice of a Regular General Meeting of Members shall:

(a) Be given in writing as provided in subsection (e) of this section to each Member who, as of the record date established pursuant to Section 5 of this Article, is entitled to receive notice.

(b) Specify the date, place and time of the Regular General Meeting and those matters which the Board, at the time the notice is given, intends to present for action either by the Board or by the members present at the Regular General Meeting. Except as provided in Article V, Section, the Association Members may present any proper matter at a Regular General Meeting for action by the Board of Directors.

(c) If candidates or proposals are to be voted upon, state the names of the candidates for election to the Board or the specific proposal to be voted on.

(d) State the number of members required to be present at the meeting to meet the quorum required by Article V, Section 3 of these Bylaws.

(e) Be given by e-mail, or regular first class mail, charges prepaid, addressed to each Member either at the address of the Member appearing on the books of the Association or the membership records of the Association, on the Member’s application for Association membership or the address given by the Member to the Association for the purpose of notice. Notice of a Regular General Meeting contained in an Association Newsletter shall comply with these notice requirements.

(f) Be given not less than fifteen (15) days or more than forty-five (45) before the Regular General Meeting.

Section 5. Record Date to Determine Notice and Voting Rights.

The record date for the purpose of determining the Members entitled to notice of any meeting of the Members and eligibility to vote at a Membership meeting or to cast written ballots in accordance with Article V. Sections 4 and 5 of these Bylaws shall be those Members in good standing as of the first day of League play each year.

Only Members of record as of this date are entitled to notice as provided by this Article or eligible to vote as provided in Article V.

Section 6. Regular General Meeting Procedure.

All Regular General Meetings of the Association shall:

(a) Be conducted according to parliamentary procedures as defined in the latest edition of Robert's Rules of Order.

(b) Follow the following Order of Business

(i) Call to Order

(i) Read Minutes of the Last Meeting

(ii) Treasurer's Report

(iii) Committee Reports

(iv) Communications

(v) Old Business

(vi) New Business

(vii) Good of the Association

(viii) Adjournment

ARTICLE V: MEMBERSHIP VOTING

Section 1. Member Voting Rights.

On each matter submitted to a vote of the members, by written ballot, in accordance with Sections 4 and 5 of this Article V, or at a meeting of the Members called and held pursuant to Article IV hereof, each Member shall be entitled to one vote.

Section 2. Eligibility to Vote.

Members entitled to vote at any meeting of Members should be those who are Members in good standing as of the date determined in accordance with Section 5 of Article IV hereof. In order to be in good standing a Member must be current in the Dues and Assessments that may be established by the Board of Directors by resolution.

Section 3. Quorum Requirements.

(a) The following quorum requirements must be satisfied for any meeting of the Members or action by written ballot pursuant to Sections 4 and 5 of this Article V:

(i) Regular General Meetings. In the case of a duly noticed Regular General Meeting, the quorum shall be those Association members present, in good standing, who are eligible to vote, or as more particularly described otherwise in these Bylaws.

(ii) Special Meetings. In the case of a Special Meeting called for by action of five (5%) percent of the Association Membership pursuant to ARTICLE IV, Section 3 (a)(b), a quorum of twenty-five (25%) percent of the total eligible Association Membership voting power must be present at the Special Meeting in order to conduct any Association business other than to adjourn.

In the case of a Special Meeting requested by a majority of the Association Board of Directors or by the Association President or any Association Board member lawfully acting in the capacity of Association President pursuant to ARTICLE IV, Section 3(a), ARTICLE X, Section 6, a quorum shall be those Association Members present at the Special Meeting, in good standing who are eligible to vote, or as more particularly described otherwise in these Bylaws.

(iii) Mail Ballots. In case of a mail ballot the quorum shall be one-third (1/3) of those Association Members in good standing eligible to vote, or as more particularly described otherwise established in these Bylaws.

(b) All Association Members, including Members of the Association Board of Directors, present at a Regular General Meeting or a Special Meeting shall be counted towards satisfaction of the quorum requirements set forth in these Association Bylaws.

Section 4. Manner of Casting Votes

(a) Use of Ballots. Voting by Association Members at any Regular General Meeting or Special Meeting in which the Association Board of Directors determines a vote by the Association Members is required such vote shall be done by a show of hands unless a majority of the Association Membership present requests by a show of hands requests the voting be done by secret written ballot.

(b) Voting in Director Elections. Members eligible to vote in any annual election of Directors are entitled to cast one vote per each vacancy on the Board. No more than one vote may be cast for anyone vacancy. If written or mail ballots are utilized, failure to vote for a candidate to fill every vacancy shall not invalidate those ballots.

Section 5. Action by Written Mail Ballot without a Meeting.

(a) Any matter or issue requiring the vote of the Members, including the election of Directors, may be submitted for a vote by written mail ballot without the necessity of calling a Regular or Special Meeting of the members so long as the procedures in this Section 5 are observed. The determination to seek Member approval for Association action by written mail ballot shall be made by a majority of the Board or by eligible Members possessing five (5) percent of the total votes of the Membership signing a written request and delivering this request to the President, Vice-President or secretary of the Association.

In the event that any matter or issue is to be voted upon by written mail ballot, the Board shall establish a record date in accordance with Article IV, Section 5 of these Bylaws and shall distribute the election material to every Member not less than thirty (30) days prior to the final date established by the Board for the receipt and counting of ballots.

The written mail ballot shall set forth the proposed action to be voted upon, provide an opportunity to express approval or disapproval of the proposal and shall provide a reasonable time within which to return the written mail ballot to the Association.

(b) Approval by written mail ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum requirement provided for in Article V., Section 3, (iii) of these Bylaws.

(c) Written mail ballots shall be solicited in a manner consistent with the requirements of Article IV pertaining to the giving of notice of Member's Meetings. All solicitations of written mail ballots shall indicate the number of responses needed to meet the quorum requirement for valid action and, with respect to written mail ballots other than for the election of Directors, shall state the percentage of affirmative votes necessary to approve the measure submitted.

(d) With the exception of written mail ballots cast in the election of Directors, upon tabulation of the written mail ballots, the Board shall notify the Members within thirty (30) days of the close of balloting of the outcome of the balloting process. In the case of an election of Directors conducted by written mail ballot, the results of the election shall be announced at the November Regular Meeting of the Members. If insufficient written mail ballots to constitute a quorum are cast, the Board shall so notify the Members.

(e) Once exercised, a written mail ballot may not be revoked.

(f) Use of the written mail ballot voting procedures provided herein shall not preclude the Association from also conducting a meeting of the Members which coincides with the culmination of the time period specified for return of written mail ballots on any proposal.

(g) Use of the written mail ballot voting procedure in the election of Directors shall be subject to the additional rules specified in Article VI, Section 4, below.

Section 6. Majority Vote Requirement.

If a quorum is present, the affirmative vote of a majority of the Members present at the meeting, entitled to vote, and voting on any matter shall be the act of the Members, unless the vote of a greater number is required by California's Non-Profit Corporation Law or by the Articles of Incorporation, or Bylaws of the Association.

ARTICLE VI: BOARD OF DIRECTORS

Section 1. General Powers.

Subject to the provisions of the California Non-Profit Corporation Law and any limitations in the Declaration, Articles of Incorporation and these Bylaws relating to action required to be approved by the Association Members, the business and affairs of the Association shall be conducted and all corporate powers shall be vested in and exercised by or under the direction of the Association's Board of Directors. Unless required by other sections of these Association Bylaws any action taken or authorized to be taken by the Association Board of Directors need only be approved by a majority of the Board of Directors.

Section 2. Number and Qualification of Directors.

(a) The Association Board of Directors shall consist of seven (7) Association Regular Members in good standing with all Association fees and assessments current

Section 3. Term of Office.

(a) All Directors/Officers of the Association shall be elected to a two (2) year term of office. Each Board of Director position shall be numbered consecutively from one (1) to seven (7). Even numbered Director positions, Two, Four, and Six (2,4,6) shall be filled by Membership elections held in even numbered years. Odd numbered Director positions, One, Three, Five and Seven (1,3,5,7) shall be filled by Membership elections held during odd-numbered years. Directors may not serve more than two (2) consecutive terms on the Association Board. Association members newly elected to the Association Board shall commence their terms of office at the close of the November Regular General Meeting.

(b) A Director/Officer elected or appointed to fill a vacancy on the Board resulting for reasons other than expiration of the Director's term, shall hold office for the balance of the term represented by the vacancy.

(c) The immediate Past President, at his discretion, will remain only as an advisor to the Board, but cannot vote on Board issues.

(d) Outgoing Directors/Officers give their final reports, written if required, i.e. Finance Report, at the November General Meeting. Their term ends at the close of this meeting.

Section 4. Election of Directors.

(a) The annual election of Directors shall be conducted in accordance with Article V and is held in August of each year on a date established by resolution of the Board of Directors.

Section 5. Election Procedure.

(a) Nominating Committee Candidates. The Nominating Committee shall nominate at least one candidate for each vacancy reporting their recommendations to the Secretary in sufficient time for the Secretary to publish the list of candidates in the August Meeting Notice to Members, which is at least ten (10) days prior to the meeting.

(b) Election Committee Process. The Committee is responsible to:

(i) Design and produce a Mail Ballot which includes:

¨ Instructions

¨ Lists the Candidates, and if available, a candidate’s statement

¨ States the deadline for ballot return

¨ Include a self-addressed return envelope (no stamp)

¨ Other

¨ Mail to the Members or distribute to Association Membership at League games

The Committee meets within three (3) days after the established valid balloting deadline.

The Ballots are opened and two pairs of two do the tallying, separately. (Chairman and three Members)

The tally is verified, results listed and signed by all four members.

(v) The Chairman submits the written, signed results, to the Board of Directors.

The Board of Directors announces and records the election results at their October Board of Directors Meeting.

(vii) Each of the candidates is sent a letter from the President thanking them for running, including the results of the election process.

(viii) The Election Committee verbally reports the election results at the November General Meeting. The President files the signed Election Committee Report with the Secretary to include in the records.

Section 6. Removal of Directors.

(a) The Board of Directors shall remove a Director and declare his office vacant if during his term of office he has:

(i) Been declared of unsound mind by court order or

(ii) Been convicted of a felony; or,

(b) The Board of Directors may remove a Director and declare his office vacant if during his term of office he has:

(i) Experienced three of more unexcused absences established or duly noticed in accordance with the provisions of Article IV of these Bylaws and California law: or

(ii) Fails to maintain his status as a GCSSA Member in good standing.

(i) A petition must be presented in person to the President, Vice-President or Secretary of the Association that carries the signatures of eligible voters representing at least 25% of the total eligible voting membership.

Such petition must contain a statement describing the reason(s) the petitioners are seeking the Director's removal; the signature of each petitioner in his own handwriting; the identity of the sponsors of the petition; and fulfill all other requirements required by law.

(ii) Within ten (10) days after receipt of such petition, the Board shall either call a special Meeting or announce the procedures for conducting a written mail ballot of the Members to vote upon the petition.

Such meeting or written mail ballot shall be conducted not less than twenty (20) or more than thirty (30) days after the petition is presented.

If the Board fails to set a date for, and give the Members notice of, such meeting or written mail ballot within ten (10) days, the Members initiating the petition may call such meeting on their own initiative without Board approval or sanction.

(iii) The Director(s) whose removal is being sought shall have the right to rebut the allegations contained in the petition orally, in writing or both. If in writing, such rebuttal shall be mailed by the Association or otherwise provided to the Membership with the ballot.

(iv) In order to remove a Director a two-thirds (2/3) majority vote of the below listed quorums are required prior to any such voting and/or removal.

¨ If to be voted upon at a duly noticed Membership Meeting, a quorum of twenty- five (25%) percent of the total eligible Membership voting power must be present in order to vote.

¨ If to be voted upon by mail ballot, said balloting shall be conducted in accordance with Article V, hereof. A quorum of fifty (50%) percent of the total eligible Membership voting power must respond to satisfy a quorum.

¨ If the quorum requirement for a valid meeting is not satisfied, or, if the vote results in a tie, or if there are insufficient mail ballots returned, the removal action will have failed.

Section 7. Vacancies on Board of Directors.

(a) A vacancy or vacancies in the Board of Directors shall be deemed to exist on the occurrence of the death, resignation or removal of a Director.

(b) Vacancies on the Board of Directors shall be filled by a majority vote of the remaining Directors though less than a quorum or by a sole remaining Director unless the vacancy is created through removal of a Director by the Members, in which case the vacancy shall be filled by the affirmative vote of a majority of the Membership represented and voting at a duly held meeting at which a quorum is present or voting by written mail ballot in accordance with Article V hereof.

Furthermore, the Members may elect a Director or Directors at any time to fill any vacancy or vacancies not filled by the Directors by an election conducted at a duly held meeting of the Members at which a quorum is present or by written mail ballot in accordance with Article V hereof.

(c) Reduction of the authorized number of Directors by amendment of these Bylaws shall not have the effect of removing any Director before that Director's term of office expires.

ARTICLE VII: DIRECTOR'S MEETINGS AND EXECUTIVE SESSIONS

Section 1. Place of Meetings.

Regular General Meetings and Special Meetings of the Association Membership may be held any place that has been designated by the Board and stated in the notice of the meeting.

Section 2. Director's Meetings.

The Association Board of Directors shall meet as often as the needs of the Association demand. The Board of Directors shall meet in response to the call of the President, or in response to the verbal or written request of any two (2) Directors. Written notice of meetings by the Association Board of Directors need not be provided to the Association Membership.

Section 3. Executive Sessions of the Board.

The Board upon call of the President or two or more Directors, shall meet in Executive Session to deal with:

(a) Litigation in which the Association is or may become a party;

(b) Personnel matters;

(d) The minutes of Executive Sessions of the Board shall be kept separately from the minutes of Regular General Meetings and Special Meetings, shall be kept confidential and shall not be subject to inspection without an order from a court of competent jurisdiction

Section 4. Attendance by Members.

All meetings of the Board, except Executive Sessions, shall be open to Members of the Association. Members’ participation shall be permitted subject to restriction in individual instances by the presiding officer or by a majority of the Board Members present.

Section 5. Quorum Requirements.

A quorum for purpose of a Director's Meeting consists of the President, or Vice President and any three (3) Members of the Board. A majority of the authorized number of Directors shall constitute a quorum for the transaction of business, except to adjourn as provided in Section 7 of this Article VII. Every act or decision done or made by a majority of the Directors present shall be regarded as the act of the Board of Directors, subject to the provisions of the California Non-profit Corporation Law.

A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors below a quorum, if any action taken is approved by at least a majority of the required quorum for the meeting.

Section 6. Waiver of Notice.

The transaction of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if:

(a) A quorum is present; and

(b) Either before or after the meeting, each of the Directors not present, individually or collectively, signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. The waiver or notice or consent need not specify the purpose of the meeting.

All waivers, consents, and approvals shall be filed with the Association records or made part of the minutes of the meeting. Action by unanimous written consent of the Board shall have the same force and effect as a unanimous vote of the Board at a meeting. The requirement of notice of a meeting shall also be deemed to have been waived by any Director who attends the meeting without protesting before or at its commencement about the lack of notice.

Section 7. Adjournment.

A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place or may adjourn for purposes of reconvening in Executive Session: provided however, that adjournment to Executive Session can only be effected by approval of a majority of a quorum of the Board and then only for the purposes specified in Section 3 above.

If the meeting is adjourned for more than 24 hours, notice of adjournment to any other time or place shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment. Except as herein above provided, notice of adjournment need not be given.

Section 8. Emergency Action by the Board Without a Formal Meeting.

In the event of any situation affecting the Association deemed to be an emergency, any action required, permitted or authorized to be taken by the Board of Directors may be taken without convening a formal Board of Directors meeting, if a majority of the Board, consent in writing to that action taken before or after the Board’s action is approved or taken. Such action by written consent shall have the same force and effect as vote of approval by a majority of the Board. Such written consent or consents shall be incorporated into and filed with the minutes of the proceedings at the next meeting of the Board of Directors.

Section 9. Compensation.

Directors, officers and Members of committees shall not be entitled to compensation for their services as such, although they may be reimbursed for such actual expenses as may be determined by resolution of the Board of Directors to be just and reasonable.

ARTICLE VIII: DUTIES AND POWERS OF THE BOARD

Section 1. Specific Powers.

Without prejudice to the general powers of the Board of Directors set forth in Article VI, the Directors shall have the power to:

a) Select and remove all officers, except those elected, members of committees, agents and employees of the Association and prescribe such powers and duties for them consistent with the law under the Articles of Incorporation and these Bylaws.

(b) Conduct, manage and control the affairs and business of the Association and its property.

(c) Establish Policies, Rules and Regulations, subject to provisions of the Bylaws. Policies, Rules and Regulations adopted by the Board shall be consistent with the law, other governing documents and these Bylaws.

(d) Enforce all provisions of these Bylaws, policies, Rules and Regulations relating to the control and management of this Association.

(e) Contract for and pay premiums for liability and other insurance and bonds (including indemnity bonds) which may be required from time to time by the Association.

(f) Contract and pay for indebtedness incurred for material, supplies, equipment, and services that may be required from time to time in relation to the operation of the Association.

(g) Pay all taxes and all charges, which is or would become an indebtedness owed by the Association.

(h) Delegate its duties and powers but not its responsibilities.

(i) Levy and collect fees and assessments from the members of the Association in accordance with the Bylaws.

(j) Perform all acts required of the Board of Directors under the Bylaws.

(k) Prepare budgets and maintain a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals prepare an annual financial report, a copy of which shall be provided to any Member upon request as provided in Article XII, Section 1 hereof.

(l) Appoint such committees, s it deems necessary from time to time in connection with the affairs of the Association in accordance with Article IX of these Bylaws.

(m) Fill vacancies on the Board of Directors, including Officer's positions, or on any committee, except for a vacancy created by the removal of a Director/Officer by the Membership.

(n) Open bank accounts on behalf of the Association and designate the signatories to such bank accounts.

(o) Expend monies for items and services that are reasonably necessary for the functioning of the Association. Typical categories of these expense are for the following: uniforms, playing equipment, line marker, park fees, umpire fees, scorekeeper fees, statistician fees, insurance, trophies and plaques, championship jackets and shirts, awards banquet, social picnics, and newsletters. Other than for the categories listed above, any single Major Expense or Capital Improvement that exceeds 7% of the annual Association budget will need Membership approval pursuant to ARTICLE VIII, Section 2 (b) of these Bylaws.

(p) Sell, donate or contribute to a non-profit organization any Association property that is no longer needed by the Association

Any Disciplinary action against a Member shall be subject to a hearing and due process requirements set forth in Article XII, Sections 7 and 8 of these Bylaws.

Section 2. Limitations on Power.

Without the vote or written assent of the majority of a quorum of the Members voting, either at a duly held meeting of the Members, or by written mail ballot pursuant to Article V herein, the Board of Directors shall not take any of the following actions:

(a) Enter into a contract, the duration of which is one year and one day or longer, for the furnishing of goods or services to the Association.

(b) Incur expenditure for any Special Major Expense and/or Capital Improvement without the approval of a two-thirds (2/3) majority vote of the Members voting at a duly held meeting of the membership at which a quorum is present, or, if by a mail ballot, a two-thirds (2/3) majority vote of a quorum (25%) of those GCSSA Members eligible to vote pursuant to Article V, Section 3 (iii) herein. A Special Major Expense or Capital Improvement is defined as any expense which exceeds 7% of the annual budget, AND does not fall in the "typical" categories described in Section 1 (o) of this Article VIII.

(c) Pay compensation to members of the Board of Directors or Officers of the Association; provided that Directors and Officers can be reimbursed for reasonable out- of-pocket expenses verified in writing, incurred in the discharge of their duties.

ARTICLE IX: COMMITTEES

Section 1.

The Board of Directors shall establish Association Committees as determined to be necessary for the successful functioning of the Association. In addition to those discretionary Committees there shall be three (3) Association Standing Committees. Each Committee shall be responsible to and report its recommendations to the Board of Directors for its ratification, approval and/or recommendations.

(a) Nominating/Election Committee. This committee shall be selected between July 1^st and July 15^th of each year and shall consist of three (3) Association Members in good standing selected by the Chair who shall be appointed by the Board of Directors. The Election Committee shall select or draft one candidate for each vacancy on the Board of Directors. The Election Committee shall report their selections to the Association Members at the August Association General Meeting at which time additional nominations maybe made from the floor by Association Members

Upon completion of their Nominating Committee duties these same individuals immediately become the Election Committee.

(b) Election Committee Responsibility. Upon required transition from the Nominating Committee duties, shall now be responsible for conducting all written Ballot Elections of Directors.

(c) Rules Committee. The Chair of the Rules Committee shall be appointed by the Association Board of Directors prior to November 1^st. The Chair shall be selected from Association Membership and shall be a member in good standing. The Chair shall select four members of the Association to serve on the Rules Committee. The Rules Committee shall:

(i) Meet as often as necessary as determined by the Rules Committee at a location selected by the Committee. Notice of Rules Committee meetings need not be given to Association Members.

(ii) Be responsible for making rule revision recommendations to the Association Board of Directors for approval. A quorum of the Rules Committee shall be when three (3) or more Committee members are present. Approval of rule change or recommendations made to the Board shall require only a majority of the Rules Committee voting. All such recommended changes shall be submitted to the Association Board in writing.

(iii) Be responsible for the interpretation of all American Softball Association (ASA) and Association rules.

(iv) Accept, review and make recommendations to the Board of Directors regarding proposed rule changes received from individual Association Members.

(v) Prepare and distribute to all Association team managers, players, umpires and scorekeepers approved copies of Association rules prior to the start of Association League play each year.

The Members of this Committee shall be four (4) GCSSA Members selected from the Team Managers by the Chairman. No GCSSA Director can be a Member of the Rules Committee. The Rules Committee shall interpret and enforce all American Softball Association (ASA) and local rules. They are responsible to receive and act upon all rules suggestions documenting any changes and cause to be maintained a current book of Rules of GCSSA League Play.

(d) Audit Committee. Prior to the August General Meeting the Association Board of Directors shall appoint the Chair of the Audit Committee. The Chair shall be an Association Member in good standing, who shall select two other Association Members to serve on the Audit Committee. The Audit Committee’s functions and responsibilities are as follows:

(i) The Audit Committee shall be responsible for the review and verification of the expenditures and accountability of the GCSSA Treasury. An oral report shall be made to the Members at the November General Meeting and a written report of their findings shall be submitted to the Secretary for placement in the minutes.

If discrepancies are found, they should be identified along with suggested corrective measures that should be taken, or, that have been taken.

(ii) An Audit Committee, upon the Treasurer's resignation or removal from office, shall be immediately appointed by the President and be responsible for a review and verification of the expenditures and accountability of the GCSSA Treasury for the period of time served by the Treasurer.

A written report shall be submitted to the Board within twenty (20) days of appointment with an oral report to be made at the next regular membership meeting following the written report deadline.

Section 2. Appointment to Committees.

The Board may, by resolution adopted by a majority of the Directors then in office, appoint committees, each consisting of three (3) or more Members, to serve at the pleasure of the Board. Committees so appointed shall exercise such functions and authority as may be assigned by the Board and/or required by these Bylaws.

Section 3. Chairmen.

The President shall be responsible to appoint and remove chairmen of all committees from the Board appointed committee members.

Section 4. Membership and Function of Committees.

Committee membership shall be limited to Association Members in good standing. The Board of Directors in compliance with these Bylaws shall govern the structure, responsibilities and function of committees.

ARTICLE X: OFFICERS

Section 1. Officers Generally.

The Officers of this Association shall be selected from within the Directors so elected, and consist of a President, Vice-President,

Secretary, Treasurer, and a Sgt-at-Arms. The Association may also have, at the discretion of the Board, one or more assistant Secretaries, one or more assistant Treasurers, and such other Officers as may be appointed in accordance with the provisions of Section 2 following. A Board Member may not hold more than one office concurrently.

Section 2. Subordinate Officers.

The Board may appoint such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws and as the Board may from time to time determine.

Section 3. Resignation of Officers.

Any Officer may resign at any time by giving written notice to the Board or the President or to the Secretary. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner so prescribed in Article VI, Section 7 of these Bylaws.

Section 5. President.

The President shall be the Chief Executive Officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the affairs and Officers of the Association. He shall preside at all meetings of the Board, and shall have the general power and duties of management usually vested in the office of president of a corporation, together with such other powers and duties as may be prescribed by the Board or the Bylaws. The President, or his appointee, shall be responsible for all liaisons with the Western Gateway Park Board of Directors.

Section 6. Vice President.

The Vice-President shall, in the absence or disability of the President, perform all 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. He shall have such other powers and perform such other duties as from time to time may be prescribed by the Board and the Bylaws.

Section 7. Secretary.

The Secretary shall:

(a) Keep, or cause to be kept, a Book of Minutes of all meetings of Directors and Members, with the time and place of holding same, whether Regular or Special, how authorized, the notice thereof given, the name of those present at Director's Meetings, the number of Members present at Members Meetings, and the proceedings thereof, and records of the number of Member votes cast when voting.

(b) Give, or cause to be given, notice of all Regular General Meetings and Special Meetings as directed by these Bylaws.

(c) Give or cause to be given notice of all meeting of Directors and/or the Membership of the Association as directed by these Bylaws.

(d) Keep and maintain a copy of the Association Bylaws and Articles of Incorporation, certified by the Secretary to be the updated, current governing documents which shall be kept in a book open to inspection by any member at all times during meeting hours upon request.

(e) Keep the Seal of the Association in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by the Bylaws.

Section 8. Treasurer.

The Treasurer shall:

(a) Keep and maintain, or cause to be kept or maintained, adequate and correct accounts of the property and business transactions of the Association, including accounts of its assets, liabilities, receipts, disbursements and other matters customarily included in financial statements.

(b) Keep and maintain, or cause to be kept and maintained, the books and records which shall be audited annually as more particularly set forth in Article XI, Section 5 (c) herein.

(c) Deposit or cause to be deposited, in a timely manner, all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board.

(d) Disperse or cause to be dispersed, the funds of the Association as may be ordered by the Board, and shall render to the President and Directors whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board or the Bylaws.

(e) Prepare, maintain and present a written statement of current financial condition of the treasury at each monthly meeting of the Board and at each Regular Scheduled meeting of the membership.

If required by the Board, the Treasurer shall be bonded in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of his office and for restoration to the Association of all its books, papers, vouchers, money, and other property of every kind in his possession or under his control upon his death, resignation, or removal from office.

Section 9. Sergeant at Arms.

The Sergeant at Arms, under the direction of the presiding officer, maintains order and decorum among the members and all persons present at a meeting.

(a) He may act as doorkeeper and is responsible for admitting only eligible persons.

(b) He is generally responsible for the comfort and convenience of the assembly.

(c) It is his responsibility and duty to, or causes to be done, the arrangement for, and setting up of meeting equipment, such as podium, audio systems, chairs and tables, etc.

ARTICLE XI: FEES, ASSESSMENTS AND FINANCES

Section 1. Association Fees and Assessments.

Association Members are subject to the payment of fees and assessments necessary to conduct the business and affairs of the Association as set forth and established by the Board of Directors in the Association annual budget

(a) All Association fees and assessments shall be paid prior to the Association players’ draft.

(b) The annual proposed Association Budget shall be established and approved by the Board of Directors prior to January 1^st each year. The Association operating budget shall be prepared by the Association Treasurer immediately after the Association player draft and submitted to the Board of Directors for approval. Thereafter, the Association budget may be revised as necessary by actions of the Board. As part of the budget approval process the Board shall establish the Membership fees and Sponsor fees.

Section 2. Checks.

All checks or demands for money and notes of the Association shall have two signatures being signed by the Treasurer, and/or the President, and/or one other designated Board Member or signature authority as required by State Law and as the Board of Directors may designate.

The signatures of at least two Board members or an Officer and a Board Member (if the designated Officer is not a Board member) shall be required for withdrawal of monies from the Association's accounts.

Section 3. Operating Account.

There shall be established and maintained a cash deposit account(s) into which shall be deposited all monies received in the name of the Association to include all income whether annually established fees and assessments as fixed and determin