ROGUE VALLEY SOFTBALL ASSOCIATION BYLAWS
Date of Enactment: September 20, 2017
Article 1 – Name
The name of this corporation is the Rogue Valley Softball Association hereinafter recognized as RVSA or the Association.
Article 2 – Purpose
RVSA is a predominately senior recreational softball association for both men and women and formed under the guidelines of the Oregon Revised Statues, Chapter 65, Non-Profit Corporations.
RVSA, as a senior recreational softball association, places an emphasis on commingling of all members while encouraging safe play, improvement of skills, good sportsmanship, and fun.
RVSA adheres to softball rules of play as established by Senior Softball USA (SSUSA) while reserving the right to establish additional rules, unique to RVSA, regarding conduct, safety, scheduling, practice, and parity.
The RVSA is organized and operated for the mutual benefit of members for the purposes within the meaning of Section 501(c)(7) of the Internal Revenue Tax Code.
Article 3 – Nonpartisan Activities
RVSA will not engage in political activity directed at the success or failure of a political party, candidate for partisan political office, or partisan political group
Article 4 – Dedication of Assets
The assets of RVSA are irrevocably dedicated to the operation of a non-profit recreational softball association.
The assets of RVSA, on dissolution, shall not inure to the benefit of any member.
On liquidation or dissolution, and following satisfactory payment of debts or obligations, the remaining assets of RVSA shall be donated to an organization dedicated to a non-profit association who maintains an established tax-exempt status.
Article 5 - Membership
There shall be no limit on the number of members the RVSA may admit to membership.
RVSA shall have two classes of membership to include both regular members and associate members.
To be eligible as a regular member, a male member should attain the age of 48 years during the calendar year of application for membership. A female member should attain the age of 30 during the calendar year of application for membership. However, the Board may, by resolution, establish other age limits on regular membership.
Regular membership is renewable, on an annual basis, by submitting a RVSA Registration and Indemnity Form for the current year.
Regular members may be assessed a membership fee, as stipulated by the Board. Any such membership fee is payable at the time of registration. A fee does not, of itself, create liability to pay the obligation but nonpayment may constitute grounds for expelling or suspending a regular member or even suspending or terminating the membership.
Any regular member, through action or non-action detrimental to RVSA, can face termination, expulsion or suspension by a majority vote of the Board. The Board shall set an effective date for the termination, expulsion or suspension of a regular member and provide not less than 15 days prior written notice to the regular member of that date and the reasons therefore - notification will be by first class or certified mail sent to the regular member’s address of record. The regular member shall have the opportunity to be heard by the Board, either orally or in writing, not less than 5 days before the effective date of the termination, expulsion or suspension.
All regular members have the same rights and obligations with respect to voting, dissolution, redemption and transfer.
To be eligible as an associate member, a male member must attain the age of 48 years during the calendar year of application for membership. A female member must attain the age of 30 during the calendar year of application for membership. In addition, an associate member must be a participant in another established softball association.
Associate membership is renewable, on an annual basis, by being named on an official team roster, from another established softball association, for the current calendar year.
Associate members may be assessed a membership fee, as stipulated by the Board. Any such fee is to be paid at the time a current and official roster from another softball association is submitted. A fee does not, of itself, create liability to pay the obligation but nonpayment may constitute grounds for expelling or suspending an associate member or even suspending or terminating the membership.
Any associate member, through actions or non-actions detrimental to RVSA or another softball association may face termination, expulsion or suspension. In such an instance, RVSA is authorized, via mutual-agreement with any other softball association, to temporarily suspend an associate member and have the matter referred to the other softball association for resolution.
Associate members do not have the same rights afforded regular members with respect to voting, resolution, redemption or transfer.
Article 6 – Meetings
Regular and special meetings.
Regular Board meetings are scheduled for each calendar month. The place of the meeting will be determined at the end of each meeting and published in the minutes. All other meetings are special meetings.
The Board of Directors may hold regular or special meetings in or out of the State of Oregon.
The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through, use of any means of communication by which either of the following occurs:
All Directors participating may simultaneously hear or read each other’s communications during the meeting; or
All communications during the meeting are immediately transmitted to each participating Director, and each participating Director is able to immediately send messages to all other participating directors.
If a meeting is conducted through the use of any means described in subsection (3) of this section:
All participating Directors shall be informed that a meeting is taking place at which official business may be transacted; and
A Director participating in the meeting by this means is deemed to be present in person at the meeting.
Annual Membership Meetings
A regular annual membership meeting will occur during the month of September of each calendar year to elect members of the Board and to conduct any other RVSA business.
Notice of the Annual Meeting shall be by any suitable manner designated by the Board. Such notice shall be at least 7 days prior to the meeting and shall specify the place, date, and time as well as the general nature of business to be transacted.
A special meeting of the membership may be called for by the Board. Such notice shall be at least 7 days prior to the meeting and shall specify the place, date, and time as well as the general nature of business to be transacted.
Robert’s Rules of Order shall govern all meetings.
Article 7. Voting
Board Meetings. Each of the five Board members is entitled to one vote on each matter. At least three Board members must be present to achieve a quorum.
Membership Meetings. Each member is entitled to one vote on each matter. A quorum is a simple majority of the members present at the meeting. Neither cumulative voting, voting by proxy, or voting by remote communication shall be authorized.
Article 8 – Insurance
For RVSA use of facilities owned by the City of Medford, Medford, Oregon; the City requires RVSA to purchase liability insurance from a carrier of the Board’s choosing. Such insurance shall name the City of Medford as the primary insured and RVSA as additional insured. A copy of the insurance policy shall be provided to the City and an additional copy shall be maintained by the Board.
Article 9 - Board of Directors and Officers
The Directors of the Association shall also be the Officers of the Association. As such, there is no distinction between director and officer.
The initial Directors shall be appointed by the incorporators who signed the Articles of Incorporation
To be eligible to serve as a member of the Board, an individual shall be a regular member of RVSA. Regular membership shall be maintained during the term of a duly elected Director.
The Board shall be composed of a minimum of five (5) directors; President, Vice President, Secretary, Treasurer, and Member at Large.
The duly elected Board is authorized to name, by resolution, a fifth (5th) Board member that shall serve in the capacity of Member at Large. A Member at Large is conveyed all the rights and obligations of duly elected Board members.
The term of office for each director shall be two (2) years with the offices of President and Treasurer renewed during even numbered years and the offices of Vice President and Secretary during odd numbered years. The term for the Member at Large is at the discretion of the Board.
There is no restriction on the number of terms a duly elected director may serve.
Duties of Board members include the following:
President: The President is the Association leader and chairs the Board. As such, the President is responsible for all activities of the Association, its management, projects, committees, meetings, and all other aspects of the Association and its activities.
Vice President: The Vice President functions at the will and direction of the President to assist in advancing the duties of the President.
Secretary: The Secretary records, in writing, the minutes of Board meeting, the Annual Meeting and any special meetings. All such minutes will be read and approved by the Board or membership as appropriate at subsequent meetings. The minutes of all meetings shall be maintained for a minimum of three (3) years. In addition, the Secretary shall maintain all legal documents and amendments thereof to include Articles of Incorporation, By-Laws, contracts, and any other documents pertinent to the Oregon Revised Statues, Chapter 65, Non-Profit Corporations in perpetuity of the Association or as defined by law.
Treasurer: The Treasure has official custody and control of Association assets, prepares regular financial statements reporting same at the Annual Meeting and at all Board meetings, receives fees or other income and disburses funds to cover obligations and files any and all tax returns as required by law.
Member at Large: The Member at Large functions at the will of the Board to assist in advancing the Association purpose. In addition, the Member at Large will act as the Sergeant at Arms at the Annual Meeting.
Article 10 - Committees
The Board of Directors may create one or more committees, which exercise the authority of the Board of Directors, and appoint members to serve on them or designate the method of selecting committee members. Each committee shall consist of two or more members, who serve at the pleasure of the Board of Directors.
Article 11 – Fiscal Year
The fiscal year shall be the calendar year January 1 through December 31. Article 12 – By Laws
By-laws may be amended by a simple majority of those present at a meeting scheduled for that purpose. Amendments will be presented, in writing, to the general membership at least one (1) month prior to a special meeting or at the Annual Meeting.
This version of the by-laws was approved by a simple majority of the general membership at the Annual Meeting on September 20, 2017.