BY‑LAWS OF
NEW ULM GIRLS FASTPITCH SOFTBALL ASSOCIATION
ARTICLE I. OBJECTIVES
Purposes and Plan. The general purpose of this organization is to provide a positive opportunity
for every eligible girl in the New Ulm area to play, and a chance to participate in fastpitch softball according to their
ability no matter what skill level they possess.
ARTICLE II. OFFICES
Place. The registered and principal office of the corporation shall be located at 1530 South
Payne Street, New Ulm, Brown County, Minnesota. Other offices may be maintained
by the corporation at any other place or places which the directors may designate.
ARTICLE III. BOARD OF DIRECTORS
SECTION 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors who shall administer the girls
fastpitch softball program in the community of New Ulm.
SECTION 2. Number and Tenure. The number of Directors shall be thirteen (13).
Directors shall be elected at the January regular meeting of the Board of Directors.
The term of office of each director shall be two years, with six (6) Directors’ terms expiring one year, and
seven (7) Directors’ terms expiring the following year.
SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held at the New Ulm Legion Club,
New Ulm, Minnesota, on the first Wednesday of each month. The Board of Directors
may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation
in the absence of any designation in the resolution.
SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called at any time and for any purpose
by or at the request of the President or any three (3) Directors.
SECTION 5. Notice of Special Meetings. Notice of any special meeting of the Board of Directors stating the time, place, and
purpose of such meeting shall be given not less than 24 hours before such meeting. Said
notice shall be given either orally or written to each Director. A waiver of
notice by a Director entitled to notice is effective whether given before, at, or after the meeting, and whether given in
writing, orally, or by attendance. Attendance by a Director at a meeting is a
waiver of notice of that meeting, except where the Director objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the
item may not lawfully be considered at that meeting, and such Director does not participate in the consideration of the item
at that meeting.
SECTION 6. Voting Rights. Each Director in good standing shall be entitled to one vote on each matter submitted to a vote of the
Board of Directors.
SECTION 7. Quorum. Ten (10) Directors
shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a quorum is present at any meeting, a majority of the Directors present may adjourn the meeting
from time to time without further notice.
SECTION 8. Board Decisions. The act of a majority of the Directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By‑Laws.
SECTION 9. Vacancies. A majority of the remaining Directors, though less than quorum, shall fill any vacancy occurring in the
Board of Directors. A Director appointed to fill a vacancy shall serve for the
unexpired term of his predecessor in office.
SECTION 10. Compensation. Directors as such shall not receive any stated salaries for their services.
SECTION 11. Indemnification. The corporation shall be prohibited, unless otherwise provided for by resolution of
the Board of Directors, from providing for indemnification by the corporation of any person made or threatened to be made
a party to a proceeding, as defined in Minnesota Statutes §317A.521, subd. 1(d), or any amendments thereto, by reason of the
former or present official capacity of the
person, as defined in Minnesota Statutes §317A.521, subd. 1(c), or any amendments thereto,
of the person against judgments, penalties, fines, including, without limitation, excise taxes assessed against the person
with respect to an employee benefit plan, settlements, and reasonable expenses, including attorneys fees and disbursements,
incurred by the person in connection with the proceeding, as defined in Minnesota Statutes §317A.521, subd. 1(d), or any amendments
thereto.
SECTION 12. Termination of Board Members. The Board of Directors, by affirmative vote of
three-fourths (¾ ) of all of the Directors of the Board (excluding the Director subject to suspension, expulsion, or
termination), may suspend, expel, or terminate a Director for cause after an appropriate hearing at any regular meeting.
A Director who is absent from three regularly
scheduled meetings each fiscal year without good cause is a candidate for expulsion.
SECTION 13. Resignation. Any member may resign by filing a written resignation with the President or Secretary.
ARTICLE IV. MEMBERSHIP
Membership. The New Ulm Girls Fastpitch Association shall have no members.
ARTICLE V. OFFICERS
SECTION 1. Officers. The officers of the corporation shall be the President, Vice‑President, Secretary, Treasurer, and
such other officers with such powers and duties as may be determined by the Board of Directors.
SECTION 2. Election and Term of Office. The officers of the corporation shall be elected bi-annually by the Board of Directors
at the January regular meeting of the Board of Directors. If the election of
officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors.
SECTION 3. Removal. Any officer may be an affirmative vote of three-fourths (¾
) of all of the Directors of the Board (excluding the officer subject to such
removal) whenever in its judgment the best interests of the corporation would be served
thereby.
SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be
filled by election of the Board of Directors for the unexpired portion of said vacating officer’s term.
SECTION 5. Powers and Duties. The officers shall have the following powers and duties, as well as those duties as
may from time to time be specified in resolutions or other directives of the Board of Directors:
President. The President shall preside at all meetings of the Board of Directors
and shall exercise general charge and supervision of the business and affairs of the corporation; shall sign all instruments
executed on behalf of the corporation; shall appoint the membership of all standing and special committees; and shall do and
perform such other duties as may be assigned to him or her by the Board of Directors.
Vice-President. At the request of the President or in the event of the President’s
absence or disability, the Vice-President shall perform the duties and possess and exercise the powers of the President and
shall have such other powers as may be assigned to him or her by the Board of Directors.
Secretary. The Secretary shall have charge of all records of the corporation;
shall keep and file all books and papers belonging to the corporation; shall keep the minutes of the meetings; shall perform
all of the duties incident to the office of Secretary, subject to the control of the Board of Directors; and do and perform
such other duties as may be assigned to him or her by the Board of Directors.
Treasurer. The Treasurer shall have
charge and custody of all funds, property and securities of the corporation, and shall, in general, perform all the duties
incident to the office of Treasurer, subject to the control of the Board of Directors; shall render an annual report of all
receipts and disbursements at the January regular meeting of the Board of Directors; and do and perform such other duties
as may be assigned to him or her by the Board of Directors.
ARTICLE VI. COMMITTEES
Committees of Directors. The Board of Directors, by resolution, may designate one or more committees,
each of which shall consist of two (2) or more Directors, shall have and exercise the authority of the Board of Directors
in the management of the corporation to the extent provided in such resolution; but the designation of such committees and
the delegation of authority thereto shall not operate to relieve the Board of Directors, or any individual director, of any
responsibility imposed on it or them by law.
The committee, when formed, shall organize itself, shall elect from its members a chairman
and a secretary, and shall perform the functions and discharge the duties, concerning the consideration, approval, and election
of new members, as are given to the committee by resolution of the Board of Directors.
ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS, AND FUNDS
SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition
to the officers so authorized by these By‑Laws, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be general or may be confined to specific instances.
SECTION 2. Checks, Drafts, or Orders. All checks, drafts, or orders for the payment of money, notes, or other evidences
of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the
corporation, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the
Treasurer or the President of the corporation.
SECTION 3. Deposits. All funds of the corporation shall be deposited from time to time to the credit of the corporation in such
banks, trust companies, or other depositaries as the Board of Directors may select.
SECTION 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise
for any purpose of the corporation.
ARTICLE VIII. BOOKS AND RECORDS
Maintenance of Records. The corporation shall keep correct and complete books and records of account and shall
also keep minutes of the proceedings of its Board of Directors and committees having and exercising any authority of the Board
of Directors, and shall keep at the principal office a record giving the names and addresses of the Directors entitled to
vote. All books and records of the corporation may be inspected by any Director,
or his agent or attorney for any proper purpose at any reasonable time.
The original books and records of this corporation shall be maintained at 1530 South
Payne Street, New Ulm, Minnesota. Said books and records shall be available for
examination by the Directors on such reasonable terms and conditions as the directors may from time to time impose.
ARTICLE IX. FISCAL YEAR
The fiscal year of the corporation shall run from January 1 to December 31 of each year.
ARTICLE X. AMENDMENT OF BY‑LAWS
These By‑Laws may be altered, amended, or repealed, and new By‑Laws may be
adopted by affirmative vote of three-fourths (¾ ) of all of the Directors of
the Board of Directors.
The foregoing By-Laws approved on January 7, 1998.
Dated: _______________ ____________________________________
Jerry Sandau, President
Dated: ________________
____________________________________
, Secretary
