BY-LAWS OF THE FAYETTE COUNTY BASEBALL ASSOCIATION ARTICLE ONE (1)  OFFICES 1.1   The address of the registered office of the corporation is to be the home of the incumbent President and the name of the registered agent at this address is the name of the said President.   ARTICLE TWO (2)  MEMBERSHIP 2.1  The corporation’s membership shall consist of: a.       Such persons as may be legal guardian or parent of one or more wards of children enrolled in at least one of the activities or programs of activities sponsored by the corporation who shall:                                                                                 i.            Maintain a place of residence in Fayette County, Georgia;                                                                               ii.            Register with the Secretary of the corporation, furnishing upon a form prescribed by the Secretary, his/her name, age, address, telephone number, names and addresses of his/her ward(s) and/or child (children) and the sponsored activity in which each of the latter is enrolled, date of registration and such further information as the corporation may require;                                                                             iii.            Submit with such registration his/her registration fee;                                                                              iv.            Agree to assist to the best of his/her ability in the furtherance of the corporate programs and purpose. b.       Such other persons as may fulfill all of the above stated pre-requisites except that of having a ward or child enrolled in the sponsored activity or program. c.       Such other persons as may be legal guardian or parent of one or more wards or children and as may fulfill all of the above stated pre-requisites except that of maintaining a place of residence in Fayette County, Georgia, if the wards or children enrolled in a sponsored activity or program attend Fayette County Public School. d.       Such other persons as may be legal guardian or parent of one or more wards or children and as may fulfill all of the above stated pre-requisites except that of maintaining a place of residence in Fayette County, Georgia, if the wards or children enrolled in a sponsored activity or program are frozen on the roster of a competitive (travel) team composed of no more than 50% non-resident children. 2.2  Each member shall have the right to vote at any membership meeting he/she may attend, in        determining all questions of corporate policy submitted to the membership in accordance        with the Articles of Incorporation and with these by-laws. 2.3  Membership shall be deemed to continue from date of registration until the same date of the        following calendar year if not renewed by re-registration. Renewals of membership may,        however, be accepted prior to expiration of an earlier membership and in such event, the term        of membership shall be computed from the date of the last renewal registration; provided        however, that membership automatically terminates upon failure of any member to maintain        a domicile in Fayette County, Georgia. 2.4  The corporation may, by amendment of these by-laws, provide for suspension or termination        of membership privileges; which provisions upon adoption may be invoked against any        person whose membership antedates such amendment as well as upon persons thereafter        becoming members of the corporation.   ARTICLE THREE (3)  MEMBERSHIP MEETINGS 3.1  The annual meeting of members of the corporation shall be in July of        each year, within Fayette County, Georgia, at such place as may from time to time be fixed        by the Board of Directors. 3.2  At all the meetings of the members of the corporation, each member shall be entitled to        cast one vote, regardless of the number of wards or children he/she may have enrolled in        the sponsored activities of the corporation. 3.3  Special meetings of the membership may be called at any time by the President, or by the        Secretary upon petition of as many as five percent (5%) of the registered members of the        corporation, upon not less than five days’ notice mailed to the last known address of or        personally given to each member. Notice of a special meeting in person shall constitute a        waiver or notice thereof. 3.4  Notice of any special meeting of members shall state the purpose or purposes for which the        meeting is called. 3.5  The corporation lacking the power to compel attendance of its members, five percent (5%)        of the total number of members of the corporation shall constitute a quorum for the        transaction of business, except that a lesser number of members may adjourn from day to        day. 3.6  Board elections will be held in June every year with the newly elected board taking over in    July after all season activities have been completed. 3.7  At all meetings the rules of order to conduct business shall be accordance with “Roberts        Rules of Order.”   ARTICLE FOUR (4)  DIRECTORS 4.1  Subject to these by-laws and to the will of membership lawfully expressed, the full and        entire management of the affairs and business of the corporation shall be vested in the        Board of Directors, which shall have and may exercise all of the powers that may be        exercised or performed by the corporation. 4.2  The Board of Directors shall consist of not fewer than ten nor more than fifteen members        who shall be elected at an annual meeting of the membership and shall serve for a term of        one year and until their successors are elected. Executive Board Members will serve alternating 2-year terms. The Vice President and Treasurer shall serve on the same 2-year term, while the President and Secretary shall serve on the same 2-year term.  The Executive Board Members positions whose 2-year terms are ending shall be elected by a Board of Directors majority vote during the June board meeting.  A majority of said directors shall constitute a quorum of for the transaction of business. All resolutions adopted and all business transacted by the Board of Directors shall require the affirmative vote of a majority of the Directors present at the meeting. 4.3  All directors of the corporation shall be residents of Fayette County, Georgia. In the event        that a Director ceases to maintain a domicile in said county, he/she shall at once resign as        such director. In the event that he/she fails or refuses to resign, he/she shall be removed as        Director by the remaining Directors of the corporation by resolution at any meeting thereof. 4.4  The Directors may fill the place of any Director which may become vacant prior to the        expiration of his/her term, such appointment by the Directors to continue until the        expiration of the term of the Director whose place has become vacant.     4.5  The Directors shall meet not less than monthly, at a time and place of their selection, and        shall meet annually following the annual meeting of the membership. Special meetings of        the Directors may be called at any time by the President or by any two Directors on two        days’ notice. Notice of any such meeting may be waived by instrument in writing.        Attendance in person at such meeting shall constitute a waiver of notice thereof. The        signature of any Director approving the minutes of any meeting of the Board of Directors,        entered thereon, shall be effective to the same extent as if such Director had been present        at such meeting. 4.6  Any action to be taken at a meeting of the Directors, or any action that may be taken at a        meeting of the Directors, may be taken without a meeting if a consent in writing setting        forth the action so taken, shall be signed by all the Directors. 4.7  It is the expectation that the Board of Directors is the exemplar of appropriate behavior for the park.  Whether serving in a board member capacity, coaching/volunteering, or spectating, the Board of Directors are expected to follow the league’s code of conduct expectations.  This includes being committed to diffusing situations rather than instigating or elevating situations that occur at the park.  Being on the Board of Directors  means putting the interests of the park above personal interests, including the interests of a director’s own team or child.  There is a zero tolerance policy in place regarding these expectations.  Any Board of Directors member who is found to be in violation of the code of conduct will be relieved of their position on the board immediately.   ARTICLE FIVE (5)  OFFICERS 5.1  The officers of the corporation shall consist of a President, a Vice-President, a Secretary, and        a Treasurer. The officers shall be elected by the Board of Directors and shall serve from the        time of their election until the next annual membership meeting, or such time as their        successors shall be elected. 5.2  The President shall be the Chief Executive Officer of the corporation and shall have general        and active management of the operation of the corporation. He/she shall be responsible for        the administration of the corporation, including general supervision of the policies of the        corporation, general and active management of the financial affairs of the corporation, and        shall execute bonds, mortgages, or other contracts under the seal of the corporation.        He/she shall only borrow money on behalf of the corporation pursuant to specific authority        from the Board of Directors. The President shall have the authority to institute or defend        legal proceedings when the Directors are deadlocked. The President shall sign each draft,        check, or other order for the payment of money drawn on the corporation and such order        shall be countersigned by the Treasurer, except for concession stands and fund raising        accounts designated by the Board of Directors. 5.3  The Vice-President of the corporation shall serve in the place of the President upon the        latter’s absence from County, death, or disability, and shall during any such contingency        have and exercise all of the powers herein above prescribed for the President. 5.4  The Secretary shall keep minutes of all meetings of the membership and seal of the        corporation and have charge of the minute books, roll of membership and seal of the        corporation and shall perform such other duties and have such other powers as may from        time to time be delegated to him/her by the President or Board of Directors. 5.5  The Treasurer shall be charged with the management of the financial affairs of the        corporation, the keeping of accurate records thereof, and shall countersign all drafts,        checks, or other orders for payment of money drawn on the corporation. At the expiration        of his/her term of office, he/she shall present his/her books and records to the Directors for        their inspection and approval, whereafter such books and records shall be (with the        approval of the Board of Directors entered thereon) turned over to his/her successor. The        Treasurer may be required to post bond for the faithful performance of his/her duties in        such sum as the Board of Directors may determine.   ARTICLE SIX (6)  SEAL 6.1  The seal of the corporation shall be in such from as the Board of Directors may from time to        time determine. The seal shall be in the custody of the Secretary and affixed by him/her on        such papers of the corporation as he/she may lawfully attest or as directed by law, by these        by-laws or the Board of Directors.   ARTICLE SEVEN (7)  AMENDMENTS 7.1  These by-laws may be amended at any meeting of the membership by the affirmative vote        of a majority of those attending such meeting, providing that notice of such proposed        amendment shall have been submitted with the notification of such meeting.