Adopted February 7, 2025

ARTICLE 1.         NAME AND ADDRESS OF CORPORATION

1.1     The name of this corporation is the Crown Colony Baseball Corporation.

1.2     The registered office of the Corporation required by the Utah Revised Nonprofit Corporation Act (the “Act”), as stated in Utah Code Ann. Section 16.6a, shall be located within the State of Utah. The address of the registered office may be changed from time to time. The official mailing address for the Corporation will be: P.O. Box 17688, Salt Lake City, UT  84117.

1.3       The official physical address for the Corporation will be: 1399 E. Kings Row Dr., Holladay, UT 84117.

ARTICLE 2.         PURPOSES GOALS AND OBJECTIVES

2.1     The Crown Colony Baseball Corporation (“Corporation”) exists for the following purposes:

2.1.1   To serve as the governing body for the Crown Colony Baseball League (the “League;”)

2.1.2   To operate the League as a Cal Ripken/Babe Ruth Baseball Association (CRBR) league under a charter with Babe Ruth Baseball, Inc.

2.1.3   To advertise and promote the League and youth baseball within the geographical boundaries of the League (the “League Area”) as determined by the State Commissioners of Babe Ruth Baseball; and

2.1.4   To operate at all times and exclusively for charitable purposes within the definition and  meaning of Section 501(c)(3) of the Internal Revenue Code. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE 3.         GENERAL POWERS OF THE CORPORATION

3.1     The Corporation shall have the right to exercise all powers granted to a non-profit corporation under the Utah Revised Non-Profit Corporation Act.

ARTICLE 4.         MEMBERS

4.1     The Corporation shall not have members, such as those that have representation and/or a stake in the organization. 

ARTICLE 5.         BOARD OF DIRECTORS

5.1     General

5.1.1   The Corporation shall be governed by a Board of Directors (the “Board,”) consisting of a maximum of fifteen (15) members elected without regard to race, religion, national origin, or gender. No more than two Directors may be from the same extended family.

5.1.2   The Board of Directors shall have general responsibility to define the policies for carrying out the objectives and purposes of the Corporation, as set forth in its Articles of Incorporation and Bylaws. In exercising its authority, the Board, shall approve and publish all League rules and regulations; establish the full season calendar including tryout dates and regular season scheduling; ensure proper supervision at all League functions; approve the League roster each year; appoint Team Managers, determine League Manager positions and their respective responsibilities; determine fees; ensure sufficient income (including private donations) to cover all expenses incurred during any given season; manage and maintain the Corporation’s real and personal property; and establish such additional policies as may be essential to the proper functioning of the League.

5.1.3   General Standards of Conduct for Directors. The members of the Board of Directors are required to devote to the business of the Corporation in fulfillment of their respective responsibilities as a Director of the Corporation and/or an Officer of the Corporation sufficient time and attention as required in order to stay reasonably informed on issues facing the Corporation. Directors who cannot devote adequate time and attention necessary in order to fulfill their responsibilities as a Director and/or Officer with respect to any particular matter shall abstain from agenda items requiring a vote with respect to such matter. Each Director shall discharge his or her duties, including those as a member of a committee: 

(i) in good faith;

(ii) with the care an ordinarily prudent person in a like position would exercise under similar circumstances; and 

(iii) in a manner the Director reasonably believes to be in the best interests of the Corporation and not the individual.

5.1.4   In furtherance of these responsibilities, the Board may establish committees devoted to specific areas of responsibility.

5.1.5   A Board President and Vice President shall be elected by a majority vote of the Board. The President, and in his/her absence, the Vice President, shall preside over all meetings of the Board. In the absence of both the President and Vice President, the members of the Board shall choose a presiding officer for the meeting by majority vote.

5.1.6   Directors shall serve for two year terms.

5.1.7   Directors shall receive no compensation for their services but are entitled to reimbursement for League-related expenditures.

5.2     Board Elections

Board elections shall occur at the final or first Board meeting of the year. Nominations for new Directors may be received from any existing Director, Officer, or Adult Member of the League. Each Director shall have one (1) vote for each seat. All votes must be cast and votes may not be cumulated. The voting rights of a Director may be delegated in writing to the President in order to be exercised by proxy or absentee ballot. The vote will be tabulated by the President and presented to the Board. The nominees receiving the highest number of votes will be elected to the Board.

5.3     Board Meetings

Regular meetings of the Board shall be held no less than four (4) times per calendar year. Notice and agenda shall be given to each Director not less than twenty four (24) hours before the meeting is held. Notice shall be effective if provided to each Director at the telephone number, email or mailing address provided, in writing by each Director to the President. Special meetings may be called by the President or at the request of a majority of the Directors. A special meeting may be called with twenty four (24) hours’ notice. A majority of the Directors must be present at any meeting to constitute a quorum. One or more Directors may participate in the meeting by means of telephone or video which allows all Directors to hear and speak to one another.  If a Director is absent from two (2) consecutive meetings they shall have to be voted back in by a majority of the directors. Any or all Directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. These means may include methods such as telephone, conference call, or video meeting service. A Director participating in a meeting by this means is deemed to be present in person at the meeting. Board meetings are not open to the public or to individuals that are not Directors unless invited by the President in writing Acceptable forms of communication include email or letter. Text/SMS is not acceptable.

5.4   Executive Committee

An Executive Committee of five (5) Directors may be appointed by the Board to exercise the authority of the Board in all matters relating to the operation of the League under Article 7 of these Bylaws, except as limited by Sections 5.5 and 5.6. Any action taken by the Executive Committee shall require a vote of at least three (3) members of the Committee. All Executive Committee actions shall be reported to the Board at the next Board Meeting.  No Executive Committee members may be from the same extended or immediate family.

5.5     The following actions by the Board shall require a vote of a majority of Directors:

·      5.5.1   Approval of League rules;5.5.2   Approval of League registration fees;

·      5.5.3   A single expenditure over $1,000; and,

·      5.5.4   Sale of more than $500 of the Corporation’s assets in a calendar year.

5.6     The following actions by the Board shall require a vote of at least 66% of the Directors:

·      5.6.1   Amendment of the Bylaws and Articles of Incorporation;

·      5.6.2   Change in the use of the Crown Colony field;

·      5.6.3   Change in the affiliation with the Cal Ripken/Babe Ruth Baseball Assoc.;

·      5.6.4   Sale of more than $5,000 of the Corporation’s assets in one calendar year;

·      5.6.5   A single expenditure over $5,000.

ARTICLE 6.         OFFICERS

6.1     Term of Office

Officers shall serve for a period of two years. Officers may be nominated by any member of the Board, Officer, or Adult Member of the League, and must be elected by the Board by a vote of two-thirds of all Directors as constituted at the final or first meeting of the year. Officers shall receive no compensation for their services.

6.2     Positions

The Officers of the Corporation are the President,  Vice President, Secretary, and Treasurer.

6.2.1   President

The President shall be the Chair of the Board and shall be responsible for the implementation and operation of all directives, rules and regulations, policies of the Corporation, Crown Colony and Babe Ruth leagues, and CRBR. The President shall preside at all meetings of the Board and shall prepare the agenda for Board meetings. The President shall act as League liaison with CRBR and shall be responsible to file all applications and/or other necessary documents for the League’s annual charter.

6.2.2   Vice President

The Vice President shall be the Vice Chair of the Board and shall serve as President/Chair at any meeting of the Board that the President is unable to attend. Further, the Vice President shall perform the duties of the President in the event of the absence, death, or inability of the President to perform said responsibilities until such time as an election of a new President can be held.

6.2.3   Secretary

The Secretary shall keep or cause to be kept the minutes of Board meetings and any other League meetings and shall give proper notice of all such meetings. The Secretary will maintain the official record of all Bylaws, minutes, rules and regulations, policies, player records, team rosters (including tournament teams), scheduling, and all other official information necessary to the League. The Secretary shall receive and record all information pertaining to League volunteers and prepare and maintain all elections and election results of the Corporation.

6.2.4   Treasurer

The Treasurer shall have charge and custody of all funds of the Corporation and the League and shall keep complete and accurate books and accounts of all income, receipts, disbursements and all other financial transactions of the Corporation and the League. All checks over $5,000 issued by the Corporation must be signed by the Treasurer and one other Officer of the Corporation who is not related to the Treasurer. The Treasurer will prepare the annual budget and report as requested on the League funds and financial standing. The Treasurer will work with the Fundraising Manager in order to accurately maintain moneys disbursed and received. The Treasurer will file annual organization forms including the Utah Charitable Contribution Permit, Salt Lake County Personal Property Tax Exemption, and IRS Form 990 and all associated schedules.

ARTICLE 7.         LEAGUE ORGANIZATION AND OPERATION

7.1      League Members

7.1.1   Player Members

The Player Members of the League shall consist of the boys and girls registered to play in the League and assigned to a team. Players will be selected on a first-come basis at the time selected each year for registration, although Player Members whose parents are designated as coaches prior to the commencement of registration will automatically be selected to play. Any interested player who does not register before the registration deadline will be allowed to have his or her name placed on a waiting list to fill any vacancies.

7.1.2   Adult Members

Adult Members of the League will consist of all parents, step-parents, or other legal guardians of Player Members. At the end of each baseball season, Adult Members may volunteer or nominate others for positions on the Corporation’s Board and with the League for the following year. The names of the volunteers or nominees will be presented to the Board to be voted upon or approved at the final or first Board meeting of the year.

7.2     League Managers

League Managers may include a Field Manager, a Uniform Manager, an Equipment Manager, a Snack Bar Manager, a Scorekeeping Manager, a Fundraising Manager, Umpire Manager, Field Prep Manager, and other managers as may be approved by the Board from time to time. League Managers will serve for a term of one season but may be reappointed for successive seasons at the Board’s discretion.

7.2.1   Field Manager

The Field Manager shall be responsible for the proper maintaining of the Crown Colony baseball field as well as any other leased fields for the purposes of baseball. The Field Manager shall insure that the grounds are kept well-groomed, watered, cut and otherwise maintained. The Field Manager shall insure that the field is properly prepared for every game. The Field Manager shall report on the condition of the field and submit any recommendations for special requirements to the Board. The Field Manager shall present to the Board, for approval, recommendations for the hiring of and payment to necessary personnel required to maintain the field.

7.2.2   Uniform Manager

The Uniform Manager shall be responsible for the distribution of all uniforms to the Team Managers at the beginning of each season. The Uniform Manager coordinates with the Team Managers to make sure the teams have the necessary uniforms (and also to collect uniforms as warranted at the end of the season.)  The Uniform Manager shall coordinate with the Managers of the tournament teams to insure proper distribution of tournament uniforms and also for the collection of tournament uniforms at the conclusion of the tournament participation. It is suggested that the Uniform Manager work closely with the Equipment Manager in the coordination of responsibilities.

7.2.3   Equipment Manager

The Equipment Manager shall be responsible for the distribution of all required equipment to the Team Managers at the beginning of each season. The Equipment Manager shall maintain such records as required to insure the timely retrievability of said equipment at the close of each season. The Equipment Manager shall coordinate with the Team Managers to make sure the teams have the necessary equipment for the purpose of playing baseball. All equipment shall be ready for distribution to the Team Managers  at team draft date each year. The Equipment Manager shall coordinate with the Tournament Team Managers to insure proper distribution of equipment for tournament games and collection of equipment at the conclusion of tournament play.

7.2.4   Snack Bar Manager

The Snack Bar Manager shall assume all responsibility for the income generated by the operation of the League snack bar. The Snack Bar Manager shall be responsible for the proper supervision and operation of the snack bar during games and other events and/or activities of Crown Colony League. The Snack Bar Manager shall present to the Board recommendations for the hiring of and payment to necessary personnel required for the proper supervision and staffing of the snack bar. The Snack Bar Manager shall be responsible to secure the necessary supplies for the operation of the snack bar and shall maintain complete and accurate records including receipts of all expenses and expenditures required for the operation of the snack bar as well as income generated through the sales in the snack bar. The Snack Bar Manager shall coordinate with the Treasurer in order to insure the proper accounting of the Corporation’s financial records.

7.2.5   Scorekeeping Manager

The Scorekeeping Manager will be responsible for training scorekeepers for League games, keeping records of League game statistics, and posting League rules at the Crown Colony field and/or distributing them in other ways.

7.2.6   Fundraising Manager

The Fundraising Manager shall assume all responsibility for the generation of additional income to support the Corporation and League outside the player fees charged and funds generated by the snack bar. The Fundraising Manager shall present to the Board all information and recommendations relating to the selling and/or renewal price for advertising, cost of preparation and storage of registration banners, and all other sources of income from fundraising projects. The Fundraising Manager shall maintain complete and accurate records including receipts of all expenses and expenditures as well as income generated through the fund raising efforts. The Fundraising Manager shall coordinate with the Treasurer in order to insure the proper accounting of the Corporation’s financial records.

7.2.7     Umpire Manager

The Umpire Manager accepts full responsibility for the hiring, training, scheduling, management, and payment of umpires. This may include a mix of Crown-produced umpires as well as those from various umpire associations. The Umpire Manager shall assist to maintain complete and accurate schedule and completion of work in order to insure proper accounting and payment.

7.2.8   League Manager Committees

Any League Manager may establish a committee at-large to assist the League Manager in carrying out the requirements of the particular position. Actions of the League Manager Committees should be reported to the Board. At-large committees can include members outside of the Board.

7.3     Team Managers

7.3.1   Number of Managers

There will be one Team Manager for each team in the League. This person may also be referred to as a Head Coach.

7.3.2   Team Manager Selection

The Board will appoint Team Managers at the beginning of each season. Prospective Team Managers will be judged on experience and past performance, including player development, treatment of players, sportsmanship, handling of parents, and treatment of umpires. Special consideration may be given to returning Team Managers, Team Managers of a lower level player moving to a higher level, and assistant coaches seeking to move up to a Team Manager position.

7.3.3   Team Manager Responsibilities

Team Managers will assist in the supervision, observation, and evaluation of players during tryouts. Following tryouts, Team Managers (or their assigned assistant coaches) will participate in the team draft and will be responsible for making draft selections for their respective teams. Team Managers are responsible for scheduling and holding practices, and teaching sportsmanship, teamwork, and baseball skills appropriate to League level play to all players on the team. Team Managers are responsible for the conduct of all team members and coaches during practices and games.

7.3.4   Assistant Coaches

Team Managers will select assistant coaches subject to board approval. No more than three (3) coaches (including the Team Manager/Head Coach) may be on the field during games.

7.3.5   Coaching Certification

All Team Managers and coaches must receive a coaching certification from Babe Ruth Baseball before the season begins and pass a background check.

7.4     League Divisions

At a minimum, the League shall have four divisions: 1) Quickball/Tee Ball (players generally age 5-6); 2) Pee Wees (players generally age 7-8;) 3) Minors (players generally age 9-10;) and 4) Majors (players generally age 11-12.) Player ages and eligibility will be determined by the rules of BRCR.

7.4.1   Exceptions

Requests for players to play outside their age group shall be discouraged, but may be granted by the Board under special circumstances. 

7.5     Tryouts and Draft

The Board, with the assistance of Team Managers and coaches, will conduct a tryout and draft for all divisions at the beginning of each baseball season. Teams will be drafted as soon as possible following the tryouts. Before starting the draft, the Board, with input from the Team Managers, will review all pre-assigned or protected players and will determine the order of selection with the goal of producing teams within each division that are as evenly matched as possible. Each Team Manager will make one selection in turn. Team Managers will notify all players they have selected as soon as possible after the draft. All discussions regarding players during the draft shall remain confidential.

7.6     Tournament Teams

7.6.1  Selection of Tournament Team Managers During the season, the Board will make a Tournament Team Manager application available to all Team Managers and coaches in order to solicit interest. From the applications, the Board will select Tournament Team Managers based upon their performance over the course of the current season as well as past seasons. Factors to be considered will include player development, team results, treatment of players, sportsmanship, communication, handling of parents, and treatment of umpires.

7.6.2  Tournament Team Manager Responsibilities

Tournament Team Managers will each select two Tournament Team coaches, subject to Board approval. Tournament Team Managers will schedule and hold practices, and will teach sportsmanship, teamwork and baseball skills appropriate to tournament-level competition to all players on the team. Tournament Team Managers shall be responsible for the proper conduct of all team members and coaches during Tournament practices and games. Tournament Team Managers will secure and have with them at Tournament play all necessary documents, papers and forms required of Tournament teams by CRBR. Tournament Team Managers will be responsible for the arrangement and return of Tournament uniforms and equipment to the Uniform and Equipment Managers, respectively.

7.6.3   Selection of Tournament Team Players

Prior to the end of regular season League play, each Team Manager will submit to the Board the names of each player on his or her team recommended for consideration as a member of the Tournament Team. The Board will schedule a tryout for all interested Team Members where the players will be evaluated by the Tournament Team Manager, Tournament Team coaches, and/or other evaluators. If needed, a committee of the Board and the Tournament Team Manager may meet to discuss all players who have been recommended for the Tournament Team and their tryout evaluations. The final selection of each Tournament Team will be made by Tournament Team Manager, approved by the Board, and certified by the President. Tournament Teams may include up to fifteen (15) players each. No Tournament Team player shall be notified of his or her selection until the entire team has been selected, approved, and certified. All discussions regarding players during Tournament Team selection shall remain confidential.

7.6.4   Tournament Player Age Level

A player playing above his or her age level during the regular season may be considered for a Tournament Team of the player’s actual age level or the age level above.

7.7     League Rules and Policies

At the beginning of each season, the Board will approve and publish a set of League Rules and/or policies governing tryouts, draft, season length, schedule, game play, expectations of managers, coaches, players, parents, Tournament Team selection, special league rules, and other appropriate subjects. All League Rules must be consistent with these Bylaws and the rules and regulations of CRBR.

ARTICLE 8.       Indemnification of Directors, Officers, Contractors, Agents, and Fiduciaries 

8.1    Limitation of Liability of Trustees and Officers.

The personal liability of the Directors and Officers of the Corporation to the Corporation or its Members, or to any third person, shall be eliminated or limited to the fullest extent as from time to time permitted by Utah law. 

8.2    Insurance

The Corporation may purchase and maintain liability insurance on behalf of a person who is or was a Director, Officer, employee, contractor, volunteer, agent, or fiduciary of the Corporation, or who, while serving as a Director, Officer, employee, contractor, agent, or fiduciary of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner, employee, contractor, agent, or fiduciary of another foreign or domestic corporation or other person, or of an employee benefit plan, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a Director, Officer, employee, contractor, agent, or fiduciary whether or not the Corporation would have power to indemnify him or her against the same liability as stated within the Act. Insurance may be procured from any insurance company designated by the Board of Directors, whether the insurance company is formed under the laws of the State of Utah or any other jurisdiction of the United States or elsewhere, including any insurance company in which the Corporation has an equity or any other interest through stock ownership or otherwise.

ARTICLE 9.         OTHER PROVISIONS

9.1     Fiscal Year

The fiscal year of the Corporation shall commence on January 1 and end on the following December 31 of each calendar year.

9.2     Publication of Bylaws and League Rules

The Secretary shall publish these Bylaws and all League Rules. These shall be kept current and shall be readily available to all members of the League.

9.3     Vacancies

Any Director, Officer, League Manager or Team Manager may resign at any time. Vacancies shall be filled as soon as a volunteer replacement can be found.

9.4     Removal

Any Director, Officer, League Manager, Team Manager or League Member may be removed, with or without cause, by the Board pursuant to a vote of two-thirds (2/3) of all Directors.