RUTHERFORD LITTLE LEAGUE, INC.
A Non-Profit Corporation of the State of New Jersey
AMENDED BYLAWS AND CONSTITUTION
Adopted: February 22, 2024
RECITALS
WHEREAS, Rutherford Little League, Inc. is a non-profit, non-stock corporation of the State of New Jersey (the “Local League”) first incorporated in 1952; and
WHEREAS, the Local League operates and administers a youth baseball program in the Borough of Rutherford, New Jersey under Charter No. 230-05-13 (the “Charter”) issued by Little League Baseball, Incorporated. (“LLB”), the parent organization in charge of Little League Baseball throughout the world (the Local League previously operated under two separate charters, but in 1997 consolidated its operations under the Charter); and
WHEREAS, pursuant to the rules and regulations promulgated by LLB governing, the Local League adopted its current constitution on October 23, 1997 (the “1997 Constitution”); and
WHEREAS, the Board of Directors of the Local League (the “Board” or “Board of Directors”) has now determined that it is in the best interests of the Local League to amend and update the 1997 Constitution as set forth herein; and
WHEREAS, Article XII of the 1997 Constitution provided that said constitution may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Members (as defined therein), provided that notice of the proposed change is included in the notice of such meeting; and
WHEREAS, Article XII of the 1997 Constitution further provided that drafts of all proposed amendments shall be submitted to Little League Baseball, Incorporated, for approval before implementation; and
WHEREAS, the Local League has taken all steps and obtained all approvals required in order to effectuate the amendment and updating of the 1997 Constitution; and
NOW THEREFORE, having met all procedural requirements necessary in order to do so, the Local League hereby adopts and ratifies this amended Constitution and Bylaws (the “Amended Constitution”) effective as of the date set forth above.
ARTICLE I. NAME
Section 1. The current legal name of the organization is Rutherford Little League, Inc. The organization is a non-profit corporation of the State of New Jersey and the organization shall conduct all operations as “Rutherford Little League” or under any other name as may be approved by a vote of the Board of Directors of the organization (the “Board of Directors”) from time to time at a duly held meeting of said board. The organization is hereinafter referred to as the "Local League". The name of the non-profit corporation / organization may be changed at any time if approved by a vote of the Board of Directors of the Local League at a duly held meeting of said board, and in accordance with applicable law.
ARTICLE II. OBJECTIVE
Section 1. The objective of the Local League shall be to implant firmly in the children of the community the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so that they may be well adjusted, stronger and happier children and will grow to be good, decent, healthy and trustworthy citizens.
Section 2. To achieve this objective, the Local League will provide a supervised youth baseball program under the Rules and Regulations of Little League Baseball, Incorporated. All Directors, Officers and Members (as such terms are hereinafter defined) shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary, and the molding of future citizens is of prime importance. In accordance with Section 501 (c) (3) of the Federal Internal Revenue Code, the Local League shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball games. No part of the net earnings shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
ARTICLE III. MEMBERSHIP
Section 1 – Eligibility. Any person sincerely interested in active participation to further the objective of this Local League may apply to become a member.
Section 2 – Classes. There shall be the following classes of members (collectively “Members” or the “Membership”):
Player Members. Any player candidate meeting the requirements of Little League Regulation IV shall be eligible to compete for participation (each a “Player Member”). Player Members shall have no rights, duties or obligations in the management, operations or in the property of the Local League.
Regular Members. Any adult person actively interested in furthering the objectives of the Local League may become a “Regular Member” upon election and payment of Annual Dues as hereinafter defined (and if so implemented by the Board of Directors). Regular Members may be issued a card, receipt or other documentation confirming their status as a Regular Member in Good Standing (“Good Standing”) with respect to Membership for a given Local League fiscal year shall hereinafter be defined as being met when a Members has attended the minimum amount of five (5) mandatory League Events (as further described herein below and in the Local Rules) required for membership (as verified by the Board of Directors), made payment of any applicable Annual Dues, passed all mandatory background checks as required by LLB, has completed and provided to the Local League evidence of such completion of, all required safety / instructional courses required in connection with participation in Little League Baseball (including the “Rutgers Certification” required in the State of New Jersey for volunteers involved in amateur athletics) and has satisfied all good standing requirements set forth in the Local Rules). Upon attainment of and maintaining of good standing, a Member shall be then entitled to vote at any General Meeting (as such term is hereinafter defined) of the Local League (commencing with the first General Meeting held in upon a Members attainment of Good Standing), with respect to any matters opened to the general Membership to vote.
The secretary shall maintain the roll of Membership in Good Standing to qualify those Regular Members eligible to vote at General Meetings. The Local League may, in its discretion, from time to time adopt and/or amend, in its Local Rules (as defined hereinafter), as approved by the Board pursuant to the provisions set forth in this Amended Constitution, certain additional standards, requirements and/or procedures with respect to the application and registration of Regular Members, as well as set forth certain standards and requirements to be met by such Regular Members in order to maintain their “Good Standing” and the rights and privileges associated therewith. Assuming a Regular Member is in “Good Standing” at the end of each Local League fiscal year (as defined herein after), such good standing shall automatically renew for the next Local League Fiscal Year (subject to the Members’ annual requirement to meet all obligations necessary to maintain Good Standing during said next Fiscal Year, and payment of said Regular Member’s Annual Dues (as defined hereinafter), if applicable).
Only Regular Members in Good Standing are eligible to vote at General Membership Meetings, including the Annual Meeting. All officers (“Officers), members of the Board of Directors (hereinafter referred to as either “Board Members”, “Trustees” or “Directors”), committee members (as may be appointed by the Board), managers, registered coaches, volunteer umpires and other elected or appointed officials must, in addition to meeting all other applicable criteria and requirements for the holding of such position(s) be active Regular Members in Good Standing in order to hold such title and / or perform such duties as required of such individuals, and assuming they are in fact in Good Standing, all current managers, registered coaches, Board Members, Officers and any other person who is officially recognized by the Board as a volunteer in the Local League via proper Board action, shall automatically be deemed Regular Members in Good Standing in addition to any other aforementioned role or title they might hold.
Honorary Members. Any person may be elected as an Honorary Member by the majority vote of all Directors present at any duly held meeting of the Board, assuming a quorum is present at such meeting but shall have no rights, duties or obligations in the management or in the property of the Local League.
Sustaining Members. Any person not a Regular Member who makes financial or other contribution to the Local League may by a majority vote of all Directors present at any duly held meeting of the Boad, assuming a quorum is present at such meeting, become a Sustaining Member, but such person shall have no rights, duties or obligations in the management or in the property of the Local League.
As used hereinafter, the word "Member" shall mean a Regular Member unless otherwise stated.
Section 3 – Other Affiliations.
Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the Local League.
Members shall not be actively engaged in the organization, operation and/or leadership of any other baseball and/or softball program that conflicts with the Local League. Determination as to whether or not such additional or other baseball program conflicts with the Local League shall be in the sole discretion of the Board of Directors of the Local League.
Section 4 – Suspension or Termination. Membership may be voluntarily terminated by any Member at any time by the tendering of said Member(s)’ ( a “Resigning Member”) resignation to the Board in writing, or by a Resigning Member’s advising of his or her resignation in person at any General Meeting (as defined hereinafter) of the Local League, or by action of the Board of Directors as follows.
The Board of Directors, by a two-thirds vote of those present at any duly constituted Board meeting, and assuming a quorum is present at such meeting, shall have the authority to discipline, suspend, or terminate the membership of any Member of any class, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of the Local League and/or LLB. The Member involved shall be notified of any such pending disciplinary action(s), be advised of the date, time and place of such meeting at least 24 hours’ notice prior to such meeting (with email or other electronic notice constituting an acceptable means of notice), be informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges). Given that in certain instances potential Member disciplinary actions / proceedings may impact such Members’ potential eligibility to participate in an upcoming game as a coach or manager, the Board shall endeavor to provide at least 24-hours’ notice of such hearing or proceeding, but may in fact provide shorter notice in the event that the Member in question’s game schedule so requires. The president of the Board (the “President”) may, in her or his discretion, conduct or order any investigation reasonably necessary with respect to any alleged misconduct of any Member, and may preside over, or appoint any other Director(s) she or he deems appropriate to preside over, any hearing or proceeding held at such meeting relating to such charges. All Members and participants of any kind (including the family members of any such Member or participants), by virtue of their application for Membership or their participation in the Local League, hereby acknowledge that the Board shall have exclusive jurisdiction on behalf of the Local League with respect to any disciplinary matters raised under this Article III, Section 4, and that all such decisions of the Board with respect to same shall be final.
The Board of Directors shall, in case of proposed or potential discipline under this Article III, Section 4 against a Player Member, give notice to the manager of the team for which the player is a Player Member, and to the Player Member’s parent(s) or legal guardian(s) as soon as reasonably possible after such decision to pursue potential disciplinary action has been made (with email or other electronic notice constituting an acceptable means of notice). Given that in certain instances potential Member disciplinary actions / proceedings may impact such Player Members’ potential eligibility to participate in such player’s next game, the Board shall endeavor to provide at least 24-hours’ notice of such hearing or proceeding, but may in fact provide shorter notice in the event that the player in question’s game schedule so requires. Said manager shall appear, in the capacity of an adviser, with the player before the Board of Directors or a duly appointed committee of the Board of Directors. The player’s Player Member’s parent(s) or legal guardian(s) may also be present, and may, in the Board’s discretion, be permitted to speak on the Player Member’s behalf. The Board of Directors shall have full power to suspend or revoke such player’s right to future participation by two-thirds vote of those present at any duly constituted meeting (quorum is required). The President may, in her or his discretion, conduct or order any investigation reasonably necessary with respect to any alleged misconduct of any Player Member, and may preside over, or appoint any other Director she or he deems appropriate to preside over, any hearing or proceeding held at such meeting relating to such charges. All Player Members, by virtue of their application for membership in the Local League, along with their parents/guardians, hereby acknowledge that the Board shall have exclusive jurisdiction on behalf of the Local League with respect to any disciplinary matters raised under this Article III, Section 4, and that all such decisions of the Board with respect to same shall be final.
All investigations, disciplinary procedures and/or disciplinary hearing procedures under this Article III, Section 4 shall be conducted in accordance with this Amended Constitution and all applicable LLB rule and procedures.
ARTICLE IV. DUES FOR REGULAR MEMBERS (NOT PLAYER MEMBERS)
Section 1. Annual dues for Regular Members may be fixed at such amounts as the Board of Directors shall determine, in its sole discretion, for a particular fiscal year (“Annual Dues”). (See Article XI, Section 7 for fiscal year of the Local League.) Note: Dues for Regular Members are separate from registration fees for Player Members, which are determined annually by the Board of Directors in accordance with Regulation XIII (c). The decision of the Board to impose Annual Dues in a given fiscal year shall not obligate or require the Board to impose any such Annual Dues in a subsequent season, and the Board may evaluate whether or not to impose Annual Dues on a season to season basis as it sees fit. Annual Dues may be imposed, modified, repealed or amended at any times action of the Board at any given meeting of the Board of Directors.
Section 2. In the event that the Board opts to impose Annual Dues in any given fiscal year, payment of such Annual Dues shall automatically be deemed a requirement for obtaining Good Standing in such fiscal year, and all Members must make payment of such Annual Dues within thirty (30) days of the Board’s decision to impose same. In the event that Annual Dues are imposed in a given year, no voting rights at any General Meeting may be exercised by a Member until such Annual Dues are paid in full. Members who fail to pay their Annual Dues within thirty (30) days of the date the Board acts to impose such Annual Dues, or, in the case of new Members, within thirty (30) days of the date of the acceptance by the Board of their application to become a Member may, by majority vote of the Board present at a Board meeting, be dropped from the membership rolls and shall forfeit all rights and privileges of membership for the remainder of the fiscal year. With respect to existing Regular Members and the renewal of their membership status upon the commencement of the next Local League fiscal year, payment of such Annual Dues must be within thirty (30) days after the Annual Meeting of the Local League (as defined hereinafter) in order to maintain such Membership in Good Standing without requiring a new application, provided however, that no Regular Member may exercise any voting rights at any Annual or General Meeting (as defined hereinafter) in a given fiscal year of the Local League unless and until said Member’s Annual Dues for said fiscal year have been paid in full. For purposes of this section, the Annual Meeting shall be considered the start of the Local League fiscal year for purposes of tracking payment of Annual Dues, and attendance at League Events, for a given fiscal year and confirming Good Standing of Members for purposes of exercising voting rights at such Annual Meeting.
ARTICLE V. GENERAL MEMBERSHIP MEETINGS
Section 1 – Definition. A General Membership Meeting (each a “General Membership Meeting”) is any meeting of the Membership of the Local League. At least one General Membership Meeting must be held by the Local League in each fiscal year (as further described in Section 6 of this Amended Constitution) (with such mandatory General Meeting being hereinafter referred to as the “Annual Meeting”), and additional General Membership Meetings, including Special General Meetings, shall be held as further described in Section 7 of this Amended Constitution) may be held at the Board’s discretion in accordance with the Notice provisions set forth herein below The Board shall preside over all General Meeting and, the Board shall also determine, in its sole discretion, the agenda at all General Meetings, including the Annual Meeting, and the Board shall have the final say as to what, if any items shall be subject to a Member vote at all General Meetings. The Board shall cause the Local League to hold a General Membership Meeting at least once per calendar quarter, with the Annual Meeting (as such term is defined below) constituting the first General Membership Meeting of the Local League fiscal year. Such quarterly General Membership meetings may be held immediately prior to Board of Directors Meetings should the Board so determined, and all quarterly General Membership meetings shall be held on at least seven (7) days’ notice to the General Members, with such notice being given as set forth in Article V, Section 2 below.
Section 2 – Notice of Meetings. Notice of each General Membership Meeting, including the Annual Meeting, shall be delivered personally, electronically or by mail to each member at their last recorded address at least five (5) days in advance of the meeting, setting forth the place, time and purpose of the meeting. Notice by any single means of the aforementioned methods of notice shall be deemed to have satisfied this notice requirement, and the attendance of any Member or member of the public in person at any General Meeting shall constitute a waiver of any objections to notice of such meeting. For purposes of this Section, electronic notice shall include all of the following, and any one of the following shall constitute proper and complete notice: (i) a notice delivered by email; or (ii) notice posted on the Local League’s website and/or any (or all) of its social media platforms. In lieu of the above methods, notice may be given in such form as may be authorized by the Members, from time to time, at a regularly convened General Membership Meeting. If notice of any General Membership Meeting is provided by any method set forth in this Article V, Section, 2, including by any of the permitted means of electronic notice, the Local League shall not have any obligation to confirm or verify receipt of such notice by any Member, a and such notice shall be deemed effective as of the time it is posted/sent. Attendance in person at any meeting contemplated in these Bylaws shall constitute a waiver of any notice requirements with respect to said meeting.
Section 3 – Quorum. At any General Membership Meeting, including the Annual Meeting, the presence in person or representation by absentee ballot of one-fifth (20 percent) of the members in Good Standing, or, in the alternative, seventy-five percent (75%) of the current Board of Directors, shall be necessary to constitute a quorum. If a quorum is not present, no business shall be conducted. No absentee ballots shall be permitted for any purposes, including but not limited to, the counting of number of attendees for purposes of establishing a quorum.
Section 4 – Voting. Only Regular Members in Good Standing shall be entitled to vote at General Membership Meetings. All voting at General Membership Meetings must be conducted in person, and no absentee ballots or designation of any proxy shall be permitted. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during General Membership Meetings. (Those eligible to take part at meetings of the Board of Directors are described in Article VI, Section 4.)
Section 5 – Absentee Ballots / Proxies. No absentee ballots or proxies shall be permitted for any purposes under this Amended Constitution.
Section 6 – Annual Meeting of the Members. The Annual Meeting of the Members of the Local League (which for avoidance of doubt shall also constitute a General Membership meeting) shall be held in the month of September of each year, and the Board shall use best efforts to schedule same on a weeknight outside of normal business hours. Tasks undertaken at the Annual Meeting shall include, as may be necessary: confirming the Good Standing of current Members eligible to vote for the incoming Board of Directors; electing the Board of Directors for the coming fiscal year; receiving reports; reviewing the Constitution, bylaws and any other governing documents of the Local League as may be necessary; appointing committees as may be necessary at such time; and for the transaction of such business as may properly come before the Meeting. The date of the Annual Meeting shall be in the discretion of the Board provided that: a) seven (7) days’ notice thereof is given to all Members (with such notice being given pursuant to the requirement of Section 2 of this Article V); and b) that the Board shall use its best efforts to ensure that such Annual Meeting is held in the calendar month of September, or as soon thereafter as possible in the event that the Annual Meeting is unable to be held in September.
Prior to the election of the Board of Directors for the coming fiscal year, the Membership shall receive or be presented with at the Annual Meeting of the Members of the Local League a report, verified by the President and Treasurer, or by a majority of the Directors, showing:
The condition of the Local League, to be presented by the President or his/her designee;
A general summary of funds received and expended by the Local League for the previous year, the amount of funds currently in possession of the Local League, and the name of the financial institution in which such funds are maintained;
The whole amount of real and personal property owned by the Local League, where located, and where and how invested;
For the year immediately preceding, the amount and nature of the property acquired, with the date of the report and the manner of the acquisition, the amount applied, appropriated or expended, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made;
The names of the persons who have been admitted to regular Membership in the Local League during such year and a notation of their status as same shall relate to Good Standing (with such names and statuses being confirmed prior to the election of the incoming Board of Directors). This report shall be filed with the records of the Local League and entered in the minutes of the proceedings of the Annual Meeting. A copy of such report may be forwarded to LLB Headquarters if required by LLB rules.
At the Annual Meeting, the Members shall elect twelve (12) Directors (including the invidivudal ultimately elected as President), each of whom will serve a 1-year term commencing on the date of the Annual Meeting and running until the completion of the election of the Board of Directors at the next Annual Meeting.
After the Board of Directors is elected, the Board shall meet to elect the Officers. After the election, the Board of Directors shall assume the performance of its duties for such year commencing immediately thereafter. The Board’s term of office, and the terms of each elected Officer, shall continue until its successors are elected and qualified under this section at the next Annual Meeting.
The Officers of the Board of Directors shall include, at a minimum, the President, one or more Vice Presidents, Treasurer, Secretary, one or more Player Agents and a Safety Officer. Only volunteer (and not paid) umpires may be elected to the Board.
Section 7 – Special General Membership Meetings. Special General Membership meetings (“Special General Membership Meetings”) may be called by a majority of the Board of Directors or by the Secretary or President at their discretion upon at least two (2) days’ notice (with such notice being given pursuant to the requirement of Section 2 of this Article V, including any notice waiver provisions set forth therein). Upon the written request of at least seventy-five percent (75%) of the Members in Good Standing, the President or Secretary shall call a Special General Membership Meeting to consider the subject(s) specified in the request. Such requested Special General Membership Meeting shall be presided over by the Board of Directors, and shall be scheduled at the Board’s convenience on at least three (3) days’ notice to the General Membership (with such notice being given pursuant to the requirement of Section 2 of this Article V, including any notice waiver provisions set forth therein.). No business other than that specified in the notice of the Special General Membership Meeting shall be transacted at any Special General Membership Meeting. Any properly requested Special General Membership Meeting requested by at least seventy-five percent (75%) of the Members in Good Standing shall be scheduled to take place not less than three (3) days nor more than fourteen (14) days after the request is received by the President or Secretary.
Section 8 – Rules of Order for General Membership Meetings. Robert’s Rules of Order shall govern the proceedings of all General Membership Meetings, except where same conflicts with this Constitution of the Local League.
ARTICLE VI. BOARD OF DIRECTORS
Section 1 – Authority and Qualifications. The management of the property and affairs of the Local League shall be vested in the Board of Directors. No two members of the same immediate family (with immediate family in such instance being deemed to include spouses, siblings, parents, children, and grandparents/grandchildren or household shall be permitted to serve as Directors at the same time. All Board members must be at least eighteen (18) years of age at the time of their election to serve as Board members and must meet all other qualifications for Membership in the Local League, as set forth in this Amended Constitution (and any amendments /supplements thereto), the Local Rules, and any and all applicable standards or requirements set by LLB, or applicable federal, sate or local law (including, but not limited to, passing of all background checks, and completion of all required safety and training / instructional courses). In the event that an elected Board Member is found to have failed to have maintained or met any of the prerequisites required to allow such individual to serve as a member of the Board of Directors, such Board member’s privileges as a Director will be deemed immediately suspended, and in the sole discretion of the remainder of themembers Board of Directors, the Board shall determine whether or not such failure to meet the necessary requirements is cureable, and if so, the Board shall so determine a reasonable period of time within which the Board member in question may cure such deficiencies and, upon completion of such cure, said individual’s privileges as a Director shall be reinstated. Nothing set forth in this Article VI, Section 1 shall be construed so as to allow the Board to waive, excuse, overlook or otherwise relax any requirements of Membership or qualification to serve as a Director of the Local League, and the Board shall not be entitled to waive or modify any appliable LLB, federal, state or local requirements for any deficient Board member (by way of example the Board cannot elect to waive a failed background check of a Board member).
Section 2 – Increase in Number. The number of Directors so fixed at the Annual Meeting may be increased at the Annual Meeting by the affirmative vote of seventy-five percent (75%) of all Members in Good Standing, or at a Special Meeting of the Members duly called for such purposes by the affirmative vote of seventy-five percent (75%) of all Members in Good Standing. If the number is increased, the additional Directors may be elected at the meeting at which the increase is voted, or at any subsequent General Membership Meeting. All elections of additional Directors shall be by a seventy-five percent (75%) supermajority vote of all Regular Members in Good Standing, assuming a quorum is present.
Section 3 – Vacancies. If any vacancy occurs in the Board of Directors, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose, assuming the required quorum is present at such meeting.
Section 4 – Board Meetings, Notice and Quorum. Regular meetings of the Board of Directors shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the Board.
The President or the Secretary may, whenever they deem it advisable, or the Secretary shall at the request in writing of a majority of Directors, issue a call for a Special Board Meeting. In the case of Special Board Meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting without the consent of all Board Members to consider same.
Notice of each Board meeting (each a “Board Meeting”) shall be given by the President or Secretary personally (including verbally), electronically (including via email or text message) or by mail to each Director at least three (3) days before the time appointed for the meeting to the last recorded address of each Director, provided that a Director may individually opt to waive the three day portion of this section with respect to notice of such meetings, should such Director so desire. Presence at any Board Meeting by a Director without an express objection being made prior to or upon the immediate commencement of such Board Meeting, shall constitute a waiver of any objection relating to notice of such Board Meeting.
A majority of members of the Board of Directors shall constitute a quorum for the transaction of business. If a quorum is not present, no business shall be conducted.
Only members of the Board of Directors may make motions and vote at meetings of the Board of Directors. However, the Board of Directors may invite, admit and recognize guests for presentations or comments during Board meetings.
Section 5 – Duties and Powers. The Board of Directors shall have the power to appoint such standing committees as it may determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.
The Board may adopt such rules and regulations for the conduct of its meetings and the management of the Local League as it may deem proper, provided such rules and regulations do not conflict with this Constitution or LLB rules or regulations.
In addition to the General Membership disciplinary powers provided for in this Amended Constitution, he Board shall have the power by a two-thirds vote of those present at any regular Board or Special Board Meeting, assuming the necessary quorum is present at such meeting, to discipline, suspend or remove any Director or Officer or Committee Member of the Local League in accordance with the procedure set forth in Article III, Section 4 (a) and (b) (with the Board Member(s) being subject to such disciplinary proceedings being required to recuse themselves as may be appropriate). Such disciplinary action may, in the Board’s discretion, also simultaneously apply to such accused individual’s Membership privileges in the Local League as well.
Section 6 – Rules of Order for Board Meetings. Robert’s Rules of Order shall govern the proceedings of all Board of Directors meetings, except where same conflicts with this Constitution of the Local League.
ARTICLE VII. DUTIES AND POWERS OF THE BOARD
Section 1 – Appointments. The Board of Directors may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each. Appointed officers or agents shall have no vote on actions taken by the Board of Directors unless such individuals have been elected to the Board by the Membership or have been elected to fill a vacancy on the Board.
Section 2 – President. The President shall:
Conduct the affairs of the Local League and execute the policies established by the Board of Directors.
Present a report of the condition of the Local League at the Annual Meeting.
Communicate to the Board of Directors such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the Local League.
Be responsible for the conduct of the Local League in strict conformity to the policies, principles, Rules and Regulations of Little League Baseball, Incorporated, as agreed to under the conditions of charter issued to the Local League by that organization.
Designate in writing, or by appropriate motion and vote at an appropriately called Board Meeting, other Officers or Directors, if necessary, to have power to make and execute for/and in the name of the Local League such contracts and leases they may receive and which have had prior approval of the Board.
Investigate complaints, irregularities and conditions detrimental to the Local League and report thereon to the Board or Executive Committee as circumstances warrant.
Prepare and submit, with the assistance of the Treasurer an annual budget to the Board of Directors and be responsible for the proper execution thereof.
With the assistance of the Player Agent, examine the application and support proof-of-age documents of every player candidate and certify to residence and age eligibility before the player may be accepted for tryouts and selection.
Section 3 – Vice President. The Vice President(s) shall:
Perform the duties of the President in the absence or disability of the President, provided he or she is authorized by the President or Board so to act. When so acting, the Vice President(s) shall have all the powers of that office.
Perform such duties as from time to time may be assigned by the Board of Directors or by the President.
Coordinate, with the assistance of other Board Members or appropriate designees, the schedules for games and practices and other events as may be appropriate for all applicable divisions of the Local League.
Section 4 – Secretary. The Secretary shall:
Be responsible for recording the activities of the Local League and maintain appropriate files, mailing lists and necessary records.
Perform such duties as are herein specifically set forth, in addition to such other duties as are customarily incident to the office of Secretary or as may be assigned by the Board of Directors.
Maintain a list of all Regular, Sustaining and Honorary Members, Directors and committee members and give notice of all meetings of the Local League, the Board of Directors and committees.
Issue membership cards or other documentation as approved by the Board to Regular Members in Good Standing, if approved by the Board of Directors.
Keep the minutes of the meetings of the Members, the Board of Directors and the Executive Committee, and cause them to be recorded in a book kept for that purpose.
Conduct all correspondence not otherwise specifically delegated in connection with said meeting and shall be responsible for carrying out all orders, votes and resolutions not otherwise committed.
Notify Members, Directors, Officers and committee members of their election or appointment.
Section 5 – Treasurer. The Treasurer shall:
Perform such duties as are herein set forth and such other duties as are customarily incident to the Office of Treasurer or may be assigned by the Board of Directors.
Receive all monies and securities, and deposit same in a depository approved by the Board of Directors.
Keep records for the receipt and disbursement of all monies and securities of the Local League, including the Auxiliary, approve all payments from allotted funds and draw checks therefor in agreement with policies established in advance of such actions by the Board of Directors. All disbursements by check must have dual signatures.
Prepare an annual budget, under the direction of the President, for submission to the Board of Directors at the Annual Meeting.
Prepare an annual financial report, under the direction of the President, for submission to the Membership and Board of Directors at the Annual Meeting, and to Little League Headquarters.
Section 6 – Player Agent. The Player Agent shall:
Record all player transactions and maintain an accurate and up-to-date record thereof.
Receive and review applications for player candidates and assist the President in verifying residence and age eligibility.
Conduct, with the assistance of other Directors and Members as he or she may deem necessary, the tryouts, the player draft and all other player transaction or selection meetings.
Prepare the Player Agent’s list.
Prepare for the President’s signature and submission to Little League Headquarters, team rosters, including players claimed, and the tournament team eligibility affidavit.
Notify Little League Headquarters of any subsequent player replacements or trades.
Section 7 – Safety Officer. The Safety Officer shall:
Be responsible to create awareness, through education and information, of the opportunities to provide a safer environment for youngsters and all participants of Little League Baseball.
Develop and implement a plan for increasing safety of activities, equipment and facilities through education, compliance and reporting.
NOTE: In order to implement a safety plan using education, compliance and reporting, the following suggestions may be utilized by the Safety Officer:
Education – Should facilitate meetings and distribute information among participants including players, managers, coaches, umpires, league officials, parents, guardians and other volunteers.
Compliance – Should promote safety compliance leadership by increasing awareness of the safety opportunities that arise from these responsibilities.
Reporting – Define a process to assure that incidents are recorded, information is sent to league/district and national offices, and follow-up information on medical and other data is forwarded as available.
ARTICLE VIII. EXECUTIVE COMMITTEE
Section 1. The Board of Directors may appoint an Executive Committee which shall consist of not less than three (3) nor more than five (5) Directors, one of whom shall be the President of the Local League.
Section 2. The Executive Committee shall advise with and assist the Officers of the Local League in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board, but in no event will the Executive Committee have authority over the Board of Directors.
Section 3. At any meeting of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.
ARTICLE IX. OTHER COMMITTEES
The Board of Directors may from time to time appoint any other committee(s) that the Board deems necessary to advance the interests and business of the Local League. Committees shall consist of at least three (3) and no more than five (5) Directors (except as may otherwise be specified below for a specific committee), and may include any other Regular Members in Good Standing approved by the Board. Such committees shall be operated in accordance with this Amended Constitution and such committee(s) may conduct committee business at committee meetings in the same manner as contemplated by/for the Executive Committee (if same is in existence) in Article VII, Section 3 above. Committees may include, but are not necessarily limited to:
1. Nominating Committee - to investigate and consider eligible candidates and submit at the Annual Meeting a slate of candidates for the Board of Directors / Officers of the Local League
2. Membership Committee - to receive the names of prospective Honorary, Sustaining and Regular Members, investigate for eligibility and recommend those qualified for election at the annual, regular or any special meeting of the Members or the Board of Directors as the case may be.
3. Finance Committee - to investigate ways and means of financing the Local League including team sponsorships and submit recommendations. It may be responsible for taking up collections at games, if such collections are authorized by the Local League, and shall turn over said collections to the Treasurer immediately after each game. The Treasurer shall be an ex-officio member of the Committee
4. Building and Property Committee and/or Grounds Committee - to investigate and recommend available, suitable sites and plans for development, including ways and means, the latter in cooperation with the Finance Committee. It shall be responsible for repair and improvement recommendations, other than normal maintenance, and supervise the performance of approved projects, and which shall be responsible for the care and maintenance of the playing field(s), buildings and grounds. It shall operate within the amount appropriated in the approved budget for that purpose. This may be one or two committees depending on the Board’s discretion.
5. Playing Equipment Committee – to secure bids on needed supplies and equipment and make recommendations for their purchase to the Board. The Committee shall be responsible for the proper issuance of such supplies and equipment and for the repair, cleaning and storage thereof at the close of the season.
6. Managers Committee - to interview and investigate prospective managers and coaches, including those for the Minor League and Tee Ball teams, and recommend acceptable candidates to the President for appointment and subsequent approval by the Board of Directors. It shall, during the playing season, observe the conduct of the managers and coaches and report its findings to the President of the Local League. It shall, at the request of the President or Board of Directors, investigate complaints concerning managers and coaches, and make a report thereof to the President or Board of Directors as the case may be.
7. Umpire Committee - to recruit, interview and recommend to the President for appointment a staff of umpires, including a chief umpire and replacements. When appointed, the staff of umpires shall be under the personal direction of the Local League President, assisted by the Chief Umpire who shall train, observe and schedule the staff. The Local League President shall be chair of any such Committee.
8. District Committee - to assist the District Administrator in interleague district functions including the selection of members of the District Administrator’s Advisory Committee and the selection of tournament sites and area tournament directors. If applicable this committee shall consist of the Local League President as chair and two (2) other Directors.
9. Auxiliary Committee - to coordinate the activities of the Auxiliary. It shall review and evaluate auxiliary projects for raising money and disposition of profits, and make recommendations to the Board. The Board of Directors shall approve in advance all projects and actions of the Auxiliary. This committee shall consist of the Local League Treasurer and two (2) other Directors and other appointed Regular Members.
10. Auditing Committee - to review the Local League’s books and records annually prior to the Annual Meeting and attach a statement of its findings to the annual financial statement of the President and Treasurer; or may, if directed by the Board of Directors or Membership, secure the services of a Certified Public Accountant to accomplish such review. This committee shall consist of three (3) Directors. The President, Treasurer or signatories of checks are not eligible.
11. Minor League Committee – to ensure proper conduct of the Minor League organization, if applicable. The Chairman of the Committee shall be the Minor League Vice President.
At no time shall any committee be deemed mandatory, and any committee may be disbanded at any time in the sole discretion of the Board by vote thereof at a Board Meeting.
ARTICLE X. AFFILIATION
Section 1 – Charter. In order to be eligible to participate in Little League Baseball, Incorporated programs and activities, the Local League shall annually apply for or otherwise maintain the Charter from Little League Baseball, Incorporated, and shall do all things necessary to obtain and maintain such Charter. So long as the Local League is part of and provides baseball programs under the umbrella of Little League Baseball Incorporated, the Local League shall devote its entire energies to the activities authorized by such Charter and it shall not be formally affiliated with any other program or organization or operate any other program. Nothing in this Article X, Section 1 however shall preclude the Local League, upon affirmative vote of the Board of Directors, from providing support to similarly minded non-profit and/or community organizations, including other sports based organizations, in furtherance of the Local League’s general non-profit mission.
Section 2 – Rules and Regulations. The Official Playing Rules and Regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on this Local League so long as the Local League participates under the umbrella of Little League Baseball, Incorporated.
Section 3 – Local Rules, Ground Rules and/or Bylaws. The local rules, ground rules and/or bylaws of this Local League (the “Local Rules”) shall be adopted annually by the Board of Directors at a Meeting of the Board of Directors to be held not less than one month previous to the first scheduled game of the season, but, so long as the Local League is operating under the umbrella of Little League Baseball, Incorporated, the Local Rules, shall in no way conflict with the Rules, Regulations and Policies of Little League Baseball, Incorporated, nor shall they conflict with this Amended Constitution. Such Local Rules may be adopted by the affirmative vote of a majority of the Board Members present at the Board Meeting at which the Local Rules are being considered, provided that the required quorum is present. Such Local Rules shall consist of applicable local rules for baseball as such rules may be deemed necessary. In the event that the Board fails to timely adopt Local Rules for any given season, the prior season or most recently adopted Local Rules shall remain in effect for the upcoming season, to the extent that same do not conflict with the Rules, Regulations and Policies of Little League Baseball, Incorporated if the Local League is operating under the umbrella of Little League Baseball, Inc., or conflict with this Amended Constitution The Local Rules are not considered part of this Amended Constitution. Notwithstanding the foregoing, if at any time an adjustment to the Local Rules is required in order to meet legitimate operational needs, or in order to address safety concerns, or any concerns or issues relating to events outside of the Local League’s control such as a pandemic, disaster, or other act of God, the Board may, upon a majority vote of the Directors, implement any such adjustments or modifications to the Local Rules as it sees fit (and subject to the general conflict rules set forth above) at any time to ensure the Local League’s ability to operate in a safe and effective manner.
ARTICLE XI. FINANCIAL AND ACCOUNTING
Section 1 – Authority. The Board of Directors shall decide all matters pertaining to the finances of the Local League and it shall place all income including Auxiliary funds (if any) in a common league treasury, directing the expenditure of funds in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Section 2 – Contributions. The Board shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of the Local League, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the Local League.
Section 3 – Solicitations. The Board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds so raised be placed in the Local League treasury.
Section 4 – Disbursement of Funds. So long as the Local League is operating under the umberalla of Little League Baseball, Incorporated, the Board shall not permit the disbursement of Local League funds for other than the conduct of Little League activities in accordance with the rules, regulations and policies of Little League Baseball, Incorporated (in the event of any conflict between Little League Baseball, Incorporated rules, regulations or policies and federal, state or local law, federal, state and/or local law shall at all times supersede and control). All disbursements shall be made by check. All checks shall be signed by the President, Treasurer and/or such other officer or officers or person or persons as the Board of Directors shall determine. No Board member authorized to disburse funds may be the spouse or family relative of the Local League President, Treasurer, or have direct access to league funds without the written permission of the chairperson of the Local League’s Audit Committee. The use of a league credit card or debit card is permitted, given that the card is returned to the League President, Treasurer, or Chairperson of the Audit Committee with receipt for all purchases made within three (3) days of the purchase date.
Section 5 – Compensation. No Director, Officer or Member of the Local League shall receive, directly or indirectly, any salary, compensation or emolument from the Local League for services rendered as Director, Officer or Member.
Section 6 – Deposits. All monies received by the Local League, including Auxiliary funds, shall be deposited to the credit of the Local League in such account or accounts to be designated by the Board. Such accounts shall be at a commercial bank or savings institution of satisfactory reputation to the Board.
Section 7 – Fiscal Year. The fiscal year of the Local League with respect to all financial and accounting matters shall begin on October 1 and shall end on September 30. Except, that, the commencement of the terms of the Board of Directors and the tracking of Good Standing with respect to Members entitled to vote at General Membership Meetings shall be calculated from the date of the Annual Meeting through the next Annual Meeting.
Section 8 – Distribution of Property upon Dissolution. Upon the dissolution of the Local League, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XII. AMENDMENTS
This Constitution may be amended, repealed or altered in whole or in part by a majority vote at any duly organized General Membership Meeting meeting provided notice of the proposed change is included in the notice of such meeting. Draft of all proposed amendments shall be submitted to Little League Baseball, Incorporated, for approval before implementation. If amended and approved by Little League Baseball, Incorporated, the newly amended Constitution shall be ratified and formally implemented by the Board at its next Board Meeting thereafter.
This Constitution was approved by a vote of Membership of Rutherford Little League, Incorporated, a non-profit corporation of the State of New Jersey held on February 22, 2024 and is deemed effective as of February 22, 2024.
RUTHERFORD LITTLE LEAGUE, INC.
By:
Jennifer Gioia, President
League ID: 230-05-13;
Federal ID: 22-2500959; State ID: NJ 3003-828/000
Little League Baseball does not limit participation in its activities on the basis of disability, race, creed, color, national origin, gender or religious preference.