December 2006


SECTION ONE
Membership
1.01 Membership Qualifications - Eligibility. Any person who is a player, manager, coach, scorekeeper, or associate in good standing who is listed on the official roster of a team recognized by Softball Austin (SA) or who is a current duly elected Commissioner, is eligible for membership in SA
1.01.01 A team shall consist of at least 9 active players, and no more than 20 active players. There is no limit on non-players on the roster.
1.01.02 Disputes pertaining to eligibility shall be resolved by the Board.
1.01.02.01 Any person determined by due process to be ineligible shall forfeit all privileges of membership and all fees paid.
1.01.03 Membership in SA is non-transferable. Should a membership be terminated, the league dues are not refundable.
1.02 Good Standing. Good standing shall be defined as having paid all pertinent fees for the current season and observing continuous compliance with all provisions set forth in the By-Laws and Rules.
1.03 Franchise. Each team in good standing and in attendance at any properly convened Council meeting shall be entitled to cast one vote pertaining to each issue to be decided by voting at such meeting.
1.04 Honorary Membership. The Board or Council, by majority vote, may confer honorary membership on any persons who have shown good faith to SA.
1.04.01 Honorary members shall have no voting privileges unless they are elected officials.
1.04.02 The Board or Council may revoke honorary membership by a majority vote.
1.05 Member’s name and address. The name and address of each member and date of issuance shall be entered in the private records of the league, and will not be sold, rented or disseminated to any other organization. Reproduction, sale, rental, lease, or use of the mailing list or directory by any other person or group of any of the contents, for any purpose is expressly prohibited. Instances of unauthorized use will be sent to Board for evaluation and possible actions.
1.06 Suspensions - This section is covered in the Rules.
1.07 Expulsions. Any member may be expelled from the League for misconduct, by a two-thirds (2/3) vote of the Council at a legally constituted meeting provided that said member receives written notification of the charges and meeting date and is given the opportunity to rebut those charges at that meeting.

SECTION TWO
Board of Commissioners
2.01 Composition. The Board of Commissioners (Board) shall be composed of the Commissioner, Assistant Commissioner, Secretary, Treasurer, PR Coordinator, Competition Coordinator and Social/Fundraising Coordinator, each of who shall be elected as provided in the By-Laws and/or Rules. All Board members serve two-year terms.
NOTE: Exception - In 2005, the Commissioner and Treasurer will be elected to serve a one (1) year term and the Assistant Commissioner and Secretary will be elected to serve a two (2) year term. This will create staggered terms, providing continuity on the Board.
2.01.01 The Commissioner shall chair all Board meetings. In the absence of the Commissioner, the Assistant Commissioner will chair a meeting. If the Commissioner and Assistant Commissioner are not present, a quorum is not valid, and the meeting must be rescheduled.
2.01.01.01 The Board may dissolve any committee by majority vote.
2.01.01.02 The Board shall resolve all disputes and protests arising out of any SA sanctioned softball game within 48 hours after the game has been completed.
2.01.01.03 All SA checks must be counter-signed by two officers.

2.02 Commissioner - The duties of the Commissioner shall include, but not be limited to the following:

a) Preside at all formal meetings of the Council and of the Board.
b) Appoint members of any duly authorized committee of the league.
c) Rule on the interpretation and intent of the Articles of Incorporation, By-Laws and Rules.
d) Serve as an authorized signatory on league checking accounts and on any funds managed by the league.
e) Oversee all day-to-day functions of the league.
f) Rule on parliamentary procedures at all formal meetings of members, Council and of the Board.
g) Oversee all filings with regards to the Articles of Incorporation, which includes informing the State of any changes in the Board. Also, oversee any other filings required by any and all federal, state, city and municipalities.
h) Appoint the representatives to represent SA at all meetings of the national meetings of the North American Gay Amateur Athletic Alliance (NAGAAA). Travel, hotel expenses and a per diem for NAGAAA meetings will be covered by the league with a limit set forth by the Board.
i) Appoint a Sergeant of Arms, if necessary, to help maintain order at meetings.
j) Shall designate all committees, select all committee chairs, and serve as a voting ex-officio member of all committees, as provided in the By-Laws.

2.03 Assistant Commissioner - The duties of the Assistant Commissioner shall include, but not be limited to the following:

a) Performing all duties and exercising all powers of the Commissioner during the Commissioner's absence or disability.
b) Becoming the acting Commissioner should the Commissioner resign or be removed from office.
c) Maintaining order at all meetings.
d) Ruling on Parliamentary procedures at all formal meetings of the members of the Board.
e) Serving as an authorized signatory on the league checking accounts.
f) Accounting to the Board for all general business.
g) Serve as a liaison between team sponsors and the Board for teams in their division.
h) Serving as the official alternate representative of the League to the meetings of NAGAAA. (Note: Current NAGAAA rules require written approval from the League Commissioner if anyone other than the League Commissioner will serve as the voting representative to NAGAAA.)
i) Oversee play and Rules of conduct.
j) Be responsible for the handling of all documents scheduled to be sent to NAGAAA, including but not limited to:

1) Non-resident player forms;
2) Team rosters;
3) List of teams and managers;
4) Conference designation of teams (i.e. A, B, C, etc.)
5) Reservation of slots in the GSWS.
6) GSWS rosters
7) Player rating information and diskette (where applicable)

2.04 Secretary - The duties of the Secretary shall include, but not be limited to the following:

a) Keeping the minutes of the meetings of the Board, the membership, and of the Manager’s Council. Minutes of meetings of the Board of Trustees must be distributed to each and every Trustee within ten (10) days of said meeting. Minutes of meetings of the Manager’s Council must be distributed to each and every Trustee as well as each and every member of the Manager’s Council within ten (10) days of said meeting. Minutes of meetings of the membership must be distributed to each and every Trustee within thirty (30) days of said meeting, and must be available for distribution upon request to any League member; also, minutes of meetings of the membership must be available for distribution at the next meeting of the membership.
b) Maintaining an official record of the By-Laws, and Rules and amendments and changes thereto.
c) Maintaining official record of league scores and standings.
d) Maintaining a record of all members of the league and their respective current mailing addresses.
e) Serving as an authorized signatory on the league checking accounts.
f) Assuring the league has met all fees and filed correct information with NAGAAA to maintain membership in that body.
g) Responsible for filing amended Articles of Incorporation, which includes informing the State of any changes in the Board. Also responsible for any other filings required by any and all federal, city, state and municipalities.
h) Providing sign-in sheets at applicable League functions.
i) Providing player ratings from the previous year to every team Manager/Coach as well as to the Player Ratings Committee (or Board) prior to the start of league play.

2.05 Treasurer - The duties of the Treasurer shall include, but not be limited to the following:

a) Accounting monthly for all dues and monies collected and disbursed by the league. Prepare a monthly detailed cash report, which reconciles to the bank accounts. Submit to Board for approval and then to Council.
b) Record keeping and accounting is to be prepared using an accounting program or database spreadsheet.
c) Having custody of the checkbook(s) of the league and of the checkbook(s) of any funds managed by the league.
d) Depositing of all monies of the league in such bank(s) as shall be specified by resolution of the Commissioners within five business days.
e) Making disbursements and having charge of the financial affairs of the league and of any funds managed by the league under authorization by the Commissioners.
f) Collecting all dues and monies owed to the league including player fees and team sponsor/registration fees. Reporting to the Board on any outstanding debt.
g) Serving as an authorized signatory on the league checking account(s) and of any funds managed by the league.
h) Preparing or coordinating the filing of annual tax reports with the accounting firm engaged by SA, if applicable.
i) Prepare or coordinate the preparation of quarterly financial statements and submit to the Board for approval and then to Council.
j) Oversee preparation of an annual budget. Submit to the Board for approval and then to the Council. Prepare a budget variance report.
k) Obtain a budget for any tournaments or other league activities and provide this budget along with regular updates to the Board and Council.
l) Accounting for all expenses and income from concession sales and deposit all profits into the League checking account(s), if the League is responsible for concessions.
m) Serving as Treasurer of the Texas Shootout Committee.

2.06 Public Relations Coordinator – The duties of the Public Relations Coordinator shall include, but not be limited to the following:

a) Collecting information and overseeing the publication of the League newsletter and quarterly e-mail updates for League members.
b) Supervising League Web master to ensure the Web site is maintained properly for Softball Austin and the Texas Shootout (i.e. Ensuring content current, professional and appropriate; Ensuring Web hosting fees are current)
c) Along with the Commissioner, serving as spokesperson for the League with the news media.
d) Approving all advertising/marketing materials that are published in any medium on behalf of the league and/or league-related events.
e) Coordinating and approving all league communications (by anyone other than fellow Board Members) to outside parties.
f) Serving as an authorized signatory on the league checking account.
g) Serving as the primary Trustee for recruiting new members into the League, both playing and non-playing.
h) Organizing social functions for the League including post-game gatherings, fundraisers and end-of-season celebrations.
i) Helping raise awareness about Softball Austin in Central Texas and among other NAGAAA communities.

2.07 Competition Coordinator – The duties of the Competition Coordinator shall include, but not be limited to the following:

a) Coordinating and providing a League playing schedule.
b) Coordinating the scheduling of umpires for League play with the Umpire in Chief (UIC). Will nominate a person for UIC, who must be approved by a vote of the Board of Trustees. If the UIC selected is a member of the league, they will have their dues waived as compensation.
c) Working with the Board to secure balls, scorebooks and lineup cards for league play.
d) Coordination and overseeing field maintenance and reservations.
e) Coordinating the scheduling of scorekeepers for League play (as directed by the Board).
f) Coordinating the timely and accurate collection and posting of league scores, stats and standings to the Web site.
g) Oversee collection of roster cards each week and ensure the appropriate copies of records are given to the league Secretary.
h) Planning competition with teams that are not members of the League, upon approval of the Board.
i) Overseeing all tournament committees that are authorized by the Board.
j) Serving as an authorized signatory on the League checking account(s).
k) Serving as chair of the Protest Committee.

2.08 Social/Fundraising Coordinator – The duties of the Social/Fundraising Coordinator shall include but are not limited to:

a) Coordinating all League fundraising activities with the teams and members of the League.
b) Working with the PR Coordinator to plan and implement social activities for the League.
c) Serving as the liaison between the League sponsors and the Board.
d) Serving as an authorized signatory on the League checking account(s).
e) Serving as the primary Trustee on the operation of a concession facility for the League softball play and any tournament(s) that the League may host or co-host. The duties will include appointment of a Concessionaire for League softball play and any tournament(s) that the League may host or co-host with the approval of the Board of Trustees.
f) Pursuing corporate sponsorship.

2.09 Voting: Each member of the Board shall be entitled to cast one vote pertaining each issue to be decided by voting in all Council and Board meetings. On all matters brought before the Board or Council at any meeting, each member shall be entitled to one vote on each issue, with the exception of the Commissioner. In the case of a tie vote, the Commissioner shall be entitled to cast a tie-breaking vote. Proxies will be allowed to be used by council members by a representative from that team.
2.09.01 A Board member shall abstain from voting for the purpose of determining Board policy, procedure, or action that solely and specifically affects a team on whose roster the member is listed.
2.10 Elections: Regular election of all Board shall occur at the annual meeting. This meeting will be held in conjunction with a Council meeting to be held within sixty (60) days of the World Series qualifying season. The Board will appoint an election committee to collect and monitor votes on the day of the election. All players and coaches on the official roster of teams in good standing with SA may vote. Each player has one vote.
2.10.01 Candidates for each Board position must be listed on the official roster of a softball team in good standing with SA, or an honorary member.
2.10.02 Candidates for each position shall be nominated by any member of the Council.
2.10.02.01 Each nomination shall be seconded by another member of the Council.
2.10.02.02 Each nomination shall be accepted or declined by the nominee.
2.10.02.03 The elective process shall proceed for each position successively in the same order as the positions are listed in Section 2.01 of these By-Laws.
2.10.02.04 The entire elective process shall be completed for each particular position before any nominations are accepted for the subsequent position.
2.10.03 One nominating speech on behalf of each candidate shall be permitted after a motion to close nominations has been made, seconded, and passed.
2.10.03.01 Duration of each nominating speech shall not exceed three minutes.
2.10.04 Each candidate shall be permitted to make a speech to the Council after a motion to close nominations has been made, seconded, and passed (Optional).
2.10.04.01 Duration of each candidate’s speech shall not exceed five minutes.
2.10.05 Voting shall proceed utilizing written ballots.
2.10.06 The candidate receiving the greatest number of votes shall be elected. If no candidate receives a majority, there shall be a run off election with the two candidates with the highest vote totals.
2.10.06.01 In the event that a motion is made, seconded, and passed to elect one candidate by acclamation, no written ballot shall be required.
2.11 Commencement of term of office. Each newly elected Board member shall be entitled to exercise the powers and authority and perform the duties of the elected position at the conclusion of the entire elective process for that position until a successor has been duly elected. Newly elected officers will take office after the World Series if elections are held prior to the World Series and during the spring season.
2.12 Termination. Membership on the Board may be terminated; creating a vacancy that shall be filled, as provided in these By-Laws. If an officer fails to perform or violates the duties of his or her office, the officer may be removed from office by a two-thirds vote of the Council at any Council meeting, provided that the officer in question is notified of the charges in advance of the meeting. He or she will then be given the opportunity to rebut the charges at the meeting.
2.12.01 Any Commissioner member who is absent from three consecutive regular Board meetings without good cause shall be automatically removed from the Board.
2.12.02 When any Board member permanently becomes physically incapable of performing the duties of office, including by reason of death, a vacancy shall exist.
2.12.02.01 In the event that any dispute arises pertaining the determination of permanent physical incapacity, the Board shall decide the matter.
2.13 Vacancy. Any vacancy shall be filled temporarily by nomination of an acting Board or Council member by the Commissioner, subject to approval by majority of the Council.
2.13.01 Any acting Board member appointed by the Commissioner shall serve until a successor has been duly elected.
2.13.01.01 In the event that a regular election is scheduled to occur within two months from date the vacancy occurs, acting Board member shall serve until time of such election.
2.13.01.02 Any special election commenced pursuant to this requirement shall comply with all applicable provisions of these By-Laws.
2.14 Return of Property. Upon leaving their position or at the end of their term, whichever comes first, any member of the Board, whether or not re-elected to another term, shall return to the current Commissioner all documents and/or items that are the property of the league. A transition meeting shall take place among all outgoing and incoming officers. At this meeting all League records and other related League property shall be turned over to the incoming officers, bank signature cards shall be filled out thus turning over the League accounts to the incoming officers. Failure to comply with this directive within a thirty-day period of leaving the Board shall result in this person being suspended from SA League membership. Suspension will be voided upon the return of all documents and items.
2.15 Exclusive Powers. The Board shall have the following exclusive powers:

• Enforcement of penalties for violation of league rules.
• Jurisdiction of the Articles of Incorporation and any changes pertaining thereof.
• Prescribe additional duties for any of the officers in addition to those set forth in these By-Laws.
• To set the fees for membership at its reasonable discretion.
• The Board, in addition to the foregoing specific powers, shall have the power to manage all the affairs of the league, and act on any and all questions relating in any manner whatsoever thereto, and to make all contracts necessary for the proper transaction of league business.
• A member or members of the Board shall have the power to interpret the Rules at any league game and make a decision with respect to such interpretation, unless the Board members team is affected by the ruling. Any such decisions shall be placed in the minutes of the next Council meeting.

SECTION THREE
Council
3.01 Council Members: The Council shall consist of the manager or their appointed representative from each team that is a member in good standing of the league, and the Board. Council members’ term continue even after the season, until the next season’s team have filed for, unless the team advises the league they do not plan to return, or they are expelled for any reason. Teams that have notified the Board that they will not return, been suspended or expelled do not count towards a quorum requirement.
3.02 Meetings: Meetings of the Council shall be held from time to time in conjunction with the meetings of the Board. The Board will call meetings with notice given to each member of the Council in person, by mail or electronic mail, at least five days prior to the meeting.
3.03 Manner of Acting: The act of a majority of the Council members present at a meeting at which a quorum is present shall be an act of the Council.
3.04 Compensation: The Council members shall serve without compensation.
3.05 Duties of the Council:

The duties of the Council are:
a) Assist the Board in selecting an Open Roster teams to represent SA in the Gay World Series.
b) Serve as the body to receive grievances from members about players or teams about possible violation of the league rules and, after hearing the grievance, to bring such grievance to the Board with recommendations of any penalties that may be assessed. In the case of grievances affecting teams within only one Conference (A, B, C, D), the Council may refer the matter to be decided by the managers that conference. (This function is not a protest committee for protests involving actual play of a game).
c) Perform any other duties that the Board may from time to time assign to the Council.

3.06 Voting: Each member of the Board shall be entitled to cast one vote pertaining to each issue to be decided by voting in all Council and Board meetings. On all matters brought before the Board or Council at any meeting, each member shall be entitled to one vote on each issue, with the exception of the Commissioner. In the case of a tie vote, the Commissioner shall be entitled to cast a tie-breaking vote. The Commissioner shall be entitled to vote on elections.

SECTION FOUR
Meetings
4.01 annual meeting. The annual meeting of SA shall be a Council meeting held, in the city of Austin, Travis County, within sixty (60) days of the season that qualifies teams for the NAGAAA World Series.
4.01.01 The place of the annual meeting shall be determined by the Board.
4.01.02 Notice of the annual meeting shall be mailed or electronically mailed to each manager of SA at least ten days prior to such meeting, by the Secretary.
4.02 Additional meetings. General or special meetings of the Council may be called and convened by the Board at any time.
4.02.01 Upon petition in writing by one-third of all team managers, the Board shall call and convene a special meeting of the Council.
4.02.02 The Commissioner shall determine the time and place of any general or special meeting.
4.02.03 Written notice of general and special meetings shall be mailed, mailed electronically, or handed out personally to each manager of SA at least five days prior to such meeting.
4.02.04 Any general or special meeting of the managers shall require a quorum to establish sufficient authority for any issue to be decided by voting at such meeting.
4.02.04.01 Quorum shall be established by the attendance of greater than 50 percent of the Council members.
4.02.04.02 All issues shall be decided by a majority of those voting at a duly convened meeting for which a quorum has been established.
4.03 Motions: Any voting member of Council may present a motion for consideration. Motions are attributed to members of Council and must have an individual member's sponsorship to be considered. All motions from established committees must be presented in writing.
4.04 Addressing Council: The Commissioner, at his/her discretion may limit debate in one or more of the following ways: a) To a specified amount of time per member on each motion. b) To a specified amount of time without regard to individual limits.
4.05 Board meetings. Meetings of the Board may be called and convened by the Commissioner at any time and place.
4.05.01 Upon petition in writing by any one-third of the Board members, the Commissioner shall call and convene a meeting of the Board.
4.05.02 Notice of Board meetings, including the purpose of the meeting, shall be given to each Board member at least three days prior to such meeting.
4.05.02.01 In the event that all Board are present at any time and place, and choose to decide any question, the notice requirement shall be waived.
4.05.03 Quorum shall be established by the attendance of at least 50 percent plus one of the Board officers.
4.06 Committee meetings. Meetings of any committee may be called and convened by the Commissioner or by the committee chair at any time and place.
4.07 All Board and Council meetings are governed and conducted under Robert’s Rules of Order, most revised edition.

SECTION FIVE
Committees
5.01 Designation. The Commissioner shall designate all committees, select all committee chairs, and serve as a voting ex-officio member of all committees as are deemed necessary to implement the By-Laws and Rules.
5.02 Term. The term of each committee shall expire at the same time as the term of the appointing Commissioner expires.
5.02.01 The Board may dissolve any committee.
5.02.01.01 Any committee shall be dissolved when its work has been completed and its report accepted.
5.02.01.02 Any committee shall be dissolved when it has been determined that it is no longer necessary.
5.02.02 Any committee designated to plan, organize, and hold the Gay World Series in Austin shall be exempt from the term limitation.
5.02.02.01 The term of such a committee shall be determined by the Board.
5.03 Reports. The committee chair, or any other member of the committee who is familiar with committee proceedings, shall present a report to the Board describing the committee’s work, findings, and recommendations.
5.04 Authority. No action by any committee shall be binding upon or constitute an expression of the policy of SA except with the approval of a majority of all Commission members.
5.05 Removal of a Committee Member: Any member of a committee may be removed by the Board or by a majority of total Board, whenever in their judgment the best interest of the league shall be served by such removal.

SECTION SIX
Finance
6.01 Funding. SA shall generate operating funds as are necessary to implement the By- Laws and Rules.
6.01.01 Each team recognized by SA shall be assessed a registration fee in an amount determined by the Board.
6.01.01.01 The Registration Fee for each team shall be paid prior to the team’s first game of the season by a date determined by the Board.
6.01.02 Each person who is a player listed on the official roster of a team recognized by SA shall be assessed a player fee in an amount determined by the Board.
6.01.02.01 The player fee for each player on a team roster shall be paid prior playing in their first game.
6.01.03 Each person who is an associate listed on the official roster of a team recognized by SA may be assessed an associate fee in an amount determined by the Commissioner.
6.01.03.01 The Board will not be assessed player fees. In the event that a current Board member is no longer listed on the official roster of a team recognized by SA, such member may be assessed the player fee for the remaining period of such member’s current term, barred if this member has already paid a player fee for that season.
6.01.04 SA may sponsor events for the purpose of generating operating funds.
6.01.05 SA shall accept contributions.
6.02 Financial Institution.
SA shall maintain such accounts in an accredited financial institution as are necessary to implement the By-Laws and Rules.
6.02.01 The Board shall determine the particular financial institution to be utilized.
6.02.02 Operating funds shall be deposited in such account(s) in a timely manner.
6.03 Budget. As soon as possible after the annual meeting, the Board shall estimate revenue and expenses for the fiscal year and develop a budget.
6.03.01 The budget shall be approved by a majority of managers voting at any properly convened meeting.
6.04 Fiscal Year. SA’s fiscal year shall commence on January 1 of each year and end on December 31.
6.05 Disbursements. All funds disbursed by SA shall be in the form of a check prepared by the Treasurer.
6.05.01 Each check shall be signed by two officers of the Board.
6.06 Gay World Series Financing. Any team winning an SA Championship, which qualifies the team for participation in the Gay World Series shall have sole responsibility for financing the cost of travel to the Gay World Series.
6.06.01 SA shall consider providing financial assistance after evaluating SA’s financial position at the time of such contingency.

SECTION SEVEN
Dissolution
7.01 SA shall be dissolved by two-thirds of the Council members voting at any special meeting called expressly for that purpose, provided that such purpose is plainly stated in the notice of such meeting.
7.02 Upon dissolution of SA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Commissioners.

SECTION EIGHT
Amendments to By-Laws
8.01 These By-Laws may be amended by a two-thirds vote of all representatives voting at any properly convened Council meeting, as provided in the By-Laws.
8.01.01 Proposals to amend these By-Laws shall make explicit and detailed reference to any existing provision(s) which would be affected by adoption of the amendment.

SECTION NINE
Publication
9.01 Publication of the Articles of Incorporation, By-Laws, and Rules: A copy of the Articles of Incorporation, By-Laws, and Rules shall be published annually prior to the beginning of the Spring season of each year. One copy of each document shall be provided to each Council member. Additional copies shall be made available to any league member.

SECTION TEN
Rules of Play
Rules of Play are not included in the By-Laws, Playing Rules, Ethics and Operational Procedures (Rules). Changes can be made in accordance with a majority vote by the Council.

Definitions of Terms/Abbreviations
By-Laws - Refers to the governance of Softball Austin Board Refers to the Board of Commissioners (Commissioner, Assistant Commissioner, Treasurer and Secretary).
Council Managers Council – refers to the council made up of commissioners and one designated representative from each team. League refers to Softball Austin.
Proxy - Refers to a person who is filling in for the designated Council representative in their absence.
Rules - Refers to the Playing Rules, Ethics and Operational Procedures.
SA - Softball Austin.