OF
CLACKAMAS COUNTY JUNIOR BASEBALL ASSOCIATION
ARTICLE I, Names………………………………..……………………… 2
ARTICLE II, Purpose……………………………..…………………… 2 – 3
ARTICLE III, Membership…………………………..……………….…… 3
ARTICLE IV, Board of Directors………………..……………………...4 - 5
ARTICLE V, Meetings……………………………………..…………. 5 – 6
ARTICLE VI, Voting……………………………..……………………….. 6
ARTICLE VII, Records and Execution…………..……………………….. 7
ARTICLE VIII, Indemnification, Insurance and Limitation of Liability 7 - 8
ARTICLE IX, Affiliated Associations………………………………… 8 – 9
ARTICLE X, General Provisions………………………………………… 9
ARTICLE XI, Amendments……………………………………………… 10
Addendums A-I
NAMES
Section 1(a). The name of this organization shall be Clackamas County Junior Baseball Association, herein referred to as CCJBA.
Section 1(b). Junior Baseball of Oregon, a non-profit organization shall herein be referred to as JBO.
Section 1(c). Affiliated Junior baseball associations (i.e. Milwaukie Junior Baseball Association…) shall herein be referred to as Associations.
Section 1(d). The Board of Directors for Clackamas County Junior Baseball Association shall herein be referred to as the Board.
PURPOSE
Section 1(a). The Purpose of CCJBA: The Clackamas County Junior Baseball Association (CCJBA) is the parent organization of independent youth baseball associations located throughout Clackamas County, Marion County, and Washington County, Oregon. CCJBA is under the umbrella of Junior Baseball of Oregon ("JBO"). JBO is independent of any of the popular nationwide baseball organizations such as "Little League", and governs separate districts such as the CCJBA within Oregon. The J.B.O. organization generally plays by the National Federation of State High School Associations (NFHS) rules. There are several modifications at the various age group levels that impact rules governing length of base paths and the pitching distances. JBO is set up for players 9-16 years of age, with four distinct age groups, Midget, Junior, Senior and Cubs. Within each age group, there are also three distinct skill levels, National, American and Federal. Most member leagues also have their own independent "T-Ball" programs for the younger kids.
Section 1(b). The Purpose of JBO: Junior Baseball of Oregon, Inc. (JBO) is a non-profit organization formed to provide an opportunity for Oregon youth from ages 9-16 to participate in an organized baseball experience. The goal of JBO is to provide each child, regardless of skill level, an opportunity to compete in baseball against other players of somewhat equal skill and age. As such, players are divided into separate divisions based on age and skill level (see “Junior Baseball Divisions”). JBO games are played according to the rules of the National Federation of State High School Associations (NFHS) with some modifications to tailor the rules to the age and skill level of the players. For example, JBO base lengths and pitching distances are reduced from the High School level to accommodate younger players, but increase progressively with the age of the players. The intent is to provide all ages of players the opportunity to play the complete game of baseball (leading off, stealing, etc.) but to progressively increase playing distances as the age and skill of players increase.
The Junior Baseball of Oregon program revolves around local Associations creating community-based programs to meet local needs for summer baseball programs within the broader framework of JBO. The JBO organization is made up of separate Districts, and local Associations (also known as Areas). JBO is administered by elected officers, Commissioners from the JBO Districts, and At-Large Commissioner. JBO reserves the right to change their Board per their bylaws. These administrative members of JBO are responsible for the overall governance of the organization including activities such as establishing rules for player participation, league formation, game play, etc.
Section 1. There shall be no members in CCJBA. All participants in CCJBA shall consist of a volunteer Board, Association Representatives, and anyone that has an interest in growing CCJBA and JBO in accordance to the Purposes, both written and expressed.
Section 2. Association Requirements. CCJBA will require all Associations to produce written/modified bylaws (as directed by the CCJBA Board) no later than one year after the ratification of the original/any modifed CCJBA bylaws. Each Association must have a President, Vice President and Secretary at minimum on their respective board of directors. Any other board members an Association may choose to invoke is up to the voting members of their Association. Associations must hold regularly scheduled meetings. Minutes from the Association meetings must be available for audit upon the request of CCJBA. Should CCJBA request Association minutes, the Association has 31 days to provide CCJBA with the proper documentation to remain in good standing.
BOARD OF DIRECTORS
Section 1. Number. The number of members on the Board shall be determined prior to each season. The elected positions within CCJBA shall be President, Vice President, Secretary, Treasurer, District Commissioners, Members-At-Large, and Field Representatives.
Section 2. Job Descriptions. The job descriptions for each respective Board position are located in the “Addendum’s” at the end of these bylaws. Additional job descriptions of non-Board positions and responsibilities are to be kept on file with the Treasurer/Secretary.
Section 3. Elections. Elections will be held on a designated meeting prior to the beginning of each baseball season. Elections will be held via secret ballot. Each Association attending the meeting in which elections are held will be given one ballot. Results will be determined by a majority vote. In the event of a tie, the residing Board will vote (minus the position at hand). In the event the results are still tied, the President shall make the final vote.
Section 4. Terms. Each position on the Board shall be one year, except the positions of District Commissioner whose term is two years (JBO Requirements). Each position is eligible for re-election.
Section 5. Vacancies. In the event a vacancy on the Board exists, the Board shall receive nominations from Association representatives. A date and time for the elections process will be determined prior to or at the next scheduled Board meeting. Elections will be held in the manner in accordance to Article IV, Section 3 of these bylaws. The term of the filled vacancy will terminate at the end the term would have normally ended. The position will then be up for re-election.
Section 6. Resignation, Termination and Absences. Any and all resignations of Board members must be in writing. The resignation shall be submitted to all other Board members. A Board member may be terminated for unexcused absences totaling two in a fiscal year. Terminated Board members will have their respective position become vacant. A Board member may be removed for other reasons by way of a majority vote of the remaining Board members. The Board shall fill any vacancy via the procedures outlined in Article IV, Section 5 of these bylaws.
Section 7. Advisors. The Board may, by majority vote of the Board, create and appoint other boards and committees as deemed necessary. The created boards and committees shall have purposes that support and encourage the purposes of JBO and CCJBA. The created boards and committees shall have no governing role in CCJBA or JBO unless specifically mandated in the onset of their creation.
Section 8. Compensation. The Board shall receive no monetary compensation.
MEETINGS
Section 1. Meeting Types. There shall be two types of meetings: the Executive and the General. In the Executive meeting Board members shall be present. Any additional parties to any parts of Executive meetings are at the discretion of the Board. General meetings are open to anyone who has an interest in promoting the purposes and well-being of JBO and CCJBA. The General meetings are usually attended by a representative from each Association.
Section 2. Regularity. The Board shall hold General meetings about every calendar month. The regularity of General meetings will fluctuate depending on the time of the year. The Board reserves the right to hold Executive meetings.
Section 3. Notification. The Board will distribute a tentative calendar of meetings prior to the start of each season. The Board reserves the right change the meeting dates, times and locations, as they deem necessary. The Board may choose the mode of notification. These modes may include but are not limited to the telephone, United States Postal Service, and electronic means (i.e. email or the internet).
Section 4. Attendance. Attendance at the general meetings will consist of all Board members, Association representative, and all other parties with an interest in upholding the purposes of JBO and CCJBA. It is very important that each Association sends a representative to every general meeting as critical information is discussed and distributed. Any Association missing two (2) General meetings in 1 calendar year will be fined $100. The fined Association will not be allowed to participate in pre-qualification or County Tournament games until the fine is paid in full. Failure of an Association to adhere to any and all disciplinary actions may result in, but is not limited to suspension or expulsion from participation in JBO and CCJBA. Enforcement of this rule will be as deemed by majority vote of the Board.
Section 5. Quorum. A majority of the Board members must be present for a quorum to be constituted. A meeting can take place without a quorum. However, no transaction of business shall be taken without a quorum. Board members may vote in proxy. The respective Board member must have their view written or typed. The proxy vote shall not be counted unless an original signature is on the document per Article VI, Section 4.
Section 6. Meeting Order. The issues at hand shall dictate executive meetings. Board members are free to express opinions and vote on issues intended to govern any aspect of CCJBA activity as deemed necessary. The General meetings shall have, but is not limited to, the following format:
- Meeting Called to Order
- Roll Call
- Report of Secretary
- Report of Commissioners – JBO State Issues
- Treasurer’s Report
- Resolution of Outstanding Business
- General Communications
- New Business
- Questions and Answers
- Adjournment
ARTICLE VI
VOTING
Section 1. Majority Vote. All issues that are to be voted upon in an Executive or General meeting shall be decided by a majority vote. Any deviation from a majority vote must be specifically outlined in the bylaws of CCJBA. Should a vote end in an equal number of votes, the President shall cast the deciding vote.
Section 2. Executive Meeting Voting. Each member of the Board shall have one equal vote. Proxy voting shall be allowed for an Executive meeting. Any Board member choosing to vote in proxy must have their position in written or typed format. The proxy vote must be signed with an original signature. The only exception for not having an original signature is electronic correspondence that is known and understood to be the respective Board member’s identification. Should a non-Board member be present at an Executive meeting, no voting rights shall be granted.
Section 3. General Meeting Voting. Each Association shall be limited to one vote per issue/candidate. Associations must have a representative present in order to cast a vote. No proxy voting privileges shall be extended to Associations.
Section 4. Electronic Voting. Board members do not have to hold meetings to decide on issues governing CCJBA. Board members may communicate through various electronic means. This includes but is not limited to email, telephone, and cell phones. Board members may discuss issues and cast a vote via electronic means. Proxy electronic voting rules shall be in concurrence of Article VI, Section 2 of these bylaws.
Section 5. Action Without a Meeting. Any action required to be taken or which may be taken at a meeting of the Board may be taken without a meeting. Any action taken without a meeting must be made known at the next Executive meeting.
RECORDS AND EXECUTION
Section 1. Possession of Records. CCJBA shall maintain adequate and correct records to account for all business transactions. The Treasurer shall maintain and keep in their possession all receipts, correspondence and any other materials to assure accuracy of the records. Records must be made available to Board members, if requested, at the next Executive meeting. Archive files of past CCJBA proceedings shall be kept by the Secretary and made available at the next Executive Meeting if requested.
Section 2. Signature Authorization. Authorization to sign any documentation on behalf of CCJBA must be granted with expressed written consent by the Board.
Section 3. Loans. CCJBA shall offer no personal loans of funds to any Association or Board member. CCJBA may grant a loan to a Board member or any one that the Board votes in favor of. The purpose of the loan shall be for the business and governing of CCJBA only. All funds must be accounted for to the Treasurer within 60 days of the distribution of funds. The Board reserves the right to request accountability within 30 days.
Section 4. Fiscal Year. The fiscal year of CCJBA shall be January 1 to December 31.
INDEMNIFICATION, INSURANCE AND LIMITATION OF LIABILITY
Section 1. Coverage. All CCJBA Board members are covered under the JBO bylaws. Article VIII, Sections 2, 3, 4, and 5 are taken from the JBO bylaws Articles 8.1, 8.3, 8.6, and 8.7:
Section 2. Indemnification. The corporation shall indemnify to the fullest extent not prohibited by any law and Indemnified Person (hereafter defined) who was or is a party or is threatened to be made a party to any Proceeding (as hereafter defined) against all expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonable incurred by the Indemnified Person in connection with such Proceeding.
Section 3. Definitions. A) The term “Indemnified Person” shall mean any person who is or was (i) a Commissioner, Advisor, officer, member of a committee, employee, Board member, or to the extent authorized by the Board in the specific case, an agent of the corporation, or (ii) a fiduciary within the meaning of the employee Retirement Income Security Act of 1974 with respect to any employee benefit plan of the corporation, whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification or advancement of expenses can be provided under this Article.
B) The term “Proceeding” shall include any threatened, pending or completed action, suit or proceeding, whether brought in the right of the corporation or otherwise and whether of a civil, criminal, administrative or investigative nature, in which an Indemnified Person may be or may have been involved as a party or otherwise by reason of the fact that the person is an in Indemnified Person.
Section 4. Limitation of Liability. The civil liability of commissioners, advisors, committee members, officers, employees and agents of the corporation shall be limited to the fullest extent permitted under the Oregon Nonprofit Corporation Act.
Section 5. Insurance. The corporation shall be authorized to purchase and maintain in effect a policy or policies of insurance covering any liability of Commissioners, advisors, officers, committee members, employees and agents of the corporation, regardless of whether the corporation would have the power to indemnify such persons against the liability so insured.
Section 1. Requirements. An Association must meet the following requirements in order to participate in CCJBA. Failure to do so shall result in disciplinary action per Article X, Sections 2.
- Bylaws on file with CCJBA. CCJBA will allow each Association one year from the ratification of these bylaws to surrender their respective bylaws to CCJBA.
- Bookkeeping as outlined in Article IX, Section 3.
- Representation at each scheduled General meeting. The Board reserves the right to administer disciplinary action to any Association not attending regularly.
- Liability Insurance naming JBO as the beneficiary of the policy for the players participating in the Association.
Section 2. Association Bylaws. Association bylaws must include the following aspects in order to be considered valid by the Board.
- Coaching expectations and qualifications. In the event that CCJBA requires coaching certification, the Association must keep a copy of said certification. Should CCJBA request verification of coaching certification the Association has 15 days to provide a copy of the certification. Failure to provide certification may result in penalties as determined by the CCJBA Board.
- Frequency of Association meetings. CCJBA requires that each Association Board of Directors meet at least 6 times per calendar year.
- Player evaluation procedures. Procedures for player evaluation are to be outlined and followed.
- Association Board of Directors must include but are not limited to the positions of President, Vice President and Secretary/Treasurer. An Area Head is to be named by the Association. The Area Head may be one of the aforementioned Board of Directors.
Section 3. Bookkeeping. An Association shall maintain accurate records to account for all business. The Board of Directors or a designated member shall maintain and keep in their possession all receipts, correspondence and any other materials to assure accuracy of the records. Records must be made available to Board members, if requested, within 30 days of the date of the written request.
Section 1. Authority of CCJBA. The relationship between CCJBA and each Association shall be such that the Association falls under the jurisdiction of the rules and interpretation of the rules of CCJBA and JBO. CCJBA reserves the right to discipline any Association that willfully or inadvertently acts in a manner that is against any expressed or written rules or bylaws of CCJBA or JBO. An Association that is to be disciplined may appeal the action as outlined by Article X, Section 2 of these bylaws.
Section 2. Disciplinary Action and Appeal Process not contrary to the Code of Conduct. The Board reserves the right to administer discipline to any Association, Coach, player, parent or anyone that has in interest in Junior Baseball within the JBO and CCJBA District. Disciplinary action may include but is not limited to monetary penalties, suspension and expulsion from CCJBA participation of the party in question. Actions subject to disciplinary action include but are not limited to suspension of players, coaches and parents and ejection of players, coaches and parents. Should the Board deem disciplinary action is necessary, they shall notify the party of the action via written communication such as but not limited to a letter sent via US Postal Service or email. The party subject to disciplinary action has 14 days from the date of the disciplinary action notification to request a hearing in writing (email or letter delivered by US Postal Service) with the Board. The Board will schedule and notify the party of when the hearing is to take place within 30 days. Should the party not be able to attend the hearing, a written request (email or letter sent via US Postal Service) to reschedule must be received by the Board no later than 7 days prior to the scheduled hearing. Failure of the party subject to disciplinary action to either request a hearing, request a different hearing date or attend a scheduled hearing will result in the party forfeiting their right to be heard by CCJBA or JBO. Should the party subject to disciplinary action choose to appeal a decision by the Board after a hearing has taken place, they shall have the right to contact JBO.
Section 1. Amendments. Any addition, subtraction, or amendment to these bylaws must be voted on and in favor of by a minimum two-thirds vote of the total Board. All additions, subtractions and amendments must be presented to all Association representatives present at the next scheduled General meeting.
Section 2. Review. The Board shall review these bylaws at least once every three years. Amendments shall proceed as outlined in Article XI, Section 1 of these bylaws.
BOARD JOB DESCRIPTIONS
The following addendums are the job descriptions of the office of President, Vice President, Secretary, Treasurer, Commissioner, Member-At-Large, Field Representatives, Umpire Coordinator and a Record of Bylaw Amendments.
PRESIDENT
Position Responsibilities
· Responsible to chair all Executive, General and special meetings.
· Responsible to approve all correspondence to board members, associations presidents, area heads, coaches, or parents.
· This is a position with voting rights on all board issues.
· Requires the approval of a budget for the current season.
· Responsible to co-sign all checks.
· Responsible to assure insurance coverage (for board members).
· Responsible to hold elections annually.
· Responsible to represent CCJBA at one of the county tournament sites.
President’s term is effective from November to November the following year.
President position requires majority vote from all area heads.
Position Responsibilities
· Responsible to facilitate meetings and attends to all board matters in the absence of the president.
· This is a position with voting rights on all board issues.
· Requires attendance of all regularly scheduled meetings.
· Responsible to represent CCJBA at one of the county tournament sites.
Vice-president’s term is effective from November to November the following year.
Vice-president may be appointed by the President, or elected during the election period with a majority vote of all area heads.
SECRETARY
Position Responsibilities
· Responsible to record and mail out minutes of all meetings to board members, area heads and presidents of all associations.
· This is a position with voting rights on all board issues.
· Requires attendance of all regularly scheduled meetings.
· Responsible to represent CCJBA at one of the county tournament sites.
· Provide annual calendar of events with monthly due dates.
· Responsible to provide an agenda at all meetings.
· Responsible to record and maintain all electronic files and paper documents.
Secretary’s term is effective from November to November the following year.
Secretary may be appointed by the President, or elected during the election period with a majority vote of all area heads.
TREASURER
Position Responsibilities
· This is a position with voting rights on all board issues.
· Requires the submittal of a budget for the current season.
· Requires attendance of all regularly scheduled meetings.
· Responsible to record all expenses and incomes.
· Responsible to pay all bills approved in budgets, or by the President.
· Responsible to provide donation receipts to board members for seeking donations.
· Responsible to provide account status at board meetings.
· Responsible to co-sign all checks for CCJBA.
· Responsible to have the books audited at least once per year.
· Responsible to represent CCJBA at one of the county tournament sites.
Treasurer’s term is effective from November to November the following year.
Treasurer may be appointed by the President, or elected during the election period with a majority vote of all area heads.
Position Responsibilities
· This is a position with voting rights on all issues put forth by the president of CCJBA.
· This position is a two-year minimum term (to meet State requirements).
· Requires attendance of all regularly scheduled CCJBA (County) meetings.
· Requires attendance of all regularly scheduled JBO (State) meetings.
· Responsible to represent JBO at all Clackamas County Junior Baseball meetings:
· Reports all State activities to the County board.
· Reports all State rule changes to the County board.
· Responsible to approve and sign State applications for all areas and submit to JBO.
· Responsible to approve and sign all team rosters and submit to JBO.
· Responsible to approve (or disapprove) all waivers submitted by area heads and submit to JBO..
· Responsible to reside as liaison between area heads and the CCJBA board with any State issues.
· Responsible to accept all umpire ejections (coaches or players) and present them to the CCJBA board, and the JBO board.
District Commissioner’s term is effective for two years from November to November of the second year.
District Commissioner will be elected during the election period with a majority vote of all area heads.
Position Responsibilities
· This is a position with voting rights on all Board issues.
· Requires attendance of all regularly scheduled meetings.
· Responsible to lead special projects as assigned by the President.
· Responsible to provide information to enhance CCJBA programs.
· Responsible to represent CCJBA at the county tournament sites.
Member-at-Large’s term is effective from November to November the following year.
Member-at-Large may be appointed by the President, or elected during the election period with a majority vote of all area heads.
Position Responsibilities
· This is a position with voting rights on all board issues.
· Requires attendance of all regularly scheduled board meetings.
· Responsible to monitor field activities at games (umpires, coaches, players, and fans) as assigned by the President.
· Responsible to provide suggestions and information to enhance CCJBA programs.
· Responsible to represent CCJBA at one of the County Tournament sites.
· North representative is accountable to cover games/issues north of (including) Canby.
· South representative is accountable to cover games/issues south of (excluding) Canby.
Field Representative’s term is effective from November to November the following year. Field Representative is elected during the election period with a majority vote of all Area Heads.
Baseball Umpire Coordinator
Position Responsibilities
***This is a Non-voting position***
· Recommend County umpire training to be approved by the Board
· Provide information to the Communications Manager to recruit umpires
· Arrange meeting sites for umpire training
· Coordinate County Board representation at each of the Umpire clinics
· Assure County and State and high school rule books are available for the clinics
· Procure an Umpire in Chief to teach the clinic
· Provide a budget to the County Board for approval
· Provide a list of all umpires that have passed the course and become certified to the individual areas
· Develop a communication network for the umpires after the season has begun, such as meetings, e-mails, phone calls, or newsletter, on a monthly basis
· Recommend a standard fee to be paid to umpires at different levels to Board for approval
· Assure that the State and County rule books are taught at the Clinics
· Assure that training is provided for umpires to work in two person crews prior to County tournaments
· Recommend an all-star list of umpires for the County tournament
· Submit a list of all-star umpires for the State tournament
· Attends Board meetings as required by the President
· Support and mentor umpires throughout the season
· Observe games as appropriate
· CCJBA liaison to Association umpire coordinators
Date: Amendment Description: Board Members in Favor: Initials: