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BYLAWS OF
SOUTH FLORIDA ASA, INC.
As revised by a two-thirds (2/3)
vote of the Board of Directors on 01/18/2006.
ARTICLE I
GENERAL PROVISIONS
Section 1.01 – Name: The
name of the association shall be SOUTH FLORIDA ASA, INC., and may be
referred to as SOUTH FLORIDA ASA, or SFASA. SFASA shall be incorporated
as a non-profit corporation under the laws of the State of Florida.
SFASA shall operate in strict accordance with all of the rules and
regulations of the AMATEUR SOFTBALL ASSOCIATION OF AMERICA (also known
as the ASA or USA SOFTBALL), the National Governing Body of amateur
softball in the United States. Should any provision of these Bylaws be
in conflict to any portion of the ASA CODE (as adopted January 27, 1977,
and as amended from time to time), or not addressed in these Bylaws,
then the ASA CODE shall take precedence.
Section 1.02 – Purpose:
The purpose and objectives of SFASA include, but are not limited to, the
following:
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To promote the sport of
amateur softball in SFASA for adults, regardless of race, color, age,
religion, sex, sexual orientation, or national origin, and to
establish an atmosphere of fair competition by thoughtful organization
and administration of tournaments;
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To educate and coordinate a
SFASA wide network of personnel to assist in all phases of the
operations of SFASA, and to conduct meetings to assist in the training
of those personnel;
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To provide for and ensure the
safety of all adult participants, managers and/or coaches, umpires,
and spectators by promoting good sportsmanship on all levels, and by
establishing safety guidelines to be used at all SFASA sanctioned
tournaments;
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To promote and ensure the
proper administration of annual SFASA Championship Play tournaments
for the adult fast, modified, and/or slow pitch game; and
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To educate and train managers
and/or coaches and players on proper skills of softball play and rules
through promoting, organizing, and conducting clinics, seminars, and
training courses.
Section 1.03 – Jurisdiction:
SFASA is an affiliated association of the ASA, and accordingly, has been
granted authority over the Florida counties of Broward, Martin,
Miami-Dade, Monroe, Palm Beach, and St. Lucie. SOUTH FLORIDA YOUTH ASA,
INC. (hereinafter referred to as SFYASA) is an affiliated entity of
SFASA and whose purpose is that of the operations of the ASA youth
activities within the SFASA jurisdiction.
Section 1.04 – Dissolution of
Assets: Dissolution of assets in final liquidation of SFASA will be
in accordance with SFASA’s Articles of Incorporation.
ARTICLE II
MEMBERSHIP
Section 2.01 – Members:
SFASA shall have no members. Any action that would otherwise require
approval by a majority of all members shall only require approval of the
Board of Directors (“BOARD”). All rights that would otherwise vest in
the members shall vest in the BOARD.
Section 2.02 – Associates:
Nothing contained in Section 2.01 of these Bylaws shall be construed to
limit the right of SFASA to refer to persons associated with SFASA as
“members” even though these persons are not SFASA members and no such
reference in or outside of these Bylaws shall constitute anyone being a
member.
ARTICLE III
BOARD OF DIRECTORS
Section 3.01 – Board of
Directors: The BOARD shall be
selected regardless of race, color, creed, religion, sex, sexual
orientation, or national origin. The BOARD shall consist of the
President, Class 1 Directors and Class 2 Directors. Each BOARD member
shall have one (1) vote.
Section 3.02 – Powers:
Subject to limitations of the Articles of Incorporation and these
Bylaws, all the activities and affairs of SFASA shall be exercised by or
under the direction of the BOARD. Without prejudice to these general
powers, but subject to the same limitations, it is hereby expressly
declared that the BOARD shall have the following powers in addition to
the other powers enumerated in these Bylaws:
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To select and remove all the
officers, agents and employees of SFASA, prescribe duties for them as
may not be inconsistent with law, with the Articles of Incorporation,
or with these Bylaws, fix the terms of their offices and their
compensation, and in their discretion require from them security for
faithful service;
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To make disbursements from the
funds and properties of SFASA as are required to fulfill the purposes
of SFASA as more fully set out in the Articles of Incorporation and
generally to conduct, manage, and control the activities and affairs
of SFASA and to make rules and regulations not inconsistent with law,
with the Articles of Incorporation, or with these Bylaws, as they may
deem best;
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To adopt, make, and use a
corporate seal and to alter the form of the seal from time to time as
they may deem best;
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To borrow money and incur
indebtedness for the purposes of SFASA and to execute and deliver, in
SFASA’s name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecations, or other evidences of debt and
securities; and
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To the extent permitted by the
exempt status of SFASA, to carry on a business at a profit and apply
any profit that results from the business activity to any activity in
which it may legally engage.
Section 3.03 – Number of
Directors: The minimum number of Directors for the State of Florida
filing requirements will be three (3) directors, those being the
President, Commissioner, and Deputy Commissioner. The maximum number of
Directors is as established by these Bylaws.
Section 3.04 – Classes of
Directors: In addition to the President, the BOARD shall consist of
two (2) classes of Directors, these being the following:
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Class 1 Directors –
Commissioner’s staff consisting of the Commissioner, Deputy
Commissioner, Junior Olympic (JO) Commissioner, Umpire-in-Chief (UIC),
Player Representative, and At-Large Player Representative(s) (if
applicable), all of whom are appointed by the Commissioner in
accordance with the ASA CODE; and
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Class 2 Directors – Those
Directors elected to the BOARD on an annual basis during the Annual
Meeting of the Board of Directors of SFASA.
A Class 2 Director must reside
in any county under the jurisdiction of SFASA. The maximum number of
Class 2 Directors will always be equal to the number of Class 1
Directors, plus one (1) additional Director.
Section 3.05 – Selection and
Tenure of Office of Initial Directors: Class 2 Directors shall be
elected during the Annul Meeting of the Board of Directors by a majority
vote of the Class 1 Directors, and shall serve until the conclusion of
the next Annual Meeting. If any Annual Meeting is not held or the
Directors are not elected at that meeting, the Directors may be elected
at any Special Meeting of the Board of Directors held for that purpose.
Section 3.06 –
Qualifications: Each Director must believe without reservations in
the purpose of SFASA. No person who is an appointed individual and/or
officer with an ASA identified competing softball association or
organization is eligible to be a member of the BOARD. The Commissioner
shall make the final determination as to an ASA identified competing
softball association.
Section 3.07 – Vacancies:
Any Director may resign effective upon giving written notice to the
President, Commissioner, or Secretary of the BOARD.
Vacancies in the BOARD shall be
filled in the same manner as the Director or Directors whose office is
vacant was selected, provided that vacancies to be filled by election by
Directors may be filled by a majority of the remaining Directors,
although less than a quorum, or by a sole remaining Director at a
Special Meeting of the BOARD. Each Director so elected shall hold
office until the expiration of the term of the replaced Director.
A vacancy or vacancies in the
BOARD shall be deemed to exist in case of the death, resignation, or
removal of any Director, or if the authorized number of Directors is
increased. The BOARD may declare vacant the office of a Director who
has been declared of unsound mind by a final order of court or convicted
of a felony.
No reduction of the authorized
number of Directors shall have the effect of removing any Director prior
to the expiration of the Director’s term of office.
Section 3.08 – Removal of
Director: A Class 2 Director may be removed from office if any of
the following has been found to occur:
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The Director misses three (3)
or more consecutive BOARD meetings without cause;
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The Director becomes
physically incapacitated or his or her inability to serve is
established in the minds of a majority of the BOARD;
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A conflict of interest is
found to exist between the Director and SFASA;
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The Director is found to have
engaged in activities that are directly contrary to the interests of
SFASA; or
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The Director is found to have
engaged in the misrepresentation of SFASA and its policies to outside
third parties, either willfully, or on a repeated basis.
Before any removal occurs, the
Director will be advised of the allegation(s) and the basis for the
allegation(s), and will be given an opportunity to present to the BOARD
any contrary evidence, or explanation he or she may have. Removal must
be by two-thirds (2/3) vote of the remaining Directors.
Section 3.09 – Place of
Meeting: Notwithstanding anything to the contrary provided in these
Bylaws, any meeting (whether Annual, Special, or Adjourned) of the BOARD
may be held at any place within or without the SFASA area that has been
designated for that purpose by resolution of the BOARD, or by written
consent of all the members of the BOARD.
Section 3.10 – Annual BOARD
Meeting:
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The Annual BOARD Meeting will
be held during the last fifteen (15) days of the month of January.
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The BOARD will be notified by
first class mail and/or electronic communication as to the location
and date of the Annual BOARD Meeting no later than ten (10) days prior
to the date of the annual meeting.
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A quorum of the Annual BOARD
Meeting will be the Commissioner (or member from the Commissioner’s
staff) and three (3) members of the BOARD as of the date of
notification of the Annual BOARD Meeting.
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The Annual BOARD Meeting shall
be for the purposes of: (1) election of Directors; (2) election of
Officers; (3) reviewing reports of any standing or adhoc committee(s);
(4) the adoption of the budget; and (5) any other business that comes
before the BOARD.
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A majority vote of the BOARD
present at the Annual BOARD Meeting is needed to pass any vote taken.
Section 3.11 – Special BOARD
Meeting:
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A Special BOARD Meeting may be
called at any time by order of the President, Commissioner, or of
three (3) or more of the Directors upon written notification to the
Secretary of SFASA via certified mail.
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The BOARD will be notified by
first class mail and/or electronic communication no later than five
(5) days prior to the meeting as to the location and date of the
Special BOARD Meeting within two (2) days of receipt of the
notification for a Special BOARD Meeting.
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A quorum of the BOARD at the
Special BOARD Meeting will be the Commissioner (or member from the
Commissioner’s staff) and three (3) members of the BOARD as of the
date of notification of the Special BOARD Meeting.
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The Special BOARD Meeting
shall be only for the purpose for which the Special BOARD Meeting is
called.
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A majority vote of the BOARD
present at the Special BOARD Meeting is needed to pass any vote taken.
Section 3.12 – Action Without
Meeting: Any action(s) required or permitted to be taken by the
BOARD may be taken without a meeting if a majority of the members of the
BOARD individually or collectively (and must include a response from the
Commissioner, or member of the Commissioner’s staff) consent in writing
(whether first class mail and/or electronic communication) to the
action. The consent or consents shall be filed with the minutes of
proceedings of the BOARD.
Section 3.13 – Official BOARD
Committees: Committees of the BOARD may be appointed by resolution
passed by a majority of the BOARD. Committees shall be composed of two
(2) or more members of the BOARD, and shall have the powers of the BOARD
as may be expressly delegated to it by resolution of the BOARD, except
with respect to:
a.
The approval of any action which requires
the entire BOARD;
b.
The filling of vacancies on the BOARD or
on any committee;
c.
The fixing of compensation of the
Directors for serving on the BOARD or on any committee;
d.
The amendment or repeal of Bylaws or the
adoption of new Bylaws;
e.
The amendment or repeal of any resolution
of the BOARD which by its express terms is not so amendable or
repealable;
f.
The appointment of other committees of
the BOARD or the members thereof; or
g.
The expenditure of SFASA funds to support
a nominee for Director after there are more people nominated for
Director than can be elected.
Section 3.14 – Fees and
Compensation: Directors (as such) shall not receive compensation for
their services as Directors. Class 1 Directors may receive compensation
for personal services actually rendered in accordance with the ASA CODE
and pursuant to resolution passed by a majority vote of all classes of
Directors at an Annual or Special Meeting of the BOARD.
ARTICLE IV
OFFICERS
Section 4.01 – Officers:
The officers of SFASA shall be the President, Secretary, and Treasurer.
Section 4.02 – Election:
The President and Secretary shall be chosen annually by, and shall serve
at the pleasure of the BOARD, subject to the rights, if any, of an
officer under any contract of employment. Each officer shall hold his
or her office until he or she resigns, is removed, or becomes otherwise
disqualified to serve, or until his or her successor is elected.
Section 4.03 – Subordinate
Officers: The BOARD may appoint, and may empower the President to
appoint, other officers as the business of SFASA may require, each of
whom shall hold office for the period, have the authority, and perform
those duties as are provided in the Bylaws or as the BOARD may from time
to time determine.
Section 4.04 – Removal and
Resignation: Any BOARD elected and/or appointed officer may be
removed, either with or without cause, by a majority vote of the BOARD,
at any Annual or Special Meeting of the BOARD. Any subordinate officer,
if appointed by the President, may be removed, either with or without
cause, by the President.
Any officer may resign at any
time, without prejudice to the rights, if any, of SFASA under any
contract to which the officer is a party, by giving written notice to
the BOARD, or to the President, or to the Secretary, of SFASA. Any
resignation shall take effect at the date of the receipt of the notice.
Section 4.05 – Vacancies:
A vacancy in any office because of death, resignation, removal, or any
other cause shall be filled in the manner prescribed in the Bylaws for
regular election or appointment to that office, provided that the
vacancies shall be filled as they occur and not on an annual basis.
Section 4.06 – Inability to
Act: In the case of absence or inability to act of any officer of
SFASA and of any person authorized by these Bylaws to act in his or her
place, the BOARD may from time to time delegate the powers or duties of
the officer to any other officer, or any Director or other person whom
the BOARD may select.
Section 4.07 – President:
Subject to that supervisory powers, if any, as may be given by the
BOARD, the President shall: (i) preside at all sessions of the BOARD;
(ii) direct the policies of SFASA as established by the BOARD; (iii)
appoint all committees unless otherwise specified herein; (iv) create ad
hoc committees necessary to meet the needs of SFASA; (v) serve as ex
officio member of all committees; (vi) coordinate with the Commissioner
and BOARD the negotiations and execution of all contracts and agreements
on behalf of SFASA; (vii) coordinate with the Commissioner the agenda
for all meetings of the BOARD; (viii) coordinate with the Commissioner a
mail, fax, or telephonic vote of the BOARD when necessary; and (ix)
perform such duties as may be necessary for the proper and efficient
conduct of SFASA.
Section 4.08 – Secretary:
The Secretary shall keep, or cause to be kept, a book of minutes at the
office of SFASA, of all meetings of the BOARD and its committees, with
the time and place of holding, whether Annual or Special, how
authorized, the notice of the meeting given, the names of those present
at the BOARD and committee meetings, and the proceedings of the
meetings. The Secretary shall keep, or cause to be kept, at the office
of SFASA, the original Articles of Incorporation and Bylaws, as amended
to date.
The Secretary shall give, or
cause to be given, notice of all meetings of the BOARD and any
committees of the BOARD required by these Bylaws or by law to be given,
shall keep the seal of SFASA (if any) in safe custody, and shall have
other powers and perform other duties as prescribed by the BOARD.
Section 4.09 – Treasurer:
The Treasurer shall be the Commissioner, and shall be ex-officio a
member of all committees. The Treasurer shall be the Chief Financial
Officer of SFASA and shall keep and maintain, or cause to be kept and
maintained, adequate and correct accounts of the properties and business
transactions of SFASA. The books of account shall be at all times open
to inspection by any Director.
The Treasurer shall maintain the
books of account using the cash method of accounting. The accounting
period shall be the calendar year. Any other financial reporting will
be in accordance with the ASA, State of Florida, and the Internal
Revenue Service.
The Treasurer shall make an
annual report to the BOARD at each year’s Annual Board Meeting.
The Treasurer shall deposit all
monies and other valuables in the name and to the credit of SFASA with a
bank designated by the BOARD. The Treasurer shall disburse the funds of
SFASA as may be ordered by the BOARD, shall render to the President and
the Directors, whenever they request it, an account of all of his or her
transactions and of the financial condition of SFASA, and shall have
other powers and perform other duties as may be prescribed by the BOARD.
Only the Treasurer and two (2)
other Class 1 Directors shall have signature authority over any and all
business accounts.
Section 4.11 – Salaries:
The BOARD shall fix the salary of the Officers from time to time, and no
Officer shall be prevented from receiving this salary because the
Officer is also a Director of SFASA.
ARTICLE V
FINANCES
Section 5.01 – Registration
Fees: The BOARD will determine all registration fees and other fees
during its Annual BOARD Meeting. Once determined, all fees will be
posted on the SFASA website. All fees are for the calendar year. There
will be no prorating of fees.
Section 5.02 – Representation
at ASA State/Regional (Non-National Council) Meetings: In accordance
with their duties and as noted in the ASA CODE, reimbursement will be
made to the Commissioner, Deputy Commissioner, JO Commissioner, UIC,
Player Representative, At-Large Player Representative (if applicable),
along with the President of SFASA (Regional Meeting only), for
attendance at such meetings, upon submission of an expense report and
the availability of funds, and subject to travel reimbursement
limitations. Travel reimbursement limitations are as follows:
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Reimbursement for hotel will
be the hotel room rate plus taxes or the rate as established by the
Internal Revenue Service per diem schedule, whichever is less.
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Hotel nights to be reimbursed
will be limited to the first night of the meeting if the meeting
starts at 1:00 pm or later in the afternoon, or the previous night if
the meeting starts prior to 1:00 pm in the afternoon, and every night
thereafter if the meeting adjourns after 5:00 pm in the afternoon, or
at the discretion of the Treasurer. Thereafter, no reimbursement will
be made.
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Reimbursement for airfare will
be limited to the lesser of a restricted coach ticket purchased at
least fourteen (14) days in advance or the mileage for a round trip by
automobile at the mileage rate as established by the Internal Revenue
Service.
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Meal per diem is fifteen
dollars ($15.00) per day, unless meals are provided for by the
Commissioner (or proxy).
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The Treasurer may restrict
reimbursement at a level less than those indicated above, and will
provide at least twenty (20) days notice in advance to those
individuals affected.
Section 5.03 – Representation
at National Council Meeting: In accordance with their duties and as
noted in the ASA CODE, reimbursement will be made to the Commissioner,
Deputy Commissioner, JO Commissioner, UIC, Player Representative, along
with the President of SFASA, for attendance at such meetings, upon
submission of an expense report and the availability of funds, and
subject to travel reimbursement limitations. Travel reimbursement
limitations are as follows:
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Reimbursement for hotel will
be the hotel room rate plus taxes or the rate as established by the
Internal Revenue Service per diem schedule, whichever is less.
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Hotel nights to be reimbursed
will be limited to the first night of the meeting if the meeting
starts at or after 5:00 pm in the afternoon, or the previous night if
the meeting starts prior to 5:00 pm in the afternoon, and every night
thereafter and including the night until that individual no longer has
a voting right at any meeting. Thereafter, no reimbursement will be
made.
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Reimbursement for airfare will
be limited to the lesser of a restricted coach ticket purchased at
least fourteen (14) days in advance or the mileage for a round trip by
automobile at the mileage rate as established by the Internal Revenue
Service.
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Meal per diem is fifteen
dollars ($15.00) per day, unless meals are provided for by the
Commissioner (or proxy).
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The Treasurer may restrict
reimbursement at a level less than those indicated above, and will
provide at least twenty (20) days notice in advance to those
individuals affected.
Section 5.04 – Other
Expenses: In accordance with their duties and as noted in the ASA
CODE, reimbursement will be made to the Commissioner, Deputy
Commissioner, JO Commissioner, UIC, Player Representative, and At-Large
Player Representative (if applicable) for expenses incurred related to
the position of the individual, upon submission of an expense report,
availability of funds, and approval by the Treasurer.
ARTICLE VI
TOURNAMENTS
Section 6.01 – Sanctioned
Tournaments: SFASA will conduct sanctioned ASA tournaments, when
feasible. Organizations, individuals, or governmental entities if
sanctioned by the SFASA Commissioner and after paying the appropriate
SFASA sanctioning fee, may sponsor the tournaments. Tournaments that
fall into this category, but not limited to, are as follows:
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Those identified within the
ASA CODE for Championship Play.
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ASA Special Events.
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ISF Events.
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Non-Championship Play.
Section 6.02 – SFASA Local
Championship Play Tournament:
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Any team that is registered
with SFASA by the registration deadline, as determined from year to
year, is eligible to participate in the SFASA Local Championship Play
Tournament.
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If the SFASA Local
Championship Tournament is conducted prior to any other ASA qualifying
tournaments, then only those teams that participate in the SFASA Local
Championship Tournament will be allowed to advance to the next level
(State Championship, Regional Championship, National Qualifier, Area
Qualifier, etc.) of Championship Play, unless the team already has a
berth as noted below, or unless allowed a direct berth into the ASA
National Championship Finals Tournament per the ASA CODE.
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All SFASA Local Championship
Tournaments must be completed on or by the second (2nd)
Sunday in the month of August.
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If a SFASA registered team has
already secured a berth into the current year’s ASA National
Championship Finals Tournament by way of where the team placed in the
previous year’s ASA National Championship Finals Tournament, that team
will be allowed to participate in the SFASA Local Championship Play
Tournament without forfeiting its berth.
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If the team that wins the
SFASA Local Championship Play Tournament had already secured a berth
into the current year’s ASA National Championship Finals Tournament,
then the next placed team(s) (depending upon how many berths are
available) will be provided with the berth into the current year’s ASA
National Championship Finals Tournament.
Section 6.03 – Time Limit
Rule: If a time limit is established for any SFASA Local
Championship Play tournament, it shall be no less than:
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Fast/Modified Pitch – no
inning shall start after 1 hour 30 minutes;
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Slow Pitch – no inning shall
start after 1 hour 15 minutes.
The home plate umpire shall
maintain the time. The time shall start at the conclusion of the
pre-game meeting at home plate with the umpires and team managers. The
home plate umpire is not required to announce the amount of time
remaining during the game. If the game is tied after the time limit has
expired, the tiebreaker shall be in effect at the start of the next
inning.
The time limit, if established,
will not apply to the championship and IF games of an elimination
bracket tournament.
Section 6.04 – SFASA
Championship Play Tournament Bids: Bids for SFASA Championship Play
tournaments will be submitted to the Commissioner in accordance with the
bid form directions.
Section 6.05 – Tournament
Insurance: All SFASA sanctioned tournaments must be properly insured
by the ASA’s recognized insurance company, must include at minimum
liability insurance, is the responsibility of the tournament host
organization, and must list SFASA as additional insured. In situations
where organizations are self-insured, tournament insurance will still be
required.
Section 6.06 – ASA
Representative: An ASA tournament representative shall be assigned
by the Commissioner to be on-site during the entire Championship Play
tournament. The tournament representative will be included in all
meetings/ceremonies during the course of the tournament. The tournament
host organization will supply the representative with the following:
lodging if the event is held in a county other than the county of
residents of the representative, and a per diem rate established by the
bid form.
Section 6.07 – Tournament UIC:
A tournament UIC will be assigned by the UIC to be on-site during the
entire Championship Play tournament. The tournament UIC will be
included in all meetings/ceremonies during the course of the
tournament. The tournament host organization will supply the UIC with
the following: lodging if the event is held in a county other than the
county of residents of the UIC, and a per diem rate established by the
bid form.
Section 6.08 – Sanctioning
Fees: All sanctioning fees for Championship Play and
Non-Championship Play tournaments will be established by the SFASA.
Section 6.09 – Tournament
Report: Upon completion of a Championship Play or Non-Championship
Play tournament, the tournament host organization must submit to the
Commissioner no later than ten (10) days following the completion of the
tournament, on a form to be provided by SFASA, a final tournament report
to include the following:
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A complete copy of the
tournament brackets showing final standings of all participating
teams.
-
All monies due SFASA.
In cases where the ASA requires
a completed report, a copy of that report will be acceptable.
Section 6.10 – Umpires:
Only registered ASA umpires, in good standing with SFASA or any other
affiliated ASA Association, may be assigned to a SFASA sanctioned
tournaments. Such tournaments shall include, but not limited to, all
SFASA Championship/Non-Championship Play and Regional Championship
Play. The host organization will supply the Umpires with the following:
lodging if the event is held in a county other than the county of
residents of the umpire, and per game fee established by the SFASA
Championship Play Tournament committee.
ARTICLE VII
ELIGIBILITY
For Championship Play, the
eligibility requirements will be of that of the ASA CODE, except as
modified below. It will be the responsibility of the team manager/coach
and/or players to understand the eligibility requirements of the ASA
CODE.
Section 7.01 – Roster: A
completed roster, including roster changes, must be presented to the
Commissioner (or individual(s) delegated by the Commissioner) for
approval no later than seven (7) calendar days prior to the start of
Championship Play. For rosters submitted within the seven (7) calendar
days prior to the start of Championship Play, an additional fee will be
assessed and paid in cash or money order prior to approval of the
roster.
Section 7.02 – Roster Change
Date: SFASA roster change date is no later than two (2) weeks prior
to the start of the National Championship Finals Tournament for that
calendar year.
ARTICLE VIII
DISQUALIFICATIONS
SFASA will follow the
disqualification provisions of the ASA CODE for both Championship and
Non-Championship Play. Non-Championship Play shall also include local
league play. Any team, team member, manager or team official
disqualified by the ASA and/or SFASA shall have said disqualification
posted on the SFASA website.
ARTICLE IX
VOTING RIGHTS, PROXIES,
VOTING PROCEDURES
Section 9.01 – Voting Rights:
Each Director has only one (1) voting right.
Section 9.02 – Proxies:
No proxies will be allowed for any right to vote during any type of
meeting of SFASA.
Section 9.03 – Annual BOARD
Meeting: During the Annual BOARD Meeting, a ballot will be used only
when voting for the President and Secretary of SFASA. The candidate for
each office receiving the most votes will be named to that office. In
the event of a tie, the next round of voting will only be for those that
tied. Voting will continue until there is a winner. The order of
elections will be President, then Secretary.
Section 9.04 – All Other
Voting Matters: All other voting matters required for any type of
meeting of SFASA will first be by voice vote of “Yea”, then “Nay”, and
if not clearly determinable, then only by a show of “Yea” hands. Only
one round of voting will take place. If there is a tie, then the voting
matter will not pass.
ARTICLE X
AMENDMENTS
Section 10.01 – Amendments:
Amendments to these bylaws must be approved by a sixty percent (60%)
affirmative vote of those in attendance and entitled to vote provided
that notice is given using first class mail or electronic communications
of any proposed amendment is submitted to each BOARD Member that meets
the notice requirements of said meeting. An amendment approved by the
BOARD shall be effective immediately upon approval. Amendments to these
bylaws may only be made during the Annual Meeting of the Board of
Directors.
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