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BYLAWS |
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OF THE |
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MICHIGAN AMATEUR SOFTBALL ASSOCIATION |
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ARTICLE I |
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NAME |
| The name of this corporation shall be the Michigan Amateur
Softball Association, the ' the Association ' or ' the
MASA '. |
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ARTICLE II |
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PURPOSES, ORGANIZATION, DUES AND SPONSORS |
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| Section 2.01 PURPOSES. The Purposes of MASA are spelled
out in Article II of the Articles of Incorporation of MASA. |
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| Section 2.02 ORGANIZATION. MASA is organized on a
nonprofit directorship basis under the Nonprofit Corporation Act
of Michigan, and shall consist of the following without
restrictions as to age, sex, color, creed or nationality: |
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| a. | Leagues playing a regular schedule of games. |
| b. | Independent teams not affiliated with any leagues. |
| c. | Individual teams of organized leagues. |
| d. | Umpires, Individuals, and or Affiliated Members
interested in the promotion of the game of softball. |
| Section 2.03 DUES. The dues shall be set
by the MASA Board of Commissioners and shall be established and
reviewed annually. Dues are payable each year and shall be for
one calendar year; January 01 through December 31. Dues
are payable on or before the registration deadline for teams,
umpires, scorekeepers, sportswriters and broadcasters, or
individual boosters and Affiliated Members, as the case may be.
Dues shall include an amount for the Amateur Softball Association
of America ( 'ASA' ) dues and all appropriate materials. The
registration deadline shall be set by the MASA Board of
Commissioners. |
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Section 2.04 SPONSORS. Sponsors conducting MASA
tournaments shall pay tournament fees to the MASA as established
by the MASA Board of Commissioners. |
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ARTICLE III |
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MEMBERSHIP |
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Section 3.01 MEMBERSHIP. Membership in the Michigan
Amateur Softball Association shall be limited to amateur players,
teams, amateur teams, umpires, and those individuals and or
Affiliated members interested in the promotion of the game of
softball. |
| Section 3.02 DEFINITION of 'AMATEUR'. ' Amateur ' shall
mean an appropriate applicant who is or that is engaged in the
sport of softball solely for the physical or mental pleasure or
social benefit derived there from and for whom softball is nothing
more than an avocation. |
| Section 3.03 MEMBERSHIP APPLICATION. To become a
member, an applicant must fill out the proper application form
with fee attached and agree to conform to the MASA Articles of
Incorporation, Bylaws and Tournament Regulations, as they appear
from time to time. The applicant must also agree to comply with
the Amateur Softball Association ( 'ASA' ) Code and Tournament
Procedures as they appear from time to time in the ASA Official
Guide and Rule Book. The applicant must be accepted by the MASA
Executive Committee, which shall have sole authority to accept or
reject any applicant. |
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ARTICLE IV |
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DIRECTORS |
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| Section 4.01 DIRECTORSHIP CORPORATION. The Corporation
shall be a directorship corporation and the number of natural
persons who shall from time to time be the directors of the
corporation for purposes of a directorship corporation under the
laws of the state of Michigan shall be the Members of the Board
of Directors. |
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| Section 4.02 BOARD OF DIRECTORS. The Board of Directors
( or, in the alternative, ' Board of Commissioners ' or '
Commissioners ' ) shall be responsible for the organization
of and assignment and control of all MASA Tournaments as well as
the establishment of classification codes therefore. The Board of
Directors shall provide for and control the conduct of MASA
Sanctioned Invitational Tournaments. They shall provide for the
financial solvency of MASA and, shall in all other respects,
manage the property, business and affairs of the Association. |
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| Section 4.03 MEMBERSHIP of the BOARD of DIRECTORS. The
Board of Commissioners shall consist of the District
Commissioners, District Commissioners-at-Large, all MASA Past
Presidents who meet the attendance requirements provided for in
these bylaws, the MASA Player Representative, all ASA Player
Representatives, the Junior Olympic Commissioner, the MASA State
Umpire-in-Chief, the Great Lakes Regional Umpire-in-Chief, when
residing within MASA jurisdiction and approved MASA Affiliated
Members. The ASA Commissioner shall be a ex-officio Member,
without vote, of the MASA Board of Commissioners. |
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Section 4.04 ATTENDANCE. All members of the MASA Board
of Commissioners, Association Advisors and Past Presidents, must
attend the MASA Annual Meeting. Failure to do so will result in a
written notification by the MASA Executive Committee of his or
her non-attendance and of the potential suspension of their
membership on the Board of Commissioners. Based on that person's
reply, including an explanation for their non-attendance, the MASA Executive
Committee will decide on the status of that person's voting privileges. Replies
not received within 30 days will result in an automatic suspension. Members who
have had their voting privileges suspended will be notified in writing by the
MASA Executive Committee. Any request by the suspended person for reinstatement,
must be filed with the MASA President and shall be forwarded to the MASA Board
of Commissioners for final action. |
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| Section 4.05 EVALUATIONS. The ASA State Commissioner /
MASA Executive Director may annually evaluate the performance of
any member of the MASA Board of Commissioners. The evaluation
process shall include at least the following considerations: |
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| a. | Communications. |
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| b. | Distribution of MASA materials. |
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| c. | Attendance at all required meetings. |
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| d. | Preparation and submission of required MASA reports. |
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| e. | Fulfillment of financial responsibilities and reports to
MASA. |
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| f. | Public Relation Skills. |
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| g. | MASA Visibility. |
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| h. | Classification, roster and tournament procedures within
their respective district and at the state level. |
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| Section 4.06 SUSPENSION AND REMOVAL. The ASA State
Commissioner / MASA Executive Director shall have the power to suspend
or remove, with cause, any Member of the MASA Board of Commissioners for
whom they are the appointing authority. |
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| Section 4.07 RIGHT of APPEAL. Any Member of the
MASA Board of Commissioners who, during their term, has been suspended
or removed from the Board of Commissioners may appeal the suspension or
removal and request a hearing as provided for herein: |
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| a. | Upon written request of the person suspended or removed,
the MASA President shall appoint a Hearings Board which
shall consist of four other Members of the MASA Board of
Commissioners. The President shall preside over the
hearing. The written request for the hearing shall
contain a concise statement of objections to the action
taken and a statement by the person appealing the action
that he or she will abide by the procedure, rules and
regulations and decision of the Hearings Board and these
Bylaws. |
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| b. | Upon the receipt of a notice of appeal, the MASA
President shall notify the ASA State Commissioner / MASA
Executive Director of the appeal. Said ASA State
Commissioner / MASA Executive Director shall be
responsible for presenting the reasons for the suspension
or removal at the requested hearing. |
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| c. | Within thirty days of receipt of the notice of appeal,
the MASA President shall set a mutually agreed upon date
and site for the hearing. |
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| d. | All parties will be notified in writing at least ten days
prior to the scheduled date of the hearing. |
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| e. | The person appealing the action shall be entitled to be
present at the hearing, examine all documents and
witnesses and present such evidence and witnesses as may
be reasonable. The person appealing may be represented by
counsel. |
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| f. | The Hearings Board, after considering all the relevant
evidence, shall, within ten days after the closing of the
hearing, render one of the following decisions: |
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| 1. |
rule the suspension or removal unwarranted and immediately reinstate the
suspended or removed person; |
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| 2. |
withdraw the suspension or removal and, if
appropriate, issue a reprimand and or place the Commissioner on probation for a specific period of time;
or |
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| 3. |
uphold the suspension or removal. |
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| g. | A majority vote of the Hearings Board shall be required
for all actions of the Hearings Board. |
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| h. | The decision of the Hearings Board shall be final and
shall not be appealed to any court of law. |
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| i. | If for any reason the hearing is postponed by either
party, a new hearing date shall be set within fifteen
days. A second postponement by the same party may result
in judgment against that party. |
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| j. | Section 4.08 PROXIES. Any Member of the Board of
Commissioners except Past Presidents, active Association
Advisors and Affiliated Members, may attend any meeting
of the Board by proxy. Proxies may only be obtained by
submitting a written or verbal request to the MASA
Executive Director prior to the meeting in question. The
person to whom a proxy is given must be a current Member
of their respective District Board. Final approval to be
a proxy is subject to the recommendation of the MASA
Executive Director and the approval of the MASA Board of
Commissioners. Proxies shall have full voting privileges
at the Board meeting for which they are appointed. |
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| ARTICLE V |
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| MEETINGS AND COMMITTEES |
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Section 5.01 ANNUAL MEETING. There shall be at least
one meeting of the MASA Board of Commissioners each calendar year.
This meeting, the Annual Meeting of the Association, shall be
held each year on or before February 15. |
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| The specific time and place of the Annual Meeting shall be
designated by the MASA Executive Director and approved by the
MASA Executive Committee. |
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Section 5.02 SPECIAL MEETINGS. Special meetings of the
MASA Board of Commissioners and of the MASA Executive Committee
shall be at the call of the President or the Executive Director
with notice as herein provided. Said notice shall include a
statement of the purpose for the meeting. |
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| Section 5.03 NOTICES. Written notice of all Annual
Meetings and of all Special Meetings shall be provided to all
Members of the MASA Board of Commissioners at least five days in
advance of the meeting. |
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| Section 5.04 QUORUM. A quorum for all meetings of the
MASA Board of Commissioners shall be eighteen voting members
present. For approval purposes, a majority shall consist of fifty
percent ( 50% ) plus one, of the members present. |
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| Section 5.05 MAIL or ELECTRONIC VOTE. When
ordered by the president, a mail or electronic vote on any action
that might lawfully be taken at any regular meeting of either the
MASA Board of Commissioners or the MASA Executive Committee may
be taken. If and when a mail or electronic vote is taken, the
MASA Executive Director shall: |
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| a. | Mail or contact electronically each member of the MASA
Board of Commissioners or the MASA Executive Committee (
whichever is involved ) a clear statement of the question
to be decided. |
| b. | Close the vote and set a deadline for the vote to be
returned. |
| c. | Immediately notify all members of the MASA Board of
Commissioners or the MASA Executive Committee ( whichever
is involved ) of the results. |
| d. | File the results and upon request make available to any
member a copy ( s ) of the mail or electronic vote. |
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Section 5.06 ORDER OF BUSINESS. The order of business
for all Annual or Special Meetings of the Association shall be as
follows: |
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| a. | Roll Call. |
| b. | Minutes of the last meeting. |
| c. | Committee Reports. |
| d. | Executive Committee reports. |
| e. | Unfinished business. |
| f. | New business. |
| g. | Election of officers ( Annual Meeting only ). |
| h. | Adjournment. |
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Robert's Rules of Order, current edition, shall prevail
at all Annual or Special Meetings. |
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| Section 5.07 STANDING COMMITTEES. The following
Standing Committees shall be appointed by the President, who
shall also appoint, unless otherwise stated herein, a Committee
Chair for each Standing Committee: |
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| a. | Nominating Committee. |
| b. | Hall of Fame Committee. |
| c. | Umpire Committee. |
| d. | Junior Olympic Committee. |
| e. | Slow Pitch Committee. |
| f. | Fast Pitch Committee. |
| g. | Modified Committee. |
| h. | Planning Committee.
This
committee will consist of one
person from each region, pl |
| The MASA Executive Director shall be an ex-officio member
without vote of all Standing Committees unless otherwise
stated. |
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Section 5.08 SPECIAL COMMITTEES. The President shall
appoint such Special Committees as deemed necessary or
appropriate to undertake such projects as may be necessary for
the welfare of the MASA. The Chair of each Special Committee
shall be appointed by the President. |
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ARTICLE VI
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OFFICERS |
| Section 6.01 OFFICERS. The officers of the Association
shall be a President, a President-Elect, and a Vice President,
all who shall be elected at the Annual Meeting of the MASA Board
of Commissioners. Each person seeking to be an officer must be a
member of the Board of Commissioners when nominated and through
the elected term. An officer shall serve until his or her
successor is elected but the term of office for each officer
shall be from the end of the Annual Meeting at which they are
elected to the close of the following year's Annual Meeting. The
MASA Executive Director shall serve as the association's
Secretary Treasurer. |
| Section 6.02 PRESIDENT. The President shall preside at
all meetings of the MASA Board of Commissioners and the MASA
Executive Committee. The President shall cooperate with the MASA
Executive Director in conducting the business of the Association
and shall assume such other duties as may be necessary for the
best interests of the Association. The President shall be an ex-officio
member without vote of all Standing Committees and Special
Committees unless otherwise stated. |
| Section 6.03 VICE PRESIDENT. The Vice President shall
assist the President and shall perform the duties of the
President in the absence of both the President and President
Elect. |
| Section 6.04 PRESIDENT ELECT. The President Elect shall
assist the President. The President Elect shall perform the
duties of the President in the President's absence or inability
to act. The President Elect shall take the office of President
upon the expiration of the term of the President.
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| Section 6.05 SECRETARY-TREASURER ( MASA EXECUTIVE DIRECTOR
). The Secretary-Treasurer / MASA Executive Director shall
attend all meetings of the Board of Commissioners and the
Executive Committee. The Secretary-Treasurer / MASA Executive
Director shall preserve the books and minutes of the proceedings
of all such meetings, and shall perform like duties for Standing
Committees where required. The Secretary-Treasurer / MASA
Executive Director shall give all notices of the Annual and or
Special Meetings and all notices required by statute, these
Bylaws, or by resolution. The Secretary-Treasurer / MASA
Executive Director shall have custody of all corporate funds and
shall keep in books belonging to the MASA full and accurate
accounts of all receipts and disbursements; deposit all monies,
securities and other valuable effects in the name of the MASA in
such depositories as may be designated for the purpose; disburse
the funds of the MASA as may be ordered, taking proper vouchers
for such disbursements; and render to the President an account of
all transactions as Secretary-Treasurer / MASA Executive Director
and of the financial condition of the MASA at least semi-annually
and whenever else required by the Board. The MASA Secretary
Treasurer / MASA Executive Director shall perform such other
duties as may be prescribed. |
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Section 6.06 VACANCIES. In the event of a vacancy in
any office of the MASA, the vacancy shall be filled by
appointment made by the Executive Committee. The person so
selected shall serve out the remainder of the unexpired term of
the office and may stand for re-election at the next Annual
Meeting. |
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ARTICLE VII |
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EXECUTIVE COMMITTEE |
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Section 7.01 MEMBERSHIP and DUTIES. The Executive Committee shall consist of the then current officers of the Association, the Two Immediate Past Presidents, Two At-Large Members, the MASA State Player Representatives, the ASA Player Representatives, the Two Appointed Board Members, the MASA Junior Olympic Commissioner, the MASA State Umpire-in-Chief or a designated member of his staff, the Great Lakes Regional Umpire-in-Chief, when residing within MASA's jurisdiction. Affiliated Members may serve on the MASA Executive Committee at the discretion of the Board of Commissioners and, if so, shall serve as ex-officio members without vote. The duties of the Executive Committee shall include but are
not limited to the following: The Executive Committee shall be
empowered to conduct the business and affairs of the Association
between Annual Meetings and shall hire, supervise, evaluate and
discharge the MASA Executive Director. |
| Section 7.02 QUORUM. A quorum for the conduct of
business shall consist of fifty percent ( 50 % ) plus one of the
voting members, one of whom must be a current voting officer. |
| Section 7.03 TWO IMMEDIATE PAST PRESIDENTS. The Two
Immediate Past Presidents shall assist the President and the
Executive Director as requested. |
| Section 7.04 AT-LARGE BOARD MEMBERS. At-Large Members
shall be selected from and elected by the MASA Board of
Commissioners for a term of two years. The At-Large Members shall
be elected annually on an alternating basis, one ( 1 ) on the
even numbered years and one ( 1 ) on odd numbered years. |
| Section 7.05 MASA PLAYER REPRESENTATIVE. The MASA State
Player Representative shall be elected annually by the MASA Board
of Commissioners and shall meet such qualifications as may be
established by the Board but must be a rostered player. The
person elected is eligible for re-election. In the event of a
vacancy, the position shall be filled by appointment upon
agreement between the ASA State Commissioner / MASA Executive Director and approved by the MASA Executive Committee. In
addition to such other duties as may be determined by the Board
of Commissioners, the MASA State Player Representative shall have
a vote on the Great Lakes Regional Board and shall serve as a
spokesperson for all MASA registered teams and make
recommendations on the playing rules and MASA Classification Code.
The MASA State Player Representatives shall assist the President
and the MASA Executive Director in the fulfillment of their
duties. |
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Section 7.06 ASA PLAYER REPRESENTATIVE. The ASA Player
Representative shall be appointed and discharged upon agreement
between the ASA State Commissioner / MASA Executive Director with
approval of the MASA Executive Committee. A vacancy for an
unexpired term shall be filled in like fashion. The ASA Player
Representative shall have a vote on the Great Lakes Regional
Board and shall represent the MASA on the ASA National Council as
a voting member of the ASA National Council. In addition to such
other duties as may be determined by the MASA Board of
Commissioners, the ASA Player Representative shall serve as a
spokesperson for all registered teams and make recommendations on
the playing rules and MASA Classification Code. The ASA Player
Representative shall assist the President and the Executive
Director in the fulfillment of their duties. |
| Section 7.07 MASA JUNIOR OLYMPIC COMMISSIONER. In
addition to such other duties and responsibilities as may be
delegated to him or her by the Board, the MASA Junior Olympic
Commissioner shall serve as a spokesperson for the Junior Olympic
Program and assist the President and the MASA Executive Director
as required. The MASA Junior Olympic Commissioner shall be
appointed by the ASA State Commissioner with the approval of the
MASA Board of Commissioners. |
| Section 7.08 MASA STATE UMPIRE-IN-CHIEF. The MASA State
Umpire-in-Chief shall be selected from the current MASA-ASA
registered umpires and shall be appointed by the ASA State
Commissioner upon approval of the MASA Board of Commissioners.
The duties of the Umpire-in-Chief are those duties promulgated by
the ASA State Commissioner / MASA Executive Director, with the
approval of the Executive Committee, and shall include but not
limited to the following: |
| a. | The MASA Umpire-in-Chief shall be the spokes person
for all MASA Registered Umpires. |
| b. | The Umpire-in-Chief shall select, with the approval
of the ASA State Commissioner / MASA Executive Director,
a state staff to carry out the duties of the MASA Umpire
Program and shall work jointly with the District
Commissioners in the selection and approval of a District
Umpire-in-Chief for each District. |
| c. | The Umpire-in-Chief shall work with the ASA State
Commissioner / Executive Director to provide leadership
and training for registered MASA umpires and shall work
with and assist the ASA Regional Deputy Umpire-in-Chief
in performing the duties and responsibilities of the ASA
National Umpire Staff. |
| d. | The Umpire-in-Chief shall work with the President of
MASA to provide the leadership necessary for the MASA
Umpire Program and shall work with the MASA Umpire
Committee to develop new and improved programs to
educate, train and service all MASA registered umpires. |
| e. | The Umpire-in-Chief shall be available to the
District Commissioners to assist in the promotion of
umpiring in their respective districts and shall provide
information on rule changes and clarifications to the
entire MASA membership. |
| f. | The Umpire-in-Chief shall hold final responsibility
for the selection of all Umpires-in-Chief and umpires for
all MASA National Qualifying Tournaments, MASA State
Tournaments, Great Lakes Regional Tournaments, ASA
National Tournament and ASA National Championship Umpire
recommendations. |
| g. | The Umpire-in-Chief will also assist the ASA National
Umpire Staff member assigned to the ASA National
Tournaments and ASA National Championships hosted within
the jurisdiction of MASA and shall submit annually to the
MASA Executive Director an umpire budget for
consideration by the MASA Finance Committee. |
| Section 7.09 VACANCIES. Any vacancy that may occur in
any position on the Executive Committee shall be filled as
originally required by these Bylaws or, if not provided for, by
action of the Executive Committee, as the case may be. The person
selected to fill a vacancy shall serve the remainder of the
unexpired term and may serve such additional terms as provided
for in these Bylaws.
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| Section
7.10 ATTENDANCE. Any
member of the MASA Executive
Committee that misses three
(3) consecutive meetings, or
50% of the scheduled MASA
Executive Committee Meetings
in a calendar year, will be
notified in writing by the
MASA President informing them
of the absences and their
potential removal from the
MASA Executive Committee. |
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| Section
7.11 APPOINTED BOARD MEMBERS. The
MASA executive Committee may
appoint two (2) board members
from the MASA Board of
Commissioners for a period of
one (1) year.. |
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ARTICLE VIII |
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MASA AFFILIATED MEMBERS |
| Section 8.01 QUALIFICATIONS. Affiliated Members shall
be organizations that accept the scope of the MASA Articles of
Incorporation and these Bylaws. Nevertheless, Affiliated
Membership shall be based upon the recommendation of the MASA
Executive Committee and approval by the MASA Board of
Commissioners. As titles and terms of office with other
organizations may vary, voting privileges of Affiliated Members
unless otherwise specified in these Bylaws will be based upon the
recommendation of the MASA Executive Committee and confirmation
by the MASA Board of Commissioners. All Affiliated Members shall
assist the President and MASA Executive Director in carrying out
the business of the Association. |
| Section 8.02 AMATEUR SOFTBALL ASSOCIATION OF AMERICA.
The ASA State Commissioner shall serve on the MASA Board of
Commissioners and the MASA Executive Committee in an advisory
capacity and may be delegated other duties and responsibilities
necessary and in accordance with the ASA Code. The ASA State
Commissioner shall assist the President and the MASA Executive
Director in the fulfillment of their duties and shall also be
responsible for all monies and dues owed ASA. The ASA State
Commissioner shall oversee all tournaments leading to ASA
National Championship play and appoint and discharge, in
accordance with these Bylaws, Deputy and District Commissioners,
District Commissioners-at-Large, the State Umpire-in-Chief, the
State Junior Olympic Commissioner, and such persons as may be
required. The ASA State Commissioner shall also coordinate with
the MASA President all MASA Annual Meetings, file, with
assistance of the Secretary-Treasurer, the annual financial
report on the form supplied by the ASA and enforce those rules
and regulations of ASA promulgated by the ASA Code and the ASA
Procedural Code. |
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ARTICLE IX |
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MASA EXECUTIVE DIRECTOR |
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Section 9.01 APPOINTMENT AND RESPONSIBILITIES. The MASA
Executive Director shall be the chief paid administrator of the
Association and shall be responsible for the day-to-day
operations of the Association. The MASA Executive Director shall
be an at-will employee of the MASA hired, evaluated and or fired
by the Executive Committee and accountable to the MASA Executive
Committee. The MASA Executive Director shall serve on the MASA
Board of Commissioners and the MASA Executive Committee in an
advisory capacity and shall serve on all MASA Committees in an
advisory capacity unless otherwise stated. |
| Section 9.02 ASA STATE COMMISSIONER. The MASA Executive
Director shall not be precluded from also serving as the ASA
State Commissioner; provided, however, that in the event both
positions are not held by the same individual, the highest degree
of cooperation and agreement as may be possible and consistent
with these Bylaws between the persons holding the two positions
is encouraged. |
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ARTICLE X |
|
COMMISSIONERS |
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( Includes all District Commissioners and all
District Commissioners-at-Large ) |
| Section 10.01 APPOINTMENT. Commissioners shall be
appointed to the position of District Commissioner by the ASA
State Commissioner / MASA Executive Director with the approval of
the MASA Executive Committee and the MASA Board of Commissioners;
a Commissioner shall be eligible for election as an officer of
the MASA. |
| Section 10.02 TERM of OFFICE. A commissioner shall
serve on an annual basis but may resign prior to the end of a
term. However, a Commissioner may be replaced at any time by the
ASA State Commissioner and or the MASA Executive Director, as the
case may be. |
| Section 10.03 DUTIES and RESPONSIBILITIES. The
Commissioner shall perform these duties promulgated by the MASA
Executive Committee and the ASA State Commissioner / MASA
Executive Director which shall include, but not limited to, the
following: |
| a. | Meetings. A Commissioner must attend the MASA
Annual Meeting and shall attend all meetings called by
the President. A Commissioner must be in attendance at
all required activities of any Annual Meeting in order to
be considered in attendance at the Annual Meeting. |
|
| b. | Voting Privileges. A Commissioner shall be a
voting member of the MASA Board of Commissioners. A
Commissioner shall serve and vote on committees as
appointed by the MASA President. |
|
| c. | Committees. A Commissioner shall serve on those
Standing and Special Committees as appointed by the
President and shall be required to attend meetings as
called by the Chair of said Committee. A Commissioner
shall be eligible for appointment to chair any MASA
Committee. |
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| d. | Appointments. Commissioners shall make such
appointments as are set forth by the MASA Bylaws and may
make the following appointments in their respective
district: |
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| 1. | District Junior Olympic
Commissioner; |
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| 2. | District Board Appointments; |
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| 3. | they shall work jointly with the MASA State
Umpire-in-Chief in the selection and approval of a
District Umpire-in-Chief within their district; |
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| 4. | other
appointments as necessary and approved by the MASA
President and MASA Executive Director. |
|
| e. | Consultation and Advice. A Commissioner shall
provide advice to the MASA Executive Committee, the MASA
Board of Commissioners and to their local district as
they pertain to the MASA and ASA. |
|
| f. | Reporting. A Commissioner shall prepare reports
and or records as requested by the MASA Executive
Committee, the MASA President or the ASA State
Commissioner / MASA Executive Director. Such reports and
records shall include but not limited to: |
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| 1. | Review
and confirm all team and umpire registration reports
within their respective districts. |
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| 2. | District Meetings. |
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| 3. | District and local league team standings. |
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| 4. | Classification reports. |
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| 5. | District and regional tournament reports as
required. |
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| 6. | Names of league directors, addresses and phone numbers within their
respective district. |
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| g. | Tournament bidding and site selection. A
Commissioner shall represent his or her district in the
preparation and presentation of MASA tournament bids.
Site Selection shall be the responsibility of the MASA
Executive Committee. |
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| h. | MASA representation. Meetings: A Commissioner
shall represent the MASA at all district meetings and at
other MASA or ASA meetings as directed by the President.
Tournaments: Commissioners shall represent their
districts and MASA at District, Regional, Qualifier,
State or National Tournaments held in their respective
districts and shall represent MASA at tournaments held
outside their respective districts as required by the
MASA President. |
|
| i. | District responsibilities. Commissioners shall be
responsible to the MASA for the proper function of MASA
softball in their district, monitor all actions within
their districts and monitor and make team classifications
within their districts. District Commissioners shall be
the District spokesperson for team classification, player
eligibility, rules, rosters and tournament guidelines at
the District, Regional and State level. Commissioner
shall be the spokesperson to the MASA Board of
Commissioners and the MASA Executive Committee for their
respective districts and shall also be responsible for
promoting and recruiting MASA teams and umpire
registrations within their respective districts. |
|
| j. | Financial responsibilities. A Commissioner shall
keep an accurate account of all monies received and due
MASA as required; assist MASA in processing of teams,
umpires and MASA tournament registrations; prepare
financial reports and payments to MASA as required; and,
shall keep accurate district reimbursement accounts as
required by MASA. |
|
|
ARTICLE XI |
|
DISTRICT BOARDS |
| Section 11.01 DISTRICT BOARD. The Commissioners shall
establish a District Board for each of the Districts. The
District Boards shall consist of a District Commissioner,
Commissioners-at-Large and such local league directors as
necessary. |
| Section 11.02 ESTABLISHMENT and MEETINGS. The District
Commissioner shall appoint the members of the District Board and
shall be the chair of the District Board. The District Board
shall meet a minimum of two times a year to conduct business
within their district. |
| Section 11.03 RESPONSIBILITIES of the DISTRICT BOARD.
The District Board shall undertake such activity on behalf of the
District as needed which shall include but not be limited to:
regulate, control and administer all MASA activities within their
district as set forth by the MASA Bylaws; organize and promote
softball within their district; organize, control and assign all
MASA tournaments within their district; classify all teams within
their district; and, prepare and submit all reports as required
by MASA. |
|
ARTICLE XII |
|
REGIONAL BOARDS |
| Section 12.01 REGIONAL BOARD. There shall be a Regional
Board in each of the designated regions. |
|
Section 12.02 ESTABLISHMENT and MEETINGS. Regional
Boards shall consist of the District Commissioners and
Commissioners-at-Large within the respective region and the ASA
State Commissioner / MASA Executive Director. The Regional
Chairperson shall announce dates of regional meetings with the
MASA office by May 01 and all Regional Boards shall meet annually
prior to the start of state tournament play. A majority of the
Regional Board members shall constitute a quorum at all regional
meetings. |
| Section 12.03 RESPONSIBILITIES of the REGIONAL BOARD.
The Regional Board shall organize, control and assign all
regional tournaments in their area and select all tournament
sites for regional play and consider and resolve any problems
regarding classifications, eligibility or tournament sites. |
| Section 12.04 REGIONAL BOARD CHAIRPERSON. Each Regional
Board shall have a Regional Chairperson who shall be appointed by
the ASA State Commissioner / MASA Executive Director. The
Regional Board Chairperson shall preside at all regional meetings
until replaced and shall be responsible to the MASA Board of
Commissioners through the MASA Executive Director in the
administering of all business in the region. The Regional Board
Chairperson shall interpret and administer the policies as set
forth in the MASA Bylaws. |
|
ARTICLE XIII |
|
CLASSIFICATION APPEALS BOARD |
| Section 13.01 ESTABLISHMENT and AUTHORITY. There
shall be a Classification Appeals Board consisting of the MASA
Executive Director or his or her designee, who shall be the
Chairperson, and a minimum of two designees selected by the MASA
Executive Director. The Classifications Appeal Board shall
consider and rule upon all classification appeals properly
presented to it. Decisions of the Classification Appeals Board
shall be final. |
|
ARTICLE XIV |
|
REGIONAL AND DISTRICTS |
| Section 14.01 REGIONS and DISTRICTS DEFINED. The
Regions and Districts are defined as the following counties and
also with the enclosed map: |
| REGION | DISTRICT | (Select Region/District to display map) |
AREA |
| A | 01 | Berrien, Cass and Van Buren. | |
| 02 | Barry and Kalamazoo. | ||
| 03 | Branch, Calhoun, Hillsdale and St. Joseph. | ||
| B | 04 | Jackson and Lenawee. | |
| 05 | City of Ann Arbor. | ||
| 06 | Monroe and the rest of Washtenaw. | ||
| C | 07 | Kent. | |
| 08 | Allegan and Ottawa. | ||
| 09 | Muskegon and Newaygo ( Nunica ). | ||
| D | 10 | Clinton, Ionia and Montcalm. | |
| 11 | Eaton and Ingham. | ||
| 12 | Clare, Gratiot, Isabella, Mecosta and Osceola. | ||
| E | 13 | Genesee and Shiawassee. | |
| 14 | Lapeer, St. Clair and Sanilac. | ||
| F | 15 | Saginaw and Tuscola ( M - 46 South ). | |
| 16 | Gladwin and Midland. | ||
| 17 | Arenac, Bay, Huron and Tuscola ( M - 46 North ). | ||
| G | 18 | Lake, Manistee, mason and Oceana. | |
| 19 | Antrim, Benzie, Grand Traverse, Kalkaska, Leelanau, Missaukee and Wexford. | ||
| 20 | Alcona, Aplena, Crawford, Iosco, Montmorency, Ogemaw, Oscoda, Otsego, Presque Isle and Roscommon. | ||
| 21 | Charlevoix, Cheboygan and Emmet. | ||
| H | 22 | Alger, Baraga, Chippewa, Delta, Dickenson, Gogebic, Houghton, Iron, Luce, Keweenaw, Machinac, Marquette, Menominee, Ontonagon and Schoolcraft. | |
| Detroit | Wayne, Oakland, Livingston and Macomb. ( Not MASA ). | ||
|
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|
ARTICLE XV |
|
ASA CODE AND MASA TOURNAMENT REGULATIONS |
|
Section 15.01 APPLICABILITY. The Michigan Amateur
Softball Association ( MASA ), as a member of the Amateur
Softball Association ( ASA ), adheres and abides by all rules and
regulations of the ASA unless specifically covered in the
official publications of the Michigan Amateur Softball
Association. |
|
ARTICLE XVI |
|
TOURNAMENT BIDS |
| Section 16.01 TOURNAMENT BIDS. Any member City Softball
Association, Recreation Department, or organization may bid on
any tournament sponsored by the Michigan Amateur Softball
Association. |
| Section 16.02 QUALIFIED BIDS. Tournament Bids will be
due to the State Office by the date set by the MASA Executive
Director. Qualified bids will be determined and recommended by
the MASA Executive Committee to the MASA Board
of Commissioners. In the event any tournament is not awarded at
the MASA Executive Committee Meeting, the MASA Executive Director
shall award same at the earliest possible date. |
|
ARTICLE XVII |
|
AWARDS AND TROPHIES |
| Section 17.01 REGULATIONS for AWARDS and TROPHIES. MASA
shall purchase all team trophies and Individual Awards for
Qualifying tournaments and State Tournament Finals and the
tournament site shall remit to the State office their share of
the actual expense as invoiced. Any other awards must be approved
by the MASA Executive Committee. |
|
ARTICLE XVIII |
|
OFFICIAL UMPIRES |
| Section 18.01 OFFICIAL UMPIRES. Only MASA - ASA
Registered Umpires shall be used in tournaments under MASA
control. |
|
ARTICLE XIX |
|
|
INDEMNIFICATION |
|
|
Section 19.01 VOLUNTEER DIRECTOR: LIABILITY to CORPORATION.
A volunteer director of the MASA shall not be personally liable
to MASA or the membership of MASA for monetary damages for a
breach of the director's fiduciary duty arising under applicable
law. However, this Article shall not eliminate or limit the
liability of a director for any of the following: |
|
| a. | A breach of the director's duty of loyalty to the MASA or
the membership of MASA; |
| b. | Acts of Omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; |
| c. | A violation of MCLA 450.2551; |
| d. | A transaction from which the director derived an improper personal
benefit; |
| e. | An act or omission occurring on or prior to the date of
the filing of the MASA Articles of Incorporation; or |
| f. | An act or omission that is grossly negligent. |
| A volunteer director of the MASA shall only be personally
liable for monetary damages for a breach of fiduciary duty as a
director to the MASA or to the membership of the MASA to the
extent set forth in this Article. Any repeal or modification of
this Article by the MASA shall not adversely affect any right or
protection of any volunteer director of the MASA existing at the
time of, or for or with respect to, any acts or omissions
occurring before such repeal or modification. |
|
| Section 19.02 NON-DIRECTOR VOLUNTEER. The MASA assumes
the liability for all acts or omissions of a non-director
volunteer, provided that: |
|
| a. | The volunteer was acting or reasonably believed he or she
was acting within the scope of his or her authority; |
| b. | The volunteer was acting in good faith; |
| c. | The volunteer's conduct did not amount to gross
negligence or willful and wanton misconduct; |
| d. | The volunteer's conduct was not an intentional tort, and; |
| e. | The volunteer's conduct was not a tort rising out of the
ownership, maintenance or use of a motor vehicle as
described in Section 209 ( e ) ( v ) of the Michigan
Nonprofit Corporation Act. |
| Section 19.03 VOLUNTEER DIRECTOR: LIABILITY to OTHERS.
The MASA assumes all liability to any person, other than the MASA
or to the membership of the MASA for all acts or omissions of a
volunteer director occurring on or after the date these Articles
of Incorporation are adopted, incurred in the good faith
performance of the volunteer director's duties as such. Notwithstanding the foregoing, a volunteer director shall be personally liable to the MASA or to the membership of the MASA for monetary damages for a breach of fiduciary duty as a director to the extent set forth in the preceding subsection, and the MASA and the membership of the MASA shall not be precluded by this subsection from bringing or maintaining an action against a volunteer director to the extent not inconsistent with the preceding subsection. |
|
|
Section 19.04 VOLUNTEER DIRECTOR: LIABILITY to OTHERS. Any appeal or modification of this Article by MASA shall not
adversely affect any right or protection of any director of the
MASA existing at the time of, or for or with respect to, any acts
or omissions occurring before such repeal or modification. |
|
|
ARTICLE XX |
|
NOTICES |
| Section 20.01 NOTICES. All notices of meetings required
to be given by these Bylaws shall be given by mail or electronic
notification to the addressee at his or her last address as it
appears on the books of the MASA. The notice shall be deemed to
be given at the time it is mailed or otherwise dispatched. |
|
ARTICLE XXI |
|
AMENDMENTS |
|
Section 21.01 AMENDMENTS. Amendments to these Bylaws must be approved by two-thirds ( 2/3 ) Majority of the MASA Board of Commissioners provided that notice in writing of any proposed amendment is submitted to each voting member at least 30 days prior to said meeting at which the proposed amendment is to be voted upon. An amendment approved by the MASA Board of Commissioners shall be effective immediately, unless otherwise specified in the amendment. |