Sponsored By:   Bernardsville PBA #365
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This organization shall be known as the Somerset Hills Little League, Inc., hereinafter referred to as “the local League.”
The objective of the local League shall be to implant firmly in the children of the community the ideals of good sportsmanship, honesty, loyalty, courage and respect for authority, so that they may be well adjusted, stronger and happier children and will grow to be good, decent, healthy and trustworthy citizens.
To achieve this objective, the local League will provide a supervised program under the Rules and Regulations of Little League Baseball, Incorporated.  In addition the local League may provide or participate in such other supervised baseball and softball programs as the Board of Directors may from time to time determine provided such programs are not in conflict with, and are not inconsistent with, the goals and objectives of League Baseball, Incorporated.  (See Article IX, Section 1).  All Directors, Officers and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary, and the molding of future citizens is of prime importance.  In accordance with Section 501(c)(3) of the Federal Internal Revenue Code, the local League shall operate exclusively as a non-profit educational organization providing a supervised program of competitive baseball and softball games and related training and development programs.  No part of the net earnings shall inure to the benefit of any private shareholder or individual; no substantial part of the activities of which is carrying on propaganda, or otherwise attempting to influence legislation, and which does not participate in or intervene in any political campaign on behalf of any candidate for public office.
Eligibility.  The membership of the local League shall consist of Player Members and Regular Members, as defined below in Section 2.
Classes.  There shall be the following classes of Members:
 Player Members.  Any player candidate meeting the requirements of League Regulations shall be eligible to compete for participation.  Player Members shall have no rights, duties or obligations in the management or in the property of the local League.
Non Player Members.  Former Player Members and or parents or legal guardians of Former Player Members who consent to being Members. 
Regular Members.  Any adult person actively interested in furthering the objectives of the local League may become a Regular Member upon election or by appointment by the local League President.  Regular members of the League shall include all Board Members, Committee Members, Managers, Coaches, Volunteer Umpires, and any other person recognized by the Board as a volunteer in the local League.  
Membership in good standing involves compliance with the local League Code of Conduct established to promulgate rules regarding the conduct of the participants in the program.
As used hereinafter, the word “Member” shall mean a Regular Member unless otherwise stated.
Other Affiliations.  Members, whether Regular or Player, shall not be required to be affiliated with another organization or group to qualify as members of the local League.  Members, whether Regular or Player, shall not be disqualified from being Members by virtue of their participation in, or affiliation with, any other group or organization; including, but not limited to, other baseball or softball programs. 
Suspension or Termination.  Membership may be terminated by resignation or action of the SHLL Board as follows:
(a) The SHLL Board, by a two-thirds vote of those present at any duly constituted Board meeting, shall have the authority to discipline or suspend or terminate the membership of any Member, including managers and coaches, when the conduct of such person is considered detrimental to the best interests of the local League and/or Little League Baseball.  The Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear at the meeting to answer such charges.
(b) The Board of Directors shall, in case of a Player Member, give notice to the manager of the team for which the player is a Player Member.  Said manager shall appear, in the capacity of an adviser, with the player before the SHLL Board or the Discipline Committee of the SHLL Board.  The player’s parent(s) or legal guardian(s) may also be present.  The SHLL Board shall have full power to suspend or revoke such player's right to future participation by two-thirds vote of those present at any duly constituted meeting (quorum is required).
Definition.  A General Membership Meeting is any meeting of the membership of the league (including Special General Membership Meetings, as defined in Section 7).  A minimum of one per year, as defined in Section 6 below, is required.
Notice of Meeting.  Notice of each General Membership Meeting shall be by publication in the Bernardsville News, or a similar local newspaper, at least ten (10) days in advance of the meeting, setting forth the place, time and purpose of the meeting.  In addition to the above method, notice may be given in such form as may be determined by the Board.
Quorum.  At any General Membership Meeting, the presence in person or by absentee ballot of 10 percent of the members shall be necessary to constitute a quorum.  If a quorum is not present, no business shall be conducted.
Voting.  Only Regular Members shall be entitled to make motions and vote at General Membership Meetings.  However, the SHLL Board may invite, admit and recognize guests for presentations or comments during General Membership Meetings.
Ballot.  Any Regular Member who seeks to be elected as a Board member shall so inform the President and/or Secretary in writing prior to September 1st, or another date chosen in advance by the President of the local League.  The Secretary shall then create a ballot with all of the names of the interested candidates.  The ballot shall specify the number of Board members to be elected.  Regular Members may cast up to one vote per household for each vacancy.  Cumulative voting will not be permitted. [This means only one vote for each candidate will be permitted.  For example if there are 16 candidates for 16 vacancies, the Regular Member will be permitted to vote for up to 16 individuals.  The Regular Member will not be permitted to cast multiple votes for any one candidate.]
Absentee Ballot.  For the expressed purpose of accommodating Regular Members in good standing who cannot be in attendance at the Annual Meeting, or any General Membership Meeting at which new Board members will be elected, an absentee ballot may be requested and obtained from the Secretary of the League.  Regular Members can submit absentee ballots to the Secretary in one of the following ways:  (1) the absentee ballot shall be properly completed, signed and returned in a sealed envelope to the Secretary prior to the date of the election; (2) the absentee ballot shall be emailed to the Secretary; and (3) the absentee ballot can be submitted via an online process approved by the SHLL Board in advance of the vote.  The Secretary shall present all absentee ballots to the Election Committee (appointed at the meeting) on the date of the meeting, prior to the voting portion of the election process. Only official absentee ballots forms (i.e. those obtained from the Secretary or from any officially designated location such as an Internet web page) will be permitted. 
Floor Nominations and Write-In Votes.  Any Regular Member who is not listed on the ballot may be nominated from the floor. Write-in votes shall be permitted.
Selection and Role of Election Committee.  Prior to the meeting the President shall appoint a minimum of three Regular Members to serve as the Election Committee.  The Election Committee shall: supervise the distribution and collection of ballots at the meeting, collect absentee ballots from the Secretary, count the votes and certify the successful candidates.  The candidates receiving the highest vote totals will be certified as the winners of the vacant seats. 
Disqualification of Votes.  The Election Committee shall disregard any non-conforming ballot; including, but not limited to ballots containing more than the permitted number of votes and absentee ballots that are not properly submitted in one of the ways set forth above.  Ballots containing less that the total permitted number of votes shall not be disqualified if otherwise correctly completed and delivered.
Annual Meeting of the Members.  The Annual Meeting of the Members of the local League shall be held during the month of September each year, or as soon thereafter as is practicable, for the purpose of electing the SHLL Board, receiving reports, and for the transaction of such business as may properly come before the meeting.
The Membership shall receive at the Annual Meeting of the Members of the local League a report, verified by the President and Treasurer, or by a majority of the SHLL Board, showing:
The condition of the local League, to be presented by the President or his/her designate;
A general summary of funds received and expended by the local League for the previous year; 
The amount of funds currently in possession of the local League, and the name of the financial institution in which such funds are maintained;
The whole amount of real and personal property owned by the local League, where located, and where and how invested;
For the year immediately preceding, the amount and nature of the property acquired, with the date of the report and the manner of the acquisition, the amount applied, appropriated or expended, and the purposes, objects or persons to or for which such applications, appropriations or expenditures have been made;
(g) Prior to the Annual Meeting, the Board shall determine the number of Board members to be elected for the ensuing year and the Regular Members shall elect such number of Board members.
(h)  After the SHLL Board is elected, the Board shall meet to elect the officers.  After the election, the SHLL Board shall assume the performance of its duties as of the date of the Annual Meeting.  The Board’s term of office shall continue until its successors are elected and qualified under this section.
Special General Membership Meetings.  Special General Membership Meetings of the Members may be called by the Board of Directors or by the President at their discretion.  Upon the written request of 25 Regular Members, representing one request per household, the President or Secretary shall call a Special General Membership Meeting to consider the subject specified in the request.  No business other than that specified in the notice of the meeting shall be transacted at any Special General Membership Meeting.  Such Special General Membership Meeting shall be scheduled to take place not less than fourteen (14) days after the request is received by the President or Secretary.
Rules of Order for General Membership Meetings. Robert’s Rules of Order shall govern the proceedings of all General Membership Meetings, except where same conflicts with this Constitution or the By-Laws of the local League.
Authority.  The management of the property and affairs of the local League shall be vested in the Board of Directors, referred to herein as the “SHLL Board”.
Number.  The number of Directors constituting the SHLL Board shall be the number so specified by the Board but in no event shall the number of Directors be less than (11). The current number of Directors is sixteen (16).
Term.  Each Director’s seat shall be for a period of one (1) year, subject to election at each Annual Meeting. 
Vacancies.  If any vacancy occurs in the SHLL Board, by death, resignation or otherwise, it may be filled by a majority vote of the remaining Directors at any regular Board meeting or at any Special Board Meeting called for that purpose. Any such vacancy shall be filled only until the next Annual Meeting at which time the vacancy for the unexpired term shall be determined by the vote of the Regular Members.
Board Meetings, Notice and Quorum.  Regular meetings of the SHLL Board shall be held immediately following the Annual Meeting and on such days thereafter as shall be determined by the SHLL Board.
The President or the Secretary may, whenever they deem it advisable, or the Secretary shall at the request in writing of five (5) Board members, issue a call for a Special Board Meeting.  In the case of Special Board Meetings, such notice shall include the purpose of the meeting and no matters not so stated may be acted upon at the meeting.
Notice of each Board meeting shall be given by the Secretary telephonically, personally, electronically or by mail to each Board member at least two (2) day(s) before the time appointed for the meeting to the last recorded address of each Board member.
A majority of the total number of members of the SHLL Board then in office shall constitute a quorum for the transaction of business.  For example, a Board of 16 members, with the President presiding as non-voting member, has a majority of eight voting members.  If a quorum is not present, no business shall be conducted.
Only members of the SHLL Board may make motions and vote at meetings of the SHLL Board. However, the SHLL Board may invite, admit and recognize guests for presentations or comments during Board meetings.
Duties and Powers.  The SHLL Board shall have the power to appoint such standing committees as it shall determine appropriate and to delegate such powers to them as the Board shall deem advisable and which it may properly delegate.  The Board may adopt such rules and regulations for the conduct of its meetings and the management of the local League as it may deem proper, provided such rules and regulations do not conflict with this Constitution.  The SHLL Board shall have the power by a two-thirds vote of those present at any regular Board or Special Board Meeting to discipline, suspend or remove any Member (Player or Regular), Director or Officer of the local League in accordance with the procedure set forth in Article III, Section 4.
Appointments. The SHLL Board may appoint such other officers or agents as it may deem necessary or desirable, and may prescribe the powers and duties of each.  Appointed officers or agents shall have no vote on actions taken by the SHLL Board unless such individuals have been elected to the Board by the membership or have been elected to fill a vacancy on the Board.
Rules of Order for Board Meetings.  Robert’s Rules of Order shall govern the proceedings of all SHLL Board meetings, except where same conflicts with these By-Laws of the local League.
The SHLL Board may appoint an Executive Committee which shall consist of not less than five (5) nor more than ten (10) Board members, one of whom shall be the President of the local League.  The Executive Committee shall include, at a minimum, the League President, the Vice-President, Baseball, the Vice-President, Softball, Secretary, Treasurer, and Safety Officer.  
The Executive Committee shall advise with and assist the Officers of the local League in all matters concerning its interests and the management of its affairs, and shall have such other powers as may be delegated to it by the Board, but in no event will the Executive Committee have authority over the SHLL Board.  
At any meeting of the Executive Committee, a majority of the total number of members then in office shall constitute a quorum for the transaction of business, and the act of a majority present at any meeting at which there is a quorum shall be the act of the Committee.  
Other Committees.  The SHLL Board may appoint such other committees as it may deem advisable, and to delegate such powers to them as the SHLL Board shall deem necessary and which it may properly delegate.
Charter.  The local League shall annually apply for a charter(s) from Little League Baseball, Incorporated, and shall do all things necessary to obtain and maintain such charter. The local League shall primarily devote its energies to the activities authorized by such charter(s).  
Other Programs and Activities the local League may also participate in such other programs as are not in conflict with, and are not inconsistent with, the goals and objectives of Little League Baseball, Incorporated (“Non Little League Programs”) subject to the following restrictions:
1. Appropriate insurance will be obtained;
2. No local League funds will be used for such Non Little League programs;
3. Any team participating in a Non Little League program must nevertheless follow Little League Rules and Regulations regarding player safety and welfare; including, but not limited to, pitching restrictions and minimum playing time.
Rules and Regulations. The Official Playing Rules and Regulations as published by Little League Baseball, Incorporated, Williamsport, Pennsylvania, shall be binding on this local League.
Local Rules, Ground Rules and/or Bylaws.  The local rules, ground rules and/or bylaws of the local League shall be adopted by the SHLL Board at a meeting to be held not less than one month previous to the first scheduled game of the season, but shall in no way conflict with the Rules, Regulations and Policies of Little League Baseball, Incorporated, nor shall they conflict with these By-Laws.  The local rules, ground rules and/or bylaws of this local League shall expire at the end of each fiscal year, and are not considered part of these By-Laws.
Authority.  The SHLL Board shall decide all matters pertaining to the finances of the local League and it shall place all income in a common league treasury, directing the expenditure of funds in such manner as will give no individual or team an advantage over those in competition with such individual or team.
Contributions.  The SHLL Board shall not permit the contribution of funds or property to individual teams but shall solicit funds for the common treasury of the local League, thereby to discourage favoritism among teams and to endeavor to equalize the benefits of the local League.
Solicitations.  The SHLL Board shall not permit the solicitation of funds in the name of Little League Baseball unless all of the funds so raised be deposited in the local League treasury.
Disbursement of Funds.  The SHLL Board shall not permit the disbursement of local League funds for other than the conduct of League activities in accordance with the rules, regulations and policies of Little League Baseball, Incorporated.  All disbursements shall be made by check or via use of a league credit card or debit card as approved by the League President or Treasurer.  All checks shall be signed by the local League Treasurer and such other officer or officers or person or persons as the SHLL Board shall determine.
Compensation and Conflicts of Interest.  No Director, Officer or Member of the local League shall receive, directly or indirectly any salary, compensation or emolument from the local League for services rendered as Director, Officer or Member.  Each Board member shall be required to inform the SHLL Board of the existence of potential conflict(s) of interest, as well as when the potential conflict(s) becomes a matter of proposed Board action.
Financial Transparency.  No Board member authorized to disburse funds or have direct access to league funds may be the spouse or family relative of the League President or Treasurer.  The use of a league credit card or debit card is permitted, as approved by the League President or Treasurer, and all receipts from such purchases must be presented to the Treasurer in a timely fashion.  
Fiscal year.  The fiscal year of the local League shall begin on October 1 and shall end on September 30.
Distribution of Property upon Dissolution.  Upon dissolution of the local League and after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the local League to another Federally Incorporated entity which maintains the same objectives as set forth in Article II of these By-Laws, which are or may be entitled to exemption under Section 501(c)(3) of the Internal Revenue Code or any future corresponding provision.
SHLL does not discriminate and does not limit participation in any of its activities on the basis of any criteria prohibited under federal, state or local law such as race, color, creed, religion, religious affiliation, ancestry or national origin, gender, age, marital status, domestic partner or civil union status, pregnancy, sexual orientation, physical or mental disability, gender identity or expression, atypical cellular or blood trait, genetic information, veteran status, liability for services in the Armed Forces of the United States, or engaging in legally protected conduct.     
This Constitution may be amended, repealed or altered in whole or in part by a majority vote at any duly organized meeting of the Members provided notice of the proposed change is included in the notice of such meeting.  Drafts of all proposed amendments shall be submitted to Little League Baseball, Incorporated, for approval before implementation.