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BY-LAWS OF MBGS, Inc.

dba MANHATTAN BEACH GIRLS SOFTBALL

As Approved by the MBGS, Inc. Board of Directors on June 30, 2009

ARTICLE I: NAME

A. This organization shall be known as MBGS, Inc. dba Manhattan Beach Girls
Softball (“MBGS” or “Manhattan Beach Girls Softball”).

ARTICLE II: OBJECTIVES

A. The objectives of the Manhattan Beach Girls Softball shall be to promote and
encourage good sportsmanship and teamwork, and the qualities of honesty,
loyalty, courage, and respect for others.

B. The objectives will be achieved by providing supervised games and practices


managed and run by parental volunteers, following the guidelines provided in
these By-Laws. All managers, coaches, parents, and Board Members shall bear in
mind that the attainment of exceptional athletic skills or the winning of games is
secondary to achieving the objectives outlined above. It is the responsibility of all
adults involved to teach our youth how to properly handle the thrills of winning as
well as the disappointment and sadness of losing.

ARTICLE III: LOCATION OF OFFICES

A. Principal Office: The Principal Office for the transaction of the business of
Manhattan Beach Girls Softball shall be the residence of the President or
Secretary.

B. Change of Principal Office location: The Board of Directors shall have full
power and authority to change the Principal Office to any location so long as the
Principal Office remains within the City of Manhattan Beach.

ARTICLE IV: MEMBERSHIP

A. Automatic: Membership in Manhattan Beach Girls Softball shall be automatic for


the parents and/or legal guardians of all children who are registered to play
softball in Manhattan Beach Girls Softball, all managers and coaches approved by
the Board of Directors and all individuals appointed or elected to the Board of
Directors. Said membership is terminated immediately if a child quits MBGS for
any reason, or if the child, manager, coach or Board member, as the case may be,
is removed from MBGS by action of the Board of Directors.

B. Voted: Membership shall also be open to sponsors, patrons, or other interested


persons evidencing a desire to be a Member, provided that an application for
membership is approved each year by a majority vote of the Board of Directors.

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C. List: The current registration list of parents and guardians of players, the current
approved list of managers and coaches, the list of appointed and elected Board
Members and the list of other approved Members (as maintained by the Secretary)
shall make up the list of Members in Manhattan Beach Girls Softball.

ARTICLE V: MEETINGS OF MEMBERS

A. Meetings of the Members: There will be no general or regular meetings of the


Members. A special meeting of the Members may be called at any time for any
reason in any of the following ways:
1. By written notice from the President or Vice President of the Board.
2. By vote of at least one-third (1/3rd) of the Board of Directors.
3. By written petition signed by at least twenty percent (20%) of the total
number of Members of MBGS.
4. If a Special Meeting is called pursuant to a vote or petition as described in
subsection 2 or 3, above, such voting results or petition shall be presented to
the President or the Vice President who shall promptly call the meeting.

B. Notice of Meeting: Notice of a special meeting shall promptly be given to each


Member by mail or by electronic mail at least 10 days prior to the date of such
meeting. It will be the responsibility of the President, Vice President and
Secretary to insure that such notice is timely transmitted to the Members.

C. Power to Conduct Business: Any number of Members entitled to vote at any


special meeting shall have the power to transact business as long as at least ten
percent (10%) of the total membership is in attendance. The Board of Directors
may waive or lower the ten percent requirement by a two thirds majority vote of
the Board. The Members present at any special meeting, who are entitled to vote,
may continue to do business until adjourned. Any meeting of Members may be
adjourned from time to time by vote of a majority of the Members present. When
any meeting, whether regular or special, is adjourned for thirty (30) days or more,
notice of the adjourned meeting shall be given as in the case of the original
meeting.

D. Voting: Every Member of MBGS shall be entitled to vote at any special meeting.
The family of each player is entitled to one vote for each player in MBGS. Other
Members (sponsors, patrons, etc.) shall each have one (1) vote. All voting must
be done in person by the Member qualified to vote. Voting by proxy or by
cumulative vote is expressly prohibited, except as otherwise provided herein.

E. Enforcement: It shall be the duty and responsibility of the President of the Board
of Directors to take such measures as are necessary to ensure compliance with this
Article and to insure that those who vote at a special meeting are truly valid
Members of Manhattan Beach Girls Softball.

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ARTICLE VI: DIRECTORS

A. Board of Directors: The Board of Directors shall consist of no less than seven (7)
Elected Members (“Elected Directors”), and other Members appointed by the
Elected Directors. At least seventy five percent (75%) of the Board of Directors
must reside in the City of Manhattan Beach. Each Elected Director must
concurrently serve as an Officer in MBGS. For purposes of this requirement, a
Commissioner of a softball division is considered an Officer. The Elected
Directors shall elect or appoint the President, a Vice President, a Secretary, a
Treasurer, an Umpire in Chief (UIC), a Player Representative and other Board
Members. The election of the President and other officers shall be conducted as
described below in the provision regarding the Organizational Meeting.

B. Election of the Elected Directors: The Elected Directors shall be elected by a


secret written ballot which shall be distributed to every current Member of
Manhattan Beach Girls Softball, collected, and counted by the President and two
other members of the Board of Directors. The Ballot should be distributed no
later than June 10 each year and shall contain the names of all current Members
who, as of June 1 of the current term, have expressed to any current Board
Member a desire to serve on the Board for the next term. The President shall
collect the names of all candidates and insure that names of all such Members are
included on the ballot. The ballots shall be collected by July 1 of each year. The
counting of the ballots shall take place immediately after the election is closed
and all ballots have been collected, and shall be open to any Member’s inspection.
The President, or his appointee, and two other Members of the Board of Directors
must be present for the counting of the ballots. If the President cannot be present
he/she must appoint a representative from among the Elected Directors to take
his/her place. The counting of the ballots must take place by August 1 of each
year. The Seven (7) members receiving the highest number of votes shall
constitute the Elected Directors. Should a tie take place for the final (7th) Elected
Director position the candidates involved in the tie will all be declared Elected
Directors to serve on the Board of Directors.

C. Appointed Directors: The Elected Directors shall meet within sixty (60) days
after the counting of the ballots for an Organizational Meeting and commence the
process of appointing other Members to serve on the Board of Directors as
“Appointed Directors.” The Elected Directors may not appoint any Member who
has ever been removed under the procedures outlined in VI. E. below.

D. Term of Office: Elected Directors shall take office effective September 1st of
each year and shall hold office through August 31st of the following year.
Appointed Directors shall serve the same term of office.

E. Removal of a Director from the Board of Directors: Any Director, whether


Elected or Appointed, may be removed from office either of the following ways:

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1. By the affirmative vote of two thirds (2/3) of the total membership
of MBGS present at any Special Meeting where business may be
conducted (see Article V. C.D.E.). Such a vote must be by actual count of
Members present. Voice votes will not be accepted.

2. By the affirmative vote of two thirds (2/3) of the total members on


the Board of Directors present at any meeting of the Board in which at
least ten (10) days written notice to the Board is provided that there will be
a vote for removal of one or more Board Members, identifying such
members by name. Such a vote must be by actual count. Removal is
effective immediately and for the remainder of the term of office.

F. Vacancies: Should any Member of the Board of Directors be unable to continue


service (or resigns or is removed thereby creating a vacancy) the Elected
Directors shall meet and appoint a replacement unless the Elected Directors
determine that a replacement is not necessary at that time. The replacement shall
be considered an Appointed Director even if the vacancy created was due to an
Elected Director being unable to serve. The Elected Directors may not appoint
any Member who has ever been removed under the procedures outlined in VI. E.

G. Power to Transact Business: All corporate powers and business shall be exercised
and conducted by the Board of Directors. The Board of Directors shall create an
Executive Board, consisting of the President, the Vice President and all other
Elected Directors and may delegate or assign specific tasks to the Executive
Board by a majority vote. The Executive Board shall, however, conduct all
hearings to settle disputes and/or discipline issues with players, managers,
coaches, parents, spectators, umpires, or other parties, and shall make decisions
regarding all such matters. Decisions of the Executive Board in such matters shall
be binding on the parties involved. Appeals of any such decisions may be made
to the Board of Directors by parties affected by rulings made by the Executive
Board. This right of appeal shall be explained to all parties at the start of a
hearing. Appeals must be in writing and presented to the President within
fourteen (14) days after the decision of the Executive Board is announced to the
parties involved. If necessary the President shall call an immediate Special
Meeting of the Board of Directors for the purpose of conducting the appeal
hearing and insure that a quorum is present. At the discretion of the President, a
regularly scheduled meeting may be utilized for the appeal if it is scheduled
within 14 days of the appeal request. A vote of two thirds (2/3) of the Board of
Directors present at the Meeting is required to overturn or reverse the decision of
the Executive Board as to matters pertaining to disputes or discipline as described
above.

H. Meetings: All Board of Directors meetings shall be held in accordance with the
following provisions:

1. Organizational Meeting: An organizational meeting to form the


Board of Directors shall be held within 60 days of the counting of ballots,

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but no earlier than August 10 of the current year. Present at the
Organizational Meeting shall be the Elected Directors as chosen by the
voting process and the President from the current term.

a. Election of the President: The Elected Directors shall elect the


President by majority vote as more fully described hereafter. Each
Elected Director who is either present at the Organizational
Meeting, or submits a vote via written proxy given to the current
President, shall have one vote during each round of the election
process for the President. All Members who desire to be on the
ballot for the office of the President shall be included on the ballot,
as long as they inform the current President of such desire on or
before July 31 of the current term. If more than one Member
expresses a desire to be President, or if any Elected Director
specifically requests voting by written ballot, the election shall be
conducted by secret written ballot.

b. The President will be the person who receives a majority of the


votes cast in the vote by the Elected Directors during the initial
voting (the “Initial Election”), or who receives a majority of the
votes cast in the run-off election if no one receives a majority after
the Initial Election.

c. Run-Off Election Process: If more than two Members are on the


ballot for the Initial Election and one member does not receive a
majority of the total votes cast in the Initial Election then a run-off
election will be held between the two candidates receiving the
highest number of votes after the Initial Election. The Run-Off
Election Process is a two round system. If no candidate receives
an overall majority of votes after the Initial Election, all candidates
except the two with the most votes are excluded for purposes of the
run-off election. In the event of a tie that prevents a run-off
election between the two candidates receiving the highest number
of votes after the Initial Election, a separate vote will be taken
involving only those candidates who are tied as described above, to
determine which of those candidates will be included on the ballot
for the run-off election. The individual receiving a majority of
votes cast in the run off election shall be the President. It is
intended that there be only one run-off election among the two
members with the most votes after the Initial Election, but
additional run-off elections may be held only if necessary to break
ties to narrow the number of candidates to two for the run-off
election.

d. The Counting of Ballots: During this election process, including


any run-off elections, the secret ballots shall be counted by the
current President and Vice President, unless they are absent or

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their names are on the ballot for the election of the President. If
one or more of these individuals are on the ballot or not present for
the voting, the President shall select replacements by selecting one
or more of the Officers from the current year whose name is not on
the ballot or a former MBGS President who is present for the
voting to perform such tasks.

e. Installation of the President and Election of other Officers and


Board Members: Once a candidate is elected President, if he or
she is not already present at the Organizational Meeting, the
meeting will adjourn until the newly elected President can join the
meeting. Should the President for the new term not be an Elected
Director, he or she shall be deemed to become an Elected Director
and also serve as a member of the Executive Board for the
upcoming term. Once the new President is present the
Organizational Meeting shall continue with the election of the
Officers (by vote of the Board of Directors) and appointing, as
necessary, additional members of the Board of Directors. It is
intended, but not necessary, for the President, Vice President,
Treasurer, Player Representative and UIC to be chosen from the
newly Elected Directors. Any Member may be appointed as a
Director or Officer, and candidates need not have been on the
ballot to be considered or chosen. If the Board of Directors, or
new President, determines that additional time is needed to
evaluate candidates for Officer or the Board of Directors, or to
determine candidates’ interest in such positions, the President shall
adjourn the Organizational Meeting to allow sufficient time to
complete such processes, and reconvene no later than October 15
to elect Officers and continue the process of appointing additional
Directors.

f. Criteria for Selecting the President: Prior to the Organizational


Meeting the current Board of Directors may approve written
criteria to be taken into consideration by the Elected Directors
when voting for the President for the next term. Such written
criteria will be provided to all Elected Directors prior to the
election of the President, and the Elected Directors are to consider
such criteria when voting for the President.

2. Regular Meetings: The President shall establish a regular meeting


schedule for the Board of Directors Meetings. That schedule shall be
presented to the Board for approval at the first Regular Meeting. The
President may modify the schedule in his discretion and shall consult with
the Board to the extent practicable. The Board of Directors shall have the
right to amend the schedule by a majority vote.

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3. Special Meetings: Special Meetings of the Board shall be held
whenever called by the President. In the event of the absence, disability,
or refusal to act by the President, the Vice President or a majority of the
Board of Directors may call a Special Meeting.

4. Emergency Meetings: Emergency Meetings may be called at any


time by the President. In the event of the absence, disability, or refusal to
act by the President, the Vice President or a majority of the Board of
Directors may call an Emergency Meeting. Emergency meetings may be
called without any written notice of such meeting being given to any
Board Member, provided, however, an Emergency Meeting shall be called
only when a bona fide emergency exists and when time will not permit the
giving of notice as required by these By-Laws.

Emergency Meetings may be held only after the President or Secretary has
in good faith made a reasonable attempt to notify each member of the
Board of Directors of such meeting, and in no event until after the
President or Secretary has attempted to notify each Board Member
personally, at least two (2) hours before such meeting is to be held.

5. Time and Place of Meetings: The time and place of all meetings
shall be designated by the President. In the event of the absence,
disability, or refusal to act by the President, the Vice President or a
majority of the Board of Directors may designate the time and place.

6. Notice of Meetings: Written notice of the time and place of each


Regular Meeting of the Board of Directors shall be given to each Director.
Meetings may be adjourned from time to time without further notice;
provided, however, that when any meeting is adjourned for thirty (30)
days or more, notice of the adjourned meeting shall be given as in the case
of a Regular Meeting. Electronic mail to the addresses designated by
Board members shall satisfy the requirements for written notice.

7. Quorum: A majority of the number of Directors, not including


vacancies, shall be necessary to constitute a quorum for the transaction of
business. Except to the extent expressly provided otherwise in these By-
laws, every act or decision made by the majority of the Directors present
at a meeting duly held at which a quorum is present, unless otherwise
specifically provided herein, shall be regarded as the act of the Board of
Directors. A majority of the number of Executive Board Members, not
including vacancies, shall be necessary to constitute a quorum for the
transaction of business of the Executive Board, and every act or decision
made by a majority of the Executive Board Members present shall be
regarded as the act of the Executive Board.

ARTICLE VII: OFFICERS

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A. Officers: The Officers shall be the President, a Vice President, a Secretary, a
Treasurer, a UIC, a Player Representative and other Officers including
Commissioners appointed by the Elected Directors as indicated, each of whom
shall be a member of the Board of Directors.

B. Election of Officers: All Officers including Commissioners shall be elected by


the Elected Directors at the Organizational Meeting (VI.H.1.) by a majority vote
of those Elected Directors present in person, present by phone, or voting via
proxy given to the current President.

C. Term of Office: All Officers shall hold office for a period of one (1) year, or until
their respective successors are elected, and may be subject to re-election.

D. Recall or Removal: The same rules and procedures apply to the recall or the
removal of Officers from the Board of Directors and/or Executive Board as apply
to all other Directors (VI.E.)

E. Vacancies: Should any Officer be unable to serve, resign his or her office, or be
recalled or removed that office shall be filled by vote of the Board of Directors as
quickly as possible.

F. Duties of Officers and the Board of Directors: The duties of each officer are as
follows:

1. President: The President shall be the Chief Executive Officer and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and affairs of MBGS. The President
shall preside at all membership meetings, meetings of the Board of
Directors, and Executive Board meetings. The President shall call an
Organizational Meeting of the newly elected Board of Directors within
sixty (60) days after the ballots have been counted for the purpose of
electing new Officers and appointing Directors. The President shall have
the general powers and duties of management usually vested in the Office
of the President of MBGS and shall have such other powers and duties as
may be prescribed by the Board of Directors or these By-Laws, including
representing MBGS before the District Organization.

2. Vice-President: The Vice President shall have such powers and perform
such duties as from time to time may be prescribed by the President or by
the Board of Directors. In the absence of the President, the Vice President
shall perform all the duties of the President and, when so acting, shall have
all the powers of the President.

3. Secretary: The Secretary shall keep or cause to be kept at the principal


office, or such other place as the Board of Directors may order, a book of
minutes of all meetings of Directors or Members, with the time and place
of holding, whether special or emergency, how authorized, what notice

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thereof given, the names of those present at Board Meetings, the number
of Members present at Members Meetings and the proceedings thereof.

The Secretary shall also: (1) keep or cause to be kept at the principal office
or such place as the Board of Directors may order, a membership register,
showing the names of the Members and their addresses, and the date of
their admission to membership, (2) give, or cause to be given notice of all
meetings of the Members and the Board of Directors required by these By-
Laws, (3) keep, as custodian of records, the Articles of Incorporation and
By-Laws of MBGS and have those documents physically present at all
meetings of the Board or Membership, (4) file with the proper agency of
the State of California all amendments to the By-Laws or Articles of
Incorporation, and any other legal documents of MBGS, when the law so
requires, and (5) have such other powers and perform such other duties as
may be prescribed by the Board of Directors or by these By-Laws.

4. Treasurer: The Treasurer shall maintain or cause to be kept and


maintained, adequate and correct accounts of properties and business
transactions of MBGS including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital and all income of any sort and kind
derived by MBGS from any of its activities. Upon the demand of any
member of the Board of Directors, the Treasurer, by appointment, shall
permit such Board Member to inspect any or all of the books of accounts
and records within five days from such demand.

The Treasurer shall promptly deposit all monies and other valuables in the
name of and to the credit of MBGS with such depositaries as shall be
designated by the Board of Directors, disburse the funds of MBGS in such
manner, as may be ordered by the Board of Directors, render to the
President or Board, whenever either requests it, an account of all
transactions and of the financial condition of MBGS and have such other
powers and perform such other duties as may be prescribed by the Board
or these By-Laws.

The Treasurer shall also be responsible for ensuring the timely and accurate filing
of all informational and other tax returns and financial reports and
documents as required by law, the Board, or ASA.

5. Umpire in Chief (UIC): The Umpire in Chief shall supervise and manage
the umpires who serve MBGS, oversee rule compliance by MBGS and its
members, consider and propose from year to year any indicated
amendments to the MBGS Rules of Play, and oversee the education of
Members regarding the rules.

6. Player Representative: The Player Representative shall conduct the


annual tryouts, monitor registration, be in charge of player selection, assist
the President in checking birth certificates, check the eligibility of players,

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supervise and coordinate the transfer of players, and oversee selection of
all stars, all in accordance with the rules and regulations of ASA.

7. The Board of Directors: Except to the extent such authority is granted to


the Executive Board or expressly provided otherwise in these By-Laws
and to the extent such action or decision is consistent with these By-Laws
and all applicable rules and regulations, the Board of Directors shall have
the authority and power to take such action and make any and all decisions
that it deems to be in the best interests of MBGS.

ARTICLE VIII: MANAGERS AND COACHES

A. Approval of managers and coaches: The Board of Directors, by secret ballot if


requested by any Board Member or candidate, shall elect each year the team
managers and coaches for the teams in MBGS. The Board of Directors may
utilize a manager selection committee to screen the candidates and make
recommendations to the Board. The Board of Directors must, however, vote on
the recommendations of the manager selection committee and make the final
decision on approval or disapproval of all managers and coaches.

B. If there are not enough manager candidates for a particular softball division, the
children whose parents or guardians have not volunteered to serve MBGS in some
capacity in the past 2 years will be placed on a waiting list and the
parents/guardians notified that their child will not be placed on a team or entered
into the pool of eligible players for a draft until another manager volunteers. The
new manager’s children (all – regardless of softball division in which they play)
will be placed on a team or in the appropriate draft pool. The Player
Representative will arrange for new players to be chosen or placed into the draft
to fill the appropriate number of slots that the new team creates (net after adding
the manager’s children). Two other Members of the Board of Directors shall
insure that the selection of the new players is appropriate, fair and just. The
selection process shall also be open to any Member of the Board of Directors.
Volunteer positions are as follows: (1) Member of the Board of Directors, (2)
approved Manager or Coach of a team, (3) Team Mom, (4) Team Dad, (5)
Scorekeeper, and (6) Sponsor. The President or Vice President may temporarily
approve a manager if he or she is satisfied that the temporary appointment is
necessary. At the next meeting of the Board of Directors, the Board shall vote to
approve or disapprove such manager.

C. President may coach: The President may manage or coach a team, but he/she
shall not serve on the Protest Committee for the applicable division in which he or
she manages or coaches.

D. Duties: Each manager will have the duty of complete supervision of the teams
that he/she manages.

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E. Coaches: The coaches must all be approved by the Board of Directors in the
same manner as managers. Should a manager desire to add a coach for any
reason, whether or not as a replacement, that coach may not cause the team to
have more than the allowed number of coaches for a team in that softball division,
and the coach must be approved by the Board of Directors before filling any
duties or act in the role of a coach. Only approved managers or coaches may be
on the field or in the dugout during games. The President or Vice President may
temporarily approve a coach if he or she is satisfied that the temporary
appointment is necessary. At the next meeting of the Board of Directors, the
Board shall vote to approve or disapprove such coach.

ARTICLE IX: MISCELLANEOUS

A. Records: All records pertaining to the operation of all teams, players’ records,
draft or auction data, insurance policies, claims, evidence of birth certificates,
waivers, releases, and all other MBGS records shall be maintained by one or more
members of the Board of Directors.

B. Execution of Contracts: Any and all contracts which may be executed in the
name of MBGS shall be in such form as shall not be inconsistent with the laws of
California, Federal law, and these By-Laws, and shall be approved by the Board
of Directors or by their duly authorized representatives.

All contracts authorized by the Board of Directors shall, if required, be signed by


the President, or in the President’s absence, the Vice President, and also by the
Treasurer, or another Officer as designated by the Treasurer.

C. Registration Requirements: The Board of Directors from year to year shall


establish registration requirements and limitations as indicated taking into account
the best interests of MBGS and City of Manhattan Beach requirements.

D. Rules of Play: For the purpose of MBGS’s regular season games, practices,
practice games, and events, the Board of Directors, and only the Board of
Directors, may (by majority vote) change a rule, add a rule, or delete a rule. All
MBGS Rules of Play shall be listed in a book published before Opening Day and
provided to every manager and coach in Manhattan Beach Girls Softball. Any
Board approved changes, additions, or deletions to any rule shall be noted in the
minutes by the Secretary and published in writing by the Board of Directors and
distributed to all managers and coaches (regardless of whether or not their
particular league is affected).

Managers and coaches may not make any changes to any rule, add any rule, delete
any rule, or waive the application of any rule. If managers or coaches meet and
vote on any rule situation, the results of that vote shall be considered only a
recommendation to the Board of Directors, and before it can be considered and
voted upon by the Board it must be submitted in writing to the Board. The Board
shall act on such written requests at the next meeting of the Board of Directors.

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Any manager or coach who operates or plays a game under rules not approved as
stated in these By-Laws shall be subject to discipline by the Executive Board. It
is the responsibility of every manager and coach to protect MBGS by refusing to
agree to any suggested rule variances, and by reporting to the Board of Directors
the fact that the request was made.

E. Rules of Play for Manhattan Beach Girls Softball Tournaments : The rules of play
for any tournament held within MBGS that does not include teams from outside
MBGS shall be those found in the ASA Official Rules of Softball, and the
variances found in the Manhattan Beach Girls Softball Rules of Play. Any
additional rules or variances that will apply shall be approved by the Board of
Directors, written, published, and distributed to every manager and coach in
MBGS prior to the start of the tournament. Any such variances for the purposes
of a tournament shall be deemed to be permanent unless specifically decided and
noted by the Board that the rule applies only to a tournament for the current
season. Unless the rule in question will only apply to the current season it must
be added to the MBGS Rules of Play in a separate section covering Tournament
Rules. In order to remove any rule that applies to MBGS tournament play the
Board of Directors must follow the procedures outlined in the By-Laws.

F. Method for Selection of All Stars and All Star Managers and Coaches: The Board
of Directors shall decide upon the rules and selection processes for any All Star
and/or Interleague Tournament Teams, Managers, and Coaches.

ARTICLE X: SPONSORS

A. Fees: The Board of Directors shall determine the range of fees to be paid by each
sponsor for a particular sponsorship level. All sponsor fees shall be paid into the
MBGS Treasury.

B. Illegal Fees & Gifts: No sponsor shall bestow upon any player or team any
privilege or benefit not enjoyed by every other player and team in MBGS, unless
approved by the Board of Directors. No sponsor shall bestow upon any Board
member, officer, manager, coach or other MBGS volunteer any privilege or
benefit not enjoyed by other Members of MBGS.

C. No Team Control: No sponsor shall control in any manner whatsoever the team
which a sponsor is sponsoring.

ARTICLE XI: AMENDMENTS

A. How Amended: Proposed amendments of these By-Laws must be presented in


writing and voted on in either of the following ways:

1. At a Special Meeting of the Membership, and the affirmative vote of 2/3


of the members present shall be necessary for amendments to be adopted.

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2. At any Regular, Special, or Emergency meeting of the Board of Directors,
and the affirmative vote of 2/3 of the members of the Board of Directors
present in person or by phone shall be necessary for amendments to be
adopted, provided that specific written notice of a meeting for such
purposes must be provided to all members of the Board at least ten (10)
days prior to the meeting in which such matters are to be considered.

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