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Charleston Kickball Association Bylaws

CHARLESTON KICKBALL ASSOCIATION, INC.

BYLAWS

Date of Approval: March 12, 2018 (unanimous voice vote at annual meeting)

Table Of Contents:

I. Philosophy, Purpose and Membership

II. Board Of Directors

III. Teams

IV. Conduct

V. General Rules of Play

VI. Club Finances

VII. Amendments


Summary of Amendments

1.     Adopted April 28, 2016, subject to addition of language regarding successor to President, breaking ties when voting, registration fee, Conflict of Interest Policy, and grammatical revisions.

2.     Amended December 15, 2016, to include new board positions and provisions for payment of person for website administration/registration/scheduling.

3.     Amended March 2, 2017, to include rule changes related to kicks taken in front of the plate, illegal pitches, infield fly rule, and out of bounds areas.  All passed on voice vote at annual meeting.

4.     Amended March 12, 2018, to add position of vice president, revise language allowing greater flexibility with registration, increase allowed petty cash to $500, and clarify rule regarding a runner intentionally hitting/kicking the ball.


I. Philosophy, Purpose and Membership

A.   The organization shall be known as the Charleston Kickball Association, Inc. d/b/a Charleston Kickball Association ("CKA") and will abide by these bylaws.

B.    The address of CKA's initial principal office is 1300 Bridge Road, Charleston, West Virginia, 25314, or at some other place within the United States, as the board of directors from time to time shall designate.

C.    In pursuit of its objects and purposes, CKA shall have all the same powers and authority as set forth in W. Va. Code Ã??Ã?§ 31E-3-302, as amended, or any successor law, and all other powers and authority necessary or convenient for carrying out the objects and purposes set forth in these Bylaws.

D.   The bylaws will insure the orderly conduct of CKA business by creating a climate that promotes teamwork and fosters cooperation among all persons involved.

E.    The bylaws will provide a uniform and consistent policy of operational conduct for the CKC.

F.     Interpretation of the bylaws should reflect moderation, fairness and sound judgment, with conscious consideration given to the total needs of the persons involved.

G.   CKA is formed exclusively for the charitable purposes of lessening neighborhood tensions, eliminating prejudice and discrimination, combating community deterioration, improving human health, fostering amateur sports competition, and conferring additional benefits on the community by operating an adult kickball league, including the transaction of any or all lawful business for which corporations may be incorporated in West Virginia in furtherance of that purpose.

H.   No part of the net earnings of the corporations shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these Bylaws. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Bylaws, CKA shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

I.       Upon the dissolution of CKA, its assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future purpose. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes


II. Board of Directors

A.   CKA's affairs shall be managed by its board of directors (the "Board").  The Board shall manage, regulate, govern and conduct the affairs and business of CKA directly and through its officers in fulfillment and furtherance of the purposes of CKA as described in the Articles of Incorporation.  The Board shall also have the power and authority to do and perform all acts and functions consistent with these Bylaws.

B.    The Directors shall be appointed by the President prior to January 1 of each year. Term of office shall be until December 31 of that year or until a new director is appointed, whichever is later, with no restrictions on the number of terms.

C.    Each Director shall have one vote in CKA policy decisions. The Directors shall have and exercise all the power necessary to control the scheduling, operation, grievances, protests and policies of CKA.

D.   The Directors are: President, Vice President, Secretary, Treasurer, two (2) Team Captains, and two (2) Officials.

E.    Meetings:

1.     A properly called Board meeting is required to appoint Directors or change the Rules, Bylaws, or any other written policy of CKA. Meetings will normally be called annually. The President shall preside over and run the meeting.

2.     Directors and other interested parties must be notified at least one week before the meeting or a meeting notice placed in a local newspaper one week before the meeting. The notification period does not apply to special meetings where those persons involved are notified and agree to a meeting schedule.

3.     A quorum of Directors of the Board is required to conduct any business requiring a Board vote.

4.     Decisions will be by a majority vote of the Directors present.  In the event of a tie, the President shall cast the deciding vote.

5.     At any meeting for disciplinary actions the attendance will be limited to those persons directly involved.

6.     Whenever the vote of the Board is required or permitted to be taken at a meeting in connection with any action by the Board, the meeting and vote may be dispensed with if all of the directors shall agree in writing to such actions being taken, and such agreement shall have the same effect and validity as though the action were duly taken by the unanimous vote of all the directors at a meeting called and duly held.

F.     A Director vacancy for the unexpired term will be filled by appointment by the President.

G.   The President shall designate a person as his/her successor who will take office at some designated time in the future, or in the event the President resigns or is unable to perform the duties of office, whichever comes first.  The successor may be, but is not required to be, a current member of the board.  In the event the President resigns or is unable to perform the duties of office and no successor has been appointed, the Vice President shall assume the position of President and thereafter appoint a new Vice President.

H.   Directors may be removed from office at the discretion of the President.

I.       Board Duties and Responsibilities:

1.     Supervise all functions relating to the procurement of sponsors, procurement of contracts for playing fields, registration of players, team formation, game scheduling, post-season tournament.

2.     Perform administrative functions that are necessary for the conduct of CKA business.

3.     May create other non-Board voting positions to conduct business such as grounds keeper, event chairman, etc.

4.     Maintain an email account, website, Facebook page, and any other social media account deemed by the Board to be appropriate.

5.     Be responsible for all functions relating to the purchase, storage, issue and return (as necessary) of all equipment.

6.     Directors shall not receive any compensation for their services on the Board, but may receive reasonable compensation for duties outside of service on the board, such as officiating, groundskeeping, scheduling, registration, website management, and similar activities.

7.     Directors shall abide by the CKA Conflict of Interest Policy, which is incorporated by reference and attached as Exhibit B.

J.      Directors' Duties And Responsibilities:

1.     President/Commissioner: Conducts CKA business within the framework of the Bylaws; maintains a close liaison with the Directors and coordinates activities through the Board; keeps all funds, securities, evidence of indebtedness and other valuable documents in the name of the Club; deposits funds and securities in the name and to the credit of the Club in a bank or depository; collects fees; pays expenses; schedules and presides over general and Board meetings; appoints Directors; and calls special meetings.

2.     Vice-President: Assists the President with the President's Duties and Responsibilities except the appointment of Directors.

3.     Treasurer:  Keeps in appropriate books, an account of all money received and paid out; renders annual reports of the funds, receipts and disbursements of CKA at an annual general meeting just prior to the election of Directors and as requested by the Board; has available an oral or written financial report at each Board meeting; submits the financial records for an audit at the discretion of the Board; at the request of the Board conducts a reconciliation at the end of each Treasurer's term of office to the satisfaction of the Board; and ensures that correct and appropriate tax documents are filed with the Federal and State governments pursuant to applicable law.

4.     Secretary: Keeps minutes of all meetings and presents them at the Board meetings for approval; issues notices of meetings; maintains CKA Facebook page and social media; prepares materials for marketing and promotion; maintains players and coaches lists.

5.     Team Captains:  Attend meetings and provide input regarding rules, scheduling, tournament format, location, and other topics at the request of the President.

6.     Officials:  Attend meetings and provide input regarding rules, scheduling, tournament format, and other topics at the request of the President.  Oversee officials and ensure properly trained officials are available and present for all league games.  Officials may receive reasonable compensation, to be determined by the President with the input of the remaining board members, for groundskeeping, scheduling, registration, website management, and similar activities.


III. Teams

A. Registration:

1.     The Board is responsible for setting up and overseeing the registration of teams and players, and may provide reasonable compensation to an Official or other person to assist with this process.

2.     Registration is available to all persons who have attained the age of twenty one (21), who are physically able to participate, and who have not been banned from CKA events.

3.     Registration shall be online via the league website: www.chaskickball.com .

4.     Captains are required to register their team before team players may register.

5.     Teams are required to have at least fifteen (15) players, at least four (4) of whom must be female.

6.     Free agents may be added to teams at the discretion of the Board.

7.     Individual player registration is $30.

8.     Team players may register at any time within the designated registration period after the Captain has registered the team.

9.     Free agents may register at any time.

10. A player becomes an official team member only after payment of required registration fee and signature of the waiver form.

11. No refunds shall be given without the approval of the Board.

12. Teams may not add players to their roster after the published cutoff date unless players are needed to fill out existing teams, which registration will be at the discretion of the President with the input of the board.

13. If circumstances warrant (e.g., injury, illness, or a player moving), teams may make a roster switch after registration but prior to the first game, at the discretion of the President with the input of the Board.  The switch must be a person of the same gender.  However, no new t-shirts will be ordered.

14. No roster changes will be permitted after the first game, for any reason.


IV. Conduct

A.   It shall be the duty of each player, coach, parent, guardian and spectator to conduct him/her in a manner becoming a good sportsman.

B.    Serious or continued misconduct can result in a suspension from CKA by the Board with a two-thirds (2/3) majority vote of the Directors.

C.    Fighting or unacceptable language among players, coaches, parents, guardians or spectators could result in instant dismissal from participation from the rest of the game and the following game. The Board may impose additional disciplinary action after the investigation.


 V. General Rules of Play

A. Play shall be governed by the Official Charleston Kickball Association Rules, which are attached as Exhibit A and are hereby incorporated by reference in their entirety.  In the event of a discrepancy between the Rules and these Bylaws, these Bylaws control.

B. The Rules may be changed by the Board at a properly-called meeting.


VI. Club Finances

A.   Operating funds will be derived from sponsorships and registration fees.

B.    A financial report will be provided at each annual Board meeting.

C.    A budget will be submitted by the President and approved by the Board at the annual meeting.  The budget shall include a proposed registration fee which will be set forth in the bylaws and, when included with any sponsorships, shall be sufficient, but not greater than necessary, to cover CKA's expenses and provide for an appropriate savings to cover unforeseen expenses.  Funds remaining at the end of the regular season may be expended toward enhancement of the tournament experience at the discretion of the Board.

D.   CKA will have only one checking account for financial operations, with the exception of petty cash not to exceed five hundred ($500) dollars for reasonable and necessary incidental expenses.

E.    The authorized signature of the President must be filed with the bank.  Signatures of other Board members may be added to the account at the President's discretion.


VII.  Miscellaneous Provisions

K.   CKA shall keep complete and correct books and records of account and shall also keep minutes of the proceedings of its Board.  All books, records and minutes of the Corporation may be inspected by any director or his or her agent or attorney, for any proper purpose at any reasonable time.

L.    Pursuant to W. Va. Code Ã??Ã?§ 31E-2-202(b)(4) or any successor law, the Directors shall not, as such, be liable for monetary damages for any action taken, or any failure to take any action, as a director, except liability for any of the following:

(i)      The amount of a financial benefit that the director received to which he is not entitled;

(ii)     An intentional infliction of harm on the Corporation;

(iii)    A violation of W. Va. Code Ã??Ã?§ 31E-8-833 or any subsequent law of like import;

(iv)    An intentional violation of criminal law; or

(v)     Damages incurred in the case of a director who votes for or assents to a distribution in violation of the law of the State of West Virginia or the Articles of Incorporation of the Corporation, as amended.

M.  Indemnification

1.     The Corporation shall indemnify any director or officer who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was or is a party because he is a director of the Corporation, against reasonable expenses that he incurs in connection with the proceeding.  The Corporation may further indemnify any director or officer to the extent that the laws of the State of West Virginia permit if (a) he conducted himself in good fair; he reasonably believed, in the case of conduct in his official capacity, that his conduct, was in the best interests of the Corporation; and, in all other cases, that his conduct was at least not opposed to the best interests in the Corporation; and, in the case of a criminal proceeding, he had not reasonable cause to believe his conduct was unlawful; or (b) he engaged in conduct for which broader indemnification has been made permissible or obligatory under the articles of incorporation.

2.     The Corporation may obligate itself in advance of the act or omission of a director or officer giving rise to a proceeding to provide indemnification in accordance with W. Va. Code Ã??Ã?§ 31E-8-851 or advance funds to pay for or reimburse expenses in accordance with W. Va. Code Ã??Ã?§ 31E-8-853.

3.     The Board shall have the sole discretion to determine whether amounts for which a director or officer seeks indemnification were properly incurred and whether such director or officer acted in good faith and in a matter he reasonably believed to be in the best interests of the Corporation, and whether, with respect to any criminal action or proceeding, he had no reasonable grounds for belief that such action was unlawful.  The determination shall be made by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding.

4.     The foregoing rights of indemnification shall not be deemed to limit in any way the powers of the Corporation to indemnify under applicable law.

N.   The Corporation shall have power to and shall purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer employee or agent against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under applicable law.


VIII. Amendments

A.   The bylaws may be changed or amended by a majority vote of the Directors present at a properly called meeting.

EXHIBIT A

OFFICIAL CHARLESTON KICKBALL ASSOCIATION RULES

Official CKA Rules are listed on the "Rules" page of the website for the purposes of web publication only. The print copy of the CKA Bylaws includes the official rules.


EXHIBIT B

Conflict of Interest Policy

Charleston Kickball Association, Inc.


ARTICLE I : PURPOSE


The purpose of this conflict of interest policy is to protect this Non-Profit Corporation's  interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Corporation or might result in a possible excess benefit transaction.  This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable corporations.


ARTICLE II : DEFINITIONS


1.         Interested Person - Any director, principal officer, or member of a committee with governing board delegated powers, who has direct or indirect financial interest, as defined below, in an interested person.

2.         Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

a.         An ownership or investment interest in any entity with which the Corporation has a transaction or arrangement,

b.         A compensation arrangement with the Corporation or with any entity or individual with which the Corporation has transaction or arrangement, or

c.         A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Corporation is negotiating a transaction or arrangement.

3.         Compensation - includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

4.         A financial interest is not necessarily a conflict of interest.  Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.


ARTICLE III : PROCEDURES


1.         Duty to Disclose

In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2.         Determining Whether a Conflict of Interest Exists

            After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining board or committee members shall decide if a conflict of interest exists.

3.         Procedures for addressing the Conflict of Interest

a.         An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

b.         The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternative to the proposed transaction or arrangement.

c.         After exercising due diligence, the governing board or committee shall determine whether the Corporation can obtain, with reasonable efforts, a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d.         If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Corporation's best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

4.         Violations of the Conflicts of Interest Policy

a.         If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b.         If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate corrective actions.


ARTICLE IV : RECORDS OF PROCEDURES

The minutes of the governing board and all committees with board delegated powers shall contain:

a.         The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.

b.         The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.


ARTICLE V : COMPENSATION

a.         A voting member of the governing board who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

b.         A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation for services is precluded from voting on matters pertaining to that member's compensation.

c.         No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Corporation, either individually or collectively, is prohibited from providing information to any committee regarding compensation.


ARTICLE VI : ANNUAL STATEMENTS

Each director, principal officer and member of a committee with governing board delegated powers shall annually affirm that such person:

a.         Has received a copy of the conflicts of interest policy,

b.         Has read and understands the policy,

c.         Has agreed to comply with the policy, and

d.         Understands the Corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.


ARTICLE VII : PERIODIC REVIEWS

To ensure the Corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted.  The periodic review shall, at a minimum, include the following subjects:

a.         Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm's length bargaining.

b.         Whether partnerships, joint ventures, and arrangement with management conform to the Corporation's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in excess benefit transaction.


ARTICLE VIII : USE OF OUTSIDE EXPERTS


When conducting the periodic reviews as provided for in Article VII, the Corporation may, but need not, use outside advisors.  If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.



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