BYLAWS OF DUGOUT CLUB, INC.

 Article 1 - Name

1.1   The name of this corporation will be Dugout Club, Inc.

 Article 2 – Offices

 2.1   The registered office of the corporation at the time of adoption of these Bylaws is located at 7831 Glenroy Road, Suite 185, Edina, Minnesota  55439.  The corporation may have offices at such other place either within or without the State of Minnesota, as the Board of Directors may from time to time determine.

Article 3 – Nonprofit Purpose and Objectives

3.1   This corporation is organized exclusively for one or more of the purposes as specified in Section 317A of the Minnesota Statutes and Section 501(c)(3) of the Internal Revenue Code, including, for such purposes as making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

3.2   The specific objectives and purposes of this corporation shall be to:

3.2.1        support, promote and enhance the quality of the Chanhassen High School Baseball and Softball Programs and their facilities as well as other community based diamond sports programs and facilities located and operating within the boundaries of the Chanhassen High School District #112; 

3.2.2        improve and enhance safety and playability of the fields and practice facilities where our community teams participate in diamond sports;  and

3.2.3        foster and enhance the development of a community environment that encourages broad opportunities to play and enjoy diamond sports and to promote player development while demonstrating that fun matters in the sport.

Article 4 – Powers

4.1   This corporation shall have the power to raise money and to complete projects that support diamond sports within the boundaries of Chanhassen High School.  It shall not take any actions nor make any rules that are inconsistent with the Minnesota High School League, Minnesota Independent School District #112 or the various community programs it may elect to support.

Article 5 - Membership

5.1   Voting members of the Dugout Club include all dues-paying members of the corporation.  (Payment of Dues is constituted by a financial donation to the Dugout Club in an amount determined by the Dugout Club during the past or current fiscal year.)  Further, the head coach/manager of the Chanhassen High School varsity baseball and softball teams are automatically voting members of the Dugout Club.  All members in good standing will be invited to the corporation’s annual meeting.

Article 6 - Board of Directors

6.1   NUMBER AND APPOINTMENTS. The Board of Directors is responsible for the business and affairs of the corporation and shall consist of a minimum of nine (9) and not more than twenty (20) directors.

6.1.1    The initial Board of Directors shall be appointed by the incorporator to serve as a director until the corporation’s first annual meeting or until their successors shall have been elected and qualified.

6.1.2    Directors may serve an unlimited number of terms.

6.1.3    A director will hold office until the term for which the director was elected or appointed ends and a successor is elected and qualified, or until the earlier death, resignation, removal, or disqualification of the director.

6.1.4    Unless otherwise designated herein, all directors must be voting members of the corporation. 

6.1.5    Board members will be elected at the corporation’s annual meeting by a majority of the voting membership of the corporation in attendance and shall serve two year terms.

6.1.6    In the event of a board vacancy, a director’s un-expired term may be filled on an interim basis by a majority vote of the remaining members of the Board of Directors, with said director serving until the next annual meeting of the Dugout Club. 

6.1.7    The corporation’s Board of Directors may select a three-member nominating committee at least one month prior to each annual meeting. The nominating committee will receive nominations for candidates who wish to serve on the corporation’s Board of Directors and will present the nominations at the annual meeting in October, at which time additional nominations may also be made by any voting member of the Dugout Club. Newly elected board members and officers will assume their responsibilities at the close of the annual meeting.

6.1.8    At a minimum, the Board of Directors shall include directors who fulfill one or more of the following positions:

  • ·     President
  • ·     Vice-President
  • ·     Treasurer
  • ·     Secretary
  • ·     Dugout Club Communication Officer
  • ·     Dugout Club Cities/District Liaison
  • ·     Dugout Club Alumni Coordinator
  • ·     Dugout Club Field Maintenance Coordinator
  • ·     Dugout Club Fundraising Coordinator
  • ·     CNHS Head Baseball Coach/Manager or designated representative
  • ·     CNHS Head Softball Coach/Manager or designated representative
  • ·     Chanhassen Youth Baseball designated representative
  • ·     Chanhassen Youth Softball designated representative
    • ·     Chanhassen Post #580 Legion/Junior Legion Baseball Coach/Manager or designated representative
    • ·     Chanhassen Redbirds Coach/Manager or designated representative

6.2   REMOVAL OF DIRECTORS. A director may be removed with or without cause by a majority vote of the entire Board of Directors of the corporation provided, however, that a director shall not be removed from office unless the notice of the annual or special meeting at which removal is to be considered states such purpose.  When a member of the Board of Directors has been removed, a new director may be elected at the same meeting pursuant to Article 6.1.6.

6.3   ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held on the first Monday in December of each year, or such other date as the Board may determine for the purposes of the election of officers for the ensuing year and to transact such other business as may properly come before the meeting. The vote of a majority of members present at the meeting shall be sufficient to elect the Board of Directors or to transact such other business as may properly come before the meeting.

6.4   REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the registered office of the corporation, or at such other place as may be designated, at a time to be determined by the president. 

6.5   SPECIAL MEETINGS. Special meetings of the Board of Directors may be called for any purpose or purposes either by the president, or during that person’s absence, by a vice-president, after at least twenty-four (24) hours notice to each member of the Board of Directors.

6.6   NOTICE OF MEETINGS. Except as otherwise provided in these Bylaws or by law, notice shall be given to each member of the Board of Directors of the time and place of each meeting of the Board of Directors either personally, by mail, telephone, fax or email.  Any member of the Board of Directors may either before or after the meeting, waive notice thereof, and without notice, any member of Board of Directors, by their attendance at any meeting shall be deemed to have waived notice thereof.

6.7   BOARD ACTIONS. Each member of the Board of Directors shall have one vote. Issues presented for Board approval shall be passed by a majority vote of those present. Any action required or permitted to be taken at a meeting of the corporation’s Board of Directors may be taken by written action signed, or consented to by authenticated electronic communication (email), by the number of Directors that would be required to take the same action at a meeting of the Board of Directors at which all Directors were present, except action requiring member approval in which case Action of the Board of Directors must be signed, or consented to by authenticated electronic communication, by all of the Directors.  Such written action shall be effective on the date on which the last signature is placed on such writing or writings, or such earlier effective date as is set forth therein.

6.8   QUORUM. At all meetings of the Board of Directors, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, but if less than a quorum are present, those members of the Board of Directors present may adjourn the meeting from time to time until a quorum shall be present.

6.9   COMPENSATION. The Board of Directors shall not be compensated for services performed, but shall be reimbursed by the corporation for expenses approved by the Board of Directors.

6.10 NO LOANS TO DIRECTORS. The corporation shall not lend any of its financial assets to any member of the Board of Directors of the corporation.

Article 7 - Officers

7.1   DESIGNATION AND ELECTION. The Board of Directors shall elect a president, vice president, secretary and treasurer, and any other officers and agents deemed to be necessary. An officer shall also be a member of the Board of Directors of the corporation. No person may hold the offices of president and vice president at the same time, but any person may hold any other two offices at the same time.  The general duties of the corporation’s officers shall be as follows:

7.1.1    DUTIES OF PRESIDENT. The President shall preside at all meetings of the Board of Directors and of the members and the President shall have the powers and perform such additional duties as may be assigned to this person by resolution of the Board of Directors.  The President shall be an ex-officio member of all committees.  The President shall be the corporation’s key liaison with the Chanhassen High School baseball and softball coaches/managers and Athletic Director and will assist in coordinating the work of the officers, committees, and designees of the corporation so as to aid the Dugout Club in meeting its mission in a manner consistent with the objectives of the Chanhassen High School Baseball and Softball Programs as well as the other community-based diamond sports programs and facilities located and operating within the boundaries of the Chanhassen High School District #112.

7.1.2    DUTIES OF VICE PRESIDENT.  The Vice-President shall assist the President in the performance of his/her duties, perform the duties of the President in his/her absence and perform such duties as assigned by the President of the Dugout Club.

7.1.3    DUTIES OF SECRETARY. The Secretary shall attend all meetings of the Board of Directors and of the members, maintain a list of Dugout Club voting members, and record all votes and keep minutes for all proceedings.  The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors.

7.1.4    DUTIES OF TREASURER. The Treasurer shall have custody of the corporation’s funds and shall keep full and accurate account of the receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.  The Treasurer shall make financial reports available to the Dugout Club at all scheduled meetings and at other times as requested by the President or a member of the Board of Directors and shall perform such other duties as designated by the President.  

7.1.5    COMMUNICATIONS OFFICER: The Communications Officer shall establish appropriate methods to communicate with the community and organization’s membership regarding the activities of the Dugout Club and the CNHS baseball and softball programs.  At a minimum, the Dugout Club will maintain a web site with relevant information or links to appropriate sites.  Additional methods of communication may include newspaper features, direct mail, emails, etc.

7.1.6    CITIES LIAISON: The Cities Liaison shall coordinate with each individual City with respect to the activities necessary to meet the goals established by the Dugout Club.

7.1.7    DISTRICT 112 LIAISON:  The District 112 Liaison shall coordinate with Independent School District 112 and Chanhassen High School representatives with respect to the activities necessary to meet the goals established by the Dugout Club.

7.1.8    ALUMNI COORDINATOR   The Alumni Coordinator is responsible for the upkeep of data on individual alumni.  This responsibility includes, but is not limited to: tracking, monitoring and changing of alumni address, employer, phone, email and other alumni information when changes are secured from any source.  The Alumni Coordinator is responsible for the organization and execution of all alumni mailings. This responsibility includes, but is not limited to: occasional writing, editing, mail merging, sorting, addressing, and envelope stuffing.  The Alumni Coordinator is responsible for assisting in the planning and execution of all alumni events. Additionally, the Alumni Coordinator is responsible for the tracking of all registration, payment and attendance for all alumni events.

7.1.9    FIELD MAINTENANCE COORDINATOR:  The Field Maintenance Coordinator shall coordinate, directly or by delegation, all of the following when and if applicable: direct and coordinate a program for diamond sports facility maintenance and improvement; organize the construction, renovation, maintenance, and repair of fields and turf areas as well as the purchase and/or rental of equipment and materials required to maintain and improve the facilities; and assist in the hire, transfer, suspension, or discharge of assigned personnel and the organization of volunteers to assist with facility maintenance and improvement.

7.1.10  FUND RAISING COORDINATOR: The Fund Raising Coordinator shall coordinate fund raising activities necessary to meet the goals established by the Dugout Club.

7.2   REMOVAL OF OFFICERS. Any officer may be removed by the Board of Directors with or without cause.

7.3   SPECIAL POWERS. Any officer may be vested by the Board of Directors with any power and charged with any duty not contrary to law or inconsistent with these Bylaws.

7.4   ADVISORY COMMITTEE. The Board of Directors may appoint an Advisory Committee consisting of an unlimited number of persons who may or may not be Voting Members. The Advisory Committee shall advise the corporation in any capacity that the Board deems appropriate and shall make recommendations to the corporation as to overall work and programs.

7.5   NO LOANS TO OFFICERS. The corporation shall not lend any of its financial assets to any officer of the corporation.

7.6   COMPENSATION. Officers shall not be compensated for services performed, but shall be reimbursed by the corporation for expenses approved by the Board of Directors.

Article 8 - Standing Committees

Standing Committees may be created or abolished by the corporation’s Board of Directors at any time to conduct the business of the Dugout Club. The term of all Standing Committees will automatically expire at the annual meeting each year, unless terminated earlier by the Board of Directors.

8.2   Standing Committees may include but are not limited to:

  • ·         Facilities Maintenance
  • ·         Promotional Events
  • ·         Fund Raising
  • ·         Annual Banquet

8.3   Committees exist to help forward the objectives of the Dugout Club and shall undertake no work absent the consent and direction of the organization’s Board of Directors.

8.4   The President shall be an ex-officio member of all committees except for the Nominating Committee.

Article 9 - Corporate Seal

9.1   The corporation shall not have a corporate seal.

Article 10 - Indemnification of Officers, Directors, Employees and Agents

10.1 INDEMNIFICATION. To the full extent permitted by Minnesota Statutes, the corporation shall indemnify each member of the Board of Directors, officers, employees, or agents of the corporation, against expenses, including attorney fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred to the fullest extent to which officers and members of the Board of Directors may be indemnified under the terms and conditions of the Minnesota Non-Profit Corporation Act, or any amendments thereto or substitutions therefor.

10.2 INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who may be indemnified to the extent of the right to indemnity under this Article.

 Article 11 – Employees/Independent Contractors

11.1 The corporation may employ such employees and/or independent contractors as the Board of Directors deems necessary from time to time.

Article 12 - Deposits

12.1 All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may designate or as may be designated by any officer or officers or agents of the corporation to whom such power may be delegated by the Board of Directors.  For the purpose of such deposit any person or persons to whom such power is so delegated may endorse, assign and deliver checks, drafts and such other orders for the payment of money which are payable to the order of the corporation.

 Article 13 - Dissolution

13.1 This corporation may be dissolved in accordance with the laws of the State of Minnesota. Upon the dissolution of this corporation, any remaining assets shall be distributed to organizations organized and operated exclusively for religious, charitable, educational or scientific purposes and shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, as amended, and in accordance with the relevant provisions of the Articles of Incorporation.

Article 14 – Amendment of Bylaws

14.1 VOTE. These Bylaws may be amended by a two-thirds majority vote of the members of the Board of Directors.

14.2 NOTICE. Notice of the meeting for the proposed amendment shall be given to each member of the Board of Directors.

Article 15 - Legislation Activities

15.1 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 or in opposition to any candidate for public office.

Article 16 - Fiscal Year

16.1 The fiscal year of the corporation shall begin on the first day of January in each year.

Article 17 - Conflict of Interest Policy

17.1 Any director, officer or key employee who has an interest in a contract or other transaction presented to the Board of Directors or committee thereof for authorization, approval or ratification shall make a prompt and full disclosure of his or her interest to the Board of Directors or committee prior to the Board acting on such contract or transaction.  Such disclosure shall include any relevant or material facts known to such person about the contract or transaction, which might reasonably be construed to be adverse to the corporation’s interest.  The body to which such disclosure is made shall thereupon determine, by a vote of seventy-five percent (75%) of the votes entitled to vote, whether the disclosure shows that a conflict of interest exists or can reasonably be construed to exist.  If a conflict is deemed to exist, such person shall not vote on, nor use his or her personal influence on, nor participate (other than to present factual information or to respond to questions) in the discussions and deliberations in respect to such contract or transaction.  Such person may be counted in determining whether a quorum is present, but may not be counted when the Board of Directors or committee of the Board takes action on the transaction.  The minutes of the meeting shall reflect the disclosure made, the votes thereon, the abstention from voting and participation.

Article 18 - Miscellaneous

18.1 Any procedures not covered by the applicable provisions of the Minnesota Non-Profit Corporation Act, the Articles of Incorporation of the corporation, or these Bylaws, shall be governed by Robert’s Rules of Order, as amended from time to time. 

These Bylaws were adopted as and for the Bylaws of Dugout Club, Inc., a Minnesota non-profit corporation, at the first meeting of the Board of Directors held on the ___ day of December, 2011.