DEMONS Softball Club Inc.

(Adopted 03/11/04)

ARTICLE 1

OFFICES

SECTION 1. PRINCIPAL OFFICE

The principal office of the corporation is located in Bannock County, State of Idaho.

SECTION 2. CHANGE OF ADDRESS

The designation of the county or state of the corporation's principal office may be changed by amendment of these By- laws. The Board of Directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:

SECTION 3. OTHER OFFICES

The corporation may also have offices at such other places, within or without its state of incorporation, where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.

ARTICLE 2

NONPROFIT PURPOSES

SECTION 1. IRS SECOND 501(C)(3) PURPOSES

This corporation is organized exclusively for educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

In particular, this corporation is organized and operated -

(1) Exclusively to foster national or international amateur sports competition, and

(2) Primarily to conduct national or international competition in sports or to support and develop amateur athletes for that competition

SECTION 2. SPECIFIC OBJECTIVES AND PURPOSES

The specific objectives and purposes of this corporation shall be:

1. To stimulate interest for fast-pitch softball;
2. To promote and establish support for fast-pitch softball in the community;
3. To provide a forum for public relations with the community;
4. To support competitive fast-pitch softball events and the participation of youth in these events; and
5. To acquire resources to achieve the aforementioned purposes.

ARTICLE 3

DIRECTORS/OFFICERS

SECTION 1. NUMBER

The corporation shall have three (3) or more directors/officers and collectively they shall be known as Board of Directors.

SECTION 2. QUALIFICATIONS

Directors/officers shall be of the age of the majority of this state.  Any person may serve as a director/officer of this corporation with the approval of the current directors/officers in office.

SECTION 3.  POWERS

Subject to the provisions of the laws of this state and any limitations in the Articles of Incorporation and these Bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION 4. DUTIES

It shall be the duty of the directors/officers to:

(a)Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;

(b)Supervise all directors/officers of the corporation to assure that their duties are accomplished

(c)Meet at such times and places as required by these Bylaws;

(d)Register their addresses with the Secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.

SECTION 5. TERM OF OFFICE

Each director/officer shall hold office for one year, or until resignation or removal from other directors/officers.  Directors will be elected at each annual meeting.

SECTION 6. COMPENSATION

Directors/officers shall serve without compensation.  However, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties.

SECTION 7. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the Board of Directors.

SECTION 8. REGULAR MEETINGS

An annual meeting will be held during the month of January and a follow up meeting in June at a time and place designated by the officers.

SECTION 9. SPECIAL MEETINGS

Special meetings of the Board of Directors may be called by a director/officer, by any two directors/officers, or, if different, by the persons specifically authorized under the laws of this state to call special meetings of the board.  Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.

SECTION 10. NOTICE OF MEETINGS

Unless otherwise provided by the Articles of Incorporation these Bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:

(a)    At least a 1-day notice shall be provided in advance of any association meeting.  Every effort will be made to notify all interested parties and members of the Association of upcoming meetings.  Such notice may be oral or written and may be given personally, by first class mail, by telephone, or by facsimile.

(b)    Special meetings – at least one week prior notice shall be given by any of the officers of the corporation.  Such notice may be oral or written and may be given personally, by first class mail, by telephone, or by facsimile.

SECTION 11. QUORUM OF MEETINGS

A quorum shall consist of one-third (1/3) of the members of the Boards of Directors.

Except as otherwise provided under the Articles of Incorporation these Bylaws, or provision of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn.

SECTION 12. VACANCIES

Vacancies on the Board of Directors shall exist (1) one year, resignation or removal of any director, and (2) whenever the number of authorized directors is increased.

Any director/officer may resign effective upon giving written notice to the Board of Directors unless the notice specifies a later time for the effectiveness of such resignation.  No director may resign if the corporation would then be left without a director in charge of its affairs, except upon notice to the Office of Attorney General or other appropriate agency of this state.

Directors/officers may be removed from office, with or without a cause, as permitted by and in accordance with the laws of this state.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the board may be filled by approval of the board of directors.  If the number of directors/officers then in office is less that a quorum, a vacancy on the board may be filled by approval of a majority of the directors/officers then in office or by a sole remaining director.

SECTION 13. GENERAL

1. The rules in the current edition of Robert's Rules of Order shall govern the association, the Board of Directors, and all subcommittees in all cases to which they apply and do not conflict with the specific provisions of these Bylaws or any special rules that the association may adopt.
2. If any part of these Bylaws or the application thereof is hereafter held invalid or unenforceable, the remainder shall not be affected thereby, and only the affected portions are declared eliminated.
3. No director/officer, representative, spokesperson or member shall have any financial liability of the association.

SECTION 14. INDEMNIFIED BY CORPORATION OF DIRECTORS AND OFFICERS

The directors and officers of the corporation shall be indemnified by the corporation to the fullest extent permissible under the laws of this state.

SECTION 15. OFFICERS AND DUTIES

There shall be three officers of the board, consisting of President, Vice-President, and Secretary/Treasurer.  Their duties are as follows:

The chair shall convene annual board meetings, shall preside or arrange for other members of the Board of Directors to preside at each meeting in the following order: Vice-President, Secretary/Treasurer The President will be responsible for the day-to-day responsibilities (operations) for the organization, including carrying out the organization’s goals and policies, shall chair the financials/funds of the corporation, and make financial information available to other board members.  The board can designate other duties as necessary.

The Vice President shall chair committees on special subjects as designated by the board.

The Secretary/Treasurer shall chair committees on special subjects as designated by the board.

ARTICLE 4

DISSOLUTION CLAUSE

SECTION 1. PURPOSE AND DISSOLUTION

The corporation shall adopt the following:

1. Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
2. Upon the dissolution of the organization, 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 federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.
3. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization 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 the purpose clause hereof.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization 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 this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization 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 an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

ARTICLE 5

EXECUTION OF INSTRUMENT

SECTION 1. EXECUTIVE OF INSTRUMENT

The Board of Directors, except as otherwise provided in these Bylaws, may be resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and behalf of the corporation, and such authority may be general or confined to specific instances.  Unless so authorized, no officer or agent shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

SECTION 2. GIFTS/DONATIONS

The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.

ARTICLE 6

CORPORATE RECORDS/REPORTS

SECTION 1. MAINTANENCE OF CORPORATE RECORDS

The corporation shall keep at its principal office:

1. Adequate and correct books and records of account, including accounts of its business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
2. A record of its members, if any, indicating their names and addresses and, if applicable, the class of membership held by each member and the termination date of any membership;
3. A copy of the corporation’s Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.

SECTION 2. DIRECTORS’/OFFICERS’ INSPECTION RIGHTS

Every director/officer shall have the absolute rights at any reasonable time to inspect and copy all books, records and documents of every kind and shall have such other rights to inspect the books, and records of this corporation, as may be required under the Articles of Incorporation, other provisions of these Bylaws, and provision of law.

SECTION 3. PERIODIC REPORT

The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, of this corporation, to be so prepared and delivered within the time limits set by law.

ARTICLE 7

CONFLICT OF INTEREST POLICY

SECTION 1. PURPOSE

The purpose of the conflict of interest policy is to protect this tax-exempt organization’s, DEMONS Softball Club, interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization 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 organizations.

SECTION 2. DEFINITIONS

A.     Interested Person

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

2. Financial Interest

A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
2. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
3. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

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

A financial interest is not necessarily a conflict of interest.  Under Article 7, Section 3, 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.

SECTION 3. DEFINITIONS

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 of 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
   1. 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.
   2. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
   3. After exercising due diligence, the governing board or committee shall determine whether the organization 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.
   4. If a more advantageous transaction or arrangement is not reasonable 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 organization’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

1.      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.

2.      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 disciplinary and corrective action.

SECTION 4. RECORDS OF PROCEEDINGS

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

1.      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.

2.      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 cotes taken in connection with the proceedings.

SECTION 5. COMPENSATION

1. A voting member of the governing board who received compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
2. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.
3. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who received compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

SECTION 6. ANNUAL STATEMENTS

Each director, principal office and member of a committee with governing board delegated powers shall annually sign a statement, which affirms such person:

1. Has received a copy of the conflicts of interest policy,
2. Has read and understands the policy,
3. Has agreed to comply with the policy, and
4. Understands the organization 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.

SECTION 7. PERIODIC REVIEWS

To ensure the organization 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 reviews shall, at a minimum, include the following subjects:

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization’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 an excess benefit transaction.

SECTION 8. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in Article 7, Section 7, the organization 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.

ARTICLE 8

IRS 501(C)(3) TAX EXEMPTION PROVISIONS

SECTION 1. LIMITATIONS ON ACTIVITIES

No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by Section 501(h) of the Internal Revenue Code, and this 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.

Notwithstanding any other provisions of these Bylaws, this corporation shall not carry on any 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 (b) by a corporation contributions to which are deductible under Section 170 (c)(2) of the Internal Revenue Code.

SECTION 2. DISTRIBUTION OF ASSETS

Upon dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation must be used exclusively for exempt purposes, such as charitable, religious, educational, and/or scientific as stated by Section 501(c)(3) of the Internal Revenue Code.

ARTICLE 9

CONSTRUCTION AND TERMS

SECTION 1. PROVISION OF BYLAWS

If there is any conflict between the provisions of the Bylaws and the Articles of Incorporation of this corporation, then the provisions of the Articles of Incorporation shall govern.  Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws shall be unaffected by such holding.

All references in these Bylaws to the Articles of Incorporation shall be to the Articles of Incorporation, Articles of Organization, Certificate of Incorporation, Organizational Charter, Corporate Charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.

All references in these Bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.

SECTION 2. AMENDMENTS

These Bylaws may be amended when necessary by two-thirds majority of the board of directors.

 download the full copy here