Casper Softball Association
ARTICLE I - Name and purpose
ARTICLE II - Membership
AARTICLE III - Central Committee
ARTICLE IV - Committees
ARTICLE V - Meetings
ARTICLE VI - Managers and Coaches
ARTICLE VII - Players
ARTICLE VIII - Tournaments
ARTICLE IX - Waiver or Reduction of Fees
ARTICLE X - Indemnification
ARTICLE XI - Books And Records
ARTICLE XII Miscellaneous
NAME AND PURPOSE
Section 1: Name.
The name of the Association SHALL be called Casper Softball Association (hereinafter referred to as ("Association").
Section 2: Purpose and Philosophy
The purpose of this non-profit organization shall be to promote recreational girls Fast pitch Softball. These efforts will provide
for fellowship, physical fitness, good sportsmanship, training, and sponsorship of girls’ softball. The philosophy of
the Association includes voluntary activities to build character in the area youth through softball activities. This will be
accomplished by providing equal play and that teams are evenly matched to the extent possible. Through this
philosophy, the league shall attempt to insure that each player has the opportunity to build self-confidence both
physically and emotionally by participating in a team activity. A key component to accomplishing this goal is
through demonstrations of good character by our adult volunteers.
Section 3: Operation as Tax Exempt Organization; Exempt Activities
(a) The league will operate as an Association within the meaning of Section 501(c)(3) of the Internal Revenue
Code (“the Code”).
(b) The Association will neither have nor exercise any power, nor will it engage directly or indirectly in any activity,
that would invalidate its status as a tax-exempt organization within the meaning of Section 501(c)(3) of the
(c) Notwithstanding, any other provision in these Bylaws, no Officer, Employee, or Agent of the Association
is permitted to take any action or carry on any activity by or on behalf of the league, which is not permitted
to be taken or carried on by an organization exempt under Section 501(c)(3) of the Code.
(d) No part of the net earnings of the Association may inure to the benefit of, or be distributed to, any director,
officer, employee, or agent of the league.
(e) No Director, Officer, Employee, or Agent of neither the Association nor any private individual will be entitled to
any distribution or division of the remaining property or proceeds of the league.
(f) If the league dissolves, the balance of the money and property received by the Association, after payment of all
of the debts and obligations of the league, must be used, distributed, or transferred exclusively to an
organization or organizations with a substantially similar purpose(s) to those for which this Association is
organized. The Board of the officers will choose the exact organization(s) for such a distribution and the remaining members will vote.
Section 4: Bylaw Amendments
These bylaws may be altered, amended or repealed, and new bylaws may be made by utilizing the
(a) A motion in writing is presented to the Board of Officers at a general meeting when a quorum is
(b) Said motion shall be discussed, seconded, and approved, by a simple majority of the Board of Officers at a general meeting when a quorum is present.
(c) All Association members shall then be notified as to the date and time that an amendment will be
presented to the Membership for approval. Notification of all League members must be thirty
(30) days in advance of the date of the amendment presentation.
(d) Adoption of the amendment at the amendment presentation meeting requires a 2/3 vote of the
voting members present.
(e) An amendment that has failed to receive the necessary 2/3 vote shall not be voted on again until
the procedure outlined in this section is repeated.
Section 1: General Members
Membership in the association is open to the following:
(a) Parents and legal guardians of officially registered girls in the association.
(b) All elected and appointed officials of the association.
(c) All managers and coaches of the association.
Section 2: Voting Members
Voting members shall be those members who have attained 18 years of age.
BOARD OF Officers
Section 1: General Powers
The affairs of the league will be managed by or under the direction of its Board of Officers. The Board of
Directors shall set all reasonable and appropriate fees necessary for the operation of the league. Fees shall be
payable at time of registration and any event cost shall be payable prior to player participation in the event.
Section 2: Executive Officers
The Executive Officers of this League shall be President, Vice President, Secretary, Treasurer and Player Agent.
The Executive Officers will be the elected members of the Board of Officers. Each Executive Officer has one (1)
vote on any question before the Board of Officers and subject to a majority vote of the Membership.
Section 3: Appointed Members
The appointed members of the Board of the association shall be Equipment Manager and Coordinators. All appointed
members shall be a minimum of eighteen (18) years of age. Appointed members shall be appointed by a majority
vote of the Membership.
Section 4: Terms, Multiple Offices, Qualifications, Duties, and Limitations
(a) Number: The number of Executive Officers of the association will be at least 3 and no more than 5.
(b) Multiple Offices: The same person may hold any two or more offices, except that the President and
Treasurer should not be the same person. Each member shall have only (1) one vote regardless of the
number of positions they may represent.
(c) Qualifications: Board Officers shall be members of the league. None of the Executive Officers shall be related through
marriage. No Executive Officer shall have a family member who is also an Executive Officer.
(d) Duties: All Board Members shall consistently serve the association in good faith consistent with the goals of
the association. This includes executing the tasks of their office and consistently attending meetings during
their term in office.
a. No part of the net earnings of league shall inure to any member of the Board, nor to any other
private persons, excepting solely such reasonable compensation that the league shall pay for
services actually rendered, or allowed by the association as a reasonable allowance for authorized
expenditures incurred on behalf of the association.
b. No substantial part of the activities of association shall constitute the carrying on of propaganda or
otherwise attempting to influence legislation, or any initiative or referendum before the public, and
league shall not participate in, or intervene in (including by publication or distribution of
statements), any political campaign on behalf of, or in opposition to, any candidate for public
c. association shall not lend any of its assets to any member of the Board, or guarantee to any person the
payment of a loan by an Officer of the association.
(b) Term of Office: Each Officer elected to fill a vacancy will hold office for the duration of the unexpired
term of his predecessor in office.
Section 9: Officer Conflict of Interest
(a) If a transaction is fair to the league at the time it is authorized, approved, or ratified, the fact that any
Officer of the league is directly or indirectly a party to the transaction is not grounds for invalidating the
(b) In a proceeding contesting the validity of a transaction described in Section 9 (a), the person asserting
validity has the burden of proving fairness unless:
1. The material facts of the transaction and the Officer’s interest or relationship were disclosed or
known to the Board of Officers, and the Board authorized, approved or ratified the transaction by
the affirmative votes of a majority of disinterested officers, even though the disinterested officers
did not constitute a quorum; or
2. The material facts of the transaction and the Officer’s interest or relationship were disclosed or
known to the members entitled to vote, if any, and they authorized, approved or ratified the
transaction without counting the vote of any member who is an interested Officer.
(c) Quorum, Voting: The presence of the Director, who is directly or indirectly a party to the transaction
described in Section 9 (a), or a Director who is otherwise not disinterested, may be counted in determining
whether a quorum is present but may not be counted when the board of officers takes action on the
(d) Indirectly. A Director is “indirectly” a party to a transaction if he or she either:
1. Has a material financial interest in the entity with which the transaction is occurring; or
Is an officer, Director, or general party with the entity with which the transaction is occurring.
(e) Grant Exception. If a Director of the league is also an Officer or Director of both parties to a transaction
involving a grant or contribution, without consideration, from one entity to the other, that Director is not
“indirectly” a party to the transaction so long as the Director does not have a material financial interest in
the entity that receives the grant or contribution.
Section 10: Powers and Duties
The President will:
(a) be the principal executive Officer of the association and assume responsibility for the Board’s operations.
(b) ensure that all orders, resolutions and directives of the Board of Officers are carried into effect.
(c) preside at all board meetings.
(d) enforce the By-Laws and any amendments to them.
(e) appoint all committees and serve as an ex-officious member of all committees.
(f) cast the deciding vote in the event of a tie vote at Board meetings.
The Vice President will:
(a) have all the powers and perform all the duties of the President in the absence or incapacity of the President
(b) be subject to the same restrictions as the president .
(c) assist the president in the discharge of duties as the president may direct.
(d) preside at all meetings in the absence of the President.
(e) be responsible for the proper conduct of all regular or special elections.
(f) coordinate the preparation of game schedules for all divisions.
(g) chair the nominating committee and co-chair registration, and tournament committees.
(h) be responsible for the solicitation of sponsors.
(i) coordinate the rescheduling of rain-outs and make-up games with the designated officiating organization.
The Treasurer will:
(a) keep full and correct account of receipts and disbursements in the books belonging to the league, and must
deposit all moneys and other valuable effects in the name and to the credit of the league, in the bank(s)
designated by the Board of Officers.
(b) will dispose of funds of the league as may be ordered by the Board, taking proper vouchers for such
disbursements, and must render to the President and the Board of Officers, whenever they may require it,
an account of all his or her transactions as Treasurer and of the financial condition of the league.
(c) perform any other duties assigned to him or her by the President.
(d) maintain the League's official bank account(s) and make monthly reports at the regularly-scheduled
meetings identifying the previous month's receipts, disbursements and current balance(s).
(e) sign all checks issued from the League's bank account and ensure that the appropriate countersignature of
another board member(s) has been made.
(f) maintain printed record of all receipts and disbursements.
(g) at the end of term in office, the Treasurer shall audit the League's official account(s) with the Treasurer-
Elect, President, and President-Elect and report findings at the next regular Board meeting.
The Secretary will:
(a) act as Secretary of the Board of Officers.
(b) give, or cause to be given, all notices in accordance with the provisions of these bylaws or as required by
(c) keep the minutes and attendance of each meeting and submit a written report at the following meeting.
(d) supervise the custody of all records and reports and will be responsible for the keeping and reporting of
adequate records of all meetings of the Executive Board.
(e) maintain the official League roster of active members.
(f) maintain the official copy of the League's By-Laws.
(g) file appropriate documentation with government agencies to maintain not for profit and/or tax-exempt
(h) perform such other duties as may be assigned from time to time by the President.
The Player Agent will:
(a) act as liaison between the Executive Board, coaches, parents and players.
(b) maintain player information & history sheets.
(c) maintain team won-lost standings throughout the year.
(d) conduct the League's draft.
(e) register and assign players to teams in unusual situations after the draft has been concluded.
(f) conduct background checks on managers and coaches in conjunction with local law enforcement
(g) conduct the League's registrations.
(h) record scores of all official League games and provide to Secretary.
(i) perform all other duties as the office may require or as directed by the President.
The Equipment Manager will:
(a) be responsible for the inventory of all league equipment prior to the beginning of the playing season.
(b) be responsible for the distribution of all league equipment to the coaches at the beginning of the season.
(c) be responsible for the collection, inventory and storage of all league equipment at the end of the season.
(d) be responsible for maintaining, repairing, and/or replacing league equipment during the playing season.
(e) at the conclusion of the playing season shall present to the Executive Board an equipment inventory and
recommendations for new equipment to be purchased for the following season.
(f) be responsible for the purchase of new equipment approved by the Executive Board.
A sufficient number of Coordinators shall be appointed to organize league activities deemed necessary by the
President of the Board of Directors.
The Coordinator will:
(a) Act as liaison between the managers, coaches, players and the Player Agent.
(b) Be responsible for informing Player Agent of any and all problems, situations and occurrences (including
the conduct of managers, coaches, parents and players).
(c) Be responsible for the dissemination of pertinent information from the Board to the managers and coaches.
(d) Be responsible for having all managers, coaches, parents and players participate in fund-raising
Section 1: Nominating
Unless otherwise directed by the Executive Officers, the Vice President shall chair the Election Nominating
Committee consisting of three (3) to five (5) persons inclusive. This committee will be presented by name for
approval at the regular May general meeting.
The Nominating Committee shall present their slate of nominations before the Executive Board at the regular June
general meeting. Nominations will be made by the Committee and then the meeting will be opened for nominations
from the general meeting audience. It is recommended that the Committee propose two (2) candidates for each
office to be filled.
Section 2: Fund Raising
Unless otherwise determined by the Executive Officers, the Treasurer shall chair the Fund-Raising Committee
consisting of three (3) to five (5) persons inclusive. This committee will be presented by name to the Board for
approval no later than the November Board meeting.
The Fund-Raising Committee will also coordinate efforts and information with the respective coordinators.
Section 3: Other Committees
The President may appoint any such committee as he or she deems necessary for the operation of the Association. The
President will appoint one (1) member to be the chair of each committee. Committees need not be composed of
members, but must report directly to the board of officers, which will report to the Membership.
Section 4: Quorum; Voting
A majority of the entire committee will constitute a quorum for committee action at any meeting of the committee.
The act of a majority of committee members present and voting at a meeting at which a quorum is present will
constitute the act of the committee.
Section 5: Duties and Limitations
All committee members will serve at the direction of the Board of Directors. Each committee may only exercise the
authority granted to it by the Board of Directors that are consistent with the goals of the committee.
Section 6: Term, Vacancies
(a) Term: Each member of a committee will remain on that committee until the next annual meeting of the
league and until his or her successor is appointed, unless the committee is terminated, a member is removed
from the committee group by the Board of Directors, or the member ceases to qualify as a member.
(b) Vacancies: The chair of any committee may fill vacancies in the membership of their committee by
submitting the name for approval by the Board of Directors.
Section 7: Participation at Meetings by Conference Telephone
Committee members may participate in and act at any committee meeting by telephone or other communications
equipment so long as all persons participating in the meeting can communicate with each other. Telephonic or
electronic committee member participation in a meeting will constitute attendance and presence at the meeting.
Section 8: Meetings of Committees
Subject to action by the Board of Directors, each committee by majority vote of its members shall determine the
time and place of meetings and the notice required therefor.
Section 9: Informal Action
(a) General: Any action required to, or which may, be taken at a meeting of a committee may be taken without
a meeting if it is consented to in writing by the all of the committee members.
(b) Written Consent: The written consent must be evidenced by one or more written approvals from the
members; each approval must set forth the action to be taken and provide a written record of approval. The
approvals must be delivered to the Secretary of the association and filed in the Association records.
(c) Effective Date: Any action taken by the Board pursuant to this Section will be effective when all of the
officers have approved the written consent unless the consent specifies a different effective date.
Section 1: Annual Meetings
The annual meeting of the Association will be held in September at the place determined by the Board of
Section 2: Regular Meetings
The Board of Officers will hold regular meetings at the time and place designated by resolution of the Board of
Officers. Meeting schedules shall be published by email, newsletter or website at least seven (7) days prior to
each meeting. Roberts Rules of Order, in its latest revision, shall govern at all meetings when consistent with the
By-Laws of the Association.
Section 3: Special Meetings
Special meetings of the Board of Directors may be held at any time but only if they are properly noticed pursuant to
Art. IV, Sec. (4). The meetings may be called by the President or by a written request from any two (2) Executive
Officers. Any member of the association may request a special meeting by submitting a written request to the Board of
Officers explaining the reason for that request. Special meetings of the Membership will be held at the place.
specified in the call for the meeting. Committee meetings will be held at the discretion of the Chairman of the
Section 4: Notice of Meetings
(a) Timing: Notice of each meeting must be delivered by or at the direction of the Secretary to each member at
least five (7) days, but not more than sixty (60) days, before the day on which the meeting is to be held.
(b) Delivery: Notice may be given electronically via facsimile, e-mail or other electronic delivery methods
permitted by law.
(c) Waiver: Notice may be waived in writing by an officer, either before or after the meeting. Attendance of a
Director at any meeting shall constitute a waiver of notice of such meeting except where the Officer
attends the meeting for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
(d) Description of Meeting in the Notice: Neither the business to be transacted at, nor the purpose of, any
special meeting of the Board of Directors need be specified in the notice or waiver of notice of such
Section 5: Quorum; Voting; Proxies
a) Voting: If a quorum is present, the act of the majority of the Membership present is equivalent to the act of the
entire Membership unless the act of a greater number is required by law, the Articles of Incorporation
of the Association, or these bylaws.
b) Proxies: Proxies may be carried.
c)Quorum: A quorum shall consist of a majority of the number of Membership present.
Section 6: Presumption of Assent
If a Member is present at a meeting of the Membership, he or she will be conclusively presumed to have
assented to any corporate action taken at the meeting unless any of the following occurs:
(a) His or her dissent was entered in the minutes of the meeting,
(b) He or she filed a written dissent to the action with the person acting as the secretary of the meeting before
(c) He or she forwarded such dissent by registered or certified mail to the Secretary of the Association immediately
after the meeting adjourned. However, this right to dissent will not apply to a Member who voted in favor
of an action.
Section 7: Electronic Participation at Meetings
Members may participate in and act at any meeting of the Membership through the use of a conference
telephone or other communications equipment so long as all persons participating in the meeting can communicate
with each other. Email is not considered a proper form of electronic participation at a meeting of the Membership. Telephonic or electronic director participation in a meeting will constitute attendance and presence at the
Section 8: Informal Action; Written Consent; Effective Date; Conveyances
(a) Informal Action: Any action required to, or which may, be taken at a meeting of the Membership
may be taken without a meeting if it is consented to in writing by the all of the Members.
(b) Written Consent: The written consent must be evidenced by one or more written approvals from the
officers; each approval must set forth the action to be taken and provide a written record of approval. The
approvals must be delivered to the Secretary of the league and filed in the corporate records.
(c) Effective Date: Any action taken by the Membership pursuant to this Section will be effective when all of the
Members have approved the written consent unless the consent specifies a different effective date.
(d) Conveyances: Written consents in ARTICLE IV includes conveyances such as e-mails and faxes.
COACHES AND ASSISTANT COACHES
Section 1: Eligibility & Responsibilities
All Coaches must be at least eighteen (18) years of age.
Each team will have One (1) Coach and one (1) or more Assistant Coaches. Coaches and Assistant coaches SHALL have USA Registration Certification. If a Coach or any Assistant Coaches cannot be present for a game or practice, a parent from that team may be used. Coaches, Assistant Coaches and any Parent volunteering in a Coaching role shall understand and follow
the Associations Objectives, Philosophies, and Codes of Conduct.
Section 2: Selection
Volunteers will be requested at the time of registration. Selection of Coaches will be made by the Executive
Officers from a list of volunteers. All Coaches and Assistant Coaches must obtain a majority vote of confidence from
the Executive Officers and sign any required league Codes of Conduct.
Section 3: Background Check
All Coaches and Assistant Coaches will be subjected to a background check as required by USA Registration Certification.
Section 4: Disciplinary Action
Appropriate disciplinary action may be taken by the Board of Officers against a Coach for violations of the Code of
Conduct or failure to effectively Coach his/her team in accordance with the goals of the Association. Disciplinary action
can include but is not limited to: Verbal Warnings, Written Warnings, Suspension, and Removal. Any action taken
against a Coach can be referenced by the Board for a period of 1 year.
Section 5: Removal
In the event that removal of a Coach or Assistant Coach is called, This SHALL be done in writing along with an explanation and submitted to the Board Of Officers. A meeting of the membership shall be called to discuss the matter. The Membership will then vote whether or not to keep the Coach or Assistant Coach. If the membership cannot come to a decision, then the Board Of Officers will have final say.
Section 1: Divisions
The Board of Officers will select the organization(s) to participate in which provide for organized Spring, Summer,
and/or Fall girls softball play. The Board may modify the Associations age divisions based on the available
organizations and roster-ed players in the league.
associations Divisions include: 10U, 12U, 14U, 16U, 18U.
Division assignment is determined as follows:
(a) 10U: Girls 10 - 8 years old as of 1/1 of the current year.
(b) 12U: Girls 12 - 9 years old as of 1/1 of the current year.
(c) 14U: Girls 14 - 12 years old as of 1/1 of the current year.
(d) 16U: Girls 16 - 14 years old as of 1/1 of the current year.
(e) 18U: Girls 18 - 16 years old as of 1/1 of the current year.
The Board of Directors may approve any player who wishes to play outside of divisional age brackets. It is
recommended that input from the previous year’s Coach and Parents be assessed. Player safety will be the primary concern in
any decision to promote a player.
Players Shall not be subjected to Tryouts. If a player shows interest, she shall be allowed to play. No matter her experience/skill level.
Section 1: Participation
The Association will play in as many Sanctioned Tournaments as possible. While there will be emphasis on winning, the core goals and
philosophies of the Association SHALL be observed.
Section 2: Tournament Selection
The Board of Officers shall determine in which tournaments the divisions will participate. Tournament selection will
be based on:
(a) Alignment with the goals and philosophies of the league.
(b) Opportunity to provide a positive experience to the Association players
(c) Recommendations of regular season coaches
(d) Availability of teams to participate
(e) Availability of funds to participate
WAIVER OR REDUCTION OF FEES
It is the general policy of this league that any fees or charges associated with the charitable services or products of
the league will be waived or reduced in accordance with each recipient’s ability to pay. The league, being organized
exclusively for charitable purposes under Wyoming law, will strive to make its services and products available to the
appropriate general public without undue obstacles to access. The Board of Directors will have the discretion to
make such waivers or reductions, when appropriate, to ensure the maximum distribution of the league's charitable
services or products.
(a) Any person made or threatened to be made a party to any proceeding because he or she is, or was, a
Director or Officer of the league will be indemnified by the league against any liability and reasonable
expenses, including attorneys’ fees and disbursements, incurred by him or her regarding the defense or
settlement of the proceeding or in connection with any appearance in the proceeding.
(b) Article VI, Sec. 1(a) will not apply in any proceeding in which the Director or Officer is liable for
negligence or misconduct in the performance of his or her duties.
(c) Such rights of indemnification will not be exclusive of any other rights to which such Director or Officer
may be entitled apart from this provision.
(d) The Board of Directors has the power to:
1. Purchase and maintain, at the league’s expense, insurance on behalf of the league and on behalf of
others to the extent that power to do so has been or may be granted by statute; and
2. Give other indemnification to the extent permitted by law.
BOOKS AND RECORDS
Section 1: Corporate Records
The Association SHALL maintain the following books and records with its Secretary:
(a) Accurate and complete books and records of account;
(b) The original copy of its bylaws including all amendments and alterations and any other corporate
(c) The minutes of the proceedings of either the Board of Officers or any Committees established by the
Board of Officers;
(d) All documents relating to the Associations tax status;
(e) Recent annual reports;
(f) Copies of the organization’s recent newsletters, journals or other publications;
(g) Financial statements; and
(h) Insurance Policies
Section 2: Right of Inspection
(a) General Right of Inspection: Any Officer or Member may examine and make copies of the books and records
related to any of the proceedings of the Board of Officers provided that he or she has a proper purpose for
doing so. This inspection must take place at a mutually agreed upon time.
(b) Inspection by Agents: A Director’s agent or attorney may be afforded the same right under Art. VII, Sec.
2(a) so long as
(c) The books and records of account and records of the proceedings of the Board of Officers may be
examined by any Officer or Member in person or by agent or attorney for any proper purpose, and to make copies or
extracts therefrom, at any mutually agreed upon time.
Section 1: Sponsors
A sponsor may have a team preference only if there is no participant involved. If a participant is involved then they
must sponsor the participant's team.
Section 2: Contracts
All League business activities involving the exchange of goods or services for monies in excess of five hundred
dollars ($500.00) shall require a written and signed contract. All contracts shall be reviewed by the Executive Board
and signed by the Treasurer and the President or Vice President.
The Treasurer shall maintain copies of all League contracts.
Section 3: Attitudes and Actions of Participants and Fans
The purpose of the league is to develop sportsmanship, camaraderie, and team-work skills through athletic
competition. As such, the attitudes and actions of participants and fans shall promote these goals. League
participants and fans using profane or abusive language, exhibiting violent behavior, demonstrating disrespect for
authority or other League participants, or participating in activities which compromise the League's goals, will have
their League membership revoked.
No alcoholic beverages will be permitted on the grounds during games or practices.
Section 4: Depositories
All funds of the Association not otherwise employed will be deposited from time to time to the credit of the
Association in any Banks, Trust Companies or other Depositories designated by the Board of Officers.
Section 5: Checks, Drafts, Notes, Etc.
All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued
in the name of the Association Shall be signed by at least two (2) Executive Officers.
Section 6: Fiscal Year
The fiscal year of the league will end on the last day of December of each year.
Section 7: Delivery of Notice
Any notices will be considered to be “delivered” when any of the following occurs:
(a) Notice is transferred or presented to the proper party;
(b) Notice is deposited in the United States mail with proper postage and is addressed to the proper party at his,
her, or its address as it is listed in the records of the league; or
(c) Notice is transmitted by electronic means such as e-mail, facsimile, or any other contact information
appearing on the records of the league that is authorized or approved in the articles of incorporation.
Section 9: Gifts
The Board of Directors may accept on behalf of the league any contribution, gift, bequest or devise for the
general purposes or for any special purpose of the league.
Section 10: Construction
If any portion of these bylaws is found to be invalid or inoperative, then so far as is reasonable and possible:
(a) The remainder of these bylaws will be considered valid and operative; and
(b) Effect will be given to the intent manifested by the portion held invalid or inoperative.
Section 11: Effective Date
These bylaws will be effective upon acceptance by the Membership.