BY-LAWS OF THE WINCHESTER ROYALS, INC.
A non-profit, 501(c)(3) entity
VISION STATEMENT: It is the Vision of the Winchester Royals to be the most popular sports team in the Winchester, Virginia community and the most successful team in the Valley Baseball League, in terms of community support and games won.
MISSION STATEMENT: It is the Mission of the Winchester Royals to provide active collegiate baseball players a memorable and enriching summer league experience that helps them develop both personally and professionally, and to provide the Winchester, Virginia and surrounding communities a vibrant, championship-caliber, family-oriented, hometown sports entertainment product.
ARTICLE I – NAME AND PURPOSE
SECTION 1 – Name: The name of the organization shall be The Winchester Royals, Inc., (hereinafter referred to as the Royals).
SECTION 2 – Purpose: In keeping with the requirements of 501(c)(3) entity, the Royals organization shall be exclusively for charitable purposes, including for such purposes, the management and operation of a summer collegiate baseball team in the Valley Baseball League and the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE II – BOARD OF DIRECTORS
SECTION 1 – Powers and Duties: All corporate powers and duties shall be exercised by or under the order of the Board of Directors. The number of Directors shall be not less than seven (7) and not more than fifteen (15).
SECTION 2 – NOMINATIONS AND ELECTIONS OF DIRECTORS:
2.1: Nominations: A Nominations Committee will accept and review all nominations for Directors and present its recommended slate of Directors, as well as the names of any and all nominees not slated, to the Board of Directors. Nominations for Directors may be submitted to the Nominations Committee by any Director.
2.2: Elections: Individuals nominated as Directors shall be elected by a majority vote of the Board of Directors at the Annual Meeting.
2.3: Directors, upon election, must agree to and sign a Letter of Commitment, Code of Conduct statement and Conflict of Interest statement.
SECTION 3 – TERM LIMITS OF DIRECTORS:
3.1: Term of office for Directors shall be for two (2) years. At the end of the first year, and thereafter, one half of the directors shall be elected each year.
3.2: No individual shall be elected as a Director to more than three (3) consecutive terms of two (2) years. Individuals ineligible for nomination due to term limitations will be again eligible one year after the end of their previous term.
SECTION 4 – DIRECTORS EMERITUS: The Board of Directors may, from time to time, elect Emeritus Directors in honor of their contributions and support of the organization. Directors Emeritus shall have no voting rights but may attend and participate in all regular meetings of the Board of Directors. The term of office for Emeritus Directors shall be indeterminate and at the discretion of the Board.
SECTION 5 – REMOVAL OF DIRECTORS: Any Director may be removed from the Board of Directors summarily at any time by a majority vote of the Board of Directors.
SECTION 6 – VACANCIES: Vacancies among the Directors may be filled for the remainder of the current year with nominations from the Nominations Committee or the Board of Directors and a majority vote of the Board of Directors. The term of any Director elected in such manner will expire at the end of the current year.
ARTICLE III – OFFICERS
SECTION 1 – The Board of Directors, promptly after its election each year, shall elect the following Officers: President, Vice President, Secretary and Treasurer; and may elect or appoint any other such officers as it may deem proper. An individual Director may hold more than one office, except that the same person shall not be President and Secretary.
SECTION 2 – OFFICERS’ DUTIES:
2.1: Duties of the President:
2.1a: The President shall serve as Chairperson of the Board of Directors and shall, when present, preside at all meetings of the Board of Directors.
2.1b: The President shall have general management and direction of the business of the Corporation and all powers ordinarily exercised by the President of a Corporation.
2.1c: The President shall enforce all policies and procedures of the organization; shall appoint Chairs of the various Committees and may delegate specific duties to other Directors and committees.
2.1d: The President shall be the primary representative of the Royals to any and all external partner organizations and the Winchester community.
2.2: Duties of the Vice President: In the absence of the President, the Vice President shall preside over meetings of the Board of Directors and carry out the duties and responsibilities of the President, and will follow all duties of the office of Vice President as described in the Policies and Procedures.
2.3: Duties of Secretary:
2.3a: The Secretary will be responsible for organizing, maintaining, updating and the safekeeping of all official records of the Royals, including incorporation documents, these By-Laws, Policies and Procedures, financial statements, etc. and ensuring ease of access to these documents by the Officers and Directors of the Royals, and will follow all duties of the office of Secretary as described in the Policies and Procedures.
2.3b: The Secretary will be responsible for recording minutes at all meetings of the Board of Directors and Executive Committee in accordance with procedures detailed in Roberts Rules of Order and for keeping attendance records at such, including guests.
2.3c: The Secretary will serve on the Executive Committee and attend all of its meetings and subsequent votes as necessary and be responsible for recording minutes at all Executive Committee meetings.
2.4: Duties of Treasurer:
2.4a: The Treasurer will be responsible for the oversight, management and reporting of the organization’s finances. This shall include, but is not be limited to: payroll, tax records, preparing tax forms for filing with the Commonwealth of Virginia and the Internal Revenue Service and preparing periodic financial statements, and will follow all duties of the office of Treasurer as described in the Policies and Procedures.
2.4b: The Treasurer will serve on the Finance Committee and assist with the preparation and presentation of Annual Budget to the Board of Directors at the Annual Meeting.
2.4c: The Treasurer will serve on the Executive Committee and attend all of its meeting.
SECTION 3 – Removal of Officers: Any officer may be removed summarily with or without cause by a majority vote of the Board of Directors.
SECTION 4 – VACANCIES: Vacancies among the Officers may be filled by nomination of the Executive Committee and majority vote of the Board of Directors.
SECTION 5 – OFFICERS’ TERMS: All officers shall serve a term of one (1) year or until respective successors are elected. No Director may serve as President, Vice President, Secretary or Treasurer for more than three (3) consecutive years.
ARTICLE IV – MEETINGS OF DIRECTORS
SECTION 1 – Meetings Schedule and Notice: Meetings of the Board of Directors shall be held the second Tuesday of each month, or scheduled by a majority vote of the Directors. Notice of such meetings shall be given to the Directors not less than ten (10) days in advance of the meeting and shall state the time and place of the meeting.
SECTION 2 – MEETINGS ACCESS: All meetings of the Board of Directors shall be open to the public. All discussions of matters related to personnel, including prospective hiring, termination or disciplinary action of personnel, shall occur only in Executive Session.
2.1: The Board of Directors may, by majority vote, elect to convene an Executive Session to discuss personnel or other matters appropriate to be discussed in Executive Session.
2.2: Guests or members of the public in attendance at meetings of the Board of Directors shall be asked to sign in and such names shall be listed in the minutes of the meeting.
SECTION 3 – Conduct of Meetings: Meetings of the Board of Directors shall be conducted in accordance with Robert’s Rules of Order. The President shall preside over all meetings of the Board of Directors. If he or she is not present, the Vice President shall preside. If no such officers are present, a Chairman shall be elected by Directors present at the meeting. The Secretary of the Royals shall act as Secretary at all meetings. If he or she is not present, the Chairman shall appoint a Secretary of the meeting.
SECTION 4 – Quorum: A majority of Directors serving at the time of a given meeting shall constitute a quorum at any meeting of the Board of Directors.
SECTION 5 – Voting: Each Director shall be entitled to one vote, in person or by proxy.
SECTION 6 – Annual meeting: The annual meeting of the Board of Directors shall be held during the month of October of each year. The date of the Annual Meeting shall be announced by the President or Secretary no less than 45 days prior.
SECTION 7 – Meetings through telecommunications: Any one or more Directors or members of a committee, including the Executive Committee, may participate in a meeting, in whole or in part,by means of a conference telephone or other telecommunications device which allows all persons participating in the meeting to hear each other or to see in written form the words of others, and such participation in a meeting shall be deemed presence-in-person at such meeting.
ARTICLE V – COMMITTEES
SECTION 1 – Executive Committee:
1.1: The Board of Directors shall elect an Executive Committee from among its members and authorize such committee to act on its behalf between called meetings of the Board of Directors, except as noted below. The Executive Committee shall have at least five (5) members, including the President, who shall act as Chairman of the Executive Committee, and the Vice President, Secretary and Treasurer.
1.2: Meetings of the Executive Committee may be called by the Chairman or by a majority of the members of the committee. Notice of such meetings shall be given to committee members not less than two (2) days in advance of the meeting, and shall indicate the time and place of the meeting. Committee members may, by unanimous consent, elect to waive the requirement of two (2) days’ notice. The President shall report on all actions of the Executive Committee to the full Board of Directors at its next meeting.
1.3: All decisions related to hiring and/or termination of salaried personnel shall be the responsibility of the entire Board of Directors. The Executive Committee is empowered to conduct interviews, review resumes, and make recommendations to the Board with respect to hiring personnel decisions, but final personnel decisions are to be made only by the Board of Directors as a whole.
SECTION 2 – In addition to the Executive Committee, the Board of Directors shall designate a Finance Committee and a Nominations Committees. The Board of Directors may designate additional standing and/or ad-hoc committees as needed.
ARTICLE VI – FINANCIAL PLANNING AND REPORTING
SECTION 1 – An annual budget for the upcoming year must be submitted for approval to the Board of Directors by the Finance Committee no later than the Annual Meeting in November. The Board of Directors must approve the annual budget no later than the January meeting.
SECTION 2 – Fiscal Year: The fiscal year of the Royals shall correspond to the calendar year and end on December 31st each year.
SECTION 3 – Seal: The seal of the Royals shall be a flat-faced circular die with the word “SEAL” and the name of the Corporation engraved thereon.
ARTICLE VII – INDEMNIFICATION OF OFFICERS AND DIRECTORS
Each person now or hereafter a Director or officer of the Royals (and his/her heirs, executors and administrators) shall be indemnified by the Royals against all claims, liabilities, judgments, settlements, costs and expenses, including all attorneys’ fees, imposed upon or reasonably incurred by him/her in connection with or resulting from any action, suit, proceeding or claim to which she/he is or may be made a party by reason of his being or having been a Director or officer of the Royals (whether or not a Director or officer at the time such costs or expenses are incurred by or imposed upon him), except in relation to matters as to which he shall have been finally adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of her/his duties as such Director or officer. In the event of any other judgment against such Director or officer in the event of a settlement, the indemnification shall be made only if the Royals shall be advised, in case none of the persons involved shall be or have been a Director, by the Board of Directors of the Royals, and otherwise by independent counsel to be appointed by the Board of Directors, that in its or his/her opinion such Director or officer was not guilty of gross negligence or willful misconduct in the performance of his/her duty, and in the event of a settlement, that such settlement was or is in the best interest of the Royals. If the determination is to be made by the Board of Directors, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any rights to which he may be entitled under any by-law, agreement, vote of the Board, or otherwise.
ARTICLE VIII – CONFLICT OF INTEREST POLICY
It shall be the policy of the Royals that all Officers and Directors shall avoid any conflicts of interest between their own respective interests and the interests of the Royals organization with respect to any and all actions taken by them on behalf of the Royals in their respective capacities, and that they shall comply with all governmental statutes, ordinances and regulations relating to the subject of conflicts of interest.
In the event that any Officer or Director of the Royals shall have any direct or indirect interest in or relationship with any individual or organization which proposes to enter into any transaction with the Royals for the sale, purchase lease or rental of any property or to employ or render services, personal or otherwise, said Office or Director shall notify the Board of Directors of the Royals of such interest or relationship and shall refrain from voting or otherwise exerting any undue influence on the decision to participate or not participate in any such transaction.
ARTICLE IX – AMENDMENTS
Proposed amendments to these By-Laws may be presented to the Board of Directors at a regularly scheduled meeting by any Director. Proposed amendments will be brought to the floor for adoption no sooner than the following meeting of the Board of Directors.
A By-Laws Committee may be appointed by the President, or a majority vote of the Board of Directors, and its chair selected by the President, to consider and/or develop proposed amendments to these By-Laws.
The full text of any proposed amendments must accompany the announcement of the upcoming meeting no less than ten (10) days prior to the meeting in which the amendments will be brought to the floor for adoption.
Amendments will be considered adopted with a majority vote of the Directors, provided sixty percent (60%) of Directors present cast a vote, either in person or by proxy submitted to the Secretary prior to the meeting.
Upon adoption, the Secretary must immediately update these By-Laws with the adopted amendments and distribute an updated copy of the By-Laws to every Director prior to the next meeting of the Board of Directors.
Adopted amendments will be effective at the beginning of the meeting of the Board of Directors following the adoption of any amendments.
Voted and Accepted by Board on 2/14/2023