By-Laws of the Minnetonka Diamond Club

*Amended July, 2014*

 Approved on September 12, 2011

Article I                     Name – The name of this organization will be the Minnetonka Diamond Club (MDC).  This organization shall be a corporation operated exclusively for charitable and educational purposes within the meaning of Sections 170 c (2), 501c (3) and 2055 of the Internal Revenue Code of 1986.

 

Article II                    Objective - The organization shall support, promote and enhance the quality of the Minnetonka High School Baseball and Softball Programs and their facilities as well as other community based programs located and operating within the boundaries of theMinnetonkaSchool District #276.  Furthermore, it will foster and enhance the development of a community environment that encourages broad opportunities to play diamond sports and promotes player development.

 

Article III           Site of Principle Operation  - The operations of this club shall be in and about the communities that comprise the Minnetonka School district, #276. The MDC shall have and continuously maintain in the State of Minnesota a registered office. The registered                   office may be changed from time to time by the Board.

 

Article IV                   Powers – This organization shall have the power to raise money and manage projects that support diamond sports in Minnetonka.  It shall not take any actions nor make any rules that are inconsistent with the Minnesota High School League, the Minnetonka School District or the various Minnetonka programs it may elect to support.

 

Article V                     Membership

                                    Section 1. Members   The members of the MDC shall consist solely and exclusively of the persons who constitute the Board of the MDC from time to time.

                        Section 2. General Powers. The Board shall manage the property, affairs and business of the corporation.

 

                        Section 3. Property. No member of the Board shall have any right, title, or interest in or to the property of the MDC.

 

                        Section 4. Number. The Board shall consist of twenty-one (21) members, provided, however, the number of members may be increased or decreased to any odd number not less than three, nor more than twenty-one, by vote of the Board. Ex officio members shall not be counted for determining the maximum number of members allowable.

 

Section 5. QualificationsMembers shall be residents                               of Minnesota. Amendment 7/7/14Members must live in the school district 276, have children who go to school in the district, or work in the geographical limits of the school district. 

Further, the members shall be affiliated with District 276 by commitment to the vision and mission statements of the MDC. The vision and mission statements of the MDC, as amended from time to time, are attached to these Bylaws as Appendix A and incorporated herein by reference.

 

                        Section 6. Appointment. By majority vote, the Board shall appoint members of the Board.

 

                        Section 7.  Ex Officio Members.  The Chairperson of the School Board and Superintendent of Schools of District 276 or such other representative(s) selected                            by them, shall be ex officio members of the Board having all rights and privileges of said position,   except that they cannot vote.

 

                        Section 8. Organization. At each meeting of the Board, the President of the MDC or, in his or her absence, an acting chairperson chosen by a majority of the members present, shall preside. The Secretary of the MDC or, in his or her absence, any person whom the chairperson shall appoint, shall act as Secretary of the meeting.

 

                        Section 9. Resignation. Any member of the corporation may resign at any time by giving written notice to the President or to the Secretary of the MDC. The resignation of any member shall take effect at the time specified therein; and, unless otherwise stated therein, the      acceptance of such resignation shall not be necessary to make it effective.

 

Section 10. Vacancies. Any vacancy in the Board caused by death, resignation, disqualification, removal, or any other cause, shall be filled pursuant to Section 6 and each member so chosen shall hold office for the remaining term of that membership.

 

Section 11. Removal of Members. The Board may remove any member, either with or without cause, at any time by majority vote. The vacancy in the Board caused by any such removal shall be filled in the manner specified in Section 6.

 

Section 12. Annual Meeting. The October meeting will be the Annual meeting, for the purpose of electing officers of the MDC and for the transaction of such other business as shall come before the meeting.

 

Section 13. Regular Meetings. Regular meetings of the Board shall be held from time to time at such time and place within the State of Minnesota as the Board may determine by resolution adopted by a majority of the whole Board, and, in the absence of such designation, shall be held at the registered office of the MDC in the State of Minnesota.

 

Section 14. Notice of Meetings. Except as otherwise provided by statute and in these Bylaws, written or electronic (e-mail) notice of each meeting of the members, whether annual or regular shall be     given not less than five (5) nor more than thirty (30) days before the day on which the meeting is to be held, to each member by        mailing or e-mailing such notice to his or her post office address as shown on the books of the MDC.  Notice of any meeting of members shall not be required to be given to any member who is in attendance when such called meeting is held.

 

Section 15. Special Meetings. Special meetings of the Board shall      be held whenever called by the President or by two or more of the members. Notice of such special meeting shall be mailed or e-mailed to each member, addressed to him or her at his or her residence or usual place of business or last known e-mail address, at least two (2) days before the day on which the meeting is to be held, or to be delivered personally or by telephone or e-mail, not later than one (1) day before the day on which the meeting is to be    held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise expressly provided. Notice of any meeting of the Board   need not be given to any member who is in attendance at such      meeting.

 

Section 16. Emergency Meeting. In the event of an emergency in which the written notice for annual, regular, or special meeting cannot be honored, reasonable attempts shall be made to contact members by phone and explain the emergency nature of business to be transacted. The first order of business at the meeting itself shall be action on a resolution declaring the need for an emergency meeting. If approved by roll call vote of a majority of the current Board, the meeting may proceed.

 

Section 17. Quorum. At each meeting of the members, the presence of a majority of the current Board shall constitute a quorum for the transaction of business, except where a greater number may be required by statute. In the absence of a quorum, a majority of the members present in person shall have the power to adjourn the meeting from time to time until the requisite number of Trustees shall be present.

 

Section 18. Voting. At each meeting of members, each member present shall be entitled to one vote on each matter to be voted upon at the meeting. At all meetings of the members, all matters   (except in special cases where other provision may be made by statute) shall be decided by a majority of votes cast by the members, a quorum being present.

 

Section 19. Proxies. A member may cast his or her vote at a meeting in person or by proxy.  A proxy shall not be valid for more than sixty days from the date of its execution.  A proxy must be in writing and signed by the shareholder and filed with the Secretary before or at the time of the meeting.  It can be filed by delivery, mail, email or fax to the Secretary.

 

Section 20. Public Notice and Attendance.  At the sole discretion of the Board, notice of any annual, regular, or special meeting may be given to the public, and the public may be invited to attend all or any portion of any such meeting, as the Board may designate.

 

 

Article VI                   Board of Directors

 

Section 1.  The MDC will be managed by a board of directors (see Article V Section 4). The board will set the overall policy of the MDC and all officers or committees are subject to its authority.

 

Section 2.  The board will meet at least four times a year at a time and place that is announced to all MDC members at least five days in advance.   MDC meetings will be held in October (Annual elections), February, May and August.  Additional meetings may be called per procedure as described in Article V.

 

Section 3.  Board members will be elected at the October annual meeting by a majority of the membership of the MDC in attendance.

 

Section 4.  All directors must be members of the MDC.  Election of directors of the MDC will be the first item of business at the annual meeting. Directors may also be elected at any regularly scheduled meeting of the MDC.

 

Section 5.  In the event of a vacancy, a director’s un-expired term will be filled on an interim basis by the President until the next meeting of the MDC.

 

Section 6.  The MDC shall select a three member nominating committee from within their ranks at the August meeting.  The nominating committee will receive nominations and will present them at the annual meeting in October at which time additional nominations may be made by any member of the MDC.  New officers and directors will assume their responsibilities at the close of the Annual meeting.

 

Section 7.  The organization may purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the organization would otherwise be required to indemnify the person against the liability.

 

Article VII                  Officers and Directors of the MDC

 

Section 1.  All Officers and Directors of the MDC must be MDC members.

 

Section 2.  Officers.  At the first meeting of the Board after the Annual Meeting, which may be immediately after the close of the Annual Meeting, the Board shall proceed to organize by electing Officers for the ensuing year.  The executive officers of the corporation shall be as follows:  President, Vice President, Secretary and Treasurer, each of whom shall serve for two years. The Officers of the MDC shall be elected by the Board.  The election shall be determined by a majority vote of the Board.  A majority in number of the Board shall constitute a quorum. 

       

  • President-2 years minimum Board experience
  • Vice-President
  • Treasurer
  • Secretary

                    

In addition, the following sports organizations will have a representative on the board with full voting rights:

  • MHS Head Baseball Coach
  • MHS Head Softball Coach
  • MHS Head Football Coach
  • Minnetonka Baseball Representative
  • ETLL Representative
  • STLL Representative
  • MGSA Representative
  • Legion Representative
  • Town Baseball Representative

 

In addition, the following directors will be on the board with full voting rights:

  • Past President
  • Fundraising/Sales/Marketing Director
  • Event Planning Director
  • Scheduling Director
  • Concessions Director
  • Communication Director
  • Facilities Maintenance Director
  • Operations Director

 

All Directors will serve one year terms and be elected annually.

 

Article VIII                 Duties of the officers

President:  The President shall preside over all meetings of the MDC, perform such duties as prescribed in these bylaws, be an ex-officio member of all committees, be the key liaison to insure that the objectives of the MDC are consistent with school objectives and coordinate the work of the officers and committees of the MDC in a manner that helps meet the objectives of the MDC.

 

Vice-President:  The Vice-President shall assist the President in the performance of his duties, shall perform the duties of the president in his absence or if the President is temporarily unable to serve and finally shall perform such duties as assigned by the President of the MDC.

 

Secretary:  The Secretary shall record the minutes of all meetings, provide proper notice of meetings, maintain a current copy of the bylaws, and maintain a current list of MDC members.

 

Treasurer: The Treasurer shall maintain custody of all funds of the MDC, keep a full and accurate accounting of all receipts and disbursements, ensure no disbursements are made that are not in accordance with the budget adopted by the MDC, make financial reports available to the MDC at all scheduled meetings and at other times as requested by the President or the MDC and have the books examined annually by an independent auditor or a Finance Committee and finally shall perform such duties as assigned by the President or the MDC.

 

Article IX                   Standing Committees

Section 1.  Standing Committees. The Board shall have authority by resolution to establish committees with size, duration, duties, and responsibilities as are granted to them from time to time by the Board. The Chair, with Board approval, shall have authority to appoint members to the committees, designate the chairperson, or delegate the chairperson selection to the committee itself. The Chair shall be an ex officio member of all committees. Members of committees need not be members of the Board; however, in every case, no less than one member of the Board shall be appointed to every committee.  The term of all Standing committees will expire at the annual meeting in October of each year.   

 

Section 2.  Standing Committees may include but are not limited to:

  • Facilities Maintenance
  • Promo Events
  • Fund Raising
  • Annual Banquet
  • Long Term Planning
  • Nominating
  • Volunteer Recruitment

 

Section 3.  Committees exist to help forward the objectives of the MDC and shall undertake no work absent the consent and direction of the MDC.

 

Section 4.  The President shall be an ex officio member of all committees except for the Nominating Committee.

 

Article X                     Fiscal Year -  The fiscal year of the MDC shall begin January 1st and end December 31st.

 

Article XI                   Amendments – These bylaws may be amended at any regular meeting of the MDC by a two-thirds vote of the members present. Written notice of the proposed amendment must be given to all members of the MDC at least 30 days in advance of the meeting at which the proposal will be considered.

Minnesota. Further, the members shall be affiliated with District 276 by commitment to the vision and mission statements of the MDC. The vision and mission statements of the MDC, as amended from time to time, are attached to these Bylaws as Appendix A and incorporated herein by reference.

Section 6. Appointment. By majority vote, the Board shall appoint members of the Board.

Section 7. Ex Officio Members. The Chairperson of the School Board and Superintendent of Schools of District 276 or such other representative(s) selected by them, shall be ex officio members of the Board having all rights and privileges of said position, except that they cannot vote.

Section 8. Organization. At each meeting of the Board, the President of the MDC or, in his or her absence, an acting chairperson chosen by a majority of the members present, shall preside. The Secretary of the MDC or, in his or her absence, any person whom the chairperson shall appoint, shall act as Secretary of the meeting.

Section 9. Resignation. Any member of the corporation may resign at any time by giving written notice to the President or to the Secretary of the MDC. The resignation of any member shall take effect at the time specified therein; and, unless otherwise stated therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 10. Vacancies. Any vacancy in the Board caused by death, resignation, disqualification, removal, or any other cause, shall be filled pursuant to Section 6 and each member so chosen shall hold office for the remaining term of that membership.

Section 11. Removal of Members. The Board may remove any member, either with or without cause, at any time by majority vote. The vacancy in the Board caused by any such removal shall be filled in the manner specified in Section 6.

Section 12. Annual Meeting. The October meeting will be the Annual meeting, for the purpose of electing officers of the MDC and for the transaction of such other business as shall come before the meeting.

Section 13. Regular Meetings. Regular meetings of the Board shall be held from time to time at such time and place within the State of Minnesota as the Board may determine by resolution adopted by a majority of the whole Board, and, in the absence of such designation, shall be held at the registered office of the MDC in the State of Minnesota.

Section 14. Notice of Meetings. Except as otherwise provided by statute and in these Bylaws, written or electronic (e-mail) notice of each meeting of the members, whether annual or regular shall be given not less than five (5) nor more than thirty (30) days before the day on which the meeting is to be held, to each member by mailing or e-mailing such notice to his or her post office address as shown on the books of the MDC. Notice of any meeting of members shall not be required to be given to any member who is in attendance when such called meeting is held.

Section 15. Special Meetings. Special meetings of the Board shall be held whenever called by the President or by twoor more of the members. Notice of such special meeting shall be mailed or e-mailed to each member, addressed to him or her at his or her residence or usual place of business or last known e-mail address, at least two (2) days before the day on which the meeting is to be held, or to be delivered personally or by telephone or e-mail, not later than one (1) day before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting, but need not state the purposes thereof except as otherwise expressly provided. Notice of any meeting of the Board need not be given to any member who is in attendance at such meeting.

Section 16. Emergency Meeting. In the event of an emergency in which the written notice for annual, regular, or special meeting cannot be honored, reasonable attempts shall be made to contact members by phone and explain the emergency nature of business to be transacted. The first order of business at the meeting itself shall be action on a resolution declaring the need for an emergency meeting. If approved by roll call vote of a majority of the current Board, the meeting may proceed.

Section 17. Quorum. At each meeting of the members, the presence of a majority of the current Board shall constitute a quorum for the transaction of business, except where a greater number may be required by statute. In the absence of a quorum, a majority of the members present in person shall have the power to adjourn the meeting from time to time until the requisite number of Trustees shall be present.

Section 18. Voting. At each meeting of members, each member present shall be entitled to one vote on each matter to be voted upon at the meeting. At all meetings of the members, all matters (except in special cases where other provision may be made by statute) shall be decided by a majority of votes cast by the members, a quorum being present.

Section 19. Proxies. A member may cast his or her vote at a meeting in person or by proxy. A proxy shall not be valid for more than sixty days from the date of its execution. A proxy must be in writing and signed by the shareholder and filed with the Secretary before or at the time of the meeting. It can be filed by delivery, mail, email or fax to the Secretary.

Section 20. Public Notice and Attendance. At the sole discretion of the Board, notice of any annual, regular, or special meeting may be given to the public, and the public may be invited to attend all or any portion of any such meeting, as the Board may designate.

Article VI Board of Directors

Section 1. The MDC will be managed by a board of directors (see Article V Section 4). The board will set the overall policy of the MDC and all officers or committees are subject to its authority.

Section 2. The board will meet at least four times a year at a time and place that is announced to all MDC members at least five days in advance. MDC meetings will be held in October (Annual elections), February, May and August. Additional meetings may be called per procedure as described in Article V.

Section 3. Board members will be elected at the October annual meeting by a majority of the membership of the MDC in attendance.

Section 4. All directors must be members of the MDC. Election of directors of the MDC will be the first item of business at the annual meeting. Directors may also be elected at any regularly scheduled meeting of the MDC.

Section 5. In the event of a vacancy, a director’s un-expired term will be filled on an interim basis by the President until the next meeting of the MDC.

Section 6. The MDC shall select a three member nominating committee from within their ranks at the August meeting. The nominating committee will receive nominations and will present them at the annual meeting in October at which time additional nominations may be made by any member of the MDC. New officers and directors will assume their responsibilities at the close of the Annual meeting.

Section 7. The organization may purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity, whether or not the organization would otherwise be required to indemnify the person against the liability.

Article VII Officers and Directors of the MDC

Section 1. All Officers and Directors of the MDC must be MDC members.

Section 2. Officers. At the first meeting of the Board after the Annual Meeting, which may be immediately after the close of the Annual Meeting, the Board shall proceed to organize by electing Officers for the ensuing year. The executive officers of the corporation shall be as follows: President, Vice President, Secretary and Treasurer, each of whom shall serve for two years. The Officers of the MDC shall be elected by the Board. The election shall be determined by a majority vote of the Board. A majority in number of the Board shall constitute a quorum.

  • President-2 years minimum Board experience
  • Vice-President
  • Treasurer
  • Secretary

In addition, the following sports organizations will have a representative on the board with full voting rights:

  • MHS Head Baseball Coach
  • MHS Head Softball Coach
  • MHS Head Football Coach
  • Minnetonka Baseball Representative
  • ETLL Representative
  • STLL Representative
  • MGSA Representative
  • Legion Representative
  • Town Baseball Representative

In addition, the following directors will be on the board with full voting rights:

  • Past President
  • Fundraising/Sales/Marketing Director
  • Event Planning Director
  • Scheduling Director
  • Concessions Director
  • Communication Director
  • Facilities Maintenance Director
  • Operations Director

All Directors will serve one year terms and be elected annually.

Article VIII Duties of the officers

President: The President shall preside over all meetings of the MDC, perform such duties as prescribed in these bylaws, be an ex-officio member of all committees, be thekey liaison to insure that the objectives of the MDC are consistent with school objectives and coordinate the work of the officers and committees of the MDC in a manner that helps meet the objectives of the MDC.

Vice-President: The Vice-President shall assist the President in the performance of his duties, shall perform the duties of the president in his absence or if the President is temporarily unable to serve and finally shall perform such duties as assigned by the President of the MDC.

Secretary: The Secretary shall record the minutes of all meetings, provide proper notice of meetings, maintain a current copy of the bylaws, and maintain a current list of MDC members.

Treasurer: The Treasurer shall maintain custody of all funds of the MDC, keep a full and accurate accounting of all receipts and disbursements, ensure no disbursements are made that are not in accordance with the budget adopted by the MDC, make financial reports available to the MDC at all scheduled meetings and at other times as requested by the President or the MDC and have the books examined annually by an independent auditor or a Finance Committee and finally shall perform such duties as assigned by the President or the MDC.

Article IX Standing Committees

Section 1. Standing Committees. The Board shall have authority by resolution to establish committees with size, duration, duties, and responsibilities as are granted to them from time to time by the Board. The Chair, with Board approval, shall have authority to appoint members to the committees, designate the chairperson, or delegate the chairperson selection to the committee itself. The Chair shall be an ex officio member of all committees. Members of committees need not be members of the Board; however, in every case, no less than one member of the Board shall be appointed to every committee. The term of all Standing committees will expire at the annual meeting in October of each year.

Section 2. Standing Committees may include but are not limited to:

  • Facilities Maintenance
  • Promo Events
  • Fund Raising
  • Annual Banquet
  • Long Term Planning
  • Nominating
  • Volunteer Recruitment

Section 3. Committees exist to help forward the objectives of the MDC and shall undertake no work absent the consent and direction of the MDC.

Section 4. The President shall be an ex officio member of all committees except for the Nominating Committee.

Article X Fiscal Year - The fiscal year of the MDC shall begin January 1st and end December 31st.

Article XI Amendments – These bylaws may be amended at any regular meeting of the MDC by a two-thirds vote of the members present. Written notice of the proposed amendment must be given to all members of the MDC at least 30 days in advance of the meeting at which the proposal will be considered.