ARTICLE 1

ORGANIZATION

Section 1 - NAME

The name of this organization shall be the WEST JEFFERSON JUNIOR BASEBALL ASSOCIATION, abbreviated WEST JEFF hereinafter referred to as the Association.

Section 2 - PURPOSE

The purpose of the Association is to sponsor and promote a junior baseball program in the Western area of Jefferson County, Colorado, and in so doing strive to promote better citizenship among the young of the area and to strive for more physically fit, mentally alert, and morally fine youth in the area. The Association will be operated as a part of the Jefferson County Junior Baseball league, hereinafter referred to as the League.

Section 3 - NON-PROFIT AND NON-STOCK CORPORATION

The Association shall be operated as a non-profit corporation in accordance with the laws of the State of Colorado. The private property of the members of the Association shall not become liable for the debts of the Association. The Association shall be a non-stock corporation, and no dividends or pecuniary profits shall be declared or paid to the members thereof.

ARTICLE II

MEMBERSHIP

Section 1 - MEMBERSHIP

Membership in the Association shall be comprised of:

1. Parents and/or legal guardians of the players registered in the association;

2. Members of the coaching staff of each team;

3. Any person applying for membership and paying the current annual dues set by the board of directors.

Section 2 - FULL TIME VOTING MEMBERS

The full-time voting members of the Association have the power:

1. To elect the Directors of the Association at the annual meeting of members;

2. To remove from office any Director or Officer for good and sufficient cause at a special meeting, by majority vote if a quorum is present;

3. To amend these By-laws by a two-thirds affirmative vote;

4. To attend, and speak at, any meeting of the Association or Board of Directors.

ARTICLE III

ASSOCIATION MEETINGS

Section 1 - ANNUAL MEETING

The annual meeting of the members of the Association shall be held during the month of August of each year at such time and place as may be designated by the President, when the major in attendance of the Association shall elect members of the Board of Directors for the ensuring year. The elective officers of the Association consist of the President, 1st Vice President, 2^nd Vice president-Evergreen, 2^nd Vice president-Conifer, Secretary and Treasurer. Officers shall be elected by a majority vote of the Board of Directors. In addition to the officer positions, six director positions shall be filled by a majority vote of the full-time voting members. The initial board of Directors shall consist of 20 members. In 1999 all board members shall be elected; 10 shall be elected for 1 year term and 10 shall be elected for 2 year terms. Thereafter, all board of director terms shall be for 2 years.

Section 2 - SPECIAL MEETINGS

Special meetings of the membership may be called at any time by resolution of the Board of Directors or upon the request in writing filed with the Secretary and signed by any five percent (5%) of parents and/or legal guardians that represent at least five percent (5%) of players currently registered with the Association or upon request in writing filed with the Secretary and signed by any ten percent (10%) of the Head Coaches of the Association. Such request shall state the purposes(s) of the proposed special meeting; provided, however, that the business transacted at such special meetings shall be confined to the subject(s) stated in the request.

Section 3 - ATTENDANCE

All meetings shall be open to any member of the Association. Non-members shall be allowed to attend any membership meeting with the approval of the Board of Directors, provided that non-members may not debate any question before the membership, unless recognized by the Presiding Officer.

Section 4 - VOTING

1. At all meetings of the Association, each member of the Board of Directors shall have one (1) vote on any matter submitted to the membership for a vote; except the President, who shall only be allowed to vote in the case of a tie vote. No member of the Board of Directors shall be entitled to more than one (1) vote.

2. At any regular or special meeting of the Association, for the transaction of any business whatsoever, a majority of the Board of Directors shall constitute a quorum provided, however the President at all times shall be vested with the authority to determine the extent of the membership.

3. The following matters shall require a vote of the members of the association: (1) any proposed merger or consolidation with the Association and another organization or association; (2) any matter as describe in Article III, section 1.

4. Proxies shall not be recognized for full-time voting members unless the Board of Directors shall direct otherwise. Proxy voting shall only be authorized on a case-by-case basis.

5. Except as provided herein, a simple majority of the votes cast by the voting members of the Association, in which a quorum is present, shall be necessary to decide any business of the membership.

Section 5 - PRESIDING OFFICER

The President shall preside at all meetings of the Association, unless not in attendance, in which event the 1^st Vice President shall preside. The Secretary shall act as Secretary, and in his/her absence, or if presiding, such other person shall serve as Secretary as designated by the Presiding Officer.

Section 6 - CONDUCT OF MEETINGS

Meetings of the membership of the Association shall be informal in nature but must include the following:

1. Roll call

2. Reading and action to minutes of previous meeting

3. Treasury report

4. League report

5. Committee reports

6. Old and New business

The presiding officer shall allow discussion on any matter brought to the attention of the membership. ROBERT'S RULES OF ORDER shall serve as a guideline only for the conduct of meetings. Adherence to ROBERT'S RULES OF ORDER is not required. Any matter may be brought to a vote by request of any full-time voting member.

ARTICLE IV

BOARD OF DIRECTORS

Section 1 - PURPOSE

The management of all of the affairs, interest, and property of the Association shall be vested in the Board of Directors and the officers. After the initial election in 1999, all officers of the Board of Directors shall serve a two year term or until their respective successors are elected and qualified. The Board of Directors shall have all the powers not prohibited to it by statute or as reserved by law or these By-laws. All officers shall serve one year terms as officers.

Section 2 - MEMBERS

Members of the Board of Directors shall be elected by ballot at the annual meeting of the Association by a quorum of members of the Association at such meeting. The officers mentioned in Article IV, Section I shall be elected by the Board of Directors. The President shall be the chief executive officer and chairperson of the Board of Directors and the Secretary shall be the Secretary thereof. A Nominating Committee composed of three (3) persons shall be appointed by the President and approved of by the Board of Directors at the July board meeting. The nominating committee shall select 20 persons to be nominated as members of the Board of directors; and such choices shall be presented to the August meeting of the Board of Directors and later presented at the annual meeting of the Association at which time further nominations from the membership of the Association may be made. The Board of Directors shall consist of twenty (20) members including all officers.

Section 3 - MEETINGS

1. The board of Directors shall meet each month on such day, time and place as designated by the President, for the purpose of conducting business of the Association.

2. A minimum of seven (7) voting members of the Board of Directors shall constitute a quorum necessary for the transaction of any business of the Association.

3. Except as provided by these By-laws, a majority of the votes cast in which a quorum is present shall decide any business before the Board. The president shall not have a vote in any meeting of the Board of Directors, except that the President has a vote only in the case of a tie vote among the other members of the Board of Directors.

4. Special meetings of the Board of Directors may be held at any time upon the call of the President or any two (2) members of the Board of Directors, providing that notice is given to all members of the Board of Directors no later than seventy-two (72) hours prior to such meeting.

5. Board of Directors meetings shall be informal in nature. The presiding officer shall allow discussion of any matter brought to the attention of the Board of Directors by any members of the Board of Directors. ROBERT'S RULES OF ORDER shall serve as a guideline only for meetings of the Board of Directors; adherence to ROBERT'S RULES OF ORDER is not required. Any matter may be brought to vote by request of any member of the Board of Directors.

Section 4 - DUTIES OF THE BOARD OF DIRECTORS

1. To abide by the By-laws of the Association and the By-laws of the League including all Rules and Regulations of the Association and the League.

2. To properly notify the eligible players, and their parents, of registration dates.

3. To make up team rosters. All decisions of the Board of Directors in the placement of the players on teams shall be consistent with the best interest of the player.

4. Approve the expenditure of all monies of the Association.

5. Establish registration and sponsorship fees.

6. Be responsible for the procurement and selection of a sufficient number of coaches to adequately staff each team.

7. Have the power to discharge any coach or assistant coach upon the majority of the vote cast by the members of the Board of Directors.

8. The qualification, selection and assignment of coaches.

Section 5 - DUTIES OF THE OFFICERS

PRESIDENT

1. Shall preside at all meetings of the Association and of the Board of Directors;

2. Shall be the chief executive officer of the Association;

3. Shall have, subject to the control of the Board of Directors, general supervision of the affairs of the Association;

4. Shall appoint all necessary committees in order to properly administer the affairs of the Association, subject to the approval of the Board of Directors;

5. Shall appoint a member to fill a vacancy on the Board of Directors, subject to approval of the Board of Directors.

1^ST VICE PRESIDENT

1. Shall perform the duties of the President in the absence of the President;

2. Assist the President in Association affairs;

3. Shall be the Association's Registrar, and responsible for the timely distribution of copies of each area's registration records to its area 2^nd Vice President and responsible for submitting all official rosters to JCJBL and any/all sanctioning organizations;

4. Shall coordinate between all two areas the registration, bracketing, try-outs and draft procedures of the Association.

2^ND VICE PRESIDENTS (EVERGREEN, CONIFER)

1. Assist the Board of Directors in the performance of its duties;

2. Shall assist 1^st Vice President with registrar's duties of completion of official JCJBL rosters and official rosters for all sanctioning bodies;

3. Shall represent the Association at all JCJBL meetings;

4. Shall be liasons to the schools in their respective district and be responsible for distribution of material to students in such schools.

SECRETARY

1. Shall perform the duties of the President in the absence of the President and 1^st Vice President

2. Shall record and maintain a complete file of the minutes of the Association meetings and meetings of the Board of Directors;

3. Shall be responsible for the proper notification for coming meetings;

4. Shall, in a timely manner, file all reports of the Association with the proper authorities as required by law;

5. Shall maintain all corporate records and documents

TREASURER

1. Shall receive and deposit to the account of the Association all funds paid to the Association in an account approved by the Board of Directors;

2. Shall maintain the books of account for the Association in good order for examination by the Audit committee;

3. Shall submit a written and current financial statement at each Association meeting;

4. Shall be responsible for the timely filing of all financial reports required by law, including but not limited to, Federal and State Income tax returns, if necessary;

5. Term of office is limited to 3 consecutive years;

6. Shall bring all invoices and bills to the monthly board meetings for approval for payment by the Board of Directors.

Section 6 - DUTIES OF NON-OFFICER DIRECTORS

1. Age group coordinators (age 8 through 14)

1. Be designated liaison between the Board of Directors and coaches

2. Responsible for input into league data base

3. Solicit applications to coach

4. 5,6,7,8 age directors shall schedule league games and tournaments

5. Scheduling equipment and uniform distributions and collections within time slots set by appropriate committee heads

6. Responsible for attempting to mitigate problems with parents/players

7. Assist scheduling committee for practice time allotments

1. At large Board Members

1. Duties assigned by president

2. Must attend all meetings

3. Will be assigned to vacant committee heads by the President

Section 7 - COMMITTEES

The President shall appoint, with approval of the Board of Directors, any committee necessary for the proper administration of the affairs of the Association. Such committees shall include, but not be limited to;

1. Audit Committee - consisting of three (3) members of the Financial advisory committee and the Treasurer, who shall examine the books of account and financial records of the Association and report said findings at the next regular meeting of the Board of Directors. Such committee shall convene no later than August 20^th of the current year. The Board of Directors may request the Audit Committee to conduct additional audits at any time during the year with a report due by the next regularly scheduled meeting of the Board of Directors.

2. By-laws Committee - consisting of a chairman, appointed by the President; committee members solicited from the membership at large; and the two (2) area vice presidents who shall enforce the By-laws of both the Association and the League and report any violations to the Board of Directors. Such committee shall be responsible for the resolution of any dispute regarding the By-laws of both the Association and the league, subject to approval of the Board of Directors. Committee is to annually review the association regulations and rules of play and submit their recommended amendments (if any) for Board of Directors approval prior to the annual meeting in August of each year.

3. Nominating Committee -consisting of three (3) members of the Association who shall select persons to be nominated as members of the Board of Directors and shall select persons to be nominated as officers of the Association and such choices shall be presented at the annual meeting of the Association.

Section 8 - PAYMENT OF ASSOCIATION EXPENSES

1. All disbursement of association funds must be approved by the Board of Directors.

2. All payments must be made by check containing the signatures of the Treasurer and the President or a Vice president. (Two signatures required for each check.)

ARTICLE V

BASEBALL PROGRAM RULES AND REGULATIONS

Section 1 - ASSOCIATION RULES AND REGULATIONS

1. The baseball program of the Association is a part of the program of the Jefferson County Junior Baseball League. The Association's By-laws shall not conflict with the By-laws of the League. The Association's Rules and Regulations shall not conflict with the Rules and the Regulations of the League.

2. It shall be the duty of the Association's Secretary to maintain the official copy of these By-Laws. The President shall keep the membership of the Association informed as to all changes to the By-laws of the League.

Section 2 - ASSOCIATION RULES AND REGULATIONS

The Rules and Regulations of the League shall govern the administration of the Association's baseball program insofar as the Association shall make no rule or regulation that is in conflict with League Rules and Regulations. Any further rules or regulations not addressed by the League Rules and Regulations that should be necessary to conduct the Association's baseball program shall be passed by resolution of the members, and may be changed from time to time as the need arises. An amendment to these By-laws shall not be required in order to adopt change, or pass by resolution any Association rule or regulation governing the administration of the Association's baseball program.

ARTICLE VI

AMENDMENT TO BY-LAWS

Section 1 - SUBMITTING AMENDMENTS

Any member of the Association may propose amendment(s) to these By-laws by presenting such proposal(s) to the membership in writing at any meeting of the Association.

Section 2 - ADOPTION OF AMENDMENTS

These By-laws may be altered, amended, or repealed, and new By-laws may be adopted as follows;

1. The proposed amendment(s) shall be discussed during the meeting in which such proposed amendment(s) were submitted;

2. At the next regular or special meeting of the Association, provided that the purpose of such a special meeting is to approve or disapprove such proposed amendment(s), such proposed amendment(s) shall be voted on by the full-time voting members of the Association, the proposed amendment(s) shall be adopted only upon the affirmative vote of a two-thirds majority of the voting members in attendance.

ARTICLE VII

DISSOLUTION

Section 1 - DISSOLUTION OF ASSOCIATION

In the event of dissolution of the Association, it's then net assets and monies shall be transferred and conveyed to the Evergreen Parks & Recreation District.

Section 2 - METHOD OF DISSOLUTION OF ASSOCIATION

Voluntary dissolution of the Association shall be accomplished by the affirmative vote of a three-fourths majority of the Board of Directors, and ratified by a majority vote of a meeting of the Association. No member of the Association shall be entitled to or have any interest in the assets of the Association or any right to share in the distribution thereof.