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ARTICLE I General
Section 1.01 Name
The name of the organization is Port Saint Lucie Men’s Softball,Inc., hereinafter referred to as PSLMS, a non-profit organization.
Section 1.02 Mission Statement
The mission of Port Saint Lucie Men’s Softball is to foster a positive environment for recreation and socializing through amateur modified pitch softball, while supporting PSLMS sponsors and our community’s charitable organizations. PSLMS membership is open to all individuals, without prejudice.
Section 1.03 Goal
The goal of PSLMS is educate individuals about the value of diversity and inclusion of all members of our community by forming teams with common goals and objectives.
ARTICLE II Membership
Section 2.01 Qualifications
Membership is open to all individuals who:
A. Are eighteen (18) years of age on or before the first day of the current season. Upon request, proof of age shall be furnished to the Board of Directors.
B. Have paid all required annual dues and submitted required documents to the Board.
C. Live within 225 miles of Port Saint Lucie. (See Appendix A.)
Section 2.02 Term
PSLMS Member Registrations will be accepted from the registration date of the new season until the final roster deadline for that season. Final roster deadline is determined by the Board of Directors. The Board of Directors may waive the member application deadline for the Season if a majority of the Manager’s Council approves. Membership will be for a duration of approximately one (1) season, unless members pay for the year’s three seasons in advance, in which then the duration will be for a duration of (1) year.
Membership will also be open in the Summer and Fall Season to players who have not previously joined in the Spring Season. This membership for the Summer and Fall League will be made available at the discretion of the Board of Directors. This limited membership is good only until the next season begins.
Section 2.03 Rights
A. Members in good standing may attend all PSLMS meetings and functions, including but not limited to Board meetings, Manager’s Council meetings, and PSLMS membership meetings.
B. Members in good standing may have reasonable access to all official records and information including, but not limited to, minutes from Board meetings, Managers’ Council meetings, and PSLMS membership meetings.
C. Members can expect equal and fair treatment in all PSLMS affairs.
Section 2.04 Voting
A. Members in good standing with the PSLMS shall be entitled to one (1) vote on each matter submitted to the general membership.
B. Members must be present to vote and no absentee or proxy votes are allowed, unless voting is done via Facebook.
Section 2.05 Records
A. Member contact information, including but not limited to name, address, phone, and email, will be entered into the records of the PSLMS.
B. Membership lists and records will not be shared, sold or disseminated to any outside sources.
C. Member names may be published on PSLMS website and other Internet sites, such as Facebook, under Team Rosters and photos captions.
D. The Board of Directors and the PSLMS is not responsible for any information posted to websites or otherwise disseminated by PSLMS members, spectators or by any other sources.
Section 2.06 Transfer
Membership is not transferable. Should a membership be terminated, the annual dues are nonrefundable.
Section 2.07 Termination
The Board may, by a three-quarter (3/4) vote, rescind a membership at any time for conduct in violation of the By-Laws, Rules of Play, or for improper conduct not in the best interest of PSLMS.
Section 2.08 Dues
The Board shall set individual membership dues and or registration fees. Participation in PSLMS games will be restricted to those members in good standing.
Article III League Play
Section 3.01 Rules of Play
A. PSLMS will follow the rules adopted by the Manager’s council.
B. The Rules of Play shall be determined by the Board of Directors with advice and recommendations from the Managers’ Council, and published each Spring,Summer and Fall season prior to opening day.
ARTICLE IV Governance & Meetings
Section 4.01 General
All meetings of PSLMS membership and Board of Directors shall be conducted in accordance with Roberts’ Rules of Order, as interpreted by the presiding officer. Section 4.02 Annual Membership Meeting
A. An annual meeting of the members shall be held for the purpose of discussing rules and years upcoming events. Proper advance notice of the annual meeting is provided herein.
B. The date, time, and location of the annual meeting will be determined by the Board.
C. Notice of the annual meeting will be provided to all members at least ten (10) days in advance by email and posted to PSLMS website and Facebook page.
D. The members in good standing present at any meeting of the members that is duly called shall constitute a quorum at such meeting.
Section 4.03 Special PSLMS Membership Meetings
Special meetings of the PSLMS membership may be called by:
A. The President.
B. A majority vote of the Board of Directors.
C. Not less than one-fourth (1/4th) of the total membership in good standing, by petition to the Secretary.
Section 4.04 Board Meetings
Regular meetings of the Board shall be open to the general membership and held quarterly at a time and place to be determined by the Board.
Section 4.05 Special Board Meetings
If an urgent matter presents itself, a special meeting of the Board may be called by the: A. President, with two (2) days notice to each Board member in person, by phone, or email/text with response.
B. Secretary, upon the written request of a majority of Board members with
similar notice given to each Board member.
Section 4.06 Cancellation
In the case of extenuating circumstances, the President may postpone and reschedule any membership meeting. In the case of extenuating circumstances, the President may postpone and reschedule, or cancel any Board meeting.
ARTICLE V Board of Directors
Section 5.01 General Powers
The Board of Directors will manage the affairs and funds of PSLMS.
Section 5.02 Number & Tenure
The Board of Directors shall consist of at least (3) members who shall be assigned by the President. Each Director shall hold office until they decide to resign or are removed by a majority vote of the members, in which case a replacement for the director will be voted in by a majority vote by the members.
Section 5.03 Positions
The Board of Directors shall consist of:
A. President
B. Vice President
C. Treasurer/Secretary
Section 5.04 Nominations
Nominations for candidates for open positions to PSLMS Board of Directors will be taken at the annual meeting. Candidates may:
A. Be self nominated as a member in good standing with a seconding nomination.
B. Be nominated by other PSLMS members in good standing with a seconding nomination.
Section 5.05 Elections
The election of Directors shall be conducted at the annual meeting. Votes will be cast via secret ballot of all PSLMS members in good standing in attendance. Candidates who receive a majority of the votes cast shall be determined the winner.
Section 5.06 Vacancy
An office may be vacated for any one of the following reasons:
A. Resignation. Any member of the Board may resign at any time
B. Removal. Any Board member may be removed from office by a three quarter (3/4) vote of the other Board members, if the Director has had two (2) absences that have been deemed as unexcused within one calendar year, has conducted themselves in a manner deemed not to be in the best interest of the PSLMS, or has failed or refused to perform the duties of the office.
C. Replacement. In the event an office is vacated before the conclusion of the Directors’s term, the President shall appoint a replacement to fill that position until the next regularly scheduled election of that position.
Section 5.07 Return of PSLMS Property
Upon leaving their position, or upon completion of their term, whichever may occur first, any Director of the Board shall return all documents and/or items that are the property of the PSLMS to the President. Failure to comply with this directive within ten (10) days of vacating their position may result in the member being suspended from PSLMS. Suspension may be rescinded upon the return of all PSLMS property.
Section 5.08 Compensation
The Board of Directors shall serve with compensation for duties performed. Disbursement for payment of duties for all members not to exceed 30% of all gross income.
ARTICLE VI Duties of the Board of Directors
Section 6.01 President
The general duties of the President include, but are not limited to:
1. Overseeing all day-to-day functions of the PSLMS.
2. Presiding at all formal meetings of the Board, membership, and Manager’s Council.
3. Appointing members and chairs to any PSLMS Committees.
4. Ruling on the interpretation and intent of PSLMS By-laws and the PSLMS Rules of Play.
5. Serving as an authorized signatory on the PSLMS banking accounts or any funds managed by the PSLMS.
8. Securing sponsors for PSLMS and assisting Managers to secure sponsorship for their teams.
9. Acting as the official PSLMS spokesperson to any and all media, and having final approval on any published information, whether electronic or print.
10. Authorizing financial expenditures of less than $500. Expenditures over $500 require a majority vote by the Board of Directors.
11. Appoint members to any vacancy in the Board of Directors.
12. Spearheading PSLMS efforts to become members of ASA.
13. Appoint league umpires and distribute their duties.
14. If President is also an active player in a game he must take time off from his duties and assign the secretary or any other available board member to oversee any issues outside of the playing field.
Section 6.02 Vice President.
The general duties of the Vice President include, but are not limited to:
1. Performing all duties and exercising all powers of the President during the President’s absence or disability.
2. Becoming the acting President should the President’s position become vacant.
3. Maintaining order at all meetings.
4. Securing playing fields and serving as liaison between the PSLMS and any entities providing playing fields.
5. Coordinating and overseeing all field maintenance.
6. Securing game balls for all PSLMS games and tournaments.
Section 6.03 Secretary
The general duties of the Secretary include, but are not limited to:
1. Keeping the minutes of all meetings of the Board, PSLMS membership, and Managers’ Council. 2. Transmit all minutes of said meetings within ten (10) days to the Board and for posting to the PSLMS website.
3. Maintaining current updated PSLMS By-laws and PSLMS Rules of Play
4. Maintaining a current list of PSLMS members, their contact information and
membership status.
5. Maintaining records of membership participation at PSLMS games to substantiate
eligibility to play in the end of Spring Season PSLMS postseason.
6. Disseminating all general notices to the membership.
Section 6.04 Treasurer
The general duties of the Treasurer include, but are not limited to:
1. Providing quarterly to the Board a report of all dues and moneys collected and disbursed by the PSLMS.
2. Maintaining the day-to-day financial operations of the PSLMS; maintaining
custody of the PSLMS checkbook(s), making deposits, disbursing funds to pay
contractual obligations and expenses of the PSLMS and having charge over all
general financial affairs of the PSLMS.
3. Collecting and reconciling all money that is paid to the PSLMS including, but not
limited to, team and individual membership fees.
4. Assuring that the PSLMS has submitted all documentation and fees necessary to maintain PSLMS affiliations and memberships, PSLMS insurance policies as well as any federal and state required tax filings.
5 Developing an annual budget, with input from Board members on their respective areas, to present for approval to the Board and PSLMS
membership.
6. Serving as an authorized signatory on the PSLMS banking accounts or any funds managed by the PSLMS.
Section 6.05 Exclusive Powers
The Board shall have the following exclusive powers:
1. Enforcing penalties for violation of PSLMS By-Laws and Rules of Play.
2. Jurisdiction over the Articles of Incorporation and any changes pertaining thereof.
3. Prescribing additional responsibilities for any member of the Board other than those set forth in these By-laws.
4. Setting membership dues and team fees at its discretion.
5. Outsource any duties or functions that it deems in the best interest of PSLMS.
Section 6.06 Budget Responsibilities
Each member of the Board of Directors is responsible for recommending to the Treasurer a budget for that Director’s respective areas of responsibility, and maintaining the final budget for those areas as approved by the Board of Directors.
ARTICLE VII Managers’ Council
Section 7.01 General
The Managers’ Council shall:
A. Consist of the manager, or a designated representative, from each team deemed as an active team in good standing of the PSLMS.
B. Be allotted one (1) vote per team on each issue brought forth for vote.
Section 7.02 Meetings
A. Meetings of the Manager’ Council shall be held on a regular basis beginning around Recruitment Day through the start of the Spring Season.
B. The President may call meetings with at least three (3) days prior notice given to each member.
Section 7.03 Compensation
Council members shall not serve with compensation
Section 7.04 Quorum
A majority of the total members of the Managers’ Council shall constitute a quorum for the transaction of business at any Managers’ Council meeting.
Section 7.05 Responsibilities
The Managers’ Council responsibilities shall include, but not be limited to:
1. Serving as the voice to represent their teams’ opinions regarding items pertinent to the PSLMS.
2. Determining player ratings as outlined in the Rules of Play.
3. Serving as the initial PSLMS governing body to receive grievances from members regarding players or teams in possible violation of PSLMS rules or ratings and presenting a recommendation for action to the Board of Directors.
4. Reviewing and making recommendations to the Board for the method of
determining PSLMS divisional championship teams.
5. Suggesting a proposal to the Board for an Open Roster All Star team roster in the event it is decided to send one to any tournament.
6. Performing any other duties that the Board may from time to time assign to the
Managers’ Council and making appropriate recommendations to the Board for approval
be taken.
ARTICLE VIII Finances
Section 8.01 Fiscal Year
The fiscal year of PSLMS shall begin on the first day of January and conclude the last day of December of each calendar year.
Section 8.02 Disbursement of Funds
The Treasurer shall have complete discretion to determine if funds are available for all PSLMS matters. In addition, written requests for expenditures in the amount of $500 and above must be presented to the Board for approval prior to any purchase or commitment to do so.
Section 8.03 Reimbursement.
Budgeted items necessary for performing PSLMS business will be reimbursed upon the submission of:
1. Completed reimbursement request
2. Receipt of purchase including total price plus tax
3. List of item(s) purchased 4. Purpose of purchase
Section 8.04 Penalties/Fines/Citations
Fines incurred by any PSLMS member who has violated, or allegedly violated any law will not be paid by PSLMS under any circumstance. Payment of penalties, fines or citations is the sole responsibility of the individual. PSLMS does not condone violations of any existing laws.
ARTICLE IX Tournaments
Section 9.01 General
A. The Board of Directors may approve a PSLMS sponsored tournament at its discretion.
B. The President will serve as the Director for any Tournament, or may appoint members in good standing to coordinate specific duties as set forth by the Board and with the Board’s approval.
Section 9.02 Duties
The Board of Directors shall determine specific responsibilities and details pertaining to such tournaments, including but not limited to:
A. Establishing special committees.
B. Securing contracts for facilities and services.
C. Marketing and promotions.
D. Fields of Play
E. Fees
F. Schedule
G. Sponsorship
H. Special Events
I. Refunds, whether partial or full, due to weather-related or any other cancellations of said tournament.
Section 9.03 Finances
A. The Treasurer shall oversee and maintain a budget for any tournament.
B. PSLMS funds may be used to promote tournaments and for other necessary expenditures related to a tournament.
C. Any and all proceeds from any tournament may be placed into the PSLMS general account and/or placed in a specific account for future tournaments.
ARTICLE X Teams and Managers
10.1 Formation of a Team
Any member in good standing may serve as a Team Manager and form a team, following the procedures as set forth by these By-Laws and the Board of Directors.
10.2 Powers of the Manager
Team Managers shall have the authority to make all personnel and team decisions, as long as they are compliant with PSLMS By-Laws and Rules of Play.
10.3 Duties of the Manager
The duties of the Manager shall include, but are not limited to:
A. Attend all Managers’ Council meetings or send an appropriate representative. Any Manager or representative of the same team missing two (2) consecutive Council meetings will result in that Manager/Team losing voting
privileges at Managers’ Council meetings for the remainder of that season.
B. Inform the Managers’ Council in writing of any new individuals in the community that have expressed interest in becoming a player if their team is not going to accept said player into its roster.
C. Disseminate League information to all team members.
D. Provide team members to assist in field maintenance, as may be prescribed by both the President and/or the Vice President.
E. Provide team members to assist with PSLMS events when scheduled and prescribed by the Board.
F. Insure all PSLMS player membership and team forms are fully completed and presented to the League Secretary by the due date as established by the Board.
G. Insure that all team member's dues are paid and attached to the membership applications.
H. Insure that the team roster is turned in to the League Secretary by the due date as established by the Board, and before any game day whenever there is a change in that roster.
I. Insure there are sufficient playing members for all games.
J. Insure that all team members adhere to the PSLMS Rules of Play.
K. Handle Manager’s duties related to Player Ratings.
L. Comply with any additional guidelines as directed by the Board of Directors.
M. Insure dues/fee deadlines are met. All sponsor fees, along with a team roster and a minimum of ten (10) players signed waiver forms and dues must be received by Secretary or other member of the Board of Directors by the date set forth by the Board of Directors. Failure to perform this duty may result in that team not being included in that season's playing schedule.
ARTICLE XI Amendments to PSLMS By-Laws
Section 11.01 Procedure
The PSLMS By-laws may be amended, modified or repealed at any regular or Special PSLMS meeting called in accordance with Article IV of these By-laws. Acceptance of such amendment(s) shall require a majority vote of the membership in good standing present at said meeting.
ARTICLE XII Publication of PSLMS Documents
Section 12.01 Availability to Membership
1. A copy of the Articles of Incorporation, PSLMS By-laws and the PSLMS Rules and Regulations shall be published and made available on the PSLMS website.
2. Hard copies shall be made available to any PSLMS member upon submitting a written request to the PSLMS Secretary with ten (10) days prior notice.
ARTICLE XIII Ratification
Section 13.01 Voting by Membership
These By-laws will become effective upon a majority vote of the membership in good standing and present at PSLMS membership meetings a set by the Board of Directors.
Section 13.02
President
Secretary
Treasurer
Signature of Board of Directors
___________________________
Wilfrido Pujols
__________________________
Luchy Rodriguez
___________________________
Lori Scott
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