Over Thirty Baseball, Inc.

ARTICLE I.

NAME

1.1	Over Thirty Baseball, Inc., hereinafter referred to as OTB, is a nonprofit amateur adult baseball league.

ARTICLE II.

PURPOSE

2.1

The purpose of OTB is to allow baseball players who have reached thirty years of age by December 31 of the current playing year, an opportunity to play the game they enjoyed playing as a youngster, or who never had a chance to play the game. The goals of OTB include fun, exercise, and meeting other ballplayers in a reasonably competitive environment.

ARTICLE III.

MEMBERSHIP

3.1	Membership in OTB shall not be restricted as to race, color, creed, religion, national origin, gender, age, marital status, handicap or sexual orientation. Any gender-specific language contained herein is for simplication of communication and not meant to be restrictive in any way.

3.2	Individuals shall be considered members in good standing in OTB when the following conditions are met; annual dues are paid in full and the individual has not been banned from OTB. Individuals must have their annual dues paid prior to the start of the season unless they have made prior arrangements with the league president due to financial hardship. Any individual not paid in full by July 15th is administratively suspended from playing in games until dues are fully paid. The league President will report any payment arrangements made with individuals to the VP Operations and Treasurer to ensure compliance.

3.3	Dues will be set annually by the Board of Directors, as recommended by the Treasurer.

3.4	New members become effective once drafted by an OTB team, assuming all other conditions are met.

3.5	The Board of Directors, on an individual case basis, may consider honorary membership in OTB.

ARTICLE IV.

DIRECTORS

4.1	OTB shall have a Board of Directors (also referred to as "the Board") comprised of at least one of the following roles from each team in the League: Manager, Assistant Manager, or Team Representative. Although a team may have multiple representatives attend any meeting, only one vote per team shall be cast.

4.2	The Board of Directors of OTB shall be empowered to act for the membership of OTB in all matters concerning OTB.

4.3	The OTB Board of Directors shall also elect five members to an Executive Board of Directors (EBoD), who shall manage the business, policies, decisions, affairs and activities of OTB. Elected EBoD members shall be nominated on the basis of their interest in OTB and their willingness to lead by example in maintaining the philosophy of OTB. OTB EBoD members are not prohibited from being Manager, Assistant Manager, or Team Representative.

4.4	Any existing powers and duties not explicitly stated in these bylaws are retained by the Board of Directors and Executive Board of OTB.

4.5	Prospective team Managers, Assistant Managers and Team Representatives shall be nominated and voted upon by a secret ballot by the Board of Directors. A majority of the votes of the Board shall be required for acceptance as Manager, Assistant Manager, and Team Representative.

4.6	The duties and responsibilities of the Manager, Assistant Manager and Team Representative as enumerated in the job descriptions found in the Appendix are hereby incorporated into these bylaws. These duties and responsibilities can be modified from time to time and those changes accepted by a majority vote of the Board.

ARTICLE V.

EXECUTIVE BOARD

5.1	The Executive Board of Directors of OTB shall be a President, Vice President of Administration, Vice President of Operations, Secretary, and Treasurer.

5.2	The elected EBoD shall be considered members of the current Board of Directors.

5.3	There is no term limit for EBoD. Members in good standing may run against such officers once nominated for election at the Annual Business Meeting.

5.4	The duties and responsibilities of the EBoD as enumerated in the job descriptions found in the Appendix are hereby incorporated into these bylaws. These duties and responsibilities can be modified from time to time and those changes accepted by a majority vote of the Board.

5.5	No compensation of any type shall be given or granted any EBoD or Board of Directors of OTB for services rendered.

5.6	Between board meetings, the EBoD shall be empowered to act for the membership of OTB in all general business matters concerning OTB. The EBOD may also act on time-critical matters that cannot wait until the next scheduled meeting. Such actions shall be reported to the Board at the next scheduled meeting.

5.7	Uniform change requests must follow below guidelines: All changes to uniform styles must avoid substantial likeness of MLB uniforms Styles must not include too much detail or customizing that would create a challenge when duplicating from another vendor if needed All players on affected teams must assent to change (both style and cost) via confidential process a. This process may include online survey services Executive Committee to complete this process before changes may be approved Uniform changes must remain in place for at least three years to reduce financial burden to players Team name changes must follow same process

5.8	Team Management change guidelines Team notification a. Each player on the team must be notified of potential manager candidates and given the opportunity to provide confidential feedback b. Online surveys may be used c. The online survey should also be used to solicit for those who want to be considered for manager Potential candidates should be screened by an officer of OTB a. Discussion of OTB Philosophy b. Written agreement to follow management guidelines (TBD) c. OTB experience should be considered d. Playing experience should be considered e. Player conduct issues? Timing a. Nominations to the full BOD will not be presented until the nomination process is completed and approved by the Executive Committee

ARTICLE VI.

VOTING

6.1	Each team is allocated one vote which may be cast by either the Manager, the Assistant Manager, or the Team Representative.

6.2	Members of the EBOD who have previously voted as a Manager, Assistant Manager, or Team Representative are prohibited from voting again on the same motion.

6.3	A representative must be present to cast a vote; no proxy votes are allowed.

6.4	All business of the Board shall be agreed upon by use of a simple majority of the votes unless otherwise indicated in the bylaws.

ARTICLE VII.

FINANCE

7.1	The fiscal year of OTB follows the calendar year from January 1 to December 31.

7.2	The finances of OTB will be the responsibility of the Treasurer; oversight will be provided by an Audit Committee.

7.3	The duties and responsibilities of the Treasurer as enumerated in the job description found in the Appendix are hereby incorporated into these bylaws. These duties and responsibilities can be modified from time to time and those changes accepted by a majority vote of the Board.

ARTICLE VIII.

MEETINGS

8.1	All meetings of the OTB Board of Directors shall be guided by Roberts’ Rules of Order and convened within the Commonwealth of Massachusetts.

8.2	A quorum of the Board of Directors shall be required to conduct OTB business at a scheduled Board meeting. A quorum will be considered a majority, one member greater than 50% of the total Board membership (each team plus EBoD). Once a quorum is attained, the Board may transact business for OTB.

8.3	Officers and members of the Board of Directors (at least one member per team) are expected to attend all meetings during the year. A Director, or designee, may not be absent from five meetings or more during each year. Any team whom has 5 or more absences from meetings shall automatically be referred to the Conduct Committee for appropriate discipline.

8.4	Board meetings shall be held each month, or, a minimum of ten times per year. The Annual Board of Directors Meeting shall be held during the month of December or at such other time as the Board of Directors may determine by majority vote.

8.5	All meetings of the Board of Directors shall be called and scheduled in advance at the previous meeting and the meeting date posted or communicated to all members at least 72 hours prior to the meeting.

8.6	The meetings of the Board of Directors shall be open to all current members of OTB, with the exception that the Board may convene an Executive session not open to the general membership.

8.7	Any member of OTB in good standing may introduce a motion to be voted on by the Board. The motion should be submitted in final form to an officer of OTB at least 72 hours prior to the meeting at which it will be discussed. The Board is under no obligation to dispose of these motions at meetings.

8.8	The Secretary, or designee, shall record the minutes of all OTB Board of Director Meetings.

8.9	The minutes shall be recorded and made available to all Board members at least 24 hours prior to the next scheduled Board meeting. Upon approval, minutes shall be posted in a public place accessible to all Board of Directors.

8.10	Circumstances that present a conflict of interest should result in the involved member abstaining from a vote. In the case of questionable circumstances, the Chairperson of the involved committee or a vote of the Board Directors shall consider the determination of whether a conflict exists.

8.11	Except for those motions voted on at the annual meeting, any motion passed during the year will need a 2/3rd vote of the Board to re-visit the motion. If the motion is re-visited by 2/3rd vote, then a majority vote of the Board is necessary to over-turn the previously accepted motion.

ARTICLE IX.

SPECIAL MEETINGS

9.1	Special meetings may be called as needed during the year.

9.2	A player draft shall be conducted, as needed, or at least once annually to fill any available team roster openings. The actual draft procedure shall be submitted by the Draft Committee and approved by the Board of Directors prior to the day of the draft.

ARTICLE X.

GAME SCHEDULES

10.1	The regular season schedule shall be completed and approved by a majority vote of the Board no later than two weeks (14 days) prior to the start of the regular season.

10.2	The regular season shall start during the month of April, or on another date as determined by the Board.

10.3	The playoff format shall be completed and approved no later than opening day of the current playing year.

10.4	The Schedule Committee shall be responsible for developing and presenting these schedules to the Board for approval. A majority vote of the Board is required for approval of the current year schedules.

ARTICLE XI.

COMMITTEES

11.1	OTB shall have standing committees. Typically including but not limited, to the following: Audit Committee, Draft Committee, Rules and Regulations Committee, Hall of Fame Committee, Fund Raising Committee, Night OTB (NOTB) League Committee, Schedule Committee, and Conduct Committee. The Board may establish other committees to meet a specific need as they see fit.

11.2	Committees should consist of at least three OTB members; shall be established prior to the start of the playing season; shall conform to applicable bylaw sections; shall provide a summary of their deliberations; shall report recommendations to the Board; and shall have recommendations to the Board accepted by a majority vote. In a public place accessible to all Board of Directors, the members of all committees shall be listed and kept up to date.

11.3	Voting members of the Draft committee shall not also be members of the EBoD.

11.4	The Audit committee, consisting of at least three OTB members, shall be established prior to the start of the playing season. The Treasurer shall supply and the committee shall review all expenses at least twice during the same year, with the final review to be completed in November and a report presented to Board of Directors at the Annual Board of Directors Meeting. The audit for the applicable calendar year shall include, but not be limited to, the following:

	a. Reconciliation of all OTB checks and Bank Statements
	b. Itemization of expenses
	c. Monthly reports must be available

ARTICLE XII.

PLAYING RULES AND REGULATIONS

12.1	The rules and regulations, under which OTB games are played, will generally follow those of Major League Baseball ®, except where explicitly stated in the OTB Rules.

12.2	The Rules and Regulations Committee, consisting of at least three OTB members, shall be established before the start of the playing season. The committee shall continually review the current rules and present a proposal to include revisions and amendments to the Board of Directors at the Annual Board of Directors Meeting.

12.3	The Rules and Regulations can be modified or amended only at the Annual Board of Directors Meeting and will require a majority vote of the Board.

ARTICLE XIII.

AMENDMENTS

13.1	These bylaws may be altered, amended or appealed in whole or in part, by a three quarters vote of the attending members of the OTB Board of Directors at the Annual Board of Directors Meeting.

13.2	Amendments to these bylaws must be submitted to the Board at least one month prior to the Annual Board of Directors Meeting. The Board may make suggestions on the format of the amendment, but may not restrict submission of such from the membership.

13.3	All amendments for consideration at the Annual Board of Directors Meeting must be made available to all Board of Directors at least one week prior to the Meeting.

13.4	Amendments to these bylaws that are affirmatively voted upon and accepted by the membership become effective at the next regularly scheduled meeting of the Board.

13.5	The Board may not restrict the number of Amendments offered at the Annual Board of Directors Meeting.

ARTICLE XIV.

USE OF OTB NAME AND GOODWILL

14.1	OTB, may on occasion, lend its name and goodwill to causes and events deemed to be charitable and/or youth-oriented in nature. A majority vote of the Board shall be required for such use.

ARTICLE XV.

ARTICLES OR ORGANIZATION

15.1	The Articles of Organization for Over Thirty Baseball, Inc., as submitted to and approved by the Office of the Secretary of State of the Commonwealth of Massachusetts on August 23, 1994, are hereby incorporated into these bylaws. The Articles can be found in the Appendix.

15.2	Any contingencies that are not covered by these bylaws, are covered by the Articles if explicitly stated. These bylaws take precedence over the Articles when a conflict exists between the two.

ARTICLE XVI.

ACCEPTANCE AND POSTING OF BYLAWS

16.1	These bylaws were accepted by acclamation by the OTB Board of Directors, and became effective, December 16, 2019, amending the bylaws previously accepted on December 8, 2008 and modified thereto. The current version of the bylaws and any rules governing management and operation of the league shall be posted in a public place accessible to all Board of Directors.