TABLE OF CONTENTS:

ARTICLE I NAME, STANDING, AND MISSION STATEMENT
ARTICLE II PURPOSE, ELIGIBILITY, AND SCOPE OF PLAY
ARTICLE III LOCATION
ARTICLE IV MEMBERSHIP
ARTICLE V MEETING OF MEMBERS
ARTICLE VI BOARD OF DIRECTORS
ARTICLE VII COMMITTEES
ARTICLE VIII FISCAL MANAGEMENT
ARTICLE IX AMENDMENTS

ARTICLE 1

1.1 Name of Organization: The name of this organization is The Victoria Rosebuds Baseball Association, d/b/a Rosebuds Baseball, hereinafter described as Rosebuds.
1.2 Standing: Rosebuds is and will at all times be a nonprofit and exclusively for charitable community service organization as that is defined under section 501(c)(3) of the Internal Revenue Code. Rosebuds shall function under the bylaws and policies of the Rosebuds until such time it terminates, or in any way ceases to function. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, it being the intent to distribute any remaining funds to a local qualifying organization that has, at least generally, a purpose similar to the Rosebuds. The local qualifying organization will be determined by a vote of a majority of the board of the Rosebuds.
1.3 Mission Statement: Rosebuds exists to teach and promote the game of baseball in an environment that fosters competition and individual development, instills the importance of being part of a team, readies players for next-level baseball and enhances the enjoyment of youth baseball players in the community consistent with the goals below.

ARTICLE II

2.1 Purpose: Rosebuds organizes baseball teams for baseball players living in and around the Victoria County, Texas geographic area. Our goal is to create a comprehensive, community-based program to support the development of players across a wide range of participation levels. Our ultimate vision is to foster consistent teams at the youth level to support our next-level development and teams.
The Rosebuds Baseball program goals are to:
Provide effective, high-quality training for players and coaches at all levels.
Provide programs that are cooperative with and respected by other community programs.
Seek to maximize the potential of every player in the program.
Encourage and foster player participation for the full length of a player’s youth sports career by putting each player in a position to be successful.
Emphasize the importance of teamwork and sportsmanship.
2.2 Teams and Levels: Rosebuds baseball teams play in the Victoria league or other local/regional leagues and tournaments as may be determined by the Board of Directors from time to time. The final number and level of teams (i.e., 8u, 9u, 10u, 11u, 12u, 13u) offered will be decided by the Rosebuds Board of Directors on an annual basis and will be determined by registration numbers and talent level.

ARTICLE III

3.1 Location: The principal office of the Rosebuds, at which the general business of the organization will be transacted and where the records of the organization will be kept, shall be at such location in Victoria County, Texas as may be fixed from time to time by the Board of Directors.

ARTICLE IV

4.1 Membership: The general membership of the Rosebuds shall consist of parents/guardians of the registered eligible players. Rules may be established by the Board of Directors to determine who will be recognized to vote, upon what matters, and how voting rights are determined.

ARTICLE V

5.1 Place of General Meetings: General meetings of the general membership shall be held at the principal office of the Rosebuds or at such other suitable places as may be designated by the Board of Directors from time to time.
5.2 General Meetings: General meetings of the Rosebuds shall be held at least once per year as determined by the Board of Directors which shall set the specific date and time for each general meeting. The members shall transact such business of the Rosebuds as may properly come before them.
5.3 Special Meetings: Special meetings of the membership may be called by the President of the Board of Directors or shall be called by the President as directed by a resolution adopted by a majority of the Board of Directors or upon a written request signed by at least thirty percent (30%) of the voting members. The notice of any special meeting shall state the time, the place, and purpose of such meeting. No business shall be transacted at the special meeting except as stated in the notice.
5.4 Presiding Officer: The President of the Board of Directors of the Rosebuds shall be the presiding officer of all meetings of the general membership. In the absence of the President, the Vice President shall preside. In the absence of both persons, any other board member may preside over the general meeting.
5.5 Notice of Meetings. It shall be the duty of either the Secretary or the President to personally give a notice of each general or special meeting stating the purpose thereof, as well as the time and place where the meeting is to be held. The notice if mailed or emailed shall be sent to each member at the latest address appearing on the records at the Rosebuds office. Notice of general or special meetings shall be provided to membership at least three (3) days before the meeting and may be delivered in any manner agreed upon by the Board (i.e., text, email, social media, etc.)

ARTICLE VI

6.1 Board of Directors Number and Eligibility: The Board of Directors of the Rosebuds shall initially consistent of nine (9) voting Officers and such additional non-voting members as the Board shall determine from time to time. It is the goal to have at least five (5) members and no more than nine (9) at any time. The voting positions of the Board shall be the following Officer positions: (1) President, (2) Vice President, (3) Secretary, (4) Treasurer; and (5) the remaining Directors at Large to each having one (1) vote. To be eligible to serve as a member of the Board, the individual must be a member of the Rosebuds (per Article IV) or a resident of Victoria County, Texas. ALL BOARD MEMBERS MUST CLEAR A BACKGROUND CHECK FOR THE YEAR THEY ARE SERVING AS AN OFFICER.
6.2 Election of Officers: Each Board of Directors position shall be an annually elected position as determined by an anonymous ballot among current Board Officers and those in the membership eligible to vote (per Article IV) who appear at the regularly scheduled annual general meeting for the purpose of electing Board members. The presiding voting members of the current Board (or such subcommittee of two or more Board members designated by the presiding Board President) shall tally the votes at the Board election and promptly announce the results.
6.3 Governing Powers: The Board of Directors shall have all the powers and duties necessary or appropriate for the overall direction of the Rosebuds. They may engage in such acts and do such things as are not prohibited by law or these bylaws. For any rules not outlined in these by-laws, decisions will be made by majority vote of board members. Included in these powers is the ability to set certain fees and costs associated with membership in the Rosebuds including, but not limited to, registration fees and season participation fees.
6.4 Election and Term of Office: Board members shall hold office until the completion of their annual term at which time the Board member may choose to run for another one-year term at his/her or election. There shall be no limit on the number of terms a Board member can serve.
6.5 Vacancies: Vacancies in the Board of Directors caused by any reason other than the removal of a Director under Section 5 below shall be filled by a vote of the majority of the remaining voting members of the Board of Directors.
6.6 Removal of Board Members: At any general or duly called special meeting of the general membership, any one or more of the Board Members may be removed by a two-thirds (2/3) vote of the membership or by a majority vote of the Officers on the Board. A successive Board Member may then be elected by a majority of the Officers on the Board to fill the vacancy. Any Board Member whose removal has been proposed shall be given at least thirty (30) days’ notice of the intent to take such action and an opportunity to be heard at this meeting. Notice under this provision may be given in any manner by the remaining members of the Board of Directors.
6.7 Compensation: No compensation shall be paid to any members of the Board of Directors for their services to the Rosebuds. Directors may be reimbursed for actual expenses incurred by them in the performance of special duties provided such expenses were authorized by the Board of Directors for the benefit of the Rosebuds.
6.8 Regular Meetings: Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by the Board President, which may include a virtual meeting. The Board of Directors shall meet at least six (6) times each year, approximately bi-monthly.
6.9 Special Meetings: Special meetings of the Board of Directors may be called by the President of the Board upon at least two (2) working days’ notice to each Director. This notice may be delivered in any manner as determined by the President (i.e., text, email, social media, etc.)

ARTICLE VII

7.1 Establishing Committees: The President of the Board of Directors may establish committees having authority of the Board in the management of the business of the Rosebuds. Committees are subject at all times to the direction and control of the Board of Directors. Committees could include: equipment mangers, association representatives, fields coordinator, umpire coordinators, fundraising coordinators, tournament coordinators, social media coordinators.
7.2 Term of Office: Each member of a committee shall continue as such until his or her successor is appointed, unless the committee shall be sooner terminated, or unless such member is removed from such committee, or unless such member shall cease to qualify as a member thereof or resign. It will be the discretion of the Board of Directors to officially terminate a committee by majority vote.

ARTICLE VIII

8.1 Books and Accounts: Books and accounts of the Rosebuds shall be kept under the direction of the Treasurer and/or any accountant retained by the Rosebuds.
8.2 Execution of the Rosebud Documents: The Board of Directors may authorize any Officer or Officer’s agent or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Rosebuds. Such authority may be general or confined to specific instances. These authorizations are in addition to those authorized by these bylaws.
8.3 Loans: No loans shall be taken on behalf of the Rosebuds nor evidence of indebtedness shall be issued in its name unless authorized by unanimous resolution of the Board of Directors. Such authority shall be confined to specific instances and notice of the proposal shall be given to all membership in time for a special meeting to be requested.
8.4 Deposits: All funds of the Rosebuds not otherwise employed shall be deposited from time to time to the credit of the Rosebuds in such bank or banks or other depositories as the Board of Directors may elect.
8.5 Conflict of Interest: The Board shall not enter into any contract or transaction with (a) one or more of its directors, (b) a director of a related organization or (c) an organization in or of which a director of the Rosebuds is a director, officer or legal representative, or in some other way has a material financial interest unless:
1) That interest is disclosed or known to the Board of Directors;
2) The Board approves, authorizes or ratifies the action in good faith; and
3) The approval is by a majority of directors (not counting the interested director).

8.6 Checks, Drafts, Etc.: All checks, drafts and other orders for payment of funds will be signed by such Officers or such other persons as the Board of Directors shall designate in its approved financial policies.
8.7 Indemnity: The Rosebuds shall indemnify and hold harmless any Director from any suit, damage, claim, judgment or liability arising out of, or asserted to arise out of conduct of such person in his or her capacity as a Director except in cases involving willful misconduct or other tortious acts against minors. Indemnification provided under this section shall comply with and follow the requirements as provided by statute. The Rosebuds shall have the power to purchase or procure insurance for such purposes.

ARTICLE IX

9.1 Amendments: Both the Board of Directors and the members shall have the power to amend the Articles of Incorporation and these bylaws. Subject to restrictions imposed by statute, the Board may amend the articles and bylaws by adopting a resolution setting forth the amendment, providing written notice of the proposed amendments at least 15 calendar days prior to a duly called meeting. Such amendment shall require an affirmative vote of a majority of the Officers of the Board at a duly constituted meeting.