Litchfield Baseball Association Inc.
426 Brown Avenue
Litchfield, Mn 55355
ARTICLES OF INCORPORATION
LITCHFIELD BASEBALL ASSOCIATION INC.
Name and Principal Place of Business
The name of the corporation shall be “LITCHFIELD BASEBALL ASSOCIATION, INC. its registered office and principal place of business shall be in the City of Litchfield, ———-County of Meeker, Minnesota.
General Purpose and Plan of Creation
The general purpose and plan of operation of the corporation shall be as follows:
Section 1. To promote cooperation and service among all agencies ,groups associations, leagues, individual and other in building, creating and maintaining interest in baseball in and about the City of Litchfield, Minnesota.
Section 2. To assist and cooperate in the formation, creation and maintenance of baseball teams representing the City of Litchfield, Minnesota: to cooperate with other communities in the establishment and operation of baseball leagues whereby general schedules of games may be created and operated.
Section 3. To collect, receive and hold money and property, both real and personal or mixed, of whatsoever nature it may be, by gift, devise or donation; to convert property so received into cash; to receive money or other goods of value from its members and to disburse funds held by it or the income there from for any legal purpose associated with this enterprise.
Section 4. To do all things necessary to properly realize the purpose of this organization, looking toward a general recreation and creation of interest in the playing of baseball and holding of baseball events in and about the City of Litchfield, Minnesota.
Membership and Terms of admissions to Membership
Membership and terms of admission to membership in this corporation, shall be as follows:
Section 1. Individual Members. Any person agreeing to give service through this organization or who contributes by payment of dues or other membership fees on such basis as may be determined by the Board of Directors, shall be eligible for membership; said members shall be and remain members for a period of one year from and after the vote of election to membership. Dues shall be one dollar ($1.00) Dollar a year for each individual member.
Section 2. Honorary Members The Board of Directors of this corporation may select annually not to exceed three honorary members of the corporation. Selection of such honorary members shall be made for distinguished service to the Litchfield Baseball Association, Inc., or its purposes, and such persons so selected shall be honorary life members of the corporation entitled to one vote each and shall be eligible to hold office e in the corporation. Honorary members shall not be required to pay dues.
BOARD OF DIRECTORS
Section 1. Personnel of Board. The management, maintenance and administration of the affairs of this corporation shall be voted in a Board of Directors of twelve (12) members chosen from among its members, resident of the City of Litchfield, Minnesota, and in the territory tributary thereto.
Section 2. TERMS. Board members hall be elected for a term of three (3) years; one third shall be elected annually on a rotational basis, the fiscal year of the corporation shall coincide with the calendar year and the expiration of terms of membership upon the board shall be deemed to expire on December 31st of each year, as the case may be.
Section 3 . Nomination and Election. Not later than December of each year the Board of Directors shall appoint a nominating committee consisting of seven (7) members of the corporation who shall nominate eight (8) persons for the four (4) vacancies to become existent on December 31st of that year. Nominations shall also be called for from the floor at the time of the annual meeting of the corporation.
Section 4. Annual Meeting. The annual meeting of the corporation shall be held in the City of Litchfield, Minnesota, in the month of December of each year hereafter following, at the call of the Board of Directors, who shall establish for each year the data of said annual meeting. Roberts Rules of Order shall at all times govern meetings of the membership and Board of Directors.
Section 5. Interim Vacancies. The Board of Directors shall fill any vacancy occurring in the Board of Directors for the remainder of the unexpired term in question.
Section 6. Duties. The Duties of the Board of Directors shall be:
a. To manage the affairs of this corporation between meetings of the members thereof.
b. To adopt such policies and procedures for the operation of this corporation as may be consistent with this constitution and by-laws and designed to carry out the objects of this corporation.
c. To appoint such additional committees as it may deem expedient; for the carrying out of the objects of this corporation.
d. To arrange for the raising of funds.
e. To control the distribution of funds collected.
f. To employ such persons as it may deem necessary for the successful prosecution of the objects of this corporation.
g. To give, at least once a year, a full and complete report of its activities at a meeting of the members of this corporation
Section 7. It is hereby declared that the following named persons have been elected to membership upon the Board of Directors of this corporation to hold —— office until the dates hereinafter specified:
a. Members who hold office until December 31, 1950:
Sam G. Gandrud Glenn Nelson
Lee Meade Albert Dollerschell
b. Members who hold office until December 31, 1951:
G. A. Hollaar Victor Mc Goon
Art Kielty Lawrene Martens
c. Members who hold office until December 31, 1952:
W. S. Mc Gee Andy Quinn
J. F. Verby V. A. Sederstrom
Section 8. Meetings: The Board of Directors shall meet once a month or at the call of the President of the Board of Directors, the membership shall not at the annual meeting and at other times as designated by the board.
Section 1. The officers of this corporation shall be the President, Vice President, Secretasry and Treasurer, who shall be elected annually by the Board of Directors from its own membership, immediately following the annual meeting.
Section 2. All officers shall serve for the term of one yhear or until their successors are elected and qualified.
Section 3. The duties of the officers shall be:
PRESIDENT: To preside at all meeting of the members, and to service as chairman of the Board of Directors; to appoint all committees unless otherwise directed; and to carry out such other duties as usually pertain to this office.
VICE PRESIDENT: To preside at all meeting of memberships and Board of Directors if the President is unable to attend and to do such other work as may be necessary.
TREASURER: To have custody of all funds of this corporation and to pay out the same upon the direction and warrant of the Board of Directors. He shall give bond with approved surety for the faithful performance of his duties, in such amounts as shall be fixed by the Board of Directors. Cost of such bond shall be borne by this corporation.
SECRETARY: Under the authority of the Board of Directors shall be responsible for the general direction of the affairs and operations of the corporation with policies laid down by the Board of Directors. He shall give notice of all meetings, keep the minutes and records of this corporation and its Board of Directors and of its official committees, and to perform such other duties as the Board of Directors shall decide.
This corporation shall have no capital stock, it being a charitable, non-profit association.
The duration of the corporation shall be perpetual unless terminated by action of the corporation in the manner provided by law.
Limit of Liability
The legal limit of liability of this corporation shall at no time exceed the sum of Five Thousand ($5,000.00) Dollars.
Organizers whose signatures are appended hereto are hereby declared to be the organizers of this corporation, by and with the full knowledge, consent and approval of the now constituted Board of Directors hereof, that the officers who shall hold office until the next regular meeting of this corporation and who are its organizers, are as follows:
PRESIDENT: SAM G GANDRUD TREASURER: J.E. VERBY
VICE PRESIDENT: G. A. HOLLAAR SECRETARY: LEE MEADE
In testimony whereof, the following named have hereunto set their hands and seals this 3rd day of March 1950.
*****SIGNATURES:::::::::: OF ABOVE OFFICERS
****NOTARY PUBLIC = LELAND A. OLSON— Meeker County March 3, 1950.