The name of the Association shall be the Woodbury Youth Athletic League, (WYAL). The WYAL is organized exclusively for educational and charitable purposes under Section 501 ( c ) ( 3 ) of the Internal Revenue Code.

The principal office of the Association shall be 2809 Leyland Trail, City of Woodbury, State of Minnesota 55125. The Association may have such other offices as may from time to time be designated by its members or its Board of Directors.

a) Active Membership. Any person who has a child participating in a WYAL sponsored sports program is eligible to become an active member of the Association, with full voting and other privileges. Adult members may participate in management of the organization, coaching of teams and player instruction. Adults may not participate as athletes on a team. To participate on a team, a child must be a youth age 18 or under.

b) Associate Membership. Any person in any way interested in the activities of the Association may be admitted as an associate upon petition to the Board of Directors. A majority vote of the Board of Directors is required to approve said petition for associate membership.

c) Voting. Each member shall be entitled to one vote in the affairs of the Association.

d) Duration of membership. Membership in the Association may terminate upon voluntary withdrawal as provided by these bylaws. All rights, privileges, and interest of a member in or to the Association shall cease on termination of membership. Memberships shall be nontransferable. Any member may, by giving notice of such intention, withdraw from membership. Withdrawal shall be effective on fulfillment of all obligations to the date of withdrawal.

e) Suspension and Expulsion. If, in a written and signed communication addressed to the Board of Directors, any member of the Association shall be charged with conduct detrimental to the objects or interests of the Association or in violation of its bylaws, code of ethics/conduct, or rules and regulations; the Board of Directors shall consider the matter and decide if it shall take further action. The Secretary shall send a copy of the charges to the accused member, who shall be given adequate time to reply, whereupon the Board of Directors shall take such further action as it may deem proper. The Board of Directors, after a fair and impartial hearing on due notice to the accused member; such notice to be given by the Secretary by registered or certified mail to the accused member at the member's last known address at least 30 days before the hearing, shall be satisfied of the truth of the charges, may request the offending member to resign or may suspend or expel the member. A majority vote of the Board of Directors is required for suspension and or expulsion of a member.

The annual dues required for membership in the Association shall be determined by the vote of members, on recommendation of the Board of Directors. Dues may be varied from year to year, but shall be the same for all members.

a) There shall be an annual meeting of the Association upon public notice as ordered by the Board of Directors; for election of officers, receiving reports, and the transaction of business. This meeting shall be open to all members.

b) Quorum. A majority of the members of the Association, when present at any meeting, shall be constituted a quorum, and in case there is less than this number, the presiding officer may adjourn from time to time until a quorum is present.

c) Order of Business. The order of business at the annual meetings shall be as follows:

1. Call to order
2. Reading of minutes of previous meeting
3. Receiving communications
4. Reports of Officers
5. Reports of committee heads and committee members
6. Unfinished business
7. New business
8. Election of Officers
9. Adjournment

a) Elective Officers. The elective officers of the Association shall be a President, a Vice President, a Baseball Director, a Secretary, and a Treasurer. Other offices and officers may be established and appointed by the active members of the Association at the regular annual meeting.

b) Terms. The President, Vice President, Baseball Director, Secretary, and the Treasurer shall take office immediately upon their election, and shall serve for a term of one-year or until successors are duly elected. Officers are eligible for re-election. Vacancies in any office may be filled for the balance of the term of such office by the election of members.

c) President. The President shall be the Chief Officer of the Organization, and shall be present at meetings of the Association and of the Board of Directors. The President shall be a member/Officer of all committees. The President shall communicate to the Association such matters and make such suggestions as may, in the President's opinion, tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office.

d) Vice-President. The Vice-President shall perform all duties of the President during the absence of the President. The Vice-President shall be a member/ex Officer of all committees.

e) Treasurer. The Treasurer shall keep an account of all moneys received and expended for use of the Association, and shall make disbursements authorized by the Board of Directors or such other persons as the active Association members may prescribe. All sums received shall be deposited by the Treasurer in the bank or banks approved by the Board of Directors, and the Treasurer shall make a report at the annual meeting or when called upon by the President. Funds may be drawn only on the signature of the Treasurer. The duties of the Treasurer, under the approval of the membership, may be delegated to an assistant treasurer.

The funds, books and vouchers in the hands of the Treasurer shall, with the exception of confidential reports submitted by members, at all times be subject to verification and inspection by the Elective Officers of the Association. At the expiration of the Treasurer's term of office, the same shall deliver to his or her successor all books, money, and any other property of the Association currently in the Treasurer's possession.

f) Secretary. The administration and management of the Association shall be vested in the Secretary. The Secretary shall direct the activities of the Association and perform such other duties as may be defined by the Board of Directors. It shall be the duty of the Secretary:

1. To give notice of and attend all meetings of the Association and all committees and to make provision for the keeping of a record of proceedings;
2. To conduct correspondence and to carry into execution all orders, votes, and resolutions not otherwise committed;
3. To keep a list of the members of the Association;
4. To establish machinery for the collection of dues and their payment to the Treasurer;
5. To keep records of any agents retained by the Association, and to take charge of and supervise the performance by such of their duties;
6. To prepare, with the concurrence of the Treasurer, an annual report of the transactions and condition of the Association, and generally to act in the best interests of the Association.

g) Baseball Director. The Baseball Director shall be responsible for the day-to-day operations of the baseball program.

a) Officers. The election of officers shall take place annually at the time and place of the regular annual meeting. Any member shall be eligible for office. All members are entitled to vote. Candidates who receive a majority of votes so cast shall be elected.

b) Members of the Board of Directors. The members of the Board of Directors shall be the President, Vice-President, Secretary and Treasurer of the Association.

a) Standing Committees. The Association shall have at least one standing committee, the Board of Directors comprised of the President, Vice-President, Secretary, and Treasurer. Additional standing committees may be established from time to time by resolution adopted by the Board of Directors. Each standing committee shall have a chairperson, who shall be responsible for directing and coordinating the affairs of the committee. The Board of Directors shall designate the chairperson. Vacancies that occur on any committee by reason of death, resignation, or otherwise, may be filled by the remaining members for the unexpired team.

b) Board of Directors. The Board of Directors shall have supervision, control, and direction of the affairs of the Association, shall execute the policies and decisions of the membership, shall actively prosecute the Association's objects, and shall have discretion in the disbursement of funds. It may adopt such rules for the conduct of its business as shall be deemed advisable, and may, in the execution of powers granted, appoint subcommittees or agents to work on specific problems or reports. The Board of Directors shall have a regular meeting at the time and place of annual meeting, and shall report to the membership on its activities. It shall meet on the call of the Board of Directors. It shall also meet on demand of a majority of the members of the Association. A majority vote is required for action by the Board of Directors.

It is the intention of the Association to address the special needs of individuals who are socially, economically, or physically disadvantaged. At such time when an individual or individuals shall bring to the Board of Directors; circumstances that prevent an athlete from participating in the Association because of social, economic and or physical needs, the Board of Directors shall authorize a committee or task force of three members who shall:

a) Review the special circumstances
b) Define measures to address needs
c) Recommend to the Board of Directors the correction measures. Upon completion of said committee or task forces activities, the Board of Directors will vote to adopt the appropriate course of action of the Association.

These bylaws may be amended, repealed, or altered; in whole or in part, by a majority vote at any duly organized meeting of the Association.

Nothing in these bylaws shall constitute members of the Association as partners for any purpose. No member, officer, or employee shall be liable for the acts or failure to act of any other member, officer, agent, or employee of the Association. Nor shall any member, officer, agent, or employee be liable for his or her acts or failure to act under these bylaws, excepting only acts or omissions arising out of his or her willful misfeasance.

a) Finances. This Association is not intended as a profit-making organization. The Association shall use its funds only for objects and purposes specified in these bylaws.

b) Bonding. Persons entrusted with the handling of Association funds may be required, at the discretion of the Board of Directors, to furnish, at Association expense, a suitable fidelity bond.

These bylaws, as revised, shall become effective immediately upon approval by the IRS of the WYAL status as a 501 ( c ) ( 3 ) corporation.

The Association may be dissolved by the vote of a two-thirds majority of its active members.

Upon the dissolution of the Woodbury Youth Athletic League, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( c ) ( 3 ) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the Federal Government or to a state or local government, for a public purpose.

The Treasurer shall administer the distribution of funds in accordance with the recommendations made by the Board of Directors under this bylaw.