Article I - Name
The name of the organization shall be The Cape Old Timers' Softball League (Hereinafter "League").

Article II - Purpose
The purpose of the League shall be to provide a recreational program for seniors, to promote sportsmanship and a healthy competitive spirit among seniors, and to cooperate with Town agencies on Cape Cod in the betterment of playing fields and recreational facilities.

Article III - Membership and Player Assignments
A. Membership shall be open to any person age 57 or older. All entering members shall be assigned to the American Conference (Divisions I and II) or National Conference (Divisions III and IV) depending upon age and ability.
B. A member's age shall be determined by the year in which he/she was born, without regard to the specific date of birth.
C. The Board of Directors may change the age requirements at any time, and shall also determine any changes in League structure.

Article IV - Meetings
A. An annual meeting, open to all members, shall be held during or about the second week of October of each year. A quorum shall be forty (40) League members. The business to be transacted at such meeting shall be the reports of the Commissioner and Treasurer, the election of Directors, and such other business as shall properly be brought before the meeting. Special meetings of the members shall be held on call of the Board of Directors on such dates and at such places as may be determined by the Board.
B. The Board of Directors shall meet monthly, April through November, and at any other time deemed necessary by the Commissioner. A quorum shall be seven (7) Board members.

Article V - Elections
A. A nominating committee, appointed by the Board of Directors, shall make the general membership aware of impending vacancies on the Board of Directors and solicit the membership for nominations. Notice of said vacancies shall be posted in the league newsletter and on its web-site on or before August 1 of each year.
B. The nominating committee will present a list of qualified candidates to the Board of Directors for review and approval at a meeting of the Board held on or prior to September 15 of that year. The approved list of candidates shall be posted on the league web-site as soon as possible after the September board meeting.
C. The list of candidates shall be presented to the general membership at the annual meeting in October. At that time, nominations from the floor will be accepted for each contested position. When there is more than one nominee for a contested position, the members present shall cast written ballots and the nominee receiving the most votes for that position shall be duly elected. Each contested position with multiple nominees will be handled in the above manner. When there is only one nominee for a contested position, the Treasurer/ Secretary shall cast one ballot for such nominee and that nominee shall be duly elected.

Article VI - Officers
The officers of the League shall be Commissioner, Conference Presidents, and the Treasurer/Secretary, all of whom shall be elected by the League members, and shall have the authority and perform the duties prescribed, from time to time, by the Board of Directors. In the absence of the Commissioner, or in the event of an inability to act, the Board of Directors shall appoint a Board Member to perform the duties of Commissioner during the aforesaid absence or inability to act.

Article VII - Board of Directors
A. The Board of Directors shall be comprised of the league officers (Commissioner, Conference Presidents, and Treasurer/Secretary), the most recent Ex-Commissioner, together with six (6) members elected at large. The powers of the League shall be exercised by, its properties managed by, and its affairs conducted by the Board of Directors. Directors' terms shall be for two (2) years, beginning with the first scheduled meeting of the board following the annual meeting, except as follows:
1. In the event of an appointment to fill a vacancy, the term shall be limited to the balance of the vacated term. 2. The Ex-Commissioner shall only serve until he/she is replaced by the new incoming Ex-Commissioner, or for a period of one year, whichever comes first.
B. In the event that any position on the Board becomes vacant, the Board shall act promptly to fill the vacancy for the balance of the unexpired term by appointing a league member to the Board unless the Board determines that the position need not be filled until the next annual meeting.
C. Any member of the Board may be removed from his/her position by a majority vote of the Board whenever, in the Board's judgment, the best interests of the League would be served by such removal. The member subject to such possible removal shall not vote on the question.

Article VIII - Managers
A. Team Managers shall be appointed by the Commissioner and may be removed by the Commissioner whenever in his/her judgment the best interests of the League would be served by such removal.
B. The Team Managers, in their respective divisions, will assess each player's ability and approve player assignments to teams with the objective of creating parity among the teams within their division.

Article IX - Committees
A. The Board of Directors shall be responsible for designating permanent committees. The Commissioner may, from time to time, designate temporary committees and any member of the League may serve on such committees. The Commissioner shall appoint the Chairman of all committees, and the Chairman shall then select the members of the committee, subject to the approval of the Board of Directors. Committees shall meet at the discretion of the Chairman.
B. No members of the aforementioned nominating committee may be nominated for election to the Board except from the floor at the Annual Meeting.
C. No member may serve on more than one (1) permanent committee at the same time.

Article X = Contracts
The Board of Directors may authorize any officer or member of the League to enter into any contract or execute and deliver any instrument in the name of and on behalf of the League, and such authority may be general or may be confined to specific instances. Whenever more than one signature is required, the Commissioner shall be authorized to sign along with any other member of the Board of Directors.

Article XI - Books, Records, & Annual Reports
A. Each Board Member and/or committee chairman shall, at the expiration of his/her term, surrender all documents, records, supplies and information so as to assure a smooth transition of office.
B. The financial books will be closed within thirty (30) days after the end of the fiscal year. At that time, the Treasurer shall submit and present the Annual Financial Report to the Board of Directors. Within thirty (30) days thereafter, the financial books and records will be audited by a qualified individual chosen by the Board. The auditor shall submit a written report to each Board Member no later than December 31 of that year. The Board will review the auditor's report at the first meeting of the Board following receipt of the report. The Annual Financial Report and the auditor's report will be made available to the League Members thereafter.

Article XII - Fiscal Year
The fiscal year of the League shall begin on the first day of November of each year and end at midnight on the 31st day of October of the following year.

Article XIII - Dues
The Board of Directors shall determine, from time to time, the amount of annual dues payable to the League by the members, and shall give appropriate notice to the members. Dues shall be payable prior to the first regularly scheduled League game. Dues for members joining the League during the season may be adjusted or waived by the Commissioner.

Article XIV - Tax Aspects
A. Notwithstanding any other provisions of these Articles, the League is organized exclusively for one or more purposes as specified in the provisions of Internal Revenue Code (hereinafter, IRC) Section 501 ( c ) 3, as amended; and as specified in all the applicable provisions of the U.S. Treasury and Internal Revenue Service ( hereinafter, IRS) rules, regulations and procedures.
B. No part of the net earnings of the League will inure to the benefit of any member, Director, or Officer of the League, or any private individual (except that reasonable compensation may be paid for services rendered to or for the League), and no member, Director or Officer of the League, or any private individual will be entitled to share in any benefit from the dissolution of the League.
C. No substantial part of the activities of the League will consist of lobbying or propaganda, or otherwise attempting to influence legislation, except as provided for in the provisions of IRC Section 501 (h), as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures; and this league will not participate in or intervene in (including publishing or distributing statements) any political campaign on behalf of or in opposition to any candidate for public office.
D. In any taxable year in which the League is a private foundation as described in the provisions of IRC Section 509 (a), as amended and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures, the League will distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4942 and the League will not:
(1) engage in any act of self-dealings defined in IRC Section 4941 (d) in any such manner as to subject the League and/or any other entity and/or individual to tax as provided under the provisions of IRC Section 4941, as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures;
(2) retain any excess business holdings as defined in IRC Section 4943 ( c ) in any such manner as to subject the League and/or any other entity and/or individual to tax as provided for in the provisions of IRC Section 4943, as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures;
(3) make any investments in any such a manner as to subject the League and/or any other entity and/or individual to tax as provided for in the provisions of IRC Section 4944, as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures;
(4) or make any taxable expenditures as defined in IRC Section 4945 (d) in any such manner as to subject the League and/or any other entity and/or individual to tax as provided for in the provisions of IRC Section 4945, as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures.
E. In the event of a dissolution, all of the remaining assets and property of the League will, after payment of necessary expenses thereof, be distributed to such organizations as will qualify under the provisions of IRC Section 501 ( c ) 3, as amended, and as provided for in all the applicable provisions of the U.S. Treasury and IRS rules, regulations and procedures; and as provided for in all the applicable provisions of the Massachusetts statutes, rules and regulations for public purposes, subject to the approval of a Justice of the Supreme Court of the Commonwealth of Massachusetts. /p>

Article XV - Amendment of Bylaws
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by a two-thirds vote of members at a regular or special meeting of the League with a quorum of no less than forty (40) members present. Notice of the meeting and proposed changes must be given to the membership at least fifteen (15) days prior to the meeting. A proposed change may be presented to the membership in two ways:
1. The Board of Directors may present changes.
2. The Board of Directors shall be obligated to present to the membership proposed changes given to the Board by any League member which is accompanied by forty signatures endorsing such changes, providing there is adequate and reasonable time to meet the fifteen day notification period specified above.