45+Adult Softball League
 
 

The MASSL began when the Georgia Peaches was created in 1985 by a group of former softball and baseball players (age 55+) who loved to play the game. The team would have to travel to other Georgia cities (e.g., Augusta, Columbus, Macon and Warner Robins) on Saturdays to play double headers against other senior teams. This same group of players were instrumental in organizing the Dekalb and Gwinnett County Senior Softball Associations.

Check out the League's First Tournament Teams. This is the group of guys who started it all!! If you look closely, you will see a couple of familiar faces who are still playing in the league and playing tournament ball today. Others are still active in the league even though they may not be playing any longer.

George Bond passed away on Saturday, March 22, 2014, at the age of 94. George was our oldest League member and one of the players who helped to make the league what it is today. He played in the league and on the 1986 Georgia Peaches.

The Metro Atlanta Senior Softball League is a non-profit organization that was formed in 1992 with By-Laws and Rules. The Gwinnett County and Dekalb County Senior Softball associations merged at that time in order to form the Gwinnett-Dekalb Seniors Softball, Inc. (GDSS) association that could better promote senior softball participation in the Metro Atlanta area. The GDSS then established the Metro Atlanta Senior Softball League (MASSL), under which its members could participate in organized senior softball league play.

Presidents since League Inception in 1992!

  • At the annual meeting in December, 2006, the membership voted to change the name of the association to Gwinnett Senior Softball, Inc. (GSS).
  • To recruit new players, the age limit was lowered over the years (50+ in 1989; 48+ for men and 40+ for women in 2001; and 45+ for men in 2006).
  • At the annual meeting in December, 2012, the membership:
    • Approved new By-Laws to be in compliance with IRS 501c(7) tax exemption regulations;
    • Renamed the Executive Committee to Board of Directors; and
    • Renamed the Mon/Wed League to the American League and Tues/Thurs League to the National League.

The GSS membership is governed by a set of by-laws and is directed by the Board of Directors (also known as the Executive Committee), officers who are elected annually at the General Membership Meeting. In addition to the GSS association officers, the Metro Atlanta Senior Softball League (MASSL) activity is overseen by a League Commissioner for each of the two leagues (Recreational and Competitive). The General Membership Meeting is held in December at the Gwinnett County Senior Center, Bethesda Park, Lawrenceville. GSS members are encouraged to attend and vote on changes to rules and/or by-laws.

The Board of Directors welcomes your input on any issue!! Board meetings are open, on a non-voting basis, to all members in good standing. Members who are interested in attending a Board meeting can contact a Board member for the next upcoming meeting. Minutes of the Board meetings and the Annual General Membership meetings are posted online.

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Presidents since League Inception in 1992

1992 - 1994
Norm Lebedin
Charlie Blackburn
1995

Curtis Caldwell
1996 - 1997

Dave Foltz

1998 - 1999

Ed Davis

2000

Don Griffiths

2001 - 2002

Ed Davis

2003 - 2004

Walt Clingenpeel
2005 - 2006

Peter Mariolis
2007 - 2011

Gary Mastrodonato
2012 - 2014

Ron King
2015 -

Bob Morrison

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BY-LAWS OF GWINNETT SENIOR SOFTBALL, INC.
(a Georgia Non-profit Corporation)

ARTICLE I.
NAME AND PURPOSE

Section 1.1. Name. The name of the organization shall be “Gwinnett Senior Softball, Inc.” (hereinafter referred to as the “Corporation”).

Section 1.2. Tax Exempt Purpose. The Corporation shall not be empowered to engage, directly or indirectly, in any activity that would invalidate its status as an organization exempt from federal taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), as an organization described in Section 501(c)(7) of the Code. All references to the Code contained herein are deemed to include corresponding provisions of any future United States Internal Revenue Law.

ARTICLE II.
MEMBERS

Section 2.1. Members. Membership is open to the general public. Consistent with the exempt purposes of the Corporation, Members of the Corporation (the “Members”) are intended to be any male person forty-five (45) years of age on or before December 3l, of the current year, or female person forty (40) years of age or older on or before December 3l of the current year. The Board of Directors shall determine the rights and obligations of the Members.

Section 2.2. Membership, Dues, Fees, and Assessments. The Corporation shall initially allow the following types of Membership, the benefits of which are set forth below:

A. Active: Members participating in league play.
B. Practicing Associate: Members using league facilities to practice - non-league play.
C. Associate: Non-playing, non-practicing members.
D. Emeritus: Members who turn age 80 and above during the current association year. Members are awarded lifetime membership and are only required to pay the annual membership fee and any special assessment fees, if applicable.

The Members of the Corporation shall have only those voting rights specifically set forth in these By-Laws or authorized by the Board of Directors. Any member shall be eligible to be an officer of the Corporation. The Board of Directors may elect to assess the Members an annual fee for a membership (the “Membership Fee”), and league playing fees which shall be reviewed and adjusted by a Board of Directors resolution, if necessary, on an annual basis.

The Membership Fee for all Members shall cover one (1) year (365 days). The association year shall run from January 1 through December 31. The Membership Fees shall be due and payable upon enrollment and each anniversary thereof in order to maintain membership. All applications for membership and waivers for the association year must be signed and received prior to the member’s official participation in Corporation activities. All applications for membership shall be reviewed and approved or disapproved by the President and Secretary.

Section 2.3. Membership List. The Corporation shall keep a membership list containing: (i) the name; and (ii) contact information, of each Member in written form or in any form capable of being converted into written form (the “Membership List”). The Membership List shall also note if a Member has terminated and the date of such termination. The Membership List will be kept by the Secretary.

Section 2.4. Certificates of Membership. The Corporation will not issue membership certificates. However, the Corporation reserves the right to issue identity cards or similar devices to the Members to serve to identify Members qualifying to use the services of the Corporation.

Section 2.5. Non-Liability of Member. Any Member is not personally liable, solely because of its membership, for the debts, obligations, or liabilities of the Corporation. The Corporation does not provide any liability, theft, medical, disability, accident or life insurance for its members. Each member is responsible for all their own insurance coverage and personal expenses.

Section 2.6. Transferability of Membership. No Member shall be permitted to transfer its membership without approval by a majority of the Board of Directors.

Section 2.7. Termination of Membership. A Member may be terminated as a Member of the Corporation at any time with or without notice from the Board of Directors, and with or without cause, including, for failure to pay Membership Fees in a timely manner. A Member whose membership is terminated by the Board of Directors or who resigns as a Member (the “Ex-Member”) shall no longer have any rights as a Member under the Articles or By-Laws. Any Ex-Member shall not be permitted to reapply for membership unless the Board of Directors approves such reapplication at least by an affirmative vote of two-thirds (2/3) of the Board of Directors.

No resignation, termination, or suspension shall relieve a Member from full payment of any and all Membership Fees and other fees and assessments remaining unpaid on the date of resignation, suspension, or termination. Upon resignation, suspension, or termination, a Member shall not be entitled to a refund of any amounts paid during its membership.

Any Member who or which ceases to be a member for any cause, shall be deemed expressly to waive, and by application for membership does expressly waive, all further right, title and interest of membership, and also expressly waives all claims to recover fees or charges paid to the Corporation.

Section 2.8. Withdrawal from Membership. A Member may withdraw from the Corporation at any time by providing written notice to a Co-President and Secretary which shall be effective upon receipt of such notice by the Co-President and Secretary.

ARTICLE III.
MEETING OF MEMBERS

Section 3.1. Place of Meetings. All meetings of the Members shall be held at such place and at such times as may be fixed from time to time by the Board of Directors.

Section 3.2. Meetings. Meetings of Members may be held on such date and time as shall be designated by the Board of Directors from time to time and stated in the notice of the meeting.

Section 3.3. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of the Members, annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days before the date of the meeting, to each Member entitled to attend such meeting.

Section 3.4. Annual Meetings. The Board of Directors shall hold a joint annual meeting with eligible members during the fourth quarter of each calendar year at such place and time to be determined by the Board of Directors (the “Joint Annual Meeting”). All members in good standing on the date of such meeting shall be eligible to attend, and attending members shall be entitled to vote on those items specified in Section 2.2. Votes may be by voice, show of hands or ballot. Proxy votes are not permitted. Twenty percent (20%) of the eligible members in attendance shall be considered a quorum.

Section 3.5. Waiver of Notice. Whenever any notice of a meeting is required to be given to any Member of the Corporation under provisions of the Articles of Incorporation, these By-Laws or by statute, a waiver of notice in writing signed by the Member, whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Each such waiver of notice shall be filed with the minutes of such meeting.

ARTICLE IV.
DIRECTORS

Section 4.1. Authority and Number. The Board of Directors shall have the control and general management of the affairs, property and business of the Corporation. The directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they may deem proper, not inconsistent with the Articles, these By-Laws and the laws of the State of Georgia. The Corporation shall have a minimum of three (3) directors. The number of directors of the Corporation shall be fixed from time to time, within any limits set forth in the Articles of Incorporation, by resolution of a majority of the Board of Directors. Any decrease in the number of directors shall not shorten the term of an incumbent director.

Section 4.2. Term. Each person named as a member of the initial Board of Directors shall hold office until the first annual meeting of directors, and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, or death. The Board of Directors shall be self-perpetuating with each successor Board of Directors nominated by the current Board of Directors at the Joint Annual Meeting in accordance with these By-Laws. At each Joint Annual Meeting, the Board of Directors shall nominate directors to replace the directors whose terms are expiring, provided that a director whose term is expiring may be re-elected. Directors shall be elected by a majority of the voting quorum of members at the Joint Annual Meeting. Each director shall hold office for a term for which he or she is elected and until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office or death. Directors whose terms are expiring may vote.

Section 4.3. Removal of Directors. At a meeting of directors called expressly for that purpose, any directors may be removed, with or without cause, by a vote of a majority of the full Board of Directors.

Section 4.4. Vacancies. Any vacancy occurring in the Board of Directors, including a vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors, or by the sole remaining director, as the case may be, or, if the vacancy is not so filled or if no director remains, by the members at an annual or special meeting called for that purpose. A director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the number of directors may be filled by the Board of Directors, but only for a term of office continuing until the next election of directors.

Section 4.5. Compensation. No Director shall receive, directly or indirectly, any salary or compensation from the Corporation for serving as a director. However, nothing contained herein shall be construed to prevent any Director from: (i) being reimbursed for reasonable and necessary expenses incurred while conducting activities on behalf of the Corporation; or (ii) serving the Corporation in any other capacity and receiving reasonable compensation for services rendered in furtherance of the purposes and functions of the Corporation.

Section 4.6. Meetings. The Board of Directors shall hold a Joint Annual Meting with the members as set forth in Section 3.4. Regular meetings of the Board of Directors shall be held in January and June/July to discuss and make decisions on league play for each season of league play; and in October/November to prepare for the Joint Annual Meeting at such place and time to be determined by the Board of Directors. Special meetings of the Board of Directors may be called by a majority of the Board of Directors.

Section 4.7. Place of Meetings. All meetings of the directors shall be held at such place and at such times as may be fixed from time to time by the Board of Directors.

Section 4.8. Notice of Meetings. Notice of time and place of an annual, regular or special meeting shall be delivered to each member of the Board of Directors not less than seven (7) nor more than forty-five (45) days before such meeting. Such notice may be oral or written, may be given personally, by first class mail, by overnight courier, by telephone, electronic transmission or by facsimile machine, and shall state the place, date and time of the meeting and the matters proposed to be acted upon at the meeting.

Section 4.9. Waiver of Notice. Whenever any notice of a meeting is required to be given to any director of the Corporation a waiver of notice in writing signed by the director (either manually or electronically, in accordance with applicable law), whether before or after the time of the meeting, shall be equivalent to the giving of such notice. Each such waiver of notice shall be filed with the minutes of such meeting.

Section 4.10. Quorum of Meeting. A quorum shall consist of a majority of members of the Board of Directors. Except as otherwise provided under the Articles of Incorporation, these By-Laws, or by statute, no business shall be considered by the Board of Directors at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

Section 4.11. Majority Action as Board of Directors. All matters shall be decided by a majority of the directors present at a meeting duly held at which a quorum is present, except as otherwise provided in these By-Laws or by statute.

Section 4.12. Conduct of Meetings. Meetings of the Board of Directors shall be presided over by the Executive Director, or, if no such person has been so designated or, in his or her absence, by the person chosen by a majority of the directors present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board of Directors, provided that, in his or her absence, the Assistant Secretary, if any, shall act as secretary of the meeting, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by such procedures as may be approved from time to time by the Board of Directors, insofar as such rules are not inconsistent with or in conflict with these By-Laws or with provisions of law. Meetings shall be governed by Roberts Rules of Order.

Section 4.13. Meetings by Conference Telephone. Members of the Board of Directors may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear each other at the same time.

Section 4.14. Action Without Attendance at Meeting; Electronic Voting. A member of the Board of Directors or of a committee of the Board of Directors may vote (a) by written ballot in person at a meeting of the Board of Directors or of a committee of the Board of Directors, or (b) by electronic transmission delivered to the Corporation within two (2) weeks of a meeting of the Board of Directors or of a committee of the Board of Directors at which the action being voted on is discussed.

In the absence of a meeting of the Board of Directors or of a committee of the Board of Directors, members of the Board or the committee, as the case may be, may provide written consent to any action of the Board or the committee (1) if notice of the action is provided to all members of the Board or the committee prior to the taking of such action and (2) if consent to such action in writing or by electronic transmission is obtained from the minimum number of directors or committee members that would be necessary to authorize or take such action at a meeting at which all directors or committee members entitled to vote thereon were present and voted. Any such written ballot, electronic transmission or consent shall be filed with the records of proceedings of the Board of Directors or committee.

ARTICLE V.
OFFICERS

Section 5.1. Designation of Officers. The Board of Directors shall nominate officers of the Corporation, which officers shall include a “President”, a “Vice-President”, a “Secretary”, and a “Treasurer.” The Board of Directors shall consist of a President, Vice President, Secretary, Treasurer, National League Commissioner, American League Commissioner, National League Member at Large, American League Member at Large, and any number of Past League Presidents that the Board members consider suitable. The Board of Directors may also appoint an Executive Director and such other officers and agents as it shall deem desirable each of whom shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by Board of Directors.

Section 5.2. Holding More than One Office. Unless otherwise prohibited by law, a person may hold more than one office. A person who holds more than one office in the Corporation may not act in more than one capacity to execute, acknowledge or verify an instrument required by law to be executed, acknowledged or verified by more than one officer.

Section 5.3. Election and Term of Office. Officers shall be elected by a majority of the voting quorum of members at the Joint Annual Meeting. Any officers appointed by the Board shall be appointed by a majority vote of a quorum of the Board of Directors at the Joint Annual Meeting. Each officer elected shall hold office for a term of one (1) year and until his or her successor is elected and qualified, or until his or her earlier resignation or removal. Each appointed officer shall hold office until his or her resignation or removal.

Section 5.4. Removal and Resignation. Any officer may be removed, either with or without cause, by the Board of Directors, at any time, in accordance with the procedures set up by the Board of Directors. Any officer may be removed by a majority of the voting quorum of eligible members at any annual or special meeting. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or Secretary of the Corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.5. Vacancies. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the Board of Directors. In the event of a vacancy in any office, the Board of Directors shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the Board of Directors may or may not be filled as the Board of Directors shall determine.

Section 5.6. President. The President shall be the chief operating and executive officer and shall have general and active management of the business and affairs of the Corporation subject to the direction of the Board of Directors. The President shall see to it that all orders and resolutions of the Board of Directors are carried into effect.

Section 5.7. Vice President. The Vice President shall assist the President in the discharge of the President’s duties as the President and shall perform the President’s duties in the event of the President’s temporary disability or absence.

Section 5.8. Secretary. The Secretary shall:

(i) certify and keep at the principal office of the Corporation the original, or a copy, of these By-Laws as amended to date;
(ii) keep at the principal office of the Corporation or at such other place as the Board of Directors may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof;
(iii) prepare and deliver, or cause to be prepared and delivered, all notices given in accordance with the provisions of these By-Laws or as required by law;
(iv) be custodian of the records and of the seal of the Corporation and affix the seal, as authorized by law or the provisions of these By-Laws, to duly executed documents of the Corporation;
(v) exhibit at all reasonable times to any director of the Corporation, or to his or her agent or attorney, on request therefore, the By-Laws and the minutes of the proceedings of the directors of the Corporation; and
(vi) in general, perform all duties incident to the office of Secretary and such other duties as may be required by these By-Laws or which may be assigned to him or her from time to time by the Board of Directors.

Section 5.9. Treasurer. The Treasurer shall:

(i) have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected by the Board of Directors;
(ii) receive, and give receipt for, monies due and payable to the Corporation from any source whatsoever;
(iii) disburse, or cause to be disbursed, the funds of the Corporation as may be directed by the Board of Directors, but subject to any limitations set by the Board of Directors taking proper vouchers for such disbursements;
(iv) keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(v) exhibit at all reasonable times the books of account and financial records to any director of the Corporation, or to his or her agent or attorney, on request therefore;
(vi) render to the President and directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the Corporation;
(vii) prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports;
(viii) prepare, or caused to be prepared, an annual operating budget of the Corporation for presentation to the Board of Directors and to work with and report to the Board of Directors on all accounting and financial matters of the Corporation; and
(ix) in general, perform all duties incident to the office of Treasurer and such other duties as may be required by these By-Laws or which may be assigned to him or her from time to time by the Board of Directors.

Section 5.10. League Commissioners. The President shall nominate two League Commissioners; one for each division of the league. Nominations are approved by the Board of Directors. The League Commissioners shall:

(i) be responsible for the Rules of Play of their respective league division;
(ii) act as a review board for all game and play disputes;
(iii) attend to the equipment, umpires and field needs of GSS;
(iv) make up all league year schedules;
(v) select team managers; and
(vi) act in the best interest of GSS to include:

Fairly staffing each team in their league, using a draft in coordination with the team managers, or in any way approved by the Board of Directors.
Have the authority, following a league draft of players, to re-assign players from one league team to another league team in order to achieve a more competitive balance among the teams.
Appoint, remove or discipline managers or players with the approval of the Board, and work with the Umpires to follow the League rules and maintain control of the game;
Maintain a list of eligible substitutes and assign substitute players to teams/managers, as needed; and
Make decision on rain outs on game day and ensure that Secretary, managers and their players receive rain out information.

Section 5.11. Compensation. No officer shall receive, directly or indirectly, any salary or compensation from the Corporation for serving as an officer. However, nothing contained herein shall be construed to prevent any officer from: (i) being reimbursed for reasonable and necessary expenses incurred while conducting activities on behalf of the Corporation; or (ii) serving the Corporation in any other capacity and receiving reasonable compensation for services rendered in furtherance of the purposes and functions of the Corporation.

ARTICLE VI.
COMMITTEES

Section 6.1. Committees. The Board of Directors may, by resolution passed by a majority vote of the Board of Directors, designate one or more committees, including an Executive Committee and an Advisory Committee. Such committee or committees shall have such rights and obligations as may be determined from time to time by resolution adopted by the Board of Directors.

Section 6.2. Meetings of Committees. Each committee shall keep regular records of its meetings and report the same to the Board of Directors when required.

ARTICLE VII.
EXECUTION OF INSTRUMENTS AND DEPOSITS

Section 7.1. Execution of Instruments. The Board of Directors, except as otherwise provided in these By-Laws, may by resolution authorize any officer or agent of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 7.2. Checks, Drafts, Notes, Etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents, of the Corporation and in such other manner as may from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the President and countersigned by the Treasurer.

Section 7.3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 7.4 Dissolution of Gwinnett Senior Softball, Inc. In the event of the dissolution of the corporation, to the extent allowed under applicable law, after all debts and liabilities have been satisfied and paid, the assets of the Corporation and any outstanding balances in the checking account and/or Certificate of Deposit shall be distributed to another organization organized and operating for the same purposes for which the Corporation is organized and operating or to one or more corporations, funds or foundations organized and operating exclusively for religious, charitable, scientific, literary or educational purposes, which shall be selected by the Board of Directors of the Corporation; provided, however, that any such recipient organization or organizations shall at that time qualify as exempt from taxation under the provisions of Section 501(c) of the Internal Revenue code of 1986, as an organization described in Section 501(c)(3) of the Internal Revenue code of 1986, or the corresponding provisions of any subsequent law.

ARTICLE VIII.
INTELLECTUAL PROPERTY

The Corporation shall have the right to acquire, own and develop any interest in trademarks, copyrights and other intellectual property connected with, or incidental to, the affairs of the Corporation, to the extent not inconsistent with Section 501(c)(7) of the Internal Revenue Code of 1986, as amended.

ARTICLE IX.
INDEMNIFICATION

Section 9.1. Right to Indemnification. Subject to any limitations contained in the Articles, each person who was or is made a party or is threatened to be made a party to or is involved in or called as a witness in any Proceeding (as hereinafter defined) because he or she is an Indemnified Person (as hereinafter defined), shall be indemnified and held harmless by the Corporation to the fullest extent permitted under Georgia law and without jeopardizing the Corporation’s status as an organization exempt from tax pursuant to section 501(c)(7) of the Code, as the same now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the law permitted the Corporation to provide prior to such amendment). Such indemnification shall cover all expenses incurred by an Indemnified Person (including, but not limited to, attorneys’ fees and other expenses of litigation) and all liabilities and losses (including, but not limited to, judgments, fines, ERISA or other excise taxes or penalties and amounts paid or to be paid in settlement) incurred by such person in connection therewith.

For purposes of this Article:

(a) a “Proceeding” is an action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeal therefrom;
(b) an “Indemnified Person” is a person who is, was, or had agreed to become a director or an officer or a Delegate, as defined herein, of the Corporation or the legal representative of any of the foregoing; and
(c) a “Delegate” is a person serving at the request of the Corporation or a subsidiary of the Corporation as a director, trustee, fiduciary, or officer of such subsidiary or of another corporation, partnership, joint venture, trust or other enterprise.

Section 9.2. Expenses. Expenses, including attorneys’ fees, incurred by a person indemnified pursuant to Section 9.1 in defending or otherwise being involved in a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, including any appeal therefrom, upon receipt of an undertaking (the “Undertaking”) by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation.

A person to whom expenses are advanced pursuant hereto shall not be obligated to repay pursuant to the Undertaking until the final determination of any pending Proceeding in a court of competent jurisdiction concerning the right of such person to be indemnified or the obligation of such person to repay pursuant to the Undertaking.

ARTICLE X.
CORPORATE RECORDS, REPORTS AND SEAL

Section 10.1. Maintenance of Corporate Records. The Corporation shall keep at its principal office:

(a) records of all meetings of directors, and committees of the Board of Directors, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
(b) adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses;
(c) a copy of the Corporation’s Articles of Incorporation and By-Laws as amended to date;
(d) adequate records of each Member’s name, address and membership; and
(e) copies of the Corporation’s tax and information returns and IRS tax exemption letter, if any.

Section 10.2. Directors’ Inspection Rights. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and shall have such other rights to inspect the books, records and properties of the Corporation as may be required under the other provisions of these By-Laws and provisions of law.

ARTICLE XI.
AMENDMENTS

Section 11.1 By-Laws. These By-Laws may be amended at any Board of Directors meeting by the affirmative vote of a majority of all the Directors in office when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote on the amendment. By-Laws shall be made available to the eligible members at the Joint Annual Meeting.

Section 11.2 Articles of Incorporation. The Certificate of Incorporation may be amended at any Board of Directors meeting by the affirmative vote of a majority of all the Directors in office when the action is taken providing notice of the proposed amendment shall have been given at least ten (10) days prior to the vote on the amendment.

ARTICLE XII.
ADOPTION OF By-Laws

The By-Laws were adopted and approved by the Members on Saturday, December 1, 2012. at the Annuall Membership Meeting. The By-Laws are effective as of January 1, 2013.

Amendment - 12/6/14

The following changes were approved by the Board of Directors at the Board Meeting on Wednesday, November 12, 2014, and presented to the Members at the Annual Membership Meeting on Saturday, December 6, 2014 - Section 5.1 Designation of Officers – Clarification on Members of the Board and Section 5.10 League Commissioners – Responsibilities of League Commissioners. Both changes were approved by the Members on Saturday, December 6, 2014, at the Annual Membership Meeting.

Amendment- 12/5/15

The addition of Section 7.4 Dissolution of Gwinnett Senior Softball, Inc was approved by the Members on Saturday, December 5, 2015, at the Annual Membership Meeting.

Updated as of 1/21/16 - Doris Warpole, League Secretary

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