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By-Laws of the

Weston Diamond Club

ARTICLE I - NAME, PURPOSE

Section 1: The name of the Corporation shall be Weston Diamond Club

Section 2: The Weston Diamond Club (WDC) is organized exclusively for charitable and educational purposes, more specifically to perform charitable work for Weston High School baseball team and activities.

ARTICLE II - MEMBERSHIP

Section 1: The Corporation shall not have members. All authority shall be vested in the Board of Directors as set forth below in Article III. Members of the Board of Directors are referred to herein as “Directors”.

ARTICLE III - BOARD OF DIRECTORS
Section 1: Board Role: The Board is responsible for overall policy and direction of the WDC. The Board

delegates responsibility for day-to-day operations to the WDC President and Committees.

Section 2: Structure The Board shall have up to 12 and not fewer than eight Directors. The number of Directors during each calendar year shall be determined by the Executive Committee of the Board. The Board shall be structured as follows:

Class Representatives – generally 2 Representatives of each of the Freshman, Sophomore, Junior and Senior classes); and

Executive Committee – (4) comprised of the President, Vice President, Treasurer and Secretary, elected by a majority of the current Board. Members of the Executive Committee who are parents of current high school players shall also serve as Class Representatives of their respective classes.

Section 3: Compensation: Directors shall serve without pay and receive no compensation other than reasonable reimbursable expenses as established by the Finance Committee.

Section 4: Meetings: The Board shall meet at least five times annually, at an agreed upon time and place. Section 5: Special Meetings. Special meetings may be called by the President or one-third of the Board.

Notices of special meetings shall be sent out by the Secretary to each Board member two weeks in advance.

Section 6: Board Elections: Election of Class Representatives will occur as the first item of business at the first or second meeting of the calendar year. Election of the Executive Board will occur as the first item of business at the first meeting following the conclusion of the academic year. Directors will be elected by a majority vote of the current Board.

Section 7: Term: Class Representatives shall serve for one calendar year and members of the Executive Committee shall serve for two academic years. Directors may be re-elected to one or more successive term(s) by a majority of the current Board.

Section 8: Notice: An official Board meeting requires that each Director have written notice at least five days in advance.

Section 9: Executive Committee. The Executive Committee shall be comprised of four Directors elected who shall serve as President; Vice President, Secretary and Treasurer, respectively. Their duties shall be as follows:

The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice President, Secretary and Treasurer.

The Vice President will chair committees on special subjects as designated by the Board.

The Secretary shall keep records of Board actions, including taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Director, and assuring that corporate records are maintained.

The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Directors and the public.

The Executive Committee, with the exception to amend the Articles of Incorporation and Bylaws, shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.

Section 10: Vacancies. When a vacancy on the Board exists, nominations for a new Director may be received from present Board members, presented to the Secretary, two weeks in advance of a Board meeting. These nominations shall be sent out to Directors with the regular Board meeting announcement, to be voted upon at the next Board meeting. Vacancies will be filled only to the end of the particular Director's term.

Section 11: Resignation and Termination: Resignation from the Board must be in writing and received by the Secretary. A Director may be removed for other reasons by a three-fourths vote of the remaining Directors.

Section 12: Special Meetings. Special meetings of the Board may be called upon the request of the President ARTICLE IV - VOTING

Section 1: Quorum: At least 50% of the Directors must be in attendance to constitute a quorum. A quorum is required before business can be transacted or motions made or passed.

Section 2: Passage of a motion requires a simple majority of the Directors in attendance

ARTICLE V - COMMITTEES
Section 1: Committee Creation; The Board may create committees as needed, such as fundraising, field

projects, building projects etc. The President appoints all committee chairs.

Section 2: Finance Committee. The Treasurer is chair of the Finance Committee, which shall include three other Board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, a fundraising plan, and annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be

submitted to the Board showing income, pending income, expenditures and cash balances. The financial records of the WDC shall be considered to be public information and shall be made available to the membership, Board members and the public upon request.

Section 3: Field Committee. The Board will appoint a Director to chair the field committee. This committee will be responsible for field maintenance and improvements. Expenditures in excess of $500.00 must be pre- approved by the entire Board.

ARTICLE VI – CONFLICTS OF INTEREST

Section 1: Any Director who has a financial, personal, conflict (or appearance of a conflict) with any matter pending before the Board, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer the Board to voluntarily excuse him/herself and will refrain from discussion and voting on such matter.

ARTICLE VII - AMENDMENTS

Section 1: These Bylaws may be amended from time-to-time by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

These Bylaws were approved at a meeting of the Board of Directors of Weston Diamond Club on April 2, 2013.