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RBI Club Bylaws

Article I.

Election of Officers and Board of Directors (“Board”)

Section 1 – Nominations and Elections. Between July and September of each year, the RBI Club Board, upon recommendation and appointment by the Commissioner, shall approve the appointments of a Nominating Committee. The Nominating Committee shall consist of at least one member of the Board, all former Commissioners able to participate, and at least one member at-large. The Committee shall nominate a slate of Officers to be elected for a term of two years, including but not limited to the positions of Commissioner, Secretary, and Treasurer. The Nominating Committee shall define the slate of Officers for the upcoming year and define the roles and responsibilities of each officer. The committee will report its nominations to the membership by November 30 of each year, and notify Club membership that nominations are open for all positions during the entire month of December. On January 1 of each year, nominations by Club membership shall be closed.

Elections shall be held annually in accordance with Article IV, Section 1.

Section 2 - Board of Directors. The Officers and Directors, so elected, together with the immediate past Commissioner, shall constitute the Board of Directors. Officers and Directors shall assume office on the 1st of April after the Annual Membership meeting, (see Article IV).

Section 3 - Terms. Officers and Directors shall be elected to serve two-year terms. The Commissioner and all Officers shall be elected initially for two year terms. Notwithstanding the above, after enactment of these By-Laws by the Board, at the first election in the following year, one-half of the Directors shall be elected initially for one-year terms, and one-half for two year terms.

Section 4 - Term Limits. No Officer shall serve in the same position for more than two consecutive two year terms. Directors may serve for a maximum of two consecutive terms. Thereafter, a Director may continue service on the Board only if elected as an Officer. Any Director who is appointed to the Board to fill a vacancy shall retain eligibility to be elected for two additional consecutive terms.

Section 5 – Vacancies. The Commissioner shall recommend, and the Board of Directors approve, a member to fill any other Officer or Director vacancies on an interim basis for the remainder of that member’s term.

 

Article II

Board of Directors

The governing body of the Club shall be the Board of Directors. The Board of Directors shall consist of not less than six nor more than twelve members of this Club, including the Commissioner, Secretary, Treasurer, immediate past Commissioner, and any other Officers and Directors elected in accordance with Article I of these by-laws.

Article III.

Duties of Officers

Section 1 – Commissioner. It shall be the duty of the Commissioner to preside at meetings of Club members, the Board of Directors, and to perform such other duties as ordinarily pertains to the office. Should the Commisoner be unable to complete his term the immediate past Commissioner will serve in his place until the Board selects a new Commissioner to complete the term of the former Commissioner.

Section 2 - Secretary. It shall be the duty of the Secretary to keep the records of membership, record attendance at meetings, send out notices of Board, Committee and regular Club meetings, and record and preserve the minutes of such meetings. It is also the duty of the Secretary to train any Secretary-elect.

Section 3 - Treasurer. It shall be the duty of the Treasurer to have custody of all Club funds, including an annual accounting for presentation at the annual membership meeting, and at any other time upon demand by the Board and to perform such other duties as pertain to the office. Upon retirement from office, the Treasurer shall turn over all funds, books of accounts or any other Club property to the Treasurer-elect or to the Commissioner. It is also the duty of the Treasurer to train any Treasurer-elect.

Section 4 – Other Officers. In accordance with Article I, all other Officer positions shall be determined and defined by the Nominating Committee, as it deems appropriate, and subject to the election of membership.

 

Article IV.

Meetings

Section 1- Annual Meeting. The Commissioner shall convene an Annual Meeting of RBI Club members no later than the second full membership meeting of each calendar year, at which time the election of Officers and Directors shall be held. The membership year will begin on April 1st and end on 31 March of the following year.

Section 2 - Board of Directors Meetings. Regular meetings of the Board of Directors shall be held on the first Friday of each month or as determined by the Board. Special meetings of the Board shall be called by the Commissioner, whenever deemed necessary, or upon the request of three (3) members of the Board, due notice having been given.

Section 3 - Board Quorum. A majority of the Board members shall constitute a quorum of the Board.

 

Article V.

Membership, Fees and Dues

Section 1 - Membership in the Club shall be limited to 200 full-season Seattle Mariners ticket holders, or a representative of a group or organization that owns a equivalent and is committed to the mission of the RBI Club. All questions as to qualification for membership shall be determined by the Board of Directors.

Section 2 - Club membership annual dues shall be as determined by the Board of Directors.

Section 3 - Club meeting and/or other participation fees shall be as approved by the Board.

 

Article VI.

Method of Voting

The business of this Club shall be transacted in conformance with Roberts’ Rules of Order. In the event of a contested election for any Officer or Director position, said election shall be conducted using paper ballots at the Annual Membership meeting.

 

Article VII.

Committees

Section 1 ---- Formation of Committees.

The Commissioner shall, subject to the approval of the Board, appoint the following standing committees:

Charitable Allocations Committee

Communications Committee

Fund Raising Committee

Program Committee

Membership Committee

(b) The Commissioner shall, subject to the approval of the Board, appoint such other committees as may be deemed necessary from time to time.

(c) With the exception of the Nominating Committee (see Article I) all other Club committees shall consist of a Chair and at least one (1) other member, all appointed by the Commissioner. Committee members shall continue to serve at the pleasure of the Commissioner.

(d) The Commissioner shall serve as an ex officio member of all committees and, as such, shall have all the privileges of membership thereon.

(e) Each committee shall transact such business as is delegated to it in the By-laws and such additional business as may be referred to it by the Commissioner or Board. Except where special authority is granted by the Board, Committees shall not take action until a report has been made to and approved by the Board.

(f) The Commissioner may appoint additional sub-committees as deemed necessary under any, or all, of the standing committees.

Section 2 - Duties of Committees.

Charitable Allocations Committee. This committee shall devise and carry into effect plans, which will guide and assist the members of this Club in their efforts to service the community, by assisting charities that are affiliated with the Seattle Mariners or want to associate with the Seattle Mariners or Major League Baseball.

Program Committee. This committee shall prepare and arrange programs for regular and special meetings of the Club.

Fundraising Committee. This committee shall determine and promote fund raising opportunities consistent with the Mission of the Club, in order to maximize charitable giving by Club members and others in the community.

Communications Committee. This committee shall devise and carry into effect plans for the purpose of increasing internal and external Club communications. The committee shall endeavor, through the publishing of a periodic Club bulletin and other mechanisms, to stimulate interest and improve attendance, announce forthcoming programs, report on highlights of previous meetings and generally promote fellowship among Club members.

This committee shall also be responsible for oversight of the website function of Club communications, and maintenance of a Club Directory. The Club Directory shall include all members, including home and business addresses and contact information, in a format determined by the committee.

This committee shall devise and carry into effect plans (1) to give the public general information about the RBI Club, its history, object and scope; and (2) to secure proper publicity for the Club.

Membership Committee. This committee is responsible for all aspects of Club membership recruitment and retention, and may devise and carry into effect activities as appropriate to its function.

 

Article VIII

Finances

Section 1 - The Treasurer shall deposit all funds of the Club in some bank or financial institution, with all deposits covered by FDIC insurance, as approved by the Board.

Section 2 - All expenses shall be paid only by checks signed by the Treasurer upon documentation validated by written or electronic communication from the requesting member and approval of any two Officers, and/or other Directors approved as bank account signatories by the Board.

Section 3 - At the beginning of each RBI Club Fiscal year, which commences on the 1st day of April of each year, the Board shall prepare or cause to be prepared a budget of estimated income and expenditures for the year, which, having been agreed to by the Board, shall stand as the limit of expenditures for the respective purposes, unless otherwise ordered by action of the Board.

 

Article IX.

Fiduciary Management Policy

The Board shall, from time to time, establish policies for the fiduciary management of the Club's financial affairs, including the handling of all the Club's monies and funds. Such policies may be adopted or modified at any meeting of the Board and shall be maintained by the Secretary in a written policy statement.

 

Article X

Resolutions

The Club shall not consider any resolution or motion to commit this Club on any matter, unless previously considered by its Board of Directors. Such resolutions or motions, if offered at a Club meeting, shall be referred to the Board without discussion.

 

Article XI

Amendments

These by-laws may be amended by resolution at any regular Board meeting, a quorum being present, by a two-thirds vote of all Directors present.

 

 

Agreed to this ________________ day of ______________, 2007.


 

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