1. Name. The name of this corporation is the Fairfax County Girls Softball League, Inc. (FCGSL)
2. Purpose. This corporation is a voluntary, nonprofit organization within the meaning of Section 501 (c) (3) of the Internal Revenue code. The primary purpose of this corporation is the establishment and supervision of an educational, training, and competitive recrea-tional program of girls' softball. The program is available to all persons who, desiring to participate, are eligible according to the rules and guidelines established by FCGSL.

ARTICLE II - BOARD OF DIRECTORS

1. Composition. The Fairfax County Girls Softball League, Inc. (FCGSL) shall be governed by a Board of Directors, who will ultimately approve/disapprove or act upon all actions submitted before them at General meetings. Membership in the FCGSL and appointment to the Board of Directors occurs when an approved active softball team is properly regis-tered according to FCGSL rules, and accepted to play in FCGSL. All elected members of an established Executive Board will automatically become members of the Board of Directors. Each approved active team shall designate one non-player representative from that team who will act as the person appointed to the Board of Directors. Active teams are those which have registered and been accepted to play in the current or next playing season. During the periods between playing seasons, those teams which were registered to play in the preceding twelve months are considered to be active teams. Registered Fairfax County youth clubs with an active team in the FCGSL, and other interested persons, may make application to the FCGSL President for appointment to the Board of Directors in a "Special Exception - Voting" (SEV) category. Such SEV applications may be submitted at any time, may be presented orally or in writing, and when received shall be forwarded to the FCGSL Executive Board for review. However, final appointment status will rest with the existing members of the Board of Directors. Only members of the Board of Directors have voting powers within FCGSL.
2. Tenure. The terms of appointment to the Board of Directors shall be for a period of twelve months from the date of initial appointment, or until a date established by the FCGSL President. If a member of the Board of Directors resigns, vacates, or is removed for just cause, the respective approved team will be granted the opportunity to nominate a new non-player representative to complete the unexpired term of his or her predecessor. If a team is disbanded or is no longer a functional entity, the voting representative position for that team shall be deleted from the Board of Directors.
3. Meetings. Meetings shall be held as follows:
   1. Regular meetings of the Board of Directors shall be held at any suitable and conven-ient location as may be designated by the FCGSL President. The FCGSL Annual Meeting shall be held each year in the month of November. At each Annual Meet-ing, the Executive Board officers of FCGSL, as called for hereinafter in these By-Laws, shall be elected by ballot of the Board of Directors. The members of the Board of Directors may also transact any other FCGSL business as may properly come before them. Notices of regular meetings shall be served upon the members by the FCGSL Secretary, either by telephone or by mail. If circumstances arise that prevent a member of the Board of Directors from attending a scheduled meeting, the teams normally represented by this member may designate an alternative rep-resentative to act for the time period in which the regular member will be absent. Notice of such alternate representation must be provided to the FCGSL Executive Board prior to the scheduled meeting. Regular meetings of the Board of Directors will be open to the public.
   2. A special meeting of the FCGSL Board of Directors may be called by the FCGSL President at any time. Any eight or more members of the Board of Directors may petition the FCGSL President to call a special meeting to propose new actions to be taken by the FCGSL Executive Board or to redirect actions previously taken by the Executive Board or by the Board of Directors. Notice of such a special meeting, specifically stating the purpose for calling the meeting, shall be served upon the members by the FCGSL Secretary before the date set for the special meeting. Nor-mally, no business shall be transacted at a special meeting except as specifically set forth in the notice concerning the meeting.
4. Quorum. At all meeting of the Board or Directors, a minimum of twenty percent (20%) of the members established by Article II, Section 1 of these By-Laws present at the time of the meeting is called to order and the roll-call made, shall constitute a quorum for the transaction of business. After such a quorum has been established, no acts of any mem-ber of the Board of Directors present may destroy such a quorum. The acts of the majority of the Board of Directors members present at any meeting at which such a quorum has been established as stated above, shall be the acts of the FCGSL Board of Directors.
5. Voting. At all regular or special meetings of the FCGSL Board of Directors, all questions shall be decided by vote of the members of the Board of Directors. Questions will be de-cided by majority vote of eligible members present. As the first order of business at any regular or special meeting, the FCGSL Secretary shall determine the number of voting members present. This action will be performed through the calling of the roll of the Board of Directors. No proxies or absentee ballots shall be permitted at any meeting of the FCGSL Board of Directors.
6. Order of Business. The order of business at all regular meetings of the FCGSL Board of Directors shall be as follows:
   1. A count of the members present for the purpose of establishing a quorum.
   2. A reading of the minutes of the preceding meeting.
   3. Reports of FCGSL Officers.
   4. Reports of FCGSL Committees.
   5. Election of Officers (Annual Meeting only).
   6. Unfinished business.
   7. New Business

ARTICLE III - EXECUTIVE BOARD

1. Composition. The affairs of the FCGSL shall be managed by an Executive Board com-prised of the following officers who shall be elected at the Annual Meeting of the FCGSL Board of Directors:
   1. President
   2. Vice President
   3. Secretary
   4. Treasurer
   5. Registrar
   6. Field Coordinator
   The number of members of the Executive Board may be increased or decreased by vote of the Executive Board in order to accommodate new or special committees or functions, but no decrease in the number of members shall have the effect of shortening the term of any incumbent. The President shall nominate Commissioners for each active division in the FCGSL, for approval by the Executive Board. These Commissioners will then have full vot-ing power on the Executive Board. The Commissioners serve at the pleasure of the Execu-tive Board. The tenure for these Commissioners will be for a period of twelve months or until the next Annual Meeting, whichever comes first.
2. Election of Officers. FCGSL Executive Board officers shall be elected at the Annual Meeting of the Board of Directors, or at any special meeting called for that purpose. The slate of candidates must include all positions on the Executive Board, and the names of all eligible candidates desiring election to the Executive Board should be provided to the Sec-retary two weeks prior to the Annual Meeting of the Board of Directors. Nomination may be made from the floor at the time of the election. Nominees for the office of President and Vice President shall be Fairfax County residents. Consent of the nominees shall be a pre-requisite for nomination. Election under this Article shall be by a show of hands, or by voice vote. The casting of written ballots may be requested by any nominee. A majority of votes cast or counted will suffice for election to office. The newly elected officers of the Ex-ecutive Board shall assume office at the conclusion of the meeting during which the elec-tion was held. All outgoing officers shall turn over all available records following the elec-tion, with the exception of the outgoing Treasurer. The outgoing Treasurer may not turn over the corporate financial records to the newly elected Treasurer until said records have been audited. An audit may be performed by a committee composed of at least three indi-viduals, the chairperson of which committee must be a member of the Board of Directors.
3. Term of Office. The term of office of each Executive Board member shall be for one year, and thereafter until their successor has been elected. Vacancies shall be filled by a majority vote of the Executive Board. A nominee for the vacated office on the Executive Board shall be a member of the Board of Directors. Each Executive Board member shall hold office for the term in which he or she is elected, and further until a successor shall be elected.
4. Duties. The Executive Board shall have control and general management of the affairs and business of the FCGSL.
5. Quorum. The presence, in person, of at least half of the members of the Executive Board shall be necessary to constitute a quorum for the transaction of business.
6. Regular Meetings. Meetings of the Executive Board will be held on the second Wednesday of the month at the Fairfax County Department of Community and Recreation Services at 8:00 P.M., except during the months of July and August. The meetings will be open to the public.
7. Special Meetings. Special meetings of the Executive Board, other than regulated by statute, may be called at any time by the President or any three members of the Executive Board. Advance notice of such a special meeting shall be served by the Secretary to each member of the Executive Board. The notice shall state the purpose the meeting, and the date, time, and location of the special meeting.
8. Voting. At all meetings of the Executive Board, all actions shall be determined by a ma-jority vote of the members in attendance.

ARTICLE IV - OFFICERS

President. The duties and responsibilities of the President shall be:
1. To be responsible for directing the affairs of the FCGSL so as to further its purposes and objectives.
2. To be present and preside at all meetings of the Board of Directors and the Execu-tive Board.
3. To cause to be called special meetings of the Board of Directors and the Executive Board.
4. To sign and make all contracts and agreements in the name of the FCGSL, with the approval of the Executive Board. All financial transactions shall be submitted to the Treasurer for disbursement.
5. To ensure that the records, reports, statements and certificates required by statute are properly kept, made and filed according to applicable law and according to the requirements of member-affiliated organizations.
6. To have the authority to cosign all notes, drafts, bills of exchange, warrants, or other orders for the payment of money.
7. To maintain a "turnover" file of all pertinent correspondence and other informational items.
8. To ensure that these By-Laws are observed and to perform all other duties inciden-tal to the position and office as required by law.
Vice President. The Vice President performs all duties assigned by the President. During any absence or inability of the President to perform his/her duties or exercise his/her powers as set forth in these By-Laws, such duties and powers shall be exer-cised and performed by the Vice President. When so acting, the Vice President shall have all of the powers and be subject to all of the responsibilities hereby given to or imposed upon the President. The Vice President has the authority to cosign all notes, drafts, bills of exchange, warrants, or other orders for the payment of money. The Vice President is also responsible for the field assignment coordination of the league. Secretary. The duties and responsibilities of the Secretary shall be:
1. To keep the minutes of all meetings and serve all notices of the FCGSL, to be custo-dian of the records and the seal, and to affix the latter when required.
2. To keep the corporate records in the manner prescribed by law, so as to show at all times the names of the members of the Board of Directors and voting members of the league, alphabetically arranged, their respective places of residence, post office address, and the date on which each person attained his/her respective position.
3. To retain corporate records, which records are subject to inspection.
4. To permit the President or other members to make extraction from said records to the extent as prescribed by law.
5. To be responsible for the collection of communications addressed to or received in the name of the FCGSL, and present such communications to the Executive Board at their meetings.
6. To prepare and distribute all communications and correspondence required within these By-Laws, on behalf of FCGSL.
7. To ensure that a list of all eligible candidates for election to the Executive Board is presented to the general membership at the Annual Meeting of the Board of Direc-tors.
8. To have the authority to cosign all notes, drafts, bills of exchange, warrants, or other orders for the payment of money
Treasurer. The duties and responsibilities of the Treasurer shall be:
1. To have the care and custody and responsibility for all the funds and securities of the FCGSL, and deposit all such funds in the name of the league in such banks(s), trust company(s), or safe deposit vault(s) as the Executive Board may designate.
2. To sign, make, and endorse in the name of FCGSL all checks, drafts, warrants, and orders for the payment of money, and pay out and dispose of same and receipt thereof, under the direction of Executive Board. All checks will cosigned by at least one other member of the Executive Board (the President, Vice President, or Secre-tary), and the bank(s) will be so informed.
3. To exhibit at all reasonable times the FCGSL books and accounts to any member of the league.
4. To render a statement of the financial condition of the league at each regular meet-ing of the FCGSL and at such other times as shall be required ; and to render a complete financial report at the Annual Meeting of the Board of Directors.
5. To keep accurate and complete accounting and financial records of the FCGSL.
Registrar. The Registrar, for both the Summer and Fall programs, shall:
1. Mail out appropriate applications.
2. Receive all completed applications, check for fees, and team rosters.
3. Review all applications for completeness before they are accepted by FCGSL.
4. Ensure registration checks are complete and for the correct amount, before they are turned over to the Treasurer.
5. Ensure that all teams accepted for play in FCGSL submit completed rosters as re-quired by FCGSL rules.
6. Review all team rosters to ensure that they are complete and consistent with FCGSL rules.
7. Provide the Fairfax County Department of Recreation and the FCGSL and the ap-propriate FCGSL Commissioners with copies of completed applications and rosters.
8. Follow-up on delinquent rosters and notify the FCGSL President of teams that have not submitted rosters by the required deadline.
9. Maintain appropriate registration records.
10. Prepare an updated coaches roster for the Recreation Department, FCGSL Officials and FCGSL coaches.
Field Coordinator. The Field Coordinator, for both the Summer and Fall programs, shall:
1. With the approval of and at a rate set by the Executive Board, hire part-time help to line and prepare appropriate fields for play.
2. Recruit and coordinate volunteers or volunteer organizations to line and prepare appropriate fields for play.
3. At fields for which FCGSL is responsible, ensure that someone is designated for turning off the lights after the last game of the night.
4. Ensure that all FCGSL officials and coaches receive appropriate Fairfax County light training and are given the necessary keys.
5. Notify the Fairfax County Department of Recreation of field maintenance or safety problems, either observed directly or reported by other coaches, that are the re-sponsibility of Fairfax County so that such problems may be fixed.
Commissioners. The duties and responsibilities of the Commissioners shall be:
1. To serve as the administrators of their respective division.
2. To be the primary contacts between their respective division coaches and the Ex-ecutive Board.
3. To ensure that the league By-Laws, Rules and Schedules are distributed to the coaches in their respective divisions.
4. To generate their respective division schedules based on their field assignments.
5. To maintain their respective division standings.
6. To work in conjunction with the Vice President and the Field Coordinator to deter-mine the postponement and rescheduling of games in their respective divisions.
7. To coordinate the end-of-season wrap tournaments for their respective divisions.

ARTICLE V - FISCAL YEAR

The fiscal year of FCGSL shall begin on the first day of January and end on the last day of December in each year.
The financial records of FCGSL shall be examined by an audit committee appointed by the President. The audit report will be prepared in accordance with the requirements of the Executive Board.

ARTICLE VI

Candidate Search Committee. The Candidate Search Committee shall be responsible for assembling a list of eligible and responsible persons to fill elected positions on the Execu-tive Board. A list of all candidates will be presented to the Secretary two week be fore the Annual Meeting of the Board of Directors as provided elsewhere in these By-Laws. The members of this committee will consist of at least two members of the Board of Directors appointed by a vote of the majority of the Executive Board.
Other Committees. The President may appoint such other committees as he/she shall deem appropriate. These other committees may be, but are not limited to, committees for Scheduling, Field Usage, Tournament/Festivals, Finance, By-Laws, Publicity, and Playing Rules.

ARTICLE VII - MISCELLANEOUS

1. Amendments. These By-Laws may be altered or amended by an affirmative vote of the majority of the Board of Directors at any meeting called for that purpose, provided that an advance written notice shall have been sent to each member of the Board of Directors, which shall state the alterations, amendments or changes which are proposed to be made in such By-Laws. Only such changes as have been specified in the advance notice shall be made. If, however, all of the members of the Board of Directors shall be present at any regular or special meeting, these By-Laws may be amended by a majority vote without any previous notice.
2. Member Conduct. Members at any level may be removed from the FCGSL for conduct prejudicial to the good name and purpose of the league. Removal of any member shall re-quire an affirmative vote of two-thirds of the members of the Board of Directors present at a regular meeting or at a special meeting called for that purpose. No vote shall be taken on an action for removal until the person(s) concerned has been given an opportunity for a hearing before the Board of Directors at this meeting.

1. Be courteous to opposing coaches, team members, fans and umpires.
2. Retain her composure at all times and never leave her position in the field or on the bench to engage in a fight or altercation of any kind.
3. Respect the integrity of judgment of umpires and accept their decisions without any argument.

1. Exemplify behavior that is representative of being an adult, a coach, a member of the FCGSL, and a leader of young women.
2. Demonstrate high ideals, good sportsmanship, and desirable attitudes in personal behavior and demand the same standards from his/her players.
3. Emphasize to his/her players and support personnel the importance of proper side-line behavior and the necessity of restraining from entering the playing field to en-gage in a fight or altercation of any kind.
4. Main self-control at all times.
5. Cooperate with and assist the FCGSL Executive Board in the planning, scheduling, and conduct of league activities.
6. Utilize positive educational methods in coaching; giving all players an opportunity to develop and use initiative, leadership, and judgment.
7. Pay close attention to the physical condition and well being of players; refusing to jeopardize the health of an individual for the sake of improving his/her team's chances of winning.
8. Discourage profanity or abusive language directed toward anyone involved with the FCGSL and its activities.
9. Discourage any forms of gambling.
10. Refuse to disparage an opponent, officials, or others associated with the FCGSL or its activities.
11. Conduct himself/herself properly when raising a question about or discussing a call with an official.