BY-LAWS

Of

STATEN ISLAND YANKEES

BOOSTER CLUB, INC

A NOT-FOR-PROFIT CORPORATION INCORPORATED UNDER

THE LAWS OF THE STATE OF NEW YORK

The original by-laws, required as part of the certificate of corporation are hereby amended as follows and adopted by the Staten Island Yankees Booster Club at the March 2008 membership meeting. 

ARTICLE I - PURPOSES

The purposes for which this corporation has been organized as originally stated in the Certificate of Incorporation, have been amended and can be amended further from time to time, consistent with the original purposes and with the Not-for-Profit Law of the State of New York.

The purposes for which the Staten Island Yankees Booster Club Inc., is organized are:

1.1 To promote the education, knowledge, understanding and good will of supporters, boosters, and fans              

of the Staten Island Yankees. To promote the appreciation and support of athletic endeavors related to the Staten Island Yankees.  Our goal is for individuals and families to help support the Staten Island Yankees team while having fun in the process.

1.2 The Staten Island Yankees Booster Club is a separate entity from the Staten Island Yankees. Allowing 

       the Booster Club to operate at the St. George Ballpark (autograph table, fundraising and free meeting            

       space) is a privilege, not a right, extended to the club by the Staten Island Yankees. It is therefore 

       imperative that the club maintains a good working relationship with the Staten Island Yankee Front  

       Office at all times. This relationship is the foundation of every aspect of the Booster Club. 

1.3 The club, its officers and its membership shall in no way engage in any activity that would cause harm

or damage to or abuse of the Staten Island Yankees, their players, employees and property. The Staten Island Yankees reserve the right to revoke the privileges they extend to the Booster Club and/or sever their relationship with the club if any such activity occurs.  This requires that the Booster Club’s entire membership adhere to a code of proper conduct when at the ballpark, during club activities such as meet-and-greets with the team and meetings. This code of conduct is explained below in the membership section. 

1.4 To use its income and the principal therefore exclusively for charitable or educational or purposes   

either directly or by contributions to organizations that qualify as exempt organizations under Section 501  ( c ) of the Internal Revenue Code and Regulations issued pursuant thereto as they now exist or as they may hereafter be amended.

1.5 No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to an

officer for the corporation or any member of the corporation or any other private individual (except

that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes) and no officer of the corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the corporation. 

1.6     The corporation shall distribute its income for each taxable year at such time and in such manner as

not to become subject to tax on undistributed income imposed by the Internal Revenue Code.

  1.7 The corporation shall not retain any excess business holdings as defined in the Code nor make any 

investments in such manner as to subject it to tax pursuant to the Code.  It shall not make any taxable      expenditure as defined in the Internal Revenue Code.

1.8   No substantial part of the activities of the corporation shall be the carrying on of propaganda, or

attempting to influence legislation. The corporation shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.  The corporation shall not engage in any act of self-dealing as defined in the Internal Revenue Code.  

1.9      The corporation shall not conduct or carry on any activities not permitted to be conducted or carried on by an organization exempt from taxation under Section 501 ( c ) (3) of the Internal Revenue Code

and Regulations issued pursuant thereto as they now exist or as they may hereafter be amended, or by any organization, contributions to which they are deductible under 170 ( c ) (2) of the Internal Revenue Code and said Regulations as they now exist or as they may hereafter be amended.

1.10   Upon dissolution of the corporation the Board of Officers shall, after paying or making provisions for

the payment of all liabilities of the corporation, dispose of all the assets of the corporation in such manner, or to such organizations, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501 ( c )(3) of the Internal Revenue Code, as the board of Officers shall determine.  Any such assets not so disposed of shall be disposed of by the Circuit Court of New York City or Staten Island, exclusively for the such purposes or to such organizations as said Court shall determine, which are organized and operated exclusively for such purposes.

1.11   To do everything necessary, proper, advisable, or convenient for the accomplishment purposes and

objects stated in this Article, and to do all things incidental to them or connected with them that are not forbidden by the New York Non-profit Corporation Act, by other laws or by these articles of Incorporation; and

1.12   To exist only for the purposes for which a corporation may be formed under New York Non-Profit

Corporation Act and not for pecuniary profit or financial gain; and to conduct and carry on its activities in any state or territory of the United States or in any foreign country in conformity with the laws of such state, territory, or foreign country; and

1.13   In furtherance of its corporate purposes, to enter into, make, and carry out contracts of any kind, with

any person, firm/corporation, private/public, or municipal body politic, under the government of the United States, or any territory, district, protectorate, dependency, or other possession or acquisition of the United States, or any foreign government, so far as, and to the extent that, the same may be done by a corporation organized under the New York Non-Profit Corporation Act; and to engage in any other lawful business allowable under the laws of the State of New York.

ARTICLE II - MEMBERSHIP

2.1      Eligibility.  Membership in the corporation shall be open to all persons who support the Staten Island

Yankees and pay the dues as established by the Board of Officers.

2.2   Membership Categories.  The membership categories shall be as follows:

Individual membership - Any individual 18 years of age or older.

                Family membership - One or more individuals and their family members residing at the same    

                address.  All members, 18 or older are entitled to full voting rights, with the exception of

players awards in which all members are entitled to vote.  A parent or legal guardian must accompany all underage family members at all club functions.

2.3   Membership List.  The names and addresses of the members are set forth in the records of this 

corporation, and the official membership list shall be kept by the Secretary with copies furnished to all officers.  This list must at all times be maintained and updated immediately.  A current copy of this database must be handed over by outgoing board to the new board.

2.4      Membership Dues.  Dues will be charged for membership in the corporation and may be set and

changed from time to time by action of the Board of Officers but must be voted and approved at a membership meeting.   Dues are payable upon application for membership.   There shall be no appropriation of dues.  No one shall be allowed to vote until dues are paid. 

2.5     Honorary Membership.  The Board of Officers can award membership without payment of dues in

appreciation of exceptional financial donation of money/goods or services provided by individuals, families, or businesses.  Minimum donation is $100 in funds/goods/services. 

2.6  Membership Meetings. 

1.  Membership meetings are required as follows:

A.   Preseason meeting every March to include elections of officers in an election year or as needed, renewal of membership dues, and any other business with respect to the upcoming season.  It is required that Treasurer present the year-end treasurers report from the previous year and the President present the annual club activities report.  Written copies of these reports must be made available at the meeting and then sent to all members as part of the minutes.  A copy of these must also be furnished to the Staten Island Yankees Front Office.  Any member has the right to request a copy of these reports.  A copy of the year-end reports must be kept on file and handed over to future boards.

B.  Seasonal Meetings.  At least two meetings during the season are required.  Additional meetings may be held as needed.

C.  End of season meeting to be held no later than the last day of November. 

2.  Notification of Meetings.  All members must be notified of upcoming meetings no later than 7 days of the meeting.  Notification will be made by e-mail/snail mail/phone.

3.  Quorum is not necessary to conduct business as long as the notification requirement has been met.

4.  Membership is a requirement to vote on any business.

5.  Special Meetings.  The officers may call special meetings of the corporation.  The Secretary shall cause a notice of such meeting to be communicated to all members as they appear in the membership roll book at least ten days before the scheduled date of such meeting.  Such notice shall state the date, time, place and purpose of the meeting and by whom called.  No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.  Examples of situations requiring special meetings are financial emergencies, emergency elections, etc.

6.  The order of business at all meetings shall be as follows:

A.  Sign in.

B.  Reading and acceptance of the minutes from preceding meeting.

C.  Discussion of old business.

D.  Reports of officers and committees

E.  Discussion of new business

F.   Open floor.

G.       Adjournment.

2.7      Membership Code of Conduct.  All members, including officers on the Board, must conduct

themselves in civil and ethical manner at all club activities.  Failure to do so jeopardizes the very existence of the club and therefore will not be tolerated.  Members must respect at all times their fellow members, other fans, players and employees of the Yankees.  Examples of this type of behavior include, but are not limited to, verbally abusive attacks upon fellow members and/or employees of the Staten Island Yankees, violent and belligerent behavior, libel, slander, theft, property destruction, harassment, sexist or racist remarks, drunkenness, any criminal activity committed at any club event, etc.  The Staten Island Yankees have the right to revoke the club’s privileges due to violation of this code.  Violation of this code is cause for immediate dismissal of any Board officer.  The Booster Club reserves the right, if necessary, to revoke membership privileges to any member violating this code. 

ARTICLE III - BOARD OF OFFICERS

3.1      Management of the Corporation.  The Board of Officers shall manage the corporation, which shall

consist of not less than five officers who shall be at least 18 years of age.  The officers are: President, Vice-President, Treasurer, Secretary and Sergeant-at-Arms.

3.2      Election and term of officers.  Every two years at the pre-season membership meeting, the members

shall elect officers to hold office until the next election meeting.  Officers shall be elected by a majority vote of the members present at any meeting where the election of officers is an item on the agenda for the meeting.  Officers elected will take office at the end of the election meeting.  The term of office shall be two years. Each officer shall hold office until the expiration of the term for which he was elected and until his successor has been elected or until his prior resignation or removal.  Officers can still serve on the board after two years if elected in a different capacity.  

Bill Klapach was voted as Honorary President for Life by the membership in honor of his service to the Booster Club as a longtime Board member.  His term of office is perpetual or until he should choose to resign. The corporation is honored by his service to the corporation.  The membership voted that he has full board and member voting rights.  In his capacity of Honorary President, Bill Klapach can assist the club in any manner if willing or able to do so.  He can fill in for or replace temporarily a board member who can no longer perform their duties.  He can assist until an emergency election can be held for a replacement officer or until the next normal election if it is close. 

3.3      Increase or decrease in the number of officers.  The number of officers may be increased or

decreased by a vote of the members subject to need.  No decrease in the number of officers shall shorten the terms of any incumbent officers.

3.4      Board vacancies.  Vacancies occurring as the result of resignation, death or removal, shall be filled in

the following manner.  Whatever position is vacant the officers below that position move up to fill that vacancy and a special election is held to fill the lower vacancy.  A special election is required if it is more than six months until the next normal election or if the board deems necessary if less than six months. Voting will be by all members attending special election meeting.

3.5      Removal of officers.  Any or all of the officers may be removed for cause by vote of the members or

by action of the Board.  Violation of the stated code of conduct or financial policies will result in this removal.  If the Board so acts, notification must be made at the next meeting and approved by those members attending said meeting.

3.6      Resignation.  An officer may resign at any time by giving written notice to the Board, the President or

the Secretary of the corporation.  Unless otherwise specified in the notice the resignation shall take effect upon receipt thereof by the Board or such officer and the acceptance of the resignation shall be necessary to make it effective.  Notification of members must take place at the next meeting.

3.7      Committees.  A committee can be created subject to the Board of Officers discretion.  It shall be the

function of the committees to investigate and make recommendations to the Board of Officers.  No committee shall have the power to commit the corporation to any matter of general policy or expand or commit the expenditure of any corporation funds.  Committees shall make recommendations to the Board of Officers for decisions on policy matters.

3.8      Action of the Board.  Unless otherwise required by law, the vote of a majority of the officers present

if a quorum is present at such time, shall be the act of the board.  Each officer shall have one vote.

3.9      Times and Place of Board Meetings.  The Board may hold its meetings at the office of the

corporation or at such other places, within or without the state, as it may from time to time determine.

3.10   Notice of Meetings of the Board, Adjournment.  Regular meetings of the Board may be held

without notice at such time and place, as it shall from time to time be determined.  Special meetings shall be held upon notice to the officers and may be called by the President upon notice to each officer either personally or by mail or by e-mail; special meetings shall be called on request of two officers. A majority of the officers present, whether or not a quorum is present, may adjourn any meeting to another time and place.  Notice of the adjournment shall be given to all officers absent at the time of the adjournment and, unless such time and place are announced in a meeting, to the other officers.

3.11 Officers - President.

The President shall be the chief executive officer of the corporation; they shall preside at all meetings of the members and of the Board; they shall have the general management of the affairs of the corporation and shall see all orders and resolutions of the Board are carried into effect.  The President and the Treasurer shall be the two signers of all checks and the two signatures required on the corporation bank account. Any violation of this bank policy is grounds for immediate dismissal for cause.

The President, unless otherwise agreed upon by the board, shall be the liaison person with the front office of the Staten Island Yankees.  It is the duty of the President to ensure that the club maintains a good relationship with the Staten Island Yankee Front Office and team. The President is required to present the annual activities report at the following pre-season membership meeting. The President must perform the duties of other Board members in the event they cannot attend or perform their duties.  The President shall oversee all communications to membership but can direct the Secretary to send out the communication. 

After an election, the outgoing President and/or the Treasurer must accompany the new President and Treasurer to the corporation’s financial institution. They will present the minutes showing the results of said election with the naming of the new officers, to bank officers to expedite the change of two signatures required on the corporation’s bank account.  It is also the duty of the President to make certain that the Treasurer has complied with all requirements from the IRS.  

3.12 Vice-President.

The Vice-President will share all duties of the president listed above except the signing of checks.  They will perform such other duties, as the Board shall prescribe. The President and the Vice-President can divide the duties of governing the corporation. During the absence or the disability of the President, the Vice-President shall have all powers and functions of the President.  In the event of a resignation or removal of the President, the Vice-President shall move up into the office of President for the remainder of the President’s term of office.  If for some reason the Vice-President cannot do this, the next officer in line can assume the job. 

3.13 Treasurer.

The Treasurer shall have the care and custody of all corporation funds, and will deposit said funds in the name of the corporation in such bank as approved by the Board.  The Treasurer shall, when authorized by the Board, sign and execute all contracts in the name of the corporation. The Treasurer shall sign all checks, drafts, notes, and orders for payment of money, which must be duly authorized by the Board and countersigned by the President.  All checks must have a receipt for the goods/ services provided attached.  The Treasurer shall at all times maintain bank statements and records and must exhibit the books and accounts to any Board member or club member upon request.

If an emergency involving the funds of the corporation arises, it is the duty of the Treasurer to immediately notify the entire Board who will decide a course of action or call an emergency membership meeting.  The Treasurer cannot act alone without the approval of the entire Board. 

The Treasurer is REQUIRED to provide at least two written financial reports during the season to all members at meetings and a year-end report at the following preseason meeting. Year-end reports and all bank records must be carefully maintained and passed on at the end of the Treasurer’s term to succeeding Treasurer. Any violation of these policies shall constitute cause for dismissal. 

A new tax law took effect in 2008 that requires non-profit organizations to file an “e-card” to state that all monies were used for club purposes and that budget did not go over a certain amount.  This has to be e-mailed to the IRS every year.  If the club fails to comply with this requirement for three years in a row, the organization will lose its non-profit status.  The Treasurer is REQUIRED to file this e-card every year.  It is the duty of the President to make sure that happens.  Copies of these e-cards must be kept as proof of compliance.  

 3.14 Secretary.

 The Secretary shall keep the minutes of the Board of Officers and the minutes of all membership meetings.  Unless otherwise determined by the Board, the Secretary or the Treasurer shall have custody of the corporation seal and shall affix and attest the same to documents when duly authorized by the Board of Officers.  The Secretary shall attend to the giving and serving of all notices of the corporation, and shall have charge of such books and papers as the board may direct; he/she shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to the office.  The Secretary shall keep a membership roll or database containing the names of all persons who are members of the corporation, showing their places of residence and type of membership. Copies of this roll/database must be submitted to the Board, carefully maintained and passed on to future boards.

3.15 Sergeant-at-Arms.

Duties shall include maintaining order at all membership meetings and casting the deciding vote in the event of a tie vote of the board.  This position was not requires but optional in the past years.  It was not required at the last election in March of 2007.  We are hereby making it a requirement,

that will take effect at the next regular election in March 2009.

3.16 Any other positions deemed necessary by future boards shall be listed and explained here by future

        amendments to these bylaws. 

ARTICLE IV - MISC. FINANCIAL POLICIES

 The following miscellaneous financial policies have been mentioned in other sections above but are more fully explained here as follows.

4.1      Financial Institution Policies: A bank account at a reputable financial institution will be maintained and managed by the Board of Officers. The President and the Treasurer are both required to open/close or make any major changes to the corporation’s financial structure.

4.2      Bank account signature.  Two signatures are required on the corporation’s account.  They must be the President and the Treasurer as both are required to sign all checks.  It is the duty of the Board of Officers to keep the two signatures on file at the corporation’s bank up to date and current at all times.  If one of the two officers leave for whatever reason, the process to replace them must happen no later than two weeks after their leaving so as to have two current signatures on file again. Under no circumstances can a person who is no longer an officer allowed to remain as a signature on the corporation’s financial account. 

4.3      Financial emergencies.  In the event of a financial emergency requiring a possible change in the

corporation’s financial structure, such as lack of funds, branch closing, new fees that cannot be afforded, security, and others, the following procedures are to be observed.  Discovery of emergency situation is to be followed by immediate notification of all Board members who shall take whatever action is deemed necessary.  The entire Board must approve any action and the President and the Treasurer must carry out any approved change to the corporation’s financial structure together.  Notification and explanation of said change must be presented in writing to all members at the next membership meeting.

4.4      Violation of financial policies.  Any violation of the corporation’s financial policies outlined above

constitutes cause for dismissal.  The trust of the entire membership in this area is paramount. This is the members’ club and not the Board’s.

4.5      Property rights. To the extent permitted by law, this corporation may hold property and enjoy such

other rights and laws provide privileges as for corporations that operate clubs.  No officers of this corporation may have any proprietary claim or interest in or to the business or corporation of the Staten Island Yankees Booster Club, or any claim of control over the same.  

4.6      Reporting to IRS.  A new tax law took effect in 2008 that requires non-profit organizations to file a “e-card” to state that all monies were used for club purposes and that budget did not go over a certain amount.  This has to be e-mailed to the IRS every year.  If the club fails to comply with this requirement for three years in a row, the organization will lose its non-profit status.  It is the duty of the club Treasurer to file this e-card every year.  It is the duty of the President to make sure that happens.  Copies of these e-cards must be kept as proof of compliance.  

ARTICLE V - SEAL

The seal of the corporation shall be as follows:

ARTICLE VI - CONSTRUCTION

If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate of incorporation shall govern.

ARTICLE VII - AMENDMENT OF BY-LAWS

7.1      The corporation’s by-laws may be amended from time to time by the Board with approval of

membership at a regular meeting in which by-laws have been placed in the agenda or at a special meeting called for such purpose.  At least two-week notification is required for a regular meeting or one week notification for a special emergency meeting.

7.2      The corporation’s by-laws may be adopted, amended or repealed by the members at the time they are

required to vote. By-laws may also be adopted, amended or repealed by the Board, but any by-law so adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as herein before provided.

7.3      If any by-law regulating an impending election of officers is adopted, amended or repealed by the

Board, there shall be set forth in the notice of the next meeting of members for the election of officers the by-law so adopted, amended or repealed, together with a concise statement of the changes made.

7.4      Amendments to the corporation’s by-laws must be presented in a meeting where such process is on the

agenda and approval of two-thirds majority of the members present at such meeting is required for any changes to these by-laws.

7.5      If at any time a member feels that a change is needed in the by-laws, the process will be that the 

Member or members present written notification of the request to the Board of Officers. This must be presented early enough to meet the requirements outlined above.  Notice of discussion of by-laws must be put in a notice announcing a membership meeting for such purpose and that notice must be sent out no later than two weeks before the date of meeting.  The discussion and possible amending of the by-laws has to be listed in the agenda.  The minutes from such meeting must be sent out by e-mail/mail explaining such action. If such action takes place, written copies of the by-laws must be made available to all members.

The above bylaws were proposed at the Oct. 2007 meeting and then sent out to members and posted on the club’s website.  They were then discussed, voted on and adopted at the March, 2008 membership meeting.  They were signed by the Board of Officers and witnessed by all members present.