Bylaws Test

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Article III Membership (paragraph 1):

Original:

Membership in the SSSA and use of the facilities is open to all individuals who have a current HOA1, HOA2, or SaddleBrooke Ranch membership card, and to others, as approved by the Board. Membership is also open to individuals in the geographic area from Oro Valley north to include SaddleBrooke Ranch. Individuals who wish to join the SSSA, but live outside of this geographic area, may apply to the Board for membership. Until such individuals are approved for membership, they are not allowed to use the facilities or practice. Membership is also open to former players regardless of place of residence. These legacy players are considered to be “grandfathered in.” All individuals must have reached the age of 50 to become a member.

Final:

Membership in the SSSA and use of the facilities is open to all individuals who live in HOA1 or HOA2, and to others, as approved by the Board. Membership is also open to individuals in the geographic area from Oro Valley north to Oracle including SaddleBrooke Ranch. Until such individuals are approved for membership they are not allowed to use the facilities except for scheduled practices per rules of play. Membership is also open to former players regardless of place of residence. These legacy players are exempt from the above geographical restrictions. All individuals must have reached the age of 50 to become a member.

Impact: Excludes SaddleBrooke Ranch from automatic membership. Satisfies HOA2 License agreement with SSSA which limits membership outside of HOA1 and HOA2 to a specified percentage.

Board Recommendation: Vote to Approve.

Article III Membership (paragraph 2):

Original:

Exceptions for individuals under the age of 50 must be approved by the Board. The SSSA shall comply with anti-discrimination laws.

Final:

Exceptions for individuals under the age of 50 must be approved by the Board. The SSSA facilities are not a public accommodation, but the SSSA is committed to following the anti-discrimination provisions of 42 U.S.C. § 2000a and shall endeavor at all times, to the extent of its legal authority, to create a welcoming and inclusive environment for all of its members.

Impact: The SSSA considers itself to be a private club, and follows provisions that are appropriate for its status. It also is more aligned with SSUSA guidelines.

Board Recommendation: Vote to Approve.

Article IV - Board of Directors, Elections, Nominations (paragraph 1):

Original:

SSSA members who reside in SaddleBrooke or SaddleBrooke Ranch may declare candidacy (i.e., self-nominate). Members who have resigned from an elected position before the end of their term are not eligible to run for a position until at least one full year after what would have been the end of their term.

Final:

Any SSSA members may declare candidacy (i.e., self-nominate). Members who have resigned from an elected position before the end of their term are not eligible to run for a position until at least one full year after what would have been the end of their term. Members must be in good standing to serve as nominees. “Good standing” for the purposes of these Bylaws means the member is current on all dues or other amounts owed to SSSA and does not have any unresolved violations of any of SSSA’s Rules of Play or other governing documents. At any given time, no more than two At-Large Directors, who are not HOA1 or HOA2 residents, may serve on the board.

Impact: Allows all members to have a seat on the Board, subject to the following restrictions: the number of Board members residing outside of HOA1 and/or HOA2 is limited.

Board Recommendation: Vote to Approve.

Article IV - Board of Directors, Elections, Nominations (paragraph 2):

Original:

Nominations shall be opened by October 15th for a period of three (3) weeks.

Final:

Nominations shall be opened by October 15th for a period of three (3) weeks. All members who volunteer for the Board and who are qualified to be nominees as provided in these Bylaws ( Article IV paragraph 1) shall be placed onto the ballot for the election.

Impact:  A simple clarification of the existing ByLaw.

Board Recommendation: Vote to Approve

Article IV - Board of Directors, Elections, Voting (paragraph 1):

Original:

Voting shall begin by November 15th for a period of two (2) weeks, and may be conducted via email. Candidates may appear on the ballot for one (1) position only. The Committee shall tabulate the results and forward them to the President within five (5) days.          

Final:      

Voting shall begin by November 15th for a period of two (2) weeks, and shall be conducted via email. Candidates may appear on the ballot for one (1) position only. The Election Committee shall tabulate the results and forward them to the President within five (5) days. Each member may cast up to one (1) vote for each open seat in each election.

Impact: The change specifies how the election will be held; who tabulates the results; and how many votes a member may submit.

Board Recommendation: Vote to Approve.

Article V – Governance, Special Board Meetings:

Original:

The President, or a minimum of four (4) Board members to include one (1) Officer, may call Special Board Meetings. Closed meetings may be called at the Board’s discretion. 

Final:   

Board Meetings: The President, or a minimum of four (4) Board members to include one (1) Officer, may call Board Meetings. Closed meetings may be called at the Board’s discretion.

Impact: Eliminates Special Board Meetings.

Board Recommendation: Vote to Approve.

Article V – Governance, Resignations:

Original:

When a Board vacancy occurs, the Board shall advertise the vacancy for a period of two (2) weeks. Interested members shall declare candidacy to a designated Board member. If fewer than six (6) months remain in the two-year term, the President shall fill the position via direct appointment. Election procedures specified in Article IV are required for positions with remaining terms longer than six (6) months.     

Final:   

Any Director may resign from the Board by providing written notice to the President. The resignation is effective immediately upon delivery of that notice. When a Board vacancy occurs, the Board shall advertise the vacancy for a period of two (2) weeks. Interested members shall declare candidacy to a designated Board member. If fewer than six (6) months remain in the two-year term, the President shall fill the position via direct appointment with approval of the Board. Election procedures specified in Article IV are required for positions with remaining terms longer than six (6) months.

Impact: Clarifies procedure for resignation from the Board.

Board Recommendation: Vote to Approve.

Article V – Governance, Authorities, Adverse Actions:

Original:

The Board shall decide on the type and duration of all adverse actions taken against members, including Board members, whose conduct is determined to be detrimental to the best interests of the SSSA, and against the values spelled out in the SSSA Rules of Play, Code of Ethics. Additionally, under certain circumstances, when no action is taken by members (e.g. managers, teammates), that behavior can also be determined to be detrimental to the best interests of the SSSA. Adverse actions include warnings, probation, suspensions and revocation of membership, and may be levied by simple majority vote. Any Board member who is absent for four (4) consecutive meetings shall be allowed to resign before a vote is taken for removal. A petition to initiate removal of a Board member must be in writing and signed by a minimum of at least 30 SSSA members in good standing. The Board will review it and then forward it, via email, to the membership to vote on. A majority vote, of the members voting, will determine the outcome. Any Board member subject to the petition shall not be allowed to vote.       

Final:   

The Board shall decide on the type and duration of all adverse actions taken against members, including Board members, whose conduct is determined to be detrimental to the best interests of the SSSA, and against the values spelled out in the SSSA Rules of Play and/or Code of Ethics. Additionally, under certain circumstances, when no action is taken by members (e.g. managers, teammates), that behavior can also be determined to be detrimental to the best interests of the SSSA. Adverse actions include warnings, probation, suspensions and revocation of membership, and may be levied by simple majority vote of the board.

Any Director elected by the members shall be removed from the Board by a majority vote of the members voting by email, except as otherwise provided in these Bylaws. The Board may conduct such a vote at its own discretion and must conduct such a vote within 30 days upon receiving in writing a petition listing reasons for removal of a Board member and signed by a minimum of 40 SSSA members in good standing. Any Board member subject to the petition shall not be allowed to vote.

The Board may remove any Board member who is absent for four (4) consecutive meetings, but the Board shall allow the Director an opportunity to resign before a board vote is taken for removal. After notice to a Director and an opportunity to cure, the Board may remove a Director from the Board for the violation of any rules, policies, or other governing documents of the SSSA. The Board may at any time remove a Director who was appointed to the Board. Any vacancy arising from the removal of a Director shall be filled by the same process detailed above for vacancies arising from a Director’s resignation.

Impact: Clarifies the procedure for adverse actions taken against members, including how the membership is to remove a Board member.

Board Recommendation: Vote to Approve.

Article V – Governance Authorities, Nonpayment of Dues and Assessments:

Original:

(new section inserted between Special Assessments and Bank Accounts) 

Final:   

In the event a member fails to pay the Annual Dues or Special Assessments within fifteen (15) days from the date the same is due, then the SSSA may suspend the member from play and practice until all outstanding amounts due on the member’s account are current, or such other period of time as the Board determines appropriate.

Impact: Removes the possibility of a member playing  and/or practicing without paying dues. Dues will be expected to be paid before the first game and/or practice of the calendar year.

Board Recommendation: Vote to Approve.

Article VI – League Commissioner and Committees, League Commissioners, 3:

Original (First paragraph, line 7, first 3 points)

Develop player entrance policies for the league(s) they represent. Skill level and safety shall be primary considerations. Player residence shall not be a factor in determining the most suitable leagues(s) for players. This applies to season and tournament play.

Final:

Develop player entrance policies for the league(s) they represent. Skill level shall be the primary consideration. Player residence shall not be a factor in determining the most suitable leagues(s) for players. This applies to season and tournament play.

Impact: It is the player’s responsibility to determine their safety in any given league, and all members play at their own risk.

Board Recommendation: Vote to Approve.

Article VI – League Commissioner and Committees, Ad Hoc Committees, Skills Committee:

Original:

The President shall select a Skills Committee chair who, along with its members, shall be tasked with evaluating and documenting the skill levels of new players to the SSSA. They shall observe their abilities and assign them to a League Commissioner who will then assign them to a team so as to be comfortable, safe, and competitive playing with players of similar capabilities.

 Final:

The President shall select a Skills Committee chair who, along with its members, shall be tasked with evaluating and documenting the skill levels of new players to the SSSA. They shall observe their abilities and assign them to a League Commissioner who will then assign them to a team so as to be comfortable, and competitive playing with players of similar capabilities.

Impact: All players play at their own risk. It is the player’s responsibility to determine their safety in any given league.

Board Recommendation: Vote to Approve.

Article VII – Financial Management, Budget Execution:

Original:

The SSSA has one account, the Operations Fund, from which all funds are expended. The Treasurer shall execute the budget, making sure all expenditures are made in accordance with the membership-approved budget. All funds shall be used to benefit the SSSA.       

Final:   

The SSSA has two accounts. The first is the Operations Fund, from which funds are generally expended. The second is the Reserve Fund, which shall be a used to fund extraordinary expenses not anticipated in the budget. The Board may adopt further guidelines governing the use of the Reserve Fund. The budget shall reflect a line item for contributions to the Reserve Fund. The Treasurer shall execute the budget, making sure all operating expenditures are made in accordance with the budget, as approved pursuant to these Bylaws. All funds shall be used to benefit the SSSA.

Impact: Clarifies and defines the account types and their proposed usage.

Board Recommendation: Vote to Approve.

Article VII – Financial Management; Budget Submission, Review and Approval:

Original:

The Treasurer shall submit a summary of financial procedures, fundraising plans, and budget to the Board by December 15th for the next fiscal year. The budget shall itemize the funds necessary to cover all annual costs related to SSSA operations. Upon approval by the newly elected Board, the budget shall be sent to the membership at least ten (10) days prior to the January Annual Membership Meeting. A majority vote of members in attendance or voting by email is required to pass the budget. Members voting via email must submit their vote no later than three (3) days prior to the Meeting so their votes can be tabulated. Each member is allowed only one (1) vote.        

 Final:

The Treasurer shall submit a summary of financial procedures, fundraising plans, and budget for the next fiscal year, to the Board by the November Board meeting. The budget for the next fiscal year shall itemize the funds necessary to cover all annual costs related to SSSA operations. Upon approval by the Board, the budget shall be sent to the membership at least ten (10) days prior to the Annual Membership Meeting.  The meeting will be informational and allow members to ask questions about the budget and other items. Members will vote via email and must submit their vote no later than 7 days after the Annual Meeting. Each member is allowed only one (1) vote. 

Impact: The Annual Membership meeting and budget approval will occur before the end of the calendar year.  The budget will not be voted on at the Annual Meeting, but only via email.

Board Recommendation: Vote to Approve.

Article VII – Financial Management, Expenditures Outside Approved Budget:

Original:

The Board may authorize expenses for line-item overruns and non-budgeted items up to 10% of the total annual budget. Items exceeding the 10% authority require membership approval. The Board shall not create a deficit situation.          

Final:

The Board may authorize expenses for line-item overruns and non-budgeted items up to 10% of the total annual budget. Items exceeding the 10% authority require membership approval, unless the expense is eligible to be funded from the Reserve Fund and will not reduce the balance of the Reserve Fund by more than 10%. The Board shall not create a deficit situation. This restriction does not apply to: (i) the costs of emergency repairs or maintenance necessary to prevent or mitigate an imminent threat of harm to person or property; (ii) legal expenses related to the SSSA’s defense of any legal, administrative, or other proceeding initiated against it; or (iii) any expense necessary to comply with any applicable laws, codes, ordinances, or governmental orders.

Impact: Limits and clarifies the Board’s ability to control finances without membership approval.

Board Recommendation: Vote to Approve.

Article IX - Liability

Original:

The SSSA shall indemnify and hold harmless to the limits of its insurance all Board members and non-Board members serving in official capacities from any and all liability that may be incurred while acting in the course and scope of his/her duties. Such indemnity payments shall include judgments, fines, settlements, expenses, attorney fees and any other amounts actually expended and reasonably incurred in connection with authorized SSSA operations. 

 The SSSA shall obtain liability insurance required to insure and indemnify the SSSA, its Officers, Directors, agents, their family members, heirs, and assignees against any and all liability claims. The HOA2 shall be an additional insured.

The SSSA shall obtain and maintain the minimum following liability coverages :

 Each Occurrence $1,000,000

General Aggregate Limit: $2,000,000

Products-Completed Operations Aggregate1: $2,000,000

Personal and Advertising Injury: $1,000,000

 The SSSA shall have its liability coverage reviewed every three (3) years, starting in the year 2024, by a qualified individual or entity. The Treasurer with Board approval shall implement changes to ensure currency of coverage.

 Final:

The HOA2 shall indemnify and hold harmless to the limits of its insurance all Board members and non-Board members serving in official capacities from any and all liability that may be incurred while acting in the course and scope of his/her duties. Such indemnity payments shall include judgments, fines, settlements, expenses, attorney fees and any other amounts actually expended and reasonably incurred in connection with authorized SSSA operations.

Impact: The liability limits have been removed because SSSA is now covered by the HOA2 Liability, and Directors & Officer insurance policies.