BY  LAWS

OF

DYERSBURG-DYER COUNTY DIXIE YOUTH BASEBALL INC.

                             These Bylaws shall regulate the affairs of the corporation, subject to the provisions of  the Corporation's Charter and any applicable provisions of the Tennessee Nonprofit Corporation ACT, T.C.A.' 48-51-101, ef seq.(the aAct@). 

SECTION 1

OFFICES AND REGISTERED AGENT

Section 1.01 Regestered office.     The  Corporation shall designate and continuosly  maintain a regestered office in the state of Tennessee.

Section 1.02 Principal Office.  The principle office of the corporation shall be the ED WRIGHT BASEBALL Complex on community Park Road in Dyersburg, Tennessee.

Section 1.03. Other offices. The  Corporation may also have other offices within and without the state of Tennessee at such places as the Board of Directors may from time to time determine.

Section 1.04.  regestered Agent. The corporation shall designate and continuously maintain a regestered agent in the state of Tennessee at its  registered office.

SECTION 2

BOARD OF DIRECTORS

SECTION2.01. General Powers and Qualifications. All corporate powers of theCorporation shall be exercised by and under the authority of, and the affairs of the Corporation  shall be managed under the direction of, the BOARD of DIRECTORS. All  directors must be natural personsand shall be at least eighteen (18) years of age .  The President and  Treasure shall be residents of Dyer County, Tennessee. The powers ofthe board of Directors include, but are not limited to,approving disciplining and removing team managers and coaches for cause. 

SECTION 2.02 Number of Directors. The Board of Directors shall be comprised of nine  (9) voting Directors and two (2) ex-officio Directors, but these bylaws may be amended from time to time to increase or decrease the number of Directors within the limits provided by law, although at no time shall there be fewer than three (3) Directors. The voting Board shall be comprised of a President, a Secretary,a Treasure, and six (6) League Commissioners.

Section 2.03. Election and Tenure. the voting Directors shall be elected by the majority vote of the baseball team Managers,in the manner set forth below.at a regular meeting of the Board of Directors to be held at  the priincipal office of the Corporation or at such place as may be fixed by prior resolution of the Board of Directors, at 7:00 p.m. on the third Monday in October each and every year. Each Director shall be  elected to serve for a term of two (2) years (commencing January  1),or until his or her successor is elected and qualifies, subject, however, to the removal of any Director as allowed by law. The Dyer County Mayor and the Mayor of the City of Dyersburg may each appoint one ex-officio Director to serve for the term set up by each Mayor. One (1) League Commissioner shall be elected from each of the following baseball leagues: (a)T-Ball;  (b) Coach Pitch aka AA; (c)  Minor League aka AAA; (d)  Major League;; (e) Dixie  Boys; and (f) Dixie Pre- Majors and Dixie Majors (combined). The baseball team managers participating in spring baseball (one manager/one vote per team) for that year will be eligible to vote for the commissioner for his/her league, but not the League Commissioner of any other league. In other words, a Manager in t-ball may not vote in the election of the Coach Pitch League Commissioner.

All of the baseball team managers participating in spring baseball (one Manager/one vote per team) for that year are eligible to vote in the election of the President, Secretary and treasurer (assuming such position is open at such election).

Absentee voting in the election of directors is not permited. However, a Manager for a team may appoint another person to vote for such manager in his absence by written instrument signed by such manager.

In the event no person receives a majority of the Managers' votes cast for that position, a run off election shall be held among the top two candidates.

      The Election Years for the Board of Directors will be staggered as follows:

  Even election Year (i.e. Oct. 2004              Odd Election Years (i.e.) Oct. 2005                                               

    T-ball Commissioner                        Coach Pitch Commissioner                     

    Minor  league  Commissioner         Major  league  Commissioner   

    Dixie  Boys  Commissioner             Dixie  Pre-Majors & Dixie Majors Comm. 

    Secretary                                           PRESIDENT

                                                                 TREASURER

 

                                                   .       By not later September 15, the Secretary shall send written notice to the Managers advising them of the dead line to submit nominations and notifing them of the election. Any person may submit nominations for the Board of Directors. Nominations must be submitted in writing and received by the President on or before second Monday of October of each year, except that nominations for the office of President shall be submitted in writing by the Vice President by such date.    

       The President or Vice President shall contact  each nominated candiate to verify that He or She is willing to serve, if elected.A list of the nominated candidates who have expressed willingness to serve shall be presented to the Managers at the annual meeting in October. If no willing candidate is timely nominated, nominations may be made from the floor of the meeting of the annual election.

       Section 2.04. Regular Meetings.In addition to the regular meeting set forth in section 2.03 above, other regular meetings of the Board of Directors may be held without notice  at such time and place  as the Board of Directors shall determine from time to time. 

       Section 2.05 Special meetings. Special meetings of the Board of directors may be called  by the president or any two (2)  Directors. 

       Section 2.06. Notice of Meetings. except as otherwise provided by these bylaws, the notice requirements are as follows: 

       (A) Regular meetings of the Board of  Directors may be held without notice.                                                                                                                                                                                     

        (B) Special meetings of the Board of Directors must be preceded by at two (2) days notice to each Director of the date, time and place, but not the purpose, of such special meeting. 

         (c) Not withstanding (a) and (b) just above, any action by the  Board of Directors to remove a Director or to approve a matter that would require approval by the members of the Corporation if the Corporation had members shall be preceded by at least (7) days written notice to each director that the matter will be vote upon at a therein specified meeting of the       Board of Directors , unless such notice is waived pursuant to Section 2.07 or 5.04 below.

          (d) Notice of any adjourned meeting need not be given if the time and place to which the meeting was adjourned are fixed at the meeting at which the adjournment is taken, and if the period of adjournment does not exceed one (1) month in any one (1) adjournment.

          Section 2.07. Waver of notice of meeting. If a Director attends or participates in a meeting, he or she waves any required notice to him or her of the meeting unless the Director at the beginning of the meeting (or promptly on arrival) objects to holding the meeting or transacting business at the meeting and does not therefore vote for or assent to action taken at the meeting.

           section 2.08. Quorum and voting. Aquorum of the Board of Directors consists of a majority (but no fewer than two (2) of the Directors then in office before a meeting begins.If a quorum is present when a vote is taken, the affirmative vote of a majority of the Directors present is the act of the Board of Directors,unless these Bylaws, the Charter or the Act required the vote of a greater number of directors.

           Section 2.09. Vacancy. If a vacancy occurs on the Board of Directors,including a vacancy resulting from an increase in the number of Directors or a vacancy resulting from a removal of a Director with or without cause:

        (a) The Board shall fill the vavancy until the next annual vote of the Managers* or

        (b) If the directors remaning in office somehow constitute fewer than a quorum of the Board, they may fill the vacancy by the affirmative vote of a majority of all Directors still in office.

           Section 2.10. Removal of Director without cause. The Board of Directors may remove and Director with or without cause by the affirmative vote for such removal of two-thirds (2/3) of the  Directors then in office.

             Section 2.11. Action without meeting.Action that is required or permitted to be taken at a meeting of the Board of Directors may be taken without such a meeting if all Directors consent to taking such action without a meeting. If all Directors so consent, the affermative vote of the number of Directors that would be necessary to authorize or take such action at a meeting shall be the act of the board, except as otherwise provided in these bylaws. Such consent(s)shall describe the action taken, be in writing, be signed by each Director entitled to vote, indicate each signing Director's vote or abstention on the action,and be delivered to the secretary of the Corporation and included in the minutes filed with the corporate records.

          Section 2.12 idemnification. with respect to clames or liabilities arising out of service as a Director of the Corporation, the corporation shall indemnify and advance expenses to each present and future Director (and his or her estate, heirs, and personal representives) to the fullest extent allowed by the laws of the state of Tennessee, both as now in effect and as hereafter adopted or ammended.

          Section 2.13. Immunity. to the fullest extent allowed by the laws of the state of Tennessee, both as now in effect and as hereafter adopted or ammended, each present and future Director (and His or Her estate, heirs and personal representatives) shall be immune from suit arrising from the conduct of the affairs of the Corporation.

 ______________

  1. For example if the Secretary, whose term was originally scheduled to end on december 31 , 2006 resigned or is removed by the Directors in January of 2006, then the remaning directors would appoint a new secretary to serve until the October 2006 election, at which time the Managers would elect someone to serve as secretary for the balance of the original term ending December 31, 2006 and a new two year term ending December 31 2008. on the other hand, if the secretary, whose term was originally scheduled to end on December 31, 2006 resigned or is removed by the Directors in January of 2005, the then remaning Directors would appoint a new secretary to serve until the October 2005 election, at which time the Managers would elect someone to serve as secretary for the balance of original term ending December 31, 2006.

                                                                         SECTION 3

                                                                          OFFICERS

          Section 3.01.Required officers.The officers of the Corporation shall be a president, a Secretary, a treasurer and such other officers as may from time to time be elected or appointed by the Board of Directors. All officers must be natural persons and shall be at least 18 years of age. The president and Treasurer shall be residents of Dyer County Tennessee.

          Section 3.02. Election. As noted above in section 2, the President, Secretary and Treasurer are ellected by the Managers.The Vice President shall be elected from the six (6) league Commissioners by the six (6) League commissioners at the october meeting each year.

          Section 3.03. Term of office. The vice -President=s term is for a term of one (1) year beginning January 1, subject, however, to the right and authority of the Board of Directors to remove any officer at any time with or without cause. The other officers term is for two (2) years as set forth in Section two (2) above.

          Section 3.04. Powers and duty of officers. The powers and duties of the officers shall be as follows:

         (A) President. The president shall be the chief executive officer of the corporation, and shall see that all orders and resolutions of the Board of Directors are carried into effect, subject however, to the right of the Board of Directors to delegate any specific powers, unless exclusively conferred on the President by law, to any other officer(s) of the Corporation.The President shall chair the board meetings and only vote in matters in which there is a tie vote amoung the other members of the Board of Directors.

        (b) Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him or her by the Board of Directors or the President. In the absence or disibality of the President, the Vice President shall preform the duties and exercise the the powers of the President. The Vice President may sign and execute contracts and other obligations pertaining to the regular course of his or her duties. If the Vice President conducts a meeting in the absence or disability of the President, the Vice President shall only vote in matters in which there is a tie vote among the other Members of the Board of Directors. 

        (c) Secretary. The Secretary shall attend all meetings of the Board of Directors of the Corporation and shall be responsible for the care and the custody of the minute book of the Corporation and for authenticating records for the Corporation. It shall be his or her duty to give or cause to be given notice of all meetings of the Board of Directors. The Secretary shall also perform such other duties as may be assigned to him or her by the Board of Directors or by the President, under whose supervision he or she will act. In the event the secretary is absent  for some reason from any meeting where minutes are to be prepaired or is otherwise unable to take such minutes, the presiding officer of such meeting shall appoint another person, subject to the approval of those present and entitled to vote at such meeting, to take the minutes  thereof. The secretary, as a Member of the Board of Directors, shall be entitled to vote on all matters before the Board.

         (d) Treasurer. the Treasurer shall have custody of the Corporations funds and securities, shall keep full and acurate account of receipts and disbursements in the apporate Corporation books, and shall require the deposit of all monies and other valuable assetsin the name of and to the credit of the Corporation in such financial institutions as may be designated by the Board of Directors. The treasurer shall require disbursement of the funds of the corporation as may be ordered by the Board of Directors, and shall render to the President and the Board of Directors, at any time they may require, an account of his or her transactions as Treasurer and of the financial condition of the corporation. the Treasurer, as a member of the Board of Directors, shall be entitled to vote on all matters before the Board.

         Section 3.05. Removal. As noted in Section 2, the Board of directors may remove any officer with or without cause by the affirmative vote for such removal of two-thirds (2/3) of the Directors then in office.

         Section 3.06. Vacancies. Any vacancies occuring in the offices of the President, Vice President, Secretary or treasurer shall be filled by the Board of Directors as soon as practicable in the mannerand for the term set forth above in Section 2.

          Section 3.07. Delegation of powers and duties. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may delegate the powers of such officer to any other officer or to any Director for the time being.

           Section 3.08. Indemnification. With respect to claims or libilities arsing out of service as an officer of the Corporation, the Corporation shall indemnify and advance expenses to each present and future officer (and his or her estate, heirs and personal repesentatives) to the fullest extent allowed by the laws of the State of Tennessee, both as now in effect and as hereafter adopted or amended.

                                                                        SECTION 4

                                                             RECORDS AND REPORTS

                                                                             

            Section 4.01 Corporate records. The corporation shall keep as permanent records minutes of all meetings of its Board of Directors, a record of all actions taken by the board of Directors without a meeting, and appropriate accounting records.

            Section 4.02. Records at principal office. The Corporation shall keep at all times a copy of the following records at its principal office:

            (a) Its charter or restated charter and all amendments thereto;

            (b) These Bylaws and all amendments thereto;

            (c) a list of the names and business or home addresses of its current Directors and Officers; and

            (d)  the most recent annual report delivered to the Tennessee Seceretary of State.

            Section 4.03. Annual Financial Statements. The Corporation shall prepare annual financial statements that include a balence sheet as of the end of the fisical year, an income statement for that year, and such other information necessary to comply with the requirments of the applicable provisions of the Tennessee Nonprofit Corporation Act.

                                                                      SECTION 5

                                                      MISCELLANEOUS PROVISIONS

             Section 5.01. Fisical year. The fisical year of the Corporation shall be fixed by resolution of the Board of Directors.

             Section 5.02. no seal. The Corporation shall have no seal.

             Section 5.03. Notices. Whenever notice is required to be given to Directors or Officers, unless unless otherwise provided by law, the Charter of these Bylaws,such notice may be given in person, or by telephone, telegraph, teletype or other form of wire or wireless communication, or by mail or private carrier. If such notice is given by mail, it shall be sent postage prepaid by first class United States mail or by registered or certified United States mail,  return receipt  requested, and addressed  and addressed  to the respective address that appears for such person on the books of the corporation. Written notice shall be deemed to have been given at the earlest of the following:

             (a) when received;

             (b) Five (5) days after its deposit in the United States mail if sent first class, postage prepaid; or

             (c) On the date of the return receipt, if sent by registered or certified United States Mail, return receipt requested, postage prepaid and the receipt is signed by or on behalf of the addressee.

              Section 5.04. Waver of notice. Whenever any notice is required to be given under the provisions of any statute, or of the Charter of these Bylaws, a waiver thereof in writing  signed by the person entitled to such notice, wheather before or after the date stated thereon, and delivered to the seceratary of the Corporation and included in the minutes or corporate records, shall be deemed equivalent thereto.

             Section 5.05. Negotiable Instruments. all checks, drafts, notes or other obligations of the corporation shall be signed by such of the officers of the Corporation or by such other person(s), as may be authorized by the Board of Directors.

             Section 5.06. Deposits. the monies of the Corporation may be deposited in the name of the Corporation in such bank(s) or financial instution(s) as the Board of Directors shall designate from time to time and shall be drawn out by check signed by the officer(s) or      person(s) designated by resolution adopted by the board of Directors.

            Section 5.07. Parliamentary Authority. the rules contained in the current edition of Robert=s Rules of order shall govern the Corporation on all matters other than those set forth in these Bylaws.    

                                                                         SECTION 6

                                                             AMMENDMENT OF BYLAWS

            Section 6.01. By Board of Directors. By a three forths  vote of the Directors then in office, 

the Board of Directors may ammend these Bylaws at any regular or special meeting of the Board of Directors where a quorum is present, provided that such meeting is proceeded by at least two (2) days'  notice to each Director of the date, time and place of the meeting. such notice shall also state that the purpose, or one (1) of the purposes, of the meeting is to consider a proposed amendment to the bylaws, and shall contain or be accompanied by a copy or summary of the proposed amendment or state the general nature thereof.

            I certify that the foregoing By-laws were duly adopted by the Board of Directors of the Corporation on the _______day of december, 2003.

                                                                                                       _______________________

                                                                                                       JIMMY PUTMAN, PRESIDENT