AND BY-LAWS OF THE UNITED STATES
BASEBALL FEDERATION, INC.
ARTICLE I: NAME
name of this organization, incorporated in the State of Michigan on January 6, 1965, as a
not-for-profit corporation, shall be the United States Baseball Federation,
Inc. hereinafter referred to as “USA Baseball.”
ARTICLE II: OFFICES
office of USA Baseball shall be determined by the Board of Directors.
Section 1. Notwithstanding any other
provision of these articles, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation exempt from
Federal income tax under Section 501 (c) (3) of the Code or (b) by a corporation
contributions to which are deductible under Section 170 (c) (2) of the Code.
Notwithstanding any other provision of these articles, this
corporation is organized exclusively to foster national and international
USA Baseball shall be autonomous in the governance of baseball,
shall independently determine and control all matters central to such
governance, shall not delegate such determination and control, and shall be
free from outside restraint.
USA Baseball shall act as the national governing body for amateur
baseball in the United
States, maintain membership with the United
States Olympic Committee (“USOC”), shall be a member of the international
federation that governs baseball (“IBAF”) and shall be a member of the
continental baseball federation (“COPABE”).
No part of the net earnings of USA Baseball shall inure to the
benefit of, or be distributable to its members, trustees, officers, or other
private persons, except that USA Baseball shall be authorized and empowered to
pay reasonable compensation for specific services rendered when approved by the
Board of Directors and to make payments and distributions in furtherance of the
purpose set forth in these articles.
No substantial part of the activities of USA Baseball shall be the
carrying on of propaganda, and USA Baseball shall not participate in, or
intervene in (including the publishing or distribution of statements) any
political campaign on behalf of any candidate for public office.
ARTICLE IV: MEMBERSHIP
Section 1. Membership in USA Baseball is open to any
individual who is an athlete, coach, trainer, manager, administrator, or
official (umpire) active in baseball, to any sports organization which conducts
programs in baseball, or to any individual or organization interested in the
advancement of baseball in the United States and throughout the world. Membership is provided without discrimination
on the basis of race, color, religion, disability, age, sex, or national
There shall be three (3) classes of membership in USA Baseball. The classes of membership are as follows:
Sports Organizations: Youth- Those
not-for-profit sports organizations which conduct programs in baseball predominantly
for youth and have members or affiliates in multiple states of the United
States of America, or, if in the opinion of USA Baseball Board of Directors,
the not-for-profit sports organization is otherwise sufficiently national in
its character and scope. Organizations,
which are political in nature, are not eligible for membership.
Sports Organizations – Other - Those not- for- profit sports
organizations which conduct programs in baseball not designed specifically for
youth and have members in multiple states of the United States of America, or, if
in the opinion of USA Baseball Board of Directors, the sports organization is
otherwise sufficiently national in it character and scope. Organizations, which are political in nature,
are not eligible for membership.
General: Any individual or sports organization
active in baseball, or any individual or sports organization interested in the
advancement of baseball in the United States and throughout the world.
The USA Baseball Board of Directors must approve all new members in
classes A and B. Board Approval is not necessary for class C
Applications for membership and the payment of dues shall be in
accordance with the By-Laws of USA Baseball.
ARTICLE V: DUTIES
The duties of USA
Baseball are as follows:
To develop interest and
participation in baseball throughout the United States andbe
responsible to the persons and sports organizations USA Baseball represents.
To coordinate with other sports organizations, minimizing conflicts
in the scheduling of all practices and competitions.
To keep baseball players informed of policy matters and reasonably
reflect the views of these players in the policy decisions made by USA
To promptly review every request submitted by a sports organization
or person for a sanction to hold an international baseball competition in the
United States, or to sponsor United States amateur
and, where appropriate, professional baseball players to compete in
international baseball competition held outside the United States, and
determine whether to grant such sanction in accordance with the provisions of
the USA Baseball’s By-Laws relative to sanction.
To allow baseball player to compete in any international
baseball competition conducted under USA Baseball auspices or that of any other
sports organization or person, unless denial is based on evidence that the
organization or person conducting the competition did not meet the requirements
of the USA Baseball By-Laws relative to sanction.
To coordinate with Major League Baseball (MLB) and the Major League
Baseball Player’s Association (MLBPA) to sponsor United
States professional baseball players to compete in designated
international baseball competitions held both within and outside the United States.
To provide equitable support and encouragement for participation by
women where separate programs for male and female athletes are conducted on a
To encourage and support baseball programs for individuals with
disabilities and the participation of such individuals in baseball activity,
including, where feasible, the expansion of opportunities for meaningful
participation by individuals with disabilities in programs of baseball
competition for able-bodied individuals.
To provide and coordinate technical information on physical
training, equipment design, facility and event management, coaching and
To encourage and support research, development, and dissemination of
information in the areas of sports medicine and sports safety
To obtain for the United
States the most competent representation
possible in international baseball competition, including, but not limited to,
the Olympic WC,
Pan-American Games, COPABE events .
To provide an equal opportunity to athletes, coaches, trainers,
managers, administrators, and officials (umpires) to participate in baseball
competitions, without discrimination on the basis of race, color, religion,
disability, age, sex, or national origin, and with fair notice and opportunity
for a hearing to any such individual before declaring such individual
ineligible to participate.
To provide procedures for the prompt and equitable resolution of
grievances of USA Baseball members.
ARTICLE VI: POWERS
USA Baseball has
the power to do the following:
To act as the national governing body for baseball
in the United States and to represent the United States in the International
Baseball Federation (“IBAF”); the
Confederation of Pan-American Baseball (“COPABE”); and the U.S. Olympic
To establish national goals and encourage the attainment of these
To serve as the coordinating body
for baseball activity in the United States.
To exercise jurisdiction over international baseball activities
involving players, teams, or coaches from the United
States, to sanction international baseball competitions
held in the United States,
and to sanction the sponsorship of international
amateur baseball competitions held
outside the United States.
To conduct baseball competition, including national championships
and international baseball competition in the United States, and to establish
procedures for the determination of eligibility standards for participation in
such competitions, except that any sport
organization which conducts baseball
competition, participation in which is restricted to a specific class of
athletes (such as high school students, college students, members of the Armed
Forces, or similar groups or categories), shall have exclusive jurisdiction
over such competition. If such
sports organization wishes to conductdesignated
baseball competition to be held in the United States or sponsor international
baseball competition to be held outside the
States, it shall obtain sanction from USA Baseball in accordance with the
By-Laws of USA Baseball.
To recommend to the USOC individuals and teams to represent the
United States in the Olympic Games and the Pan-American Games and designated
Towith assistancesuch other appropriate, designate individuals and teams to
represent the United States
in international baseball competition (other than the Olympic Games and the
Pan-American Games) and to certify, in accordance with applicable international
rules, the eligibility of such individuals and teams.
To sue and be sued.
To make contracts.
To acquire, hold and dispose of real and personal property as may be
necessary for its corporate purposes.
To accept gifts, legacies, and devices in furtherance of its corporate
To borrow money to carry out its corporate purposes.
To provide financial assistance to any organization or association,
other than a corporation organized for profit, in furtherance of the purposes
of USA Baseball.
To approve and revoke membership in USA Baseball.
To adopt and alter a corporate seal.
To establish and maintain offices for the conduct of the affairs of
To publish newspaper, magazine, website,
or other publication
consistent with its corporate purposes.
To do any and all acts and things necessary and proper to carry out
the purpose of USA Baseball.
To amend its Constitution and By-Laws in a manner not inconsistent
with the laws of the United
States, or of any State.
ARTICLE VII: BOARD OF DIRECTORS
The Board of Directors shall have general charge of the business
affairs and activities of USA Baseball and shall determine the policies to be
followed in carrying out the purposes and objectives of USA Baseball.
The Board of Directors shall consist of the following directors and
each shall have one (1) vote:
Three (3) directors to be collectively
elected by the USA atNational
One (Nationals - Other
who are actively engaged in baseball competition or who have
represented the United States in international baseball competition within the
ten (10) years preceding their appointment to ensure that not less than 20% of
the Board of Directors shall consist of said individuals. One of these individuals shall be the duly
elected representative to the USOC’s Athletes’ Advisory Council (“AAC”).
(Wherever used in
this Constitution and By-Laws, the phrase “individuals who are actively engaged
in baseball competition” means those competing at a level of proficiency
appropriate for selection to a national team). The election of these athletes
and past athletes are outlined in the By-Laws of USA Baseball and shall conform
to the requirements of the USOC Constitution and By-Laws as well as the USOC AAC’s
Constitution and By-Laws.
Each director shall take office immediately upon election or
appointment and shall serve until a successor is elected or appointed.
Each director shall serve without compensation.
Section 5. The Board of Directors
shall have anannual meeting
but may meet speciallyfrequently if circumstances
Section 6. Member terms will be for three (3) years
following an initial phase-in period and will be staggered.
. Any individual is eligible to serve on the
USA Baseball Board of Directors, or any USA Baseball Committee, or both.
. Members of the Board of Directors shall
be selected without regard to race, color, religion, disability, age, sex, or
The Executive Director/ CEO shall not have
a vote on any Board decision.
removal, resignation, or vacancy of an elected Board member,
ARTICLE VIII: OFFICERS
Section 1. The USA Baseball
shalla President, a
Secretary-General, a Secretary and a Treasurer. It will also be responsible to
name an Executive Director, as well as any member of USA Baseball who may serve
as an elected officer of IBAF.
The Officers of USA Baseball shall be elected annually by a majority
of votes cast by the Board of Directors for each position.
All officers are eligible for re-election or re-appointment
The Board of Directors shall have responsibility for oversight of
the Executive Director and USA Baseball operations according the to policy
guidelines prescribed by the Board of Directors; shall be responsible for
planning with respect to the long-range goals and needs of the organization;
and shall perform such other duties as may be determined to be necessary.
No Officer shall be an officer of any other sports organization,
which is recognized as a national governing body.
recommendation by the President, the Board of Directors may appoint a General
ARTICLE X: EXECUTIVE DIRECTOR
Section 1. There shall be a full-time, paid
Executive Director who shall serve as the chief executive officer for USA
Baseball. This person shall be selected
by the Board of Directors and approved by a majority vote of the Board of
Directors. Such appointment shall be reaffirmed annually unless otherwise
agreed in writing and may be renewed for successive terms, and the incumbent shall serve
until his or her successor is selected and approved.
The Executive Director shall devote
full time and services to USA Baseball and shall not engage in any other
activity or employment for gain or profit without the prior approval of the
Board of Directors and shall receive such salary and other benefits and shall
serve on such terms as may be recommended annually by the Board of Directors.
All official notices or other correspondence intended for USA
Baseball, its Board of Directors, officers or committees, may be addressed in
care of the Executive Director who will be responsible for proper attention
The Executive Director, in consultation with the Board of Directors, shall have the power to
appoint the following committees in any or all of the following areas:
Constitution and By-Laws/ Legal Affairs
National Teams (Collegiate, Junior, Youth)
Personnel/Compensation and Benefits
Nominating and Governing
Medical and Safety Advisory
Facility Planning and Operations
Doping Control Committee
The Executive Director, in consultation with the Board of Directors,
shall have the power to appoint such other special committees as may be deemed
necessary, and to prescribe the respective duties and privileges of such
ARTICLE XII: FINANCIAL AUTHORITY AND
The Board of Directors shall have the right to delegate to the
Executive Director the authority to solicit, collect, and disburse funds for
the support of the activities of USA Baseball and for financing participation
of the United States
in international baseball competitions.
All officers, directors, and committee members of USA Baseball shall
act and serve without compensation, except as otherwise specifically provided
in the Constitution and By-Laws.
No individual officer, director or committee member of USA Baseball
shall be personally liable for any debt or other obligation incurred in the
name of USA Baseball or any of its committees pursuant to authority granted
directly or indirectly by the Board of Directors. The Board of Directors shall adopt a standard
form of contract restricting recourse for payment to the assets of USA
Baseball, and the Executive Director shall include said form of contract in all
agreements to which USA Baseball is a party.