BYLAWS OF THE MIRACLE LEAGUE OF MARIETTA

Article I

General

            Section 1.  Applicability.  These Bylaws provide for the governance of the

The Miracle League of Marietta, a Georgia Corporation.

            Section 2.         Name.  The name of the corporation is The Miracle League of Marietta.  (hereinafter sometimes referred to as “The Miracle League.”)

            Section 3.         Purpose.  The Purpose of the Miracle League of Marietta is to solicit, Manage and distribute financial and other contributions or the construction and operation of baseball facilities for physically or mentally challenged children.

            Section 4.         Fiscal Year.  The fiscal year, unless changed by the Board shall be January 1 through December31.

Article II

Governance and Accountability

            Section1.          Board of Directors.  The Board, as defined in Article III, shall be responsible for the overall operations, activities and financial accountability for the Miracle League of Marietta.

            Section 2.         Officers.  The Officers of the Board, as defined in Article IV, shall be responsible for the day-to-day operations and activities of the Miracle League, for appointing and managing the committees, and for carrying out the financial policies and procedures.

            Section 3.         Committees.  The President and/or Board may form Standing Committees, Task Forces and/or other Committees of the Membership to carry out the functions needed by the Miracle League.

            Section 4.         Fiscal Policies and Procedures.  The Board shall adopt and follow a set of policies and procedures related to the handling of finances for the Miracle League.  At a minimum, these will define the process for approving budgets, expending funds and reporting.

January 2008

Article III

Board of Directors

            Section 1.         Composition.  The Board shall be composed of a minimum of five (5) members but not more than thirteen (13).  (See attached Miracle League Board Members and Responsibilities.)

            Section 2.         Term of Office.  The Board shall serve two fiscal years and may be re-appointed with no limit.

            Section 3.         Meetings.  The Board shall meet at least four times a year at a time to be determined by the President.  Other regular meetings may be held as needed and scheduled by the President.  The President, or in his/her absence, a Vice President or other person appointed by the President, shall preside at the meetings.

            Section 4.         Removal.  A Board member may be removed for any or no cause by a two-thirds majority vote of the entire Board.  Upon removal, that vacancy shall be filled by the original appointing organization.

Article IV

Officers

            Section 1.         Designation.  The officers of the Miracle League shall be, at a minimum, a President, Secretary and Treasurer.  The Secretary and Treasurer may be the same person if necessary and appropriate.  Officers may also include one or more Vice-Presidents as deemed necessary and appointed by the Board.

(See attached Miracle League Board Members and Responsibilities.)

            Section 2.         Election.  The officers shall be elected by a simple majority of the Board.  Elections will be held annually prior to the end of the fiscal year.

            Section 3.         Term of Office.  The officers will serve for the current fiscal year and may be re-elected without any limit.

            Section 4.         Duties.  Duties of the Officers are as follows:

A.     President.  The President shall preside at all meetings of the Miracle League and the Board of Directors.  The President shall have all the general powers and duties which are incident to the office of the President of a corporation under the Georgia  Nonprofit Corporation Code, including, but not limited to, the power to appoint committees from time to time as he may, in his discretion or at the recommendation of the Board, decide is appropriate to assist in the conduct of the affairs of the Miracle League.

January 2008

B.     Vice President(s).  The Vice Presidents(s), if any, shall act in the President’s absence and shall have all powers, duties and responsibilities provided for the President when so acting.  In addition, they may have other specific duties as directed by the President or the Board.

C.     Secretary.  The Secretary shall keep this minutes of all meetings of the Miracle league and of the Board of Directors and shall have charge of such books and papers as the Board may direct and shall, in general, perform all duties incident to the office of a secretary of a corporation organized in accordance with Georgia law.

D.     Treasurer.  The Treasurer shall have the responsibility for the Funds financial resources, for keeping accurate financial records and books of account showing all receipts and disbursements, for preparing or having prepared all required budgets, financial statements and tax returns, and for the deposit of all monies and other valuable effects in the name of the Miracle League.

Section 5.         Removal.  An officer may be removed from office for any cause or no cause by a two-thirds majority vote of the Board.  Upon removal, the vacancy may be filled by a simple majority vote of the Board.

Article V

Miscellaneous

Section 1.         Amendments.  These Bylaws may be amended by a two-thirds majority of the Board.

Section 2.         Books and Records.  All Board members shall be entitled to inspect all books and records of the Miracle League of Marietta and current copies of these Bylaws.

January 2008