The undersigned, being the incorporators) of the Corporation hereby consents) to the action taken, as hereafter stated, in lieu of the organization meeting:

A copy of the certificate of incorporation together with the receipt issued by the Department of State showing the date and payment of the filing fee for the original certificate of incorporation was appended to this statement.

By-laws regulating the conduct and the affairs of the Corporation, as prepared by WINEBURG, WEINSTEIN, CANNUCCIAI & SCOLAU, counsel for the Corporation were adopted and ordered appended thereto.

The following person(s) were appointed Directors) of the Corporation:
ROBERT SACCO
BERNIE CAMPBELL
THOMAS BREFKA

The principal office of the Corporation was fixed at:
P. O. BOX 150
EAST SYRACUSE, NY 13057

Dated:
SEPTEMBER 10, 1984

The undersigned accept their appointment as Directors:
ROBERT SACCO
BERNIE CAMPBELL
THOMAS BREFKA
The following are appended to this consent.
Copy of the certificate of incorporation
Receipt of the Department of State By-laws
Organization Consent

The undersigned, Incorporator named in the Certificate of Incorporation for EAST SYRACUSE BASEBALL ASSOCIATION, INC. hereby tenders her resignation as Incorporator of said Corporation, and transfers her rights, title and interest of said Corporation to the membership of the Corporation, effective at the opening meeting of Members and/or Directors held this _________ day of _________, 1984.

DATED:
Carol O'Brien, Incorporator

Certification of Incorporation of East Syracuse Baseball Association, Inc.

IT IS HEREBY CERTIFIED THAT:
1) The name of the proposed Corporation is:
EAST SYRACUSE MINOA LITTLE LEAGUE
2) The Corporation is a Corporation as defined in subparagraph (a) (5) of Section 102; the Corporation is a Type A Corporation.
3) The purpose or purposes for which this Corporation is formed are as follows, to wit:
- To promote and encourage athletics, physical exercise, and sportsmanship, as well as to enhance the moral character and physical health of young boys and girls through organized competition. To participate in sporting programs and to sponsor and enter participants and teams in athletic events and contest.
- To raise funds and to promote activities such as are necessary to raise funds which may be used for the purchase and acquisition of athletic equipment, athletic sites, and the sponsoring of athletic events.
- To buy, sell, rent, lease, own or operate real property.
- In general to do any and all acts and things and to exercise any and all powers which it may now or hereafter be lawful for the Corporation to do or exercise under the pursuant to the Laws of the State of New York for the purpose of accomplishing
any of the purposes of the Corporation, but not for pecuniary profit or financial gain of its Members, Directors, or Officers.
- Nothing contained in this certificate shall authorize or empower the Corporation to perform or engage in any act or practice prohibited by General BusinessLaw, Section 340 or any other antimonopoly statute of the State of New York.
- In furtherance of its Corporation purposes, the Corporation shall have all general powers enumerated in Section 202 of the Not-For-Profit Corporation Law, together with the powers to solicit grants and contributions for corporate purposes.
4) Not with standing any other provision of these articles, the Corporation is organized exclusively for one or more of the purposes as specified in Section 501 (c) (7) of the Internal Revenue Code of 1954, and shall not carry on any activities not permitted to be carried on by a Corporation exempt from Federal income tax under Internal Revenue Code Section 501 (c) (7) or corresponding provisions of any subsequent Federal tax laws.
No part of the net earnings of the Corporation shall inure to the benefit of any Member, Trustee, Director, Officer of the Corporation or any private individual (except that reasonable compensation may be paid for services rendered to or for the Corporation), and no Member, Trustee, Officer of the Corporation or any private individual shall be entitled to share in the distribution of any of the Corporation assets on dissolution of the Corporation.
No substantial part of the activities of the Corporation shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Internal Revenue Code Section 501 (h)) or participating in or intervening in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.
In the event of dissolution, all of the remaining assets and property of the Corporation shall, after necessary expenses thereof, be distributed to another organization exempt under Internal Revenue Code Section 501 (c) (7), or corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
In any taxable year in which the Corporation is a private foundation as described in Internal Revenue Code Section 509 (a), the Corporation shall distribute its income for said period at such time and manner as not to subject it to tax under Internal Revenue Code Section 4942, and the Corporation shall not (A) engage in any act of self-dealing as defined in Internal Revenue Code Section 4941 (d), retain any excess business holdings as defined in Internal Revenue Code Section 4942 (c), (B) make any investments in such manner as to subject the Corporation to tax under Internal Revenue Code Section 4944, or (C) make any taxable expenditures as defined in Internal Revenue Code Section 4945 (d) or corresponding provisions of any subsequent Federal tax laws.
5) The office of the Corporation is to be located ni the Incorporated Village of East Syracuse, County of Onondaga, State of New York.
6) The territory in which its activities are principally to be conducted is the County of Onondaga.
7) The initial Directors of the Corporation until the first annual meeting are as follows:
Robert Sacco
219 Washburn Drive East Syracuse, New York
Thomas Brefka
219 Washburn Drive East Syracuse, New York
Bernard Campbell
211 North Highland Avenue East Syracuse, New York
8) The duration of the Corporation is perpetual.
9) The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against the Corporation served upon him/her is as follows:
Thomas Brefka
219 Washburn Avenue East Syracuse, New York
The undersigned incorporator is of the age of eighteen years or over. NI WITNESS WHEREOF, this certificate has been subscribed this 5th day of June, 1984, by the undersigned who affirms that the statements made herein are true under the penalties of perjury.

Carol O'Brien
500 Central Avenue, Albany, New York 12206


 COMBINED
FIRST MEETING of the MEMBERS FIRST MEETING of DIRECTORS Of
EASTSYRACUSE BASEBALL ASSOCIATION, INCORPORATED
The combined first meeting of Members and Directors of the Corporation was held at VILLAGE COURT ROOM on SEPTEMBER 10, 1984 at 8:00 P.M.
The following Members were present:
being all of the Members of the Corporation and a quorum. The following Directors were present:
being all of the Directors of the Corporation and a quorum.
was elected temporary Chairman and
was elected temporary Secretary.
The Chairman reported that the incorporators) took the following action:
• • •
Adopted by-laws regulating the conduct and affairs ofthe Corporation.
Appointed Directors of the Corporation.
Fixed the principal office of the Corporation at the VILLAGE OF EAST SYRACUSE.
The Chairman circulated a copy of the Consent To Action Taken In Lieu of Organization Meeting executed by the incorporators) and upon motion duly made, seconded and carried, ti was
RESOLVED, that the actions taken by the incorporators) as set forth ni the Consent to Action Taken In Lieu of Organization Meeting is hereby approved, ratified and in all respects confirmed.
The Chairman stated that the election of Officers ofthe Corporation was now in order. The following persons were nominated:
President Vice-President Secretary Treasurer
PETER BREGARD BERNARD CAMPBELL JACK DOOLING ROBERT SACCO

 A vote of Directors was taken and the nominees were elected Officers of the Corporation.
The President and Secretary thereupon assumed their respective offices in place and stead of the temporary Chairman and the temporary Secretary.
Upon motion duly made, seconded and carried, it was
RESOLVED that the seal now presented at this meeting, an impression ofwhich is directed to be made in the margin
of the minute book, be and the same hereby is adopted as the seal of this Corporation and further
RESOLVED that the President and Treasurer be and they hereby are authorized to issue certificates for Members in the form as submitted to this meeting and appended to the minutes of this meeting and further
RESOLVED that the corporate record book and membership roll book now presented at this meeting be and the same hereby is adopted as the corporate record book and membership roll book of the Corporation.
Upon motion duly made, seconded and carried, it was
RESOLVED that the Treasurer be and hereby is authorized to open a bank account in behalf of
the Corporation with located at ESM-NS (CORE), EAST SYRACUSE, NEW YORK and a resolution for that purpose on the printed form of said bank was adopted and was ordered appended to the minutes of this meeting.
On motion duly made, seconded and carried, it was
RESOLVED, that the signing of these minutes by the Directors and Members shall constitute full ratification thereof and waiver of notice of the meeting by the signatories.
There being no further business before the meeting, on motion duly made, seconded and carried, it was, adjourned.
Dated
member member member
secretary
chairman
director

 member
director
member
The following are appended to these minutes: Resolution designating depository funds.
director

 BY-LAWS
Of
EAST SYRACUSEBASEBALLASSOCIATION,INCORPORATED ARTICLEI - OFFICES
The principal office of the Corporation shall be in the VILLAGE of EAST SYRACUSE, County
of ONONDAGA, State of NEW YORK. The Corporation may also have offices at such other places within or without this state as the Board may from time to time determine or the business of the Corporation may require.
ARTICLEI I- PURPOSES
The purposes for which this Corporation has been organized are as follows:
The purpose or purposes for which this Corporation is formed are as follows, to wit:
To promote and encourage athletics, physical exercise, and sportsmanship, as well as to enchange the moral character and physical health of young boys and girls through organized competition.
To participate in sporting programs and to sponsor and enter participants and teams in athletic events and contest.
To raise funds and to promoteactivities such as are necessaryt o raise funds which may be used for the purchase and acquisition of athletic equipment, athletic sites, and the sponsoring of athletic events.
To buy, sell, rent, lease, own or operate real property.
In general to do any and all acts and things to exercise any and all powers which it may now or hereafter be lawful for the Corporation to do or exercise under and pursuant to the laws of the State
of New York for the purpose of accomplishing any of the purposes of the Corporation, but not for pecuniary profit or financial gain of its Members, Directors, or Officers.
Nothing contained in this certificate shall authorize or empower the Corporation to perform or engage in any act or practice prohibited by General Business Law, Section 340 or any other antimonopoly statute ofthe State of New York.
In furtherance of its corporate purposes, the Corporation shall have all general powers enumerated in Section 202 of the NotFor-Profit Corporation Law, together with the powers to solicit grants and contributions for corporate purposes.

 
 
 The Corporation shall be managed by the Board of Directors which shall consist of not less than three Directors. Each Director shall be at least nineteen years of age. The Directors duties and governing authority will supercede any previous governing body prior to incorporation.
2. ELECTION AND TERM OF DIRECTORS
At each annual meeting of Members the membership shall elect Directors to hold office until the next annual meeting. Each Director shall hold office until the expiration of the term for which he was
elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.
3. INCREASE OR DECREASE IN NUMBER OF DIRECTORS
The number of Directors may be increased or decreased by vote ofthe Members or by a vote of a maioritv of all of the Directors. No decrease in number of Directors shall shorten the term of any incumbent Director.
NEWLY CREATED DIRECTORHSIPS AND VACANCIES
Newly created Directorships resulting from an increase in the number of Directors and
vacancies occurring in the Board for any reason except the removal of Directors without cause may be
filled by a vote of a majority of the Directors then in office, although less than a quorum exists, unless otherwise provided in the certification of incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of the Members. ADirector elected to fill a vacancy cause by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.
REMOVAL OF DIRECTORS
Any or all of the Directors may be removed for cause by vote of the Members or by action of the Board. Directors may be removed without cause only by vote of the Members.
6. RESIGNATION
A Director mayresign at any time by giving written notice to the Board, the President or the Secretary ofthe Corporation. Unless otherwise specified ni the notice, the resignation shall take effect
upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the certificate ofincorporation, a majority of the entire Board shall constitute a quorum for the transaction ofbusiness or of any specified item of business.
4.
5.

 8. ACTION OF THE BOARD
Unless otherwise required by law, the vote of a majority of theDirectors present at the time of the vote, fi aquorum is present at such time, shall bethe act of the Board. Each Director present shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS
The Board may hold its meetings at the office of the Corporation or at such other places, either within or without the state, as it may from time to time determine.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the Board shall be held immediately following the annual meeting of Members at the place of such annual meeting of Members.
11. 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 rime determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days' notice to each Director either personally or by mail or by wire; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or whoattends themeeting without protesting
prior thereto or at its commencement, the lack ofnotice to him.
A majority ofthe Directors 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 Directors who were
absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.
CHAIRMAN
At al meetings of the Board the President, or ni his absence, a Chairman chosen by the Board shall preside.
13. EXECUTIVE AND OTHER COMMITTEES
The Board, by resolution adopted by a majority of the entire Board, may designate from among its Members an executive committee and other committees, each consisting of three or more Directors. Each such committee shall serve at the pleasure ofthe Board.
12.

 2.
3.
4.
5.
ARTICLEV - OFFICERS
1. OFFICES, ELECTION, TERM
Unless otherwise provided for ni the certificate of incorporation, the Board may elect or appoint a President, one of more Vice- Presidents, a Secretary and aTreasurer, and such other Officers as it may determine, who shall have such duties, powers and functions as hereinafter provided. Al Officers shall be elected or appointed to hold office until the meeting of the Board following the annual meeting of Members. Each Officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed and qualified.
PRESIDENT
The President shall be the chief executive Officer of the Corporation; he shall preside at all meetings of the Members and of the Board; he shall have the general management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect.
VICE-PRESIDENTS
During the absence or disability of the President, the Vice-President, or if there are more than one, the executive Vice-President, shall have all the powers and functions of the President. Each Vice- President shall perform such other duties as the Board shall prescribe.
TREASURER
The Treasurer shall have the care and custody of all the funds and securities of the Corporation, and shall deposit said funds in the name ofthe Corporation in such bank or trust company as the
Directors may elect; he shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation, when countersigned by the President; he shall also sign all
checks, drafts, notes, and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President; he shall at all reasonable times exhibit his books and accounts to any Director or Member of the Corporation upon application at the office of
the Corporation during ordinary business hours. At the end of each corporate year, he shall have an audit ofthe accounts ofthe Corporation made by a committee appointed by the President, and shall present such audit ni writing at the annual meeting of the Members, at which time he shall also present an annual report setting forth in full the financial conditions of the Corporation.
SECRETARY
The Secretary shall keep the minutes ofthe Board ofDirectors and alsothe minutes of the
Members. He shall have the custody of the seal of the Corporation and shall affix and attest the same to documents when duly authorized by the Board ofDirectors. He shall attend to the giving and serving of all notices of the Corporation, and shall have charge ofsuch books and papers as the Board of Directors may direct; he shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are Members of the Corporation, showing their places of residence and the time when they became Members.

 б. SURETIES AND BONDS
In case the Board shall so require, any Officer or agent of the Corporation shall execute to the Corporation a bond in such sum and with such surety or sureties as the Board may direct, conditioned
upon the faithful performance of his duties to theCorporation and including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come intohis hands.
AMENDMENTSARTICLE V- OFFICERS
1. As directed by Article IV section 3 and Article VIII the following amendment has been added. The Board of Directorsshall consist of the elected Officers of President, Vice-President Baseball, Vice-President Softball, Secretary, Treasurer, Uniform Manager and Equipment Managers of Baseball and Softball.
2. As directed by Article VIII the following amendment to section 3 Article V has been adopted. The President while presiding at the Director's meeting will not have a vote unless it is to break a
deadlock in thevoting. The President of the Corporation shall be elected for a one year term, but shall not be eligible for re-election for more than four consecutive terms. It is strongly suggested that the outgoing President act in the capacity of advisor to the Association for one year after the President's term is completed.
ARTICLE VI- SEAL
The seal of the Corporation shall be as follows:

 ARTICLEV I I- 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.
ARTICLEV I I I- AMENDMENTS
The by-laws may be adopted, amended or repealed by the Members at the time they are entitled
to vote in the election of Directors. By-laws may also be adopted, amended or repealed by the Board of
Directors but any by-law adopted, amended or repealed by the Board may be amended by the Members entitled to vote thereon as hereinbefore provided.
If any by-law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth ni the notice ofthe next meeting ofMembers for the election of Directors the by-law so adopted, amended or repealed, together with a concise statement of the changes
made.
ARTICLEI X- FINANCIALPOLICY
.1 The Board of Directors shall decide al matters pertaining to the finances of the Association, and it shall place all income in a common treasury, directing the expenditures of same in such a way that will give no team or individual an unfair advantage in equipment or uniforms. This regulation is to discourage favoritism among teams and to endeavor to equalize the benefits of the Association.
The following amendments to the constitution of the East Syracuse Baseball Association are proposed to the Members of the Association for voting at the 1993 Annual Membership Meeting:
Al revisions are in accordance with Article VIII as directed by the constitution and by-laws of the ESBA.
ARTICLE III- MEMBERSHIP
Section 1.4 Rename this paragraph as Section 1.4.a Section 1.4 (new)
In order to suspend any Member of the Association, a hearing must first be held by the Board of Directors and the involved parties. The hearing will be held in accordance with the guidelines outlined
ni Article III, Section, Paragraph 4a. If the party does not attend the hearing, they agree to abide with the decision ofthe Board of Directors.
Section 2
Change the date of the Annual Membership meeting from the 2nd Monday in July to the 2nd Monday of August.

 ARTICLEI V- DIRECTORS Section 2 Election and Terms of the Directors
Add: The fiscal year of the Corporation shall extend from October 1 to September 30. The terms ofALLOfficersandDirectors shall coincide with these dates.
This is necessary so that ESBA can maintain their Federal Exemption as a Not-for-Profit Corporation under the Group Exemption for Little LeagueBaseball, Inc.
ARTICLEV - OFFICERS
The Officers of the Association shall consist of thefollowing elected and appointed Officers:
The following positions shall be elected positions at the annual Membership Meeting:
President Vice-President - Vice-President -
Baseball Softball
Treasurer Secretary
Umpire-in-chief (new 1993) Director of Fundraising (new)
Director of Player Agents (new)
The following positions shall be appointed positions of the Board ofDirectors of the East Syracuse Baseball Association:
Uniform Manager Safety Director (new 1993) Baseball Equipment Manager Softball Equipment Manager
Volunteers for these positions will be presented and voted on by the Board of Directors. Thefollowing position shall be deleted from the Board of Directors effective 10/1/1993:
President of Women's Auxiliary
This is so that ESBA canremain in compliance with the Guidelines ofLittle League Baseball, Inc. This change will allow ESBA to retain its tax exempt status according toIRS regulation 501(c)(3) and Little League Baseball, Inc. by only having one organization that is responsible for the Finances of the organization.
Section 9 Safety Director
The Safety Director of theESBA wil haveduties to ensure that all coaches, managers, Directors, and umpires of the Association are aware of the benefits of good safety habits and practices. The Safety Director will ensure that each team from the Association has a First Aid kit. The Safety Director shall arrange for an annual Safety Meeting for al coaches, umpires and managers. The Safety Director shall have the authority to stop any game or practice session if coaches are observed first hand to be in
violation of the SAFETY Rules and Regulations that the Safety Director proposes for approval by the Board of Directors of the Association.

 Section 10 Director of Fundraising
TheDirector of Fundraising will be responsible for the raising of funds so that the Treasury of the Association will be financially sound. The Director ofFundraising will be responsible for the coordination of the following events which are the major Fund Raising activities for the Association:
Solicitation of Sponsors
Concession Stand
And any other activities that will bring funds into the treasury of the Association. All funds raised will be the responsibility of the Treasurer.
Section 1 Director of Player Agents
The Director of Player Agents wil act in accordance with al regulations as outlined in the Presidents manual of Little LeagueBaseball, Inc. The Director of Player Agents will have the responsibility to control the activities of each of the player agents at the following levels:
TBALL
AA - KID PITCH MAJOR BASEBALL JUNIORBASEBALL
A -COACH PITCH
AAA - MINOR BASEBALL SENIOR BASEBALL SOFTBALL
The Player Agent will be responsible for the tryouts and Draft of Players at each level of the playersin the Association. Al drafts of players will be in accordance with the Draft Rules and Regulations adopted by the current Board of Directors.
Section 12 Umpire in Chief(elected position)
The Umpire in Chief will be responsible forthe recruitment of qualified volunteers to act as umpires in
the Association. The UIC will schedule umpires for all levels of Baseball and Softball that require
umpires. The UIC will also provide an annual trading class for new and prospective umpires. It is recommended that all returning umpiresand coaches also attend the training to refresh their skills and interpretation of the rules.
Section 13 Umpire Coordinator
The Umpire Coordinator will be responsible for assisting in the scheduling and payment ofUmpires.
ARTICLEI X- FINANCIALPOLICY
Section 2 Fiscal Year
The fiscal year of the Association shall run from October 1 to September 30.

 Section 3 Responsibility of Treasury
The Treasurer of the Association shall be the sole person responsible for the disbursement of funds from the treasury of the Association.
Section 4 Expenditures that require approval
Al expenditure of the Association in excess of $250.00 shall be approved by a majority of the Board of Directors.
Section 5 Purchasing Guidelines
Al purchases by the Association in excess of$500.00 for any budget category throughout the fiscal year will be required to be bid by different vendors (the award of the bid will be to the low bidder providing that delivery can be made by the dates required and specified in the bid process). ARTICLE V- OFFICERS
Any Board Member who is removed from the Board with cause may not run for another elected or appointed position on the Board for a period of five (5) years. Amendment adopted 6/8/2010.