This organization shall be known as the Lakeville Baseball Association, Inc.

Section 1.  The objective of the Lakeville Baseball Association is to provide supervised recreational and competitive baseball programs for the children of the community and to instill in them the principles of sportsmanship, honesty, loyalty, courage, and respect for others. All Officers, Directors and Members shall bear in mind that the attainment of exceptional athletic skill or the winning of games is secondary.  The Lakeville Baseball Association recognizes that the molding of future citizens and having fun are of primary importance

Section 2.  The Lakeville Baseball Association shall operate exclusively as a non-profit educational program of recreational and competitive baseball in accordance with Section 501-(c)-(3) of the Federal Internal Revenue Code.  No earnings shall benefit any Officer, Director or Member of the Lakeville Baseball Association.

Section 1.  Anyone sincerely interested in active participation to effect the objectives of the Lakeville Baseball Association may become a member.  Membership shall be valid from the first day of September to the last day of August.

a)  Player Members.  Membership is open to all children, ages 4-18  who reside within the City of Lakeville or within the boundaries of Independent School District 194.

b) Regular Members.  Any person who resides within the City of Lakeville or within the boundaries of Independent School District 194. and is actively interested in furthering the objectives of the Lakeville Baseball Association may become a regular member

c)  Boundary Designation.  Players and Regular members will be designated North, South, or Other,  based on residence in the high school attendance area in effect at the time. Where programs are divided, player members may only participate in programs in their boundary designation. Program directors may still create blended teams.  Regular members and player members who reside in neither boundary designation, but are otherwise eligible members, must apply for an exception.  The board will assign a designation.

d) Eligibility Exceptions.  The Board of Directors may by a simple majority of those present at any duly constituted meeting, make exceptions to the eligibility requirements of the Player or Regular Member classification.

Section 2.  Suspension or Termination.  Membership may be terminated by resignation or by action of the Board of Directors.

 a) The Board of Directors, by a two-thirds vote of those present at any duly constituted meeting, shall have the authority to discipline, suspend or terminate the membership of any Member when the conduct of such person is considered detrimental to the best interests of the Lakeville Baseball Association.

     The Member involved shall be notified of such meeting, informed of the general nature of the charges and given the opportunity to appear at the meeting to answer such charges.

b) The Board of Directors shall, in the case of a Player Member, give notice to the Coach of the team of which the player is a member of any suspension or revocation of such player's rights to future participation as a player on a Lakeville Baseball Association team.  A Player Member may have playing rights suspended for up to 30 days or revoked for the remainder of the season.  If the playing rights are revoked, the Player Member may seek reinstatement the following season.  Playing rights may be suspended or revoked for behavior by the Player Member that violates the Lakeville Baseball Association's principles of sportsmanship, honesty, loyalty, and respect for others.  The Lakeville Baseball Associatin may also suspend or revoke a Player Member's playing rights if allowing the Player Member to continue playing is considered detrimental to the best interests of the Lakeville Baseball Association, its members and opponents.  Any suspension or revocation must comply with applicable human rights laws.

Section 1.  A reasonable participation fee for Player Members shall be set each year by the Board of Directors and the Program Director for each program to assure the operational continuity of the Lakeville Baseball Association. 

a)  At no time shall payment of any fee be a prerequisite for participation in the Lakeville Baseball program. The Commissioner may waive the registration fee for any player with a demonstrable financial hardship.

b)  An additional late fee may be required for any registration submitted after the normal registration period.  The Board of Directors shall set the late fee at the time the participation fee is set. The Board of Directors will set such fee in an amount to encourage timely registration rather than discourage a late registration.

c) The player fees must be equal in the North and South Programs. Any exception must be approved by the Board of Directors by a 100%  vote of those present at any duly constituted meeting.

Section 1.  Annual Meeting.  The annual meeting of the Members of the Lakeville Baseball Association shall be held at the regular September meeting each year for the purpose of electing a Board of Directors, receiving reports, and for the transaction of such business as may properly come before the meeting.

Section 2.  Notice of Meetings.  Notice of each meeting of the Lakeville Baseball Association shall be published, if possible, at least five days prior to the date of such meeting in a newspaper of general circulation in the area or on the Lakeville Baseball website. Notice of each meeting, not a special meeting, shall also be mailed or electronically sent to each member of the Board of Directors.  The notice must set forth the place, time and purpose of the meeting.  The proposed agenda of the meeting shall accompany all notices. Nothing shall prohibit the Members of the Association from transacting any order of business at any regular meeting.

Section 3.  Special Meetings.  Special meetings of the Board of Directors may be called by three members of the Board of Directors or the Commissioner at their discretion.  No business other than that specified shall be transacted at any special meeting of the Board. 

Section 4.  Quorum.  The presence in person or by proxy of one-half of the Board of Directors shall be necessary for a quorum.  In the event that a quorum is not attained for two consecutive meetings, the Commissioner shall institute an emergency quorum beginning at the second meeting and continuing until a regular quorum is achieved.  An emergency quorum shall consist of the number of Directors present; but in no case may business be conducted with less than one-third of the Board of Directors.

Section 5.  Voting.  Each regular Member shall have one vote in the election of Officers and Program Directors.  Player Members shall not possess any voting rights.

Section 6.  Proxies.  Each Officer and Program Director shall be entitled to one vote in person or by proxy. All proxies must be in written form and may be withdrawn at any time..

Section 7.  Rules of Order.  Robert's Rules of Order shall govern the proceedings of all meetings, except where same conflicts with the by-laws of the Lakeville Baseball Association.

Section 1.  Board and Number.  The management of the property and affairs of the Lakeville Baseball Association shall be vested in the Board of Directors.  The number of Directors shall be not less than nine (9) nor more than fifteen (15). The Directors shall upon election immediately enter upon the performance of their duties and shall continue in office until their successors shall have been duly elected and qualified.

Section 2.  Board of Directors.  The Board of Directors of the Lakeville Baseball Association shall consist of Officers and Program Directors.  It is the duty of the Board of Directors to attend all Board meetings.  The various programs will be headed up by the Program Director. 

a)  Officers.  The Officers of the Lakeville Baseball Association shall consist of: Commissioner  and Directors of: Finance, Information, Operations, Coach & Player Development, and Fundraising.

b) Program Directors.  For each program, there will be one program director serving on the Board of Directors.  Lakeville South, Lakeville North and House will each have one program director. Each program consists of the Program Director, committee members and coordinators. Committee member and coordinators for the Programs must be approved by the Executive Board by a majority vote of those present at any duly constituted meeting.

c) Coordinators.  Each program or function may have other coordinators (i.e. equipment coordinator), if necessary.

Section 3.  Term of Office.  The term of office for Officers and Program Directors of the Lakeville Baseball Association shall be two consecutive years.  No person shall be permitted to hold more than one Board of Directors position.

Section 4.  Elections.  The positions of Commissioner, Director of Fundraising & Sponsorship, Director of North Baseball, Director of South Baseball and Director of House Baseball will be elected by the membership of LBA in even numbered years.

The positions of Director of Finance, Director of Operations, Director of Coach & Player Development and Director of Information will be elected by the membership of LBA in odd number years.

a)  Elections shall take place at the annual meeting.  All elections of Board of Director positions shall be by majority vote of all members present at the time of the meeting.

b)  No Director shall be eligible for re-election to the Board of Directors unless such Director has attended a minimum of fifty (50) percent of the meetings of the Board of Directors held within the preceding twelve (12) months of the election unless an exception is granted by the Board of Directors.

c)  Nomination for Commissioner must come from a current Board of Directors member.

d) Candidates for the North and South Program Director Positions must be from the boundary designation that they will serve. Regular members may only vote for the Program director in their boundary designation.

e)  A board member may run for another position. Should the member not be elected, he would retain his current position for the balance of it’s term.

Section 5. Removal from office. The Board by two thirds majority vote at any duly constituted meeting, may remove from office any Officer or Director when the conduct of such person is considered detrimental to the best interests of the Lakeville Baseball Association.  Circumstances which can lead to a vote for removal include, but are not limited to:

a.      Any board member that is convicted of any type of sexual or violent crime involving children.

b.      Any board member that is willfully disregarding the bylaws and rules of the association.

c.      Any board member that has not attended at least 50% of the regularly scheduled board meetings after 50% of the election year. 

d.      Any board member that refuses to perform the duties of their position as they are described herein the bylaws.

The Officer or Director involved shall be notified of such meeting, informed of the general nature of the charges and given the opportunity to appear at the meeting to answer such charges.

Section 6.  Filling of Vacancies. In the event that a Board member resigns, is removed, is unable or unwilling to carry out the duties of their position, or is elected to another position on the Board, the Board of Directors may replace such member by a majority vote at any duly constituted meeting. The newly elected member shall complete the term of office of the replaced member.

Section 7. – INDEMNIFICATION To the full extent permitted by Minnesota Statutes, Section 317A.257, as amended from time to time, or by other provisions of law, each person who has or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or preceding, wherever and by whomsoever brought (including any such proceeding, by or in the right of this corporation), whether civil, criminal, administrative, or investigative, by reason of the fact that he/she is or was a director or officer of this corporation, shall be indemnified by this corporation against expenses, including attorney’s fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding. The indemnification provided by this section shall insure to the benefit of the heirs, executors, and administrators of such person and shall apply whether or not the claim against such person arises out of matters occurring before the adoption of this section. This section shall not apply to such persons who have committed intentional harmful acts against this association.

Section 1.  Commissioner.  The Commissioner shall:

a)         Preside over all meetings of the Board of Directors.

b)         Conduct the affairs of the Lakeville Baseball Association and execute the policies established by the Board of Directors.

c)         Present a report of the condition of the Lakeville Baseball Association at its annual meeting.

d)         Communicate to the Board of Directors, such matters as deemed appropriate, and make such suggestions as may tend to promote the welfare of the Lakeville Baseball Association.

e)         Delegates complaints, irregularities, and conditions detrimental to the Lakeville Baseball Association to the Grievance Committee.

f)          Examine the application and supporting proof-of-age documents of every player candidate that may be questioned and certify to residence and age eligibility before the player may be accepted for tryouts and selection.

g)         Execute all bonds, mortgages, loans and other contracts approved by the Board of Directors.

h)         Recruit and establish a “Secretary”  to keep the minutes of the meetings of the Board of Directors, and cause them to be recorded in a book kept for that purpose.

I)          Give notice to the Board of Directors of all meetings of the Lakeville Baseball Association and the agenda for such meetings.

j)          Must be nominated by a current member of the Executive Board.

k)         In the absence of the Commissioner, the Officer having served the most time on the Executive Board, shall assume responsibilities. Officers are described in Art VI, Section 2, paragraph a.

Section 2.  Information Director.  The Information Director shall:

a)         Be responsible for recording the activities of the Lakeville Baseball Association and maintain appropriate files, mailing lists, and necessary records.

b)         Prepare and receive all correspondence and other written tasks on behalf of the Commissioner, Board of Directors and the Lakeville Baseball Association. 

c)         Keep the LBA Website – lakevillebaseball.org -- up-to-date and respond to all inquiries made to the web site (Web Development coordinator).

d)         Publicize Lakeville Baseball events (elections, registration, tryouts, opening day, picture day), tournaments (house, traveling and AAU), and other relevant activities for the members of the Lakeville Baseball Association.

e)         Recruit and establish a committee of coordinators to include, but not limited to, a website coordinator, volunteer coordinator,  and a master calendar coordinator.

f)          Meet regularly with the above committee to coordinate activities, discuss proposals to bring to the Executive Board and to monitor all information and communication activities.

g)         Work with all LBA Board Members to achieve program’s goals and objectives.

Section 3.  Finance Director.  The Finance Director shall:

a)         Perform such duties as are herein specifically set forth and other duties as are customarily incident to the Office of Finance Director or may be assigned by the Board of Directors.

b)         Receive all money and securities, and deposit same in a depository approved by the Board of Directors.

c)         Prepare an annual financial report for submission to the Board of Directors within the first quarter of the fiscal year.

d)         Prepare an annual budget for submission to the Board of Directors within the first quarter of the fiscal year.

e)         Keep records for the receipt and disbursement of all money and securities of the Lakeville Baseball Association, and approve all payments from allotted funds and draw checks thereon.

f)          Submit financial statements at each monthly meeting of the Board of Directors.

g)         Sign LBA checks.  Sign with Commissioner if check amount is above $5,000 and/or if check is written to LBA Finance Director or family members for any reimbursements. 

h)         Ensure insurance is paid and current.

i)          Recruit and establish a committee of coordinators to include, but not limited to, a registration coordinator and a finance coordinator to administer the registration process and conduct ongoing financial reporting duties.

j)          Meet regularly with the above committee to coordinate activities, discuss proposals to bring to the Executive Board and to monitor all financial activities.

k)         Work with all LBA Board Members to achieve the program’s goals and objectives.

l)           Responsible for P.O. Box mail collection.

m)         Responsible for recording and retaining records for 1099's and reporting of information to accounting firm.

n)          Send financial information to accounting firm after year-end as they prepare returns, audit financial statements and prepare Attorney General Report if gross receipts are above threshold.

o)          Reconcile and monitor bank accounts.

p)          Retain loan records and ensure yearly payment is made.

r)           Prepare sales tax returns and pay any applicable sales tax.

s)           Assist with the administistration of donations

Section 4.  Fundraising & Sponsorship Director.  The Fundraising & Sponsorship Director shall:

a)         Coordinate activities that provide funds for the Lakeville Baseball program, outside of the registration fees.

b)         Ensure that sponsoring organizations and funds solicitation meet the criteria set forth in Article IX of the by-laws.

c)         Work with the Finance Director to ensure a full accounting is made of all money received and disbursed as part of the fund raising effort.

d)         Provide adequate recognition to sponsoring organizations and for outstanding individual fund raising efforts.

e)         Establish fund raising and sponsorship goals in an effort to contribute to keeping the registration fees at an acceptable level.

i)          Recruit and establish a committee of coordinators to include, but not limited to, a tournament coordinator, a sponsorship coordinator and a concessions coordinator to coordinate the fund raising process and coordinate all revenue generating tournaments and concessions activity.

j)          Meet regularly with the above committee to coordinate activities, discuss proposals to bring to the Executive Board and to monitor all fundraising and tournament activities.

f)          Work with all LBA Board Members to achieve program’s goals and objectives.

Section 5.  Operations Director.  The Operations Director shall:

a)         Act as single point of contact between Lakeville Parks and Recreation, Community Education and the various Lakeville Baseball programs to procure Lakeville baseball fields for practices, games and tournaments.

b)         Provide schedule of facilities and baseball fields for all programs. Insure that field availability is divided fair and equitably between the North and South Programs.

c)         Provide information to all requesters of facilities on proper use and care of facilities. Insure requesters are aware of Community Education and School facility use requirements.

d)         Provide input to Lakeville Parks & Rec on the construction and maintenance of baseball fields. Insure new fields meet the requirements of the Lakeville Baseball program.

e)         Procure and cause to be repaired all Association equipment.

f)          Maintain equipment inventories for all Lakeville Baseball activities.

g)         Disperse all equipment at the beginning of the season and receive all returned equipment at season's end and ensure its proper storage.

h)         Disperse equipment as needed during the season to Directors and Coaches.

i)          Present equipment price quotes to the Board of Directors for approval prior to purchase or commitment to purchase.

j)          Receive approval for all wording and/or logos that are applied to Association uniforms.

k)         Recruit and establish a committee of coordinators to include, but not limited to, an equipment coordinator, a fields and facilities coordinator and a city liaison to coordinate the procurement of equipment and fields/facilities for the benefit of the members of LBA.

l)          Meet regularly with the above committee to coordinate activities, discuss proposals to bring to the Executive Board and to monitor all equipment procurement and fields/facilities use by LBA members.

m)                    Work with all LBA Board Members to achieve program’s goals and objectives.

Section 6.  Coach & Player Development Director. The Coach & Player Development  Director shall:

a)         Develop Coaches Notebook containing skills development, drills, and games.

b)         Develop objectives for player competencies at each level for all programs.

c)         Develop guidelines for mix of games vs. practices at each level of the House Program.

d)         Develop and coordinate coaches clinics for all programs and all program levels.

e)         Develop and coordinate player clinics for all programs and all program levels.

f)          Work with the Program Directors to recruit and train coaches at various age levels. Coaches should be put through a screening process.

g)         Work with the Finance Director to develop a budget and procure funding for coaches notebooks, clinics, and equipment.

h)         Work with all LBA Board Members to achieve the Program’s goals and objectives.

Section 7.  Lakeville South Program Director.  The Lakeville South Program Director shall:

a)         Coordinate all activities related to the South Traveling teams from ages 10-13 and also the South Senior Youth teams from ages 14 and up.

b)         Present a comprehensive handbook of rules and policies to the Executive Board for the South Traveling Program prior to the scheduled December Executive Board meeting.

c)         Present a comprehensive handbook of rules and policies to the Executive Board for the South Senior Youth Program prior to the scheduled February Executive Board meeting.

d)         Recruit and establish a committee of South LBA Members which will include a South Travel Coordinator, South Senior Youth Coordinator, age 10-13 level directors and any other LBA members which will work towards formulating the policies and procedures of the Traveling and Senior Youth Handbooks.

e)         Conduct regular meetings with the above committee members for the purposes of coordinating activities, discussing proposals to bring to the Executive Board and implement strategies to further the development of the players in the program.

f)          Coordinate all tryout and team establishment activities including, but not limited to, selecting knowledgeable and impartial evaluators, establishing coach selection criteria and guidelines, establishing a coach interview committee, overseeing the team selection process, communicating with LBA members and any other activities required in order to establish and implement a fair and thorough team selection process.

g)         Communicate regularly with the Lakeville South Senior High Coaching Staff.

h)         Attend Committee Meetings and Executive Board Meetings.

Section 8.  Lakeville North Program Director.  The Lakeville North Program Director shall:

a)         Coordinate all activities related to the North Traveling teams from ages 10-13 and also the North Senior Youth teams from ages 14 and up.

b)         Present a comprehensive handbook of rules and policies to the Executive Board for the North Traveling Program prior to the scheduled December Executive Board meeting.

c)         Present a comprehensive handbook of rules and policies to the Executive Board for the North Senior North Program prior to the scheduled February Executive Board meeting.

d)         Recruit and establish a committee of North LBA Members which will include a North Travel Coordinator, North Senior Youth Coordinator, age 10-13 level directors and any other LBA members which will work towards formulating the policies and procedures of    the Traveling and Senior Youth Handbooks.

e)         Conduct regular meetings with the above committee members for the purposes of coordinating activities, discussing proposals to bring to the Executive Board and implement strategies to further the development of the players in the program.

f)          Coordinate all tryout and team establishment activities including, but not limited to, selecting knowledgeable and impartial evaluators, establishing coach selection criteria and guidelines, establishing a coach interview committee, overseeing the team selection process, communicating with LBA members and any other activities required in order to establish and implement a fair and thorough team selection process.

g)         Communicate regularly with the Lakeville North Senior High Coaching Staff.

h)         Attend Committee Meetings and Executive Board Meetings.

Section 9.  Lakeville House Program Director.  The Lakeville House Program Director shall:

a)         Represent the interests of the House Baseball Program and the Fall Baseball Program.

b)         Attend Program Committee meetings and Board Meetings.

c)         Establish budget and make recommendations for player program costs to the Executive Board.

d)         Coordinate procurement of equipment with Director of Operations and Equipment Coordinator for the program.

e)         Establish guidelines for team rosters, coaches’ solicitation, practice game schedules, and playing field assignments.

f)          Work with Director of Coach and Player Development to implement developmental strategies for the players in the program.

g)         Act as a liaison between program level coordinators and the Board of Directors for concerns in their program.

h)         Supervise and enforce all Association rules of their program of responsibility.

i)          Work with all LBA Board Members to achieve the program’s goals and objectives.

J)         Recruit and establish a Committee of Level Directors, Fall Baseball Coordinator and any other LBA members which will work towards furthering the development of the LBA House Program immediately upon being elected.

K)        Conduct regular meetings with the above committee members for the purposes of coordinating activities, discussing proposals to bring to the Executive Board and implement strategies to further the development of the players in the House program.

l)          Work with all LBA Board Members to achieve the Program’s goals and objectives.

Section 1.  Coaches shall be appointed annually by the Program Directors and approved by the Board of Directors.  Coaches shall be responsible for their actions and the actions of their teams on the field.  Coaches may be removed for just cause by majority vote of the Board of Directors present at any duly constituted meeting.

Section 1.  The Board of Directors shall decide all matters pertaining to the finances of the Lakeville Baseball Association.

Section 2.  All sponsorship/fundraising income of the Lakeville Baseball Association shall be placed in a common Association treasury and the Board of Directors shall direct the expenditures in such a manner as will give no individual, team, or program in the case of the North and South Program, an advantage over those in competition with such individual, team, or Program.

Section 3.  The Board of Directors shall not permit the contribution of funds or property to individual teams or Programs, but shall solicit same for the Association, thereby discouraging favoritism among teams and Programs to endeavor to equalize the benefits of the Lakeville Baseball Association.

Section 4.  The Board of Directors shall not permit the solicitation of funds or property in the name of the Lakeville Baseball Association unless all of the funds are placed in the Association's treasury or all of the property becomes the sole possession of the Association.  Any solicitation of funds in the name of the Lakeville Baseball Association must receive prior approval by the Board of Directors by a majority of members present at any duly constituted meeting.

Section 5.  The Board of Directors shall not permit the disbursement of Association funds for other than the conduct of Lakeville Baseball Association activities, or for initiatives which further the growth of baseball within the community.

Section 6.  No Director, Officer or Member of the Lakeville Baseball Association shall receive, directly or indirectly, any salary or compensation from the Lakeville Baseball Association for services rendered as Director, Officer, or Member.  This section prohibits the children of any Director, Officer or Member from participating without having first paid the required fees unless a hardship has been shown to the Commissioner and a waiver has been granted.

Section 7.  All money received shall be deposited to the credit of the Lakeville Baseball Association in a depository designated by the Board of Directors.  All checks shall be signed either by the Lakeville Baseball Association Finance Director or such other Officer as the Board of Directors shall determine.  Any check written for an amount over $5,000 must be signed by the Finance Director and one other Officer.

Section 8.  The fiscal year of the Lakeville Baseball Association shall begin on the first day of January and shall end on the last day of December.

Section 9.  Upon dissolution of the Lakeville Baseball Association and after all outstanding debts and claims have been satisfied, the Board of Directors shall distribute the property of the Association to such other Organization or organizations maintaining an objective similar to that set forth herein. 

Section 10.  An annual audit of Lakeville Baseball Association accounts will be made by the Commissioner and one other Board of Directors member, not to include the Finance Director, or by an outside consultant appointed by the Board of Directors.

Section 1.  Members of the Lakeville Baseball Association are urged to take precautions to prevent circumstances which may lead to grievances or protests.  Members should attempt to resolve grievances informally at the Coaching Level.  When this method fails to resolve problems, grievances or protests shall be processed as hereinafter provided.

Step 1.  A formal grievances shall be submitted in a timely fashion to the Program Director of the appropriate program. The grievance shall be placed in writing setting forth the facts on which it is based, the provision or provisions allegedly violated, the individuals involved and the remedy requested.  The Program Director shall investigate the grievance or protest and inform the Member of the findings within ten (10) days.  A grievance not resolved in Step 1 may be appealed to Step 2 of the Grievance Procedure.

Step 2.  If appealed, the grievance shall be presented to the Commissioner of the Lakeville Baseball Association.  The Commissioner will place the grievance on the agenda of the next regularly scheduled Board meeting.  The grievance shall at that meeting be delegated to the Grievance Committee.  In the event no standing Grievance Committee has been established, the grievance will be heard by the Board of Directors.  The Grievance Committee or the Board of Directors may invite those individuals involved in the grievance or protest to be given an opportunity to address the grievance.

               The Grievance Committee or Board of Directors shall answer the grievance or protest within seven days and notify the grieving individual in writing, if not present at the Grievance Hearing.  It shall be the duty of the Information Director of the Association to reply to all grievances considered by the Grievance Committee or the Board of Directors.

Section 2.  No protest or grievance shall be considered on a decision involving an umpire's judgment.

Section 3.  The decision of the Grievance Committee or the Board of Directors shall be final and non-appealable.

Amendments to these by-laws may be proposed by any Officer or Director of the Lakeville Baseball Association and may be discussed at any regular or special Board meeting.

These by-laws may be amended, repealed or altered in whole or in part by a two-thirds vote of the Board of Directors at any duly constituted meeting provided notice of the proposed change is included in the notice of such meeting.

This agreement is subject to law. In the event that any provision of this agreement shall be held to be contrary to law by a court of competent jurisdiction from whose final judgment no appeal has been taken within the time provided, such provision shall be voided. All other provisions of this agreement shall continue in full force and effect.