RULES AND REGULATIONS - REVISED January 1, 2013

This league was created to provide for men 18, 25, 35, 45 and 55 years old
and over an alternative to softball and enable us to play the game we all grew
up playing. Adult attitudes must always prevail, no matter how competitive any
league is. The responsibility that this ethic sustains will remain at the
responsibility of the individual league President and his officers and anyone who
abuses the league’s code can be suspended or expelled from the league. These
rules were established to serve as guidelines for all local league affiliates.

Index

1.

Uniforms, Helmets, Baseballs and Other Equipment Return to Index

1. 1.a

   All teams must have full baseball uniforms consisting of caps, numbered baseball jerseys, baseball pants, belt, sanitary socks and stirrups - each player’s uniform must be of similar design to his teammates uniforms. Teams having sponsorship will be allowed the sponsors name on their uniforms via patch or uniform shirt.

   1. a.1

      No player out of uniform will be allowed to play without the opposing manager’s consent.

   2. a.2

      All teams should have their uniforms by their first game. A grace period should be extended for newly activated players or for
      new teams to complete their uniforms.

2. 1.b

   All batters and runners must wear helmets with at least one earflap facing the pitcher for both at bats and on base. There is no option to this rule. Full double-ear flap helmets are encouraged for at bats and are encouraged for the bases. Catchers must wear a helmet underneath their mask. All base coaches must also wear helmets while on the field of play. The same rules will apply for all national tournament play.

3. 1.c

   All leagues are encouraged to use official MSBL baseballs. Each team should bring a minimum of 3 balls to each game. Only balls provided by the local league will be permitted.

4. 1.d

   Wood and metal bats are allowed and both will be permitted for all tournaments. For metal type bats, a maximum of minus three (-3) will be permitted.  No other metal bats except BBCOR Certified bats will be permitted.  No metal bats exceeding 36" in length and/or a 2 5/8" diameter are premitted.  Composite and metal-wood bats are permissible for Wood Bat only divisions.  Upon protest, the penalty for using an illegal bat will be an out for the violating player.

5. 1.e

   Metal cleats are permitted.

2.

Game Length, Run Rule and Rain-Outs Return to Index

1. 2.a

   All games are 9 innings -
   Re: darkness - 7 innings complete – umpires discretion
   Re: rain - 5 innings complete.
   All league playoff games must be played to completion either by league standards, being a (7) inning or (9) inning game. The umpire may suspend, cancel or call a game if, in their opinion, the safety of the players is compromised due to rain, darkness or time limits.

2. 2.b

   If there is a 15-run discrepancy at the end of 5 innings and the game has gone 2 hours and 30 minutes, the game can be ruled final at this point. This rule will not pertain in national and regional tournaments.

3. 2.c

   Any games rained out will not be re-scheduled by the league, but may be made up at any time not conflicting with previously scheduled games. All make-up games must be agreed to by both managers and league notification must take place. Rain out games must be made up in order of cancellations. Tie games can be played to completion at a later date, again with the agreement of both teams and league notification. Final league standings will be determined by won/lost percentage. Ties will be decided by head-to-head competition first, followed by inter-division won-lost record.

4. 2.d

   In the event of rain, it is the responsibility of the scheduled home team to notify the umpires and opposing team of field conditions and possible cancellation of game, at least 1 hour before scheduled game time. In the event such notification does not take place, the home team solely will be responsible for any travel fees imposed by the umpiring organization.

3.

Teams, Players and Lineups Return to Index

1. 3.a

   A player is eligible to participate in an official league sanctioned game on the dates of either their 25th/35th/45th/55th birthday or 18th birthday for MSBL and MABL respectively. Individual local leagues can use the cut-off date as the calendar year.

2. 3.b

   New Players: The league shall control the assignment to teams of all new players who have contacted the league in response to advertising or who have been referred to the league by any means. A player who has not played in any league game in either the current or previous year shall be regarded as a new player. A new player acquired by a team through that team’s own recruiting efforts shall be subject to the control of the team and not the league.

3. 3.c

   Team rosters must be submitted to the local league by opening day, including league and player fees, proof of date of birth, player waiver forms and team medical waiver form. Rosters may not be changed after the first league game unless:
   
   - The local league decides to extend dates for final rosters.

4. 3.d

   All players, prior to participating in a game, must have signed a waiver form on file with the league.

5. 3.e

   A team manager may bat as many players as he desires, with a minimum of 10 (subject to the number of players available, if less than 10). Batters cannot be deleted or skipped over, regardless of their batting position or when they were added during the game. If a team has only 9 (nine) players and therefore bats only 9, the opposing team will have the option of batting 9 as well. If a team has more than 9 players and still only bats nine, they will be assessed an out each time the 10th batting position is skipped. Batting only 9 players is NOT a protestable offense.

6. 3.f

   A manager may add batters to the bottom of the lineup at any time but if a batter is pinch hit or run for (except under courtesy runners as outlined in section 5), the player may not re-enter the game as a hitter but may remain in the game as a fielder or pitcher. Added players to the bottom of the lineup may be added as individual hitters or as A/B. Each team has a hitting and a defensive lineup that are independent of each other. Players may play in either lineup or both.

7. 3.g

   A team MAY declare at the time that lineups are exchanged prior to the start of play that any batting order position (i.e. 9, 10, 11, etc.) can be occupied by two (2) players in each such batting position. That is, 9A/9B, 10, 11A/11B, 12, etc. The first time that position 9 gets an at bat, 9A would hit and the next time this slot hits, 9B would be up. Then 9A hits the third time this spot in the order comes up, and so on, alternating between these two players throughout the game. Once a team declares the use of this A/B system, it must continue using it for the remainder of the game. Hitters in the A/B position may be pinch hit for, just as any other player.

8. 3.h

   All teams must announce all offensive additions, substitutions, and/or changes to the home plate umpire AND opposing team manager and/or scorekeeper. Only after this has been done will the added player be deemed a legal substitution.
   
   If a team fails to announce an offensive addition/change, the player will be called out as soon as he occupies the batter’s box and the lineup will revert back to the lineup in effect prior to the player entering the game. The unannounced player will not have officially entered the offensive lineup and is therefore still available offensively even though an out has been assessed.
   
   Example: Team A is batting 12 players and wishes to add a player to the bottom of the lineup (Player 13). Player 13 walks to the plate and is not announced to either the opposing team or home plate umpire. Once this player occupies his position in the batter’s box, the umpire will immediately call him out for an illegal substitution and it will then go back to the number 1 position in the lineup. Player 13 is still available to be added to the lineup legally.

9. 3.i

   If a player is forced to leave a game due to injury or ejection, a reserve player, not previously entered into the game as a hitter, must hit in the replaced hitter’s place. If there are no reserves who can replace the individual, the spot is skipped and all hitters below that position move up. The first time this vacated spot comes up in the batting order, an out will be assessed, after that one time, no out will be recorded for skipping the spot vacated by the displaced player.

10. 3.j

    A team must have 8 players for an official game and may borrow a player from an opposing team with the opposing manager’s consent or may borrow a player from another team, also with the opposing manager’s consent. If the team’s 9th player arrives after the start of the game, the borrowed player reverts back to his team.

11. 3.k

    All players may be substituted for defensively, at any time, without affecting the players offensive status in the line-up. If the pitcher is removed, he may re-enter to pitch only one time during the course of the game, but not in the same inning. The removed pitcher may play any other position after being removed or no position at all. The re-entering of a pitcher can only be done once a game.

12. 3.l

    No player may switch teams without the consent of both managers and the league president. If this does not meet with approval, the player must sit out one calendar year from competition, from the last date of his playing, or re-enter the league’s next draft, making himself available to any team for selection. In the event a team disbands during the season or at season’s conclusion, all players with 3 years seniority in the league will become automatic free agents and will be permitted to play for any desired team. Players not having 3 years in the league will re-enter the draft. If a player is not invited back by his manager, he must be given his release so that he may go to the team of his choosing or re-enter the draft. If a player is invited back to play and he desires not to play for his former team and cannot be successfully traded, he must sit out one entire year or re-enter the draft, making himself available to all teams.

13. 3.m

    In the event a player wishes to leave his existing team and form a new team, he may do so. No other player can be taken from the existing team without the consent of the existing team’s manager. No other players may be taken from any other team without the respective team manager’s approval.

14. 3.n

    Final team rosters must have no less than 12 players.

15. 3.o

    Last names must be used in the scorebook to allow for player identification for follow up inquiries that relate to playoff and national tournament participation requiring minimum playing requirements.

4.

Player's Behavior and Team Responsibility Return to Index

1. 4.a

   There will be no beer or alcoholic beverages permitted at the field before, during or after the game. The field refers to the general playing area and ancillary areas.

2. 4.b

   The league has the right to suspend or expel any team member who abuses league rules or who does not exhibit a sense of sportsmanship or who plays without regard to the safety of the umpires or other players.

3. 4.c

   An umpire has sole discretion to expel any player or manager from the game.

4. 4.d

   Fighting among players or aggressive physical contact with an umpire will not be tolerated and players expelled from the game for either violation will be subject to suspension or expulsion from the league.

5. 4.e

   The rules committee is concerned about possible unnecessary and violent collisions that may occur with the catcher at home plate, and with infielders at all bases. The intent of this rule is to encourage base runners and defensive players to avoid such collisions whenever possible.

   1. a.

      When there is a collision between a runner and a fielder who clearly is in possession of the ball, the umpire shall judge:

      1. (1)

         Whether the collision by the runner was avoidable (could the runner have reached the base without colliding) or unavoidable (the runner’s path to the base was blocked) or

      2. (2)

         Whether the runner actually was attempting to reach the base (plate) or attempting to dislodge the ball from the fielder.
         
         PENALTY—If the runner, a) could have avoided the collision and reached the base, or b) attempted to dislodge the ball, the runner shall be declared out even if the fielder loses possession of the ball. The ball is dead and all other base runners shall return to the last base touched at the time of the interference.

      3. (3)

         If the fielder blocks the path of the base runner to the base (plate), the runner may make contact or slide into, a fielder as long as the runner is making a legitimate attempt to reach the base or plate.

      4. (4)

         If the collision by the runner was flagrant, the runner shall be declared out and also ejected from the contest. The ball shall be declared dead.

   2. b.

      If the defensive player blocks the base (plate) or base line clearly without possession of the ball, obstruction shall be called. The runner is safe and an immediate dead ball shall be called.

      1. (1)

         If the base runner collides flagrantly, the runner shall be declared safe on the obstruction, but will be ejected from the contest. The ball is dead.

   3. c.

      Decoy Rule
      
      Any fielder may use a decoy only if it serves a strategic purpose. For example, if a fielder, who sees a man attempting to steal second base during a hit and run, looks upward into the sky and says that he’s got the pop-up when in fact the ball has been hit on ground is a legal decoy as it may cause the runner to retreat to first base and prevent him from advancing.
      
      However, if a fielder fakes a tag, forcing a player to slide, when there is no strategic purpose or apparent play, the runner will be ruled safe and all runners will advance one base.
      
      This is entirely an umpire judgment decision and not a rule that may be protested.

   4. d.

      Force Play Slide Rule
      
      The intent of the force-play-slide rule is to ensure the safety of the defensive player. This is a safety as well as an interference rule. Whether the defense could have completed the double play has no bearing on the applicability of this rule. This rule pertains to a force-play situation at any base, regardless of the number of outs.

      1. a.

         On any force play, the runner must slide on the ground and in a direct line between the two bases.
         
         Exception—A runner need not slide directly into a base as long as the runner slides or runs in a direction away from the fielder to avoid making contact or altering the play of the fielder.

         1. (1)

            "On the ground” means either a head-first slide or a slide with one leg and buttock on the ground.

         2. (2)

            "Directly into a base” means the runner’s entire body (feet, legs, trunk and arms) must stay in a straight line between the bases.

         3. (3)

            If a runner goes into a base standing up and does not make contact or alter the play of the defensive player, interference shall not be called.

      2. b.

         Contact with a fielder is legal and interference shall not be called if the runner:

         1. (1)

            Makes a legal slide directly to the base, or

         2. (2)

            Is on the ground at the time of contact and the fielder moves directly down the line between the two bases to attempt a play.

         3. (3)

            Makes a legal slide and makes contact with a defensive player who is on or over, but not beyond, the base.

         4. (4)

            When the base runner slides beyond the base, but does not (a) make contact with, or (b) alter the play of the defensive player, interference shall not be called.

      3. c.

         Actions by a runner are illegal and interference shall be called if:

         1. (1)

            The runner slides or runs out of the base line in the direction of the fielder;

         2. (2)

            The runner uses a rolling, cross-body or pop-up slide and either makes contact with or alters the play of a fielder;

         3. (3)

            The runner’s raised leg makes contact higher than the fielder’s knee when in a standing position;

         4. (4)

            The runner goes beyond the base and either makes contact with or alters the play of the fielder;

            1. (a)

               "Beyond the base” means any part of the offensive player’s body makes contact with or alters the play of the fielder beyond the base.

         5. (5)

            The runner slashes or kicks the fielder with either leg;

         6. (6)

            The runner illegally slides toward or contacts the fielder even if the fielder makes no attempt to throw to complete a play.
            
            PENALTY:

            1. (1)

               With less than two outs, the batter-runner, as well as the interfering runner, shall be declared out and no other runner(s) shall advance.

            2. (2)

               With two outs, the interfering runner shall be declared out and no other runner(s) shall advance.

            3. (3)

               If the runner’s slide or collision is flagrant, the runner shall be ejected from the contest.

            4. (4)

               If the bases are loaded with no outs, a double-play attempt is made, and interference is called, all other runners must return to their original bases.

6. 4.f

   Each league must set its own standards of player/team sportsmanship, but must encourage suspensions for infractions unbefitting to the image and policies of the league.

7. 4.g

   Failure to abide by age regulations - the managers must all recognize their responsibility to the league and the perpetuity of it as to not cross the line where winning is more important than playing. An opposing manager may at anytime have the right to question a player’s age. If a manager wants to lodge a protest, proof of age and residence must be mailed to the manager who lodged his protest by Friday of the following week. If an under age player is detected, penalties whether to the individual or team will be decided by the league president and board of directors. As a national precedent, the penalties will be forfeiture of all games in which the under-age player participated in and a minimum two-year suspension. If the manager had prior knowledge, he is subject to similar suspension.

5.

Courtesy Runners Return to Index

1. 5.a

   Players that will need courtesy runners, must have their manager notify the opposing manager prior to the start of the game. If not so notified, the opposing manager may deny the request. Each team will be allowed a maximum of 2 players per game who can be run for each time that they reach base. The individual who runs for these player(s) needing a courtesy runner is not determined ahead of time. It is always the last batted out who must run for the person needing the courtesy runner. Once the game begins and the full complement of 2 courtesy runners has not been used, if a player sustains an injury, an additional courtesy runner may be used. In the event a player becomes injured during the game and the maximum number of courtesy runners (2) have already been designated, a pinch runner must be used and no courtesy runner will be allowed. If a batter (designated as needing a courtesy runner) opts to run, or forgets to get a courtesy runner and subsequently runs, he will lose his courtesy runner for the remaining portion of the game. The offensive team that is replacing the courtesy runner has 30 seconds to make the runner change. If the runner is not replaced within this time period, the original runner must run and the right to use the courtesy runner for this particular batter will be forfeited for the balance of the game. The 30 second time limit will begin at the time the umpire calls for time to allow replacement for the runner.

6.

Pitchers Return to Index

1. 6.a

   No player while pitching may wear white or gray sleeves, nor may a pitcher wear a batting glove or wristband while pitching.

2. 6.b

   One intentional walk per game will be allowed. If a second intentional walk is attempted, a balk will immediately be called and all base runners will advance one base.

3. 6.c

   If a pitcher hits 4 batters in any one game, the pitcher must be removed on the fourth hit batsman.

7.

Ex-Pro Status and Regulations Return to Index

1. 7.a

   A player must be out of pro-ball for 3 complete MSBL seasons before becoming eligible to participate in a MSBL league. This is a general rule meant to stand as an example for other local MSBL leagues to examine. Local MSBL leagues may establish their own criteria for ex-pros as its individual board and managers see fit. Pro-ball refers to major and minor leagues. Independent leagues are to be considered separately. For the World Series and Fall Classic, the following rules will pertain without exception:
   
   A player must be out of professional baseball (A, AA, AAA, or Major League) for three complete seasons before becoming eligible to participate in MSBL/MABL National Tournaments. Therefore, for the 2013 World Series and Fall Classic, any player who received compensation AND participated with a professional baseball team (A, AA, AAA or Major League) during 2011 or more recently is ineligible unless given special permission to participate by the National Tournament Rules Committee.
   
   A player who played in a Rookie League, Independent League, Foreign League or who was invited to a Major League Spring Training and then released without playing for a minor league affiliate will not be held to the requirements listed above.
   
   A participant in the MSBL/MABL National Tournaments is NOT to be considered an "ex-pro” if:
   
   

   1. a.

      The player has been out of any level of professional baseball for eight complete MSBL/MABL seasons; Except for Central and Cactus Divisions – See Below

   2. b.

      The player is 35+ years old and he has been out of pro ball for at least five complete seasons. Except for Central and Cactus Divisions – See Below

   3. c.

      For all Central and Cactus Divisions - If a player has played pro ball and has been out of pro ball for 20 years, that player would be eligible to play in the Central Division. For Cactus Division, no Ex-Pro players are allowed no matter the length of time out. Ex-pros will be limited to one per team. Players 65 and over can pitch no matter what level they played except in the 60+ Central and 65+ American Division. Certain exemptions will be considered on their merit and all other teams, if granted, will have the same opportunities.
      
      In reference to players who played Independent League baseball, these players are ineligible for these 2 divisions unless they are out 15 years. No ex-pro players and allowed independent league players would be eligible to pitch, even if they did not pitch in their pro careers.

    

   Ex-Pro Guidelines

   A Level – Any Player who appeared on a AAA or Major League Roster
   B Level – Any Player who appeared on a A or AA Roster

   Division	Allowances of Ex-Pros
   National	No limit on number of Ex-Pros
   American	Two A Level & Two B Level Ex-Pros
   Federal	2 B Level Ex-Pros out between 3-8 years
   Mountain	1 B Level Ex-Pro out between 3-8 years
   Central	Independent League players must be out at least 15 years If a player has played pro ball and has been out of pro ball for 20 years, that player would be eligible to play in the Central Division No ex-pro players and allowed independent league players would be eligible to pitch, even if they did not pitch in their pro careers
   Cactus	No Ex-Pros regardless of time out of pro ball Independent League players must be out at least 15 years No ex-pro players and allowed independent league players would be eligible to pitch, even if they did not pitch in their pro careers

   For National Tournament Play

   18 and over	- player becomes eligible on the date of his 18th birthday
   25 and over	- player becomes eligible on the date of his 25th birthday
   35 and over	- player becomes eligible if turns 35 during the calendar year
   45 and over	- player becomes eligible if turns 45 during the calendar year
   50 and over	- player becomes eligible if turns 50 during the calendar year
   55 and over	- player becomes eligible if turns 55 during the calendar year
   60 and over	- player becomes eligible if turns 60 during the calendar year
   65 and over	- player becomes eligible if turns 65 during the calendar year

    

8.

General League Rules Return to Index

1. 8.a

   Two forfeits by any team could mean immediate expulsion from the league with no money refunded to the team. Individual leagues should evaluate circumstances before rendering a decision.

2. 8.b

   All protests should be lodged to the league protest committee/board within 24 hours after the game for which the protest is made. All protests shall be decided by the league board of directors and/or protest committee.

3. 8.c

   Only MSBL and MABL leagues are eligible for all MSBL and MABL sanctioned regional and national tournaments, unless waived by national tournament committee.

4. 8.d

   Determination of eligibility to participate in MSBL regional and national tournament competition will be based solely on the decision of MSBL National Tournament Rules Committee. In general, no player will be allowed to participate in a regional or national tournament unless the player has participated in at least 50% of his regular season MSBL/MABL games.

5. 8.e

   In order for a player to qualify and participate in his team’s local league playoffs, tournaments and post-season events, he must participate in at least 50% of his team’s regular season games. In order for a player to qualify as a pitcher he must make two plate appearances in one half of his team’s regular season games played or pitch in 25% of this team’s regular season total innings or pitch in 75% of his team’s games. If such a player fails to meet the requirements due to injury, a letter should be submitted to the league president explaining non-compliance. Local leagues retain the right to their own qualifications for local tournament only.

6. 8.f

   In the case of a player whose team plays a regular season local league schedule that had 15 or fewer games, the player must play in a significant way in the greater of eight (8) games or 75% of the number of regular season games on the schedule. A player shall be deemed to have played in a game in a significant way if; (a) he has at least three (3) at bats in the game; or (b) plays at least four (4) innings in the field; or (c) plays at least three (3) innings in the field and has at least one at bat; or (d) plays at least three (3) innings in the field, has no at bats, but pitches the game. The National Rules Committee, and its conclusions, shall be binding.

7. 8.g

   Each year, all players on the league’s waiting list will be invited to a draft. The annual draft will be conducted in a manner to allow parity in leagues by having the prior year’s teams with the lowest finishing records drafting first.

8. 8.h

   In regard to the Men’s Adult Baseball League, players upon reaching the age of 25 do not automatically have to enter the older division. When desired, MABL players, unless entering as a full team, when reaching age 25 will enter the senior division draft. MABL players already entered into the league cannot be solicited to join senior division teams and when entering into the senior division must go through the draft, unless entering as a full team.

9.

Code of Conduct Return to Index

1. 9.a

   Prohibitions. Managers and players shall conduct themselves in a sportsmanlike manner at all times. No manager or player shall commit the following:

   1. (1)

      Lay a hand upon, shove or strike, or threaten an official. Players and managers guilty of such conduct shall be immediately suspended from further participation in the game and shall remain suspended until his conduct is reviewed by the board of directors. Players and managers guilty of such conduct shall be subject to suspension for the remainder of the season or expulsion from the league for life.

   2. (2)

      Refuse to abide by an official’s decision. Players guilty of such conduct shall be immediately suspended from further participation in the game and shall remain suspended until his conduct is reviewed by the board of directors. Players guilty of such conduct shall be subject to probation or suspension for the remainder of the season.

   3. (3)

      Be guilty of objectionable demonstrations of dissent at an official’s decision. Players and managers guilty of such conduct shall be subject to suspension from further participation in the game.

   4. (4)

      Discuss with an official or officials the decision reached by such official or officials, except for the manager or his designee who are authorized to participate in such discussions. Players guilty of such conduct shall be subject to suspension from further participation in the game.

   5. (5)

      Use unnecessarily rough tactics in the play of the game against the body or person of an opposing player. Players guilty of such conduct shall be immediately suspended from further participation in the game and shall be subject to probation or suspension for the remainder of the season.

   6. (6)

      Be guilty of physical attack as an aggressor upon any player, manager, official, or spectator, before, during, or after a game. Players guilty of such conduct shall be immediately suspended from further participation in the game and shall remain suspended until their conduct is reviewed by the board of directors. Players guilty of such conduct shall be subject to suspension for the remainder of the season or expulsion from the league for life.

   7. (7)

      Be guilty of verbal abusive attack upon any player, manager, official, or spectator, before, during, or after a game. Players guilty of such conduct shall be immediately suspended from further participation in the game and shall remain suspended until their conduct is reviewed by the board of directors. Players guilty of such conduct shall be subject to suspension for the remainder of the season.

   8. (8)

      Consume alcoholic beverages or illegal drugs during the game or be upon the field of play at any time in an intoxicated condition. Players guilty of such conduct shall be immediately suspended from further participation in the game and shall be subject to probation or suspension for the remainder of the season.

   9. (9)

      Smoke on the field of play or in the dugout. Players guilty of such conduct shall be immediately suspended from further participation in the game.

2. 9.b

   Penalties

   1. (1)

      The board of directors may, by vote of the majority of the directors, suspend any player or manager for such a period and upon such terms as it may propose, for the conduct with in its opinion is prejudicial to the welfare, interest, reputation, or charter of the league.

   2. (2)

      Except as otherwise provided, the commissioners shall determine the appropriate action required for violations of the codes of conduct, and shall report their decision to the player, manager and the board of directors.

   3. (3)

      A player found in violation of any provision delineated in the codes of conduct, after being placed on probation for the remainder of the season shall be suspended for the remainder of the season.

   4. (4)

      Any player found in violation of any provisions delineated in the codes of conduct, after being suspended from further participation in a game shall be suspended for the remainder of the season.

3. 9.c

   Grievances, protests, and appeals

   1. (1)

      Grievances may be filed by an individual player or by the manager of a team provided that a grievance is formally submitted to the commissioner or appropriate board. The commissioner shall adjudicate all such grievances and shall report any action taken to the board of directors.

   2. (2)

      An appeal of any action or ruling may be filed with the board of directors by an individual player or by the manager of a team provided that the appeal is formally submitted. However, all decisions by the board of directors are final and not subject to appeal.