INLAND EMPIRE SOCCER REFEREES ASSOCIATION, INC
BYLAWS
Amended February 12, 2012
PART 1: PURPOSE
The purpose of the Inland Empire Soccer Referees Association, Inc. (herein after referred to as the IESRA) shall be to promote the sport of soccer and soccer officiating. This includes:
a)The teaching of soccer officiating in the Inland Empire
b)The unification and representation of all persons interested in officiating the game of soccer in the Inland Empire.
c)The fostering of a means for members to improve their quality of soccer officiating.
d)The maintenance of jurisdiction over United States Soccer Federation affiliated soccer referees in the Inland Empire.
e)The fostering of a spirit of pride, unity, and cooperation among soccer referees.
PART II: MEMBERSHIP
2.01 Classes. The membership of the association shall consist of two classes of members: the first class to be designated “active” and the second class to be designated “honorary”.
Active Members: The active membership of the Association shall consist of those persons who are registered as soccer referees with the United States Soccer Federation (USSF), the Washington Officials Association (WOA), or the Washington Intercollegiate Soccer Officials Association (WAISOA), are residents of the Inland Empire region, and who agree to abide by the bylaws and policies of the Association and have paid dues of $10/year. NodDues shall not be charged to any referee under the age of 19, however if a younger referee chooses to pay dues to attain voting privilege, that will be allowed. Only dues-paying members will be allowed to vote on issues brought by the Board to the membership and requiring a vote.
Honorary Members: Honorary members of the Association shall be those persons who do not qualify for active membership but are deserving of membership for their contributions to the game. They may be admitted to this category by the Board of Directors. Honorary members shall be entitled to vote, to receive written notice of meetings of the membership and to participate in those meetings.
2.02 Inland Empire Defined. The Inland Empire is the area composed of northeastern Washington.
2.03 Status of Membership. Membership in the Association shall be personal, shall not survive the death of any individual member, and may not be transferred by any means.
2.04Voluntary Termination and Lapse of Membership. A member may terminate his membership by notifying the Registrar or the Secretary-Treasurer of his desire to do so and it shall be effective upon receipt of the notification. A referee’s membership will lapse and the referee ceases to be a member upon non-payment of dues, assessments, and/or fines. The membership will be deemed to have ended thirty (30) days after notice of the amount due the association is delivered to the member and has not been paid. A member must settle his account with the Association in order to reinstate his membership.
2.05Involuntary Termination of Membership. Membership in the Association may be terminated for good cause by a two-thirds majority vote of the members present and eligible to vote at any meeting of the association. Notice of the proposed removal must be given in writing to the member at least thirty (30) days prior to the date of the meeting at which such removal is to be voted upon. The notice to the member must state the reason for the proposed removal. At the meeting, the member shall be entitled to respond to the stated reasons and be heard in his own defense.
2.06Referee Removed by another Referee Association. A referee who has been removed from membership in any other soccer referees association as a means of disciplinary action shall not be admitted to membership in the Association until after an investigation and determination by the Board of Directors that the referee should be offered membership. The decision of the Board of Directors shall be final.
PART III: MEETINGS OF MEMBERS
3.01Annual General Meeting. The annual general meeting of the membership of the Association shall be during the month of February of each year, or at such other time as the Board of Directors may designate, at a time and place to be selected by the Board of Directors. All members shall be given notice in writing of special meetings by the Secretary of the time and place of the meeting at least twenty (20) days before the meeting date.
3.02Special Meetings. Special meetings of the membership for any purpose or purpose may be requested at any time by the President or by the Board of directors, at such time and place as the President or the Board may proscribe. Special meetings of the members may also be requested by petition of members representing at least ten percent (10%) of the members of the Association.
It shall be the duty of the Secretary to give notice of the special meeting to be held at a time and place as the Secretary may fix, not less than ten (10) days nor more than fifty (50) days after the request for the meeting.
3.03Notice of Meetings. Written notice stating the date, place and time of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, to each member. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail with proper postage, addressed to the member at his address as it appears in the records of the Association. This notice may be made by inclusion in a newsletter, web site posting or similar publication normally mailed/distributed to members of the Association.
3.04Quorum. Ten (10)members entitled to cast a vote at any meeting shall constitute a quorum. A majority vote at meeting at which a quorum is present shall be necessary for the adoption of any matter, except as otherwise provided herein.
3.05Voting by Proxy Prohibited. At any meeting, voting by proxy shall not be allowed.
PART IV: BOARD OF DIRECTORS
4.01Powers and Qualifications. The affairs of the Association shall be managed by a Board of Directors composed of the officers of the Association. Each shall be a member of the Association elected by the members as provided herein.
In no event shall one person hold more than one seat on the Board of Directors or be entitled to cast more than one vote.
4.02Voting by the Board. Each member of the Board of Directors shall possess one vote in matters coming before the Board. All votes at meetings of the Board shall be cast in person and voting by proxy shall not be allowed. (Note: voting by the President permitted only to break a tie vote. See Part VII, Section 7.01 herein)
4.03Quorum of the Board. Three members of the Board of Directors shall constitute a quorum for the transaction of business. The act of the majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. At any meeting of the Board of Directors at which a quorum is present, any business may be transacted, and the Board may exercise all of its powers.
4.04Regular Meetings of the Board. The Board of Directors shall hold regular meetings at least every two (2) months at a time and place to be specified by the President. Notice of the time and place of the meeting shall be published in the minutes of the preceding meeting of the Board of Directors and copies of said minutes shall be distributed promptly to each member of the BOARD within twenty (20) days of the date of the next meeting of the Board.
4.05Special Meetings of the Board. The Board of Directors shall hold special meetings for the management of the affairs of the Association whenever called by the President or Secretary-Treasurer or any three (3) or more Directors. At least ten (10) days’ notice to the members of the Board of the time, place and reason for any special meeting shall be given, provided that notice may be waived in case of an emergency or on resolution of the Board of Directors.
4.06Board Meetings to be Open to Association Membership. All meetings of the Board of Directors shall be open to members of the Association, provided that the board may discuss matters of a confidential nature relating to specific referees in closed session.
4.07Executive Committee. The Board of Directors by resolution adopted by a majority of the directors in office may designate and appoint an Executive Committee which shall consist of three (3) or more directors and which shall have and exercise such authority of the Board of Directors as may be specified in said Resolution, provided that said authority is not prohibited by law, or the Articles, Bylaws or policies of the Association. The designation and appointment of any such committee and the delegations thereto of authority shall not operate to relieve the Board of Directors or any other individual director of any responsibility imposed by law.
PART V: ACTIONS BY WRITTEN CONSENT
5.01Board of Directors Actions by Written Consent. Any corporation action required or permitted by the Articles, by the Bylaws or by the laws of the State of Washington, to be taken at a meeting of the directors of the Association, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the directors entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be described as such.
PART VI: OFFICERS
6.01Officers Enumerated. The officers of the Association who shall be members of the Board of Directors shall be the President, Vice President/Registrar, Coordinator of Instruction, Secretary, Treasurer, Coordinator of Assessment/Mentoring and a Coordinator of Assigning. An Information Technology representative and the Immediate Past President shall be appointed as non-voting advisors to the Board.
6.02Election of Officers. Commencing with the Annual General Meeting of the members in January, 1992, all officers of the association shall be elected by a majority vote of the members present and eligible to vote at the annual general meeting of the membership. Newly elected officers shall take office immediately after the election. All elections shall be by secret ballot if requested by any member present at the meeting.
6.03Nominations. The President shall appoint a nominating committee each year to present a slate of nominees for officers of the Association to the membership at the annual meeting. Additional nominations may be received from the floor provided said nomination is seconded and the nominee is present at the annual meeting and consents to serve for the office nominated.
6.04Persons Eligible to be Officers. Any Association member who has paid all dues and assessments shall be eligible for any office. In addition the candidate for the office of Treasurer must be bondable.
6.05Term of Office. The term of office of the officers of the Association shall be two (2) years and until their successors are elected and qualified. The term of the offices of President, Secretary and Treasurer will commence on even numbered years. The offices of Vice President/Registrar, Coordinator of Instruction, Coordinator of Assessment/Mentoring and Coordinator of Assigning shall commence on odd numbered years.
6.06Removal of Officers. Any officer may be removed from office by a two-thirds majority vote of the members present and eligible to vote at any meeting of the Association. Notice of the proposed removal of an officer must be given in writing to each officer at least thirty (30) days prior to the date of the meeting at which such removal is to be voted upon. Such notice to the officer must state the cause for the proposed removal. If an officer is removed from office pursuant to this provision, the membership shall thereafter elect a successor to serve during the unexpired portion of the term of office of the removed officer.
6.07Vacancy in Office. If any officer resigns or dies before the end of his term of office, the President shall appoint a successor to fill the office for the unexpired portion of the term. If the President resigns or dies, the Registrar shall succeed to the office of President for the unexpired portion of the President’s term, the Clinic coordinator shall succeed to the office of Registrar, and upon the succession to the office of President, the President shall appoint a successor to fill the office of Clinic Coordinator.
PART VII: DUTIES OF OFFICERS
7.01President. The President shall supervise all activities of the Association, execute all instruments on its behalf, preside at all meetings of the membership of the Association and of the Board of Directors, call such meetings of the Board of Directors and of the memberships shall be required or deemed necessary, take care that the Articles and the Bylaws are faithfully observed and perform such other duties as usually inherent in such office. At meetings of the Board or of the membership he shall decide all disputed points of law and order and vote on all motions and amendments only to break a tie. He shall appoint persons to Judicial, Review and Nominating Committees and shall appoint other such committees as he reasonably sees fit. He shall appoint persons to fill vacancies in any office for the unexpired portion of the term. He shall be chairman of the Board of Directors and shall vote only to break a tie vote. In addition the President shall serve as the Registered Agent for the Association.
7.02Vice President/Registrar. The Vice President/Registrar shall act for the President in his absence and perform other such acts as the President may direct. He shall maintain the records of the membership of the Association. He shall succeed to the Office of President if the President resigns or dies and shall fill the office of President for the unexpired portion of the President’s term. He shall be a voting member of the Board of Directors.
7.03Coordinator of Instruction The Coordinator of Instruction shall act for the President in the absence of the President and the Registrar and shall perform such other acts as the President may direct. He shall be responsible for coordinating the educational clinics for the Association. He shall succeed to the Office of Registrar if the latter resigns, dies or moves up to fill the office of President. He shall be responsible for monthly training and keeping/posting records of such training of members in good standing. This person shall be responsible for coordinating Entry Level Clinics thru the State Referee Committee appointed Area Instructor Coordinator and setting up the Winterfest meeting, if the Board decides to conduct such an event.
7.04 Treasurer. The Treasurer, who shall be bondable,shall receive compensation set by the Board of Directors at the beginning of the Association’s fiscal year.The Treasurer shall receive and be accountable for all funds belonging to the Association and shall pay all obligations incurred by the Association. He shall receive all dues, fines and assessments. He shall maintain bank accounts as needed by the Association. He shall pay the Associations expenses. He shall deposit in a separate bank account the funds this Association receives from various leagues contracted by the Coordinator of Assigning and shall distribute such funds to members entitled thereto at least twice a year based upon his records of games assigned and billed and recorded by the assignors working with the Coordinator of Assigning. He shall maintain a record of all monetary transactions. He shall present his records to the Review Committee for review a reasonable time prior to the Annual General Meeting and at such other times as the President may reasonably direct. He shall present a written financial statement at the Annual General Meeting. The treasurer shall also be responsible for billing for all services provided by the IESRA.
7.05 Secretary. He shall take record of attendance at the meetings and shall take care of all business correspondence and maintain a file of such. The Secretary shall keep a true account of the meetings of the membership and of the Board of Directors. He shall file all minutes for further reference. He shall provide timely notice to members of the time and place of the Annual General Meetings. He shall provide notice of the time and the place of Board of Director meetings in the minutes and shall timely send a copy of the minutes to each member of the Board of Directors. He shall keep current copies of the Articles and Bylaws and shall provide a copy to any member who requests. He shall establish the registered office of the Association. He shall perform other acts as the President may direct.
7.06Coordinator of Assessment/Mentoring The Coordinator of Assessment/Mentoring shall be responsible for the development and operation of an ongoing referee assessment/mentoring program. He shall be responsible for the assignment of assessors (used for local purposes) to games and the oversight of the local mentoring program, including the assignment of Field Mentors to monitor referees within budget set for such purpose by the Association.
7.07 Coordinator of Assigning The Coordinator of Assigning shall be responsible for the coordination of assignment of referees and assistant referees to all games under the jurisdiction of the association. He shall maintain records of assignments made and at the conclusion of the league’s play assist the treasurer as required in preparing the payroll. He shall, in conjunction with the Vice President/Registrar maintain records of all assignments as required by the United States Soccer Federation to establish the level of license to which a member may qualify. The Coordinator of Assigning shall be responsible for allocation of USSF licensed assignors to different area of activity contracted by Association.Assignors thus designated shall receive compensation set by the Board of Directors at the beginning of the Association’s fiscal year.The Coordinator of Assigning shall be responsible for the recruitment of new assignors. The Coordinator of Assiging shall be responsible for drafting, executing, and managing contracts between the Association and the playing associations, leagues and clubs requesting Association services.