By-Laws of the
Western Maryland Lacrosse Officials Corporation, Inc.
Article I - Name
Section 1. This organization shall be known as Western Maryland Lacrosse Officials Corporation, Inc. (WMLOA).
Section 2. The Corporation may have offices at such places as the Board of Directors may from time to determine.
Article II - Purposes
Section 1. The purposes for which this Corporation is organized include, but are not limited to, the following:
1.Furthering the interests of lacrosse officials;
2.Maintaining the highest standards of lacrosse officiating;
3.Promoting the welfare of amateur and professional sports, its players, administrators, fans, the press, and sports officials;
4.Encouraging the spirit of fair play and sportsmanship;
5.Working with organizations and associations connected with the sports of men’s lacrosse to further the sports and all persons involved;
6.Providing educational programs to advance the skills of lacrosse sports officials;
7.Working with sports administrators to provide qualified officials for lacrosse games;
8.Conducting programs to encourage public appreciation for the skill and professional competence of the Corporation's member officials.
Article III - Membership
Section 1. This Corporation shall be comprised of the following persons within these classes of membership:
a. Active/Adult: Comprised of individuals over the age of eighteen who are duly qualified lacrosse officials who have complied with all of the membership requirements of this Corporation, who are in good standing, and who officiate athletic contests;
b. Active/Youth: Comprised of individuals under the age of eighteen who are duly qualified lacrosse officials who have complied with all of the membership requirements of this Corporation, who are in good standing, and who officiate athletic contests;
c. Associate: Comprised of individuals or business entities who are not presently Active members, but who have a special interest in the purposes of this Corporation, or upon whom this Corporation desires to confer such status according to the rules and procedures established by this Corporation.
Section 2. This Corporation may accept individuals for Active membership pursuant to these By-Laws. Associate membership may be conferred by majority vote of the Board of Directors, or at any general meeting by majority vote of Active members present and voting.
Section 3. Any member may resign by filing a written resignation with the Secretary. Such resignation shall not relieve the member of the obligation to pay any dues, fees, assessments, or other charges previously accrued and unpaid prior to the receipt of such resignation.
Section 4. A former member may request reinstatement by filing a signed request with the Secretary. Reinstatement may be approved or rejected by majority vote of the Board of Directors upon such terms as the Board of Directors may deem appropriate.
Section 5. Every Active member shall obtain at the member's cost, and keep in full force and effect at all times while officiating or assigning games for or on behalf of this Corporation, a liability insurance policy covering the member for actions or omissions arising out of officiating or assigning. Members shall provide proof of such insurance within seven days of request of the Board of Directors.
Section 6. A member in good standing is a member who has met the Corporation's meeting requirements, timely paid all dues, fees, fines, penalties, assessments, and other financial obligations imposed by the Corporation, passed any requisite tests, and has observed and complied with the By-Laws of this Corporation and all other requirements.
Section 7. All members of the Corporation are independent contractors in their officiating and assigning capacities and not employees of the Corporation, or of any officer or assignor(s) of games of the Corporation, or of any other person or entity for whom the members work as officials and as such no deduction of any taxes will be taken out of any payment to them. All members of the Corporation recognize this status and understand that neither the Corporation, nor its officers or assignor(s) of games, are employers, and therefore, the members may not be able to collect worker's compensation from the Corporation or any other person or entity for injuries sustained while performing or traveling to and from officiating, assigning or officiating related or assigning related work. Each member should obtain and maintain disability insurance for injuries arising out of the member's work. A member may decide to accept or reject game assignments.
Section 8. Each member of the Corporation agrees by becoming a member that these By Laws and all other rules, regulations and policies of the Corporation constitute a valid contract between the member and the Corporation.
Section 9 All active members of the Association must officiate pre-season scrimmages before their first assignment.
Section 10 Members must wear the uniform prescribed by the Association.
Section 11 Members must abide by the rules and interpretations of the Association.
Article IV - Membership Meetings
Section 1. The Corporation shall hold no less than one business meeting during each fiscal year. One such meeting shall be designated the rules interpretation meeting, and shall be scheduled prior to the start of the spring season. One meeting every two years shall be designated the bi-annual election meeting, which may be coincident with the rules interpretation meeting. Special meetings of the members may be called from time to time by the Secretary at the request of either a majority of the Board of Directors, or upon signed written request of at least twenty percent of the Active members.
Section 2. Written notice of general business meetings, stating the time, place, and purpose, shall be provided to each member at the physical or email address appearing on the books of the Corporation by January 1st.
Section 3. The presence of twenty percent of the Active membership constitutes a quorum. A majority vote of such members where a quorum is present is necessary to make a decision, except where some other number is required by law or these By-Laws. Neither proxy voting nor mail voting is permitted.
Section 4. Each Active member shall be required to attend the annual rules interpretation meeting and bi-annual election meetings. Members failing to meet this obligation shall be sanctioned as determined by majority vote of the Board of Directors.
Section 5 Each Active member shall be required to attend 80% of the scheduled Association meetings. Failure to attend the required number of meetings will result in a fine of $25 and game assignments may be forfeited. Failure to attend the mid-season meeting (prior to play offs) may result in the loss of a play off assignment.
Article V - Board of Directors
Section 1. The property, business, and affairs of the Corporation shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of the Corporation as are not by law, or by the Constitution or By-Laws of this Corporation, directed or required to be exercised by the members.
Section 2. The Board of Directors shall be composed of these officers of the Corporation: President, Vice-President, Secretary and Treasurer. The President shall serve as the Chair of the Board of Directors. The Chair may not vote on any business before the Board of Directors, except to break a tie vote.
Section 3. Each Director's term on the Board of Directors shall begin immediately following election to office, and shall end immediately upon election of a successor.
Section 4. Regular meetings of the Board of Directors shall be held at least three times each year. Regular meetings shall be open to all members of the Corporation; however, meetings or portions of meetings may be closed upon majority vote of the Board of Directors to non-members of the Board of Directors for the purpose of discussion of personnel and disciplinary matters.
Section 5. Special meetings may be called from time to time by the President, or by the Secretary at the request of a majority of the Board of Directors. Notice of special meetings, stating the time and place shall be communicated verbally or by mail or email to each member of the Board of Directors at the address appearing on the books of the Corporation no less than seven days before such meeting. In the event of extraordinary circumstances which preclude this notice, an honest attempt shall be made to notify each and every Board of Directors member in such a manner and with such advance notice as to allow attendance.
Section 6. A simple majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting.
Section 7. The Board of Directors shall appoint banks, trust companies, or other depositories in which shall be deposited from time to time the money or securities of the Corporation.
Section 8. All checks, other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers or agent or agents as shall from time to time be designated by resolution of Board of Directors or by an officer appointed by the Board of Directors.
Section 9. Except as otherwise provided in the By Laws, the Board of Directors may authorize any officer, agent or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authority may be general or confined to specific instances. Electronic balloting may be used.
Section 10. The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
Article VI - Officers
Section 1. The elected officers of this Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. Officers shall be elected bi-annually, and shall hold office until a successor is elected, or until his death, resignation, or removal.
Section 2. Only Active/Adult members are eligible to be elected to the office of President, Vice-President, Secretary, or Treasurer. Members may not hold more than one elected office at a time.
Section 3. The President shall be the chief executive officer of the Corporation, and shall be responsible for all management functions. He shall have executive authority to see that all orders and resolutions of the Board of Directors and general membership are carried into effect. Subject to the control vested in the Board of Directors by statute or by these By-Laws, the President shall administer and be responsible for the overall management of the business affairs of the Corporation. No individual may serve as President for more than two (2) consecutive terms
Section 4. The Vice-President shall be responsible for such duties as are individually assigned by the President.
Section 5. The Secretary shall:
a. Keep the minutes of all meetings;
b. See that all notices are duly given in accordance with the provisions of these By-Laws or as required by law;
c. Prepare and distribute an informational newsletter to all members and other interested individuals at such times as directed by the Board of Directors;
d. Be custodian of all records of the Corporation, including but not limited to correspondence, notices, and newsletters, except those specifically related to membership and training;
e. In general, perform all duties incident to the office of Secretary, and such other duties as are provided by these By-Laws and as from time to time are assigned by the Board of Directors or the President.
Section 6. The Treasurer shall:
a. Receive and be responsible for all funds owned or held by the Corporation; keep full and accurate records and accounts for the Corporation; deposit to the credit of the Corporation all money and funds received in such bank as designated by the Board of Directors; and disburse funds of the Corporation as may be properly authorized;
b. Prepare a complete and accurate report on the Corporation's financial condition for presentation to the Board of Directors and general membership at all meetings, or at other times as requested by the President;
c. Ensure that all duties related to the payment of fees collected on behalf of members are completed in a timely fashion;
d. Ensure that all required legal documentation is filed, and all required taxes and similar obligations are paid, in a timely fashion;
e. In general, perform all duties incident to the office of Treasurer, and such other duties as are provided by these By-Laws and as from time to time are assigned by the Board of Directors or the President.
Section 7. Duties of the Assignor
- The Assignor shall procure all game schedules, directory information and fee and expense structure data.
- Shall assign Officials to lacrosse games. The Officials will be notified of their assignments by the Arbiter Sports Program and/or other assigning programs available to the Association.
- Shall handle all problems which arise after assignments have been made (ex. Officials sickness, game postponements, etc.).
- Shall appraise the Board of Director’s and other Members of developments, as necessary.
- Upon recommendation of the Board of Directors, an Assigner may revoke or cancel any officiating assignments, to any Member, who is classified as a “Member Not in Good Standing.”
- The Assignor shall assign play-off games at the end of the regular season.
- The Assigner shall receive a stipend for his services as approved by the Board of Director’s.
Section 8.Compensation, if any, shall be as established by vote of Active members present at the annual rules interpretation meeting where a quorum is maintained. Once established, compensation shall remain in effect until changed.
Section 9.Election of officers shall be held at the designated election meeting. Notice of this meeting, including the names of candidates recommended by the Corporation's Nominating Committee if any, shall be provided to all members at least fourteen days prior to this meeting. Nominations from the floor shall be accepted prior to balloting, provided that the individual making the nomination is an Active member in good standing, and that the member nominated accepts the nomination.
Section 10.Election shall be by secret ballot of those Active members in good standing present at the designated election meeting. A majority of members voting shall be sufficient to elect a candidate. In the event that a majority is not attained, the candidate earning the least number of votes shall be withdrawn from consideration, and balloting conducted again; this shall be repeated as necessary until a majority is attained. Candidates shall be provided the opportunity to address the Corporation prior to each ballot.
Section 11.Any officer may resign at any time by filing signed written notice with the President. Such resignation shall take effect at the time specified therein, or at the time the notice is received if a time is not specified.
Section 12. Any vacancy occurring in any office shall be filled by a majority vote of the Board of Directors. Each officer so appointed shall hold the office until a successor is elected, or until his death, resignation, or removal.
Article VII - Special and Standing Committees
Section 1 At least 90 days prior to the designated election meeting, the President shall appoint a Nominating Committee, composed of three Active members. This committee shall be chaired by the Vice President. The Nominating Committee shall invite suggestions from the membership, and then recommend candidates for those offices which are vacant or about to expire, and report such nominations to the Secretary at least 45 days before the annual election meeting.
Section 2 The President, with the approval of the Board of Directors, shall appoint a Judicial Committee, composed of five Active/Adult members in good standing, none of whom shall be members of the Board of Directors. The Judicial Committee shall elect one of their members to serve as Chair. This Committee shall meet in closed session as required to hear and decide all charges brought against any member. In the event that charges are brought against a member of the Judicial Committee, such member shall be excused from service on this Committee until such time as final decision of said charges has been rendered.
Section 3. The President, with the approval of the Board of Directors, shall appoint other committees, sub-committees, or task forces as are necessary and which are not in conflict with other provisions of these By-Laws. The duties of any such committees, as well as their term, shall be prescribed by the President, with the approval of the Board of Directors.
Section 4 The Executive Board will appoint a Rules Interpreter. The Interpreter shall promote uniform interpretation of lacrosse rules and maintain a uniform standard of proper officiating for the Association.
Article VII – Indemnification of Members, Officers and Directors
Section 1. The Corporation shall have the power to indemnify any member who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was an officer or agent of the Corporation, or is or was serving at the request of the Corporation as an officer or agent of another corporation, Corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.