Proposed

By-laws of the Washington Intercollegiate Soccer Officials Association (WA-ISOA)

Article I - Name

The name of this organization shall be the Washington Intercollegiate Soccer Officials Association (WA-ISOA), a Non-Profit Corporation under the laws of the state of Washington.

Article II - Board of Directors

The Board of Directors (Board) shall consist of four (4) elected officers, three (3) elected directors at large, four (4) appointed board members, and may include one (1) ex-officio member as described in Article V. The Board shall be representative of the geographical and population areas of the state of Washington. The elected members shall serve for two years, and until their successors have been elected by the membership, unless they shall resign their position during their term in office. If an elected Board member resigns, or is no longer able to fulfill the duties and responsibilities of a member, the Board shall appoint an interim member to serve until the next general election of the membership.

The Board shall be responsible for the operation of WA-ISOA in accordance with common practice, NISOA standards and state and federal law. The Board shall adopt an annual budget.

Article III – Officers & Directors

The Officers shall be the President, Vice President, Secretary and Treasurer. The Officers shall take office at the first meeting of the Board following election by the membership and certification of the Secretary. The President shall preside at all meetings of the Board, and at all general meetings of the membership. The President, or designee, will be the representative of WA-ISOA in all matters, shall sign all legal documents on behalf of WA-ISOA and shall appoint such committees and their members as are appropriate for the functioning of WA-ISOA.

The Vice President shall represent WA-ISOA when asked to do so by the President, shall preside at Board meetings and general membership meetings in the absence of the President, and shall be assigned such tasks as may be appropriate to carry out the programs of WA-ISOA.

The Secretary shall record the minutes of all meetings, keep a record of WA-ISOA activities and programs, provide notice of general meetings to the members, keep a record of membership, record all final votes of the membership, certify the annual election, file the annual corporate papers and such other records as may be required by the Board, state law or federal law.

The Treasurer shall maintain the fiscal accounts of WA-ISOA, the checking account in a state of Washington bank, such prudent investments as are approved by the Board and is responsible for filing all state and federal tax reports. The Treasurer shall prepare and propose a budget to the Board for adoption. The Treasurer shall provide a written report to the Board upon request and a written report to the general membership annually. The Treasurer shall be bonded by a licensed bonding company, with the bonding fees to be paid by WA-ISOA.

The other 3 elected board members shall be Directors-at-large representing the membership at board meetings.

Article IV - Appointed Board Members

The Appointed Board Members of the Board shall be the Director of Instruction, Director of Assigning, Director of Evaluation, and Director of Membership. The appointed board members shall be appointed by the Board before the start of the collegiate season for which they will be responsible in order to provide continuity, training and understanding of the collegiate program. Appointed board members shall serve for a period determined by the board, and may be replaced as necessary by the board to fulfill the goals of the association. The appointed board members shall attend and participate in all Board meetings, and are voting members of the Board. An appointed Board member may not simultaneously serve as an elected Board member. Appointed Board members filling more than one appointed position are entitled to only one (1) vote.

The Director of Instruction shall be the rules interpreter and provide instruction to the membership. The Director of Instruction should have completed a recognized Referee Instructor Course, the NISOA Regional Instructor Course or higher, and the NISOA Regional Clinician Course or higher.

The Director of Assigning shall be responsible for all matters related to assigning of officials to all WA-ISOA matches. The Director of Assigning should have completed a recognized assignor course. The Director of Assigning may appoint local coordinators to assist in the assignment of officials. The Board will ratify and approve the appointment or removal of all Local Coordinators.

The Director of Evaluation shall be responsible for the development, implementation, and on-going management of a program to evaluate the officials of the organization and to promote advancement of officials. The Director of Evaluation should have completed a NISOA Regional Assessor Course or higher. The Director of Membership shall keep the membership records of the organization and work with the other board members in any matters pertaining to membership.

Article V – Ex-officio Member

The immediate Past President shall serve as an ex-officio non-voting member of the Board for two (2) years after his term as President. Such term may be renewed upon approval of the board.

Article VI - Elections

The election of the Board shall take place annually, at a date and time, and in a manner to be determined by the board. Four (4) members of the Board shall be elected in odd-numbered years (i.e.: 1999), these 4 members shall be Vice-President, Treasurer, and 2 members-at-large; and three (3) members of the Board shall be elected in even-numbered years (i.e.: 2000), these 3 members shall be President, Secretary, and 1 member-at-large.

A nominating committee shall be appointed by the Board prior to each election. The nominating committee shall nominate at least one person for each Board position, to be submitted to the membership for election, at the general membership meeting. The named nominee(s) must have given permission to the nominating committee for their name to be submitted to the membership. At the general membership meeting, nominations may be made from the floor, provided that the named nominee(s) has provided permission, in writing, of such nomination.

The Secretary shall be responsible for the conduct of the elections. The secretary shall provide a ballot to the membership, following which, the membership shall have 30 days to cast their votes. Upon the close of the election, the secretary shall tabulate the results and present them to the board for certification.

The new Board will be seated upon the completion of the certification of the election by the board.

Article VII – Financial Review

A financial review of the books and accounts of the association will be conducted by a qualified independent accounting firm, at the discretion of the board and prior to the transfer of the books to a newly elected Treasurer.

Article VIII - Meetings

The Board will meet as necessary to transact the business of the organization at a time and place to be determined by the Board. A quorum shall be a majority of the current board members.

An annual meeting of the general membership (AGM) will be held each year at a time and place to be determined by the Board. Announcement of the AGM shall be made at least 30 days prior to the meeting.

Article IX - Amendments

Any member can initiate an amendment to these By-Laws by submitting a proposed amendment(s) to the Board in writing at least 60 days prior to the General Membership Meeting. The Board shall consider the amendment, and may make changes if necessary. If the amendment(s) and any changes are acceptable to the Board and the member, the amendment shall be placed on the elections ballot. If the Board and the member cannot agree on the amendments, the member must obtain the signatures of at least 20 percent of the membership to place the amendment on the ballot. Amendments will be adopted by a majority vote of the members eligible to vote.

Article X - Severability

In the event that any portion or parts of these By-Laws shall be determined to be invalid in a court of law, the remaining portions and parts will continue in force.

Filed with the state of Washington
January 16, 1996

Amended
February 4, 2006