DC NOVA Referee

Bylaws for DC/NOVA Bylaws for DC/NOVA

SECTION 1: NAME

The name of the organization shall be DC/NOVA SOCCER REFEREE UNIT, LTD., hereinafter referred to as the “Association” or the “Unit.”

SECTION 2: PURPOSE

The purpose of the Unit shall be to organize, train, assign, and supervise Referees certified by the United States Soccer Federation (USSF); and/or the Virginia High School League (VHSL); and/or the National Intercollegiate Soccer Officials Association (NISOA); and/or the Virginia Intercollegiate Soccer Officials Association (VISOA) so as to provide Referees to contracted persons and organizations , and to engage in such other activities pertaining to soccer as shall be determined by the membership of the Unit.

SECTION 3: AFFILIATION

The Unit may be associated and work with the Metropolitan District of Columbia - Virginia Soccer Association (MDCVSA), United States Soccer Federation (USSF), Virginia High School League (VHSL), National Intercollegiate Soccer Officials Association (NISOA), Virginia Intercollegiate Soccer Officials Association (VISOA), United States Youth Soccer Association (USYSA), Virginia Youth Soccer Association (VYSA), and any other organization which may benefit the Unit or its members.

SECTION 1: MEMBERSHIP

Membership shall be open to any Referee or other person who participates in the accomplishment of the Purpose of the Unit as defined in Article I, Section 2 of these Bylaws. The Unit shall have two classes of members: (1) active members, and (2) associate members.

SECTION 2: ACTIVE MEMBERS

Active members shall be those Referees who are registered and have met the minimum game requirements of any organization set out in Article I, Section 3 of these Bylaws, and/or those persons having received and completed refereeing assignments from the Unit.

Membership shall be reviewed between February 1 and February 28 of each year by the Commissioner, who shall bring to the attention of the Board of Directors of the Unit at the next meeting of the Board of Directors, any referee who has not met the minimum requirements for their referee level. Said referee shall be contacted within 10 days by the Rules and Discipline Committee of the Unit, which shall determine whether or not the referee has met the minimum requirements. If it is determined that the referee has not met the minimum requirements he shall be notified that he has 60 days to meet those requirements and provide written proof of same to the Unit, and that his failure to do so shall result in him being purged from the membership rolls of the Unit until such time as he shall have met the minimum requirements.

It is the duty and responsibility of the referee to meet the minimum requirements necessary to maintain membership in the Unit.

SECTION 3: ASSOCIATE MEMBERS

Associate membership may be granted upon a majority vote by the Board of Directors to persons participating in the administration of the Unit. The matter may be brought to the attention of the Board of Directors upon its own initiative, or upon written recommendation of any 3 active members of the Unit, in which event the Board shall decide on the recommendation at its next meeting and promptly notify the person nominated and the members of the Unit of its decision by mail to the last known mailing address, or by e-mail to the last known e-mail address.

SECTION 1: OVERVIEW

There shall be 9 positions on the Board of Directors of the Unit. Four positions shall be filled by Directors at Large and five positions shall be filled by Officers, consisting of the President, Vice President, Secretary, Commissioner, and Treasurer. A board member may serve in an active capacity in any organization named in Article 1, Section 3 of these Bylaws, but shall not serve in any capacity with any person, business, or organization contracting with or seeking to contract with the Unit, and shall not serve in any capacity with any person, business, or organization which assigns directly or indirectly referees, or which otherwise competes with the Unit.

Election of Directors and Officers by the membership shall be held at the Annual General Membership Meeting or at a Special General Membership Meeting. Any vacancies occurring among the members of the Board of Directors shall be filled by a majority vote of the remaining members of the Board until the next occurring Annual General Membership

Meeting at which time an election shall be held to fill the vacancy for the remainder of the term.

Each member of the Board of Directors shall have one vote at any regular or special meeting of the Board regardless of the number of positions held by that member.

SECTION 2: DIRECTORS AT LARGE Directors at Large shall be elected by the membership. Directors shall be elected to a new term of three years; or if appointed by the Board of Directors to fill a vacancy, for the remainder of the vacant term.

SECTION 3: OFFICERS

The President shall be elected by the membership at the Annual General Membership Meeting. He shall serve a term of one year commencing at the time and on the date of his election for a period of one year or until the next Annual General Membership Meeting.

The Vice President shall be elected by the membership at the Annual General Membership Meeting. He shall serve a term of one year commencing at the time and on the date of his election for a period of one year or until the next Annual General Membership Meeting.

The Secretary shall be elected by the Board of Directors at the first regular Board of Directors meeting following the Annual General Membership Meeting. He shall serve a term of one year commencing at the time and on the date of his election for a period of one year or until the first regular Board of Directors meeting following the next Annual General Membership Meeting.

The Commissioner shall be elected by the Board of Directors at the first regular Board of Directors meeting following the Annual General Membership Meeting. He shall serve a term of one year commencing at the time and on the date of his election for a period of one year or until the first regular Board of Directors meeting following the next Annual General Membership Meeting.

The Treasurer shall be elected by the Board of Directors at the first regular Board of Directors meeting following the Annual General Membership Meeting. He shall serve a term of one year commencing at the time and on the date of his election for a period of one year or until the first regular Board of Directors meeting following the next Annual General Membership Meeting.

The Board of Directors may appoint such additional officers and agents as may be deemed necessary or appropriate, who shall perform such duties in the management of the Association as the Board of Directors may direct. These additional officers and agents do not, by virtue of their offices, assume the rights and privileges of an officer or Director of the Unit, nor shall they have any vote as such. Additional officers and agents may include but are not limited to: Administrators, Instructors, Assignors, and Assessors. These additional officers and agents need not meet the qualifications for membership in the Unit. They may be compensated at rates established by the Board of Directors.

SECTION 1: DUTIES

The governing power of the Unit shall be vested in the Board of Directors, the members of which shall possess all the powers and responsibilities conferred upon Directors by law. The Board of Directors shall have and shall exercise the following powers and duties:

Establish policy for specific cases not provided for elsewhere, but which is deemed necessary or helpful to carry out the objectives of the Unit.

Exercise for the Unit all powers, duties, and authority vested in or delegated to the corporation.

Approve or disapprove all contracts between the Unit and any other person, business, or organization.

Levy such assessments and set such compensation rates as may be necessary or appropriate to promote and conduct the purposes of the Unit.

Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof at the Annual General Membership Meeting of the Unit.

Supervise all officers, agents, independent contractors, and employees of the Unit, and see that their duties are properly performed.

Cause any and/or all officers, independent contractors, or employees having fiscal responsibility to be bonded, as the Board may deem appropriate.

File such annual and other reports as may be required by the Virginia State Corporation Commission, Virginia Department of Taxation, and Internal Revenue Service.

SECTION 2: PRESIDENT

The President shall serve as chairman of the Board of Directors and shall conduct all regular, special and annual meetings of the Unit and the Board of Directors; shall appoint, for confirmation by the Board of Directors, the members of standing, ad hoc, and special committees; shall execute the mandates of the Board of Directors; shall supervise the employees, agents, and independent contractors employed by the Association, excepting the Unit Assignor or Assignors; and shall negotiate, on behalf of the Unit, subject to the control of the Board of Directors, all contracts and agreements between persons, entities and organizations which contract or desire to contract with the Unit. The President shall conduct the general and executive management of the Unit and shall perform the duties usually incident to the office of the President, subject to the control of the Board of Directors.

SECTION 3: VICE PRESIDENT

The Vice President shall exercise all powers of the President in his or her absence, subject to the control of the Board of Directors.

SECTION 4: SECRETARY

The Secretary shall handle all correspondence, record the proceedings of all regular, special and annual meetings of the Unit and the Board of Directors, store and maintain said records as directed by the Board of Directors, give notice of meetings and other notices as required by these Bylaws and law, maintain the files of the Unit, serve as Registered Agent of the Unit, and in general perform all duties incident to the Office of the Secretary, subject to the control of the Board of Directors.

SECTION 5: TREASURER

The Treasurer shall have charge of the business, administrative affairs, and property of the Unit; shall keep detailed accounts of the Unit in a suitable manner, liquidate all bills against the Unit, collect all debts owed to the Unit, and report in writing the state of finances of the Unit at all meetings of the membership, the Board of Directors, and whenever required by the President or by at least five members of the Board of Directors; shall have custody of all funds of the Unit; when necessary and proper, shall endorse on behalf of the Unit all negotiable instruments and shall deposit same to the credit of the Unit in such bank, banks, or other depositories as the Board of Directors may designate; and shall perform all acts incident to the Office of Treasurer, subject to the control of the Board of Directors. The Treasurer may, subject to approval by the Board of Directors, hire a Bookkeeping Unit to assist him in the performance of his duties, the costs of which shall be paid by the Unit.

SECTION 6: COMMISSIONER

The Commissioner shall supervise the Unit Assignor or Assignors, and shall serve as the primary liaison with those persons, entities and organizations mentioned in Article 1, Section 3.

SECTION 7: REMOVAL

SECTION 8: COMPENSATION

No officer or member of the Board of Directors shall receive any compensation for any service rendered to or on behalf of the Unit. However, the officer or Board member may be reimbursed for expenses incurred in the performance of his duties or incurred to promote and conduct the business of the Unit.

SECTION 1: APPOINTMENT OF COMMITTEES

The Board of Directors may appoint such committees as it deems necessary or appropriate to advance the work and well-being of the Unit. There shall be a Nominating Committee, an Audit Committee, and a Rules and Discipline Committee. Each committee shall have those powers specifically assigned to it by the Board of Directors and/or these Bylaws.

SECTION 2: NOMINATING COMMITTEE

A Nominating Committee shall be appointed not later than November 1 of each year. The Committee shall consist of two active members of the Unit, at least one of which shall be a member of the Board of Directors. The Committee shall seek out nominees and examine the qualifications of candidates for each vacancy expected to exist at the Annual General Membership Meeting to be held in December, and shall report its finding to the Board of Directors not later than December 1st.

SECTION 3: AUDIT COMMITTEE

The Audit Committee shall audit the Unit’s books, records and papers within three months following the Unit’s federal tax filing date, and within three months following the appointment of a new Treasurer. The Committee shall report its findings to the Board of Directors at the next meeting of the Board, and to the membership at the next Annual General Membership Meeting. The Committee shall consist of three active members of the Unit, one of which shall be a member of the Board of Directors and two of which shall be active members of the Unit.

SECTION 4: RULES AND DISCIPLINE COMMITTEE

The Rules and Discipline Committee shall conduct hearings and make recommendations to the Board of Directors on all allegations of misconduct or breach of the United States Soccer Federation’s Referee Code of Ethics, which is hereby adopted as the Unit’s Code of Ethics. The Committee may also be tasked by the Board of Directors with providing advice, assistance, and training to the membership, to soccer associations, and to individuals, businesses and associations contracting with the Unit, concerning the Laws of the Game.

SECTION 1: OFFICES

The offices of the Unit shall be located in the Commonwealth of Virginia. The Unit may also maintain offices at such other place or places as the Board of Directors may direct.

SECTION 2: ANNUAL MEETINGS OF THE UNIT

The annual meeting of the Unit shall be held during the month of December, and shall be for the purpose of electing the President, Vice President, and Directors, and the transacting of such other business as may be properly before the meeting.

SECTION 3: SPECIAL MEETINGS OF THE UNIT

Special meetings of the membership may be called at any time by the President, and whenever the Secretary is requested to do so by at least five Directors, and shall be called at the written or e-mailed request of 10% of the active Unit membership.

SECTION 4: NOTICE FOR MEETINGS OF THE UNIT

Notice of each meeting of the members, whether annual or special, stating the date, time and place, shall be given personally, by mail to the last known mailing address, or by e-mail to the last known e-mail address, not less than ten days nor more than sixty days before the meeting. Notice of a special meeting shall state the purpose or purposes for which the meeting is called.

SECTION 5: QUORUM

Those members of the Unit attending a meeting properly called, including any proxies, shall constitute a quorum capable of transacting all business properly brought before the meeting.

SECTION 6: ANNUAL MEETING OF THE BOARD OF DIRECTORS

The annual meeting of the Board of Directors shall follow the annual meeting of the members.

SECTION 7: SPECIAL MEETINGS OF THE BOARD OF DIRECTORS

Special meetings of the Board of Directors may be called by the President, or whenever the Secretary is requested to do so by at least three Directors. The date of the meeting shall be determined by the requesting party. The President shall set the time and location of the meeting. At least three days’ notice shall be given by the Secretary to all Directors, either in person, by telephone, or by e-mail to the Director’s last known e-mail address.

SECTION 8: NOTICE OF DIRECTORS' MEETINGS

Annual or regular meetings of the directors may be held upon seven days’ notice of the date, time and location of the meeting to all Directors. Attendance by any Director at any meeting, annual, regular, or special, shall be deemed a waiver of notice thereof, unless in attending, the Director’s sole purpose is to object to the holding of the meeting. Notice shall be given by the Secretary to all Directors, either in person, by telephone, or by e-mail to the Director’s last known e-mail address.

SECTION 9: QUORUM

A quorum of the Board of Directors shall consist of 4 Directors.

SECTION 1: ELIGIBILITY

Each active member and associate member shall be entitled to vote and shall be eligible for election to any Unit position.

SECTION 2: NUMBER

A majority vote of the members present shall govern in all matters properly brought before the meeting except in case of amendment to the Bylaws in which case a vote of two-thirds of those present shall be required. For an elective office, the nominated candidate receiving a majority of the votes for each office shall be declared elected. If no nominee receives a majority of the votes on the first ballot, a second ballot shall be conducted with only the two nominees receiving the greatest number of votes on the first ballot being considered.

SECTION 3: MULTIPLE ELECTIONS

In the event of multiple elections, for example, should more than one Board Member be elected at one time for the same term, the nominees with the highest number of votes shall be elected regardless of whether they have obtained a majority. In the case of multiple elections, each voting member shall have that number of votes equal to that number of positions to be filled, but can cast only one vote per nominee.

SECTION 4: PROXIES

Each Director is entitled to vote in person or by proxy at all meetings of the Board of Directors. Each member is entitled to vote in person or by proxy at all membership meetings. All proxies shall be either executed in writing and filed with the Unit Secretary or delivered by e-mail to the Unit Secretary, or in his absence any Board Member, prior to the meeting at which the proxy may be used. No proxy may be used for more than one meeting, except that should the meeting be continued, the proxy may be used at the continued meeting.

SECTION 1: PROCEDURAL RULES

All meetings of the Unit and of the Board of Directors shall be conducted in accordance with Robert’s Rules of Order.

SECTION 2: ORDER OF BUSINESS

At all meetings of the Unit and of the Board of Directors, the order of business so far as the character and nature of the meeting may permit, shall be as follows: Roll Call; Discussion and Approval of Minutes of the Previous Meeting; Acknowledgment of Correspondence and Report of the Secretary; Report of the President; Report of the Treasurer; Report of the Commissioner; Report of the Standing Committees; Report of the Special Committees; Unfinished Business; New Business; Good of the Game; and Adjournment.

SECTION 1 – WHO MAY BE INDEMNIFIED

The Unit shall indemnify each director, officer, employee, independent contractor, or agent (any of which is hereinafter referred to as an “indemnee”) against liabilities (including judgments and fines and reasonable attorney’s fees, costs, and expenses) incurred by him in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (any of which is hereinafter referred to as a “proceeding”), to which he may be made a party by reason of his being or having been a director, officer, employee, independent contractor, or agent of the Unit, except in relation to any proceeding in which he has been adjudged liable because of willful misconduct, bad faith, or gross negligence involved in the conduct of his office, or in relation to any criminal proceeding in which he had reasonable cause to believe his conduct was unlawful (any of which behavior is hereinafter referred to as “misfeasance”), provided, however, that even if he is guilty of misfeasance he shall be entitled to such indemnification as shall be finally ordered by a court.

SECTION 2 – MISFEASANCE

In the event of the disposition of any proceeding in which no determination of misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the indemnee acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determination shall be made by:
the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, or independent legal counsel in a written opinion if such a quorum is not obtainable, or even if obtainable, if a majority of directors who were not parties to such proceeding so directs. Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any indemnee. If the determination is to be made by the Board of Directors, it shall rely, as to all questions of law, on the advice of independent counsel.

SECTION 3 – APPLICATION

Expenses incurred in defending any proceeding may be paid by the Unit in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding section, upon receipt or an undertaking by or on behalf of the indemnee to repay such amount unless it shall ultimately be determined that he is entitled to indemnification. Every reference herein to an indemnee shall include every indemnee of the Unit, and in all such cases, the heirs, executors, administrators and assigns of such indemnee. The right of indemnification hereby provided shall not be exclusive of any other right to which any indemnee may be entitled. It is the intent of this Article that all indemnification allowed by the Code of Virginia be available at the discretion of the Board of Directors.

SECTION 1: CONSTRUCTION

In the event of a conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. In the event of a conflict between these Bylaws and the Unit’s policies and procedures, these Bylaws shall control.

SECTION 2: REGISTERED AGENT AND REGISTERED OFFICE

The Unit shall have and continuously maintain in the Commonwealth of Virginia a registered office and a registered agent whose office is identical with such registered office. The registered agent of the Unit shall be the Unit’s Secretary unless otherwise appointed by the Board of Directors. The registered office shall be the business office or residence of the registered agent. The principal office of the Unit shall be either the residence or business office of the Secretary.

The foregoing Bylaws were duly adopted by the membership of DC/NOVA Referee Unit, Ltd. and became effective on the 21st day of September, 2006, at which time all previous Bylaws were repealed.