The Bylaws of the Vermont Soccer Officials Association
Approved by Member Vote at Annual Meeting Aug. 9, 2014
Amended by the Executive Board Nov. 3, 2014
Amended by the Executive Board Nov. 8, 2015
Article 1. Name
The name of the corporation shall be “Vermont Soccer Officials Association”, hereafter referred to as VSOA.
Article 2. Purposes
The purposes of VSOA shall be to promote the game of soccer, to develop and maintain the highest degree of soccer officiating, to promote the uniform interpretation and administration of the Rules of Soccer by all officials, to encourage the spirit of fair play and sportsmanship, to have available at all times an adequate number of thoroughly trained, capable officials, and to cooperate with all organizations officially connected with the game of soccer.
Article 3. Office
The registered office of VSOA shall be 26 Railroad Avenue, Essex Junction, Vermont.
Article 4. Members
Section 1. Eligibility for Probationary Membership. Individuals who are eighteen years of age or older, pay the annual dues, take the physical fitness test as prescribed by the board of directors, reside in Vermont, pass a written test administered according to rules set forth by the board of directors, and pass a field evaluation according to standards set by the board of directors qualify for probationary membership. Probationary members who successfully complete a one season probationary period and have been accepted by a majority vote of the active members at the next mandatory annual meeting become active members. Individuals transferring from another state may do so on such terms as the board of directors may deem appropriate as long as they are members in good standing of an association of another state and pay VSOA annual dues. Field evaluation and NFHS rules test may be waived for transferring members.
Sectin 2. Active members' annual requirements include dues, attendance at the annual meeting, completion of a physical fitness test approved by the VSOA Board of Directors and the NFHS rules test, and any other requirements mandated by the Vermont Principals' Association. Per Art. 4 Section 10 below, individuals may grieve non-attendance at the annual meeting, but not the fitness test nor the rules test. All dues noted in these Bylaws are non-refundable.
Individuals in other states may be granted VSOA active status on a yearly basis with a letter from that association prior to officiating that season to the Secretary indicating good standing in that state association including attendance at its rules clinic and the successful completion of the NFHS rules exam. Payment of VSOA annual dues is required.
Section 3. Voting Rights. Each active member in good standing shall be entitled to one vote on each matter submitted to a vote of the members.
Section 4. Termination of Membership. The grievance committee, established by the board of directors, shall have the authority, by affirmative vote of two thirds of its members, to suspend or expel a member for cause after an appropriate hearing, and, by a majority of those present and voting at any regularly constituted meeting, to terminate the membership of any member who becomes ineligible for membership, or to suspend or expel any member who shall be in default in the payment of dues for the period. At least 15 days prior written notice of the grievance committee’s proposed action shall be given to the member to be expelled, suspended, or terminated by first class mail to the member’s last address. Said notice shall state the reasons for the action, and shall give the member an opportunity to be heard, orally or in writing, not less than five days before the effective date of the proposed expulsion, suspension, or termination. The grievance committee’s decision after the member’s opportunity to be heard shall be sent to the member’s last address within five days. Any member expelled, suspended or terminated shall have the right to appeal to the board of directors by notice given to the secretary-treasurer within 15 days of the grievance committee’s sending the decision.
Cause for termination of membership may include, but is not limited to, actions contrary to the best interests of soccer and/or that tend to bring VSOA or soccer into disrepute whether or not committed in connection with the member’s duties as a VSOA member.
Section 5. Resignation. Any member may resign by filing a written resignation with the secretary/treasurer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges accrued and unpaid.
Section 6. Inactive Member. An active member may become an inactive member by providing written notice to the secretary at or before an annual meeting. Inactive members shall not have the right to vote, hold office, serve on a committee or officiate. Annual dues shall be half that of an active member’s dues. . Inactive members are not required to meet the following VSOA requirements for active membership: attendance at the annual meeting, and completion of the fitness test and NFHS rules test.
Section 7. Honorary Member. The board of directors may designate an individual who has distinguished him/herself in a leadership role in soccer for a minimum of ten years and who has been an active promoter of soccer in Vermont by two-thirds vote of the board to be an honorary member. Honorary members shall not pay dues and will not have the rights of active members.
Section 8. Life Members. A member who has been active for more than ten years, held VSOA office and/or shown a willingness to serve and follow through on VSOA committee assignments, and has demonstrated professionalism while representing VSOA may by two-thirds vote of the board of directors be designated a life member. Life members shall not pay dues but will have the rights of active members including the right to vote. Life members who actively officiate shall pay for their insurance to the Secretary/Treasurer before Jan. 1 for the following season.
Section 9. Reinstatement. On written request signed by a former and/or inactive member and filed with the secretary, the board of directors, by the affirmative vote of a majority of the board, may reinstate a former and/or inactive member to active membership on such terms as the board of directors may deem appropriate so long as the former and/or inactive member meets current membership requirements. Field evaluation and written test may be waived.
Section 10. Annual Meeting. The annual meeting of the members shall be held in August each year, at a time and place to be announced to the members at least thirty days before by email or other reasonable means, for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. The meeting shall be held at the registered office, unless some other place is specified in the annual meeting notice. The meeting may not take place outside Vermont. Active members are required to attend the annual meeting and such other meetings as required by the board of directors with at least ten days notice. A member who fails to attend the annual meeting shall be fined the amount equal to one varsity high school game fee as referee and be ineligible to officiate in any capacity that season unless he/she pays the fine and sends a letter to the secretary within seven days of the annual meeting. If the letter or fine is not sent to the secretary within seven days of the annual meeting, the member shall be suspended for one year, subject to appeal to the board of directors. If the letter and fine are received, the member shall remain active. If the member seeks to appeal the imposition of the fine, the grievance committee shall review and decide the appeal, subject to appeal to the board of directors. Any member who misses two consecutive annual meetings without an appeal granted shall be expelled from VSOA.
Section 11. Special Meetings. VSOA shall hold a special meeting of members on call of its board or the person or persons authorized to do so by these bylaws; or if at least ten percent of the voting members in good standing sign, date, and deliver to any officer one or more written demands for the meeting describing the purpose or purposes for which it is to be held.
Section 12. Place of Meeting. The board of directors may designate any place within Vermont as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting is otherwise called, the place of the meeting shall be the registered office of the corporation.
Section 13. Notice of Meeting. Written notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be made by email or any other reasonable means, whichever is more convenient for the board of directors, at least thirty days in advance of an annual meeting and ten days in advance of a special meeting.
Section 14. Quorum. At least one-tenth of the total number of members shall constitute a quorum at a meeting of members. If less than one-tenth of the members attend a meeting, a majority of the members present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.
Section 15. Proxies. At all meetings of members, a member may not vote by proxy.
Section 16. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting. In the election of directors, cumulative voting shall not be permitted.
Section 17. Resolutions. All resolutions offered for the consideration of the members shall be presented in writing prior to discussion before the membership.
Section 18. Rules. Meetings of members shall be governed by Robert's Rules of Order, Newly Revised (1990).
Section 19. Dues. Dues for active and probationary members shall be set for each year by a majority vote of the active members at the annual meeting. Dues are to be paid on or before the January 1 following the annual meeting. A late fee of $10 shall be imposed on dues received after January 1 and before February 1. Dues not paid prior to February 1 shall result in the suspension of the member. Suspended members may appeal to the grievance committee. If the appeal is denied, a suspended member may become active upon passing the written test and field evaluation and otherwise satisfying the qualifications of a probationary member or on such terms as the board of directors may deem appropriate. Field evaluation and written test may be waived.
Article 5. Board of Directors
Section 1. Powers: The business and affairs of VSOA shall be managed by the board of directors. The board may appoint committees for any purpose, including an executive committee that may exercise any of the authority of the board.
Section 2. Number, Tenure, and Qualifications: The board of directors of VSOA shall consist of its officers, a rules interpreter, one member at large and the most recent past president. The president shall serve as the chair of the board of directors. The at large director and rules interpreter shall be elected at the annual meeting of members, and the term of office of each director shall be until the next annual meeting of the members and the election and qualification of his or her successor. Directors must be residents of Vermont and must be members of VSOA at the time of their election. Members who are also assignors of VSOA members to NFHS games would not be eligible for any position on the Board of Directors.
Section 3. Regular Meetings: A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after and at the same place as the annual meeting of members. The board of directors may provide, by resolution, the time and place for holding additional regular meetings without other notice than such resolution. Additional regular meetings shall be held at the principal office of the corporation in the absence of any designation in the resolution.
Section 4. Special Meetings: Special meetings of the board of directors may be called by or at the request of the chair or any two directors, and shall be held at the principal office of VSOA or at such other place as the chair may determine.
Section 5. Notice: Notice of any special meeting shall be given at least three business days before the time fixed for the meeting, by written notice delivered personally or emailed to each director or by other reasonable means. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 6. Quorum: A majority of the number of directors fixed in these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors. Any action consented to in writing by each and every director shall be as valid as if adopted by the board of directors at a duly warned and held meeting of the board, provided such written consent is inserted in the minute book.
Section 7. Voting. Any action that is proper for a special meeting may be conducted by written ballot in lieu of a meeting.
Section 8. Removal of absent directors. Directors missing three consecutive regular meetings are deemed removed.
Section 9. Vacancies: Any vacancy occurring in the board of directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
Section 10. Fees and Dues. The board of directors shall establish the annual membership dues and other fees as needed to be assessed from the members.
Section 11. Rules. Meetings of the board of directors shall be governed by Robert's Rules of Order, Newly Revised (1990).
Section 12. Standing Committees. The board shall appoint a chair and members of an Examining Committee, Fees and Dues Committee, Grievance Committee, Scholarship Committee and Nomination Committee.
Article 6. Officers
Section 1. Number: The officers of VSOA shall be a president, vice-president, secretary and treasurer. The offices of secretary and treasurer can be held by the same person. If the positions of secretary and treasurer are held by the same person, that person shall have only one vote on any matter considered by the officers.
Section 2. Election and Term of Office: The vice-president, secretary and treasurer shall be elected by the membership at the annual meeting. If the election is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient.
The vice-president will become president after one year. The president’s term is one year.
Only active members in good standing are eligible to hold office. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her death, resignation, or removal in the manner hereinafter provided. Any vacancy occurring during the year shall be filled by the board of directors.
Section 3. Removal: Any officer or agent elected or appointed by the board of directors may be removed by the board of directors whenever in its judgment the best interests of VSOA would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contract rights.
Section 4. Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.
Section 5. Powers and Duties: The powers and duties of the several officers shall be as provided from time to time by resolution or other directive of the board of directors. In the absence of such provisions, the respective officers shall have the powers and shall discharge the duties associated with such offices. The secretary hall prepare minutes of all meetings of the members and the board, and shall authenticate the records of VSOA upon request.
Section 6. Salaries or Compensation: The salaries or other compensation of the officers may be fixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary or compensation by reason of the fact that he or she is also a director of VSOA. There shall be no right to a salary or compensation and such may not be paid unless the board of directors so orders.
Article 7. Contracts, Loans, Checks, and Deposits
Section 1. Contracts: The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of VSOA, and such authority may be general or confined to specific business.
Section 2. Loans: No loans shall be contracted on behalf of VSOA and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, or Orders: All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness shall be signed by such officer or officers, agent or agents of VSOA and in such manner as from time to time shall be determined by resolution of the board of directors.
Section 4. Deposits: All funds of VSOA not otherwise employed shall be deposited from time to time to the credit of VSOA in such banks, trust companies, or other depositories as the board of directors shall select.
Article 8. Fiscal Year.
The fiscal year of VSOA shall be January 1 to December 31.
Article 9. Waiver of Notice
Whenever any notice is required to be given to any member or director of VSOA under the provisions of law or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice either manually or electronically, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
Article 10. Amendments
These bylaws may be altered, amended, or repealed, and new bylaws may be adopted by the board of directors at any regular or special meeting of the board; provided, however, that the number of directors shall not be increased or decreased nor shall the provisions of Article 4, concerning the members, be substantially altered without the prior approval of two-thirds of the members.
Article 11. Books and Records
VSOA shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having and exercising any of the authority of the board of directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of VSOA may be inspected by any member, or his or her agent or attorney, for any proper purpose at any reasonable time.
Article 12. Dissolution or Sale of Assets
A two-thirds vote of the membership shall be required to sell or mortgage assets of VSOA not in the regular course of business or to dissolve the corporation. Upon dissolution of VSOA, any assets remaining after payment of or provision for its debts and liabilities shall, consistent with the purposes of the organization, be paid over to charitable organizations exempt under the provisions of Section 501(c)(3) of the U.S. Internal Revenue Code or corresponding provisions of subsequently enacted federal law. No part of the net assets or net earnings of VSOA shall inure to the benefit of or be paid or distributed to an officer, director, member, employee, or donor of VSOA.
Article 13. Tax-related Provisions
VSOA shall be subject to and operated in accordance with the following Tax-Related Provisions:
(a) VSOA is organized exclusively for one or more of the purposes as specified in Section 501(c)(3) of the Internal Revenue Code of 1986, and shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under IRC Section 501(c)(3) or corresponding provisions of any subsequent tax laws.
(b) No part of the net earnings of VSOA shall inure to the benefit of any member or director of VSOA or any private individual (except that reasonable compensation may be paid for services rendered to or for VSOA), and no member or director of VSOA or any private individual shall be entitled to share in the distribution of any of VSOA assets on dissolution of VSOA.
(c) No substantial part of the activities of VSOA shall be or include the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by IRC Section 501(h)) or participating in, or intervening in (including the publication or distribution of statements), any political campaign on behalf of or in opposition to any candidates for public office.
(d) In the event of dissolution, all of the remaining assets and property of VSOA shall, after payment of necessary expenses thereof, be distributed to such organizations as shall qualify under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local government for a public purposes, subject to the approval of a Justice of the Supreme Court of the State of Vermont.
(e) In any taxable year in which VSOA may be determined by the Internal Revenue Service, or any court of competent jurisdiction to be a private foundation as described in IRC Section 509(a), VSOA shall distribute its income for said period at such time and manner as not to subject it to tax under IRC Section 4943, and VSOA shall not:
1) engage in any of self-dealing as defined in IRC Section 4941(d);
2) retain any excess business holdings as defined in IRC Section 4943(c);
3) make any investments in such a manner as to subject the organization to tax under IRC Section 4944; or
4) make any taxable expenditures as defined in IRC Section 4945(d) or corresponding provisions of any subsequent Federal tax laws.
(f) VSOA shall operate without discrimination with respect to race, national origin, religion, age (except in connection with limitations on the ages of participants in the sports activities), as permitted by law), color, gender or marital status in relation to any of its activities.