BYLAWS - AMENDED DEC 2009 Amended sections are in red

PENINSULA SOCCER OFFICIALS ASSOCIATION

January 10, 2003

ARTICLE I - GENERAL

The name of the association shall be "PENINSULA SOCCER OFFICIALS ASSOCIATION" hereinafter called PSOA.

1.    OBJECTIVES

The objectives of the PSOA shall be to:

A.   Promote the game of soccer and the understanding of the rules of soccer;

B.   Promote a sense of fair play and sportsmanship amongst all the participants of the game.

C.   Recruit, train, and test, and allocate referees for organizations requesting the services of soccer officials;

D.   Improve the standard of refereeing and the status of referees by educating its members in the approved mechanics of officiating; uniform interpretation and application of the rules of play.

E.   Promote a closer relationship between referees, soccer associations, and other interested parties;

F.    Engage in any other lawful purpose that supports its primary purpose.

2.    POLICY

This association shall be non-sectarian, non-partisan, non-profit, and non-union. No actions or programs may be initiated or undertaken (now or in the future) in conflict with the Bylaws or policies of PSOA.

3.    LEGAL STATUS

PSOA is incorporated as a non-profit corporation under the provisions of Title 13.1 of the Code of Virginia. Members who officiate, assign, or assess matches of PSOA operate as independent contractors.

4.    REGISTERED OFFICE

The registered office of the PSOA shall be that of the home of the Secretary of PSOA.

5.    QUORUM

A quorum of the membership shall consist of one more than one-third (33 1/3%) of those eligible to vote. A quorum of the Executive Committee is a simple majority of the elected officers. A quorum of any other committee for voting purposes is a simple majority of the members of the Committee. If within one-half hour from the time appointed a quorum is not present, the meeting shall be adjourned.

6.    FISCAL YEAR

The fiscal year shall correspond with the calendar year.

ARTICLE II - MEMBERSHIP

1.    CLASSES OF MEMBERSHIP

A.   Active Membership:

Active members are currently registered referees, instructors, assessors or assignors that have reached their 18th birthday. This class of membership has voting privileges.

B.   Youth Membership:

Youth members are currently registered referees that have not reached their 18th birthday. This class of membership does not have voting privileges.

C.   Associate Membership:

Associate members are people awaiting registration as a referee; and people who, though they do not wish to officiate, have a desire to promote the purposes of PSOA. This class of membership does not have voting privileges.

D.   Honorary Associate Membership:

Honorary Associate members are distinguished persons whose contribution to the sport of soccer has shown them to be worthy of this honor. These members are nominated by the Executive Committee and approved by the membership. This class of membership does not have voting privileges.

E.   Life Membership:

Life members may be recognized in appreciation of services rendered to PSOA, upon nomination by any member to the Executive Committee, and with the approval of the membership at the Annual General Meeting or any other membership meeting specifically called for this purpose. This class of membership has voting privileges. This class of membership is exempt from annual membership dues.

2.    DUTIES, RIGHTS AND PRIVILEGES OF MEMBERSHIP

A.   All members agree to pay annual PSOA membership dues and any special assessments that may be levied. Life members are exempt from paying dues and special assessments.

B.   All members agree to comply with the PSOA Bylaws.

C.   Members shall receive fees for services rendered. The amount of such compensation shall be determined through negotiations between PSOA and the organization under whose authority the match is being played.

D.   Members may submit any suggestion or complaint regarding the management of PSOA to the Executive Committee. Any suggestion or complaint regarding the Executive Committee, or of a confidential nature, may be made personally to the President.

E.   Members shall act in a professional and responsible manner when representing PSOA.

F.    Members shall wear the uniform, including badge, appropriate for the match being officiated. Uniforms shall be kept clean, in good repair, and properly worn so that the official's appearance will not discredit the official or PSOA.

G.   Members shall arrive at the assigned site no later than fifteen (15) minutes prior to the scheduled match time.

H.   Members shall promptly report by phone all game incidents or unusual circumstances to the President, and/or league assignor, and/or appropriate USSF or VHSL official. A subsequent written report may be required for:

1.    Assault or abuse by or of a referee or assistant referee;

2.    Ejection of a coach or other team official;

3.    Incidents of serious foul play or violent misconduct;

4.    Abandoned or terminated matches;

5.    Unsatisfactory field conditions; or,

6.    Unsatisfactory performance by fellow officials.

I.      Members shall notify the respective assignor as soon as possible if unable to officiate an assigned match and provide reason(s) for the unavailability

J.    Members shall obtain adequate personal risk, accident, medical, liability, and other types of insurance. Acceptance into PSOA membership shall be considered an acknowledgement that a member will not hold PSOA responsible for any incident that may befall the member.

K.   Members shall repay any overpayment of dues or fees.

L.    Members shall attend training sessions as required by USSF or the National Federation. Members are encouraged to attend additional hours of training a year. Failure of members to attend training may result in actions to be determined by the Executive Committee.

M.   Members are entitled to all rights of membership not expressly prohibited by law, regulation, bylaws or other PSOA procedures.

N.   Members are to be given upon request a copy of the current Bylaws.

3.    CESSATION OF MEMBERSHIP

Membership in PSOA ceases upon resignation, disciplinary action, lapsing, (defined as a lack of activity within PSOA) or a failure to pay dues for one calendar year.

4.    REINSTATEMENT OF MEMBERSHIP

A.   Resigned or lapsed membership may be reinstated by payment of current dues and any payments owed PSOA at the time the membership ended.

B.   Membership terminated by disciplinary action may be reinstated upon approval of the Executive Committee and payment of current dues and any payments owed PSOA at the time membership ended.

ARTICLE III -OFFICERS

1.    ELECTION OF OFFICERS

A.   Nominations for election to office shall come from a Nominations Committee. The President, with the approval of the Executive Committee, shall appoint the Nominations Committee Chair. A list of all candidates who are interested and qualified shall be given to the Secretary no later than ten (10) days prior to the Annual General Meeting.

 

B.   The Secretary will prepare, in coordination with the Treasurer, a list of vote-eligible members no more than 30 days prior to the Annual Membership meeting. The list will be used to sign in vote-eligible members at the Annual Membership meeting, and provide each vote-eligible member a ballot to cast their votes. Vote-eligible members who have received a proxy appointment document (See Article VII) will present the appointment document to the Secretary and will be provided a ballot for each proxy appointment document that is validated by the Secretary and Nominations Committee Chair.

 

C.   Other nominations may be taken from the floor during the elections.

 

D.   Election to office shall be by a simple majority vote of the required quorum. Secret ballots will be used for all contested elections. A floor vote will be dispensed with if there is only one candidate for an office.

 

E.   Procedures for Member at Large selection

1.    If the required number of nominees does not receive a simple majority, then another vote shall be immediately conducted and the ballot shall exclude any nominee who received a simple majority. This process shall be repeated until the required number of Members at Large has been elected.

2.    If on any vote, no nominee receives a simple majority, then the nominee with the fewest number of votes shall be removed from the ballot, and another vote shall be immediately conducted. This process shall be repeated until a nominee receives a simple majority. If the required number of Members at Large has not been elected, then the process will continue according to article III.1.E.1.

3.    If at any point in the process, two or more candidates are tied for the last remaining seats, and they have received a simple majority, then the process shall proceed according to article III.1.F.

 

F.    Tie Breaking Procedures: In the event of a tie for all offices the following procedures shall apply:

1.    All nominees not tied will be dropped from the ballot, and another vote shall be taken immediately. This process is continued until a nominee receives a simple majority of the vote, or until all remaining nominees are tied.

2.    If all of the nominees are tied, then each nominee will be given an opportunity to address the membership, and then another vote shall be taken.

3.    If two nominees are still tied then the winner shall be decided by a coin toss. In the event that more than two nominees are tied, the winner shall be selected by drawing straws.

G.   No less than thirty (30) days prior to the Annual General Meeting all members shall receive written notification of the elections.

2.    EXECUTIVE COMMITTEE

A.   Shall be composed of elected and appointed officers. The Executive Committee shall meet at least six times per year and at other times as called by any member the Executive Committee. No official business of PSOA shall be conducted unless at least a simple majority of the elected officers participate in the meeting or conference call. The Executive Committee will serve as the Board of Directors in accordance with the Articles of Incorporation.

B.   The management of the activities of PSOA shall be vested in the Executive Committee. In addition to the powers and authorities granted by the Bylaws or otherwise expressly conferred by the membership, the Executive Committee may exercise all such powers and perform all such acts as needed including but not limited to allocation of game assignments and resolution of disputes.

C.   Shall appoint committees and committee chairs as needed to serve the purposes of PSOA.

D.   Shall accept or reject contracts and other documents presented by the President;

E.   Shall make available the books, membership lists, and records of PSOA so that they may inspected by any Active or Life member within thirty (30) days of such request.

F.    Shall adopt such policies and procedures as deemed necessary for the operation of PSOA which are not in conflict with the Bylaws or Articles of Incorporation.

G.   Shall serve as the final area of resolution of disputes and disciplinary proceedings.

3.    ELECTED OFFICERS,

The elected officers shall be: President, Vice-President, Director of Referee Development, Director of Assessment, Secretary, Treasurer, Public Relations, and one Member-at-Large for every fifty (50) active and life members, or fraction there of, of PSOA on December 1 of the year preceding the election.

4.    APPOINTED OFFICERS

The appointed officers shall be: Youth Representative, VHSL Commissioner, Past President, and all League and Tournament assignors. Officers shall be appointed within thirty (30) days of elections of elected officers.

5.    EXECUTIVE COMMITTEE VOTING PRIVILEGES

Only elected officers have voting privileges in the Executive Committee, except that the President shall cast only tie-breaking votes.

6.    TERMS OF OFFICE

A.   The term of office for elected officers shall begin at the close of voting at the Annual General Meeting and last until the elections at the next Annual General Meeting.

B.   Appointed officers serve for one year and they may be reappointed an unlimited number of successive terms, except as follows:

1.    Past President that may change when a new President is elected.

2.    Youth Representative will not be reappointed to successive terms after the term in which they reach their 18th birthday.

3.    Assignors will only be considered board members for the time they are actively assigning. They will be appointed for a season or tournament as designated by the Executive Committee.

7.    VACANCY OF OFFICES

A.   Vacancies may occur due to written resignation or removal. Resignations must be in writing and approved by the Executive Committee.

B.   The Executive Committee may remove from office any elected officer absent from three (3) consecutive Executive Committee meetings.

C.   PSOA membership may by two-thirds 2/3rd majority vote of a quorum remove any elected officer with or without cause at a membership meeting specifically called for that purpose.

D.   Unexpired terms of office will be filled by appointment within thirty (30) days of the vacancy. Appointments to vacant offices will be recommended by the President and approved by the Executive Committee.

8.    GENERAL QUALIFICATIONS FOR OFFICERS

A.   All officers must be Active or Life members, with the exception of the Youth Representative who must not have reached their 18th birthday prior to their appointment.

B.   Officers shall not hold more than one elected office at the same time.

C.   Officers should not hold conflicting board positions in client organizations. Officers with conflicting positions may be prohibited from voting on issues pertaining to those client organizations as agreed by the Executive Committee.

D.   Only one member of any immediate family may hold a position as an elected officer.

9.    DUTIES OF OFFICERS

A.   The President shall:

1.    Preside over all meetings of PSOA and the Executive Committee.

2.    Cast only a tie-breaking vote on matters before the Executive Committee.

3.    Recommend individuals for appointed officers, vacated offices and committee chairs for approval of the Executive Committee as provided in these Bylaws.

4.    Be responsible for contract negotiations and contract performance, and maintain copies of all contracts.

5.    Pass or cause to pass files to successor officers or committee chairs within ten (10 days) of change of officers or committee chairs.

6.    Be an ex-officio (non-voting) member of all committees except the Nominations Committee.

7.    Represent PSOA and be responsible for any functions not specifically covered by the Bylaws.

B.   The Vice President shall:

1.    Assume all the duties assigned to the President in the President's absence.

2.    Become president in the event of a vacancy in that office.

3.    Perform additional duties assigned by the President.

C.   The Director of Referee Development shall:

1.    Be either a currently certified instructor or assessor.

2.    Chair the Referee Development Committee.

3.    Will maintain a library of instructional materials.

4.    Appoint, with the executive committee's approval, a Director of Instruction. He/she may appoint him/herself to this position.

a.    Director of Instruction (may also be Director of Referee Development).

i.      Will be appointed by the Director of Referee Development with approval of the executive committee and must be a USSF certified instructor.

ii.    Will plan and supervise training for all referees, instructors, and referee candidates.

5.    Serve as a principle source for PSOA for the interpretation of the laws or rules of the game.

6.    Provide training for any interested clubs or other organizations as able.

7.    Report annually on the status of training of PSOA referees.

8.    Perform any additional duties assigned by the President.

D.   The Secretary shall:

1.    Give timely notice of all meetings of PSOA to all members entitled to such notice.

2.    Keep minutes of all meetings of PSOA.

3.    Act as custodian of the minute books and correspondence files.

4.    Maintain a list of membership.

5.    Receive all proposed changes to the by-laws and act as the custodian for current PSOA by-laws.

6.    Prepare an annual report to be presented at the Annual General Meeting, and

7.    Perform any additional duties appointed by the President.

E.   The Treasurer shall:

1.    Keep or cause to be kept full and accurate accounts of all receipts and disbursements of PSOA funds.

2.    Be responsible for the deposit of all funds and other valuable effects in such depositories as directed by the Executive Committee.

3.    Disburse or cause to be disbursed the funds of PSOA as directed by the Executive Committee.

4.    Bill or cause to be billed contracting organizations for services rendered.

5.    Provide or cause to be provided individual and organizational financial information as required by law or regulation.

6.    Render a financial statement and produce bank statements whenever required by the Executive Committee.

7.    Be the custodian of the financial books of PSOA.

8.    Sign association checks in performance of their duties.

9.    Prepare an annual report to be presented at the Annual General Meeting.

10. Prepare a financial report to be presented at every Executive Board Meeting

11. Perform additional duties appointed by the President.

F.    The Public Relations Officer shall:

1.    Publish or caused to be published announcements of membership meetings and training classes.

2.    Promote the activities of PSOA with other soccer organizations.

3.    Coordinate activities of PSOA with other local, state, regional, and national soccer or soccer referee organizations.

4.    Report the functions and achievements of PSOA and PSOA members to the local media.

5.    Prepare an annual report to be presented at the Annual General Meeting,.

6.    Perform additional duties assigned by the President.

G.   The Member(s)-At-Large shall:

1.    Represent the general membership.

2.    Shall serve their full term and not be removed from office solely based on a decrease in PSOA membership, and

3.    Perform additional duties assigned by the President.

H.   The Youth Representative shall:

1.    Represent the youth membership to the Executive Committee.

2.    Perform any additional duties assigned by the President.

I.      The VHSL Commissioner shall:

1.    Be a currently registered VHSL referee.

2.    Perform the duties and assume the responsibilities as defined in the VHSL Handbook and VHSL Sports Official Handbook.

3.    Be familiar with the VHSL handbooks.

4.    Act as a liaison between PSOA, VHSL, and contracting schools.

5.    Provide VHSL classification information to VHSL referees and assignors.

6.    Prepare an annual report to be presented at the Annual General Meeting, and

7.    Perform additional duties assigned by the President.

J.    Director of Assessments shall.

1.    Be either a currently certified instructor, assessor, senior referee or senior emeritus referee.

2.    Be responsible to the executive committee for the assessment program on all leagues, and coordinate them accordingly with each league assignor.

3.    Be responsible to the executive committee for the development of mentor programs.

4.    Appoint, with the executive committee's approval, a Mentorship Director. He/she may appoint him/herself to this position.

5.    Will provide referee assessor assignments to accomplish PSOA objectives.

6.    Will maintain a record of all PSOA assessments.

7.    Will provide input to the Referee Development Committee on referee programs.

8.    Report annually on the status of assessments of PSOA referees.

9.    Perform additional duties assigned by the President.

K.   The Past President shall:

1.    Provide advice to the Executive Committee.

2.    Be the immediate Past President.

3.    Be a vacant office if there are no qualified candidates, and

4.    Perform additional duties assigned by the President.

L.    The Assignor(s) shall:

1.    Assign appropriately qualified officials to contracted matches.

2.    Coordinate with the Director of Referee Development assignments for assessment purposes.

3.    Work with the Treasurer to insure proper billing for services rendered.

4.    Provide information to the Executive Committee as requested.

5.    Provide copies of contracts with the organizations they assign to the president and be familiar with these contracts.

6.    Identify when contracts are eligible for renewal and conditions under which the contract may be renewed or renegotiated.

7.    Be familiar with the contracts under which they are assigning.

8.    Prepare an annual report to be presented at the Annual General Meeting, and present monthly reports to the organization during the season's they are assigning.

9.    Perform additional duties assigned by the President.

ARTICLE IV COMMITTEES

1.    NOMINATIONS COMMITTEE

A.   The Chair of the Nominations Committee shall be recommended by the President and approved by the Executive Committee no less than forty- five (45) days prior to the Annual General Meeting.

B.   The Chair of the Nominations Committee will appoint a Director of Elections (which may be the Chair) who shall not be a candidate for any elected office.

C.   The Nominations Committee will be comprised of as many members as necessary to poll the membership about candidates for elected offices and ascertain the required qualifications of all candidates.

D.   The Nominations Committee will provide a list of candidates to the Secretary no less than ten (10) days prior to the Annual General Meeting.

E.   The Nominations Committee will collect and verify all proxy votes of the membership.

F.    The Nominations Committee will run the elections at the Annual General Meeting.

G.   The Nominations Committee may provide assistance as requested by the President for recommending eligible candidates for appointed offices.

2.    REFEREE DEVELOPMENT COMMITTEE

A.   Shall be chaired by the Director of Referee Development and consist of the Director of Instruction, Director of Assessments, all league assignors, VHSL Commissioner and the youth representative to the executive board.

B.   As a minimum shall meet before the spring and fall soccer seasons, prior to the spring high school season, and prior to the winter PASL season and any other time called by the chair.

C.   Shall develop and run a mentorship program for both up and coming referees and youth referees

D.   Shall have as it's primary mission the development of referees by insuring they work game levels that will progress them as referees.

E.   Shall advise assignors on the suitability of referees for differing levels of competition.

F.    Shall develop a program of instruction to be presented at each PSOA meeting.

G.   Shall develop a program of ongoing assessment of PSOA referees and will review the assessments to determine appropriate level of contests for referees

H.   Shall develop and sustain a program of referee recruitment

3.    OTHER COMMITTEES

A.   Committees may be formed, as required, at the discretion of the Executive Committee.

B.   Such committees may include: Discipline; Appeals and Grievance; Recognition and Awards; Bylaws and Rules; Finance; Membership; Evaluation; Newsletter; Audit; Special Projects; and any other committees as needed.

C.   Unless otherwise designated by the Executive Committee or these Bylaws, committees shall have at least three members in addition to the President.

D.   The President shall recommend the Chair to the Executive Committee for their approval. The Executive Committee shall approve the additional members of the committee. The additional members shall be recommended by agreement of the Chair and the President.

E.   The President is a non-voting member of all committees except Nominations.

F.    The Executive Committee will designate the length of existence of each committee when the committees are formed.

G.   Chairs serve lengths of terms at the discretion of the Executive Committee.

ARTICLE V - MEETINGS

1.    MEETINGS OF THE MEMBERSHIP:

A.   Will be held no less than six times per calendar year and as often as the business of the membership requires;

B.   Meetings called for specific purposes shall require written notification to the membership no less than fourteen (14) days in advance of the meeting with the specific purpose stated in the notice unless the meeting is called for the purpose of changing the Bylaws that requires a twenty-one (21) day written notification;

C.   A request for a membership meeting made in writing by request of 25% of eligible voting members will be called by the Executive Committee within thirty (30) days of receipt of that request by any elected officer.

D.   Written notification of meetings will specify the date, time, location and nature of business.

E.   Notices of meeting are served on the day of postmark or other means of transmission that may be verified.

2.    MEETINGS OF THE EXECUTIVE COMMITTEE

Meetings of the Executive Committee will be held no less than six times per calendar year and as often as the business of the Executive Committee requires. The Secretary shall notify all Executive Committee members of these meetings in writing no less than seven (7) days in advance except under extraordinary circumstances as identified by the President.

3.    THE ANNUAL GENERAL MEETING

The Annual General meeting will be held in January each calendar year unless changed by a vote of the Executive Committee. The date and venue of this meeting will be mailed to the entire membership no less than thirty (30) days prior to this meeting.

4.    COMMITTEE MEETINGS

Committee meetings shall be held when called by the Chair. Committees shall provide a report of their activities to the Secretary.

ARTICLE VI -FINANCES

1.    Dues

A.   Dues are deducted from the first paycheck of members from the first paycheck provided the dues do not exceed the amount of the check.

B.   Life members are exempt from paying annual membership dues.

C.   Any modification to annual dues requires written notification to members and approval by a majority vote at the Annual General meeting or any other meeting specifically called for that purpose.

D.   Annual dues are based on the calendar year.

2.    SPECIAL ASSESSMENTS

Special assessments may be collected from any and all classes of members in order to meet foreseen or unforeseen needs. Special assessments require a minimum thirty (30) day notification to members and approval by membership at a membership meeting specifically called for this purpose.

3.    FUNDS

PSOA funds shall be deposited into a bank(s) or other depository designated by the Executive Committee. The institution must have Federal depository insurance.

4.    EXPENDITURES

A.   PSOA funds or other assets may only be expended for the operation, development, improvement, and social activities of PSOA.

B.   Any member of PSOA is entitled to reimbursement of part or all expenses incurred in the performance of duties for or on the behalf of PSOA. The Executive Committee must previously authorize these expenses. All claims for reimbursement shall be submitted within ninety (90) days of completion of such duties and be supported with appropriate documentation.

C.   The President may approve expenditures of up to $50.00 in any one transaction, and all such transactions shall be presented to the Executive Committee.

D.   All expenditures will be paid with PSOA checks.

5.    AUDITS

Financial records shall be audited at least annually by the membership or by a committee appointed by the Executive Committee. The Executive Committee may appoint an auditor who shall not a member of PSOA to audit the financial records as it deems necessary. The Executive Committee may request special audits at any time for any reason.

6.    FINANCIAL REPORTS

Reports to the Membership

A.   The Treasurer shall make a written report to the membership at the Annual General Meeting and other times as requested by the Executive Committee or as required by law or regulation as to the financial position of PSOA.

B.   The report shall contain a Balance Sheet, information on income and expenditures, and other information about the accounts as well as a notarized statement as to whether the report represents a full and fair view of PSOA's affairs.

7.    REPORTS TO THE EXECUTIVE BOARD

The Treasurer shall prepare a report for each executive board meeting that shows income, account balances, and any other information he or she deems necessary for the board to review.

8.    FINANCIAL REPORTS TO OTHER ENTITIES

The Treasurer shall prepare or be responsible for the preparation of all reports as required by law or regulation. Financial reports shall not be released under any other circumstances unless approved by the Executive Committee.

9.    BORROWING POWERS

Borrowing powers of PSOA may only be exercised by special resolution of the membership at the Annual General Meeting or any membership meeting specifically called for that purpose.

ARTICLE VII -VOTING PROXIES

1.    MEMBERSHIP MEETINGS

Members of those classes eligible to vote may appoint proxies in the event that they will be unable to attend the meeting. Proxies must be documented as follows:

 

A. Designate a vote-eligible member as the proxy

 

B. Designate a vote-eligible member as an alternate proxy if necessary

 

C. For each ballot issue, direct the proxy to either -

1.    Vote expressly as directed by the member, or

2.    Vote as the proxy deems appropriate.

 

2.    VERIFICATION OF PROXIES AND SUBMITTAL TIMELINES

A.   Proxies shall be submitted electronically to any vote-eligible member prior to the applicable membership meeting.

 

B.   Vote-eligible members receiving proxies shall deliver the proxies to the Secretary prior to the opening of membership meeting for which the proxy has been appointed. If proxies are for election of officers the Secretary will provide all proxies to the Nominations Committee Chairman prior to starting the elections.

 

C.   Number of proxies received will be announced to the membership prior to votes being cast.

 

3.    DURATION AND RECORD OF PROXIES

A. Proxies will be valid only if the person is unable to attend, is properly made, and will only be valid for one meeting.

 

B. Proxy appointment documents will be retained by the Secretary and attached to the minutes of the membership meeting.

ARTICLE VIII - AMENDMENT TO BYLAWS

1.    PROPOSALS

C. Proposals to amend, appeal, repeal, or suspend the Bylaws in whole or in part must be made in writing and submitted to the Executive Committee through the Secretary so as to allow the twenty-one day written notice to the membership. Proposals should contain the propeosr's name(s).

2.    NOTIFICATION TO MEMBERSHIP

D. Any meeting to be used for the purposes of changing the Bylaws requires a twenty-one (21) day written notification to all members. Such notification shall contain the proposed changes.

3.    VOTE REQUIRED

E. A two-thirds majority vote of the membership meeting is required to amend, repeal, or suspend the Bylaws. Votes may be taken on individual changes or on the proposed changes in whole as determined by the Parliamentarian.

4.    PUBLICATION

F. After any changes to the By-laws, the By-laws will be distributed to all members of PSOA.

ARTICLE IX -DISSOLUTION

1.    REQUIREMENTS

G. PSOA may be dissolved at any time by the written consent of no less than two- thirds of the Executive Committee and a two-thirds majority vote at a membership meeting specifically called for this purpose.

2.    DISTRIBUTION OF ASSETS

H. In the event of dissolution of PSOA, all property and assets remaining after creditors have been paid and members paid their referee, assessor assigning fees, and reimbursements for authorized expenditures, shall be distributed to a nonprofit, charitable, 501 C 3 corporation as defined by the Internal Revenue Service Code. This corporation will be selected by a vote of the membership. In no event shall any such assets or property be distributed to any member or individual except as outlined above.

3.    DUTIES OF OFFICERS

I. The officers at the time of dissolution will be responsible for notifying the proper entities of the dissolution, completing, and filing all paperwork as may be required by law or regulation in a timely manner.