BYLAWS - AMENDED DEC
2009 – Amended sections are in red
SOCCER OFFICIALS ASSOCIATION
January 10, 2003
ARTICLE I - GENERAL
The name of the association shall be "PENINSULA SOCCER
OFFICIALS ASSOCIATION" hereinafter called PSOA.
of the PSOA shall be to:
game of soccer and the understanding of the rules of soccer;
Promote a sense
of fair play and sportsmanship amongst all the participants of the game.
and test, and allocate referees for organizations requesting the services of
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.
closer relationship between referees, soccer associations, and other interested
F. Engage in any other lawful purpose that supports its
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 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.
The registered office of the PSOA
shall be that of the home of the Secretary of PSOA.
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.
The fiscal year shall correspond
with the calendar year.
ARTICLE II - MEMBERSHIP
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
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
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.
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
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
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
2. Ejection of a coach or other team official;
3. Incidents of serious foul play or violent
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
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
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
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
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.
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
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
ELECTION OF OFFICERS
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.
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
nominations may be taken from the floor during the elections.
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.
for Member at Large selection
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.
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
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.
Breaking Procedures: In the event of a
tie for all offices the following procedures shall apply:
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.
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.
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.
No less than thirty
(30) days prior to the Annual General Meeting all members shall receive written
notification of the elections.
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.
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.
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.
EXECUTIVE COMMITTEE VOTING PRIVILEGES
Only elected officers have voting privileges in the
Executive Committee, except that the President shall cast only tie-breaking
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
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
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
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.
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.
DUTIES OF OFFICERS
A. The President shall:
1. Preside over all meetings of PSOA and the Executive
2. Cast only a tie-breaking vote on matters before the
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
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
3. Perform additional duties assigned by the
C. The Director of Referee Development shall:
1. Be either a currently certified instructor or
2. Chair the Referee Development Committee.
3. Will maintain a library of instructional
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
i. Will be appointed by the Director of Referee
Development with approval of the executive committee and must be a USSF
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
8. Perform any additional duties assigned by the
D. The Secretary shall:
Give timely notice of all meetings of PSOA to
all members entitled to such notice.
Keep minutes of all meetings of PSOA.
Act as custodian of the minute books and
Maintain a list of membership.
Receive all proposed changes to the by-laws and
act as the custodian for current PSOA by-laws.
Prepare an annual report to be presented at the
Annual General Meeting, and
Perform any additional duties appointed by the
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
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
8. Sign association checks in performance of their
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
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
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
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
2. Perform any additional duties assigned by the
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
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
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
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
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
4. Perform additional duties assigned by the
L. The Assignor(s) shall:
1. Assign appropriately qualified officials to
2. Coordinate with the Director of Referee Development
assignments for assessment purposes.
3. Work with the Treasurer to insure proper billing for
4. Provide information to the Executive Committee as
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
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
ARTICLE IV COMMITTEES
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
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
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
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
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
C. Unless otherwise designated by the Executive Committee
or these Bylaws, committees shall have at least three members in addition to
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
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
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.
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.
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.
Committee meetings shall be held when
called by the Chair. Committees shall
provide a report of their activities to the Secretary.
ARTICLE VI -FINANCES
A. Dues are deducted from the first paycheck of members
from the first paycheck provided the dues do not exceed the amount of the
B. Life members are exempt from paying annual
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.
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.
PSOA funds shall be deposited into a
bank(s) or other depository designated by the Executive Committee. The institution must have Federal depository
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.
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.
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.
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.
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
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
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
A. Designate a vote-eligible member as the proxy
B. Designate a vote-eligible member as an alternate proxy if
C. For each ballot issue, direct the proxy to either -
expressly as directed by the member, or
as the proxy deems appropriate.
VERIFICATION OF PROXIES
AND SUBMITTAL TIMELINES
Proxies shall be
submitted electronically to any vote-eligible member prior to the applicable
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.
Number of proxies
received will be announced to the membership prior to votes being cast.
DURATION AND RECORD
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
ARTICLE VIII - AMENDMENT TO
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
NOTIFICATION TO MEMBERSHIP
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.
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
After any changes to
the By-laws, the By-laws will be distributed to all members of PSOA.
ARTICLE IX -DISSOLUTION
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.
DISTRIBUTION OF ASSETS
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.
DUTIES OF OFFICERS
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.