MASRA By-Laws

BYLAWS

METROLINA AREA SOCCER REFEREES ASSOCIATION

MASRA

Article I: NAME, PURPOSE, AND OFFICE

Section 1. Name: The name of the Association shall be the Metrolina Area Soccer Referees Association, Inc. (" Association ")

Section 2. Purpose: The Association is a non-profit corporation organized pursuant to the provisions of Chapter 55A of the North Carolina General Statues. The purpose of this Association shall be to train, improve, supervise and furnish competent soccer officials; to foster a high standard of

officiating; to encourage fair play and sportsmanship; and to develop a closer cooperation and better understanding between officials, athletic directors, coaches and players.

Section 3. Office: The office of the Association shall be located at the residence or offices of the Booking Agent, or a location designated by the Board of Directors ("Board").

Article II: MEMBERSHIP

Section 1. Classification: There shall be only one type of membership in the Association, and all Members shall possess the same privileges and responsibilities.

Section 2. Qualification: Any person who is a Member in good standing with the North Carolina Athletic Officials Association and who is honest, worthy of confidence, of good moral character, in good health, and who agrees to abide by the By-laws and other rules and regulations of the Association, shall be eligible for membership.

Section 3. Application: Each applicant for membership must submit a written application to the Booking Agent upon such form as the Membership Committee may require.

Section 4. Approval: All applications received shall be delivered to the Booking Agent, who shall investigate into the background of each applicant as he deems necessary or appropriate. The Booking Agent must present recommended applications to the Membership Committee for their approval. Upon approval and registration with the North Carolina High School Athletic Association

("NCHSAA"), the applicant will become a Member of the Association.

Section 5. Suspension and Expulsion: Any Member may be disciplined, suspended or expelled with notice for delinquency in dues, unethical or immoral conduct, conviction of any crime involving moral turpitude, refusal to work any game assigned or for any other willful violation of these By-laws or

any rule, regulation adopted by the Association. Discipline and suspension will be by the President of the Association on the recommendation of the Chairman of the Membership Committee or on the recommendation of the Booking Agent. Expulsion will be by the President of the Association on the recommendation of the Membership Committee or on the recommendation of the Booking Agent. Any disciplined, suspended or expelled Member may appeal as provided for in Article VII.

ARTICLE III: MEETINGS

Section 1. Time and Place of Meetings: The Association will meet at a time and place selected by the Board.

Section 2. Annual Meetings: The Association will meet once each year to elect officers and directors and committee chairman and committee members and to transact any business which may come before the meeting. The Board shall select the meeting time.

Section 3. Special Meetings: Special meetings of the membership may be called by the President, Booking Agent or a majority of the Members of the Board.

Section 4. Notice of Meetings: Written notice, giving place, date, day and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called, shall be given by mail and/or email, to each Member at each Member's address as shown on the Records of the Association, at least ten days before the date of the meeting.

Section 5. Quorum: A majority of the Members entitled to vote shall constitute a quorum at a meeting of the membership. The Members present at a duly authorized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a

quorum.

Section 6. Voting: Each Member shall be entitled to cast one vote for each Director to be elected to the Board, one vote for each officer to be elected, and one vote for each committee chairman and committee member, and one vote for any other matter coming before the membership. A Member must be present at the meeting to cast a vote.

ARTICLE IV: BOARD OF DIRECTORS

Section 1. General Powers: The Business and affairs of the Association shall be managed by its Board .

Section 2. Number and Qualification: The number of Directors shall be eight. The officers of the Association, President, Vice-President, and Secretary- Treasurer, shall automatically be members of the Board until their deaths, resignations, removal, disqualification, or until their successors are elected

and qualify. The immediate past-president of the Association shall be a member of the Board. The remaining members of the Board shall be the two At Large members, and Chairpersons of the Grievance/Review and Training/Clinic committees. The Members at the Annual Meeting shall elect members of the Board.

Section 3. Nominations: Nominations for Members of the Board shall be submitted by the Nominating Committee. Any Member also may make nominations from the floor at the Annual Meeting.

Section 4. Terms of Office: Members (at-large) of the Board of Directors will serve a three year term, beginning with the one elected in 2006.

Section 5. Ex-officio Member: The NCHSAA Booking Agent shall be an ex-officio member of the Board, but shall not have a vote.

Section 6. Vacancies: A vacancy occurring on the Board shall be filled by a majority vote of the remaining Directors. A Director selected by the Members of the Board to fill a vacancy shall hold office until the next meeting of the membership, at which time the membership shall elect a Director to fill the

vacancy.

Section 7. Compensation: The members of the Board shall not receive compensation for services as Directors. The Association may compensate a Director for services rendered to the Association beyond the scope of his responsibilities as Director. A Director may be compensated for

actual expenses incurred in attending to Association business.

Section 8. Duties: It shall be the duty and responsibility of the Board to adopt such rules and regulations as it deems to be in the best interest of the Association to carry out its purposes and objectives, as set forth in the By-laws.

Section 9. Meetings: The Board shall meet at least annually and more frequently as the Board may decide from time to time. Meetings of the Board may be called by any member of the Board or the Booking Agent.

Section 10. Quorum: Four (4) members of the Board shall constitute a quorum for transaction of business at any meeting of the Board.

Section 11. Informal Action; Any action which may be taken at a meeting of the Board may be taken without a meeting, if written consent to the action is signed by the requisite number of Directors and filed with the minutes of the proceedings of the Board.

ARTICLE V: OFFICERS

Section 1. Number: The Officers of the Association shall consist of a President, Vice-President, and Secretary- Treasurer. These Officers shall serve in the same capacities on the Board and in the management of the Association’s business.

Section 2. Election and Term: The Officers shall be elected by the membership at the Annual Meeting of the Association. The Officers shall be elected for a one-year term. No Officer shall be elected to succeed himself in the same office, but may be elected to a different office. An Officer may be elected to an office previously held, provide the Officer has not held that office for one year prior to their election. Each Officer shall hold office until their death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies. **Term of initial Board members shall be two (2) years as approved by membership upon adoption of these by-laws.

Section 3. Nominations: The Nomination Committee shall submit a list of nominees for each office. Any Member also may make nomination from the Floor at the Annual Meeting of the Association.

Section 4. President: The President shall be the principal executive Officer of the Association and subject to the control of the Board. The President shall supervise and control the management of the Association in accordance with these By-laws. The President shall, when present, preside at all membership meetings and Board.

Section 5. Vice-President: The Vice-President shall perform duties of the President in the in the absence or disability of the President. The Vice-President shall perform other duties as may be assigned to the Vice-President by the President or the Board.

Section 6. Secretary-Treasurer: The Secretary- Treasurer shall perform as the Association's financial Officer and keep records Board meetings and all acts and business transactions of the Board. The Secretary-Treasurer shall control expenditures of the Association's funds and perform other duties as may be assigned by the President or Board. (Note: The Secretary will take the burden off the Booking Agent in having to write up meeting notes, send out notices, as well as produce the newsletter. This function will also keep the association's records independent of the Booking Agent's records.). In addition, the Secretary-Treasurer shall provide an annual audit of the Association financial status at Association Annual Meeting and give all notices required by law and those required per the By-laws.

Section 7. Vacancies: Whenever any vacancies shall occur in any office by death, resignation or otherwise, the unexpired term shall be filled by the Board, and the Officer so elected shall hold office until a successor is chosen and qualifies.

ARTICLE VI: THE BOOKING AGENT

Section 1. Election: Responsibilities: The Booking Agent shall be selected by the Board during the first quarter of the calendar year The Booking Agent, pursuant to the instructions and control of the Executive Committee, shall manage the daily operations of the Association's business. The Booking

Agent will maintain appropriate records of the Membership roster, clinic attendance, game assignments, scrimmages, and any other information required by the NCHSAA and the Association.

The Booking Agent shall keep accurate records of the actions and proceedings of the membership meetings. The Booking Agent shall have general charge of the membership information, which shall be kept at the office of the Association. This information shall consist of qualifications, officiating experience, current and past schedule of games, ratings of Members, disciplinary actions taken, and Association meeting attendance. Any information held by the Booking Agent shall be maintained by hard copy or electronically for a minimum of five years. This information is the sole property of the Association and shall be made available upon request to the Board within two business days, unless extended by mutual agreement.

Section 2. Other Duties: The Booking Agent shall collect a fee. The Booking Agent shall be responsible for the supervision, training and observation of officials. The Booking Agent shall meet with the Membership Committee at the conclusion of each season to review officials' performance and present information regarding any Member not meeting Association standards. The Booking Agent shall perform all duties as may be assigned from time-to-time by the Board.

ARTICLE VII: COMMITTEES

Section 1. Election of Committee Members: The committee chairman and members of the Grievance/Review Committee, Training/Clinic Committee, Communication Committee, and Award Committee shall be elected by the Members at the Annual Meeting of the Association. The Nomination Committee shall submit a list of Nominees for the chairman and members of each Committee. Any Member also may make nominations from the floor at the Annual Meeting of the Association.

Section 2. Grievance/Review Committee: Purpose: The Grievance/Review Committee of the Association is established to provide a forum for the reviewing of misconduct and/or disciplinary actions involving any member of the Association by Members of the Association. Membership of the Grievance/Review Committee shall consist of a Chairman and two (2) at-large members nominated and elected by the Association membership at the Annual Meeting. If the Association does not nominate at-large members, the Chairman may appoint at-large members.

The committee also provides a forum for the members to file written complaints as it may relate to issues involving scheduling, administrative matters and other actions which may not be in the best interest of the Association and its membership.

The Grievance/Review Committee shall consider complaints, which it has received from Association Members, and resolve these problems where appropriate action by the Committee is indicated.

The Grievance/Review Committee shall submit to the Board at any regular or special meeting, complaints which it has received and which it deems to be of sufficient merit to be considered by the Board.

The Association Board of Directors shall be the final authority on all unresolved grievances and complaints.

The Grievance/Review Committee of the Association is established to provide a forum to review and evaluate the performance and abilities of any Member of the Association.

Qualifications -The Chairman and at-large Members must be Members of the Association, in good standing, having a minimum of three (3) years of Varsity officiating experience and preferably five (5) years or more.

The function of the Grievance/Review Committee will be to attend Varsity, Junior Varsity and Middle School contests to independently evaluate the performance of our officials. The review can be done on request of any official, but also arbitrarily, as directed by the Board or the Booking Agent. The Review Committee will provide to the Booking Agent and the official(s) who was evaluated, a written report of the evaluation.

Any member of the Association can request, through the Grievance/Review Committee or Board, that an evaluation be conducted on them. However, the committee will not honor requests to evaluate an official unless the official, the Board or the Booking Agent makes the request.

By decision of the board of directors, in association with the booking agent:

Matches may be categorized according to difficulty or other criteria. A referee rating system may be used to recommend referees for assignment to matches in certain categories. Assignments outside these categories and ratings may be made by the booking agent. Such a system is intended as an aid in the assignment process and development of referees, while allowing for flexibility by the booking agent.

A written report will be kept on file at the Booking Agent's office and will be one of the factors utilized in advancing officials.

The Grievance/Review Committee shall meet with the Association Booking Agent at the conclusion of each season to consider the performance of all Members during the season and their membership status. Performance of any Member not meeting Association standards during the previous season may be presented to the

Review Committee by the Booking Agent or any other Member for consideration by the Committee.

Section 3. Training/Clinic Committee: Purpose: The Training/Clinic Committee of the Association is established to provide training to new officials in all aspects of officiating. This is to be a separate forum and structured clinics to train officials with less than three (3) years overall officiating experience. Membership of the Training/Clinic Committee shall consist of a Chairperson and two (2) additional members elected by the Association at the Annual Meeting. If the Association does not nominate at-large members, the Chairman may appoint at-large members.

Qualifications: The Chairman must have a minimum of six (6) years Varsity experience. At-large members must have three (3) years Varsity experience. The function of the Training Committee is set up to provide training to new officials (less than two years) separate and apart from the regular training accomplished by the experienced officials. The Training Committee works with new officials on rules, mechanics and field coverage. This committee will also make official evaluations on the request of the official or the Evaluation Committee. This committee is also charged with developing the appropriate clinic agendas and clinicians. The site will, if at possible, be at the site where the weekly clinics are scheduled and held on the same day and time.

The function of the Training/Clinic Committee is set up to have three (3) distinct responsibilities.

A. Regular Rules Clinics - This committee in concert with the Board, will develop the agendas for the regular rules clinics. This is to include dates, times, locations, and clinic leaders. This committee will provide training and direction for the clinicians to assure effective training for both new and experienced officials.

B. Annual Meeting - This committee is charged with developing the Association's annual meeting to include but not limited to the location, time, agenda, participants and guest list.

C. Should the Board decide that a social function is appropriate for the Association Members, this committee is charged with its development and execution of such function.

Section 4. Communication Committee: Purpose: The Communication Committee is established to provide a communication linkage from the Board to the Association Members, from the Board/ Association to the NCHSAA on issues of concern to our Members, and from the Board to the Booking Agent needed. Membership of the Communication Committee shall consist of a Chairperson

and two (2) at-large members nominated and elected by the Association membership at the Annual Meeting. If the Association does not nominate at-large members, the Chairman may appoint at-large members.

The function of this committee is to periodically produce and distribute a newsletter on topics of interest to the Associations Members. It shall also be responsible for notifying the membership on regular or special called meetings of the Association membership. This committee will meet prior to the Annual

Meeting to prepare proposals for the Board to consider on communication needs for the upcoming year.

Section 7. Awards Committee: Purpose: The Awards Committee of the Association is established to provide a forum for awarding recognition to fellow officials. Membership of the Awards Committee shall consist of a Chairman and three (3) at-large members nominated and elected by the Association membership at the Annual Meeting. If the Association does not nominate at-large members, the Chairman may appoint at-large members. The Training Committee Chairperson would be included in this Committee for Rookie of the Year Award. The Function of this Committee is to honor officials of the Metrolina Area Soccer Officials Association. The Committee is responsible for presenting qualified candidates to the Board, conducting the vote, obtaining the awards and making the presentation. The Committee will make a recommendation of what type of

awards should be considered.

Awards: Rookie Award .

Criteria. Presented to an official who has officiated one - three (1-3) years and demonstrates proper technique, attitude, rules knowledge, and desire to improve and shows progress.

Awards: Distinguished Service Award.

Criteria: For outstanding service to Metrolina Area Soccer Referees Association. To include but not limited to committee and clinic participation, scouting and observing critiques and ideas and innovations to improve the Association.

Awards: Years of Service Award.

Criteria: To be given upon retirement, to Metrolina Area Soccer Referees Association Member with ten (10) years of service.

Section 8. Nominating Committee: Purpose: The Nominating Committee of the Association is established to provide a slate of officers and committee members for consideration of the Association membership at its Annual Meeting. Membership of the Nominating Committee shall consist of three (3) members, designated as the incumbent President and the two most immediate past Presidents, who are Members and are in good standing of the Association. The Chairman is designated as the most immediate past President who is a Member and is in good standing of the Association.

Section 9. Other Committees: The Board may designate other committees and select their members for any reason that it deems appropriate.

ARTICLE VIII: MEMBERSHIP FEES AND ASSESSMENTS

Section 1. Fees: Fees paid to the Booking Agent will be sufficient to allow the Booking Agent, or the designee of the Booking Agent, to supervise, observe and train officials, as well as perform any other duties as requested by the Board.

Section 2. Assessment: The Association Members shall agree to an annual assessment as a condition of membership to generate funds for use by the Association. The amount of the assessment shall be recommended by the Board and presented to the Members for their approval at the Annual Meeting of the Association. The assessment shall be added to the membership fee collected by the Booking Agent when Association memberships are renewed. Member/Officials in arrears of payment of fees or assessment will not be allowed to officiate any games/contest or participate in the business of the Association until such time as payment is made.

ARTICLE IX: CODE OF ETHICS

Each member of the Association shall conduct themselves at all times in an honest and intelligent manner, and shall abide by the following specific Code of Ethics:

1. They shall use their best efforts in learning all of the rules of the game and shall administer said rules firmly, conscientiously, courteously, and impartially.

2. They shall be properly attired in a neat, clean, and correct uniform.

3. They shall learn and practice correct officiating mechanics.

4. They shall cooperate with, and assist fellow officials working in the same game.

5. They shall keep themselves in the best physical condition and strive for a good mental attitude.

6. They shall make no contact with the coaches, players, or fans other than is necessary or proper to carry out their officiating duties.

7. They shall refrain at all times from using profanity in the presence of any fellow officials, players, coaches, or fans.

8. They shall never criticize a fellow official for any act of omission or commission, unless such criticism or judgment is requested by the Booking Agent, Board, or the Grievance Committee. In the event of such request, the criticism shall be directed to such person, Board or Committee making the request.

9. They shall refer all press, radio, and television inquires to the Booking Agent and only quote the rules involved to the person making the inquiry.

10.They shall be loyal to the Association in carrying out the purposes and objectives of the Association in a manner consistent with the By-laws of the Association.

ARTICLE X: AMENDMENTS

Section 1. Notice: The By-laws may not be amended unless notice of the proposed

amendment(s) is mailed to each member at least ten days prior to the membership meeting, at which such amendment is to be considered. The notice shall contain a summary of the amendment(s) to be proposed

Section 2. Vote: The vote of two-thirds of the Members voting, where a quorum is present, may alter, amend, repeal or add to any of the By-laws of the association, subject to the requirement of notice as set forth in Section 1, above.

ARTICLE XI: GENERAL PROVISIONS

Section 1. Wavier of Notice: Whenever any notice is required to be given to any Member or director by law, the Articles of Incorporation or by these By-laws, a wavier thereof in writing signed by the person or persons entitled to such notice, whether before or after the time therein, shall be equivalent

to the giving of such notice.

Section 2. Indemnification: Any person who at any time serves or has served as a director, officer, Member, employee or agent of the Association, or in such capacity at the request of the Association, shall have a right to be indemnified by the Association to the fullest extent permitted by law against (a) reasonable expenses, including attorneys' fees, actually and necessarily incurred by them in connection with any threatened, pending or complete action. suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold he/she liable by reason for the tact that he/she is acting in such capacity, and (b) reasonable payments made by them in satisfaction of any judgment, money decree, fine, penalty or settlement for which he/she may have become liable in any such action, suit or proceeding.

The Board shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification required by these By-laws including without limitation, to obtain liability insurance to protect and indemnify the Members.

Any person who at any time after the adoption of these By-laws serves or has served in any of the aforesaid capacities for or on behalf of the Association shall be deemed to be doing or to have done so in reliance upon, and as considered for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of these By-laws.

Section 3. Fiscal Year: The fiscal year of the Association shall be fixed by the Board of Directors.

Section 4. Gender and Number: As required by the reasonable interpretation of these By-laws, the singular shall include the plural, and the masculine shall include the feminine and the neuter and visa versa.

Section 5. Section Headings: The section headings on these By-laws are for reference only and shall not be used to construe, limit or interpret these By-laws.