BY-LAWS OF
RICHMOND INTERSCHOLASTIC SOCCER OFFICIALS ASSOCIATION, INC.

ARTICLE I
NAME AND PURPOSE

A.	Name.  The name of the Association shall be the Richmond Interscholastic Soccer Officials Association, Inc. (RISOA), hereinafter referred to in these by-laws as “the Association”.
B.	Purpose.  The purpose of the Association shall be:
1.	To provide organization to, professional training for, and coordination of the professional activities of RISOA soccer referees.; and 
2.	To provide assigning services for the members of the Association and those interscholastic soccer leagues which request and contract for the professional services of the members.

ARTICLE II
BOARD OF DIRECTORS

A.	The Association shall elect, and the Board of Directors shall be comprised of the President, Vice-President, Secretary, Treasurer, and two (2) at-large directors.  The Association shall nominate by voting, a Commissioner in accordance with the VHSL policy. The Commissioner will also be a member of the Board. The Board shall manage the business of the association.

B.	A simple majority of the Board shall constitute a quorum for its meetings. A majority vote of the Board shall be necessary to conduct Association business (unless otherwise specified in these by-laws.). Such vote may be obtained electronically (e-mail) within 7 calendar days of a meeting if necessary. 

C.	The Board shall be responsible to carry out all actions necessary to fulfill the purposes of the Association.

D.	The Board shall have the authority to censure any member, or place them on probation, for violation of the association bylaws or conduct detrimental to the purposes of the Association, or for any reason as 2/3 majority of the Board shall agree.

ARTICLE III
OFFICERS

A.	Qualification. Each officer and director shall be a member in good standing of the Association.
B.	Term.  The term of office for each officer or director shall be limited to two (2) consecutive terms of two (2) consecutive years each. An officer or director may serve additional terms in different positions, or may be elected to the same post at the election following the completion of his term limited above.  
C.	President.  The President shall preside at all meetings of the Association and the Board. The President shall seek to implement and further the policies adopted by the Association. The President, or his designee, shall negotiate the contracts for referee game fees with interscholastic soccer leagues.  All such contracts must be approved by the Board of Directors. The President shall perform such specific duties as may be delegated to him by the Board of Directors or are such as are generally incumbent upon his office.  The President shall be elected for a term of two (2) years in odd-numbered years.
D.	Vice-President.  The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. The Vice President shall be responsible, in concert with the President, for the training programs of the Association. In addition, the Vice President shall perform such other duties as may be required by the Board of Directors or are assigned by the President.  The Vice-President shall be elected for a term of two (2) years in even-numbered years.
E.	Secretary.  The Secretary shall keep the minutes of all meetings of the Association and the Board of Directors.  The Secretary shall make available notes, minutes and data; insure all notices are properly available to the membership; and preserve all records of the Association.  The Secretary shall be responsible, along with the Commissioner, for maintaining current membership records.  The Secretary shall be elected for a term of two (2) years in even-numbered years.
F.	Treasurer.  The Treasurer shall collect and have charge of all assessments, dues, fines, and training fees.  He shall maintain adequate records of all disbursements and maintain a journal of bank deposits which shows in detail the source of all cash and checks received and redeposited in the Association’s account. The Treasurer shall insure that an audit is completed annually by the Association Audit Committee.  The Treasurer shall be elected or a term of two (2) years in odd-numbered years.
G.	Directors. Two at-large directors shall be elected to represent the membership and to serve in capacities designated by the President or the Board. They shall serve two year terms, one elected in odd-numbered years, one elected in even-numbered years. (In 2004, both shall be elected, with one for a one year term.) 
H.	Commissioner.  The Commissioner shall have responsibility for the supervision of all member officials and the relations between the Association, VHSL and the schools which are members of leagues for whose games the Association provides member referees.  
1.	Appointment.  The Board of Directors shall recommend a qualified member of the Association to VHSL which shall have the final authority to appoint the Commissioner.
2.	Term.  The Board of Directors shall recommend to VHSL that the Commissioner be appointed for a term of four (4) years.  A member of the Association may serve two (2) such terms as Commissioner after which that member may not be recommended by the Board to serve further as the area Soccer Commissioner unless approved by the Association (2/3 vote of those present) at a regularly scheduled or special meeting..
3.	Removal.  The Association shall request the VHSL to remove the area Soccer Commissioner if so directed by a vote of the membership at a meeting of the Association which has been called for that purpose.  The quorum for a motion to remove the Commissioner shall be three-fourths (3/4) of the membership entitled to vote, and such motion must pass by a majority of two-thirds (2/3) of the votes cast.

I.	Assignor. The Board of Directors shall appoint an Assignor.  The assignor shall work with the Commissioner in to insure that appropriate referees are covering RISOA-assigned matches.  All game assignments must be made, to the extent possible, from the eligible Association members.  The Assignor shall be paid an appropriate fee, as established by the Board of Directors, from the Association funds.

J.	Vacancies.  Should any officer, with the exception of the Commissioner, not complete his term of office and such office become vacant, the Board of Directors shall have the authority to name another member of the Association to fill the vacant term.  Should the position of Commissioner become vacant prior to the completion of the current Commissioner’s full term, the Board shall recommend to VHSL the appointment of another qualified member of the Association to serve a full four-year term.
K.	Bonds.  The Board of Directors may require any or all officers, agents, and employees of the Association to give bond to the Association, with or without surety, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as the Board may impose.

ARTICLE IV
MEMBERSHIP

A.	Conditions of Membership
1.	Membership shall limited to active members in good standing.
2.	To be a member in good standing a member must:
a.	Make membership application to the Association including the statement of independent contractor status
b.	Be a current certified referee by VHSL
c.	Be current in membership dues.
d.	Recognize the importance of and participate in the training provided by RISOA and VHSL.
3.	Members shall abide by the RISOA, Inc. Articles of Incorporation and by-laws.
B.	Election.  Membership election will be conducted as follows:
1.	All soccer referees who have met the criteria above shall be invited to apply for membership in the Association.  The Commissioner shall present the applications of all qualified referees to the Board of Directors for approval.  All applicants who are approved by the Board shall be presented to the membership at the next Association meeting.  Upon a majority vote of the membership, the applicant shall become a member of the Association.
C.	Complaints.  If any member has any complaint about the Association’s membership, the Commissioner, the Assignor, the officers or the directors, he must address the complaint to the Board of Directors, to the attention of the President, in writing. (If the complaint is against the President, they may be directed to the attention of the Vice President or the Commissioner.)

ARTICLE V
DUES AND FEES

A.	Membership Year.  A membership year shall begin annually on January 1 and end on December 31..
B.	Dues. The dues shall be set by the Board.  Each member shall pay such annual dues which are due and payable to the Treasurer on March 1 of each year.  If unpaid by March 31, the Board may add a late penalty to the annual dues.  No games can be assigned until the annual dues and all required fees are paid.
C.	Fee and Fines.  Fees and fines must be paid to the Treasurer by the first of December.  Failure to do so may cause forfeiture of membership.  The Treasurer has the authority to deduct any outstanding fees and fines from any monies due a member prior to payment of earned game fees by the Association to said member.
D.	Assessments.  In the event the Commissioner’s office requires additional funds, upon approval of the Board of Directors, the Association may assess each member a proportionate amount to defray these costs.

ARTICLE VI
MECHANICS AND UNIFORMS

A.	All members shall conform to the mechanics and uniform code as prescribed by the current National Federation edition of the Soccer Official’s Manual, or as superseded by VHSL or the RISOA Commissioner.

ARTICLE VII
MEETINGS

A.	Annual Meeting.  An Annual Meeting of the Association shall be held after the first (1st) day of February and before the fifteenth (30th) day of March at such time and place as the Association shall select.  Twenty-five percent (25%) of the eligible voting members must be present to conduct business of the annual meeting.  Prior to the annual meeting, the Board of Directors will determine the method of voting. (amended August 30, 1993)
B.	Special Meetings.  Special meetings shall be held at the call of the President or when requested to do so by twenty-five percent (25%) of the membership.  Unless otherwise stated, a quorum will be twenty-five percent (25%) of the eligible voting members, at any special meeting.

ARTICLE VIII
ASSIGNMENTS

A.	RISOA members are independent contractors, working in cooperation with and through the Association to maximize service to the schools and districts served, and to the independent contractors.
B.	Acceptance of Assignments.  In order to maintain service to the schools and district to the mutual interest of the Association and independent contractors, members agree that they are expected to work all games, which may include at least one (1) scrimmage, that have been assigned unless a bona fide excuse is presented to and accepted by the Assignor or the Commissioner.
C.	Assignor.  By joining the Association, the independent contractor agrees that assignments to all interscholastic games handled by the Association shall pass through the Assignor.  The Board shall establish policies concerning the solicitation of games by its member independent contractors. 
D.	Board Policy.  The Board shall establish policies concerning the solicitation of games by its member independent contractors and other matters concerning the relationship between the member independent contractors and the schools, districts, or VHSL. Any member who does not fulfill sections B and C of this Article may not be assigned further games until they appear before the Board of Directors to present his reasons for non-compliance.  If any member fails to show up for a game assignment, after having accepted that assignment, without a valid excuse which is accepted by the Board, they shall be reprimanded, fined, suspended and/or dismissed at the discretion in accordance with the policy established by the Association..
E.	Play-Off Eligibility.  To be assigned to officiate VHSL play-off games, a member must meet the following requirements:
1.	He must be certified or approved by the standards set forth by VHSL.
2.	He must be a member in good standing and have worked a regular schedule of varsity games for the current season to the satisfaction of the Assignor and Commissioner. He must not be under any probation or censure from the Board.
3.	The Commissioner, Assignor, Secretary, and one (1) At Large Director  will meet before play-off games to certify a list of eligible members for play-off assignments and submit in a timely manner to the Board of Directors for approval.  This list will be used by the Commissioner in making all play-off assignments.
4.	The Commissioner will be subject to forfeiture of his fee for the entire playoff assignments, at the discretion of the Board of Directors, if members other than those eligible are used in play-off games.

ARTICLE IX
COMMITTEES

A.	Appointment.  The President shall appoint such committees as may be necessary and proper for the conduct of the business and affairs of the Association with the exception of the nominating committee which shall be appointed by the Board of Directors.  The members of the nominating committee shall be named at least two (2) months prior to the Annual Meeting and publish the slate of nominees not less than twenty-one (21) days preceding the Annual Meeting.
B.	Awards for Officials.  The President shall appoint a committee which shall award certificates to member officials who meet the following requirements.
1.  Have ceased active officiating;
2.  Have actively officiated for the Association for five (5) years; and every 5th year thereafter.
3.  At the discretion of the Board, have unique and outstanding service to the soccer community or the civic community, or their fellow citizens.
C.	Audit Committee.  The President shall appoint a committee of three (3) members, none of who shall be the Treasurer, to conduct an annual audit of the Association.

ARTICLE X
APPEALS

A.	Board of Directors.  All appeals of decisions by the Assignor, the Commissioner, and the Board and exceptions to the by-laws shall be submitted in written form for decision to the Board of Directors for their review and decision.
B.	Appeal of the Board of Directors.  Decisions of the Board of Directors may be appealed to the general membership at any regularly scheduled meeting by motion of a member, or at a special meeting requested by a majority of the Board or a petition signed by one fourth (¼ )of the Association membership. At any such meeting, a quorum must be present and the majority vote of the membership present will be final.

ARTICLE XI
PARLIAMENTARY PROCEDURE

A.	Parliamentary procedure, under the Articles of Incorporation and by-laws of the Association, shall be governed by Robert’s Rules of Order, Revised.

B.	Any Notices may be submitted electronically.

ARTICLE XII
ORDER OF BUSINESS

A.	When a special order of business in program form shall have been adopted for any meeting, such special order shall prevail as the order of business and procedure for such meeting.  When no special order business shall have been adopted, the order of business shall be:
1.	Roll call and/or Sign In
2.	Reading of minutes of previous meeting
3.	Treasurer’s report
4.	Unfinished business
5.	New business

ARTICLE XIII
FISCAL YEAR

A.	The fiscal year of the Association shall begin on the first (1st) day of January and end on the thirty-first (31st) day of December in each year.

ARTICLE XIV
AMENDMENTS

A.	Articles of Incorporation.  Amendments to the Articles of Incorporation may be proposed by a resolution of the Board of Directors and shall be submitted to the membership at a regular or special meeting. A copy of the resolution in writing must accompany the notice of the meeting, and such notice shall be given at least twenty-five (25) but not more than fifty (50) days prior to the meeting.  The proposed amendment shall be adopted upon receiving three-fourths (3/4) of the votes entitled to be cast by all members.
B.	By-Laws.  Amendments to the by-laws may be made at any Association meeting solely by a three-fourths (3/4) affirmative vote of the votes cast by the members present, provided at least 50% of the eligible voting members are present.  A copy of the resolution in writing must accompany the notice of the meeting, and such notice shall be given at least twenty-five (25) but not more than fifty (50) days prior to the meeting.

ARTICLE XV
DISSOLUTION

A.	The Association may be dissolved at any time by recommendation of the Board of Directors approved in writing by two-thirds (2/3) of the members in good standing.  In the event of the dissolution of the Association, whether voluntary or involuntary or by operation of law, none of the assets of the Association shall be distributed to any member, but after payment of all lawful debts of the Corporation, its property and assets shall be given to the Virginia Youth Soccer Association, or its successor, designated for the benefit of its activities in central Virginia, provided it is a §501 of the Internal Revenue Code of 1954, as amended. If it fails to qualify to a soccer organization serving the youth of central Virginia that does qualify to be selected by the Board of Directors.

Adopted at the organizational meeting of the membership on …………..