BYLAWS OF THE
LAS CRUCES SOCCER REFEREE ASSOCIATION
ARTICLE I - MEMBERSHIP
Section a. Eligibility. Membership in the Las Cruces Soccer Referee Association (LCSRA) shall be open to all who meet membership requirements.
Section b. Requirements for Membership. Any person who is certified as a soccer referee in accordance with the requirements set forth by the United States Soccer Federation (USSF) may become a member of the LCSRA. Continued membership shall be dependent upon maintaining current certification as a USSF referee and maintaining good standing under the rules of the USSF, New Mexico Soccer Referees Association (NMSRA), and LCSRA.
Section c. Equal 0pportunity. The LCSRA provides equal opportunities to all without regard to race, color, religion, sex, national origin, age, or disability. This policy applies to all terms and conditions of the referee contract, including but not limited to, certification, promotion, assignment, compensation, and training.
Section d. Voting Rights. All members who are in good standing, have paid all applicable registration fees to the USSF and NMSRA for the seasonal year, and have no outstanding assessments owed LCSRA shall be eligible to vote.
Section e. Honorary Membership. The Board of Directors may, from time to time, select persons it believes worthy to become honorary members of the LCSRA. Honorary members shall have no vote in the LCSRA.
ARTICLE II - BOARD OF DIRECTORS
Section a. Composition. The LCSRA shall be governed by a Board of Directors which shall consist of the following voting Directors elected by the membership:
President Treasurer
Vice President Director of Development
Director of Assessment Secretary
Youth Representative District Referee Administrator (ex-officio)
Section b. Powers. The Board of Directors shall transact all business of the LCSRA and shall have the power to enforce the Rules of the USSF, NMSRA, and the Articles of Incorporation and Bylaws of LCSRA. The Board of Directors shall make all policy decisions regarding LCSRA operations, approve organizational charts, approve annual budgets, establish LCSRA fees and levies, negotiate game fees with leagues and other organizations the LCSRA is asked to serve, represent the LCSRA to all organizations and agencies dealing with it, and approve all expenditures not included in the budget, provided funds for added expenditures are collected in a manner consistent with Association policy. No expenditures shall be budgeted or approved unless consistent with the purposes set forth in Article II of the Articles of Incorporation.
Section c. Directors' Duties. The duties of the Directors shall be as follows:
1. President. The President shall be the principal executive officer. The President is charged with the overall administrative and executive functions of the LCSRA and shall preside at all LCSRA meetings. As Chief Executive Officer, the President shall assign duties to all officers and members as required. The President is also empowered to take prudent and reasonable actions in cases not covered in the Articles of Incorporation, or these Bylaws, and such authority as is implicit in the office. The President shall appoint and shall be an ex-officio member of all committees. The President shall appoint any special committees that the President or Board of Directors deems necessary to carry out the functions of the LCSRA, including, but not limited to those committees set forth in these Bylaws. The President may vote only in the event of a tie, provided that the President shall have no vote in committees on which he serves only as an ex-officio member.
2. Vice President. The Vice President shall, in the absence of the President, perform the duties of the President, and when so acting, shall have all the powers of and be subject to the restrictions upon the President. The Vice president shall perform such other duties as, from time to time, may be assigned by the President or the Board of Directors. If the office of the President is vacated, the Vice President shall become President for the remainder of that term. The Vice President shall be responsible for and supervise the assignment of referees to games. The Vice President must be a certified by the USSF as an Assignor for the year they shall serve in that office. The Vice President shall have the power to appoint assistant assignors for regular or special events, with the consent of the person being so appointed. The Vice President shall maintain an up-to-date membership roster that includes each member’s name, address, email address, phone numbers, referee grade level, and such other information as the Board shall require.
3. Secretary. The Secretary shall keep and record minutes of all Board of Directors and general membership meetings. The Secretary shall maintain a master copy of the Articles of Incorporation and these Bylaws with all amendments thereto. The Secretary shall provide all Board members with notice and an agenda prior to Board meetings and have an agenda available to the members at general meetings. The Secretary shall assist the Vice President in maintenance of the membership roster.
4. Treasurer. The Treasurer will have charge of and be responsible for all funds, securities, receipts and disbursements of the LCSRA and will deposit or cause to be deposited in the name of the LCSRA all monies or valuable effects in the bank selected by the Board of Directors. In general, the Treasurer will perform all the duties ordinarily incident to the office of a Treasurer of an association and any other duties assigned by the Board of Directors. Upon expiration of her or his term of office, the Treasurer will turn over to the successor all funds and records of the LCSRA in the Treasurer’s possession or custody or under their control pertaining to the affairs of the office of Treasurer. The signature of the Treasurer will be required to issue checks. The Treasurer will prepare, or have prepared, regular financial statements and tax forms. The Treasurer may employ such personnel as may be needed, subject to Board approval, to assist in these duties.
All game assignments are offered to referees as independent contractors. Payment for games officiated is made by the LCSRA as agent for the league or other entity sanctioning each match directly from funds provided by those leagues and other entities for that purpose. The Treasurer shall pay each contracted referee the amount set by the match sanctioning authority for the matches the referee has officiated each month. Contract fees for matches are set by the organization sanctioning the match. The Treasurer shall maintain a complete record of all such payments made. Any member may request a copy of his or her payment record at any time.
The President or Treasurer may authorize and expend funds up to $100 without prior authority. The board of Directors must approve any expenditure over $100 up to $300. Any expenditure in excess of $300 must be approved by the general membership.
The LCSRA’s fiscal year is the calendar year.
5. Director of Development. The Director of Development must be certified by the USSF as an Instructor for the year in which he or she shall serve in that office. The Director of Development shall prepare and plan instruction to be conducted at each meeting of the general membership. The Director of Development shall also plan and prepare basic referee clinics to be held before each playing season and such other advancement, refresher, or special clinics as may be required by the Board of Directors or the State Director of Referee Instruction. The Director of Development shall also be responsible for requesting assistance and upper level instructors from the State Director of Referee Instruction, disseminating to the membership information from Federation Internationale de Football Association (FIFA), the USSF, NMSRA, and other sources of information and instruction concerning changes in the Laws of the Game, refereeing techniques and requirements. The Director of Development shall coordinate recertification testing with the District Referee Administrator for all members on or before September 1st of each year, shall promptly forward the results thereof, with all necessary recertification forms and monies, to the State Referee Administrator, and shall advise each member and the Secretary whether the member has scored the grade required for recertification or upgrade. The Director of Development shall chair the LCSRA 's Instruction Committee.
6. Director of Assessment. The Director of Assessment should be certified by the USSF as an Assessor for the year they shall serve in that office. If certified assessors are not available or not willing to serve, then a senior, experienced referee may serve as Director of Assessment. The Director of Assessment shall be responsible for assigning assessors to evaluate members as needed or requested. Evaluations could be in the form of informal evaluations or Direction and Guidance (D & G) evaluations. However, formal assessments for upgrade are assigned by the State Director of Assessment. The Director of Assessment shall work closely with the Vice President to assure that referee evaluations and subsequent match assignments improve and advance referees. The Director of Assessment is also responsible for recruiting new assessors and obtaining certification training for them. The Director of Assessment shall coordinate all matters concerning assessments with the State Director of Assessment including obtaining assessments of members in other locations and bringing assessors to Las Cruces as needed. The results of assessments are confidential and shall not be released to any but the person assessed and the State Director of Assessment. The Director of Assessment shall coordinate with the Vice President and others in LCSRA concerning the qualifications of members to work the various levels of games being considered for assignment.
Section d. Election of Directors.
1. Nominations. The Nominating Committee shall present a list of nominees for each office. The Nominating Committee shall attempt to obtain a minimum of two candidates for each elective office. Any member may be nominated from the floor prior to the vote for each position on the Board.
2. Election. Directors shall be elected at a meeting of the general membership in December of each year. Election shall be by written ballot; each member of the LCSRA in good standing at the time of election shall have one vote. Proxy votes shall not be accepted.
Section e. Term of Office. The term of office for each Director shall be one year. Each Director shall assume office on the first day of January next following their election.
Section f. Vacancies.
1. Declaration of Vacancy. Any member of the Board of Directors who is absent from three consecutive, regularly scheduled meetings of the LCSRA or three scheduled meetings of the Board itself, may have his or her office declared vacant at the discretion of the Board.
2. Removal from Office. Any member of the Board of Directors may be removed from office at any meeting of the general membership upon a two-thirds vote. A member of the Board of Directors shall be suspended from office immediately upon being suspended for misconduct or under any other provisions of the rules or regulations of FIFA, the USSF, or the NMSRA. When the suspension by any of these organizations becomes final, the suspended Board member's office shall be declared vacant by the Board.
3. Filling Vacancies. Any position on the Board of Directors vacated by reason of resignation or death of a Director, or declared vacant pursuant to subsections 1 or 2 of this section may be filled by the Board of Directors for the unexpired term of the position vacated.
Section g. Directors' Meetings. The Board of Directors shall meet at the call of the President or at the request, in writing, of two or more Board members. At least five days notice of any such meeting shall be given to each Board member unless there is a bona fide emergency, in which case a meeting of the Board of Directors may be held at the call of the President. A majority of the members of the Board of Directors shall constitute a quorum. A majority of the quorum may transact business.
ARTICLE III - OFFICERS
Section a. Officers. The officers of LCSRA shall be the President, Vice President, Secretary, and Treasurer.
Section b. Powers and Duties of Officers. The officers shall manage the day-to-day operation of the Association under the direction of the Board of Directors. Each officer shall: have authority to sign necessary documents on behalf of the Association, conduct negotiations with other entities on behalf of the LCSRA, and take other actions in furtherance of the LCSRA 's objectives. No officer may expend funds (except as provided in Article II of these Bylaws), enter into any contract, or otherwise commit the LCSRA to any action without the approval of the Board of Directors.
ARTICLE IV - GENERAL MEMBERSHIP MEETINGS
Section a. Time and Place. Meetings of the general membership shall be held no less than once each month during each playing season and at such other times as the Board of Directors shall determine. The place of such meetings shall be determined by the Board of Directors. The time and location of general membership meetings shall be announced to the LCSRA on the LCSRA Web Page or by such other means as the Board of Directors may determine.
Section b. Notice. Notice of meetings and other events published on the LCSRA Web Page shall constitute official notice of such events to each member of the Association.
Section c. Conduct of Meetings. General membership meetings shall be governed by Robert's Rules of Order except where those rules conflict with the Articles of Incorporation or these Bylaws. Each meeting shall consist of a business meeting and instructional presentation. The instructional presentation shall be selected by the Director of Development.
ARTICLE V- DISCIPLINE
Section a. General. Discipline of member referees shall be in accordance with the rules promulgated by the USSF. Referees shall be entitled to the same procedural protections afforded referees under the USSF’s Administrative Rule 3043 (or the corresponding provision of any successor Rule) except that hearings in the first instance shall be conducted by the LCSRA 's Judiciary Committee. Appeal from decisions by the LCSRA’S Judiciary Committee shall be to the State Referee Committee, NMSRA.
Section b. Failure to Appear or Unprofessional Performance at a Contracted Match. Members who fail to appear at a match they have accepted shall forfeit the match fee. Additionally, an amount of $10.00 will be withheld from the member's next payment for games officiated and be used by the LCSRA in furtherance of its purposes. The Assignor will have the authority to determine if a fee is due for missing an assigned match and to subsequently determine if a member is not in good standing. For purposes of this Section, an assignment is considered accepted by the member if he or she does not notify the Assignor that the offered assignment is not accepted at least 48 hours before the match is to begin. A member will not be considered to have missed an accepted assignment if he or she obtains a qualified replacement who actually officiates at the assigned match. No officiating fee shall be paid unless the report for that match has been property completed, signed and submitted to the Treasurer within 3 days after the match or the time specified by the entity sanctioning the match. If the person who is responsible for submitting the game report (usually the center referee) does not submit the game report, the other members of the referring crew shall be paid, pending receipt of funds from the league or authority contracting the match. Members who fail to appear at a match, arrive late to a match, are inappropriately attired for a match, conduct themselves in an unprofessional manner at a match, or fail to conform to USSF standards at a match, may be required to appear before the board before they are assigned matches or may not be assigned matches. Only members in good standing will be assigned.
Section c. Meeting Attendance Mandatory. Any member missing more than six membership meetings in a consecutive twelve month period or three membership meetings in a row will be considered as having refused any future offers of game assignment contracts and will not be considered in good standing in LCSRA. The Director of Development, in consultation with the Director of Assessment, may waive this Section if the member so requests and they determine the cause of the missed meetings was bona fide.
ARTICLE VI - COMMITTEES
Section a. Audit Committee. The President shall appoint a committee of three members, only one of whom shall be a member of the Board of Directors, to audit the LCSRA's financial records each year. The Treasurer shall not be a member of the Audit Committee, but shall provide the Committee all financial records it may need to conduct a complete and accurate audit. The Committee shall be appointed no later than January 15th of each year and shall report its findings to the membership at the February meeting following the year for which the audit is conducted. The Audit Committee is authorized to seek the assistance of a qualified bookkeeper or accountant in the conduct of its business, however, funds to pay for such assistance must first be approved by the Board of Directors.
Section b. Recruiting and Retention Committee. The President shall appoint a committee of at least five members, two of whom shall be the Director of Development and Director of Assessment, to consider methods of recruiting new referees and retaining present referees. The Committee shall be responsible for liaisons with all leagues the LCSRA supports as well as any other entities that may provide a source for new referees. The Committee shall be responsible for advertising beginning referee clinics and conducting such publicity and public relations efforts as will aid in the recruitment and retention of referees.
Section c. Referee Instruction Committee. The Committee on Referee Instruction shall be chaired by the Director of Development and shall consist of all certified Instructors who are members of the LCSRA. The Committee shall be responsible for assisting the Director of Development in identifying areas of refereeing where instruction will benefit the membership and in conducting that instruction. The Committee shall also be responsible for providing instruction on the Laws of the Game to any entities interested in receiving it. The Committee shall assist the Director of Development in planning and conducting all clinics supported by the LCSRA.
Section d. Assignment Committee. The Vice President may form an Assignment Committee composed of up to five members. This Committee shall provide advice and assistance to the Vice President on matters having to do with assignment of referees to officiate soccer matches. Members of the Committee may be designated to perform assignment duties for special events such as tournaments and may assist the Vice President in managing assignment matters at the fields during such events.
Section e. Judiciary Committee. The Judiciary Committee and its chairperson shall be appointed by the President and shall consist of at least five members. The Committee shall have jurisdiction to hear complaints regarding misconduct by any member in connection with the member's activities as a member of LCSRA. The Committee shall conduct its hearings in accordance with the rules promulgated by the USSF. No member of the Committee shall sit as a member on a matter that involves the Committee member as a respondent or witness. The Judiciary Committee shall have the authority to sanction any member for misconduct by means of warnings or removing the member from good standing. The Committee shall also have the authority to recommend suspension of a referee to the State Referee Committee, NMSRA, and may, while such recommendation is pending, remove the member from good standing in the LCSRA. The Committee may state how the member can return to good standing in the LCSRA. Decisions of the Judiciary Committee may be appealed to the State Referee Committee.
Section f. Nominating Committee. The President shall appoint a committee of no less than three members, only one of whom may be an incumbent member of the Board of Directors, to nominate members for election to office in LCSRA. The Nominating Committee shall be appointed no later than October of each year and shall present a slate of nominees for each office on the Board of Directors no later than two weeks before the general meeting in which the annual election is to be held. The Committee shall attempt to identify at least two candidates for each office.
Section g. Liaison Committee. The President shall appoint at least one member to represent the LCSRA to each league or other entity that it contracts to provide officials, instructors or assessors, or that it has an ongoing relationship. These members shall form the Liaison Committee that shall be chaired by the President. Members of the Liaison Committee shall represent the LCSRA to the entity to which they are appointed and shall report to the Board of Directors and membership on matters of interest or concern related to that entity.
ARTICLE VII-SEAL
The official seat for the LCSRA shall consist of a whistle and lanyard with the letters "LCSRA' inscribed thereon surrounded by the words 'Las Cruces Soccer Referee Association". The seal shall be substantially as shown here:
ARTICLE VIII - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the New Mexico Nonprofit Corporation Act, or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE IX - INDEMNITY
The LCSRA shall indemnify a Director, or former Director, of the LCSRA against reasonable expenses, costs and attorney's fees actually and reasonably incurred by him or her in connection with the defense of any action, suit or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been a Director, provided such indemnification shall be limited to funds available from the LCSRA 's general funds (not the Referee contract payment account), and provided further that such indemnification shall not extend to any requirement that any member or other Director be required to pay to the LCSRA monies not otherwise owed to it. The indemnification shall include any amounts paid to satisfy a judgment or compromise or settle a claim. There shall be no indemnification for any punitive damages required to be paid by a Director. The Director shall not be indemnified if he or she shall be adjudged to be liable on the basis that he or she has breached or failed to perform the duties of his or her office and the breach or failure to perform constitutes willful misconduct or recklessness.
ARTICLE X – AMENDMENTS TO THE BYLAWS
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority of the Directors present at any regular meeting or at any special meeting, if at least two days written notice is given of intention to alter, amend, or repeal, or to adopt new Bylaws, at such meeting.
I, Allan Jackson, certify that the above Bylaws of the Las Cruces Soccer Referee Association were adopted by a majority of the Board of Directors on December 8, 2004.
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Allan Jackson
President
I, Joseph Fleming, certify that the above Bylaws of the Las Cruces Soccer Referee Association were adopted by a majority of the Board of Directors on December 8, 2004.
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Joseph Fleming
Secretary