By-Laws

By-laws of the Capital District Ice Hockey Officials Association

An association of the State of New York

BY-LAWS

ARTICLE 1 – NAME

Section 1.1 – Name. The name of this Association shall be the Capital District Ice Hockey Officials Association,(hereinafter called CDIHOA), an association in the State of New York.

The official website shall be http://www.CDIHOA.com.

ARTICLE 2 – PURPOSE

Section 2.1 – Purpose. The purposes for which this Association is organized include, but are not limited to, the following:

1. Further the interests of ice hockey officials;
2. Maintain the highest standard of ice hockey officiating;
3. Promote the welfare of ice hockey, its players, parents, administrators, fans, the media and officials;
4. Encourage the spirit of fair play and sportsmanship;
5. Work with organizations and associations connected with ice hockey and other sports to further amateur sports and all persons involved with amateur sports:
6. Provide educational programs to advance the skills of ice hockey officials:
7. Work with ice hockey administrators to provide qualified officials to officiate ice hockey:
8. Conduct programs to encourage public appreciation for the skill and professional competence of ice hockey officials.

Section 2.2 – Responsibility. The responsibility of this Association shall be to fulfill requests for ice hockey officials for any amateur ice hockey organization whose coaches and players are registered with and sanctioned by USA Hockey, Inc.,

It shall also be the responsibility of this Association to fulfill requests for ice hockey officials for any affiliated state, district, or regional playoff tournament and any USA Hockey national championship.

ARTICLE 3 – MEMBERSHIP IN CDIHOA

Section 3.1 – Membership. Membership shall be open to those persons who are in compliance with all provisions of these By-laws and all Policies of CDIHOA. Individuals shall be deemed as a member in good standing once the criteria have been met.

Applicants may apply for membership in CDIHOA pursuant to criteria set forth herein. Such applications for membership may be rejected by a majority vote of the Board of Directors at any meeting they may hold in accordance with these By-laws.

Membership shall be renewed annually. Membership for the current season shall begin no earlier than December 1st and will automatically expire on November 30th of the following year.

Section 3.2 – Active Members

Active Members of CDIHOA are individuals who have completed the registration requirements of the governing body that they will officiate and have complied with all membership requirements of CDIHOA.  Members who are considered inactive by CDIHOA must apply for “Active Member‟ status a minimum of 30 days prior to any CDIHOA General Election or Special Meeting.

Section 3.3 – Allied Members

Allied Members are comprised of individuals or organizations, as approved by the Board of Directors, which have a special interest in the purposes of CDIHOA.

Section 3.4 – Honorary Members

Honorary Members are comprised of individuals upon whom CDIHOA desires to confer such status, as approved by the Board of Directors. Membership fees shall be waived for Honorary Members.

Section 3. X – Ex Officio Members

Ex officio Members are members of the Executive Board of Directors without voting rights

Section 3.5 – Resignation

Any member may resign by filing a written resignation with the Secretary or President. The Secretary or President shall present said resignation to the Board of Directors at the first meeting after its receipt. Such resignation shall not relieve the resigning member of the obligation to pay any fees owed, assessments, or other charges previously accrued and unpaid prior to the receipt of such resignation.

Section 3.6 – Reinstatement

The Board of Directors may reinstate a former member to the membership upon receipt of a written request signed by said former member and filed with the Secretary.

Section 3.7 – Voting rights

Each Active Member shall be entitled to one vote on any issue requiring the consent of the general membership as long as they are in good standing.

Section 3.8 – Membership fees

The Board of Directors shall determine the membership fees for Active and Allied members of CDIHOA on a year-by-year basis.

Section 3.9 – Membership status

All members of CDIHOA are considered independent contractors in their officiating capacities and are not employees of CDIHOA. As independent contractors, members are not required to accept assignments from CDIHOA. All members of CDIHOA recognize this status and understand that CDIHOA nor its officers or directors are employers and therefore, not eligible to receive benefits or protections reserved for employees. This shall include any and all claims to worker’s compensation, any and all claims of damage to personal property, and any and all claims to injuries sustained while officiating.

ARTICLE 4 – GENERAL MEETINGS

Section 4.1 – Meetings of the Membership

A general membership meeting shall be held no later than May 31st of each calendar year and shall be considered the Annual Meeting of the General Membership. The Board of Directors shall set the date and time. The membership shall be given not less than 14 days of notice prior to the date of the meeting. An agenda for the meeting shall be posted when the notice of the general membership meeting is posted.

The Annual Meeting shall be open to the membership

Section 4.2 – Special Meetings

Special meetings may be called by petition filed with the President and signed by ten (10) percent of the membership (Active members in good standing). Transactions at a special meeting shall be limited to the purposes listed in the call for the special meeting.

Section 4.3 – Quorum

Fifteen (15) percent of the membership (Active members in good standing) at the Annual meeting shall constitute a quorum. A majority vote of the quorum is necessary to make a decision, except where some other number is required by law or these By-laws.

Section 4.4 – Procedures

Meetings shall be conducted in accordance with parliamentary procedures as set forth in Robert’s Rules of Order Newly Revised. By majority vote of those Active Members present, Robert’s Rules of Order may be suspended for all or part of the current meeting.

ARTICLE 5 – BOARD OF DIRECTORS

Section 5.1 – Configuration

The Board of Directors shall consist of the Executive Officers of CDIHOA, five (5) At-Large Members, the association scheduler as an ex officio member and the USA Hockey Local Supervisor of Officials as an ex officio member.

No one may hold office if engaged in a position where a conflict of interest, as determined by the Board of Directors, may exist.

Section 5.2 – Powers and Duties

The powers and duties of the Board of Directors shall be to:

1. Govern, in concert with the By-laws of the governing body of which officials are assigned to;
2. Formulate, prescribe, alter and amend the By-laws and Policies for the government of CDIHOA;
3. Impose and enforce penalties for any violation of the By-laws or Policies of CDIHOA;
4. Remove or remit any suspension or penalty that has been imposed by its Officers or committee;
5. Forthwith, remove from office any Officer or At Large Member by a two-thirds majority vote of the Board of Directors;
6. Fill a vacancy on the Board of Directors caused by the resignation, expulsion or withdrawal of any Officer or At Large Member;
7. Committees will be established by the Board of Directors and a Board Member shall be appointed as Chairperson. The Board of Directors will select committee members for the handling of special or specified business including, but not limited to the Judiciary Committee. Committees serve at the pleasure of the of the Board and can be changed or disbanded by actions of the Board of Directors
8. Establish and collect fees and funds of CDIHOA and direct the expenditure of monies;
9. Interpret, define and explain all the provisions of the By-laws and Policies of CDIHOA;
10. Call any necessary special meetings of CDIHOA and fix the time and place of special meetings not fixed by the By-laws;
11. Have immediate access through a qualified auditor on demand, or on the demand of the President, to all books, vouchers, receipts, and records generally pertaining to the finances and operation of CDIHOA;
12. Receive a copy of the financial statement (balance sheet and operating statement) of CDIHOA;
13. Act upon temporary rulings by the President on emergencies not provided in the By-laws of Policies of CDIHOA;
14. Hear and rule on appeals
15. Maintain comprehensive general liability insurance coverage as required by the governing bodies

Section 5.3 – Meetings

The Board of Directors shall meet at a minimum of six (6) times per fiscal year. Date, time and location shall be set within sixty (60) days after the Annual Meeting.

Special meetings of the Board of Directors may be called by the President or by a written request to the President from a majority of the Board of Directors. The President must hold such meeting within fourteen (14) days after receipt of the request. Written notification of the meeting time and location must be provided to the Board of Directors at least seven (7) days prior to the meeting.

All meetings of the Board of Directors shall be open to the general membership. However, the Board of Directors may adjourn into executive session for discussion of an agenda item covering personal action or for the purpose of conducting a hearing on an appeal to a prior action of the Board of Directors. No formal or binding action on CDIHOA or any member may be taken in executive session.

A simple majority of the Board of Directors shall constitute a quorum for the transaction of business.

Section 5.4 – Voting

Each Board of Director (except the President) shall have one (1) vote in the conduct of business. The President shall vote only to break a tie vote.

A majority vote of the Board of Directors present will carry or defeat motions of normal business.

Section 5.5 – Resignation, Removal from Office

Resignations from the Board of Directors shall be in writing and received by the Secretary. The Secretary shall present said resignation to the Board of Directors at the first meeting after its receipt. Such resignation shall not relieve the resigning member of the obligation to pay any fees owed, assessments, or other charges previously accrued and unpaid prior to the receipt of such resignation.

A member of the Board of Directors may be removed from their Board of Director position if member has three unexcused absences from Board meetings during the fiscal year or for other reasons by a three-fourths-majority vote of the Board of Directors.

Section 5.6 – Vacancies

A vacancy occurring in any Board of Director position may be filled by a majority vote of the Board of Directors. Each Officer or At-Large member so appointed shall hold the appointed office until the normal expiration of that position.

ARTICLE 6 – OFFICERS

Section 6.1 – General

The Officers of CDIHOA shall consist of the President, Vice President, Treasurer, and Secretary. Only an Active Member of CDIHOA may be an Officer or on the Board of Directors.

Section 6.2 – Powers and Duties

The powers and duties of the Officers shall be as follows:

1. a) The President shall:

• Preside at all meetings of CDIHOA and generally perform the duties assigned to the office of President;
• Determine questions arising from emergencies not provided for in the By-laws or Policies of CDIHOA until such time as said questions may be acted upon by the Board of Directors;
• Represent CDIHOA at meetings as required;
• See that all requirements of the By-laws and the Policies of CDIHOA are carried out;
• Be an ex officio member of all committees;
• Be responsible for coordinating activities with the governing bodies as needed;
• Cause to be prepared the annual financial statement relative to the prior year; and,
• Cause to be prepared an annual operating budget.

1. b) The Vice-President shall:

• Perform the duties of the President in the absence of the President or in the event of the President’s inability or refusal to act; and,
• Shall be the Chairman the Review and Assessment Committee

1. c) The Treasurer shall:

• Have the responsibility of receiving all funds due CDIHOA, depositing them in a chartered bank selected by the Board of Directors;
• Be liaison to any entity that provides any financial services to CDIHOA;
• Be responsible for CDIHOA’s federal and state status as a “Not-for-Profit” organization;
• Provide a copy of the financial statement to the Board of Directors at each meeting;
• Ensure the required income tax statements are completed and filed with the IRS and other required agencies upon approval of the tax statements by the Board of Directors;
• Submit to the Board of Directors at the Annual Meeting a financial statement relative to the prior year’s operating budget; and,
• Perform other duties usually associated with the position of Treasurer and as established by the Board of Directors and the Policies of CDIHOA.

1. d) The Secretary shall:

• Have the responsibility of recording the minutes of the meeting of CDIHOA;
• Provide notices to the Board of Directors relative to meeting and other important information;
• Maintain in good standing CDIHOA’s Affiliate Agreement with governing bodies;
• Certify eligible voting members; and,
• Perform other duties as is customary to the position of Secretary and as established by the Board of Directors and the Policies of CDIHOA.

Section 6.3 – Appointed Positions

All appointed positions may remain in that position without re-appointment for 3 years

The Board of Directors shall solicit the membership for a list of interested candidates 30 days prior to the annual general membership meeting

The Board of Directors shall interview the potential candidates and shall the appoint the candidate the Board deems best to serve in the appointed position within 45 days of the Annual General Membership Meeting

1. Scheduler

The association scheduler shall:

• Assign games based on Chapter participation, Executive Board input and USA Hockey Guidelines
• Assign members to the games that are the association’s responsibility
• Notify members of any changes in assignments;
• Be the association’s scheduling interface to the organizations served by the association;
• Obtain USA Hockey certifications verifying the seasonal status of members.
• In carrying out these duties the scheduler shall be guided by the Executive Board.
• The scheduler ex officio member of the Board of Directors without voting rights

1. Mentor Coordinator

• Responsible for the training and development of new officials so they can be graduated from the mentor program
• The Mentor Coordinator can also serve as an At-Large Member of the Board of Directors

1. Web Master

• Responsible for maintaining  the CDIHOA Web Site
• The Web Master can also serve as an At-Large Member of the Board of Directors

ARTICLE 7 – STANDING COMMITTEES

Section 7.1 – General Committees

CDIHOA may establish ad-hoc committees by the action of the Board of Directors. Committees such formed shall have a minimum of three (3) members with a Board of Directors serving as Chairperson. The Board of Directors will select committee members. Committees shall terminate at the Annual Meeting and may be put back into place once the new Board of Directors is selected.

Section 7.2 – Review and Assessment Committee

The Board of Directors shall appoint a Review and Assessment Committee. The committee shall be chaired by the Vice-President and have a minimum of three (3) other members selected from the general membership. This committee shall hear all issues brought against any member and provide a recommendation for action to the Board of Directors.

ARTICLE 8 – ELECTION PROCEDURE

Section 8.1 – General

Candidates for the Board of Directors shall be voted upon by the General Membership within 7 days immediately following the Annual Meeting by electronic ballot via Internet voting site. Elected candidates will be At Large Members.

At the completion of the Board of Director election process, and within thirty (30) days, the board will meet to elect its officers to include: President, Vice President, Secretary and Treasurer.

No Board Member may remain in that position without an election for more than three (3) years.

Only Active Members in good standing shall be permitted on the ballot.

Section 8.2 – Nomination Procedure

The Board of Directors shall appoint a Nominating and Elections Committee and the Chairman of the committee.  The Nominating and Elections Committee shall:

1. Be responsible for monitoring the Election process;
2. Be appointed no later than 60 days prior to the date set for the Annual Meeting;
3. Solicit the membership for nominations;
4. Ensure that a nomination list of the candidates is properly posted to all Active Members prior to the Annual Meeting; and,

Nominations must be submitted no later than thirty (30) days prior to the Annual Meeting in order to be on the ballot.

Section 8.3 – Election Procedure

Initial voting shall be conducted within 7 days immediately following the Annual Meeting by ballot delivered by electronic ballot via Internet voting site.  A list of candidates will be provided at the Annual Meeting

All Active Members in good standing will be eligible to vote

Write-in candidates shall be allowed.

The candidate with the most votes shall be declared the winner.

In the event of a tie vote for any position, there shall be a run-off election between those tied candidates receiving the most votes in the first balloting. If a tie vote results in the second balloting, a majority vote by the Board of Directors shall decide upon a winner.

In the event that no one is elected to fill a position, that position will remain vacant until the other Board of Directors are elected, who will then fill the vacancy as defined in Section 5.6.

The elections shall be certified Nominating and Elections Committee within 14 days immediately following the Annual Meeting. Once certified, the newly elected Board of Directors shall assume their responsibilities.

ARTICLE 9 – DISCIPLINE OF MEMBERS

Section 9.1 – Grounds for Discipline

Members of CDIHOA are liable to be fined, placed on probation, suspended or expelled for any of the following reasons:

1. A violation of these By-Law’s;
2. A violation of the Policies of CDIHOA;
3. Decisions of the Board of Directors; or,
4. Conduct conclusively established to be contrary to the best interests of CDIHOA.

Section 9.2 – Notification of Charges

A member charged with a serious violation shall be provided with copies of all documents related to the charges.

Section 9.3 – Right of Hearing

A member charged with a serious violation shall have the right to appear in person or by written statement made before the Disciplinary Committee. Such right shall be afforded prior to the imposition of any fine, penalty or other disciplinary action. A member may be placed on “temporary leave” prior to such hearing. This action will not violate the member’s right to a hearing. A member may seek a hearing within ten (10) days of the date of the written notification. A hearing will be scheduled within ten (10) days of receipt of the request for hearing. A written decision shall be made and sent to the member by certified return receipt mail, within ten (10) days after the hearing date. A majority vote of the members of the Disciplinary Committee shall determine its decision. CDIHOA is not responsible for any possible legal fees incurred by the member.

Section 9.4 – Appeal

Any member suspended by the Disciplinary Committee shall have the right to appeal to the Board of Directors by giving written notice within seven (7) days of receipt of the Disciplinary Committee’s decision. The Board of Directors shall decide the appeal on the record before the Disciplinary Committee and on its review of any further written arguments to be submitted by both parties and received by the Chairman no later than seven (7) days prior to the date set for oral argument. Notice of the date for oral argument shall be sent by the Chairman no later than ten (10) days before the date for oral argument. Legal counsel may participate, provided CDIHOA is notified at least three (3) days prior to the date of the hearing. A written decision shall be made by majority vote of the Board of Directors, and sent by certified return receipt mail, within ten (10) days of the date on which oral argument was heard.

ARTICLE 10 – INDEMNIFICATION OF OFFICERS AND DIRECTORS

Section 10.1 – General

Since ice hockey, by its very nature is defined as a collision sport and it bears with it the possibility of injury the following disclaimer is instituted as a guideline in the pursuit of a damage claim not covered by the medical and liability insurance each member is entitled to as a member of USA Hockey and exemption under the laws of incorporation in New York State.

Each Officer, Director, Appointee now or hereafter serving the duties of elected or appointed office of this Association and each person who at the request of or on behalf of this Association is now serving or hereafter serves, and their respective heirs, executors and administrators of each of them shall be indemnified and held harmless to the fullest extent provided by law against all costs, expenses, judgments and liabilities, including attorney fees, reasonably incurred by or imposed upon him/her arising or in connection with, or resulting from any claim, action, suit or proceeding, civil or criminal, in which he/she is or may be made a party by reason of his/her connection with, or resulting from his/her having been such Officer, Director or Appointee at the time of incurring such costs, expenses, judgments and liabilities, provided that in his/her connection in his/her official capacity as a member of CDIHOA Inc, he/she acted in good faith and in a manner he/she reasonably believed not opposed to the best interests of CDIHOA Inc. and in any case of any criminal proceeding, he/she had no reasonable cause to believe his/her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of “nolo contendere” or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he/she believed to be in or not opposed to the best interests of CDIHOA Inc. or had reasonable cause to believe his/her conduct was unlawful. The foregoing right of indemnification shall not he exclusive of other rights to which an Officer, Director or Appointee may be entitled as a matter of law. Such indemnification shall be governed by and consistent with New York State laws titled Not-for-Profit Corporation Law, Article 7, § 724

ARTICLE 11 – AMENDMENTS AND CHANGES TO THE BY-LAWS

Section 11.1 – Procedures

Proposed amendments or alterations to the by-laws must be submitted at a regular meeting of the Board of Directors and discussed as a regular agenda item. The Board may then consider action on the proposed amendments or alterations no sooner than twenty-one (21) days following the meeting at which the proposed amendment or alteration was advanced.

Section 11.2 – Adoption

Amendments or alterations to these by-laws shall be made only by a two-thirds majority vote of the membership.

Voting shall be done by electronic ballot delivered via Internet voting site.

ARTICLE 12 – MISCELLANEOUS PROVISIONS

Section 12.1 – Fiscal year

The fiscal year of CDIHOA shall end on the last day of May each year.

Section 12.2 – Not for Profit

This association is one that does not contemplate pecuniary gain or profits to the members thereof and is organized for not-for-profit purposes. No part of any net earnings thereof shall inure to the benefit of any member or any individual.  The association shall have no capital stock.

Section 12.3 – Directors and Officers Insurance

Directors and Officers (D&O) insurance shall be obtained and maintained by CDIHOA.

Section 12.4 – Depositories

The Board of Directors may appoint banks, trust companies or other depositories in which CDIHOA monies or securities shall be deposited.

Section 12.5 – Checks, Drafts, and Notes

All checks, drafts or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of CDIHOA that exceed $200.00 shall be signed by two (2) such officers or agents as designated by resolution of the Board of Directors.

Section 12.6 – Contracts and Other Information

Except as otherwise provided in these By-laws, the Board of Directors may authorize any officer or agents to enter into any contract or execute and deliver any instrument in the name and on behalf of CDIHOA. Such authority may be general or confined to specific instances as approved by the Board of Directors.

Section 12.7 – Dissolution

A resolution to dissolve this corporation may be adopted by the Board of Directors, directing that the question of such dissolution be submitted to a vote at a meeting of members, which may be either a regular or special meeting. Written notice stating that a purpose of the meeting is to consider the dissolution of the corporation shall be given to each member entitled to vote not less than 20 days prior to the date set for the meeting. At such meeting, the resolution for dissolution shall be adopted by the affirmative vote of at least two-thirds of the members present and voting.

Section 12.8 – Disposition of assets

Upon the dissolution of the corporation, the Board of Directors shall pay or make provision for the payment of all of the liabilities of the corporation. The Board of Directors shall then convey all of the remaining assets of the corporation to one or more organizations engaged in substantially similar activities to this corporation. Such organization or organizations shall be operated exclusively for charitable or educational purposes as shall at the time qualify as exempt organization or organizations under the Internal Revenue Code.

ARTICLE 13 – ADOPTION AND AMENDMENT HISTORY

Section 13.1 – Adoption of By-Laws

Adopted by the General Membership by electronic ballot via Internet voting site on February 28, 2011

Section 13.2 – Amendments