By-Laws

 

BY-LAWS OF

INDIANA LACROSSE OFFICIALS ASSOCATION INC.

A NOT-FOR-PROFIT CORPORATION

 

 

ARTICLE I: ORGANIZATION

  1. The name of the organization shall be INDIANA LACROSSE OFFICIALS ASSOCIATION INC., a Not-For-Profit corporation of the State of Indiana, and shall be referred to in these bylaws as “ILOA” or “Association”.
  2. The organization FEIN is XX-XXXXXXXX.
  3. The organization may at its discretion by a vote of the membership body change its name.

 

ARTICLE II: PURPOSES

Indiana Lacrosse Officials Association has been established for the purpose of the following:

  • to train boys’ and men’s lacrosse officials by facilitating the study of lacrosse rules and interpretations, mechanics, game management, and communication;
  • to certify ILOA members according to standards promulgated by national lacrosse organizational bodies, such as US Lacrosse (USL) and the US Box Lacrosse Association (USBOXLA);
  • to recruit, organize, and appropriately assign certified lacrosse officials to officiate games played in the ILOA service area;
  • to work with the lacrosse community in Indiana and beyond to promote a high level of sportsmanship and fair-play in the game of lacrosse.

 

ARTICLE III: MEMBERSHIP

The Association welcomes all members regardless of race, religion, gender, or national origin.

There are two types of membership in ILOA:  Regular and Junior.  Junior members are officials who have met all Regular membership criteria other than the minimum age and/or still attend high school.  They must be at least 14 years old and may only officiate games two or more years below their age level; they are precluded from officiating any high school level game; and are ineligible to hold office or vote on association matters until they turn 18.

To become and remain an active Regular member of the Association an individual must meet the following requirements:

  • Be at least 18 years old and not attending high school;
  • Be a member in good standing of US Lacrosse as an official;
  • Payment of ILOA dues by the established deadlines;
  • Completion of the annual education requirements set forth by the ILOA;
  • Passing grades on annual officiating examinations. The minimum percentage correct is defined by the certification requirements of the respective national organizing body or by ILOA when it designs its own tests.
  • Adherence to the ILOA Code of Conduct.

Transfer members will be considered for approval by the Membership Committee.  A transfer individual should forward a recommendation from their former association.

No individual shall be allowed to work any ILOA assigned games unless they have met the requirements listed above.

Member officials are considered Independent Contractors who work for the game-sponsoring school, club, or organization, and as such have no standing with ILOA regarding employment issues.  All officials are personally responsible for reporting and satisfying any tax obligations that arise from their officiating duties.  In addition, ILOA membership does not guarantee game assignments, which are contingent on staffing requirements, individual capability and contractual stipulations with clients.

Members will never be denied assignments due to their race, religion, gender, or national origin.

A member may resign by written notification to the Secretary of the Association.  Such resignation shall not relieve the resigning member of any obligation to pay dues, assessments or other charges previously accrued and unpaid prior to the receipt of such resignation, nor shall it entitle the resigning member to any whole or partial reimbursement of dues paid.

 

ARTICLE IV: DUES

The dues of this organization shall be payable annually to the Association in such amount as determined by quorum of the Board of Directors and shall be made known to the membership as soon as any change is ratified.

 

 ARTICLE V: COMMUNICATION WITH MEMBERS

Each member must, at a minimum, enter his or her email address into the assigning system (currently ArbiterSports.com), and ILOA shall use that address as the primary means of communicating directly with its members.  ILOA shall not be responsible for ensuring that emails directed to them are not deleted or quarantined as spam.  Communication through the ILOA website, text messaging, Twitter, or any other online service is secondary and should not be solely relied upon for important association news.

 

ARTICLE VI: MEETINGS

The annual meeting of the membership of the Association shall be held during the first quarter of every year. At least ten (10) days prior to the meeting, a notice shall be sent to each association member including the time and place of the meeting and any pertinent information on scheduled actions. Failure of one or more members to receive notice shall not void any meeting, provided that reasonable steps were taken to give such notice in a timely manner.  The Board of Directors may elect to hold the Annual Membership Meeting via video/conference call.  In such a case, a service shall be utilized whereby attendance can be recorded and any votes tallied.

Special Meetings of the members of the Association may be called by the President. A Special Meeting may also be called at the request of at least two members of the Board of Directors.  At least ten (10) days prior to any Special Meeting of the membership, a notice shall be sent to each member of the time and place of the meeting and the general purpose of the meeting. Failure of one or more members to receive notice shall not void any meeting, provided that reasonable steps were taken to give such notice in a timely manner.

In lieu of having a Special Meeting of the membership, the Board of Directors may present items to the membership for a vote in writing with instructions on how to cast a vote. Such a notice and ballot may be sent to members via electronic means. Notice and ballot shall be sent to each member at least ten (10) days prior to the time ballots must be returned or submitted electronically. Failure of one or more members to receive such notice shall not void any such vote, if reasonable steps were taken to give such notice in a timely manner.

The Board of Directors may recommend to the membership a specific course of action on the ballot, but only if it fairly states, in writing, the arguments on the other side. In such a case, the question shall be decided by a majority of votes cast by the deadline no matter how many ballots are received.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

 

ARTICLE VII: VOTING

Each member in good standing shall have one vote. No proxy voting shall be allowed.

At meetings, voting may be conducted by voice, hand, paper ballot, electronically, or by some combination thereof.

Any question may be voted upon at a regular meeting, if a majority so requires.  At a Special Meeting, questions not specified in the meeting notice must have unanimous consent by those in attendance prior to discussion and/or voting.  When votes are made by non-electronic means, the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically kept in the official records of the Association.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

 

ARTICLE VIII: QUORUM

A quorum to transact Association business at any regular or special meeting of the Association is one quarter (1/4) of the Regular voting membership.

A quorum for the Board of Directors shall consist of a majority of currently seated Directors.

 

ARTICLE IX: BOARD OF DIRECTORS AND ELECTION OF

The business of this organization shall be managed by a Board of Directors consisting of at least seven members: one representative each from the North and South geographical regions, two representatives from the Central region, and two At-Large representatives. All directors shall be residents of the State of Indiana.

The term of office for Directors is two years.  The board seat terms are staggered such that no more than four Directors are elected in any one year.  The exception to this policy could arise if a Director vacates a seat prior to expiration of his/her term.  In that event, a new Director will be elected to complete the original term of office, after which the seat will re-open for election.

Directors are limited from serving more than two consecutive terms, regardless of the seat or of the length of the term(s) served.  A Director whose eligibility has expired due to consecutive terms may once again be eligible to hold office after being off the board for one full election cycle (a year).

All members of the Board of Directors shall be chosen by the members of the Association from a group of nominees, with those nominees who obtain the greatest plurality of votes being elected.

The Board of Directors shall notify the membership of all dates and details regarding the annual election, and ask that all interested members submit to the Board for consideration of nomination. Nominations may be made by any member in good standing. The Board will compile a list of nominations for each vacant/available position on the board from interested members.

The election may be conducted by e-mail, paper ballot, or online voting. An e-mail or paper mail ballot, or an emailed link to an online voting website, shall be sent to each member of the Association entitled to vote not later than ten (10) days before the date set for the counting of the ballots. Each marked ballot is to be promptly returned to the Secretary by e-mail, or if a paper ballot, in a sealed envelope either by mail or in person. All returned ballots must be received no later than the date set for the counting. Online voting polls will be configured to accept votes until the specified date and time of closing.  At the conclusion of the voting period, the Secretary shall promptly ascertain and certify the results of the election, and announce these results to the membership via email or mail.

The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

A majority of the members of the Board of Directors shall constitute a quorum and meetings of the Board of Directors shall be held regularly on dates coordinated by the President.

Each director shall have one vote.  No proxy voting shall be allowed.

The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

Vacancies in the Board of Directors shall be filled by a vote of the membership.

A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director. A director subject to removal may be represented by counsel at a removal hearing.  The Board of Directors shall be empowered to stipulate rules for such a hearing, and may in doing so employ its discretion to act in the best interests of the organization.

 

ARTICLE X: OFFICERS

Officers shall by virtue of their office be members of the Board of Directors. Officers shall be determined by majority vote of the Board of Directors at the first board meeting following annual elections.

No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.

The initial officers of the organization shall be as follows:

 President

The President is the chief executive of the organization.  He shall:

  • by virtue of his office be Chairman of the Board of Directors;
  • preside at all membership meetings;
  • present at each annual meeting a report of the work of the association;
  • ensure that all financial records, reports and certificates required by law are properly kept or filed;
  • appoint a person or committee to negotiate with each group seeking lacrosse officials in the ILOA service area.

 Vice President

The Vice President shall in the event of the absence or inability of the President to exercise his office become acting president of the organization with all the rights, privileges and powers as if he had been the duly elected president.

Secretary

The Secretary is responsible for all correspondence of the corporation.  He shall:

  • keep the minutes and records of the corporation in appropriate books;
  • give and serve all corporation notices to members of the organization;
  • present at membership meetings any communication addressed to him as Secretary of the corporation;
  • submit to the Board of Directors any communication addressed to him as Secretary of the corporation;
  • in the event of a vote by the membership outside an Annual or Special Meeting, maintain authority over distribution, collection, and counting of the ballots;
  • exercise all duties incident to the office of Secretary.

Treasurer

The Treasurer is the official custodian of the financial records and seal of the organization.  He shall:

  • report to the Board of Directors a summary financial report at each regular Board meeting;
  • keep record of all fees paid by any member and shall report to the Board of Directors all member(s) who are delinquent in their dues;
  • be one of the officers required to sign the checks and drafts of the organization;
  • File any certificate required by any statute, federal or state.

 

ARTICLE XI: ASSIGNORS

The Board of Directors shall appoint one or more Assignors to provide officiating crews for games played within the Association’s service area. The Assignors shall perform whatever additional duties and have whatever additional powers the Board of Directors or President may temporarily assign to them. These positions shall be approved by the Board of Directors on an annual basis, and shall together constitute the Assigning Committee.

Assignors are considered independent contractors and do not receive compensation from the Association.  They are paid directly by the leagues, teams, or other organizations for whom they provide assigning services.

 

ARTICLE XII: COMMITTEES

The Board of Directors shall be responsible for the formation of all committees of this organization and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

Permanent committees shall be designated and reviewed by the Board of Directors from time to time as deemed necessary. These standing committees include:

  • Finance Committee
    • Comprised of the Association Treasurer and 2 or more additional members. The committee shall prepare an annual Association budget and audit the Treasurer’s records and report to the Board of Directors.
  • Membership Committee
    • Responsible for locating and encouraging qualified persons for membership;
    • Tracks the certification status of members and notifies the assigning committee of eligibility to be placed on games.
  • Liaison Committee
    • Oversees and investigates incidents and situations involving questionable conduct or sportsmanship by member officials, game participants, and spectators;
    • Coordinates/communicates with leagues and other clients to resolve situations and lay groundwork to prevent future problems;
    • If necessary, works with ILOA trainers and observers to devise and implement remedial action for officials involved;
    • In major cases, refers situation to Board of Directors and provides recommended action.
  • Technology Committee
    • Manages the Association website and other online services and resources;
    • Maintains electronics records of the Association;
    • Provides technical support for training clinics.
  • Training Committee
    • Comprised of Certified Trainers, USL State Coordinator, and other volunteers;
    • Plans and executes annual certification training clinics.
  • Assigning Committee
    • Comprised of assignors for North Region, South Region, Central Region High School, and Central Region Youth.
  • Playoff Selection Committee
    • Comprised of one member from each of the Assigning, Liaison, and Observation Committees. No individual will serve in consecutive years;
    • Coordinates with leagues to select officials to be assigned to semi-final and final state tournament games.
  • Observation and Mentoring Committee
    • Works with other committees to identify and select candidates for observation;
    • Maintains roster of approved observers and assigns them to games;
    • Coordinates mentor pairing.

The Chairman of each committee shall be a member of—and selected by vote of—the Board of Directors and shall have the authority to select officer or non-officer members to serve on his committee. He will also schedule committee meetings (in person or via conference/video call) at his discretion.

 

ARTICLE XIII: SALARIES

The Board of Directors shall hire and fix the compensation of any and all employees or contractors that they in their discretion may determine to be necessary for the conduct of the business of the organization.

 

ARTICLE XIV: DISCIPLINARY MEASURES

A Member who violates or causes another member to violate these bylaws or the ILOA Code of Conduct may be censured, suspended, or expelled from active membership in the following manner:

  1. Complaints shall be directed to the ILOA Liaison Committee, and must be filed in a timely manner after any incident. The complaint must include the name and contact information of the person(s) making the complaint; a detailed description of the act(s) committed, including date and location; and the names of the ILOA member(s) involved, as well as any other ILOA members known to be present.
  2. The Liaison Committee will investigate the complaint and recommend a course of action. The investigative procedure shall conform to a protocol adopted by the Committee, and include sufficient transparency for member(s) involved to provide relevant information regarding its disposition. The Liaison Committee is herein authorized to attend directly to offenses of a lesser nature, and to coordinate with trainers and observers to remedy flaws in the official’s judgement, rules application, game mechanics, and game management.
  3. Offenses of a more serious nature, as well as appeals to decisions made by the Liaison Committee, will be brought before the Board of Directors and treated as follows.
  4. When a complaint is referred to the Board of Directors, the member(s) involved shall be afforded a reasonable period of time to provide a written response.
  5. Upon receipt of a response, or upon lapsing of the time granted for providing one, the Board of Directors will call a Disciplinary Hearing, such notification to include who will be in attendance and what format the meeting will follow. The member(s) involved will have an opportunity to appear at the meeting to speak in his/her own defense and shall not be precluded from bringing a personal representative.
  6. Following the Hearing, the Board of Directors will consider all evidence—written, verbal and electronic—and decide by majority vote whether the complaint is valid.
  7. If the complaint is found valid, the Board of Directors shall decide by majority vote how to discipline the member(s) involved, and shall notify the member in writing of their decision.
  8. Disciplinary action may include, but is not limited to, withdrawal of game assignments, suspension from membership for a set duration, suspension from membership until specific requirements are met, expulsion from membership, or any other action deemed appropriate.
  9. If, after a Disciplinary Hearing, a member has been adjudged guilty and disciplined, he may appeal the verdict and/or punishment before the general Association membership by submitting notice to the Board of Directors within 30 days following receipt of formal notice of said result. The Board of Directors will subsequently call a Special Meeting of the membership, as described in these bylaws, and include on its agenda the member’s appeal.

 

ARTICLE XV: DISSOLUTION OF CORPORATION

In the event that the Association ceases to exist, any remaining assets shall be conveyed to an Indiana based, lacrosse-focused not-for-profit corporation with tax exempt status under Section 501(c)(3) of the Internal Revenue Code.  The preferred recipient shall be the Indiana Chapter of US Lacrosse, provided that that entity continues to exist and retains the above mentioned tax exempt status.

 

ARTICLE XVI: AMENDMENTS

These bylaws may be altered, amended, repealed or added to by a majority vote of the Board of Directors.

 

Adopted by the ILOA Board of Directors on December 4, 2017