Section 1. ARTICLES OF ORGANIZATION AND GENERAL
The name and purposes of the corporation shall
be as set forth in the Articles of Organization. These By-laws, (a/k/a
Constitution) the powers of the corporation and of its directors, officer and
members, and all matters concerning the conduct and regulation of the business
and affairs of the corporation shall be subject to the Bylaws, Rules Regulations
and to such provisions in regard thereto, if any, as are set forth in the
Articles of Organization as from time to time in effect.
NEISOA is committed to a policy of equal
opportunity for all its members and prospective members. NEISOA prohibits
discrimination or harassment against any individual on the basis of race, color,
creed, religion, sex, age, sexual orientation, national origin or disability.
Articles of Organization.
The term “Articles of organization “mean the restated Articles of
Organization filed with the Secretary of the Commonwealth of Massachusetts on
the day of , 2010.
The term “Board” shall mean the Board of Directors of the corporation (
Executive Board) as set forth in Section 3 hereof.
The term Board Committee shall mean a body whose numbers are elected or
appointed by the President or Executive Board and may be authorized to exercise
a designated portion of the authority of the Executive Board as a group or as
individual members as the President or Executive Board my so designate when they
are not in session, or to act as consultant or advisor to the President or
Executive Board at any meeting so designated within the meaning of the Bylaws.
The term “Bylaws” shall mean the Bylaws of this corporation (Constitution),
except where the reference is specifically made to the Bylaws of another entity
The term “corporation” shall mean the New England Intercollegiate Soccer
Officials Association (NEISOA) a charitable non-profit corporation.
The term “corporate member” ( member) shall mean the New England
Intercollegiate Soccer Officials Association in the capacity of sole member or
individual in any capacity as designated in Article 7 and inclusive sections of
the non-profit corporation.
The term “Director” shall mean any member of the Board of Directors as set
forth in Section 3, hereof.
term “member” shall refer either to a person who is a participant on an
organized unit of the corporation such as the Board of Directors or Board
Committee, or to a member of the corporation provided for in the following
definition or Sections 3.5, 4.1 & 8 et seq., herein, Otherwise the
corporation shall have no members for the purpose of Massachusetts General Laws
Chapter 180, as amended, or any other law, rule or regulation. Any action or
vote otherwise required or permitted by Chapter 180 or any other law, rule or
regulation to be taken by the members as defined herein shall be taken by action
or vote of the same percentage of the directors of the corporation.
Any individual may be a member of the
corporation subject to reaching the age of 18 years of age and complying with
qualification and maintenance requirements set forth by the New England
Intercollegiate Soccer Officials Association, Executive Board.
term “officer” shall mean one or more of those officers as set forth in
Section 4 hereof.
Section 2. MEETINGS
2.1. Annual Meeting and Mandatory Rules
Interpretation Clinic. The annual meeting of the corporation shall be held
beginning at 9:00 a.m. on the first Saturday in August in each year (unless that
day be a legal holiday at the place where the meeting is to be held in which
case the meeting shall be held on the next succeeding day not a legal holiday)
or at such other date and time as shall be determined from time to time by the
Board of Directors. Purposes for which an annual meeting is to be held,
additional to those prescribed by law, by the Articles of Organization or by
these By-laws, may be specified by the president or by the directors. All
meetings of any type will be conducted according to Roberts Rules of order and
be conducted in accordance with the following agenda and order of business:
1. Call to order
2. Minutes of previous meeting
3. Report of the treasurer
4. Report of committees
5. Old business
6. New business
7. Good of the game
8. Election of officers (odd numbered years)
Further, all members shall be required to
attend a minimum of one scheduled meeting during a period of the first week in
August or at such other date and time as shall be determined from time to time
by the Board of Directors ( Executive Board). This meeting shall be considered
in addition to an annual meeting of the corporation as required by law, a
regional MANDATORY rules interpretation clinic conducted prior to the beginning
of the soccer season.
The meeting shall include rule interpretations,
a physical fitness test and a written NCAA rules refresher test. Passing scores
for the physical fitness test and the written refresher test shall those
standards as established by NISOA. The corporation strongly suggests that a
medical examination should be taken by each member within six weeks prior to the
physical fitness test. If no such physical examination is on file prior to the
fitness test, including those fitness tests conducted at other times and places,
an NEISOA liability waiver form must be signed prior to the testing process.
All members of the corporation shall be
provided notice of the meeting no later than Thirty (30) days prior to the
2.2 Regular Meeting. Regular meetings of
the directors may be held without call or notice at such places and times as the
directors may from time to time determine, provided that any director who is
absent when such determination is made shall be given notice. Further, in
addition to any regular meetings which may be held by the directors which shall
be a minimum of three (3) times per year. , All members of the Executive Board
must participate in 50% of all meetings as set forth in these by-laws. Failure
to participate in the designated meetings may result in the removal of such
member in accordance with these By- Laws, unless otherwise determined by the
2.3. Special Meetings. A special meeting
may be called at any time by the president, a vice president, the treasurer or
by the directors, a minimum of two or more. Each call of a meeting shall state
the place, date, hour and purposes of the meeting. Notice of all special
meetings of the directors shall be given to each director by the clerk, or in
the case of the death, absence, incapacity or refusal of the clerk, by the
officer or one of the directors calling the meeting. Such notice shall be given to each
director in person or by telephone, telegram, facsimile or electronic mail sent
to each director’s business or home address at least 24 hours in advance of
the meeting or by mail postmarked at least 48 hours in advance of the meeting.
Except as required by law, notice of a special meeting need not be given: (1) to
any director who either before or after the meeting delivers a written waiver of
notice, executed by the director, which is filed with the records of the meeting;
(2) to any director who attends the meeting and who, either prior to the meeting
or at its commencement fails to protest the lack of such notice. A notice or
waiver of notice need not specify the purpose of any special meeting unless such
purpose is the recommended removal, removal or sanctions against a director or
2.4. Place of Meeting. All meetings
shall be held at the principal office of the corporation in Massachusetts or, to
the extent permitted by the Articles of Organization, at such other place within
the United States as shall be fixed by the president or the directors. Any
adjourned session of any meeting shall be held at the same city or town as the
initial session, or within Massachusetts, in either case at the place designated
in the vote of adjournment.
2.5. Notice of Meeting. A written notice
of each meeting, unless otherwise designated in another subsection, stating the
place, date and hour and the purposes of the meeting, shall be given at least
seven days before the meeting to each director, officer entitled to vote, to
each member who, by law, by the Articles of Organization or by these By-laws, is
entitled to notice, by leaving such notice with him or at his residence or usual
place of business, or by mailing it, postage prepaid, or electronic mail addressed
to such director or, officer or member at his address as is appears in the
records of the corporation. Such notice shall be given by the clerk or an
assistant clerk or by an officer designated by the directors. Whenever notice of
a meeting is required to be given a under any provision of the Business
Corporation Law of The Commonwealth of Massachusetts or of the Articles of
Organization or these By-laws, a written waiver thereof, executed before or after the
meeting by such director, officer or member authorized and filed with the
records of the meeting, shall be deemed equivalent to such notice.
2.6. Quorum. At any meeting , a quorum
as to any matter shall consist of one half of the Executive Board members
entitled to cast a vote on the matter, except when a larger quorum is required
by law, by the Articles of Organization or by these By-laws. Any meeting may be
adjourned from time to time by a majority of the votes properly cast upon the
question, whether or not a quorum is present, and the meeting may be held as
adjourned without further notice.
2.7. Action by Vote. When a quorum is
present at any meeting, a majority of the votes properly cast upon any question
or election to an office shall decide the question except where a different
manner is required by law, by the Articles of Organization these By-laws, or the
2.8 Voting. A Director or officer,
entitled to vote, except as specified otherwise in these by-laws, shall have one
vote according to the records of the corporation, unless otherwise provided by
the Articles of Organization or the rules, regulations.
2.9. Action by Writing (Consent). Any
action required or permitted to be taken at any meeting of the Directors and
officers may be taken without a meeting if all Directors or officers entitled to
vote on the matter consent to the action in writing and the written consents are
filed with the records of the meetings. Such consents shall be treated for all
purposes as a vote at a meeting.
2.10. Presence through Communications
Equipment. Unless otherwise provided by law or the Articles of Organization,
members of the board of directors may participate in a meeting of such board by
means of a conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other at the same
time and participation by such means shall constitute presence in person at a
2.11. Proxies. To the extent permitted
by law or the rules, regulations, Bylaws or policies of the United Sates Soccer
Federation of the State Association as defined by the United Sates Soccer
Federation, Directors or officers entitled to vote may vote either in person or
by proxy. Except to the extent permitted by law, no proxy dated more than six
months before the meeting named therein shall be valid. Unless otherwise
specifically limited by their terms, such proxies shall entitle the holders thereof to
vote at any adjournment of such meeting but shall not be valid after the final
adjournment of such meeting.
Section 3. BOARD OF DIRECTORS
3.1. Number. In accordance with the
rules, regulations, the Articles of Organization and the Bylaws of this
corporation at the annual meeting of Directors (Executive Board) and officers a
vote for the election and/or confirmation of directors shall fix the number of
directors at not less than two nor more than eighteen directors (18) and shall
elect the number of directors so fixed; provided, however, that the number of
directors shall be fixed at not less than two whenever there shall be only two Directors and
not less than one whenever there shall be only one Director. The number of
directors may be increased at any time or from time to time either by the
directors by vote of a majority of the directors then in office. The number of
directors may be decreased to any number permitted by law at any time or from
time to time as directors by a vote or a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or disqualification of one or more directors.
3.2 Composition of the Executive Board :
The Executive Board shall consist of three officers and the remaining directors
and their duties as set forth below:
a. The officers shall consist of a President,
Vice-President and Secretary-Treasurer.
b. The Executive Board shall consist of the
officers, the immediate past President and two members from each geographical
area or state and the NISOA Region I Representative (NISIOA Liaison), and one
member at large chosen by a majority vote of the Executive Board . All members
of the Executive Board shall have the right to cast a vote.
c. All members of the Executive Committee
must participate in 50% of all committee meetings. Failure to do so will
result in the removal of such member, unless otherwise determined by the
3.3. Tenure. Except as otherwise
provided by law, by the Articles of Organization or by these By-laws, each
officer and executive board member representing a state or geographical location
shall hold office until the next annual meeting of the Corporation and until his
successor is duly elected and qualified by vote of the membership, or until he
sooner dies, resigns, is removed or becomes disqualified, in the following
a. The President shall rotate among the
members every two (2) years in the following manner: Maine, Massachusetts,
Rhode Island, Vermont, New Hampshire, and Connecticut.
b. The Vice-President shall be chosen from
the next state to hold the office of President and will rotate every two (2)
c. The President and the Vice-President will
be elected in even numbered years.
d. The Secretary-Treasurer shall be elected
every four (4) years.
e. The Secretary-Treasurer will be elected in
odd number years.
f. State members (representatives) of the
Executive Board will be chosen by the membership of the state or geographical
region choosing two (2) representatives from each geographical location or
g. Member at large will chosen by the
Executive Board on a biannual basis.
3.4. Powers. Except as reserved by the
Articles of Organization or by these By-laws, the Board of Directors shall have
the general management and control of all property and affairs of the
corporation, who shall have and may exercise all powers of the corporation.
3.5. Committees. The directors may, by
vote of a majority of the directors or by designation of the President then in
office, elect from their number, and may combine from individuals or members
outside their number, an executive committee and other committees and delegate
to any such committee or committees, including standing committees, some or all
of the powers of the directors except those which by law, by the Articles of
Organization or by these By-laws they are prohibited from delegating. Except as
the directors may otherwise determine, or other such provisions, rules or
regulations as the corporation may set forth, any such committee may make rules
for the conduct of its business, but unless otherwise provided by the directors
or such rules, its business shall be conducted as nearly as may be in the same
manner as is provided by these By-laws for the conduct of business by the
The following will exist as standing committees
of the corporation:
Each committee of the following committees
shall be appointed by the President, with the approval of the Executive
Committee, and consist of not less than three (3) members.
a. To supervise the administration of the
application process and written test by the members of the local soccer boards
within New England and recognized by NEISOA.
b. To establish criteria for application of
c. To establish a board of assessment capable
of assessing probationary members.
a. To conduct an annual interpretation of the
rules as stated by NCAA.
b. To rule on all questions or
interpretations of rules and shall seek rulings from higher authority when a
definite answer cannot be given.
c. To recommend changes to the NCAA on the
a. To negotiate fees with the proper
organization(s) to ensure commensurate remuneration with other college sports.
a. To rule on any violation(s) to this
constitution or by-laws.
b. To hear written exceptions to the
5. Ad Hoc
a. The President may appoint an Ad Hoc
Committee as necessary.
6. By-Law and Constitution Committee
a. This committee shall review advice and
present any corporate, Articles of Organization, by-laws, rules or regulations
or other changes that are submitted per article 12.
Section 4. OFFICERS AND AGENTS
4.1. Enumeration; Qualification. The
officers of the corporation shall consist of a president, vice president(s) a
treasurer, a clerk, and such other officers, if any, as the incorporators at
their initial meeting, or the directors from time to time, may in their
discretion elect or appoint. The corporation may also have such agents or
members, if any, as the incorporators at their initial meeting, or the directors
from time to time, may in their discretion appoint. Any officer may be but none
need be a director. The clerk shall be a resident of Massachusetts unless the
corporation has a resident agent appointed for the purpose of service of
process. Any two or more offices may be held by the same person. Any officer may
be required by the directors to give bond for the faithful performance of his
duties to the corporation in such amount and with such sureties as the directors
4.2. Powers. Except as reserved to the
Articles of Organization and to the other provisions of these By-laws, each
officer shall have, in addition to the duties and powers herein set forth, such
duties and powers as are commonly incident to his office and such duties and
powers as the directors may from time to time designate.
4.3. Election. The president, vice
president, treasurer and the clerk shall be elected annually by the directors at
their annual meeting subject to approval and ratification of a majority of the
members. Other officers, if any, may be elected or appointed by the board of
directors at said meeting or at any other time subject to approval and
ratification of a majority of the members.
4.4. Tenure. Except as otherwise
provided the law, or by the Articles of Organization or by these Bylaws, the
president, vice presidents, the treasurer and the clerk shall hold office until
the next annual meeting of the Corporation and until his successor is duly
elected and qualified by vote of the membership, or until he sooner dies,
resigns, is removed or becomes disqualified, as set forth in Section 3.3 and
until the first meeting of the directors following the next annual meeting or
until their respective successors are chosen and qualified, and each other
officer shall hold office until the first meeting of the directors following the
next annual meeting unless a shorter period shall have been specified by the
terms of his election or appointment, or in each case until he sooner dies,
resigns, is removed or becomes disqualified, or until their respective
successors are chosen and qualified. Each agent shall retain his authority at
the pleasure of the directors.
4.5. Chief Executive Officer. The chief
executive officer of the corporation shall be the president or such other
officer as is designated by the directors and shall, subject to the control of
the directors, have general charge and supervision of the business of the
corporation and is responsible for the planning implementation and supervision
of the Corporation programs and ensures compliance with them. If no such
designation is made, the president shall be the chief executive officer. Unless
the board of directors otherwise specifies,, the chief executive officer shall
preside, or designate the person who shall preside, at all meetings, and of the
meetings of the Executive Board, Further, the President, except as otherwise
provide in the provision of these By-Laws, shall appoint members to committees
and positions in the corporation subject to approval by a majority vote of the
Executive Board then in attendance at a meeting or as otherwise provided in
4.6. President and Vice Presidents. The
president shall have the duties and powers specified in these By-laws and shall
have such other duties and powers as may be determined by the directors.
Further, the president shall have no vote except when a vote on any matter of
the voting members of the Executive Board results in equally divided votes, at
which time the president shall cast a vote. Any vice president shall have such
duties and powers as in the Bylaws, rules regulations and policies of the
Corporation, and such other duties and powers as may be designated from time to
time by the Directors. In the absence of the President, he/she shall perform the
duties of the President, as well as at all other times preside over the
4.7. Treasurer and Assistant Treasurers/
Secretary. Except as the directors shall otherwise determine, the treasurer
shall be the chief financial and accounting and record keeping officer of the
corporation and shall be in charge of its funds and valuable papers, books of
account and accounting records, and shall have such other duties and powers as
may be designated from time to time by the directors. This shall include but not
be limited to setting up and maintaining bank accounts in the name of the
corporation; disbursing those funds in accordance with procedures as established
by the Executive Board; maintain a detailed an accurate accounting of the income
and expenditures; complete a yearly audit and submit a formal report to the
Executive Board; arrange for and secure annual bonding and indemnification
coverage for the Executive Board; be responsible for and maintain membership
applications, records, and all procedures, notifications and records related to
dues, fees and fines In addition it shall be his or her responsibility to record
the minutes of all meetings and preserve all the records of the corporation. Any
assistant treasurers shall have such duties and powers as shall be designated
from time to time by the directors.
4.8. Clerk and Assistant Clerks/ Rules
Interpreter. The clerk shall record or keep records of all proceedings of
the meetings of the directors and give notices as are required by these bylaws,
which records, or documents shall be kept at the principal office of the
corporation or at the office or of its clerk and shall be open at all reasonable
times to the inspection of any director. In the absence of the clerk from any
meeting, an assistant clerk, or if there be none or he is absent, a temporary
clerk chosen at the meeting, shall record the proceedings. If no secretary is
chosen or appointed, the clerk shall keep a true record of the proceedings of
all meetings of the directors and in his absence from any such meeting an
assistant clerk, or if there be none or he is absent, a temporary clerk chosen
at the meeting, shall record the proceedings thereof. Further, the Rules
Interpreter is responsible for interpretation of all laws and/or rules of the
game of soccer which are applicable to the services provided by the corporation.
The rules interpreter will, from time to time, train and educate the members in
the proper application and interpretation of the rules of the game of soccer.
Any assistant clerks shall have such other duties and powers as shall be
designated from time to time by the directors.
4.9. Secretary and Assistant Secretaries.
If a secretary is chosen or appointed, he shall keep a true record of the
proceedings of all meetings of the directors and in his absence from any such
meeting an assistant secretary, or if there be none or he is absent, a temporary
secretary chosen at the meeting, shall record the proceedings thereof. Any
assistant secretaries shall have such other duties and powers as shall be
designated from time to time by the directors.
4.10 Chapter Contacts. Each subchapter
of NEISOA shall have a designated person within the subchapter whose
responsibilities and duties shall be consistent with those established by NISOA
and include but not be limited to managing administrative matters, communication
and distribution of various matters from and to the subchapter membership as
delegated, determined or decided by the sub Chapter, Executive Board or NISOA.
Chapter contacts in accordance with NISOA policy are responsible for the
election of the NISOA Region I Executive Board member (NISOA Liaison) and will
each cast one vote in accordance with the majority of sub chapter membership’s
choice for Region I representative. Each Chapter contact will be nominated and
elected by majority vote the subchapter membership on a semiannual basis in a
year opposite the election of the NISOA Region I Executive Board member (NISOA
4.11 Evidence of Authority. A
certificate by the clerk or secretary or an assistant or temporary clerk or
secretary as to any matter relative to the Articles of Organization, By-Laws,
records of the proceeding of the Incorporator, Board of Directors, or any
committee of the Board of Directors, as to any action take by any person or
persons as an officer or agent of the corporation, shall as to all persons who
rely thereon in good faith, be conclusive evidence of the matters so certified.
Section 5. RESIGNATIONS, REMOVALS, SUSPENSION
Any director or officer may resign at any time
by delivering his resignation in writing to the president, the treasurer or the
clerk or to a meeting of the directors. Such resignation shall be effective upon
receipt unless specified to be effective at some other time. A director
(including persons elected by directors to fill vacancies in the board) may be
removed from office (a) with or without cause by the vote of a majority of
directors or (b) with cause by the vote of a majority of the directors then in
office. The directors may remove any officer elected by them then in office with
or without cause by the vote of a majority of the directors subject to approval
and ratification of the members. A director or officer may be removed for cause
only after reasonable notice and opportunity to be heard before the body
proposing to remove him. No director or officer resigning, and (except where a
right to receive compensation shall be expressly provided in a duly authorized
written agreement with the corporation) no director or officer removed, shall
have any right to any compensation as such director of officer for any period
following his resignation or removal, or any right to damages on account of such
removal, whether his compensation be by the month or by the year or otherwise;
unless in the case of a resignation, the directors, or in the case of a removal,
the body acting on the removal, shall in their or its discretion provide for
compensation. The directors may censure or suspend any director, officer, member
or agent for cause after giving such individual an opportunity to have a hearing
before the entire Board of Directors. Censure, suspension or reinstatement shall
require the affirmative vote of two thirds majority of the Board of Directors.
Section 6. VACANCIES
Any vacancy in the board of directors,
including a vacancy resulting from the enlargement of the board, may be filled
by the directors by vote of a majority of the directors then in office subject
to ratification and approval of the members. The directors shall elect a
successor if the office of the president, vice president, treasurer or clerk
becomes vacant and may elect a successor if any other office becomes vacant.
Each such successor shall hold office temporarily or for the unexpired term, and
in the case of the president, vice president, treasurer and clerk, until his
successor is chosen and qualified subject to the bylaws, or in each case until
he sooner dies, resigns, is removed or becomes disqualified. The directors shall
have and may exercise all their powers notwithstanding the existence of one or
more vacancies in their number.
Section 7. INDEMNIFICATION OF DIRECTORS AND
The corporation shall, to the extent legally
permissible, indemnify each of its directors and officers (including persons who
serve at its request as directors, committee members, agents or appointees of
directors, officers or trustees of another organization, or in any capacity with
respect to any employee benefit plan) who have served at any time against all
liabilities and expenses, including without limitation amounts paid in
settlement payments, satisfaction of judgments, in compromise or as fines and
penalties, and counsel fees, reasonably incurred by him in connection with the
defense or disposition of any threatened, pending or completed action, suit or
other proceeding, whether civil or criminal or investigative, in which he may be
involved, while in office or thereafter, by reason of his being or having been
such a director or officer, except with respect to any matter as to which he
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that his action was in the best interest of the
corporation (any person serving another organization in one or more of the
indicated capacities at the request of the corporation who shall have acted in
good faith in the reasonable belief that his action was in the best interest of
such other organization to be deemed as having acted in such manner with respect
to the corporation) or, to the extent that such matter relates to service with
respect to any employee benefit plan, in the best interest of the participants
or beneficiaries of such employee benefit plan; provided, however that as to any
matter disposed of by a compromise payment by such director or officer, pursuant
to a consent decree or otherwise, no indemnification either for said payment or
for any other expenses shall be provided unless such compromise shall be
approved as in the best interest of the corporation, after notice that it
involves such indemnification: (a) by a disinterested majority of the directors
then in office; or (b) by a majority of the disinterested directors then in
office, provided that there has been obtained an opinion in writing of
independent legal counsel to the effect that such director or officer appears to
have acted in good faith in the reasonable belief that his action was in the
best interest of the corporation. Expenses, including counsel fees, reasonably
incurred by any director or officer in connection with the defense or
disposition of any such action, suit or other proceeding may be paid from time
to time by the corporation in advance of the final disposition thereof upon
receipt of an undertaking by such director or officer to repay the amounts so
paid to the corporation if it is ultimately determined that indemnification for
such expenses is not authorized under this section. The right of indemnification
hereby provided shall not be exclusive of or affect any other rights to which
any director or officer may be entitled. As used in this section, the terms
"director" and "officer": include the relevant individual's
heirs, executors and administrators, and an "interested" director or
officer is one against whom in such capacity the proceedings in question or
another proceeding on the same or similar grounds is then pending. Nothing
contained in this section shall affect any rights to indemnification to which
corporate personnel other than directors and officers may be entitled by
contract or otherwise under law.
This section constitutes a contract between the
corporation and all those who are indemnified. No amendment or repeal of the
section which adversely affects the right of the those indemnified under this
section shall apply with respect to the acts or omissions of such indemnified
individual(s) that occurred any time prior to such amendment or repeal, unless
such amendment or repeal was voted for by or was made with the written consent
of such indemnified individual(s).
Section 8: MEMBERSHIP
8.1 Membership Qualifications
a. Applicants for membership shall indicate
their desire by contacting the local soccer chapter designated for their
geographic area. .
b. The applicant must be eighteen (18) years
of age or older.
c. Meet all the criteria as established for
membership in NISOA
d. The Applicant must submit documentation
through the local chapter of his designated geographic area demonstrating
he/she meets the criteria to become a member of NISOA which shall include at
least three (3) years of officiating experience at the high school, equivalent
level, or higher, including written confirmation of the game count as
established by NISOA.
e. Must be a member in good standing with a
local soccer chapter that is a duly recognized sub chapter (local chapter) of
f. Must successfully pass a written exam as
published by NISOA at a level established by NISOA.
g. The applicant must pay all associated and
proper application fees.
h. Must successfully pass two (2) field
assessments within the first two (2) years.
i. All applicants who complete A through F
will be considered Probationary Members as set forth in Section 8.2 (b).
8.1.2 Transfer: An
official who is an existing NISOA member and belongs to a chapter outside of
NEISOA may become a member of NEISOA provided that he submits the completed
NISOA member transfer form and complies with all policies of NISOA. All transfer
officials are subject to approval by the Secretary-Treasurer, as well as all
fees and dues in effect at the time of transfer.
8.2 Membership Status;
this association shall be composed of all duly qualified and regularly approved
members in good standing with this association.
a. All qualified individuals who are at least
18 years of age or older, have been a member in good standing with a
recognized national soccer board for a period of at least three (3) years are
eligible to apply for membership in NEISOA.
2. Types of Membership
a. Active – All members who have
successfully completed their probationary period are current with all dues and
fines and are a member in good standing with a local soccer board within New
England that is recognized by NEISOA. These members are eligible to hold
b. Probationary – Those members who are in
good standing with a local soccer board within New England that is recognized
by NEISOA, have satisfied the new member criteria as established by NISOA,
have paid all proper application fees and met all other requirements of the
examining committee. A member maybe probationary for up to two (2) years.
These members are not eligible to hold office. In order to transition form a
probationary status to an Active status the member at a minimum must
successfully complete two field assessments conducted by NISOA assessors
during qualifying games as established by the Executive Board; one as a
referee, and one as an assistant referee.
c. Inactive – Those members who wish to be
excluded from consideration of game assignments for up to two (2) years may
enter into inactive membership. The member must submit a written request to
their local chapter delegates and be approved by the Executive Board. Upon
return to active status, if after one (1) year, the member must pass the
current NISOA written exam and successfully pass a field assessment. These
members must remain in good standing with a local soccer board within New
England that is recognized by NEISOA. These members are not eligible to hold
d. Affiliate – Those members who register
with NISOA as a local assessor, regional assessor or national assessor and are
not an active or inactive member. These members must remain in good standing
with a local soccer board within New England that is recognized by NEISOA.
These members are not eligible to hold office.
e. Associate – Those members who have been
an active member in good standing for ten (10) or more years with NEISOA are
eligible to become Associate members. These members may hold office, but are
not eligible to actively referee and are not eligible to accept any game
assignments. These members must remain in good standing with a local soccer
board within New England that is recognized by NEISOA.
f. Honorary – This membership may be
accorded to persons who have distinguished themselves in the interests of
soccer. An honorary member shall pay no dues and shall not have the right to
hold office, to vote, or officiate collegiate games. Members in good standing
of this association may nominate these individuals. Their names shall be
submitted to the Executive Board along with any and all documentation to
support their nomination. Such membership shall be determined by a majority
vote of the Executive Board.
Duties and Conduct of Members
8.3.1 NEISOA Code of Ethics;
In addition to and in conjunction with the
NISOA Code of Ethics which each member Shall comply, all members are expected
and will comply with NEISOA’s ethical Provisions which shall include that each
a. Shall always maintain the utmost respect
for the game of soccer;
b. Will conduct him/herself professionally
and maintain the dignity of his/her position;
c. Always honor contractual obligations;
d. Endeavor to attend local chapter meetings
and clinics to be more knowledgeable of the rules and how they shall be
e. Shall be loyal to my member officials and
never knowingly permit or promote criticism of them;
f. Shall be in good physical condition;
g. Shall do his/her utmost to assist fellow
official to better themselves;
h. Consider it a privilege to be a member of
NEISOA and will uphold the standards of that privilege at all times;
8.3.2 Membership in Good Standing
a. All members to remain in good standing
with the corporation shall comply with the NISOA Ethics Code, the Articles of
Organization, the by-laws and other rules and regulations as determined from
time to time by the Board of Directors (Executive Board).
b All members of this association are
required to attend a MANDATORY rules interpretation clinic to be conducted
annually prior to the beginning of the season at a location designated by the
c. All members are expected to attend the
annual general meeting of the association.
8.3.3 Uniforms of Members Acting as Officials- All
members when acting in the capacity of an official representing NEISOA/ NISOA
shall dress in the prescribed uniform as established by NISOA and wear shoes
that are predominately black, . All members are expected to have a complete set
of whatever uniforms or combinations thereof, including cold weather outer
garments, and officiating accessories as prescribed by NISOA. Shirts of the same
color and style shall be alike for all officials and shall be in contrast to
those worn by the competing teams.
8.4: Dues, Fines and Suspensions
1. The dues of this association for Active and
Probationary members shall be as determined by the Executive Board.
2. The dues for Inactive, Affiliate and
Associate members shall be ten dollars ($10) annually payable on or before
3. Any member who fails to pay dues on or
before December 1 for the ensuing year shall remain in good standing for a
twenty (20) day grace period until December 20th. The member will incur a fine
of ten dollars ($10) in addition to the regular dues owed NEISOA. Failure to
comply by December 20th will result in expulsion from NEISOA.
4. Failure to attend the MANDATORY rules
interpretation clinic shall result in the member being fined. If cause for
non-attendance is not reasonable, as determined by the Grievance Committee, the
member would be assessed a fine as determined by the Executive Board. Failure of
the member to pay the fine for non-attendance shall result in the member being
8.5: Discipline of Members NEISOA
through its Executive Board, or its designee, after notice, shall have the right
to censor, suspend or expel any member for failure to comply with Articles of
Organization, By-Laws (Constitution) regulations, delinquency of dues and fines,
noncompliance with these bylaws, or for any other conduct contrary to the good
of the corporation or organization, or conclusively established to be contrary
to the best interest of soccer. Members so disciplined have the right of appeal
to the Executive Board.
8.6 Appeal of Disciplinary Action Any
member disciplined shall have the right to appeal to the Executive Board any
action concerning discipline. The member shall receive notice of the discipline
by certified mail setting forth the specifics of the disciplinary action,
including the provision(s) which have been violated, as well as notice in
accordance with section 8.7. The Secretary-Treasurer must be notified in writing
by the appellant member within twenty-one (21) days of receipt of the notice of
such discipline that he/she wishes to appeal. The method of written appeal can
be done in any manner which guarantees receipt of the appeal to the secretary
8.7 Appeal Process- Any
member suspended, expelled or disciplined shall have a right to a hearing before
the Executive Board, or a designee of the Board, prior to the imposition of any
sanction, unless in the best judgment of the Executive Board the alleged conduct
of the member would bring the corporation in such disrepute for the member to
remain in good standing, that for the good of the organization the member shall
be placed on administrative leave until such time as a hearing can be held.. The
member shall be given notice of the time and place of the hearing in writing.
All hearings will be conducted in accordance with established administrative
hearing procedures. The member will have the right to present evidence and
witnesses before the Executive Board. Further, the member shall have the right
to be represented and cross examine witnesses. The Executive Board shall, if
necessary, designate a person who shall present evidence on behalf of the
corporation to support the alleged violation(s) by the member. Prior to the
hearing, the member and the corporation shall submit to the Executive Board the
proposed evidence and witnesses it seeks to be considered by the board. The
Executive Board shall keep a record of the proceeding and after submission of
all the evidence, no later than 30 days after the hearing, provide a decision in
writing to the member. If the member wishes to appeal the decision of the
Executive Board any further appeal will be in accordance with NISOA’s appeal
procedures as set forth in the national policy manual.
8.8. Discipline Notice -
When a member is suspended or expelled, the Secretary-Treasurer shall notify all
concerned that such a member is no longer in good standing with NEISOA and may
not officiate as a member of NEISOA. No member shall officiate knowingly with a
suspended or expelled member.
Section 9. CORPORATE SEAL
The seal of the corporation shall, subject to
alteration by the directors, consist of a flatfaced circular die with the word
"Massachusetts", together with the name of the corporation and the
year of its organization, cut or engraved thereon.
Section 10. CORPORATE RECORDS
The original, or attested copies of the
Articles of Organization, By-Laws and records of all meetings of the
Incorporators an Directors, committee meetings, shall be kept in Massachusetts
at the principal office of its transfer agent or of its clerk or of its resident
agent. Said copies and records need not be kept in the same office.
Section 11. EXECUTION OF PAPERS
Except as the directors may generally or in
particular cases authorize the execution thereof in some other manner, all
deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other
obligations made, accepted or endorsed by the corporation shall be signed by the
chairman of the board, if any, the president, a vice president or the treasurer,
signing jointly, except as the directors may generally or in particular cases
Section 12. FISCAL YEAR
The fiscal year of the corporation shall end on
Section 13. AMENDMENTS
These By-laws may be altered, amended or
repealed at any annual, regular, or special meeting of the directors called for
the purpose, of which the notice shall specify the subject matter of the
proposed alteration, amendment or repeal or the sections to be affected thereby,
by vote of the directors, subject to approval and ratification by the members.
These By-laws may also be altered, amended or repealed by vote of a majority of
the directors then in office, except that the directors shall not take any
action which provides for indemnification of directors nor any action to amend
this Section 12, unless voted by an affirmative vote of all existing directors
and officers, and except that the directors shall not take any action unless
permitted by law. Further, the by-laws may be altered, amended or repealed at
any annual meeting by a member of the corporation with:
1. An affirmative vote of two-thirds (2/3) of
the votes cast by voting members present at the annual meeting subject to the
a. Any member may propose changes to this
b. These changes must be submitted in
writing, by certified mail with return receipt to the NEISOA
Secretary-Treasurer no later than April15th.
c. All proposed changes shall be reviewed by
the By-Law (Constitution) Committee who shall make a recommendation regarding
the proposed changes to the Executive Board.
d. The Secretary-Treasurer shall notify the
membership of all proposed amendments via an electronic email and by posting
such proposed amendments on the NEISOA website no later than 30 days prior to
the annual meeting.
e. The amendment or change shall be submitted
for approval at the annual business meeting and must be approved by 2/3 of the
voting members present at the morning roll call of members.
f. All amendments that receive an affirmative
vote of two-thirds of the votes cast shall take effect on December 1 of the
This writing shall be filed with the records of
the meeting of Directors of the New England Intercollegiate Soccer Officials
Association and for all purposes be treated as votes taken at a meeting.
CLERK, New England Intercollegiate Soccer