Section 1. ARTICLES OF ORGANIZATION AND GENERAL PROVISIONS
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.
Board. The term “Board” shall mean the Board of Directors of the corporation ( Executive Board) as set forth in Section 3 hereof.
(Board) Committee. 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.
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 or unit.
Corporation. The term “corporation” shall mean the New England Intercollegiate Soccer Officials Association (NEISOA) a charitable non-profit corporation.
Corporate Member. 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.
Director. The term “Director” shall mean any member of the Board of Directors as set forth in Section 3, hereof.
Member. The 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.
Officer. The 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 meeting .
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 Executive Board.
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 officer.
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 rules, regulations.
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 meeting.
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 Executive Committee.
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 manner.
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) years.
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 state.
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 directors.
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 membership.
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 playing rules.
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 mandatory clinic.
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 may determine.
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 these By-laws.
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 Grievance Committee.
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 Liaison)
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 OFFICERS
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 NEISOA.
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 office.
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 office.
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.
8.3 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 member
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 interpreted;
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 Executive Committee.
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 December 1st.
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 suspended
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 treasurer.
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 otherwise determine.
Section 12. FISCAL YEAR
The fiscal year of the corporation shall end on November 30.
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 following procedure:
a. Any member may propose changes to this constitution.
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 year voted.
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 Officials association