Mission and By-Laws

Our Mission

The Capital District Referee Association is a group dedicated to the development of soccer referee in the great Capital District of New York State. We are associated with the United States Soccer Federation (USSF) through the Eastern New York Soccer Association, Inc. We are committed to providing the highest quality refereeing through ongoing training and assessments of referees. All referees are expected to provide professional quality ethical refereeing to ensure the safety of the players and the enjoyment players, coaches, fans and families.

Capital District Referee Association

CAPITAL DISTRICT REFEREES ELECTIVE FEDERATION

BYLAWS

I.                        Name

The name of the organization shall be the Capital District Referees Elective Federation, Inc., and shall be referred to herein as “CD-REF.” CD-REF is a not-for-profit corporation duly organized and existing pursuant to the laws of the State of New York.

II.                        Affiliations

CD-REF shall be affiliated with the United States Soccer Federation, Inc., a New York not-for-profit corporation (“USSF”), and Eastern New York State Soccer Association, Inc., a New York not-for-profit corporation (“ENYSSA”).

III.                        Purpose and Objectives of CD-REF.

A.                 CD-REF has been organized with the objective to provide referees for youth and adult soccer games between teams affiliated with USSF, ENYSSA and/or other soccer organizations recognized by or affiliated with USSF or ENYSSA that meet the highest standards of soccer officiating so that such activities may be conducted at the highest level of fair play and sportsmanship.

B.                 CD-REF shall provide referees for games played in the New York Capital Region area or in such other areas as may be requested by USSF and/or ENYSSA or organizations affiliated with USSF and/or ENYSSA.

C.                 The purposes and objectives of CD-REF shall be met through the following:

1.                  Recruiting new candidates to become USSF referees and encourage current USSF referees to continue officiating.

2.                  Creating educational processes, such as, instructional classes, courses, clinics, rules interpretation and special training events.

3.                  Implementing a yearly evaluation program in order to further improve the officiating talents of its members.

4.                  Working closely with the Eastern New York Soccer Associations in the coordination and assigning of referees at all USSF officiating levels and any other USSF sanctioned organizations.

5.                  Providing qualified and certified assignors in order to ensure the development, retention and opportunities for advancement of the membership of CD-REF.

IV.                        Membership

A.                 The membership of CD- REF shall meet the following requirements:

1.                  Must be registered with the United States Soccer Federation for the calendar year in which membership is sought;

2.                  Must have passed the United States Soccer Federation certification (or re-certification) exam for the calendar year in which membership is sought;

3.                  Must attend mandatory meetings, clinics, and rules interpretations;

4.                  Must meet all financial obligations set by CD-REF.

B.                 Transfer of Membership

A member of a different referee organization affiliated with or recognized by USSF may transfer into CD-REF after submitting a letter from their previous organization documenting their officiating experience, and providing documentation of their current USSF status.

C.                 Meetings

1.                  The Annual Meeting

i.                    CD-REF shall hold its Annual Meeting of its members on the First Sunday of July each year.

ii.                  The President shall preside over the Annual Meeting.

iii.                The membership shall elect the officers of CD-REF at the Annual Meeting as described in these Bylaws;

iv.                The membership shall conduct such other business at its Annual Meeting as the Executive Committee deems appropriate.

2.                  Other Meetings

i.                    The Executive Committee shall schedule such additional meetings of the membership as it deems necessary for the following purposes:

a.                   Conduct such business as might arise between Annual Meetings; and

b.                  Conduct such training and instruction in the laws of soccer and/or the practice of refereeing as the Executive Committee deems appropriate.

ii.                  To the extent practical, the Executive Committee shall provide a schedule of all meetings of the membership CD-REF for a calendar year to the membership at or before the Annual Meeting.

iii.                In the event that the Executive Committee determines it is necessary to call a previously unscheduled meeting, the Secretary shall give notice to the membership of CD-REF at least thirty (30) days prior to the meeting.

iv.                A member of CD-REF may require the Executive Committee to schedule a meeting upon presentation of a written request for such meeting stating the purpose of the meeting and having the signatures of at least 50% of the members.

V.                        Officers

A.                 CD-REF shall have the following officers:

1.                  President

i.                    The President shall preside at all meetings of the members and/or the Executive Committee;

ii.                  The President shall develop the agenda for the Annual Meeting, special meetings, and meetings of the Executive Committee and transmit such agenda to the Secretary in advance of any such meeting;

iii.                The President shall appoint all standing committees, special committees subject to the approval of the Executive Committee;

iv.                The President shall call special meetings of the membership and/or the Executive Committee whenever necessary;

v.                  The President shall appoint an audit of the expenditures when the President deems such audit necessary.

vi.                The President shall serve a term of two years commencing immediately after the Annual Meeting in each even-numbered year.

vii.              After the end of the President’s term, he or she shall succeed to a two-year term as the Past President.

2.                  First Vice President

i.                    The First Vice President shall preside at all meetings in the absence of the President;

ii.                  The First Vice President shall succeed the President for the remainder of the President’s term in the following instances:

a.                   The President is unable or unwilling to continue his or her term to its conclusion; or

b.                  The President is removed from the position of President by the membership pursuant to the terms of these bylaws;

iii.                The First Vice President shall serve as Chairperson of the Bylaws Revision Committee.

iv.                The First Vice President shall perform such tasks and assume such responsibility as reasonable assigned by the President.

v.                  The First Vice President shall serve a term of two years commencing immediately after the Annual Meeting in each even-numbered year.

vi.                After the end of the First Vice President’s term, he or she shall succeed to a two-year term as the President.

3.                  Second Vice President

i.                    The Second Vice President shall preside at all meetings of the Executive Committee or the membership in the absence of the President and First Vice- President.

ii.                  The Second Vice President shall succeed the First Vice President for the remainder of the First Vice President’s term in the following instances:

a.                   The First Vice President is unable or unwilling to continue his or her term to its conclusion;

b.                  The First Vice President is removed from the position of First Vice President pursuant to these bylaws; or

c.                   The First Vice President assumes the office of President pursuant to Section VI (A) (2) (vii).

iii.                The Second Vice President shall be elected at the Annual Meeting in each even-numbered year.

iv.                The Second Vice President shall assume the office of Second Vice President at the close of the annual meeting at which he or she is elected.

v.                  The Second Vice President shall serve a term of two years commencing at the close of the Annual Meeting in each even-numbered year.

vi.                After the end of the Second Vice President’s term, he or she shall succeed to a two-year term as the First Vice President.

4.                  Secretary

i.                    The Secretary shall be elected to a four-year term at the Annual Meeting in every other even-numbered year.

ii.                  The Secretary shall assume the office of Secretary at the close of the Annual Meeting at which he or she is elected.

iii.                The Secretary shall:

a.                   Advise the membership of CD-REF of the agenda for the Annual Meeting 30 days prior to the meeting;

b.                  Prepare the record of all meetings and distribute copies of such minutes to the members of CD-REF;

c.                   Maintain the roster of the membership of CD-REF;

5.                  Treasurer

i.                    The Treasurer shall be elected to a four-year term at the Annual Meeting in every other odd-numbered year.

ii.                  The Treasurer shall assume the office of Treasurer at the close of the Annual Meeting at which he or she is elected.

iii.                The Treasurer shall:

a.                   Keep an accurate account of all finances;

b.                  Pay all expenses approved by the Executive Committee;

c.                   Submit a financial report and budget at the Annual Meeting; and

6.                  Past President

i.                    The Past President shall serve a two-year term as an officer and member of the Executive Committee commencing immediately after the Annual Meeting in each even-numbered year.

ii.                  The Past President shall chair the Nominating Committee as well as such other committees as designated by the President.

7.                  Head Assignor

i.                    The Head Assignor shall ensure that each game to be officiated by a member or members of CD-REF is staffed by a referee or referees appropriate to the game.

ii.                  The Head Assignor shall be selected by and serve at the pleasure of the Executive Committee subject to the approval of the State Referee Administrator.

iii.                CD-REF may engage such sub-assignors as the Executive Committee deems necessary, subject to the approval of the State Referee Administrator.  Only the Head Assignor shall be considered an officer of CD-REF.

iv.                When the position of Head Assignor or any sub-assignor is vacant, or the Executive Committee determines that an additional sub-assignor is necessary, the Executive Committee shall appoint such Head Assignor and/or sub-assignor.

v.                  Once selected by the Executive Committee, the Head Assignor and any sub-assignors shall serve as such until the earliest of:

a.                   Such Head Assignor or sub-assignor resigns or retires;

b.                  The Head Assignor or sub-assignor is removed by the Executive Committee; or

c.                   The Head Assignor or sub-assignor is removed or replaced by the ENYSSA State Referee Administrator.

vi.                The Head Assignor and all sub-assignors must meet the requirements set by USSF and ENYSSA and must hold USSF certification as an assignor;

8.                  Instructor Coordinator

i.                    The Instructor Coordinator shall coordinate the initial training of new members of CD-REF and the continuing training of the existing members of CD-REF.

ii.                  The Instructor Coordinator shall ensure that CD-REF has a sufficient number of instructors to accomplish the training requirements of the CD-REF membership.

iii.                The Instructor Coordinator must hold such qualifications and certifications as are required by USSF and/or ENYSSA for instructors.

iv.                The Instructor Coordinator is not elected by the membership of CD-REF.  Rather, the Instructor Coordinator shall be appointed by the ENYSSA State Director of Referee Instruction.

v.                  Upon a vacancy in the position of Instructor Coordinator, the Executive Committee shall recommend an individual to the ENYSSA State Director of Referee Instruction.

vi.                In the event that the ENYSSA State Director of Referee Instruction does not appoint an Instructor Coordinator, the Executive Committee shall select the Instructor Coordinator.

vii.              The Instructor Coordinator shall serve until removed from the position by the ENYSSA State Director of Referee Instruction or the membership of CD-REF as provided in these Bylaws.

9.                  Assessor Coordinator

i.                    The Assessor Coordinator shall work with the certified assessors belonging to CD-REF to ensure that those members of CD-REF receive the necessary and appropriate evaluations and/or assessments that are required for them to maintain their referee grade and/or upgrade to the next referee grade.

ii.                  The Assessor Coordinator shall ensure that CD-REF has a sufficient number of assessors to accomplish the evaluation and/or assessment requirements of the CD-REF membership.

iii.                The Assessor Coordinator must hold such qualifications and certifications as are required by USSF and/or ENYSSA for assessors.

iv.                The Assessor Coordinator is not elected by the membership of CD-REF.  Rather, the Assessor Coordinator shall be appointed by the ENYSSA State Director of Referee Assessment.

v.                  Upon a vacancy in the position of Assessor Coordinator, the Executive Committee shall recommend an individual to the ENYSSA State Director of Referee Assessment.

vi.                In the event that the ENYSSA State Director of Referee Assessment does not appoint an Assessor Coordinator, the Executive Committee shall select the Assessor Coordinator.

vii.              The Assessor Coordinator shall serve until removed from the position by the ENYSSA State Director of Referee Assessment or the membership of CD-REF as provided in these Bylaws.

B.                 Election of Officers

1.                  The chair of the Nominating Committee shall nominate a candidate for each officer position to be voted upon at the Annual Meeting.

2.                  Members of CD-REF may nominate candidates for officers to be elected at the Annual Meeting from the floor of the Annual Meeting.

3.                  Prior to a vote for an officer, each candidate may address the membership of CD-REF.

4.                  The Executive Committee shall conduct the election for each officer position to be elected at the Annual Meeting in the manner that the Executive Committee deems appropriate.

5.                  Only members of CD-REF present at the Annual Meeting may vote for an officer.

C.                 Vacancy of an Officer Position

1.                  Vacancies occurring in any office shall be filled by a majority vote of the membership of CD-REF at the next scheduled meeting. It is not necessary to schedule an emergency or special meeting of the membership of CD-REF to fill a vacancy. The Executive Committee shall advise the membership of CD-REF of the election to fill a vacancy at least thirty (30) days prior to the meeting at which such election shall be held.

2.                  The Executive Committee may name a member of CD-REF to fill such vacancy until the next scheduled meeting of the members of CD-REF.

3.                  The Executive Committee may nominate an active member to run for election to the remainder of the term of the vacant office.

4.                  The membership may nominate a candidate to fill the vacant office from the floor of the meeting at which the vacancy shall be filled.

5.                  The member elected to fill a vacancy shall hold such office until the expiration of the term of the officer whose departure created the vacancy.

D.                 No officer shall hold two elected positions simultaneously.

E.                  Recall of an elected official for cause,

1.                  A member of CD-REF may submit a petition signed by twenty-five percent (25%) of the active members demanding the removal of an officer to a member of the Executive Committee.

2.                  The petition must state the reasons for demanding the recall of the officer.

3.                  Within four (4) weeks of the receipt of said petition, the Executive Committee shall call a meeting for such recall. The Secretary shall give notice of the meeting at least thirty (30) prior to the meeting.

4.                  The only issue to be considered at such meeting is the recall of the officer.

5.                  Twenty-five percent (25%) of the membership of CD-REF must be present for said meeting in order to proceed. In the event that twenty-five percent of the membership of CD-REF is not present, the Executive Committee may reschedule the meeting. In the event that there are not sufficient members present at the rescheduled meeting, the recall will be deemed to have failed.

6.                  In order to recall the officer, two-thirds (2/3) of the members present at the emergency meeting must vote in favor of the recall.

F.                  Indemnification and Compensation

1.                  Officers of CD-REF shall be entitled to indemnification for liabilities arising from official acts and/or acts condoned by CD-REF to fullest extent allowed by Article 7 of the New York Not-for-Profit Corporation Law.

2.                  No officer of CD-REF shall be entitled to a salary or other compensation for the services rendered by the officer to CD-REF.

3.                  All officers are entitled to reimbursement of their reasonable expenses incurred in their service to CD-REF.

VI.                        Executive Committee

A.                 The Executive Committee of CD-REF shall be comprised of the officers of CD-REF.

B.                 The Executive Committee shall administer CD-REF according to the by-laws.

C.                 The Executive Committee shall, among other things:

1.                  Set the dates for the meetings of the CD-REF membership;

2.                  Implement such rules and regulations passed by the membership;

3.                  Convene and act on emergency situations and report to the membership as necessary.

4.                  Recommend annual dues for the membership of CD-REF. Dues must be accepted by a majority vote of the membership at a meeting of the membership.

5.                  Recommend policies for CD-REF;

6.                  Make decisions and/or take actions with respect to issues not specifically addressed in these by-laws.

7.                  The President shall call for meetings of the Executive Committee as he or she deems necessary.

8.                  A majority of the Executive Committee shall constitute a quorum.

9.                  Email Votes

i.                    For situations in which the President believes it important for every member of the Executive Committee to have an opportunity to vote and a meeting for such vote is not practical, the President may call for a vote to be taken by email.

ii.                  A proposition that is to be decided by email may be presented to the Executive Committee at a meeting or by an email.

iii.                Once a proposition has been moved and seconded, the President shall send each member of the Executive Committee an email with the following information:

a.                   The proposition to be voted upon;

b.                  The options available; and

c.                   The deadline for casting a vote (which shall not be less than twenty-four (24) hours after the email soliciting the votes is sent).

iv.                An email vote will not be considered valid unless two-thirds of the members of the Executive Committee at the time the vote is announced acknowledge the email vote prior to the deadline (by a return email) stated in the email containing the ballot and, by an email to the President, First Vice President and the Secretary, either abstain from the vote or vote.

v.                  A successful proposition voted upon through email shall require votes in favor of the proposition from a majority of those members of the Executive Committee voting or abstaining.

D.                 Sub-Committees

1.                  Membership Committee

i.                    Members

a.                   The standing members are the Secretary, Instructor Coordinator and the Assessor Coordinator.

b.                  The President may appoint an additional two (2) members

ii.                  Duties and Responsibilities

a.                   Maintain records regarding each member of CD-REF;

b.                  Foster the development of the referee skills of the members of CD-REF; and

c.                   Address complaints regarding member referees.

2.                  Nominating Committee

i.                    The Past President shall chair the Nominating Committee.

ii.                  The President shall appoint at least two (2) and not less than three (3) members of the Nominating Committee.

iii.                The Nominating Committee shall present a candidate for election to each officer position to be elected at a meeting of the membership of CD-REF.

3.                  Ad Hoc Committees

i.                    The President and/or the Executive Committee may appoint members to ad hoc committees as they believe are necessary.

ii.                  When creating a committee, the President or Executive Committee shall state the duration of the appointment of the committee.

VII.                        Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code, as amended, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state of local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

VIII.                        Non-Inurement

Notwithstanding any other provisions of these Bylaws, no part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officer, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Paragraph VII. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for political office Notwithstanding any other provision of these Bylaws, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or by (b) a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

IX.                        Restrictive Purpose and Activities

Notwithstanding any other provision of these Bylaws, CD-REF is organized exclusively for educational purposes or to foster state, national or international amateur sports competition (but only if no part of its activities involve the provision of athletic facilities or equipment), or for the prevention of cruelty to children or animals, as specified in section 501 (c) (3) of the Internal Revenue Code by an organization exempt from Federal income tax under section 501 (c) (3) or corresponding provisions of any subsequent federal tax laws.

No substantial part of the activities part of the activities of CD-REF shall be carrying on propaganda, or otherwise attempting to influence legislation (except as otherwise provided by section 501 (h) of the including the publication or distribution of statement(s), any political campaign on behalf of or in opposition to any candidate for public office.

X.                        Amendments to These Bylaws

Any member of CD-REF may propose an amendment to these bylaws. Any proposed amendment must be provided to the Secretary in sufficient time to allow the Secretary to forward the proposed amendment to the membership of CD-REF not less than thirty (30) days prior to the Annual Meeting. An amendment to these bylaws must be approved by two-thirds (2/3) of the members present at the Annual Meeting. Amendments to these Bylaws shall become effective immediately upon passage unless otherwise stated in the amendment.

These Bylaws were adopted by a majority of the members of CD-REF at a meeting of the membership held the ___ day of _______, 2014.

 

                                                           

Ron Clark, Secretary