BYLAWS OF THE

ARIZONA FOOTBALL OFFICIALS ASSOCIATION

 

ARTICLE 1         Name

 

Section 1       Name.

The name of this non-profit corporation shall be known as the Arizona Football Officials Association, hereinafter referred to as the AzFOA.

 

Section 2       Office.

The corporation has no physical offices and shall meet in such places as the Board of Directors may from time to time determine.

 

Section 3       Non-Incorporated Body.

References to “corporation” shall mean the Arizona Football Officials Association, which was incorporated as a non-profit corporation on August 6, 2007 in the State of Arizona.

 

ARTICLE 2         Purpose

 

The purposes for which this corporation is organized include, but are not limited to the following:

A.           Betterment of amateur football officiating throughout the state of Arizona;

B.           Promote the spirit of fair play and sportsmanship;

C.           Maintain the highest standards of football officiating;

D.           Provide educational programs to advance the skills of amateur football officials;

E.           Work with sports administrators to provide qualified sports officials to officiate amateur sports;

F.            Cooperate with the Arizona Interscholastic Association (AIA) and provide evaluations and move up recommendations at the behest of the Commissioner of Officials.

G.           Conduct programs to improve the relationship between coaches and officials, the public image of officials and the general welfare of members;

H.           Cooperate with other organizations and/or persons for the purposes of the foregoing.

 

ARTICLE 3         Membership

 

Section 1         Eligibility. 

Any person eighteen (18) years of age or older, of honorable reputation and good moral character associated with an interest in amateur football, who is registered with the AIA as a football official, is eligible for membership in this association.

 

            Section 2   Membership Classifications

 

A.   Probationary Member – A probationary member is a new member who has paid an annual membership fee.  A new member with no prior experience shall remain on probation until the AzFOA Board of Directors evaluates the new member to have successfully completed the first and second year training classes.  A new member who transfers from another state with experience shall remain on probation for at least one football season.  During the probationary period, a member shall participate in academic and practical training as established by the Training Committee and his/her performance as an official shall be observed and evaluated within the Mentor Program.

 

B.   Member – A member is a person who is not a new member and who has paid an annual membership fee and is eligible to officiate amateur football in Arizona.

 

C.   Honorary Member – Based on service and/or contributions to the AZFOA, an individual may be nominated for a lifetime honorary membership.  An Honorary Member shall receive all benefits of regular members and the annual membership fee shall be waived.  A majority vote of the Board of Directors present when nominated is required to designate an individual as an Honorary Member.  An Honorary Member shall not serve on the Board of Directors, but may fulfill other duties as appointed by the President.

 

                Section 3   Standard of Conduct

Each member of the corporation is expected to at all times adhere to the cardinal principles of officiating, maintain a professional demeanor, act in the best interests of the AzFOA and avoid any and all conflicts that may adversely affect the AzFOA.

 

A.   The Board of Directors shall determine if a member violates the standard of conduct by a majority vote with a two-thirds quorum of board members.

 

B.   The Board of Directors shall determine the appropriate penalty for any member that violates the standard of conduct up to and including the revocation of membership of the member by a majority vote with a two-thirds quorum of board members.

 

C.   The member shall have the right to appeal a revocation of membership within 20 days of the date of the notice of revocation.  In the event of an appeal a hearing before the Board will be held within 30 days of the receipt of the appeal.  Following the hearing a vote of the Board will be taken to uphold or reverse the revocation of membership.

ARTICLE 4         Governance

 

Section 1         Board of Directors. 

The business, affairs, and property of the Association shall be managed, conducted, and controlled by the Board of Directors, hereinafter referred to as the Board. The Board shall have the right and power to negotiate, mediate, and contract for and on behalf of the members of the AzFOA with any organization approved by the board.

 

Section 2         Amateur Football Leagues

The Board shall appoint a board member to act on behalf of the association to conduct business with amateur football associations.  The Board shall ask current Board Members if they desire to be assignors for amateur football games in the various areas served by the AzFOA.  It is recommended that board members who assigned games in the previous year be given first consideration for assigning games in the following year. If no board member desires to participate as an assignor, then the Board may appoint a non-board member of the association on an annual basis to assign amateur football games.  All assignors shall ensure that all officials working these league games are AzFOA members and meet the contractual obligations with said amateur league(s).

 

Section 3         Election and Appointment of Board Members.

Members of the Board shall be elected for two year terms. No more than half of the number of representatives in each area shall be elected in a single year.  Elections shall be held annually at an area meeting held prior to the start of the football season with at least 2 meetings advance notice. The elected representatives shall take their places on the board at the January meeting following their election. Newly elected board members are encouraged to begin attending board meetings held following their election.

 

The board may appoint additional at-large board members from the general membership of the AzFOA to one year terms which may include any of the following; instructors for non-certified officials’ classes, the state rules interpreter(s); the association’s webmaster; administrator of official assigning software and the chair of the Mentor committee.

 

Section 4         Change in Membership.

The number and qualifications of members of the Board may be altered by a majority vote with a two-thirds quorum of board members.

 

Section 5         Meetings.

The Board shall meet in person not less than six (6) times per year.  Meetings of the Board shall be announced during the first meeting of the calendar year, but may be subject to change with advance notice through the association’s web page, or other means of media.  All Board meetings are open to all AzFOA members.  The Secretary shallprovide notice< of meetings to all board members by mail, telephone, e-mail or posting on the association’s web pageat least ten (10) days prior to any meeting.  The first meeting of each calendar year shall be held prior to the last day of February and each meeting thereafter shall be held at intervals approximately one month apart.

 

Section 6         Special Meetings.

The President may call special Meetings of the Board with at least ten (10) days notice to each board member either by mail, telephone, e-mail or posting on the association’s web page by the Secretary.  Special meetings may be held in person as well as by teleconference, electronically or by email.

 

Section 7         Quorum.

A majority of members of the Board shall constitute a quorum for the transaction of any business unless otherwise stated in these bylaws.  If a quorum is not present, a lesser number may adjourn to a later date, not more than thirty (30) days later.

 

Section 8         Vacancy.

Whenever a vacancy occurs on the Board by death, resignation or otherwise, a member meeting the participation requirements in the area meeting group in which the vacancy occurs may be appointed for the remaining term without undue delay by a majority vote of the members of the Board present at a regular or  special meeting.  Election results from the most recent elections shall be recorded in the minutes of the board meeting following elections so that non elected candidates can be considered for vacancies.

 

Section 9         Removal.

Any member of the Board may be removed for cause, at any time at a regular or special meeting called for that purpose by a majority vote with a two-thirds quorum of board members.  Any member not registered with the AIA as a football official by September 1st of each year, or who is suspended or removed as an official by the AIA, shall be automatically suspended as a member of the Board.  If said suspended member is not registered or reinstated by the AIA within thirty (30) days, he/she shall automatically be removed from the Board and a replacement member shall be appointed by the board according to section 8 above. 

 

A.   The term, Cause, for the purpose of the Bylaws shall include, but not be limited to, failure to fulfill the requirements of the office by non-participation in meetings and functions of the AzFOA, which includes, but is not limited to, four (4) or more successive absences at board meetings, or four (4) unexcused absences during any year, and/or any act or omission which, by its nature, constitutes a breach of requirements of membership in the association, or is judged to bring to disrepute on the association, its members, or officiating.

 

B.   Written notice, specifying all charges and allegations justifying removal, shall be provided to the member being suspended and that member shall have twenty (20) days from the date of such notice, to respond to the executive committee and request a hearing before the board. Such hearing shall take place within thirty (30) days of receipt of the request for hearing, at which time the member being suspended may present his/her case before the Board.  Upon completion of such hearing, or if there is non-reply to the written notice, the vote of the Board shall be taken.  The board’s decision shall be final.

ARTICLE 5  Area Meeting Groups

 

Section 1         Area Meeting Groups

The AzFOA shall divide itself into Area Meeting Groups for purposes of           electing board members and/or training as follows: 

 

A.  Area meeting groups for certified officials each electing two (2) or four (4) representatives and

 

B.  Area meeting groups for non-certified officials shall have four (4) at-large members appointed by the Board for a one (1) year term serving as instructors of non certified officials.

 

Section 2        Area Meeting Group Leadership

Each Area Group shall be conducted by at least two certified officials who are approved for the task by the Board.  The Board will make all decisions on the locations of the area meeting groups. The Board may change the number of area meeting groups as well as the number of board members from each area by a majority vote with a two-thirds quorum of board members.  Nominees receiving the greatest number of popular votes at the area meetings shall be elected to staggered two (2) year terms on the Board. 

 

            Section 3        Composition of Area Meeting Groups

A minimum of seven (7) AzFOA members shall be required to elect board members and to retain the status of an area meeting group, except as may otherwise be provided by a majority vote of the Board.

ARTICLE 6     Officers

 

Section 1         Number.

The officers of this association shall be President, Vice-President, Secretary, and Treasurer.

 

Section 2         Election.

The Board shall elect all officers from the current board members elected by the Area Group meetings for certified officials for a term of one (1) year.  A majority vote with a two-thirds quorum of board members shall be necessary to elect officers.  The election shall take place at the first meeting of each calendar year, and all officers shall take their places at the second meeting of the calendar year.

 

Section 3         Presidential Term Limit.

The term limit for the office of president of the Board shall be four (4) consecutive years.  After holding the office of president for this time, the member shall not hold that office for at least two (2) years. 

 

Section 4         Duties.

 

A.    President.  The president shall preside at all meetings of the association and be the chairman of the Board.  He/she shall be the chief executive officer of the association and see that all orders and resolutions of the board are carried into effect.  He shall have the general power and duties of supervision and management usually vested in the office of president of a non-profit corporation.  He shall appoint the members of the advisory committee.

 

B.    Vice President.  The vice president shall, in the event of the absence or inability of the president to exercise his office become acting president of the association with all the rights, privileges and powers of the president.

 

C.    Secretary.  The secretary shall keep the minutes and records of the Association and see that they are published on the association’s web site.  He shall be the official custodian of the records of the association and shall give all notices to members of the association.  He shall exercise all duties incident to the office of secretary.  In the event of the absence of the secretary at a meeting of the Board another member of the board shall be appointed to keep the minutes and records of the association for said meeting and submit to the Secretary for publication.

 

D.    Treasurer.  The treasurer shall have the care and custody of all monies of the association.  He must be one of the officers who shall sign checks of the association.  He shall render reports of the financial affairs of the association to the Board at each meeting thereof. He shall exercise all duties incident to the office of treasurer.

 

All officers shall by virtue of their office be members of the Board. No officer shall for reason of his office be entitled to receive any salary or compensation.

ARTICLE  7        Resignations and Suspensions

 

Section 1         Resignation.

Resignation of members shall be made in writing to the president who shall turn the same over to the Board with a statement of such member’s account.  No member who has resigned shall be reinstated until he/she has paid all indebtedness owed to the Association.

 

Section 2         Suspension.

Any member shall be automatically suspended for non-payment of dues.

 

Section 3       Revocation of Membership.

In the event a decision is made to revoke an official’s membership the most recent annual membership fee will be returned with the notice of revocation.

ARTICLE 8         Committees

 

Section 1         Standing Committees.

The AzFOA shall have the following standing committees:Officers, Mentor Program, Training, Tracking, Awards, Pre-Season Scrimmage, and Youth Football. The Chairman of each standing committee shall report on the proceedings and activities of such committee to the Board. Such committees will be made up of eligible AzFOA Board Members and/or eligible AzFOA members in good standing (see Article 3)

 

 

Section 2         Duties.

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

 

 

A.   Officers Committee.  The Officer ’s committee shall consist of the elected officers of the AzFOA board. The committee shall preside and govern over AzFOA board meetings and activities.  The Officer ’s Committee shall appoint the Committee Chair and members of all other standing committees. All appointed committee members must be eligible members of the AzFOA in good standing. (see Article 3)

 

B.   Mentor Program Committee. The Mentor Program committee shall be responsible FOR the maintenance and monitoring of the Mentor Program. This program is designed for the education of non certified officials, and recommending classifications to the Board for all officials.  This committee shall incorporate changes to the program each year and appoint an individual(s) to oversee the implementation of the program during each football season.

 

C.   Training Committee. The Training committee shall be charged with   developing and implementing a training program for officials in cooperation with the AIA.  It shall be responsible for teaching rules and mechanics to all officials and coordinating preseason scrimmages for new officials. It is also charged with maintaining uniformity for mechanics, rules interpretation, and enforcements.

 

D.    Awards Committee. The Awards committee shall maintain records and be responsible for awarding "Years of Service" awards.  The committee shall also present the annual Matt O. Hanhilla Sportsmanship award to the high school team that exhibits the best sportsmanship during the regular season.

 

E.   Pre-Season Scrimmage Committee. The Pre-Season Scrimmage committee, with the AIA, shall be responsible for the coordination of all Pre-Season Inter-School Scrimmage assignments

 

F.    Youth Football Committee – The Youth Football Committee shall be responsible for negotiating officiating contracts, including the schedule of game fees, with legitimate Arizona Youth Football leagues on behalf of the Board.  These Committee members shall also act as liaisons between the Board and all properly appointed AzFOA assignors.  The Youth Football Committee and AzFOA assignors shall coordinate and resolve all Youth Football league issues in the best interest of the AzFOA’s “Code of Conduct” – Section 3.

 

G.   Tracking Committee. The Tracking Committee shall track the attendance participation and all other activities that are determined to be required for classification move up and playoff illegibility.

 

H.   Other Committees. When necessary, other committees shall be formed and members appointed by the president based on special needs identified during regular or special meeting business.

 

 

 ARTICLE 9        Dues

 

Section 1         Dues.

Annual dues shall be fixed by the Board and shall be due and payable on or before September 1st, of each year.

 

Section 2         Delinquency.

The failure to pay dues by a member on or before the due date shall result in a suspension of the member from the Association.

 

Section 3         Reinstatement.

Any member suspended for non-payment of dues shall be reinstated, as a member upon payment of dues and assessments owed by the individual. 

 

Section 4       List of Suspensions.

At the first Board meeting after the due date set for payment, the treasurer shall publish to the Board a list of all members suspended for non payment.

ARTICLE 10     AFFILIATES                 

 

Section 1       Organizations.   

Any non-profit organization located in the state of Arizona whose purpose is the betterment of high school football officiating under the auspices of the AIA may, upon approval of the board, become an affiliate member of the AzFOA.  Affiliate members shall pay dues as established by the Board from time to time and may be based on the number of members in each affiliate.  Affiliates and their members shall adhere to the principles of the AzFOA.   Affiliates shall be entitled to have a representative attend all meetings of the board and members of each affiliate shall be entitled to attend all camps, clinics and meetings held by the AzFOA upon payment of any fee charged to regular members of the AzFOA for such event.  The Board may terminate an affiliate for non-payment of dues and/or fees; upon a determination that the affiliate’s operations are not in accord with AzFOA purposes and objectives; or for any other reason it deems appropriate.

 

Section 2       Individual Affiliate Members.

Any high school football official residing outside of Maricopa County who is registered and in good standing with the AIA may apply to become an affiliate member of the AzFOA.  Individual affiliate members shall pay dues as established by the Board from time to time. Affiliates and their members shall adhere to the principles of the AzFOA.   Individual affiliate members shall be entitled to attend all meetings of the Board and all camps, clinics and meetings.  The Board may terminate an individual affiliate member for non-payment of dues and/or fees; the failure to register or remain in good standing with the AIA, or for any other reason it deems appropriate.

ARTICLE 11     Emblem and Uniforms

 

Members of the AzFOA shall wear the uniforms prescribed by the board including any necessary emblems.

ARTICLE 12       Order of Business

 

Unless otherwise covered in this Constitution and Bylaws, “Roberts’ Rules of Order” shall govern all meetings.

ARTICLE 13       Annual Meeting

 

The Annual Meeting of the AzFOA shall be held in conjunction with the annual Kick-Off meeting.

ARTICLE 14       Miscellaneous Provisions

 

Section 1       Fiscal Year.

The fiscal year of the corporation shall begin on January 1st and end on December 31st.

Section 2       Depositories.

The Board shall appoint banks, trust companies or other depositories in which shall be deposited from time to time the money and securities of the corporation.  All such accounts shall be opened only upon an authorizing vote of the Board.

Section 3       Checks, Drafts and Notes.

All checks, other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer(s) as shall from time to time be designated by the Board.

Section 4       Distribution of Funds upon Dissolution.

In the event the AzFOA ceases to function and serve its’ members in its’ current capacity any funds remaining after payment of all liabilities shall be distributed to those schools that received the Sportsmanship awards in prior years.  The Executive committee shall be responsible for determining the amount to be distributed and to which recipients as part of the final dissolution resolution.

In the event the AzFOA merges with another organization or creates a new organization to continue serving members in a like manner the funds remaining after payment of all liabilities shall be transferred to the new organization.

ARTICLE 15       Amendments

 

The Bylaws may be amended or repealed and new Bylaws adopted in whole or in part by a two thirds (2/3) vote of those members elected to the board or by a majority vote of the entire membership of the AzFOA, provided the proposal therefore is stated in substance in the notice of such meetings.

 

The undersigned, being the President and Secretary of the Arizona Football Officials Association, do hereby certify the foregoing to be the Bylaws of the Association adopted at a meeting of the Board of Directors held on the 12th day of April 2010.

 

 

 

 

_______________________________                      ______________________________

Paul Edge                                President                     Greg Merkel                        Secretary

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