BYLAWS OF THE
GREATER KANSAS CITY OFFICIALS ASSOCIATION
ARTICLE I – NAME
The name of this association shall be the Greater Kansas City Officials Association (the “GKCOA”), a not-for-profit association incorporated under the laws of the State of Missouri.
ARTICLE II – PURPOSE
The purposes for which the GKCOA was organized include the following:
a) To promote professionalism among sports officials and further the best interest of athletics;
b) To aid officials, coaches, and players in acquiring a thorough working knowledge of the playing rules of various sports;
c) To promote quality and uniformity in the mechanics of officiating;
d) To encourage observance of the spirit and letter of the playing rules of each sport and the ethical codes on all occasions;
e) To encourage the development and recruitment of qualified officials for contests governed by the rules of National Federation of State High School Associations (NFHS), the Missouri State High School Activities Association (MSHSAA) and/or the Kansas State High School Activities Association (KSHSAA);
f) To promote the use of its members in athletic contests in the greater Kansas City area and beyond;
g) To provide services to schools and officials for assigning officials to contests governed by the NFHS, MSHSAA and/or KSHSAA rules; and
h) The GKCOA shall not discriminate against any prospective member or member because of race, color, religion, sex, sexual orientation, national origin, ethnic or cultured background.
ARTICLE III – MEMBERSHIP
Section 1. Qualification. The GKCOA shall have two (2) classes of members: Regular Members and Probationary Members. Each class will be eligible for annual renewal.
Section 2. Regular Members. Include all members who are duly registered officials with MSHSAA and/or KSHSAA who have complied with all of the continuing membership requirements of the GKCOA, who are in good standing with either the MSHSAA or the KSHSAA, and who are not Probationary Members.
Section 3. Probationary Members. A Probationary Member shall have no vote at any time and is defined as:
a) An official who has failed to comply with the Continuing Membership requirements set out in Article III, Section 4, below, for the preceding year. Upon compliance with the said requirements for the current year such member shall be returned to regular membership for the succeeding year, or;
b) Any other member who has been placed on probation as a result of the discipline pursuant to the requirements of Article IX –Discipline of Members.
Section 4. Continuing Membership Requirements. All members must abide by the By-Laws, GKCOA Officials Code of Ethics, and the following rules to maintain regular membership in the GKCOA:
a) Must attend at least fifty percent (50%) of the regular meetings in the preceding fiscal year for the sport(s) in which the official is registered. Absences from any meeting may be excused if (1) the official has provided documentation of the reason for his/her absence, and (2) the Board of Directors approve such absence;
b) Must pay dues by August 1st of each year for the current fiscal year. If dues a repaid after August 1st, a late fee of $15 shall be due, in addition to the current year’s dues. The late fee is not applicable to new officials who do not join the GKCOA until after August 1st of such year;
c) Must maintain registration with the MSHSAA and/or KSHSAA and meet the minimum standards for renewing such registration. An official who is placed on probation by the MSHSAA and/or KSHSAA shall become a Probationary Member for the duration of such period as the MSHSAA or KSHSAA has such official on probationary status;
d) If assigned, must fulfill all assignments accepted by that member;
e) Must agree that (1) all members of the GKCOA are independent contractors in their officiating capacities and are not employees of the GKCOA, or of any officer of the GKCOA, or of any person or entity for whom the members work as officials; (2) all members of the GKCOA recognize this status and understand that neither the GKCOA, nor its officers, are employers and therefore, the members may not collect workers’ compensation benefits from the GKCOA or any other person or entity for injuries sustained while officiating; and (3) the GKCOA is not a party of any ultimate contract between an official who is a member of the GKCOA and the school for which a game has been assigned and therefore, the GKCOA shall not be responsible to its members,in any way for payment of game fees for which games the GKCOA has assigned the officials.
Section 2. Dues. The Board of Directors shall establish the dues necessary to become a member of the GKCOA. Each year at their annual meeting the Board of Directors shall fix the amount of such membership dues. Any member who fails to pay dues by August 1st or dues with late fee after August 1st will not be eligible to be assigned games for the current fiscal year.
Section 3. Resignation. A member may resign from the GKCOA by delivering his/her written resignation to a director and it shall be effective upon receipt.
Section 4. Regular Meetings. The Vice Presidents shall determine the number and place of meetings for their respective sports and shall provide written notice to the members. There shall be at least four (4) regular meetings for each sport.
Section 5. Bi-Annual Meeting. Bi-Annual meetings of members shall be held for the purpose of electing officers and at-large directors as provided for in these Bylaws, and transacting such other business as may properly be brought before the meeting. The time and place of the meeting shall be stated in the notice of the meeting.
Section 6. Special Meetings. Special meetings of the members, for any purpose or purposes, unless otherwise prescribed by statute or by the Articles of Incorporation, may be called by the President, by the Board of Directors, or upon the written request of Regular Members constituting not less than fifty percent (50%) of the total membership of the GKCOA entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting shall be limited to the purposes stated in the notice.
Section 7. Notice. Written notice of each meeting of members stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or given to each member en titled to vote not less than ten (10) days before the date of the meeting.
Section 8. Members List. The Secretary shall prepare and make available, at least ten (10) days before every Bi-Annual or Special meeting, a complete list of the Regular Members entitled to vote at the meeting. Such list shall be open to the examination of any member, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting. The list shall be present at the time and place of the meeting and may be inspected by any Regular Member who is present, provided he/she is qualified to vote.
Section 9. Quorum. At any meeting of the members, the percentage of ten percent (10%) of the Regular Members, present in person, shall constitute a quorum, except as otherwise provided by statute or by the Articles of Incorporation. In the absence of a quorum, the majority of the Regular Members present in person shall have the power to adjourn the meeting.
Section 10. Voting. Each Regular Member shall be entitled to vote one (1) vote in person, and no proxy voting shall be allowed. Probationary Members shall have no vote at any time.
Section 11. Action by Members. When a quorum is present at any meeting, the vote of the majority of the Regular Members present in person, shall decide any question brought before such meeting, unless the question is one upon which by expressly provided for in these Bylaws or in the Articles of Incorporation requiring a different vote, in which case the latter would take precedence.
ARTICLE IV – DIRECTORS
Section 1. Management. The property, business and affairs of the GKCOA shall be controlled and managed by its Board of Directors.
Section 2. Number & Term. The number of directors which shall constitute the Board of Directors shall not be less than five (5). The Board of Directors shall be comprised of the elected officers, three (3) elected at-large members, and the appointed assignors.A duly elected director shall maintain that position for a two (2) year term,subject to resignation or removal.
Section 3. Meetings of the Newly Elected Board. The first meeting of the members of each newly elected board of directors shall be held in the same manner as provided in Section 6 of this Article, including the notification by e-mail.
Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as decided by the board at its first meeting after election.
Section 5. Special Meeting. Special meetings of the Board of Directors may be called at any time by the president, any vice president or the secretary, or by any two (2) or more of the directors. The time and place shall be determined by the urgency and importance of the special meeting, with proper notice.
Section 6. Notice of Special Meetings. Formal notice is not required; however,notice must be given either by phone or e-mail with as much notice as possible before such a special meeting, stating the urgency and importance of said meeting. If urgency requires, a conference call may be arranged for such a special meeting. Participation of a quorum is required.
Section 7. Quorum. A simple majority of the members of the board is required at all meetings of the Board of Directors, unless provided by the Articles of Incorporation. In the absence of a quorum, the majority of the Regular Members present in person shall have the power to adjourn the meeting.
Section 8. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may betaken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing. Such consents shall be filed by the secretary in the minute book of the GKCOA.
Section 9. Designation of Committees. The Board of Directors may, by resolution passed by a majority of the whole board, designate two (2) or more committees,each committee to consist of one (1) or more of the directors. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the GKCOA, and may authorize the seal of the GKCOA to be affixed to all papers which may require such seal; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation,adopting an agreement of merger or consolidation, recommending to the members the sale, lease or exchange of all or substantially all of the GKCOA’s property and assets, recommending to the members a dissolution of the GKCOA or a revocation of a dissolution, or amending the Bylaws of the GKCOA. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.
Section 10. Minutes of Committee Meeting. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.
Section 11. Compensation of Directors. The directors shall not be compensated unless otherwise provided for within these bylaws. The directors may be reimbursed by the GKCOA for reasonable expenses, avon are incurred.
Section 12. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled through appointment of a majority of the directors then in office, though less than a quorum, or by a sole remaining director. The directors so chosen shall hold office until the next bi-annual election and until their successors are duly elected, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute.
Section 13. Removal of Director. One (1) or more directors, whether elected by the Regular Members or appointed by the directors, may be removed from office,with or without cause, at any time at a special meeting called for the purpose of removing a director by a vote of seventy five percent (75%) of the Regular Members present, if a quorum exists.
Section 14. Resignations. Any director may resign at any time upon written notice to the GKCOA. Such resignation shall take effect at the time specified or shall take effect upon receipt by the GKCOA if no time is specified.
Section 15. Advisory Directors. The Board of Directors may appoint or remove any number of persons, who may but need not be members of the GKCOA, to serve as Advisory Directors of the GKCOA. Such Advisory Directors shall be entitled to attend and participate in all meetings of the Board of Directors and to receive copies of all communications to and from the Board of Directors, but shall have not power to vote on any matter submitted to the Board of Directors.
ARTICLE V – OFFICERS
Section 1. Manner of Selection; Authorized Officers. The officers of the GKCOA shall be elected by the Regular Members at a meeting of members called for that purpose, and such officers shall include a president, one vice-president for each sport, a secretary, and a treasurer. Any two (2)or more offices may be held by the same person.
Section 2. Time for Selection of Officers. Every two (2) years the Regular Members at its bi-annual meeting of members shall elect all officers authorized in these bylaws. If necessary, the secretary/treasurer may call for election of officers if notice is brought forth by fifty percent (50%)of the Regular Members.
Section 3. Appointment of Agents. The Board of Directors may appoint such other agents as it shall deem necessary or advisable to exercise such powers and perform such duties as shall be determined from time to time by the directors.
Section 4. Compensation. The assignors, shall be compensated as determined by the Board of Directors. No other officer or position shall receive compensation.
Section 5. Term. The officers of the GKCOA shall hold office for a two (2) year term until their successors are elected. One (1)or more officers, whether elected by the Regular Members or appointed by the directors, may be removed from office, with or without cause, at any time at a special meeting called for the purpose of removing an officer by a vote of seventy-five percent (75%) of the Regular Members present. Any vacancy occurring in any office of the GKCOA shall be filled by the Board of Directors as provided in Article IV, Section 12.
Section 6. Duties. The officers of the GKCOA shall have the following duties:
A. President. The president shall be the chief executive officer of the GKCOA, with general executive powers and duties of supervision and management of the business of the GKCOA and shall see that all orders and resolutions of the Board of Directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the GKCOA, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the GKCOA. The president shall also preside at all meetings of the members and directors at which he/she may be present and shall have such other duties, powers and authority as may be prescribed elsewhere in these bylaws.
B. Vice-Presidents. The vice-presidents shall perform such duties and have such powers as the Board of Directors may prescribe, or which the president may delegate. In the absence of the president, or in the event of his/her inability or refusal to act, a vice-president appointed by the Board of Directors shall preside at all meetings of the members and directors and shall perform all the duties of the president, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon the president.
D. Secretary. The secretary shall attend all meetings of the Board of Directors and all meetings of the members and shall record all the proceedings of the meetings of the members and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall, if authorized by these bylaws or Board of Directors call forth election of GKCOA officers. GKCOA membership records shall be used for such elections. The secretary shall give notice of all meetings of the members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or which the president may delegate. The secretary shall have custody of the corporate seal of the GKCOA; and the secretary, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the GKCOA and to attest the affixing by his/her signature.
E. Treasurer. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the GKCOA and shall deposit all moneys and other valuable effects in the name and to the credit of the GKCOA in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the GKCOA as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and to the Board of Directors, at its regular meetings, or when the Board of Directors so requires,an account of all his/her transactions as treasurer and of the financial condition of the GKCOA.
F. Assignors. The assignors shall be appointed by the elected officers. The assignors shall keep GKCOA membership records in conjunction with the secretary and treasurer to insure accurate information of all of the membership for the sport for which they are responsible to assign. They shall make the necessary official assignments and perform other related tasks for all games that the GKCOA has accepted responsibility for the assignment of officials. They shall inform the Board of Directors of any member considered to be not in good standing with the GKCOA so that necessary action may be taken.
ARTICLE VI – FISCAL YEAR
The fiscal year of the GKCOA shall commence on the first day of May and shall terminate on the last day of April of each year.
ARTICLE VII – SEAL
The corporate seal, if one shall be adopted by the Board of Directors, shall be circular in form and shall have inscribed thereon the name of the GKCOA and the words “MISSOURI” and “CORPORATE SEAL.” The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced or otherwise. The Board of Directors may change the form of the corporate seal by resolution.
ARTICLE VIII – INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES & AGENTS
Section 1. General Indemnification. The GKCOA shall indemnify any director,officer, employee or agent of the GKCOA (“Indemnified Person”) who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the GKCOA, by reason of the fact that such person is or was a director, officer, employee or agent of the GKCOA, or is or was serving at the request of the GKCOA as a director, officer, employee, partner or agent of another corporation,partnership, joint venture, trust or other enterprise, against expenses,judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding,including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the GKCOA; and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contenders or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the GKCOA, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was unlawful.
Section 2. Indemnification in Derivative Actions. The GKCOA shall also indemnify any Indemnified Person who was or is a party, or is threatened to be made a party,to any threatened, pending or completed action or suit by or in the right of the GKCOA to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, employee or agent of the GKCOA, or is or was serving at the request of the GKCOA as a director, officer, employee,partner or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit,including attorney fees, if such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to, the best interests of the GKCOA and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable for negligence or misconduct in the performance of such person’s duty to the GKCOA unless and only to the extent that the court in which such action or suit was brought shall determine upon application that,despite the adjudication of liability, but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
Section 3. Amount of Indemnification. To the extent that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in defense of any claim, issue or matter therein, such Indemnified Person shall be Indemnified against expenses actually and reasonably incurred by such person in connection therewith, including attorney fees.
Section 4. Standards for Discretionary Indemnification. Any indemnification of an Indemnified Person by the GKCOA pursuant to Sections 1 or 2 of this Article, unless ordered by a court, shall be made by the GKCOA only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such person has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or even if obtainable, should a quorum of disinterested directors so direct, by independent legal counsel in a written opinion, or (c)by the regular members.
Section 5. Advances of Expenses. Expenses incurred by a director or officer in defending a civil or criminal action, suit or proceeding may be paid by the GKCOA in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it is ultimately determined that the director or officer is entitled to be Indemnified by the GKCOA as authorized in this Article. Such expenses incurred by other employees or agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.
Section 6. Non-Exclusivity. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which an Indemnified Person seeking indemnification may be entitled under any bylaw of the GKCOA,agreement, vote of Regular Members or disinterested directors or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and such indemnification shall continue as to an Indemnified Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnified Person’s heirs, executors and administrators.
Section 7. Insurance. The GKCOA may purchase and maintain insurance on behalf of any Indemnified Person who is or was a director, officer, employee or agent of the GKCOA, or is or was serving at the request of the GKCOA as a director, officer, employee, partner or agent of another GKCOA, partnership,joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his/her status as such, whether or not the GKCOA would otherwise be authorized to indemnify him against such liability under the provisions of this Article.
ARTICLE IX – DISCIPLINE OF MEMBERS
Section 1. Grounds for Discipline. For failure to comply with these Bylaws; the GKCOA Code of Conduct; established authority, policy, procedures or regulations of the GKCOA; or for delinquency in payment of authorized charges, fines,penalties or assessments, or for any other conduct conclusively established to be (i) contrary to the professional, ethical or moral standards of the GKCOA or(ii) contrary to the best interests of the GKCOA, a member may be fined, placed on probation or suspended from the GKCOA for not more than one (1) year, or maybe expelled.
Section 2. Notification of Charges. A charged member shall receive written notice by certified mail, return receipt requested, of the charges against him,indicating the alleged violation with specific reference to the Bylaws provision, rule, or regulation he/she allegedly violated, the specific alleged violation conduct, where and when the alleged violation conduct occurred and the person or entity who filed the charge. Such member shall also be provided at that time with copies of all documents related to the charges which may be used in prosecuting the charges. He/she shall also be referred to these Bylaws with respect to his/her procedural rights.
Section 3. Right of Hearing. A member charged with any violation shall have the right to be heard in person or by written statement made by him/her in his/her own defense before a Judicial Committee established by the Board of Directors and consisting of three (3) Regular Members of the GKCOA. A chairman of the Judicial Committee shall be appointed by the Board of Directors. Such right shall be afforded prior to the imposition for any fine, penalty or any other disciplinary action. A member may make a written request to the Judicial Committee for a personal hearing within fourteen (14) days of the date or written notification to him/her of a violation. At the hearing, the person or entity bringing the charges shall be present and both sides may present any information or documents. Each party may ask questions the other party and the other party’s witnesses. Legal counsel may be present and fully participate if the GKCOA is notified at least three (3) business days prior to the date of the hearing so it can have its legal counsel present. The hearing shall be audio or video recorded and all documents retained. A written decision shall be made and sent to both parties by certified mail, return receipt requested, within sixty (60) days of the hearing date. A majority vote of the members of the Judicial Committee shall determine its decision.
Section 4. Appeal. Any member suspended by the Judicial Committee shall have the right of appeal to the Board of Directors by giving the Judicial Committee written notice within seven (7) days of the receipt of the Judicial Committee’s decision. The Board of Directors shall decide the appeal on the record before the Judicial Committee and its review of any further written arguments to be submitted by both parties and received by the Board of Directors no later than fourteen (14) days prior to the date set for oral argument. Notice of the date for oral argument shall be sent by the committee chairman no later than forty-five (45) days before the date for oral argument. Legal counsel may participate. A written decision shall then be made by majority vote of the Board of Directors and sent by certified mail, return receipt requested, within sixty (60) days of the date on which oral argument was heard. Notwithstanding anything herein to the contrary, a member may be suspended after the decision of the Judicial Committee is rendered pending the appeal to the Board of Directors.
ARTICLE X – GENERAL PROVISIONS
Section 1. Checks. All checks or demands for money and notes of the GKCOA shall be signed by such officer or officers or such other person or persons as the Board of Directors may authorize.
Section 2. Loans. No loans shall be contracted on behalf of the GKCOA and no evidence of indebtedness shall be issued in its name unless authorized by a specific resolution of the membership.
Section 3. Governing Law. Pertinent provisions of the law of the State of Missouri,where applicable, shall take precedence over these Bylaws.
Section 4. Amendment. The paramount power to make, alter, amend or repeal these bylaws shall be vested in the Regular Members, and the power of the Board of Directors may be denied by action of the members expressly stipulating that these bylaws or designated portions thereof may not be altered, amended or repealed by the Board of Directors. Any alteration, amendment, or repeal of or in these Bylaws shall require the vote of seventy-five percent (75%) of the Regular Members present at a meeting with a quorum present which was called for that purpose.
IN WITNESS WHEREOF, the foregoing Bylaws were approved by the members on the 12th day of December, 2009.
/s/ Brian Verman