Jacksonville Umpires Association By-Laws
Last Change Date - 12 June 2011
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Article I Name
Section 1. Name. The name of this corporation shall be “The Jacksonville Umpires Association”, hereinafter referred to as “JUA” or the corporation.
Section 2. Office. The corporation may have offices at such places as the Board of Directors may from time to time determine.
Section 3. Non-Incorporated Body. References to “corporation” shall mean the unincorporated association of JUA.
Section 1. Purposes. The purposes for which this corporation is organized include, but are not limited to, the following:
A. Further the interests of amateur sports officials;
B. Maintain the highest standard of sports officiating;
C. Promote the welfare of amateur sports, its players, administrators, fans, the press and amateur sports officials;
D. Encourage the spirit of fair play and sportsmanship;
E. Work with organizations and associations connected with sports to further amateur sports and all persons involved with amateur sports;
F. Provide educational programs to advance the skills of amateur sports officials;
G. Work with sports administrators to provide qualified sports officials to officiate amateur sports;
H. Conduct programs to encourage public appreciation for the skill and professional competence of amateur sports officials;
I. Promote and enforce the highest principles of honesty, sportsmanship, and fair play in sports that the corporation shall involve itself;
J. Cooperate with the Florida High School Activities Association (“FHSAA”);
K. Cooperate with other organizations and/or persons for the purposes of the foregoing.
Section 2. Sports. The sports for which the corporation shall involve itself are:
A. Baseball;
B. Softball;
C. Temporarily in other sport(s) as the Board of Directors may from time to time determine.
Section 1. Membership. This corporation shall be comprised of the following persons within the following classes of membership:
A. Active. Comprised of individuals who are duly qualified sports officials, have complied with all the membership requirements of this corporation, and officiate athletic contests. The membership year shall be begin on July 1 and shall end June 30. Membership may be renewed from year to year in a manner prescribed by policy.
1. Active Member in Good Standing. A member shall be considered to be an Active Member in Good Standing if the member has no unpaid dues or fines, has properly executed an annual membership agreement, has completed all paperwork required by policy and procedure, and is not under suspension or expulsion. The Booking Commissioner(s) shall schedule only Active Members in Good Standing. Active Members in Good Standing shall have full voting rights and privileges during meetings of the membership.
2. Active Member Not in Good Standing. Comprised of members who do not meet the requirements of any other class of membership. Active Members Not in Good Standing shall have no voting rights or privileges during meetings of the membership.
B. Inactive. Comprised of individuals who were formerly duly qualified sports officials who were Active Members in Good Standing when they ceased to be Active members and who were granted a Leave of Absence by the Board of Directors. Inactive members shall have no voting rights or privileges during meetings of the membership.
C. Affiliate. Comprised of individuals or businesses entities who are not Active or Inactive members, but who have a special interest in the purposes of this corporation. Affiliate members shall have no voting rights or privileges during meetings of the membership.
D. Honorary. Comprised of individuals upon whom this corporation desires to confer such status according to polices and procedures established by the corporation. Honorary members shall have no voting rights or privileges during meetings of the membership.
Section 2. Divisions of Membership. All Active Members shall belong to one or more of the following sub-classes of membership:
A. Schools Division. This division shall consist of members who desire to be scheduled for FHSAA recognized and sanctioned school athletic contests. Schools members shall be registered with FHSAA prior to being assigned games in the Schools Division.
B. Contract Division. This division shall consist of members who desire to be scheduled for athletic contests which are not sanctioned by FHSAA. Contract officials shall be registered with the sport’s parent organization(s) they desire to work (ASA, NSA, Babe Ruth, AABC, USSSA, etc.) prior to being assigned games in the Contract Division.
Section 3. Election of Division(s) by Membership. At the beginning of each membership year or immediately upon joining as a new member or immediately upon rejoining from inactive membership, each member shall elect his membership in one or more divisions of membership. This choice will be maintained until the end of the membership year. Additionally, the member shall verify and maintain complete and accurate personal information (e.g., phone numbers, address, etc.) for the membership roles—including prompt notification of change(s) in personal information.
Section 4. Qualified Membership. This corporation may accept individuals for membership pursuant to criteria to be established by this corporation and such application for membership shall be accepted or rejected by a majority vote of the Board of Directors.
Section 5. Resignation. Any member may resign by filing a written resignation with the Secretary, which resignation shall be presented to the Board of Directors by the Secretary at the first meeting after its receipt, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges previously accrued and unpaid prior to the receipt of such resignation.
Section 6. Reinstatements. Upon written request signed by a former member and filled with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the Directors, reinstate such former member to membership upon such terms as the Board of Directors may deem appropriate.
Section 7. Liability Insurance. Each member must obtain at the member’s cost, and keep in full force and effect at all times while officiating or assigning games for or on behalf of this corporation, a liability insurance policy covering the member for actions or omissions arising out of officiating or assigning. Such policy shall be in the amount of no less than one million dollars per occurrence and provide coverage for all officiating and assigning duties performed as a member of this corporation.
Section 8. Standard of Conduct by Membership. Every member of the corporation is expected at all times to adhere to the cardinal principles of officiating, maintain a professional demeanor, and act in the best interests of the corporation. Additionally:
A. Unauthorized Officiating by Member Prohibited. A member shall not participate as an on-field athletic contest official in a sport that the corporation involves itself (see Article 2, Section 2) without being scheduled by a Booking Commissioner of the corporation. The Board of Directors, at its discretion, shall be granted the sole authority to waive this restriction. Such a waiver must be granted prior to any such participation by a member.
B. Notice of Changes. Each member is deemed to have been served notice of changes in or additions to the bylaws, guidelines, regulations, policies and/or procedures of the corporation by announcement thereof at any regular or special meeting of the membership (whether or not he is present) or by notification thereof mailed to his address contained in the membership records.
C. Member Assigned by Availability. Each member shall accept game assignment(s) from the Booking Commissioner of each membership division(s) he is a member, in accordance with the member’s availability provided to each Booking Commissioner(s). A member may decide to accept or reject game assignments, but may subject to disciplinary action for such a breach of contract.
Section 9. Equal Opportunity. Membership in this corporation shall be based on qualifications previously stated herein and in no way shall factors of race, creed, color, national origin, or sex be considered in such qualifications. Recruitment of qualified minority officials shall be a priority of the corporation. All references of “he”, “him”, “his”, and “-man” in these Bylaws shall refer to both genders equally and does not imply a requirement of gender.
Section 10. Status of Members. All members of the corporation are independent contractors in their officiating capacities and not employees of the corporation, or of any officer(s) or assignor(s) of games of the corporation, or of any other person or entity for whom the members work as officials and as such no deduction of any taxes will be taken out of any payment to them. All members of the corporation recognize this status and understand that the corporation, nor its officer(s) or assignor(s) of games, are employers, and therefore, the members may not be able to collect worker’s compensation from the corporation or any other person or entity for injuries sustained while performing or traveling to and from officiating, assigning or officiating-related or assigning-related work. Each member should obtain and maintain disability insurance for injuries arising out of the member’s work.
Section 1. Meetings of Members and Notice. Meetings of the membership of the corporation shall be held monthly January through November. The President shall set the dates, hours, and sites for these meetings, and the Secretary shall give written notice of the meeting to the membership at least seven (7) days prior to the meeting.
Section 2. Special Meetings of Members and Notice. The President (solely or at the request in writing of a majority of the Board of Directors) is authorized to call such special meetings of the corporation as he shall determine in his discretion, to be advisable. The President shall set the dates, hours, and sites for special meetings, and the Secretary shall give written notice to the membership at least seven (7) days prior to the meeting.
Section 3. Annual Meetings of Members. The annual organizational meeting of this corporation shall be held on the second Sunday in July at an hour and site to be determined by the President.
Section 4. Quorum to Conduct Business. The presence of twenty-five percent (25%) of the Active Members in Good Standing constitutes a quorum for a meeting of the membership of the corporation.
Section 5. Voting. A majority vote of such Active Members in Good Standing present where a quorum is present is necessary to make a decision, except where some other number is required by law or by these Bylaws. Proxy voting shall not be permitted. Absentee voting shall be permitted for elections only.
Section 6. The order of business at meetings of the membership shall be:
A. Prayer
B. Roll Call (if not conducted by sign in)
C. Reading and approval of the minutes
D. Report of the Treasurer
E. Report of the Commissioners
F. Report(s) of other officer(s)
G. Report of the President
H. Rules & Mechanics Study (as needed and not already conducted prior to the meeting)
I. Report of Committees
J. Special Orders
K. Old Business
L. New Business and Announcements
M. Adjournment
Section 7. Meeting Requirements. In addition to the annual meeting, each member shall be required to attend meetings and clinics based upon member division. Each member may request to be excused from a required meeting or clinic by notifying the Secretary and citing employment, military duty, church, personal injury or sickness, family emergency or other reasons as may be implemented by policy of the corporation. Names of member(s) absent due to working or traveling to assigned games shall be submitted by the Booking Commissioner involved.
A. Schools Division. Members in the schools division shall attend:
1. All special and regular membership meetings held from November 1st through June 1st of the membership year (in addition to the annual meeting).
2. All Schools Officials’ training clinics required by the Schools Booking Commissioner and approved by the Vice-President. The Vice-President shall set the dates, times, and sites for these clinics and they shall focus on application of the rules to specific situations and mechanics.
B. Contract Division. Members in the contract division shall attend:
1. All special and regular membership meetings (in addition to the annual meeting).
2. All Contract Officials’ training clinics required by the Contract Booking Commissioner and approved by the Vice-President. The Vice-President shall set the dates, times, and sites for these clinics and they shall focus on application of the rules to specific situations and mechanics.
Section 1. Parliamentary Procedure. All meetings of the membership, meetings of the Board of Directors, and committee meetings of the corporation shall be conducted in accordance with the rules contained in Robert's Rules of Order (newly revised), except when such rules conflict with specific provisions of these Bylaws. A copy of said Robert's Rules of Order (newly revised) shall be held in custody of the President (or acting chairman) and will be available at each meeting.
Section 2. Chairman and Acting Chairman.
A. The President shall preside as Chairman at all meetings of the membership and the Board of Directors. In the absence of the President, the first listed officer present of the following shall preside as Acting Chairman: Vice-President, Secretary, Treasurer, Sergeant-At-Arms, each Booking Commissioner (with seniority in order of membership divisions listed in Article 3, Section 2), and each Member-At-Large (with seniority in order of membership divisions listed in Article 3, Section 2).
B. Each committee’s Chairman or Acting Chairman shall preside at meetings of the committee.
Section 1. General Powers and Duties. The property, business and affairs of the corporation shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of the corporation as are not required—by law or these Bylaws—to be exercised by the members, to specifically include (but not limited to):
A. To enforce all provisions of the FHSAA Officials Guidebook and all other requirements as set forth by the FHSAA sanctioning body;
B. To approve or disapprove any proposed expenditure of funds of the corporation. Such authority may be general or confined to specific instances.
C. To be the initial interpreter of the corporation’s Bylaws. Between meetings, the president may assume this role on behalf of the Board of Directors subject to review by the Board of Directors at its next meeting. Such interpretations may be overturned by a two-thirds (2/3) vote of the membership.
D. To establish such guidelines, regulations, policies and procedures as the Board of Directors deem necessary to effectuate these bylaws and to effectuate the orderly operation of the corporation. Such guidelines, regulations, policies and procedures or portions thereof may be invalidated by a two-thirds (2/3) vote of the membership.
Section 2. Composition. The Board of Directors shall consist of the officers listed in Article VII, Section 1.
Section 3. Quorum to Conduct Business. The presence of a majority of the Directors shall constitute a quorum for a meeting of the Board of Directors of the corporation.
Section 4. Voting. A majority vote of such Directors present where a quorum is present is necessary to make a decision, except where some other number is required by law or by these Bylaws. Proxy and Absentee voting shall not be permitted.
Section 5. Consent Resolutions. Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if consented to in writing (setting forth the action so taken) and signed by all of the Directors.
Section 1. Elected Officers. The elected officers of this corporation shall be a President; Vice-President; Secretary; Treasurer; Sergeant-At-Arms; a Booking Commissioner for each membership division listed in Article 3, Section 2; and a Member-At-Large for each membership division listed in Article 3, Section 2. Each elected officer shall hold office until his successor shall have been elected and qualified or until his death, resignation or removal.
A. President. The President shall be the Chief Executive Officer of the corporation and shall be responsible for all management functions. He shall have executive authority to see that all orders and resolutions of the Board of Directors are carried into effect, and, subject to the control vested in the Board of Directors by statute or these Bylaws, shall administer and be responsible for the overall management of the business affairs of the corporation. Additionally, he may appoint a Parliamentarian who shall serve for such a period and perform such additional duties as the President may from time to time determine.
B. Vice-President. The Vice-President shall be the Chief Operating Officer of the corporation and shall be responsible for the training of members and for all management functions assigned by the President. In the absence of the President from the Jacksonville area or a vacancy in the office of President, he shall be the Acting President, with the full authority of President until such time as the absence or vacancy no longer exists. Whenever a Booking Commissioner is unable to perform the duties of the office due to injury, illness, other misfortune, or is absent from the Jacksonville area, the duties of the Booking Commissioner shall be temporarily performed by the Vice-President until such time as the Booking Commissioner is able to resume performing the duties of his office. The Vice-President shall perform such other duties as are provided by these Bylaws and as from time to time are assigned by the Board of Directors or by the President.
C. Secretary. The Secretary shall be the Chief Information Officer of the corporation and shall:
1. Keep the minutes of the meetings of the membership and the Board of Directors;
2. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
3. Be custodian of the records and of the seal of the corporation and see that the seal or a facsimile or equivalent thereof is affixed to or reproduced on all documents, and execution of which on behalf of the corporation under its seal is duly authorized;
4. Have charge of the membership records of the corporation; and
5. In general, perform all duties incident to the office of Secretary, and such other duties as are provided by these Bylaws and as from time to time are assigned by the Board of Directors or by the President.
D. Treasurer. The Treasurer shall be the Chief Financial Officer of the corporation and shall:
1. Receive and be responsible for all funds of and securities owned or held by the corporation and, in connection therewith, among other things, keep or cause to be kept full and accurate records and accounts for the corporation; deposit or cause to be deposited to the credit of the corporation all money, funds and securities so received in such bank or other depository as the Board of Directors or an officer designated by the Board of Directors may from time to time establish; and disburse or supervise the disbursement of the funds of the corporation as may be properly authorized;
2. Render to the Board of Directors at any meeting when asked, financial and other appropriate records on the condition of the corporation; and
3. In general, perform all the duties incident to the office of Treasurer and such other duties as are provided by these Bylaws and as from time to time may be assigned by the Board of Directors or by the President.
E. Sergeant-At-Arms. The Sergeant-at-Arms shall assist the Chairman in maintaining order at meetings of the membership and the Board of Directors and such other duties as are provided by these Bylaws and as from time to time may be assigned by the Board of Directors or by the President.
F. Booking Commissioner(s). Each membership division listed in Article 3, Section 2 shall have a Booking Commissioner who shall:
1. Upon receipt of availability from each Active Member in Good Standing and registered sport eligibility from the Vice-President, shall make all game assignments for the membership division he represents;
2. Represent the corporation in negotiations concerning the membership division he represents with coaches and/or other officials on matters concerning game fees, scheduling of games, contracts where applicable and other appropriate issues. The Booking Commissioner(s) and the President shall act cooperatively in such matters as the situation shall demand, including but not limited to, acts of controversy between members of the corporation and coaches and/or officials of entities served by the corporation;
3. Within ethical boundaries, to seek additional entities which the corporation may serve;
4.
Nominate
Rules Interpreter(s) as he shall deem necessary for his membership division,
who (when confirmed by the Board of Directors) shall serve for such a period
and perform such additional duties as the Nominating Booking Commissioner may
from time to time determine. Each Rules
Interpreter may be removed by a majority vote of the Board of Directors;
and
5.
Perform other duties as are provided by these Bylaws
and as from time to time may be assigned by the Board of Directors or by the
President.
G. Member-At-Large(s). Each membership division listed in Article 3, Section 2 shall have a Member-at-Large who shall:
1. Represent members of the corporation in their respective divisions in matters of conflict and/or controversy with the Booking Commissioner(s) and the Board of Directors, and to attempt to resolve such issues with discretion and privacy and in consultation with the individuals involved;
2. Cooperate with the Grievance Committee as required; and
3. Perform other duties as are provided by these Bylaws and as from time to time may be assigned by the Board of Directors or by the President.
H. Past President. The Past President position refers to the immediate past President only and serves a term of 1 year. This term may be extended for an additional year at the discretion of the President and a majority vote of the Board of Directors.
Section 2. Qualifications for Elected Officers. To be eligible to be elected and hold office as an officer, a member must:
A. Be an Active Member in Good Standing;
B. Have been a member of the corporation during the previous three (3) membership years or longer. If, after new nominations have been closed, there is only one (1) nominee who does not meet the requirement of this sub-section, the membership eligible to vote for such a nominee may, by majority vote of the Active Members in Good Standing at a meeting of the membership, waive this requirement for that specific nominee and declare him elected.
C. For the offices of Member-At-Large or Booking Commissioner, he shall be a member of the membership division of that office—but may also be a member of other membership division(s).
D. No individual may hold more than one position on the Board of Directors simultaneously.
E. Shall not be an officer in an organization in a sport that the corporation involves itself (see Article 2, Section 2) without the approval of the membership.
Section 3. Subordinate Officers. The Board of Directors may appoint other officer(s) not listed in these bylaws, such as Assistant Secretary(-ies), Assistant Treasurer(s), Controller(s) and other officer(s) and such agent(s) as the Board of Directors may determine, to hold office for such a period and with such authority and to perform such duties as the Board of Directors may from time to time determine.
Section 4. Compensation of Elected Officers. Elected Officers may receive compensation for services provided to the corporation. The amount of compensation shall be determined by the Board of Directors and is authorized only with the approval of the general membership. This approval must be in the form of a two-thirds (2/3) majority vote of the Active Members in Goods Standing present at a regular or special meeting of the membership. Once approved, compensation will be disbursed from the general funds of the corporation. Assessments paid by members and contractual payments by non-members to Booking Commissioner(s) shall not be considered “compensation” for the purposes of this section.
Section 5. Election of Officers.
A. During the regular season meeting in April, the President shall appoint an ad-hoc Nominating Committee composed of at least three (3) members which shall prepare and submit a list of nominees for the elective offices. This list of nominees will be presented to the membership during the regular season meeting in May. Also nominations may be made from the floor by any Active Member in Good Standing during this meeting in May. Nominations for all offices will close at that time and may not be reopened except that they may be reopened at the annual election meeting for any office for which there is no nominee due to withdrawals.
B. The date for the election shall be the regular scheduled meeting in June. The officers shall be installed at the organizational meeting in July and assume their duties at that time.
C. There shall be a minimum ten (10) days written notice of the election, said notice to be given by the Secretary stating the date, hour and site for the election, and the nominees.
D. The procedure shall be:
1. The Secretary shall prepare the official ballot.
2. The vote shall be by secret ballot. Only Active Members in Good Standing may vote.
3. If any candidate for a specific office shall fail to receive a simple majority of all votes cast on the first ballot, there shall be a runoff balloting for that office, with the candidates receiving the highest number and the second highest number of votes being subject to election on the second ballot. The voting then shall continue until one candidate receives a simple majority of all votes cast.
4. All Active Members in Good Standing may vote by absentee ballot for all offices, if they cannot attend the meeting the day of the election. To exercise an absentee ballot for officers of the corporation in annual elections, a member shall obtain a copy of the official ballot from the Secretary of the corporation. Said ballot shall then be sealed in an envelope and kept sealed in the custody of the Secretary until the election, at which time the envelope will be opened and the absentee ballot will be counted with the ballots of those present at the meeting. If any one candidate for a particular office fails to acquire a majority vote for that office on the first ballot, the absentee vote for a particular candidate for that office may be counted in the runoff only if the absentee ballot names one of the two candidates in the runoff election.
5. Each member will vote for only the Booking Commissioner and Member-at-Large that will represent the membership division(s) he is a member.
Section
6.
Terms of Office of Elected Officers and Past-President.
A. President. The term of office for the President shall be two (2) years, with elections held in odd numbered years.
B. Even Year Booking Commissioners. For the purposes of elections, even year Booking Commissioner(s) shall be defined by Article III, Section 2, Subsection A and every other subsection (i.e., A, C, E, etc.). The term of office for even numbered Booking Commissioner(s) shall be two (2) years, with elections held in even numbered years.
C. Odd Year Booking Commissioners. For the purposes of elections, odd year Booking Commissioner(s) shall be defined by Article III, Section 2, Subsection B and every other subsection (i.e., B, D, F, etc.). The term of office for odd numbered Booking Commissioner(s) shall be two (2) years, with elections held in odd numbered years.
D. The terms of office for all other elected officers shall be one (1) year, with elections held every year.
Section 7. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at that time or the time specified therein; unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 8. Removal of Elected Officers, Committee Members and Past-President. An elected officer of the corporation, committee member or the Past-President may be removed from office under the following conditions (for the purposes of removal in this article only, “officer” shall include “committee member”):
A. With Cause by the Membership. The membership may remove any elected officer, committee member or the Past-President may be removed from office. A written petition signed by at least twenty-five (25) Active Members in Good Standing of the corporation shall be filed with the Secretary or President for removal of an officer, alleging improper conduct, malfeasance, dishonesty, gross neglect of duty, or gross incompetence in connection with the performance of the officer's duties or citing that the member no longer meets the qualifications of office specified in Section 2 of this Article (for elected officers) or Article VIII, Section 2, subsection C (for committee members). The Board of Directors shall conduct a due process hearing on the petition after giving reasonable notice of such hearing to the petitioner(s) and the respondent. At the hearing before the Board of Directors, the member(s) bringing the petition (or his designee) and the respondent shall be present and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Questions from the Directors shall then be permitted. Legal counsel for the respondent may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. The Board of Directors, by a majority vote, shall make a written recommendation to the membership of the corporation as to whether the removal shall be upheld or denied, with reasons for the recommendation being set forth. The recommendation of the Board of Directors shall be considered at the next regular meeting of the corporation or at a special meeting to called by the President. At the hearing before the membership, the member(s) bringing the petition (or his designee) and the respondent shall be present and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Questions from the membership shall then be permitted. Legal counsel for the respondent may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. After due explanation of the recommendation and debate thereon, the decision as to whether the respondent shall be immediately removed from office shall be made by a majority vote of the Active Members in Good Standing, who are currently eligible to vote for the respondent’s office if an election were to be conducted, present at said meeting. To effectuate this provision of the bylaws, a quorum for the purpose of considering removal of an officer(s) shall be a majority of the Active Members in Good Standing of the corporation.
B. In the Best Interests of the Corporation by the Board of Directors. The Board of Directors may remove any elected officer, committee member or the Past-President from office. Any elected officer(s) and/or Past-President shall file a written petition for removal of an officer or committee member with the Secretary or the President alleging the best interests of the corporation will be served thereby. The Board of Directors shall conduct a due process hearing on the petition after giving reasonable notice of such hearing to the petitioner(s) and the respondent. At the hearing before the Board of Directors, the Director(s) bringing the petition (or his designee) and the respondent shall be present and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Questions from the Directors shall then be permitted. Legal counsel for the respondent may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. After due debate thereon, the decision as to whether the respondent shall be immediately removed from office shall be made by a two-thirds (2/3) majority vote of the Board of Directors.
C. This section shall relate solely to action that may be taken against an officer or committee member in connection with the officer's or committee member’s performance of duties of the office or committee held. For disciplinary purposes as a member of JUA, an officer, or a committee member of the corporation shall be treated as any other member of the corporation, and shall be subject to the same disciplinary action as any other member, as provided elsewhere in these bylaws.
Section 9. Filling Vacancies of Elected Officers. Any vacancy in an elected officer shall be filled by appointment of a majority vote of the Board of Directors. Such appointment shall take office immediately, but be subject to a vote of confidence by a majority of the Active Members in Good Standing present at the next membership meeting. Should the appointee fail the vote of confidence, the office will again and immediately be vacant and the Board of Directors shall again fill the vacancy with another appointment. Should the appointee receive the vote of confidence, he shall hold office for the unexpired term of his predecessor. This section shall not fill a vacancy in the office of Past-President.
Section 1. Standing Committees. The standing committees of the corporation shall be:
A. Evaluation Committee. This committee shall supervise the corporation’s member official evaluation program. Each of the following will appoint a member of the Schools Division to the committee: President and each Member-at-Large (all membership divisions).
B. Assignment Committee. This committee shall supervise the selection of member officials to FHSAA regular season contests. Each of the following will appoint a member of the Schools Division to the committee: President, Booking Commissioner (Schools Division), and Member-at-Large (Schools Division).
C. Recommendations Committee. This committee shall supervise the selection of member officials to FHSAA post-season contests. Each of the following will appoint a member of the Schools Division to the committee: President, Vice-President, Secretary, Treasurer and Member-at-Large (Schools Division).
D. Education and Training Committee. This committee shall supervise the planning, content and implementation of training sessions, including on-the-field training. This also includes educating local officials on FHSAA policies and procedures, NFHS rules and mechanics, and developing a curriculum that is current end effective in both content and methodology. Each of the following will appoint a member of the Schools Division to the committee: Vice-President, and each Booking Commissioner (all membership divisions).
E. Grievance Committee. This committee shall serve in the appeals process of member penalties. Each of the following will appoint a member to the committee: Secretary, each Booking Commissioner (all membership divisions), and each Member-at-Large (all membership divisions). For a matter involving solely FHSAA related issue(s) before the committee, all committee members who are not in the Schools Division shall be excused during discussion and action upon that matter.
F. Finance Review Committee. This committee shall study the financial affairs of the corporation and conduct an annual audit thereof (see Article IX, Section 4). Each of the following will appoint a member to the committee: President, Vice-President, Secretary.
G. Bylaws Committee. This committee shall study the chartering documents of the corporation, conduct an annual review thereof (with a report to the membership), and make recommendations to the membership regarding proposed Bylaw amendments. Each of the following will appoint a member to the committee: President and each Member-at-Large (all membership divisions).
Section 2. Standing Committees, Generally.
A. Quorum. A quorum to conduct business for each committee shall be a majority of its voting members.
B. Ex-Officio Members. The President may from time to time appoint non-voting, ex-officio member(s) to each committee.
C. Requirements for Appointment of Members. Members of each committee shall be an active member in good standing and will be appointed or re-appointed once annually by August 15 of each calendar year as specified in Article VIII, Section 1 . If the appointing entity fails to appoint/re-appoint a member to any committee by August 15, the existing appointee of that committee will be considered automatically re-appointed. A committee member may be removed from a committee as specified in Article VII, Section 8. A vacancy, because of the committee member’s death, failure to renew membership, resignation, or removal, on any committee will be filled by appointment of the entity that made the original appointment. If the entity that made the original appointment is not re-elected, dies, resigns, or is removed from office (Article VII, Section 9) then the committee member will continue to serve unless immediately replaced by the new entity. Each member may only serve on one standing committee during the period of July 1 to June 30 of the following year, reassignment to other standing committees is not allowed.
D. Additional Duties. In addition to other assigned duties, each committee shall perform other duties as directed by the President.
E. Committee Chairmen. Each standing committee will select its own Chairman and Recording Secretary. In the absence of a Chairman, the President may designate an Acting Chairman who shall act until the committee shall select its own Chairman.
Section 3. Ad-Hoc Committees. The President of JUA shall establish and appoint members to any additional committees as needed.
Section 1. Location. The books, accounts and records of the corporation may be kept at such place or places as the Board of Directors may from time to time determine.
Section 2. Inspection. The books, accounts and records of the corporation shall be open to inspection by any member of the Board of Directors at all times; and open to inspection by an Active Members in Good Standing at such times, and subject to such regulations as the Board of Directors may prescribe, except as otherwise specified by statute.
Section 3. Corporate Seal. The corporation may have a corporate seal that shall be used as prescribed by the laws of the state of Florida.
Section 4. Audit. The accounts of the corporation shall be audited not less than annually by the Finance Review Committee. The committee shall present the findings of each review with recommendations (if any) to the membership.
Section 1. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee (if any), annual dues payable by the divisions of membership in the corporation, and the dates upon which payment is due.
Section 2. Membership in Multiple Divisions. Each member shall pay dues to the corporation for each division of membership, unless the Board of Directors grants a discount for membership in multiple divisions.
Section 1. Grounds for Discipline. For failure to comply with these Bylaws, established authority, guidelines, regulations, policies, procedures, or regulations of the corporation, or for delinquency in payment of authorized charges, fines, penalties or assessments, or for any other conduct contrary to the best interests of the corporation, a member may be disciplined as provided in this article.
Section 2. Notification of Charges. Any alleged violation shall be reported to the President (any member filing a protest concerning the actions of another member(s) shall submit in writing a full statement of the facts over his/her signature to the President). Upon receipt of such a report or based upon the President’s own observations, the President shall have sole authority to initially investigate all alleged violations and invoke appropriate penalty(-ies) in accordance with the policies of the corporation. The President shall determine penalties for violations not specifically covered by policy. The charged member shall then receive a written notice of the charges against him indicating the alleged violation with specific reference to item(s) in Section 1, the alleged violative conduct, where and when the alleged violative conduct occurred, the person or entity who filed the charge (if not originated by the President), the findings of the investigation, the penalty(-ies) invoked (if any), and references to the procedural rights afforded by these Bylaws.
Section 3. Effective Date of Penalty. So that a member shall have the opportunity to appeal the President’s findings prior to effectuation of the penalty, the effective date of any penalty awarded to a member shall be fifteen (15) business days from the date of the President’s notification letter is mailed to the member, unless the finding shall be appealed—resulting in an effective date of when the appeal is finalized. The duration of all penalties shall be from the effective date.
Section 4. Appeal of Penalty and Due Process Procedures for Member.
A. Notification of Appeal of the President’s Decision. Any member determined by the President to be in violation of the rules of this corporation, whether or not such finding results in imposition of penalty, may appeal the finding of the President if s/he takes issue with it, or may appeal the penalty imposed, if any, if s/he, while not disagreeing with the finding, believes the penalty to be too severe. The appeal must be in writing, state the objection and desired recourse, pay the appeal deposit, and filed so that it is received by the President within ten (10) business days of the member’s receipt of the President’s finding and/or notification of the imposition of penalty. Failure to file an appeal so that it is received by the President within the ten (10) business days allowed shall be deemed a waiver of the right to appeal as granted herein.
B. Recommendation of the Grievance Committee. Upon receiving an appeal, the President shall immediately forward the member’s appeal to the Grievance Committee, and the effective date of the penalty is indefinitely postponed pending further review. The Grievance committee shall promptly conduct a due process hearing and, by majority vote, present a written recommendation to the Board of Directors. At the hearing before the Grievance Committee, the person or entity bringing the charges and/or the President (or his designee) and the appellant member shall be present and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Questions from the committee member(s) shall be permitted. Legal counsel for the appellant member may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. The committee’s recommendation and a copy of all written documentation submitted to the committee shall be forwarded by the Grievance Committee to the Board of Directors within ten (10) business days of the hearing.
C. Action of the Board of Directors. Upon receipt of the Grievance Committee’s recommendation, the Board of Directors shall review the appeal in executive session and determine a date for oral arguments before the Board of Directors. The Board of Directors shall give the appellant member notice of at least ten (10) business days of the date for oral arguments. At the hearing before the Board of Directors, the person or entity bringing the charges and/or the President (or his designee) and the appellant member shall be present and both sides may present any oral information. Each party may ask questions of the other party and the other party’s witnesses. Questions from the director(s) shall be permitted. Legal counsel for the appellant member may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. The Board of Directors, by majority vote, is empowered to sustain, modify or overturn the decision of the President in each case that comes before it. The President will notify the member of the Board of Directors’ decision. The decision of the Board of Directors may be appealed by the member. The appeal of the Board of Directors’ decision must be in writing, state the objection and desired recourse, pay the appeal deposit, and filed so that it is received by the President within ten (10) business days of the member’s receipt of the Board of Directors’ decision. Failure to file an appeal so that is received by the President within the ten (10) business days allowed shall be deemed a waiver of the right to appeal as granted herein (with the effective date of the penalty being the tenth (10) business day after the member’s receipt of the Board of Directors’ decision).
D. Notification of Appeal of the Board of Director’s Decision. Upon receipt of the appeal of the Board of Directors’ decision, the President shall give notice to the membership and the membership shall hear the matter at the next regular or special meeting of the membership for which notice can reasonably be given as determined by the President. The effective date of the penalty remains indefinitely postponed pending further review by the membership. At the hearing before the membership, the person or entity bringing the charges and/or the President (or his designee) and the appellant member shall be present and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Questions from the membership shall be prohibited. Legal counsel for the appellant member may be present and fully participate if the corporation is notified at least five (5) business days prior to the date of the hearing so the corporation may elect to have its legal counsel present (which may be present with or without legal counsel for the member). Each such legal counsel shall be bound by the corporation’s Bylaws while representing a member. The membership is empowered to sustain or overturn the Board of Directors’ decision in each case that comes before it. To overturn the Board of Directors’ decision, the membership must vote by two-thirds (2/3) majority of the Active Members in Good Standing present in favor of the appellant member. If the Board of Directors’ decision is sustained, the effective date of the penalty shall be immediate.
E. Cost of Appeals. The appellant member’s cost of all appeal(s) shall be borne by the member. For each appeal and each level of appeal, the appellant member shall pay an appeal deposit of fifty dollars ($50) to the corporation. Should the appellant member’s appealed penalty(-ies) be overturned in its entirety, the appeal deposit shall be returned to the member; otherwise, the appeal deposit shall be permanently retained by the corporation for its general use unless a majority vote of the membership or Board of Directors shall otherwise direct.
Section 5. Penalty Invoked Upon Member. One or more of the following penalties may be invoked against a member(s) found to have committed violations:
A. Reprimand—An official letter of censure to the member(s) concerned in regard to the offense committed and warning against further acts of a detrimental nature which are contrary to the best interests of the corporation. This letter of reprimand becomes a part of the file of the member(s) involved for three (3) years (and shall be removed after that time).
B. Fine—A monetary payment.
C. Forfeit—The forfeiture of games currently scheduled and the right to be scheduled in the future, up to twelve (12) months.
D. Probation—Types of probation that may be imposed on a member are as follows:
1. Administrative Probation—The member is reprimanded, fined and served notice that s/he is in a period of warning for one calendar year and additional violation(s) during this period may result in the member being placed on restrictive or suspension probation or expulsion from membership in the corporation.
2. Restrictive Probation—The member is reprimanded, fined and restricted in some manner for one calendar year. The member is further served notice that s/he is in a period of warning for a period of twelve (12) months and additional violation(s) during this period may result in the member being placed on suspension probation or expulsion from membership in the corporation.
3. Suspension Probation—The member is fined, reprimanded and suspended from being scheduled for all athletic contests by the corporation for a period of up to twelve (12) months. The member is further served notice that s/he is in a period of warning for a period of twelve (12) months and additional violation(s) during this period may result in expulsion from membership in the corporation.
E. Expulsion—Involuntary termination of a member’s membership in the corporation.
F. Suspended Penalty—Invoking one or more of (A) through (E) and suspending all or part of that penalty. The member is further served notice that s/he is in a period of warning for one calendar year and additional violation(s) during this period may result in all or part of the suspended portion of the penalty being invoked effective from and beginning from the date of the subsequent violation in addition to any penalty awarded for the subsequent violation.
Section 6. Statute of Limitations. No investigation shall take place into, and no penalties shall be invoked against any member(s), for violations of the corporation’s rules which are alleged to have occurred prior to six months of the investigation—except as a consequence of an investigation initiated during that period or except as a consequence of a periodic review of the previous calendar year conducted during this period. In all cases, an investigation shall last no longer than six months.
Section 7. Compliance with Decisions. The administrative decisions of the President, the Board of Directors, and the membership during membership meetings shall be accepted in good faith by all members. Any member who, by any act or attitude, shall refuse to accept, or shall hold in contempt or derision, or shall permit or acquiesce in such contempt or derision on the part of any group or other member of this corporation shall subject her-/himself to further penalty, including expulsion from this corporation. These provisions are not to be construed as preventing the member from exercising her/his right to due process by appealing the decisions of the President or the Board of Directors.
Section 1. Civil or Criminal Proceeding. The corporation shall have the power to indemnify any member who was or is a party or 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 corporation) by reason of the fact that he is or was a director, officer or agent of the corporation, or is or was serving at the request of the corporation as a director, officer or agent of another corporation, partnership, joint venture, trust of other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2. Negligence or Misconduct. The corporation shall not indemnify a member in respect of any claim, issue or matter as to which such member shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation 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 circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
Section 3. Attorneys’ Fees. To the extent that a director, officer, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 1 or 2, or in defense of any claim, issue or matter, he shall be indemnified against expenses including attorneys’ fees, actually and reasonably incurred by him in connection therewith.
Section 4. Determination of Indemnification. Any indemnification under Section 1 or 2, unless ordered by a court, shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 1 or 2. 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;
B. If such quorum is not obtainable, or, even if obtainable a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion; or
C. By the Active Members in Good Standing at a regular or special meeting of the membership.
Section 5. Early Payment of Expenses. Expenses, including attorneys’ fees, incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 4 upon receipt of an undertaking by or on behalf of the director, officer, or agent to repay such amount unless it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article.
Section 6. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of any member who is or was a director, officer, or agent of the corporation, or is or was serving at the request of another corporation, 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 status as such, whether or not the corporation would have the power to indemnify him against such liability under this Article.
Section 7. Miscellaneous. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of the members or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a member who has ceased to be a director, officer or agent and shall inure to the benefit of the heirs, executors and administrators of such member.
Section 1. Fiscal Year. The fiscal year of the corporation shall begin on January 1st and end of December 31st.
Section 2. Depositories. The Board of Directors 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 resolution of the Board of Directors.
Section 3. Checks, Drafts, and Notes. All checks, other orders for the payment of money and all notes or other evidences of indebtedness issue in the name of the corporation shall be signed by such officer(s) or agent(s) as shall from time to time be designated by resolution of the Board of Directors or by an officer(s) appointed by the Board of Directors.
Section 4. Contracts and Other Instruments.
A. Contracts for Services of Members. With the prior approval and signature of the appropriate Booking Commissioner, the President shall be the final approving authority/signatory of all corporate contracts for the services of member officials. No other officer, member, or agent shall negotiate or execute such contracts on behalf of the corporation.
B. Other Contracts. Except as otherwise provided herein, the Board of Directors may authorize any officer(s) or agent(s) to enter into contract or execute and delivery any instrument in the name an on behalf of the corporation and such authority may be general or confined to specific instances.
Section 5. Consent to Recording of Meetings of the Corporation. All members grant permission for audio and/or video recording of any or all meetings of the corporation for the purposes of the corporate archive or training.
Section 6. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the corporation.
Section 7. Contractual Relationship of Members. Each member of the corporation agrees by becoming a member that these Bylaws and all other rules, regulations and policies of the corporation constitute a valid contract between the member and the corporation. The corporation reserves the right to amend, alter, change, or repeal any provision contained in these bylaws in the manner now or hereafter prescribed by the bylaws, and all rights, powers, and responsibilities conferred herein on members, directors, officers, and agents of the corporation are subject to this reserved power.
Section 1. Amendments to the Bylaws. These Bylaws may be amended, restated, or repealed by a two-thirds (2/3) vote of the Active Members in Good Standing present at any meeting of the membership at which a quorum exists. The following procedure shall be followed:
A. Submission of Proposed Amendment. Amendments may be proposed by the Board of Directors (at its own initiative), the Bylaws Committee (as part of its annual review), or upon petition of any twenty-five (25) Active Members in Good Standing (which shall be addressed and delivered to the Board of Directors). All proposed amendments shall be submitted in writing.
B. Reading to the General Membership. The proposed amendment shall then be read to the members of the corporation at the next meeting, and a copy shall be forwarded to the Bylaws Committee.
C. Written Notice to the Membership. A copy of the proposed amendment shall be mailed to each Active Member in Good Standing of the corporation along with the notice of the next meeting that occurs after 27 days have elapsed since the proposed amendment is first read to the membership.
D. Recommendation of the Bylaws Committee. At the meeting for which notice is given in (C), the Bylaws Committee shall be provided the opportunity to present a recommendation on the amendment with stated reasons prior to debate by the membership.
E. The membership shall debate the proposed amendment, with the debate limited to twenty (20) minutes (unless a two-thirds majority shall determine another time limit). The proposed amendment shall then be voted upon without amendment or substitution.
F. All successful amendments to the Bylaws will be forwarded to FHSAA for its review.