A Non-Profit Mutual Benefit Association

CONSTITUTION & BY-LAWS

ARTICLE ONE - NAME

This organization shall be known as the Eastern Ontario Umpires Association and shall be referred to in these bylaws as the "Association."

ARTICLE TWO - PURPOSE

The purpose of the Association shall be:

2.1 to provide quality umpiring and officiating services;

2.2 to maintain and strive to improve the service through an education and training program;

2.3 to promote fair play and sportsmanship among people involved in baseball and softball contests;

2.4 to encourage good fellowship among members of the Association and others interested in umpiring baseball or softball;

2.5 to promote the practices of quality umpiring through a mentor system for new officials;

2.6 and to assist area leagues with training and development of their officials, in addition to recommending umpires to assist them with their officiating throughout their season as their needs arise.

2.7 The Association is a non-profit organization.

ARTICLE THREE - MEMBERSHIP

3.1 ELIGIBILITY

3.1.1 Membership shall be available to any person interested in umpiring provided they fulfill the requirements of membership and comply with the ethical standards of the Association.

3.1.2 Membership in this Association shall not prohibit or inhibit a member from belonging to or holding office in any other association, organization, group, league or other affiliation, professional or amateur.

3.2 MEMBERSHIP CLASSIFICATIONS

3.2.1 ACTIVE: Active membership may be voted an applicant by a majority vote of the Board or membership, provided they have met all the requirements stipulated by the Board.

3.2.2 ASSOCIATE: Associate members are non-officiating members. Requests for Associate status must be made in writing to the Board. An Associate member shall pay dues as set by the Board but may neither hold office nor vote.

3.2.3 LIFE: Life members are those persons who have been so identified by the Board because of their service to the Association. A Life member is retired from active officiating and shall be exempt from payment of dues and they are entitled to all privileges of a certified member. If a life member returns to active officiating, they shall then resume paying regular dues.

3.3 DUTIES OF A MEMBER

3.3.1 It shall be the duty of all members to:

3.3.1.1 to abide by the bylaws of this Association,

3.3.1.2 to never to reveal any of its' workings or deliberations to anyone not entitled to know the same,

3.3.1.3 to work to further the interests of the Association and to assist its' officers and directors in any way they are able,

3.3.1.4 and to ensure that they are protected by adequate personal and liability insurance for any games they officiate.

3.4 LIMITS ON THE ASSOCIATION

3.4.1 The Association shall not function as an assigning authority or contractor.

3.4.2 The Association shall not set, request or collect game fees or related remunerations for members.

3.4.3 A member who undertakes games with any league, group or team does so independent of the Association.

3.4.4 Upon request, the Association may recommend to any league, group or association, umpires who are, in the opinion of the Board, capable of assisting that group with their umpiring requirements. The Association is under no obligation to recommend a member or to ensure equity in any assignments that might arise from these recommendations.

ARTICLE FOUR - OFFICERS AND ELECTIONS

4.1 The officers of the Association shall be: President; Secretary; Treasurer and three Directors (known as the "Board").

4.2 These officers shall perform the duties set forth by these bylaws and beyond that by Parliamentary Authority as described in Robert's Rules of Order (Revised).

4.3 Newly elected officers and directors shall take office at the first general meeting following the election.

4.4 These officers and directors shall be nominated by written notification to the President up to one week prior to election night. On election night, the floor shall not be open for write-in nominations unless that position remains vacant on that evening.

4.5 The date for the election meeting shall be established by the Board when adopting the meeting schedule for that year. The election chairperson shall be a Board member and appointed by the President. The membership shall be notified of this date at least three weeks in advance by announcement at a regular meeting.

4.6 All members of the Board shall serve a term of two years, or until a successor is elected. The positions of President and two Directors shall come up for election in even numbered years, the position of Secretary, Treasurur and the remaining Director in odd numbered years. In the event of a Director vacancy, the nominee having received the next highest number of votes in the preceding election shall be appointed to the unexpired term.

4.7 The financial signing authorities for the Association shall be any two of the President, Secretary and/or Treasurer.

4.7.1 No financial signing authority of the Association shall authorize payment which will compensate them personally either directly or through a third-party. Payment of this nature must be made on the signing authority of the other two authorized members.

ARTICLE FIVE - DUTIES AND RESPONSIBILITIES OF OFFICERS AND DIRECTORS

5.1 PRESIDENT

The President shall:

5.1.1 be the presiding officer of Association meetings and shall;

5.1.2 be Chairperson of the Board.

5.1.3 and be a signing authority for the Association in all matters.

5.1.4 The duties and powers of the President shall be the same as usually attached to such office, and any other duties as these bylaws may direct.

5.2 SECRETARY

The Secretary shall:

5.2.1 record and keep on file minutes of:

the meetings of the Board,

the Annual General Meeting, and

General Membership Meetings

5.2.2 be responsible for sending copies of the minutes to the members of the Board within three weeks of each meeting

5.2.3 receive and answer correspondence as required

5.2.4 be a signing authority for the Association in all matters,

5.2.5 and perform duties as assigned by the Board.

5.3 TREASURER

The Treasurer shall:

5.3.1 account for monies received and disbursed by the Association,

5.3.2 prepare an annual budget and annual financial report for the Association in consultation with the Board,

5.3.3 investigate over-expenditures and bring recommendations to the Board,

5.3.4 ensure that the Association's monies are deposited in a duly accredited financial institution,

5.3.5 provide updates to the Board and Active Members a regular basis on the financial situation of the Association,

5.3.6 be a signing authority for the Association in all matters,

5.3.7 and perform duties as assigned by the Board or Membership

5.4 DIRECTORS

The Directors shall

5.4.1 Control and be responsible for all property and funds of the Association.

5.4.2 Fix membership dues and assessments.

5.4.3 Determine requirements of membership.

5.4.4 Determine qualifications and policies for recommending the assigning of umpires.

5.4.5 Initiate and evaluate education and training programs.

5.4.6 Have the authority to interpret and execute the various provisions of these bylaws and other matters not specifically provided for in these bylaws.

5.4.7 Cause to be announced, salaries of all officers; directors; and employees and also to announce a financial accounting each new year at the first general meeting. The accounting shall be along general lines of such matters.

5.4.8 Announce all Board decisions at the first general meeting following each decision.

5.4.9 Distribute association policies for each new officiating season at the first general meeting each year or whenever a policy change is made.

5.4.10 Regarding any substantial matters before the Board, the Board may recommend action to the membership, but may not act without a voting mandate from the membership.

5.4.11 Determine mechanics of elections process prior to balloting.

5.4.12 Be a signing authority for the Association in all matters that are not financial.

5.4.13 Any member may attend a Board meeting unless meeting is specifically closed. They must be silent unless asked to speak by the Chair; they must not be present if they are the subject of discussion; they may not vote on Board issues.

5.4.14 The Board should ensure that a copy of Robert's Rules of Order (Revised) be available at all Board and general meetings.

ARTICLE SIX - ASSOCIATION EMPLOYEES

6.1 The Board shall have the authority to appoint paid Association employees as needed for conducting Association business. The Board shall outline the duties and responsibilities of these employees, and these employees shall be responsible to the Board.

6.2 Positions shall be advertised each year at the last assignment meeting for the next year's appointments. Applications must be in writing to the Board and, after due consideration, the Board shall make its' selections and announce the same at the first general meeting of each new year. All employees terms are for one year. Employees are non-voting members of the Board.

ARTICLE SEVEN - QUORUM; RATIFICATION AND AMENDMENT OF BYLAWS

7.1 QUORUM

7.1.1 A quorum for a Board meeting shall be 2/3rd of the voting members of the Board.

7.1.2 A quorum, for a general meeting shall be a majority of Active members present and eligible to vote.

7.2 RATIFICATION AND AMENDMENTS: These bylaws shall be ratified and may be amended by a two-thirds (2/3) vote of Active members at a general meeting during which a quorum exists.

7.3 Proposed amendments shall be read in final form and voted on at the next regular meeting.

7.4 Amendments shall take immediate effect unless otherwise stated.

ARTICLE EIGHT - PROCEDURE FOR GRIEVANCES

8.1. Any member in good standing may petition the Board in writing for a hearing. Upon receipt of the petition, the Secretary shall notify the petitioner of the date, place and time of the next Board meeting for the purpose of hearing the petition.

8.2 The petitioner shall be afforded a maximum of ten (10) minutes (uninterrupted) to present his/her petition.

8.3 The Board shall notify the petitioner of the results in writing.

8.4 The response must be speedy and professional.

8.5 All proceedings of this nature will take place in-camera and all subsequent discussion of these matters will take place in Executive Session.

ARTICLE NINE - FISCAL YEAR; EXISTENCE; DISSOLUTION

9.1 The Association fiscal year shall be the calendar year.

9.2 This Association shall continue in perpetuity unless terminated by a vote of two-thirds (2/3) of its' Active members.

9.3 Upon dissolution, any asset of the Association shall be liquidated after paying final expenses. Any remaining balance shall be distributed to a worthy non-profit or charitable organization involved in youth baseball or softball.

ARTICLE TEN - PARLIAMENTARY AUTHORITY

10.1 If any matter not addressed in these bylaws be in contention, the most current version of Robert's Rules of Order (revised) will prevail.

ARTICLE ELEVEN - OTHER COMMITTEES

11.1 Ad Hoc Committees or Special Committees may be established from time to time by the Board or Active Membership at a general meeting.

11.2 Such committees shall have terms of reference established by the Board or Membership.

11.3 Such committees will be deemed to no longer exist when their mandate has been completed.

11.4 The length of the mandate of such committees shall not normally exceed one year.

11.5 Such committees must elect a Chair and Secretary and report, through the Chair, to the Board and/or the Membership.

11.6 For the duration of its existence the Committee Chair shall sit as a non-voting member of the Board.