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USA OFFICIALS ASSOCIATION
CONSTITUITION/BYLAWS
03/11/2021
ARTICLE I. NAME
The name of this organization shall be designated and known as the USA Officials
Association.
ARTICLE II. PURPOSE
A. Educate our members through classes, programs, meetings and clinics
designed to improve the quality of officiating.
B. Provide a high caliber of officiating for interscholastic contests between
MHSAA member schools and for MHSAA tournament contests to which
our members are assigned.
C. Maintain the status of an “Approved Association” as defined by the
MHSAA.
D. Provide mutual support to Association members through a professional
approach to high school athletic officiating.
E. Promote the MHSAA “Code for Athletic Officials.”
F. Recruit new members to our association.
ARTICLE III. MEMBERSHIP
A. Membership in this Association shall be extended to all individuals who
understand and support the purpose of the USA Association, upon
application and acceptance according to the Association constitution.
B. Membership shall be of the following types:
1. Active. An active member is one who is properly registered and in
good standing with the MHSAA for the current year and who is
current in his/her Association dues.
2. Inactive. An inactive member is one who is not registered or not in
good standing with the MHSAA; and/or not current in his/her
Association dues.
3. Honorary. An honorary member is one who is nominated for
membership in the Association by virtue of his/her support of the
purpose of the Association and evidence of commitment to
officiating. An honorary member shall meet all membership
requirements except MHSAA registration and the local dues
obligation.
C. Application for Membership.
1. Active. Application for membership shall be made to the Secretary-
Treasurer or President online via usaofficials.org membership registration or on an Association application form, and shall be
accompanied with the dues for that fiscal year (July 1 to June 30).
Official must also be able to prove the applicant’s current MHSAA registration.
2. Honorary. Nominations for honorary members shall be made from
the membership and will be confirmed by a two-thirds majority of
Association membership.
D. Membership Privileges.
1. Active members are entitled to one vote in the conduct of
Association business and are eligible to hold an office.
2. Honorary members may not vote or hold elected office but may
serve in any other capacity to which they are appointed by the
President.
3. Inactive members may not vote or hold elected or appointed
offices.
E. Membership Responsibilities.
1. Maintain current registration with the MHSAA except in the case of
honorary members.
2. Follow the MHSAA “Code of Conduct for Officials.”
3. Maintain conduct which reflects professionalism as an official and
which will bring credit to the Association and its members.
4. Attend USA meetings and USA training programs and attend all
MHSAA rules meetings (live or online) in sports for which you are
registered.
5. Develop officiating skills to the highest possible level of
competency.
6. Honor all contracts assigned to you. Any substitutions that are
necessary must be done through the assigner in that sport.
7. Volunteer to work at least one scrimmage per season for sports in
which you are registered.
F. Resignation.
1. A member not in default of dues and who in all other ways is a
member in good standing may at any time file for resignation in
writing with the Association. It shall be effective as of the date it
was filed.
G. Censure, Suspension, Expulsion.
1. The Executive Board of the Association shall have the power to
censure, suspend or expel any member or Executive Board
member for failure to fulfill membership responsibilities. (See Art. III
E.)
2. The member or Executive Board member shall receive written
notice of any and all charges against him/her and shall receive
such notice by certified mail, and/or a scanned copy of notice sent to members email . After receiving such notice, a member
shall have a right to a hearing before the Executive Board before
any disciplinary action is taken.
3. The Executive Board shall issue a written decision regarding the
disciplinary action taken against the member or Executive Board
member and shall send a copy of said decision to the member by
certified mail or via email, and shall also send a copy of said decision to the
MHSAA.
4. If the member or Executive Board member waives his/her right to a
hearing, then the decision of the Board shall be final.
ARTICLE IV. ELECTIONS
A. Election years for President and Secretary/Treasurer will be voted on
every 4 years, beginning in 2015: 2019, 2023, 2027, 2031, 2035 etc.
B. The Vice President and 2 At-Large members (Currently Lori Spelde and
Craig Kuypers) would be voted on every 4 years, beginning in 2016: 2020,
2024, 2028, etc.
C. The 2 other At-Large members (currently Darric Roesler and Chuck
Hulce) would be voted on every 4 years, starting in 2017: 2021, 2025,
2029.
D. The President/Secretary shall request nominations from the entire USAOA membership to secure a slate of candidates for the vacant offices of the Association. This can happen during a USAOA membership wide (all staff/member) meeting using ballots and USAOA Board Members counting results, or via email with communication thru President/Secretary keeping track of all votes and announcing a winner. The newly elected officers shall take office immediately following the election results being announced.
E. Only active members may cast a ballot during in-person voting, or vote via email sent to President/Secretary. Each member is only allowed to vote once for each position.
F. Special elections as deemed necessary by a majority vote of the Executive Board may be held at any time.
ARTICLE V. MEETINGS
A The date, location and time of all meetings (business and training) shall be
determined by the Executive Board or appointed sports trainers and be announced prior to that sports season.
B. Primarily, USAOA business meetings are when voting matters relative to the Association
are considered. However, any active member of USAOA can present an issue to the Executive Board via email at any time, and it will be reviewed at the next scheduled board meeting.
C. A business meeting may be called by the Association President or by a majority
of the Executive Board.
D. Robert’s Rules of Order shall govern the business meetings in all cases to
which they are applicable and in which they are consistent with these bylaws or any
special rules that have been made by the Executive Board.
E. According to the USAOA By-Laws, officials must attend a minimum of 60% of sports-specific training sessions in which you are registered to be granted MIGS status. Therefore, officials should plan on attending a minimum of three (3) sessions. If we can schedule USAOA-approved training scrimmages, officials will be given a maximum of one session credit toward the required 3 credits necessary for MIGS status.
ARTICLE VI. EXECUTIVE BOARD
A. Eligibility
1. A person shall be eligible to be a member of the Executive Board
who is currently an active member of the Association for at least
one year prior to the date of the election or appointment.
B. Board Composition.
1. There shall be eight members of the Executive Board which will
consist of the President, Vice President, Secretary-Treasurer, four
At Large delegates and the Recruiting/Mentor Coordinator. The
Recruiting/Mentor Coordinator will be a non-voting member of the
Board.
C. Election.
1. The membership shall elect the persons to serve on the Executive
Board. (see article IV A-F)
2. The length of service for the President and Vice President for one
term shall be four (4) years.
3. Election will be held during the Spring business meeting of the
correct year, or via email held by President/Secretary.
D. Each eligible member may vote for any number of candidates but is
limited to the number of positions up for election.
E. The candidates with the most votes will be elected to the Executive Board
and will take office immediately.
F. If there is a tie between any number of candidates which would elect more
persons than there are positions, then those candidates will be in a run-off
election until the tie is broken.
G. Vacancies.
1. The Executive Board shall fill any vacancy for unexpired terms of
members of the Executive Board who either resign or are expelled
from their position.
H. Quorum.
1. A majority of the Executive Board shall constitute a quorum.
I. Powers.
1. The executive power of the Association shall be vested in the
Executive Board which shall have charge of the property, control
and management of the affairs and funds of the Association. The
Executive Board shall have the power and authority to do and to
perform all acts and functions consistent with the bylaws of the
Association.
2. The Executive Board shall, in its approval of the Association’s
annual fiscal report, approve the expenses of the Association.
J. Conflict of Interest. 1. All members of the Executive Board must sign a
“non-conflict of interest” document upon taking office.
ARTICLE VII. OFFICERS
A. Election.
1. The active members shall elect the following officers: President,
Vice President, Secretary-Treasurer and Four At-Large members.
A plurality vote by the active members will decide each officer
position. The position of Recruiter/Mentor Coordinator shall be a
one year appointment by the entire board.
B. President
1. The President shall preside over business meetings and meetings
of the Executive Board.
2. The President shall serve as a liaison with the MHSAA and other
school officials.
3. The President shall assume any other responsibility as delegated
by the Executive Board.
C. Vice President
1. The Vice President shall assume any responsibilities that cannot be
fulfilled by the President and other duties delegated by the
President.
D. Secretary-Treasurer
1. The Secretary-Treasurer or designated representatives shall keep
minutes of business meetings and Executive Board meetings and
present such at the next business meeting and to keep copies of
minutes for Association records.
2. The Secretary-Treasurer shall make a secretarial report of each
general business meeting.
3. The Secretary-Treasurer shall make and maintain a mailing list of
schools and other local sponsors of athletic contests.
4. The Secretary-Treasurer shall make a financial report at each
business meeting.
5. The Secretary-Treasurer shall keep records of assets, liabilities,
income and disbursements of the Association.
6. The Secretary-Treasurer shall be responsible for annual dues
collection.
7. The Secretary-Treasurer shall pay all bills accrued by the
Association through Association accounts.
8. The Secretary-Treasurer shall provide an annual budget report and
income statement to the President and Executive Board and
assume any other responsibility as delegated by the Executive
Board.
E. Sport-Specific Training Directors
1. These individuals shall recommend policy to the membership and
Executive Board and any other duties assigned by the Executive
Board and shall be compensated at the discretion of the Executive
Board.
2. The Sport-Specific Directors shall be knowledgeable and an
experienced official in his or her respective sport. There shall be a
Sport-Specific Director for each sport in which the Association has
member officials.
ARTICLE VIII. MEMBERSHIP ASSETS
A. Dues for the following year will be determined prior to the spring business
meeting and shall apply to the Association membership year which begins
July 1 and ends June 30. Dues will be due and payable from July 1st of
each calendar year.
B. Dues will be used to promote the Association and its activities and are to
remain a part of the Association’s financial accounts.
C. Failure to pay annual dues within 30 days after the due date (July 31) will
result in the assessment of a late fees penalty and all privileges of
membership shall be suspended until all arrears are paid in full. In
addition, all USAOA Executive Board members must have paid current
annual dues to both the MHSAA and USAOA by said date.
D. Honorary members are excluded from payment of dues.
E. The Executive Board, upon receipt of written application may waive,
suspend or reduce the dues of any member for the fiscal year for good
reason.
ARTICLE IX. AMENDMENTS
A. These bylaws of the Association may be amended by a two-thirds vote of
the members of the Association.
B. A proposed amendment must be in writing and sent to the membership at
least 30 days prior to voting on the amendment. The time and method of
voting will be determined by the Executive Board.
ARTICLE X. DISSOLUTION
A. If for any reason this Association fails to exist in the future, the assets of
the Association shall be donated to the Michigan High School Athletic
Association.
ARTICLE XI. PERMANENT COMMITTEES
A. Permanent Committees will be created and eliminated by the Executive Board as
necessary.
B. Each Committee will bring recommendations to the Executive Board for final
approval and action.
ARTICLE XII. EXPENDITURES
A. Expenditures up to $100 may be made without prior approval of the
Executive Board. Those expenditures may be made only by the President,
Vice-President and Secretary-Treasurer of the USA Officials Association.
B. Expenditures of the USA Officials Association over $100 must have prior
approval of the Executive Board.
ARTICLE XIII. BANKING AND CHECKING APPROVAL
A. The Executive Board shall select a local bank for the deposit of dues and
other income.
B. Any disbursements shall be made by check with signatures of the
Secretary-Treasurer and/or the President, or paid via PayPal.
ADDENDA: Exhibit A
USA Officials Association
Conflict of Interest and Annual Statement Policies
Article I. Purpose
A. The purpose of this Executive Board Conflict of Interest Policy is to protect
USA Association interests when it is contemplating entering into a
transaction or other arrangement that might benefit the private interests of
an executive officer or any other member of the Executive Board or might
result in a possible excess benefit transaction.
B. This policy is intended to supplement, but not replace, any applicable
State and Federal laws governing conflicts of interest applicable to
nonprofit and charitable organizations.
C. This policy is also intended to identify “independent directors.”
Article II. Definitions
A. Interested Person: Any Executive Officer, Executive Board member or
member of a committee with governing board delegated powers who has
a direct financial interest, as defined below, is an interested person.
B. Financial Interest: A person has a financial interest if the person has,
directly or indirectly, through business, investment, or family:
1. An ownership or investment interest in any entity with which USA
Officials Association has a transaction or an arrangement.
2. A compensation arrangement with USA Officials Association or with
any entity or individual with which USA Officials Association has a
transaction or arrangement.
3. A potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which USA Officials
Association is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors
that are not insubstantial.
A financial interest is not necessarily a conflict of interest. A person who has a
financial interest may have a conflict of interest only if the Executive Board
decides that a conflict of interest exists, in accordance with this policy.
Article III. Procedures
A. Duty to Disclose. In connection with any actual or possible conflict of interest, an
interested person must disclose the existence of the financial interest and be
given the opportunity to disclose all material facts to the Executive Board.
B. Recusal of Self. Any Executive Officer or Executive Board Member may recuse
himself/herself at any time from involvement in any decision or discussion in
which the Executive Officer or Executive Board member believes may lead to a
conflict of interest, without going through the process for determining whether a
conflict of interest exists.
C. Determination of Whether a Conflict of Interest Exists. After disclosure of the
financial interest and all material facts, and after any discussion with the
interested person, he/she shall leave the Executive Board meeting while the
determination of a conflict of interest is discussed and voted upon. The remaining
Board members shall decide if a conflict of interest exists
D. Procedures for Addressing the Conflict of Interest
1. An interested person may make a presentation at the Executive
Board meeting, but after the presentation, he/she shall leave the
meeting during the discussion of, and the vote on, the transaction
arrangement involving the possible conflict of interest.
2. The President of the Executive Board shall, if appropriate, appoint a
disinterested person or committee to investigate alternatives to the
proposed transaction or arrangement.
3. After exercising due diligence, the Executive Board shall determine
whether USA Officials Association can obtain, with reasonable
efforts, a more advantageous transaction or arrangement from a
person or entity that would not give rise to a conflict of interest.
4. If a more advantageous transaction or arrangement is not
reasonably possible under circumstances not producing a conflict
of interest, the Executive Board shall determine by a majority vote
of the disinterested directors, whether the transaction or
arrangement is in USA Officials Association’s best interest, for its
own benefit, and whether it is fair and reasonable. In conformity
with the above determination, it shall make its decision as to
whether to enter into the transaction or arrangement.
E.Violations of the Conflict of Interest Policy.
1. If the Executive Board has reasonable cause to believe a member
has failed to disclose actual or possible conflicts of interest, it shall
inform the member of the basis for such belief and afford the
member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further
investigation as warranted by the circumstances, the Executive
Board determines the member has failed to disclose an actual or
possible conflict of interest, it shall take appropriate disciplinary and
corrective action.
Article IV. Records of Proceedings
A. The minutes of the Board and all committees with Board delegated
powers shall contain:
1. The names of the persons who disclosed or otherwise were found
to have a financial interest in connection with an actual or possible
conflict of interest, the nature of the financial interest, any action
taken to determine whether a conflict of interest was present, and
the Executive Board’s decision as to whether a conflict of interest in
fact existed.
2. The names of the persons who were present for discussions and
votes relating to the transaction or arrangement, the content of the
discussion, including any alternatives to the proposed transaction
or arrangement, and a record of any votes taken in connection with
the proceedings.
Article V. Compensation
A. A voting member of the Board who receives compensation, directly or
indirectly, from the USA Officials Association for services rendered, is
precluded from voting on matters pertaining to that member’s
compensation.
B. A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or
indirectly, from USA Officials Association for services is precluded from
voting on matters pertaining to that member’s compensation.
C. No voting member of the Executive Board or any committee whose
jurisdiction includes compensation matters and who receives
compensation, directly or indirectly, from the USA Officials Association,
either individually or collectively, is prohibited from providing information to
any committee regarding compensation.
Article VI. Annual Statements
A. Each Executive Officer and Executive Board member with Board
delegated powers shall sign a statement annually which affirms that such
person:
1. Has received a copy of the Conflict of Interest Policy.
2. Has read and understands the policy.
3. Has agreed to comply with the policy.
4. Understands that the USA Officials Association is a non-profit
organization and in order to maintain its federal tax exemption it
must engage primarily in activities which accomplish one or more of
its tax-exempt purposes.
B. If at any time during the year, the information in the annual statement
changes materially, the Executive Officers or Executive Board Members
shall disclose such changes and revise the annual disclosure form.
C. The Executive Board shall regularly and consistently monitor and enforce
compliance with this policy by reviewing annual statements and taking
such other actions as are necessary for effective oversight.
Article VII. Periodic Reviews
To insure USA Officials Association operate in a manner consistent with charitable
purposes and does not engage in activities that could jeopardize its tax-exempt status,
periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include
the following subjects:
A. Whether compensation arrangements and benefits are reasonable, based on
competent survey information (if reasonably available).
Article VIII. Use of Outside Experts
When conducting the periodic reviews, as provided for in Article VII, USA Officials
Association may, but need not, use outside advisors. If outside experts are used, their
use shall not relieve the Executive Board and its Officers of its responsibility for
ensuring periodic reviews are conducted.
USA Officials Association Annual Conflict of Interest Statement for Executive Board
Members
Name__________________________________________
Date____________________
Position: Are you an officer? Yes No
If you are an officer, what is your current position?____________________________
I affirm the following:
I have received a copy of the Conflict of Interest Policy. ________ (initial)
I have read and understand the policy. ________ (initial)
I agree to comply with the policy. ________ (initial)
I understand that the USA Officials Association is charitable and in order to maintain its
tax exemption it must engage primarily in activities which accomplish one or more of its
tax exempt purposes. ________ (initial)
Disclosures:
Do you have a financial interest (current or potential) including a compensation
arrangement with the USA Officials Association, as defined in the Conflict of Interest
Policy? Yes No
If you indicated “yes” please describe it:
If you indicated “yes” has the financial interest been disclosed, as provided in the
Conflict of Interest Policy? Yes No
In the past, have you had a financial interest, including a compensation arrangement, as
defined in the Conflict of Interest Policy with the USA Officials Association? Yes No
If you indicated “yes” please describe it, including when that arrangement existed
(approximately).
If you indicated “yes” has the financial interest been disclosed, as provided in the
Conflict of Interest Policy? Yes No
Signature of USA Officials Association President
________________________________
Date ___________________ Date of Review by