The Southeastern Athletic Officials' Association, Inc.,
ARTICLE I - NAME
The name of this corporation shall be the Southeastern Athletic Officials' Association, Inc (SAOA), A Not-For Profit Corporation of the State of North Carolina.
ARTICLE II - PURPOSE
The purpose of this Corporation shall be to provide capable, competent, fit, and energetic athletic officials; to encourage uniform interpretation and consistent enforcement of rules governing athletic competition; and to provide educational resources and programs to advance the skills of amateur athletic officials.
ARTICLE III - MEMBERSHIP
Section 1. All persons who are in agreement with and will endeavor to carry out this Corporation's purposes are eligible for membership herein.
Section 3. Any person who desires membership in this corporation shall file application with the Membership Chairperson. A favorable vote of the Board shall establish such person as a member of this Corporation, upon receipt of his annual membership fees.
d. Delinquent Membership: An individual who has not requested to become inactive and has not paid the required membership fees at the Annual Meeting. These individuals are ineligible to receive any game assignments. To become an active member the individual must pay a membership fee of $25. To renew membership at any time after the first year, the individual will submit an application for membership, with membership fee attached, to the Membership Chairperson.
Section 4. Membership status shall be accorded to four (4) school representatives appointed by the President of this Corporation. The primary purpose of the school representatives is to bring the schools’ perspective of officiating to the membership and the Board of Directors.
Section 5. The Board of Directors may grant honorary membership in this Corporation to individuals whose contribution to the advancement of athletics and sports officiating are consonant with the purpose and ideals of this Corporation. However, such members shall not have any of the powers, duties, responsibilities, or obligations accorded to persons who become members of this Corporation through the procedures set forth in Article III, Section 3 of these Bylaws, nor shall their number be considered in determining a quorum at any meeting.
Section 6. Any member's membership may be terminated or suspended by the Board of Directors for:
Section 7. Suspension from membership shall be for a period specified by the Board of Directors, such period not to exceed twelve (12) months.
Section 8. When a member's membership status is to be suspended or terminated, that member shall receive written notice by certified mail, return receipt requested, of the charges against him, indicating the alleged violation with specific reference to the Bylaws provision, rule, or regulation he allegedly violated.
Section 9. A member charged with any violation shall have the right to be heard in person or by written statement made by him in his own defense before the Board of Directors. Such right shall be afforded prior to the imposition of any penalty or other disciplinary action. If a charged member desires to be heard, he must make such request to the President within fourteen (14) days of his notification of pending action. A written decision shall be made and sent to both parties by certified mail, return receipt requested, within sixty (60) days of the hearing date. A majority vote of the Board of Directors shall determine its decision.
ARTICLE IV - MEMBERSHIP MEETINGS
Section 1. The regular annual membership meeting shall be held on the first Sunday in June of each year. At least ten (10) days prior thereto, the Secretary shall publish notification of the time, date and place thereof.
Section 2. Special membership meetings shall be held at the call of the President. At least ten (10) days prior thereto, the Secretary shall publish notification of the time, date and place thereof.
Section 3. Notification requirements shall be deemed satisfied upon personal notification, email, or other electronic media. Failure to give proper notice shall not invalidate regular membership meetings or the business conducted thereat, provided a quorum is present.
Section 4. A quorum, for the purpose of conducting business at regular or special membership meetings, shall be those active members who are present at the meeting.
ARTICLE V - OFFICERS AND BOARD OF DIRECTORS
Section 1. Only members of this Corporation shall be eligible to hold office herein or be on its Board of Directors.
Section 2. Officers of this Corporation shall be the President, Vice President, Secretary, and Treasurer.
Section 3. The Board of Directors of this Corporation shall be composed of:
Section 4. Meetings of the Board of Directors shall be held at least once quarterly at a time and place designated by the President. A quorum, for the purpose of conducting business, shall be more than fifty (50%) of the membership of the board.
Section 5. The President shall be the principal officer of this Corporation and subject to the control of the Board of Directors; shall supervise and control the management of the Corporation. He shall, when present, preside at all meetings of the membership and of the Board of Directors. He shall perform all duties imposed upon him by these Bylaws. In addition to the appointment of committees and committee chairmen, as set-forth in these Bylaws, he shall appoint such other committees as he deems advisable. The President’s term shall be for one (1) year.
Section 6. The Vice President shall perform the duties of the President in the latter's absence or disability and, in addition to the duties specified by these Bylaws, such other duties as may be assigned him by the President or Board of Directors. The Vice President’s term shall be for one (1) year.
Section 7. The Secretary shall keep accurate records of the acts and proceedings of the meetings of the membership and the Board of Directors. He shall give all notifications and perform all other duties imposed upon him by these Bylaws and such other duties as assigned to him by the President or the Board of Directors. He shall sign such instruments as may require his signature and shall attest to any acts of the membership or Board of Directors as he may be called upon to do by the President. The term of the Secretary shall be for two (2) years.
Section 8. The Treasurer shall keep current and complete records of account, showing accurately at all times the financial condition of this Corporation. He shall be the custodian of all monies, notes and securities of this Corporation. He shall immediately deposit the funds of this Corporation, coming into his hands, into a bank account designated by the Board of Directors. He shall furnish at all meetings of the membership and of the Board of Directors, a statement of the corporation's financial condition. He shall immediately furnish to the secretary and Regional Supervisors, information regarding any payment or delinquency of funds by members. He shall be responsible for disbursing funds of this Corporation, by check, at the direction of the Board of Directors. If so determined by the Board of Directors, shall be bonded; however the cost of such bond shall be paid from the funds of this Corporation. The term of the Treasurer shall be for two (2) years.
Section 9. The remaining members of the Board of Directors of this Corporation, although not officers, shall perform such duties as they are requested or required to perform by the President, the Board of Directors, and these Bylaws. They are voting members of the Board of Directors and are included when a quorum is considered. Terms of office shall be for one (1) year.
Section 10. The officers of this Corporation and Coordinator of Officials shall be elected at the regular annual membership meeting in June of each year. At least sixty (60) days prior to such meeting, the President shall appoint a nominating committee composed of three (3) members, preferably current board members, and charge them with the duty of selecting one or more qualified nominees for each office. Nominations for officers of the Corporation may be made from the floor by any member for any office. Election of these officers shall be by secret written ballot unless only one member is nominated for a particular office, in which case a voice vote will be permissible. Only active and Lifetime members shall vote. Nominees receiving a plurality of the votes shall take office immediately prior to the adjournment of the regular annual meeting in June.
Section 11. Except as otherwise provided herein, vacancies in any office, except the presidency, shall be filled by majority vote of the remaining officers immediately at the next meeting of the Board of Directors following the existence of the vacancy. The officer filling the vacancy shall serve until the next regular annual meeting of the membership in June. When a vacancy occurs in the office of the President, the Vice President shall become the President and the office of Vice President shall be filled by vote of the remaining officers, as specified above.
Section 12. No officer may hold more than one (1) position on the Board of Directors at the same time.
Section 13. School representatives shall serve terms of two (2) years beginning at the regular annual membership meeting in June. Appointment to the two-year-terms shall be made to two (2) school representatives each year so as to provide continuity. Vacancies occurring in such positions shall be filled by appointment by the President.
Section 14. The Board of Directors shall adopt such rules and regulations as it deems in the best interest of this Corporation which are not in conflict with these Bylaws or the rules and regulations of the North Carolina High School Athletic Association.
Section 15. Directors may be removed from the Board for any cause deemed to be in the best interest of the Corporation, by a two-thirds (2/3) vote of the Board of Directors at any meeting of such Board. Any vacancy created by such action may be filled as prescribed in these Bylaws.
Section 16. Except as provided in these Bylaws, the act of a majority of the Directors present at a Board meeting at which a quorum is present shall be the act of the Board of Directors.
Section 17. The Board of Directors has the authority and is charged with making decisions on behalf of the membership which are in the best interest of this Corporation.
ARTICLE VI - FINANCES
Section 1. Each member of this Corporation, not exempt from payment of fees under other provisions of these-Bylaws, shall pay to the Corporation annually, membership fees of twenty dollars ($20.00). Such amount shall be due and payable at the regular annual membership meeting in June. Members failing to attend the annual meeting shall pay a membership fee of twenty-five ($25). Lifetime members are exempt from paying the annual membership fees.
Section 2. Any member desiring to officiate in a particular sport shall pay a booking fee to the Regional Supervisor. For sports played in separate seasons, the stated fee will be paid per season.
Section 3. No director shall receive compensation for services as director but may receive compensation for services rendered to the corporation beyond the scope of his office as director. Members shall be reimbursed for expenses incurred in attending to corporation matters.
ARTICLE VII - SPORTS DIVISION COMMITTEES
Section 1. Sport Committee Chairperson’s Duties and Responsibilities
Section 2. Coordinator of Officials Duties and Responsibilities
Section 3. If a vacancy occurs in a Committee Chairperson’s position, the Regional Supervisor will appoint a new Chairperson. Satellite Area(s) vacancies will be filled by the Regional Supervisor.
Section 4. Each committee shall be responsible for adhering to the rules and regulations approved by the Board of Directors and the North Carolina High School Athletic Association and for reporting incidents of breach thereof by individual members to their Regional Supervisor immediately.
Section 5. All members who have registered for a sport under Article VI, Section 2 of these Bylaws shall be notified of the date, time and place of clinics at least ten (10) days prior thereto. Notification requirements shall be deemed satisfied upon personal notification, email, or other electronic media to the members of this Corporation. Failure to give proper notice shall not invalidate such clinics.
ARTICLE VIII - AMENDMENT OF BYLAWS
Section 1. These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the active members in good standing present at any regular annual meeting or special meeting of the corporation, duly called and regularly held.
Section 2. Notice of proposed changes must be sent, in writing, to members at least ten (10) days prior to such meeting.
Section 3. Amendments may be proposed by the Board of Directors on its own initiative, or upon petition of twenty-five (25%) of active members, which shall be addressed and delivered to the Board of Directors. All such proposed amendments shall be presented by the Board of Directors to the membership, with or without the recommendation of the Board.
IX - EFFECTIVE DATE
The Bylaws set forth above shall supersede all previous Bylaws or amendments thereto adopted by this Association.
By a vote at the Annual General Membership meeting on June 2, 2013