Article I Name and Purpose
Section 1.1. Name.
The name of this organization is the “Utah Lacrosse Officials Association, Inc.” (referred to in these By-laws as”ULOA”).
Section 1.2. Purpose.
The purpose of the ULOA is to recruit, train, and retain qualified officials for sanctioned lacrosse games or related events of the Utah Lacrosse Association, Adrenalin Youth Lacrosse, Utah High School Lacrosse League, and U.S. Lacrosse Association (USL), or any of their related or successor organizations.
Section 1.3. Activities.
Without limiting other activities of the ULOA that are consistent with its purpose, the core activities of the ULOA include:
1. Developing a process to recruit, train, and retain competent lacrosse officials;
2. Developing a core of knowledgeable lacrosse rules clinicians who are dedicated to coaches, officials, participants and to the game itself;
3. Developing a registration process that is thorough, accurate, and prompt;
4. Maintaining officers who are responsive to the needs of Utah Lacrosse Conferences, Utah Leagues and the USL;
5. Providing educational opportunities in the form for officiating clinics, workshops, and/or classes to officials, coaches, and players;
6. Promoting uniformity in the mechanics and interpretation of the rules of the game;
7. Fostering an observance of both the spirit of the game, and the letter of the playing rules;
8. Striving to maintain a positive work environment for all Utah Lacrosse officials, in conjunction with the USL.
Article II Members, Meetings and Voting
Section 2. Membership.
Any individual may join the ULOA who is a currently registered member of the USL Association as an Official. Membership may be terminated by a 2/3 vote of the Executive Committee for serious violation of the Official’s Code of Ethics as contained in the then current edition of the USL Officials’ Manual.
Section 2.1 Good Standing.
For a member to be in good standing, he or she must be current in all consecutive yearly dues as proscribed by the Executive Committee, complied with attendance requirements as set forth by the Executive Committee and be in full compliance with the USL Official’s Code of Ethics.
Section 2.2. Members.
The Members of ULOA shall consist of three classes: Active Members, Sustaining Members, and Honorary Members.
Section 2.3. Active Members.
Active Members shall be those persons who are in training for certification or who have been certified by the ULOA to officiate lacrosse games for which the ULOA is the assigning authority, and who have paid their annual dues and other assessments required by the ULOA.
Section 2.4. Sustaining Members.
Sustaining Members shall be those persons who have not been certified to officiate lacrosse games, butwho have paid their annual dues and who serve the ULOA in one or more of the following capacities:
a. an Officer of the ULOA;
b. a participant in the business management of the ULOA;
c. a supervisor, teacher, or trainer of the Active Members.
Section 2.5. Honorary Members.
Honorary Members shall be those persons who have been designated as such by the Membership of the ULOA in recognition of distinguished services or contributions to the ULOA. Honorary Members need not pay annual dues to the ULOA.
Section 2.6. Annual Meeting.
The annual meeting of Members of the ULOA shall be held one time each year, at such time and place as shall be designated by the President. Any business may be transacted at an annual meeting, except as otherwise provided by law or by these By-laws. The President shall give notice of the time and place for the annual meeting at least two (2) weeks prior to the date of the meeting.
Section 2.7. Special Meetings.
A special meeting of the Members may be called at any time by the President or by a majority of the Officers. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.
Section 2.8. Quorum.
The presence of at least twenty-five percent (25%) of the Active and Sustaining Members, but not less than five (5) Active or Sustaining Members, shall constitute a quorum. Except as otherwise required by law or these By-laws, the act of a majority of the Members at any meeting at which a quorum is present shall constitute an act of the Members meeting. The Members present at any meeting, whether or not a quorum is present, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.
Section 2.9. Proxies.
The Association shall not recognize proxy votes.
Section 2.10. Votes of Members.
Each Active or Sustaining Member shall be entitled to one (1) vote upon each matter submitted to the Membership.
Section 2.11. Annual Dues.
The annual dues for the Active and Sustaining Members shall be set annually by the Executive Committee of the ULOA.
Section 2.12. Meeting Attendance.
The required number of meetings and clinics and required attendance by the members shall be determined by the Executive Committee of the ULOA.
Article III Executive Committee
Section 3. General Powers.
The affairs of the Association shall be managed by the Executive Committee consisting of officers after having been duly elected and qualified
members of the ULOA Officers
Section 3.1. Officers.
The officers of Executive Committee shall be members ULOA and shall be a President, two (2) Vice Presidents and a Secretary and or Treasurer and Three (3) members at large. Nothing herein shall prohibit the Executive Committee from having such other members as it deems necessary from time to time to assist in performing the duties of the Executive Committee. Only members in good standing, as defined in ARTICLE II, Section 2.1, may qualify as an officer on the Executive Committee. Members that hold positions in Associations or Leagues that ULOA may contract with or that may cause a conflict of interest may not qualify as an officer on the Executive Committee.
Section 3.2. Vacancies.
A vacancy in the office of any Officer may be filled by appointment by a majority vote of the remaining members of the Executive Committee for the un-expired portion of the term.
Section 3.3. President.
The President shall be the Chief Executive Officer of the ULOA and shall be in general charge of the properties and affairs of the ULOA in the ordinary course of its business. The President may sign and execute all contracts and other obligations and documents in the name of the ULOA. The President may create committees and direct the conduct and administration of such committees. The President will be the deciding factor in any conflict of interest situations. The President shall preside at all meetings of the Members and the Executive Committee. The president will not be a voting member of the executive committee unless to break a tie of a vote of the voting members.
Section 3.4. Vice-Presidents.
The Vice-Presidents shall have such powers and duties as may be assigned to them by the President and shall exercise the powers of the President
during that Officer’s absence or inability to act. A Vice-President will be elected from the Members of the ULOA.
Section 3.5. Secretary.
The Secretary shall keep the minutes of all meetings of the Members and Executive Committee; have charge of the records and papers of the ULOA, all of which shall at all reasonable times be open to the inspection of any Member upon application at the office of the Secretary during business hours; and perform such other duties as assigned by the President.
Section 3.6. Treasurer.
The Treasurer shall have charge of the books of account and keep the funds of the ULOA, endorse and deposit all checks, notes and other payments; pay all proper bills and expenses, and sign all receipts and vouchers for payments made to the ULOA; render an accurate report of all receipts and disbursements and the financial condition of the ULOA at all regular meetings; and perform such other duties as assigned by the President.
Section 3.7. Members at Large.
Members at Large shall have such powers and duties as may be assigned to them by the President.
Section 3.8 Quorum.
Eighty per cent (80%) of the voting members of the Executive Committee constitutes a quorum of the Executive Committee.
Section 3.9 Electronic Forms of Meeting.
Any meeting of the Executive Committee may be held by teleconference, videoconference or other electronic means.
Section 3.10 Rules of Order.
The Association shall conduct all meetings and business pursuant to Robert’s Rules of Order unless otherwise directed by the By Laws.
Section 3.11 Terms of Office.
President: unlimited (2) year terms, Vice Presidents unlimited (2) years terms Members at Large unlimited (1) year terms, Secretary: unlimited
one (1) year terms, Treasurer: unlimited one (1) year terms.
Article IV Indemnification, Insurance, and Waivers
Section 4.1. General Indemnity.
The ULOA shall indemnify the Officers from liabilities incurred in their capacity as Officers of the ULOA to the full extent permitted by Utah law,
provided, however, that such indemnity obligation shall not extend to claims that are outside of the coverage of the form of officers and directors liability insurance available through U.S. Lacrosse, Inc.
Section 4.2. Officer Insurance.
The ULOA shall have the power to purchase and maintain insurance to provide indemnity on behalf of any person who is or was an Officer of the
ULOA, or who is or was serving at the request of the ULOA as a trustee, director, Officer, employee or representative of the ULOA, against liability asserted against such person and incurred by a person in any such capacity, or arising out of such person’s status as such. If such insurance is purchased it is not required to be broader in coverage than the standard form of officers and directors liability insurance available through U.S. Lacrosse, Inc. The Executive Committee shall determine the extent, policy limits, deductible and other terms of such coverage.
Section 4.3. Member Insurance.
The ULOA may require its Members to individually maintain liability insurance or other insurance, which may be obtained independently or through affiliation with U.S. Lacrosse, Inc. or a similar organization, to protect the Members in relation to their activities as lacrosse officials and as Members of this association. Obtaining and maintaining such insurance may be a condition of membership in this association. The Executive Committee shall determine the extent, policy limits, deductible and other terms of such coverage.
Section 4.4. Waivers.
The ULOA may require, as a condition to recognition as an Active or Sustaining Member of the ULOA, that each individual execute and deliver to the Secretary or Treasurer a waiver of liability that releases the ULOA, its Officers and Members from liability for any injuries or damages to person or property arising out of that individual’s Membership in the ULOA or participation in any games, clinics or other activities sponsored, sanctioned, serviced or scheduled by the ULOA. Any such waivers may further certify the Member’s acceptance of such person’s individual obligation to report all compensation from the ULOA, if any, to any appropriate local, state or federal taxing authorities.
Article V IRS Tax Exempt Qualification
The Utah Lacrosse Officials Association, Inc. (“ULOA”) will distribute its income for each tax year at a time and in a manner as not to become subject to tax on undistributed income imposed by section 4942 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The ULOA will not engage in any act of self-dealing as defined in section 4941(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The ULOA will not make any investments in a manner as to subject it to tax under section 4994 of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The ULOA will not retain any excess business holdings as defined in section 4943(c) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
The ULOA will not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Article VI Amendments
Section 6. Amendments.
These By-laws may be amended, altered or repealed by the affirmative vote of the majority of the Active and Sustaining Members at any annual meeting, or at any special meeting, if notice of the proposed action is contained in the notice of such special meeting.