BYLAWS OF

UPPER MIDWEST OFFICIALS ASSOCIATION

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ARTICLE I—NAME AND PURPOSE

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SECTION 1 — NAME: The name of this corporation is Upper Midwest Officials Association.

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SECTION 2 — PURPOSE: Upper Midwest Officials Association is organized exclusively for charitable, scientific and

educational purposes. The purpose of this corporation is to recruit, educate, train, and retain officials for high school and college sports.

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ARTICLE II MEMBERSHIP

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SECTION 1 - MEMBERSHIP TO BE NON-VOTING. Members shall meet the qualifications set by resolution of the Board of Directors, and pay dues according to a schedule established by the Board. Members shall have any and all rights set by resolution of the Board of Directors, except that per mandate in the Articles of Incorporation, no voting rights in the corporation may be provided to members.

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SECTION 2 — ANNUAL MEETING. As the corporation has no voting members it is not required to have an annual meeting, but may hold an annual or anniversary meeting of the corporation at which the Board of Directors shall meet and conduct business as set out in Article Ill.

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SECTION 3 - MEMBERSHIP YEAR AND DUES. The Board of Directors shall have the right to determine the dues or other payments to be made by the members of this corporation. The membership year for the members of this corporation shall be the same as the fiscal year of this corporation.

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SECTION 4 — MEMBERS' PRIVILEGES. Members shall be entitled to receive information about the organization's purposes and activities as determined by the Board of Directors from time to time. Members shall also have the right to vote on matters expressly submitted or delegated by the Board of Directors to the members for binding or advisory decisions. Members shall also have such additional rights and privileges as may be conferred upon them from time to time by the Board of Directors.

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ARTICLE Ill—BOARD OF DIRECTORS

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SECTION 1 — BOARD ROLE, SIZE AND COMPENSATION: The board is responsible for overall policy and direction of the corporation. The board will delegate responsibility of day-to-day operations to the staff and committees of the corporation. The Board will have up to nine (9) members. The board receives no compensation other than reasonable expenses.

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SECTION 2 — TERMS: Al) board members will serve three year terms.

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SECTION 3 — MEETINGS AND NOTICE: The board will meet at least once each year at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.

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SECTION 4 — BOARD ELECTIONS AND ELECTION PROCEDURES: During the last quarter of each fiscal year of the corporation, the board of directors of will elect the Directors to replace those whose terms will expire at the end of the fiscal year. This election will take place during a regular meeting of the directors. New directors must be elected by a majority of directors present at such a meeting, provided that there is a quorum present. Directors so elected will serve a term beginning on the first day of the next fiscal year.

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SECTION 5 — QUORUM: A quorum must be attended by at least forty percent of board members for business transactions to take place and motions to pass.

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SECTION 6 — OFFICERS AND DUTIES: There will be four officers of the board, consisting of a president, vice-president, secretary and treasurer. Their duties are as follows:

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• The president will convene regularly scheduled board meetings, preside or arrange for other members of the Executive Committee to preside at each meeting in the following order: vice-chair, secretary, and treasurer.

• The vice-president will chair committees on special subjects as designated by the board.

• The secretary will be responsible for keeping records of board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and assuring that corporate records are maintained.

• The treasurer will make a report at each board meeting. The treasurer will chair the finance committee, assist in the preparation of the budget, help develop fundraising plans and make financial information available to board members and the public.

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SECTION 7 — VACANCIES: When a vacancy on the board exists mid-term, the secretary may receive nominations for new members from present board members two weeks in advance of a board meeting. These nominations will be sent out to board members with regular board meeting announcement, to be voted upon at the next board meeting. These vacancies will be filled only to the end of the particular board member's term.

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SECTION 8 RESIGNATION, TERMINATION AND ABSENCES: Resignation from the board must be in writing and received by the secretary. A board member will be terminated from the board for excessive absences. A board member may be removed for other reasons by a three-fourths vote of the remaining directors.

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SECTION 9 — SPECIAL MEETINGS: Special meetings of the board may be called upon the request of the chair or one third of the board. Notices of special meetings must be sent out by the secretary to each board member at least 3 days in advance.

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ARTICLE IV—COMMITTEES

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SECTION 1 — COMMITTEE FORMATION: The board may create committees as needed. The board Chair appoints all committee chairs.

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SECTION 2 — EXECUTIVE COMMITTEE: The four officers serve as the members of the Executive

Committee. Except for the power to amend the articles of incorporation and bylaws, the Executive Committee will have all the powers and authority of the board of directors in the intervals between meetings of the board of directors, and is subject to the direction and control of the full board.

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SECTION 3 FINANCE COMMITTEE: The treasurer is the chair of the Finance Committee, which includes 3 other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans and the annual budget with staff and other board members. The board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year will be the calendar year. Annual reports are required to be submitted to the board showing incomes, expenditures, and pending income. The financial records of the organization are public information and shall be made available to board members and the public.

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ARTICLE V—DIRECTOR AND STAFF

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SECTION 1 — EXECUTIVE DIRECTOR: The board may hire an executive director. The executive director will have day-to-day responsibilities for the organization, including carrying out the organizations' goals and policies. The executive director will attend all board meetings, reports on the progress of the organization, answer questions of the board members and carry out the duties described in the job description. The board can designate other duties as necessary.

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ARTICLE VI—AMENDMENTS

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SECTION 1 — AMENDMENTS: These bylaws may be amended when necessary by two-thirds majority of the board of directors. Proposed amendments must be submitted to the secretary to be sent out with regular board announcements.

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ARTICLE VII—ACTION WITHOUT MEETING

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SECTION 1 — WRITTEN ACTIONS: An action required or permitted to be taken by the Board of Directors make be taken by written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board at which all of the directors were present.

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CERTIFICATION

These bylaws were approved at a meeting of the board of directors effective as of

 

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