Association By-Laws

1. NAME

This organization was validly incorporated on September 1, 1994, as a
Michigan nonprofit corporation and shall be called the West Michigan
Officials Association (WMOA) (the Association).

2. MISSION

The mission of the West Michigan Officials Association is to promote
excellence in sports officiating by providing comprehensive education,
ongoing training, and proactive recruitment of officials.

3. VISION

The West Michigan Officials Association is dedicated to upholding the
highest standards of integrity, professionalism, and performance to
enhance the quality of athletic competition with all stakeholders across
our community.

4. OFFICERS AND LEADERSHIP

   1. The administrative authority of the Association shall be vested
      in the following elected Officers and leadership positions, in addition
      to any Board-appointed positions:

      1. Elected Officers

         1. President

         2. Vice-President

         3. Secretary

         4. Treasurer

      2. Elected Leadership

         1. Basketball Program Chair

         2. Football Program Chair

         3. Basketball Registrar

         4. Football Registrar

      3. Appointed Leadership

         1. The elected Board Members may appoint additional Board Members
            for specific duties within the Association, by majority vote. Examples
            might include:

            1. Basketball Recruiting & Mentoring Coordinator

            2. Football Recruiting & Mentoring Coordinator

            3. Community Relations Coordinator

            4. Technology Coordinator

         2. The number of appointed board members will not exceed the number
            of elected board members.

   2. These elected and appointed positions shall comprise the Board of
      Directors of the Association. The Board of Directors shall:

      1. Manage and direct the affairs of the Association in accordance
         with the By-Laws.

      2. Have the power to adopt and implement actions and Policies as it
         deems necessary and proper to carry out the purposes of the
         Association.

   3. Appointed positions are non-voting members of the Board of
      Directors.

   4. Individuals elected to an Officer or Leadership position are
      eligible to also hold any Appointed Leadership position.

   5. Each of the Elected Officer positions will be held by separate
      individuals. However, a person holding an Elected Officer position may
      also be elected to an Elected Leadership position. The two Registrar
      positions can be held by the same individual. If an individual is
      elected to more than one position, they hold only one vote on the Board
      of Directors.

   6. Terms of Office.

      1. All elected positions are for a term of two years.

      2. All appointed positions are for a term of one year.

   7. Term Limits.

      1. The President can serve up to, and is limited to, two successive
         elected terms of office. A person may hold the office of President again
         or run for President again after sitting out one term.

      2. All other positions have no term limits.

   8. Vacancies.

      1. Any elected or appointed officer, or other appointed position may
         be removed by the Board of Directors with just cause.

      2. The Vice-President automatically becomes the President after the
         President is either removed from or vacates their position as
         President.

      3. In the event of death, resignation, or removal of any position
         other than the President, such vacancy shall be filled by appointment by
         the President, with the approval of a majority of the voting members of
         the Board of Directors.

5. DUTIES OF BOARD MEMBERS

   1. President:

      1. Shall call all regular board meetings. There shall be a minimum
         of two board meetings per year.

      2. Shall preside at all general meetings of the
         Association.

      3. Shall appoint all standing and special Committees except as
         otherwise noted in these By-Laws.

      4. Shall serve as Chair of the Board of Directors and will schedule,
         prepare an agenda and preside over all Board Meetings.

      5. Shall also serve as Chair of the Grievance Committee if one is
         established.

      6. All correspondence from members, schools, and conference
         leadership shall be directed to the President and Secretary for action
         to be taken as needed.

   2. Vice-President:

      1. Is responsible for planning and coordinating the annual
         Association Banquet when a banquet is being held.

      2. Performs President’s duties in the absence of the
         President.

   3. Secretary:

      1. Shall be responsible for the recording of the minutes of the
         Board and Membership meetings.

      2. Annually complete the required Michigan High School Athletic
         Association (MHSAA) paperwork for the Association.

      3. All correspondence from members, schools, and conference
         leadership shall be directed to The President and Secretary for action
         to be taken as needed.

      4. Along with the Treasurer, the Secretary shall have the authority
         to draw or deposit funds of the Association.

   4. Treasurer:

      1. Shall be responsible for and have control and custody of all the
         funds belonging to the Association.

      2. Shall make disbursements for the prompt payment of any
         Association obligations incurred.

      3. Shall have the authority to draw or deposit funds of the
         Association.

      4. Shall coordinate for the Board’s insurance coverage, at the
         direction of the Board.

      5. Shall make provisions for the collection of dues, keep records of
         the current status of the Association’s treasury, and render a financial
         report at the request of the President or a majority of the members
         present at any scheduled meeting.

      6. Shall also make arrangements for a third-party audit of the
         Association’s financial records, which shall occur at least once a
         year.

   5. Registrar(s):

      1. Shall be responsible for maintaining a current membership roster
         for the Association.

      2. Shall maintain the Member In Good Standing (MIGS) roster (per the
         Michigan High School Athletic Association), in each sport, for the
         Association.

      3. Act as the liaison between the Association and Assigners,
         Conferences, and Schools.

      4. Supports the work of the respective Program Chair, and recruiting
         and mentoring efforts.

   6. Program Chairs:

      1. Shall be responsible for the scheduling and programming of
         regular rules-mechanics meetings for their respective sports.

      2. Will oversee an orientation program during the respective seasons
         for new and less experienced officials in coordination with the
         Recruiting and Mentoring Coordinators.

      3. Appoint committee members and/or delegate activities as deemed
         necessary for training activities.

   7. Appointed Positions:

The Board of Directors will write and approve position descriptions
for any appointed positions to the Board of Directors.

6. INSURANCE

The WMOA shall:

1. Purchase and maintain general liability insurance to protect the
   association against claims arising from its operations and
   events.

2. Maintain Directors and Officers (D&O) liability insurance to
   cover legal liability incurred by any director or officer for acts
   performed in their official capacity.

7. MEMBERSHIP

   1. Membership Categories will be as follows:

      1. Standard Members.

         1. This membership category shall be open to currently registered
            football and basketball officials.

         2. Standard Members shall enjoy all the rights and privileges of
            membership upon fulfillment of the membership requirements contained by
            these By-laws, to include proper payment of dues, and shall be eligible
            for election as an officer, assignments on committees, and to cast one
            vote in connection with the formal business conducted by the
            Association.

         3. Privileges afforded to Standard Members may be suspended or
            revoked by the Board of Directors if all dues, special assessments
            and/or late fees are not paid as required, or for disciplinary
            reasons.

      2. Emeritus Members.

         1. This membership category shall be open to all past members not
            presently participating in high school athletics who desire
            communications.

         2. Emeritus members do not have voting privileges.

      3. Other. In addition to Standard and Emeritus
         membership, the Board of Directors may determine additional membership
         categories, dues, and privileges.

   2. The WMOA membership year is defined as August 1 to July
      31.

8. MEETINGS

   1. Meeting Format:

      1. Each board meeting will be conducted according to a structured
         method, as communicated by the President, except where such rules are
         inconsistent with these By-laws.

      2. If a method is not specified, Robert’s Rules of Order will be
         followed.

   2. Quorum:

A minimum of 50% of the voting members need to be present at a board
meeting in order to have a quorum.

3. The Board may meet in a closed session when discussing member
   discipline or charges that members may have made errors that would
   eventually result in disciplinary proceedings being brought against
   them.

   1. To go into a closed session, a board member must make a motion.
      This motion must be seconded, and a majority of board members must vote
      to go into closed session. This motion and the vote shall be recorded in
      the minutes.

   2. When the board goes into closed session, the closed session
      portion of the meeting shall be closed to the membership and to any
      guests invited by the board.

   3. Any actions taken upon matters discussed in closed session shall
      be taken in the regular open portion of the board meeting. The
      discussions taken within the closed session shall remain confidential.
      The board may keep internal minutes of the closed session discussions
      but shall not disclose these internal minutes to the
      membership.

4. Annual Membership Meeting:

   1. The Secretary shall publish notice to the membership of the
      Annual Association Membership Meeting that shall take place between
      April 1 and November 15 of every year.

   2. All members shall be given notice of the time and place of this
      meeting at least ten (10) days before the scheduled date.

   3. At this membership meeting, the Board of Directors will present a
      financial update, a membership numbers update, and address any business
      pertinent to another year’s activity.

5. Rules and Training Meetings:

   1. All regular rules and training meetings of each season shall be
      held at such time and place as the respective Program Chair shall
      designate.

   2. The dates of regular rules and training meetings will be
      communicated to the membership registered in the related
      sports.

6. Special Meetings: Any special meetings may be called by the
   President, with the approval of a majority of the Board of
   Directors.

9. DUES

   1. Dues for membership shall be established by the Board. Board
      member dues are waived.

   2. Dues shall be payable on or before July 31 for the current year
      of membership. A penalty will be assessed for late payments received
      after July 31. If an official is joining as a new member, no late fee
      will apply. A new member is an official who has never been a member of
      the WMOA.

   3. A special assessment may be levied upon the recommendation of the
      current Board of Directors by a 3/4 affirmative vote from the
      membership, with participation of not less than 1/3 of the current
      membership.

10. ELECTION OF BOARD MEMBERS

    1. Elections will be conducted during March or April of each year.
       The Board Members who are elected shall assume their duties on May
       1.

    2. Elections for President, Vice-President, Football Registrar, and
       Basketball Program Chair will occur during even numbered years.

    3. Elections for Treasurer, Secretary, Basketball Registrar, and
       Football Chair will occur during odd numbered years.

    4. At least three weeks before the elections the President, or a
       designated Nominations Committee, will:

       1. Inform the membership about the nominations process.

       2. Invite members to submit their name for nomination to open
          positions.

    5. The President, or a designated Nominations Committee, will
       confirm candidates’ availability for election and other criteria
       specified by the Board of Directors.

    6. Voting:

       1. All members with voting privileges shall be given notice of the
          method of voting, the time table for voting, and the list of candidates
          at least ten (10) days before voting begins.

       2. Voting shall be conducted as determined by the President; to
          include the ability to vote remotely.

       3. Those nominees who receive a majority of votes shall be declared
          elected. If there are more than two candidates for any office, and none
          of the candidates receive a majority of votes, the two candidates
          receiving the most votes will be put before the membership for another
          vote for that position, with the one receiving the majority being
          declared elected.

       4. Only voting eligible members registered with the WMOA as football
          officials shall vote for the Football Program Chair and the Football
          Registrar positions; only voting eligible members registered as
          basketball officials shall vote for the Basketball Program Chair and the
          Basketball Registrar positions.

11. REMOVAL OF BOARD MEMBERS

    1. Any board member may be removed from office for dereliction of
       duty with regard to the Association; unethical, moral turpitude or
       unprofessional behavior toward the Association, and/or the game of
       football or basketball upon a two-thirds vote by a quorum of the board
       members remaining who have voting privileges.

    2. An appeal, if desired, to this decision must be made in writing
       to the board within seven days of notification of the board’s
       decision.

    3. The removed board member can appeal the decision by asking for a
       vote of the membership. The membership vote (based on a simple majority
       of those members who voted) will confirm or overturn the decision of the
       board.

12. AMENDMENTS

    1. The By-Laws of the West Michigan Officials Association may be
       amended by a 3/4 affirmative vote, with participation of not less than
       1/3 of the current membership.

    2. If less than 1/3 of the membership participates in the vote to
       amend the By-Laws, the By-Laws may be adopted, amended or repealed by
       the Board of Directors, subject to ratification (majority of votes cast)
       by the WMOA Membership.

    3. The Secretary is authorized to correct non-substantive errors to
       these By-Laws in spelling, grammar or numbering without amendment;
       subject to approval of the Board of Directors.

    4. Policies, in support of the purpose of the WMOA, may be
       established and amended by a majority vote of the Board of
       Directors.

13. COMMITTEES

The President may appoint committees, as needed, with approval of the
Board of Directors, to support the purpose and work of the
Association.

14. CONDUCT OF MEMBERS

    1. Members shall at all times conduct themselves in a positive
       manner in accordance with conduct outlined in the MHSAA Officials
       Guidebook, the NFHS Code of Ethics, and per the guidance and intent of
       the WMOA Board. Any member acting in an inconsistent manner with the
       behavior standards provided in these bylaws may be subject to
       disciplinary action from the Board of Directors up to and including
       revocation and/or rejection of membership.

    2. Any member subject to disciplinary action is entitled to due
       process.

       1. The President, with approval of the Board of Directors, will
          select WMOA member(s) for an initial investigation of any allegations of
          misconduct.

       2. The President will also select separate WMOA member(s) to review
          and adjudicate the information found in the investigation of alleged
          misconduct, and recommend sanctions if appropriate.

       3. The findings and recommendations will be presented to the Board
          of Directors for approval.

       4. An appeal, if desired, must be initiated within seven days of the
          communication of the board approval of the findings and
          recommendations.

          1. If an appeal of the decision regarding misconduct is warranted
             due to:

             1. errors in the process,

             2. new evidence discovered after the initial decision,
                and/or

             3. administrative reasons.

          2. The President, with approval of the Board of Directors, will
             appoint an appeals panel.

          3. The appeals panel will submit their recommendation to the Board
             of Directors for final approval.

15. DISCRIMINATION

No member or prospective member will be denied equal opportunity
because of race, color, religion, sex (including pregnancy and gender
identity), national origin, age, disability (physical or mental),
genetic information, parental status, sexual orientation, marital
status, political affiliation or belief, or any other prohibited
factor.