BY-LAWS

FOR

West Kentucky Soccer Officials Association, Inc.

ARTICLE I –NAME AND MISSION

Section 1. Name-The name of the organization is West Kentucky Soccer Officials Association, Inc.

Section 2. Mission – The mission of the West Kentucky Soccer Officials Association is to provide properly certified, competent and dedicated soccer referees to the high school soccer programs affiliated with the Kentucky High School Athletic Association in Regions I & II and as properly requested to other regions of the state.

ARTICLE II - OFFICES

Section 1. Principal Office - The principle office of the West Kentucky Soccer Officials, Inc., hereinafter referred to as the WKSOA, shall be at P.O. Box 2076, Cadiz, KY42211. This is the address of the current WKSOA Treasurer and is subject to change based on the outcome of future elections of officers.

Section 2. Other Offices–The Organization may have such other offices as the Board of Directors may from time to time determine necessary orthe business of the WKSOA may require.

ARTICLE III - MEMBERSHIP

Section 1. Membership - Members shall be persons accepted by the WKSOAwho are current in their dues and are duly registered with the Kentucky High School Athletic Association (KHSAA).

Section 2. Acceptance of Members - Any person shall be eligible as a member upon completion of the appropriate application, registration with the KHSAA and payment of the prescribed dues or contribution.

Section 3. Membership Dues - Membership dues shall be set by the Board of Directors. Each paid member shall be enrolled for a twelve-month period.

Section 4. Dues Payment Schedule - Dues are payable upon application for membership and no later than June 1 of each succeeding year. Any member in arrears for two (2) months will be dropped from the membership.

Section 5. Classes of Memberships- The Board of Directors may establish classes of memberships at their discretion.

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Section 6. Meetings - An Annual MembershipMeeting of the Organization shall be heldbetween October 16 and November 15 of each year at such date, time and place as the Board of Directors shall determine. Notice of the Annual Membership Meeting shall be mailed to all members not less than thirty (30) days prior to the meeting date. A minimum of three (3) additional meetings will be held each year at a date, time and place determined by the President in cooperation with the Assigning Secretary.

Section 7. Voting –Each member in good standing,present at the Annual Membership Meeting shall have one (1) vote on all matters to come before the meeting which require a vote. This shall include, but not be limited to, voting formembers of the Board of Directors, approval of minutes of Annual Membership Meetings, approval of Annual Financial Reports, approval of Annual Audits and Bylaws revisions. Cumulative and/or voting by proxy will not be allowed.

Section 8. Quorum – Thirty percent (30%) of the total membership of the WKSOA shall be the number required to constitute a quorum for the Annual Membership Meeting. The Secretary of the Board of Directors shall announce the number required to establish a quorum and verify that the number is met at the beginning of the meeting. If at any time during the meeting the number falls below that required for a quorum, official voting willcease immediately and until such time as the correct number for a quorum is met.

ARTICLE IV - BOARD OF DIRECTORS

Section 1. General Powers–The Board of Directors shall exercise all powers authorized by the Articles of Incorporation. The Board of Directors shall govern the activities of the WKSOA. The Board of Directors shall consist of the elected officers of the WKSOA and such additional directors as deemed appropriate by the Board of Directors and duly elected. .From time to time the Board of Directors may create any committee or committees for any purpose, or purposes, to the extent lawful.Such committee or committees shall have such powers as shall be specified by the Board of Directors.

Section 2. Number, Term of Office, Qualification–The Board of Directors shall consist of no less than five (5) ormore than nine (9) members. The number of Directors shall be fixed from time to time by the Board of Directors. All Directors shall be elected for terms of two (2) years, approximately one half to be elected and one half to be retired each year. A Director shall be eligible for reelection at the end of any term not to exceed three (3) successive terms. The terms of the Directors shall begin the first day of the month immediately following the Annual Meeting. To qualify as a Director, an individual must be a member in good standing of the WKSOA.

For the purpose of forming the initial Board of Directors and to properly establish the term rotations, the first Board of Directors will be elected as follows; five Board seats will be filled for a two (2) year term and four (4) Board seats will be filled for a one year term. Henceforth, all terms and conditions as outlined above under Number, Term of Office, and Qualification will apply. The one year term of the four (4) members so elected will be treated as a full term for the purpose of determining allowable successive terms.

Section 3. Ex Officio Members - In addition to elected Directors, the Assigning Secretary for Region I and Region II of the KHSAA shallex officiomembers of the Board of Directors.The Board of Directors may appoint additional ex officio members at its discretion. Ex Officio members have no voting privileges.

Section 4. Nomination and Election of Directors - Any member of the WKSOA may submit nominations in writing to the Executive Committeeon or before the 14th day prior to the Annual Membership Meeting. Directors shall be elected at such Annual Membership Meeting. Each member in good standing shall have one vote for each vacancy to be filled. Cumulative and/or proxy voting shall not be allowed.

Section 5. Vacancies - Vacancies in the Board of Directors occurring by reason of death, resignation, or other cause, shall be filled by of a majority of the remaining Directors, though less than a quorum of the Board of Directors. The Director(s) so elected shall serve the balance of the unexpired term(s).

Section 6. Director Emeritus - From time to time the Board of Directors may honor aWKSOA member, or former member, by naming them a Director Emeritus. Such Directors Emeriti shall be Ex Officio members of the Board of Directors and shall not, as such, have any vote in the election of Directors or officers, or in the governing of the affairs of the WKSOA.

Section 7. Regular and Special Meetings - The Board of Directors shall establish a schedule of regular, periodic meetings. Special meetings may be called by the President or Assigning Secretary at any time by giving not less than five (5) calendar daysnotice to each Director.

Section 8. Quorum - At all meetings of the Board of Directors, one-half(1/2) of the total current number of Directors shall constitute a quorum for the transaction of business. The majority vote of the Directors present at any meeting, at which there is a quorum present, shall be the act of the Board of Directors, except as may be otherwise provided by statue or by the Articles of Incorporation or by these Bylaws. Proxy voting shall not be permitted. For any meeting of the Board of Directors at which a quorum shall not be present, the Executive Committee shall be empowered to act on behalf of the Board of Directors.

Section 9. Meetings – The Board of Directors shall meet monthly at a time, date and location as determined by the Board of Directors. Notification of meetings shall be provide no less than fourteen (14) days prior to the meeting date. The schedule of meetings shall be provided to all members and all meetings shall be open to all members, other than executive sessions called for the purpose of discussing personnel matters.

Section 10. Travel Reimbursement Prohibited - The WKSOA may not reimburse individual Directors for actual travel expenses incurred for attending official Board meetings or Annual Membership Meetings. Reimbursement of expenses to conduct the business of the Organization outside of normal Board and Annual Membership Meetings may be approved by a two-thirds (2/3) vote of the Board of Directors.

Section 11. Removal of Directors -Any one or more of the Directors may be removed, either with or without cause, at any time by a majority vote of all of the Directors of the WKSOA at any meeting of the Board of Directors.

ARTICLE V - EXECUTIVE COMMITTEE

Section 1. General Powers -There shall be an Executive Committee which meets as called by the President to act on time sensitive or emergency business. All business transactions approved by the Executive Committee shall stand as approved subject to ratification by the Board of Directors at the meeting of the Board succeeding the action.

Section 2. Members -The Executive Committee shall consist of the President, Vice- President, Secretary,Treasurer and Policy Board Liaisonhaving been duly elected to these positions.

Section 3. Procedure-The Executive Committee shall fix its own rules of procedure and shall meet where, when and as provided by such rules.

Section4. Quorum-At all meetings of the Executive Committee, three (3)members shall be necessary to constitute a quorum for the transaction of business. The majority vote of the Executive Committee members present at any meeting at which there is a quorum present shall be the act of the Executive Committee, except as may be otherwise

provided by statute or by the Articles of Incorporation or by these Bylaws. Proxy voting shall not be permitted.

ARTICLE VI - OFFICERS

Section 1. Number- The officers of the WKSOA shall consist of aPresident, Vice-President, Secretary, and Treasurer;and such other officers and assistant officers as may be deemed necessary by the Board of Directors.

Section 2. Election –The officers shall be elected from among its members for a one year term at its Annual Meeting, or its meeting closest to that date at which a quorum is present. Any vacancies resulting from resignation, death or removal of a sitting Director shall be filled by the Board of Directors for the unexpired term.

Section 3. Tenure of Office – Each officer shall hold office for a term of one (1) year. The office of President and Vice-President shall be limited to two (2) successive terms. There shall be no limit on the number of successive terms for the office of Secretary, Treasurer, Secretary-Treasurer, or other officers as established by the Board of Directors.

Section 3. President - The President shall preside at meetings of the Board of Directors, the Executive Committee and Annual Meeting. He/she shall name the members of all standing committees, subject to ratification and approval by the Board of Directors, and shall be an ex officio member of all committees. The President shall vote on matters brought before the Board of Directors and Annual Member Meeting only when required to do so in order to break a tie vote.

Section 4. Vice-President-The Vice-President shall perform such duties as may be assigned by the Board of Directors. In case of death, disability, or absence of the President, the Vice-President shall be vested with the duties and powers of the President until the Board of Directors shall otherwise determine a successor.

Section 5. Treasurer-The Treasurer shall advise on financial matters and have oversight custody of all funds and securities of the WKSOA. He/Sheor a designee shall make a full report of the financial condition of the WKSOA at the Annual Meeting and at periodic meetings as the Board of Directors may require. The Treasurer shall interpret financial reports for the Board of Directors to the full satisfaction of the Board of Directors. He/She shall assist in the annual budget preparation and the execution thereof for the WKSOA. The Treasurer shall participate in the selection of and obtain approval of the Board of Directors for the audit firm to conduct the annual audit for the Organization.At the direction of the Board of Directors, the Treasurer and those persons who actually handle monetary transactions on behalf of the Organization may be bonded, at the Organization’s expense, in such form and in such amount and with surety, or sureties, as may be determined by the Board of Directors.

Section 6. Secretary-The Secretary shall record the minutes of all meetings of the Board of Directors, Executive Committee and Annual Meeting and provide transcribed copies of said minutes at the next appropriate meeting for ratification. In the absence of the President and Vice-President the Secretary shall preside at the meeting of the Board of Directors, Executive Committee or Annual Meeting. The Secretary shall also submit all necessary required applications and forms on behalf of the WKSOA to maintain legal incorporation and any other report or forms for maintaining the operation and condition of the WKSOA. The secretary shall be the custodian of all official documents of the WKSOA.

ARTICLE VII - ADMINISTRATION

Section 1. Administration of the Organization - The Executive Committee may employee appropriate staff as deemed necessary to maintain the efficient operation of the WKSOA. Such staff, so hired, shall have authority and responsibility for the WKSOA’s operations as delegated by the Executive Committee.

Section 2. Salaries -No officer or director of the WKSOA shall be compensated by the WKSOA. The salaries of paid staff shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Directors.

ARTICLE VIII- AMENDMENTS TO BYLAWS

Section 1. Amendments - These Bylaws may be amended at any regular or special meeting of the Board of Directors, or by signed mail ballot of the Directors, or at the Annual Membership Meeting; by vote of two-thirds of those Directors or members voting, so long as the total vote shall constitute a quorum.

ARTICLE IX

Section 1. Fiscal Year - The fiscal year of the organization shall begin on July 1 and end on June 30 of each year.

ARTICLE X– DISSOLUTION

Section 1. Dissolution - Upon dissolution of the WKSOA, its assets remaining after payments of, or provision for payment of, all debts and liabilities of this WKSOA, willbe refunded to members in good standing on a proportional basis.

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