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BYLAWS
ARTICLE I:
THE VOLLEYBALL DIVISION
1.
Name: The operating name of the Volleyball
Division shall be “Central Virginia Volleyball Officials Association”, herein
referred to as CVVOA or Division.
2. Purpose:
a. To secure a uniform interpretation of the playing rules of High School Volleyball as approved by the National Federation of High School;
b. To study and improve Volleyball officiating standards;
c. To provide qualified Volleyball officials for territory served by the Division;
d. To establish and uphold an equitable fee for services rendered;
e. To collaborate with those responsible for promoting Volleyball as a wholesome form of recreation and as a great sport for the development of character, good sportsmanship, and citizenship.
ARTICLE II:
THE VOLLEYBALL BOARD OF DIRECTORS
1.
The Board of
Directors of the Volleyball Division, herein referred to as the Board, shall consist of duly elected
Active Members of the Volleyball Division whose duties are to conduct the
managerial, legislative, financial, and operational activities of the
Volleyball Division. The Board will
govern and set policy solely for the Volleyball Division. The Officers shall
consist of the President, Vice-President, Secretary, and Treasurer. Other
members of the Board include four At-Large members. The Board may select
Ex-Officio members, such as the past President, Commissioner, etc. to sit on
the Board where such members would have a voice but no voting privilege.
2.
Board Members,
with the exception of the Treasurer, shall not receive any compensation from
the Division for their work as a Board Member, but this shall not preclude
compensation from the Division for serving in other capacities or being
reimbursed for legitimate business expenses.
ARTICLE III:
DUTIES OF THE BOARD
1. Duties of the President: The President shall preside at all meetings of the Volleyball Division, shall be an ex-officio member of all Division committees, with the exception of the Judiciary and Election Committees, and shall be the official representative of the Division.
2. Duties of the Vice-President: The Vice-President shall assume the duties of the President in his/her absence.
3. Duties of the Secretary: The Secretary shall keep the minutes of all meetings and record all decisions made by the Membership and the Board and send out any correspondence necessary as a result of these meetings. He/she shall also send out notification to all Members regarding the time and place of all meetings. It is the responsibility of the Secretary to keep all records of names, addresses, and telephone numbers of all Members and to send, upon request, copies of minutes to members.
4. Duties of the Treasurer: The Treasurer shall discharge all financial obligations upon being so authorized by the Association and give a Treasurer’s Report quarterly or upon request. The Treasurer shall receive compensation as set by the Board. His/her other duties include:
a. To maintain the care and custody of all dues and moneys of the Volleyball Division and shall keep an accurate record of all financial transactions.
b. To maintain the Volleyball Division’s bank account where the President and/or Vice-President and Treasurer shall have signature authority over the account, but only the Treasurer shall make disbursements from this account;
c. To receive and deposit in the Volleyball Division’s bank account all funds (including dues, insurance, fines, game/booking fees, etc.) and to make all disbursements in a timely manner;
d. To keep adequate and accurate books and records of all receipts and disbursements of the Volleyball Division and to submit these records to the Audit Committee within thirty days after the Association’s fiscal year ends on the last day of December;
e. To prepare an Annual Budget and present it to the Board no later than March 31st of each year;
f. To prepare an Annual Financial Statement and to deliver it to the Board;
g. To deliver to his/her successor all records of the Volleyball Division at the expiration of his/her term of office, or at his/her resignation. The Treasurer has thirty (30) days in which to comply.
5. Duties of the Members-At-Large: The Members-At-Large shall be voting Members of the Board whose goal is to bring new ideas to the Board and to represent the general Volleyball Membership in all Board decisions.
6. Board Members are expected to attend all Board Meetings. Any Board Member who misses more than 25% of Board Meetings in one year may be asked to resign. Any Board Member who is unable to attend a Board meeting must provide notification to the President prior to the beginning of the meeting.
ARTICLE IV:
AUTHORITY OF THE BOARD
1. The Board shall conduct the managerial, legislative, judicial, financial, and operational duties of the Volleyball Division of the Association. These duties include, but are not limited to, the following:
a. To discipline Members;
b. To establish a schedule of fines, fees and assessments;
c. To define the conditions of probation, suspension, and expulsion;
d. To approve all budgets;
e. To review the reports of all committees and take such action, consistent with these Bylaws, as is deemed in the best interest of the Volleyball Division;
f. To appoint persons to serve as Parliamentarian, Sergeant-At-Arms, Rules Interpreter, Deputy Commissioner, and any other position as deemed necessary by the Board.
g. To approve all new requests for officials from a district or school.
2. Any action of the Board may be voided or modified by a two-thirds (2/3) majority vote of a quorum of the Active Members of the Volleyball Division at any general or special meeting.
ARTICLE V: TERMS
OF OFFICE
1. The term of office for all members of the Board is two
years. The terms shall commence
on the first of January, following the election. The terms shall expire twenty-four months
hence, on the thirty-first of December.
2. No member shall occupy more than one elected office at
the same time.
ARTICLE VI:
NOMINATIONS AND ELECTIONS
1. Eligible Candidates: Any Active Member of the Volleyball Division, in good standing, may hold any elected office or position.
2. Qualification Procedure: Candidates for elected positions should make known their intentions by notifying the Election Committee at least twenty-eight (28) days prior to the date of the election. The Election Committee will then have fourteen (14) days to certify all candidates. All candidates that are qualified by the Election Committee will be placed on the ballot and announced to the entire Membership no less than fourteen (14) days prior to the election.
3. Alternate Nominations: Nominations for any elected position may also come from the floor, by any Active Member in good standing, on the date of the election. Any Member so nominated must be present to accept the nomination or must have presented a written note to the Member making the nomination that he/she accepts the nomination, and that note must be presentable at the meeting. Said candidates will be placed on the ballot as “write-ins”.
4. Election Method: Balloting shall be by secret ballot by those active members in good standing present at the annual business meeting. Absentee ballots will not be accepted. A majority vote of those voting shall be required to decide all elections for officers. If a majority vote is not obtained, a runoff election shall be held between the two candidates receiving the most votes. If a tie vote occurs, another secret ballot will be held between the tied candidates on the first ballot. If a tie vote occurs on the second ballot, there shall be another secret ballot at a special meeting to be held within four weeks of the annual business meeting. A two-week written notice of the meeting will be given to all active members. If a tie vote occurs at the second meeting, the Board shall make the selection. Those four candidates for Members-At-Large who receive the most votes from among all those cast shall be elected. If there is a tie for the last position, then a runoff election will immediately take place between/among the tied candidates. If a tie vote occurs on the second ballot, the existing Board shall make the selection.
5. Timing of Elections: An election shall be held every year at the Annual Volleyball election meeting. The election of all Board Officers (President, Vice-President, Secretary, and Treasurer) will occur in even years and the election of the four At-Large Members will occur in odd years. All members of the Volleyball Board of Directors may be reelected without limit.
6. Replacement of Board Members: In the event that a current Board Member desires, and is elected to, another Board position, or a Board member resigns or is removed from office, a replacement Member will be selected by the Board of Directors to carry out the un-expired term.
7. Nepotism: No two or more members of the same immediate family shall serve on the Volleyball Board of Directors simultaneously.
ARTICLE VII:
THE COMMISSIONER
1.
The Board
shall elect the Commissioner annually. To be elected, the candidate must obtain
votes from at least one-half (1/2) of the total membership of the Board. The
Board may appoint one or more Deputy Commissioner(s) to assist the Commissioner
in the performance of his/her duties or to act as the Commissioner when
necessary.
2.
Duties of the
Commissioner: The Commissioner shall be responsible for making all game
assignments and managing the schedules with the affected schools and officials.
The Commissioner shall receive compensation as set by the Board. The Commissioner’s other duties include:
a) To contact all schools under contract and obtain schedules for the officiating of their games;
b) To prepare the registration cards to register all members with the VHSL and to issue all rulebooks and membership cards to the Members;
c) To maintain a service record of each Member for the entire season;
d) To attend all Board meetings;
e) To provide to the President, or his/her designee, the current master schedule;
f) To keep all correspondence of his/her position on file for inspection by the Board;
g) To prepare bills for the schools that use the services of the Volleyball Division;
h) To prepare for payment by the Treasurer all pay sheets of all Members;
i) To investigate all complaints against Members and to report to the Board all information concerning said complaints;
j) To prepare an annual Commissioner’s report and to present same to the Board and to the Membership;
k)
To deliver to his/her successor all records of
the Association at the expiration of his/her term of office or immediately at
his/her resignation or dismissal;
l)
To maintain the officials schedules on the
web-based system or other software system as prescribed by the Board;
m)
The Commissioner will work assignments only in
emergencies and will never work tournament assignments.
ARTICLE VIII:
REMOVAL FROM OFFICE OR POSITION
The Association, under the following procedure, may remove Board Members and appointed persons from an office or position:
1. A petition requesting removal shall be signed by a majority of the Active Members of the Volleyball Division of the Association;
2. The petition shall be delivered to the President, or Vice-President if the petition is for the removal of the President;
3. Upon receipt of the petition, the President (Vice-President) shall call a special meeting of the Association to act upon the petition. Said meeting shall be held within fourteen (14) days after the receipt of the petition. All Members shall be given at least seven (7) days verbal or written notice of the special meeting;
4. At the special meeting, the person named in the petition shall have the right to be heard in person or by written statement. The person shall also be allowed to call any persons to testify on his/her behalf;
5. At any time before a motion is heard from the floor and recognized by the President (Vice-President) for a vote of removal, the person named in the petition may resign and this resignation shall end the meeting. No vote shall be taken until all persons who desire to speak on the matter have been heard;
6. If a motion for removal is made and seconded, voting shall take place by secret ballot. Only Active Members shall be allowed to vote, including the person named in the petition;
7. Removal shall require the approval of a two-thirds (2/3) majority of all present Active Members. Absent Members shall not have the privilege of voting by absentee ballot.
8. Resignations: Any Officer/Member-at-Large may resign at any time by giving written notice to the President or Secretary of the association. Such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE IX:
COMMITTEES
1. Appointments: The Division President or presiding officer shall appoint all Committee Chairs with Board approval.
2. The
Judicial Committee shall conduct investigations and render
decisions on charges brought against a member.
The Judicial Committee shall consist of three (3) members in good
standing.
3. The
Audit Committee shall conduct an annual audit of the Treasurer’s records and an
additional audit whenever the Treasurer is removed from office by re-election,
resignation, or dismissal.
4. The
Training Committee shall supervise all training activities of officials.
5. The
Rating Committee shall evaluate all Active Members, and supervise
the performance of all Members.
6. The
Election Committee shall recruit and qualify candidates for elected positions,
conduct the elections, and count the ballots. The Secretary shall submit to the Election Committee a list of members
in good standing at least twenty eight (28) days prior to the scheduled
election. The Election Committee shall
notify the Secretary of the ballot no later than fourteen (14) days prior to
the scheduled election, so the Secretary can notify the membership of the
ballot within fourteen (14) days of the scheduled election.
ARTICLE X:
MEETINGS AND QUORUM
1. Membership Meetings:
a) Regular Meetings - The President shall schedule meetings as may be required by the business of the Volleyball Division. Such meetings shall include an Annual Meeting in late fall or early winter, which shall also be the election meeting. The President shall provide Members at least fourteen (14) days notice for all regular meetings.
b) Special Meetings – Five (5) or more Active Members may petition the President to call a meeting by delivering to the President a written petition signed by them calling for the meeting. The President shall schedule the meeting within twenty-one (21) days of receipt of the petition and shall provide all Members fourteen (14) days notice for any petitioned meeting.
c) A Quorum for conducting business at a Volleyball Membership meeting shall be one-half (1/2) of all Active Members present at the commencement of the meeting.
d) At each Annual meeting the first order of business shall be to vote on the advancement of Trainee, Provisional and Transfer members. All Provisional and Transfer members who are accepted as Active members shall immediately have full voting privileges on all matters pertaining to the Division, including subsequent Board elections.
2. Board Meetings:
a) Meetings of the Board shall be held as business demands. The dates, times, and locations of the meetings will be scheduled by the President. Any Member may attend an open Board meeting with the prior permission of the President.
b) A Quorum for conducting business at any Board meeting shall be one-half (1/2) of all Board Members.
3. Parliamentary Guide: Robert's Rules of Order shall be the parliamentary Guide for all meetings.
ARTICLE
XI:
CONDUCT AND DISCIPLINE OF MEMBERS
1.
Any member, who fails to fulfill an
accepted assignment, including pre-season scrimmages, may be fined and/or
suspended.
2.
Any member convicted of a crime
involving moral turpitude shall be subject to suspension.
3.
Any member who directly or indirectly
solicits volleyball refereeing assignments from a coach, school or district
currently being served by the CVVOA shall be subject to suspension.
4.
Any member who fails to comply with
these Bylaws or any other established Association authority, or who is
delinquent in the payment of authorized charges, fees, dues, fines, penalties,
or assessments, or who conducts himself in a manner conclusively established to
be contrary to the best interests of the Association may be fined, placed on
probation, suspended, or expelled from the Association.
5.
Notification of charges and penalties
shall be made by certified mail, return receipt requested, and such penalties
shall take effect fourteen (14) days after receipt of notification unless a
hearing is requested in writing by the member charged. If a hearing is requested within fourteen
(14) days of notification, the member will be provided with details of the
charges against him with specific reference to the By-laws provision, rule, or
regulation that he is charged with violating, as well as all documents related
to the charges. A hearing date will be
set not more than fourteen (14) days from the date of request for the
hearing. Legal counsel may be present
and participate for the charged member if at least seven (7) days notice was
given to the Division so that counsel can also represent the Division.
6.
The Judicial Committee shall conduct
hearings. Both parties must be present
and may present any information or documents desired. Each party may question the other party and
the other party’s witnesses. The hearing
shall be audio recorded and the records retained. Legal counsel may participate if the proper
notification was received. A written
copy of the Judicial Committee’s majority verdict shall be sent by certified
mail, return receipt requested, to both parties within thirty (30) days of the
conclusion of the hearing.
7.
Any member suspended or expelled
following a Judicial Committee hearing may appeal the decision to the Board if
notice of appeal is received by the Association within seven (7) days of the
member’s receipt of the Judicial Committee’s verdict. Procedure and format for the appeal hearing
shall be the same as for the hearing noted above, except that the presiding
body shall be the Board.
8.
Any member not paying dues, fines,
penalties, or assessments by their respective due dates will not be permitted
to work any assignments until such amounts are paid in full and shall not be
eligible to vote.
9.
Any suspended member is prohibited from
voting, serving as an officer or committee member, or working volleyball
assignments. Such member must attend
meetings as required by the general Division Rules and Policies.
ARTICLE
XII:
BOOKS AND RECORDS
1.
Location: The books, accounts, and
records of the association may be kept at such place or places the Board may
from time to time determine.
2.
Inspection: The books, accounts, and
records of the association shall be open to inspection by any member of the
Board at all times and shall be open to inspection by the active members at
such times, and subject to such regulations as the Board may prescribe, except
as otherwise provided by statute.
3.
Audit: The accounts of the association
shall be audited not less than annually by a committee appointed by the
President with the approval of the Board, and who shall provide a written
report to the Board. The report will be
made available to the active members at the next business meeting.
ARTICLE XIII: SERVING IN A CORPORATE
OR COMMITTEE CAPACITY
1.
Civil Proceedings: The Division shall
indemnify any person who was or is a party to or is threatened with being made
a party to any threatened, pending, or completed action, suit or proceeding,
whether civil, administrative, or investigative, including all appeals by
reason of the fact that he/she is or was a Director, agent, or Officer of the
association, against expenses (including attorney's fees), judgments, decrees,
fines, penalties, and amounts paid in settlement actually and reasonably
incurred by him/her in connection with such action, suit or proceeding if
he/she acted in good faith and in the manner he/she reasonably believed to be
in or not opposed to the best interests of the association.
2.
Presumption of Good Faith: The
termination of any action, suit, or proceeding by judgment, order, settlement
conviction, or upon a plea of nolo contendre or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in
the manner which he/she reasonably believed to be in or not opposed to the best
interest of the association.
3.
Standards of Conduct: Every Director,
Officer or agent of the Division is expected to conduct the business of his/her
office in a professional manner by applying sound moral and ethical standards
without any prejudice to every act carried out by him/her on behalf of the
association. If acting in such a matter,
the Director, Officer or agent will be considered to be acting in good faith.
4. Indemnification
Against Expenses: To the extent that a Director, Officer, or agent of the
association has been successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in Section 1, or in defense of any
claim, issue or matter therein, he/she shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith.
5.
Determination of Indemnification:
Unless indemnification is ordered by a court having jurisdiction therein, any
indemnification shall be made by the association only as authorized in the
specific case upon determination that indemnification of the party or person is
proper in the circumstances because he/she has met the applicable standard of
conduct set forth in Section 1. Such
determination shall be made (a) by the Directors who were not, are not and will
not be parties to such action, suit, or proceeding, or (b) if such quorum is
not obtainable, or even if obtainable, if a majority of such quorum of
disinterested Directors so directs, by independent legal counsel (compensated
by the association) in written opinion.
6.
Payment in Advance of Final
Disposition: Expenses of each person indemnified pursuant to Section 5 above
incurred in defending a civil, criminal, administrative, or investigative
action, suit, or proceeding (including all appeals) or threat thereof, may be
paid by the association in advance of final disposition of such action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of a Director,
Officer, or agent to repay such expenses unless it shall ultimately be
determined that he/she is not entitled to be indemnified by the association.
7.
Exclusivity: The indemnification
provided by this Article shall not be deemed exclusive of or in any way to
limit any other rights to which any person indemnified may be or may become
entitled as a matter of law, by the Articles of Incorporation, By‑Laws,
regulations, agreements, insurance, or vote of disinterested Directors or
otherwise, with respect to action in his/her official capacity and with respect
to action in another capacity while holding such office and shall continue as
to a person who has ceased to be a Director, Officer or agent and shall inure
to the benefits of the heirs, executors, and administrators of such a person.
8.
Insurance: The association shall have
the power to purchase and maintain insurance on behalf of any member who is or
was a Director, Officer, or agent of the association, against any liability
asserted against him/her and incurred by him/her in any such capacity or
arising out of his status as such, whether or not the association would have
the power to indemnify him/her against such liability under this Article.
9.
Miscellaneous: If any part of this
article shall be found, in any action, suit or proceeding, to be invalid or
ineffective, the validity and effect of the remaining parts shall not be
affected.
ARTICLE XIV: MISCELLANEOUS PROVISIONS
1.
Fiscal Year: The fiscal year of the
Division shall end on the last day of December.
2.
Checks, Drafts, and Notes: All checks,
drafts, or other orders from the payment of money and all notes or other
evidences of indebtedness issued in the name of the association shall be signed
by such officer or officers or agent or agents as shall from time to time be
designated by resolution of the Board or by an officer appointed by the Board.
3.
Contracts and Other Instruments: Except
as otherwise provided in the By‑Laws, the Board may authorize any
Officer, agent, or agents to enter into any contract or execute and deliver any
instrument in the name and on behalf of the association and such authority may
be general or confined to specific instances.
4.
Gifts: The Board may accept on behalf
of the association any contribution, gift, bequest or devise for the general
purposes or for any special purpose of the association.
5.
Status of Members: All members of the
Division are independent contractors in their officiating capacities and not
employees of the association, or of any officer of the association, or of any
other person or entity for whom the members work as officials. All members of the association recognize their
status as independent contractors and understand that neither the association,
nor its officers are employers, and therefore, the members may not collect
worker's compensation from the association or any other person or entity for
injuries sustained while officiating.
ARTICLE XV:
AMENDMENTS
1. These Bylaws of the Volleyball Division may be amended by a two-thirds (2/3) majority vote of the Active Membership of the Volleyball Division present and voting at any scheduled membership meeting.
2. All Active Members must be notified, in writing, of the exact wording of any proposed amendment at least fourteen (14) days prior to the meeting in which the amendment is to be voted upon.
3. A Quorum for amending these Bylaws is the same as those prescribed in Article X.1.c.
*** Approved as amended by
the General Membership during the business meeting held November 22, 2009 ***
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