CONSTITUTION AND BY-LAWS

CONSTITUTION OF THE NORTH GEORGIA AMATEUR UMPIRE ASSOCIATION

ARTICLE I: NAME

Section 1:

This organization shall be known as the North Georgia Amateur Umpire Association (NGAUA) and registered with the State of Georgia as a non-profit organization.

ARTICLE II: PURPOSE

Section 1:

The purpose of this organization is to operate as a non-profit membership association to negotiate and process contracts for its members to officiate amateur softball games by:

A. Developing and maintaining a membership consisting of experienced and capable officials whose integrity is above reproach.
B. Fostering a high standard of ethics, sportsmanship, cooperation, and understanding among umpires, players, coaches, athletic directors, press, and the general public.
C. Promoting uniformity of mechanics of officiating amateur athletic sports at all levels of competition.
D. Aiding members in acquiring thorough knowledge of the playing rules and mechanics and keeping all officials up to date on the latest rule changes and interpretations.
E. Maintaining a relation between the number of members in NGAUA and the number of schools and recreation leagues contracted with each year to facilitate the constant availability of officials who are recognized as being from a highly qualified organization.

ARTICLE III: MEMBERSHIP

Section 1:

Membership in NGAUA shall be open to any qualified applicant regardless of sex, race, creed or religion who is willing and able to meet and follow the requirements set forth in the Constitution and By-Laws of the North Georgia Amateur Umpires Association; membership in NGAUA shall be for the current calendar year.

Section 2:

The total membership, including any cut-off date for applications, shall be determined by the Board of Directors.

Section 3:

All applicants shall submit a completed NGAUA application and NGAUA membership dues to the Secretary-Treasurer for processing.

ARTICLE IV: OFFICERS

Section 1:

The Officers of NGAUA shall be the President, Vice-President, Secretary-Treasurer, and Coordinator.

Section 2:

The Officers shall have a minimum of five (5) current consecutive years membership in NGAUA.

ARTICLE V: DUTIES OF THE OFFICERS

Section1:

The President Shall:

A. Preside at all meetings of the Association, Board of Directors, and Officers.
B. Announce business before the Association, Board of Directors, and Officers.
C. Have no vote at the Association or Board of Directors meetings except where the votes are equally divided or when the Association is electing Officers and Board of Directors by secret ballot.
D. Serve on the Contract Committee for negotiations on behalf of NGAUA.
E. Appoint a Nominating Committee consisting of not less than two members of NGAUA in good standing.
F. Appoint an audit committee to be approved by the Board.
G. In case of absence or inability to perform duties of the Recording Secretary at any NGAUA meeting, the President shall appoint any member present to fulfill these duties at said meeting.
H. Appoint to office any eligible member to fill a vacancy among the Officers, Recording Secretary, or Board of Directors until such time as a successor is elected.

Section 2:

The Vice_President Shall:

A. Assist the President, when requested to do so, in the performance of his/her duties.
B. Assume the duties of the President in case of his/her absence, disqualification, or inability to act.
C. Act as the Association Parliamentarian and be familiar with the New Roberts Rules of Order.
D. Serve on the Contract Committee.

Section 3:

The Coordinator Shall:

A. Maintain the necessary liaison with the schools, recreation departments and the affiliated associations.
B. Serve as Chairperson of the Contracts Committee for negotiations in behalf of NGAUA with the schools and recreation departments.
C. Maintain an up-to-date, accurate record of qualifications, game assignments and any other information as requested by the Board of Directors. Such information shall be available to the Board of Directors or such persons as they may designate.
D. Assign officials to league and tournament games with the guidance of the Board of Directors.
E. Furnish the Secretary-Treasurer a list of games officiated, by members and by park, each week.
F. Be paid a commission of six percent (6%) per game for performance of the Coordinators duties.
G. Appoint a Training Coordinator, who is a member of NGAUA.

Section 5:

The Secretary-Treasurer Shall:

A. Receive applications for membership and submit them to the Board of Directors for acceptance or rejection. If accepted, the Secretary-Treasurer shall furnish each new member with a copy of the Constitution and By-Laws. If rejected, he/she shall return the membership dues to the applicant.
B. Compile and publish a list of the membership.
C. Mail notification of date, time, and place of the election, banquet, and special meetings to the membership.
D. Collect and have charge of all monies due or paid NGAUA and shall place in one fund in the name and credit of the North Georgia Amateur Umpire Association in a depository approved by the Board of Directors.
E. Prepare checks to pay all expenses and disbursements as authorized by the Board of Directors. All checks shall be co-signed by two members of the executive board.
F. Receive and audit each member's statement of games officiated each month.
G. Prepare a statement to each school and recreation department for services performed each month.
H. Prepare a financial report of monies received and disbursed with a statement of the account balance at the end of the calendar year or upon termination from office, whichever comes first.
I. Prepare and distribute yearly net earnings to each member and the Internal Revenue Service as required by Federal Law.
J. Be paid a commission of three percent (3%) per game for performance of the Secretary-Treasurer duties.
K. Serve on the Contract Committee for negotiations in behalf of NGAUA.

Section 6:

The Training Coordinator, appointed by the Coordinator and approved by the Board of Directors, Shall:

A. Be responsible for coordinating all training activities for NGAUA.
B. In some instances, be reimbursed for certain expenses incurred when working in behalf of or representing NGAUA. The Board of Directors shall specify the amount(s) to be reimbursed.

ARTICLE VI: BOARD OF DIRECTORS

Section 1:

The Board of Directors, hereinafter referred to as the Board, shall be the Officers, Recording Secretary, and five (5) Members at large.

Section 2:

The Recording Secretary and the five (5) members at large shall have a minimum of two (2) current consecutive years membership in NGAUA.

ARTICLE VII: DUTIES OF THE BOARD OF DIRECTORS

Section 1:

The Recording Secretary Shall:

A. Keep a record of the proceedings (minutes) of the Association or Board of Directors and be prepared to read the minutes at the following meeting for acceptance, corrections, or additions.
B. Maintain attendance records at all meetings.

Section 2:

The Board of Directors Shall:

A. See that all matters set forth in the Policies, Constitution and By-Laws are upheld.
B. Adopt regulations and policies as may be deemed necessary provided such action does not conflict with the Constitution and By-Laws of NGAUA.
C. Investigate complaints against a member of NGAUA and any other matters that pertain to the best interest of NGAUA. The Board of Directors shall take any action as may be deemed necessary - including reprimand, assessment, suspension, expulsion or any combination thereof after due process.
D. Review applications for membership and approve or disapprove on each individual applicant.

Section 3:

Any action taken by the Board of Directors may be vetoed at any regular or special meeting by a majority vote of the voting members present, provided the membership is notified seven (7) days in advance of the meeting and the vote to be taken.

Section 4:

Members of the Board of Directors shall be expected to attend all Association and Board of Directors meetings. Any Board member missing (3) consecutive meetings without justification acceptable to the Board of Directors shall automatically be terminated from office. All unexcused absences shall be subject to disciplinary action as may be deemed necessary by the Board of Directors.

ARTICLE VIII: CONTRACTS COMMITTEE

Section 1:

Members shall consist of the President, the Vice-President, the Secretary-Treasurer, and the Coordinator. A valid negotiating team shall consist of not less than two members. The may appoint additional members if necessary.

Section 2:

All contracts and agreements involving NGAUA shall be negotiated by the contracts Committee with the guidance of the Board of Directors.

ARTICLE IX: ELECTIONS

Section 1:

Election of the Officers, Recording Secretary, and five (5) Board Members shall be filled each year at the election meeting by a majority of the voting membership present voting by secret ballot.

Section 2:

Term of office shall be one (1) year or until his/her successor is elected or appointed.

Section 3:

No member shall be elected or appointed to serve in more than one (1) elective office at the same time.

Section 4:

Only members in good standing shall be allowed to vote and hold office.

ARTICLE X: STIPULATIONS

Section 1:

NGAUA shall operate as a non-profit cooperative membership association that serves as agent to negotiate and process contracts for its members to officiate athletic sports games with school and recreation departments. NGAUA shall secure games, assign umpires, collect game fees, and distribute monies to its members for games officiated. This service is performed for a fee as an administrative convenience for both the hiring institutions and NGAUA members and in no way creates an employee/employer relationship. Each NGAUA member shall be an independent contractor who provides his/her own officiating gear and is solely responsible for any taxes (State, Federal, Social Security, etc.) on earnings from their officiating services. Each member shall set his/her own work schedule, depending upon availability of games, with NGAUA's Coordinator. A member's acceptance of a game assignment from NGAUA's Coordinator shall constitute a contract to officiate said game per NGAUA's Policies, Constitution and By-Laws and the playing rules of the school or recreation department.

Section 2:

No part of the earnings of the North Georgia Amateur Umpire Association shall insure to the benefit of, or be distributable to its members, officers, or any other private persons, except that NGAUA shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth n ARTICLE II. Hereof, notwithstanding any other provisions of this Constitution and By-Laws, NGAUA shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in the furtherance of the purposes on NGAUA.

Section 3:

No member of the Board of Directors shall be required any bond or surety. None of them shall be responsible or liable for the acts of omission by any other directors, or any predecessor, or any agent, depository, or counsel selected with care.

Section 4:

Upon the dissolution of the North Georgia Amateur Umpire Association, the Board of Directors shall, after paying or making provisions for payment of all liabilities of NGAUA, dispose of all the remaining assets to a charitable organization as the Board of Directors shall determine.

Section 5:

No member of the North Georgia Amateur Umpire Association can obligate NGAUA without authorization by the Officers, the Board of Directors or the general voting membership.

Section 6:

The NGAUA Board of Directors shall have the right to adopt policies to govern the operations of NGAUA. All policies shall be consistent with the Articles of the constitution or By-Laws of NGAUA.

ARTICLE XI: AMENDMENTS TO THE CONSTITUTION AND BY-LAWS

Section 1:

NGAUA shall have the authority to establish and amend its Policies, Constitution, and By-Laws provided that such action does not conflict with the Constitution and By-Laws of its affiliated Associations.

Section 2:

Amendments to the Constitution and By-Laws may be submitted to the NGAUA membership by the Board of Directors, a Constitution and By-Laws Committee, or by written request of one-third (1/3) of the membership.

Section 3:

The Constitution and By-Laws may be amended at any regular or special meeting of NGAUA by an affirmative vote of two-thirds (2/3) of the voting membership present voting by secret ballot, provided each member is given or sent a copy of proposed amendments a minimum of seven (7) days prior to the meeting such amendments are to be voted upon.

Section 4:

The Constitution and By-Laws may be amended by a mail-in vote at any regular or special meeting of NGAUA by an affirmative vote of two-thirds (2/3) of the ballots received by the deadline date on the ballot from the membership in a sealed envelope, to be opened and counted at the meeting, provided each member is given or sent a copy or proposed amendments of minimum of ten (10) days prior to the meeting such amendments are to be voted upon (counted).

BY-LAWS OF THE NORTH GEORGIA AMATEUR UMPIRE ASSOCIATION

ARTICLE I: RULES OF PROCEDURE

Section 1:

The rules contained in the New Roberts Rules of Order shall govern NGAUA in all cases to which they are applicable for all transaction of business by the Association, or Board of Directors, not specifically covered in the NGAUA constitution and By-Laws.

Section 2:

The Contracts (fees and terms) shall be negotiated by the Contracts Committee, under the guidance of the Board of Directors.

Section 3:

Each member shall mail a statement (on a form furnished by NGAUA) listing all games umpired, park, other umpire, date, and total amount earned (cash and unpaid) to NGAUA, no later than the fifth (5th) of each month for timely billing, collection and payment for services.

Section 4:

NGAUA shall issue a check for the amount due each member after deducting the booking fee, any assessments, or other charges due NGAUA, after the money is collected.

ARTICLE II: MEETINGS

Section 1:

the stated meetings of NGAUA shall be:

A. Registration and Training, in January, February, and March as set by the Coordinator, President, Board of Directors or Training Coordinator.
B. Election, on a day in October to be selected by the Board of Directors.
C. Banquet and Installation of newly elected Board of Directors, in November or December of each year.
D. Special Meetings of the Association or Board of Directors' meetings may be called by the President, a majority of the Board of Directors, or one third (1/3) of the membership.

Section 2:

Attendance at all NGAUA meetings in recommended. Any member failing to attend any required meeting, training clinic and/ or test shall be subject to any disciplinary action as may be deemed necessary by the Board of Directors.

ARTICLE III: FEES AND DUES

Section 1:

Each member of NGAUA shall pay:

A. NGAUA membership dues as formulated by the Board of Directors to cover operating expenses.
B. Membership dues to affiliated Associations as applicable.
C. Liability Insurance fee as applicable.
D. A ten percent (10%) agent fee for each game officiated.
E. A late fee for registration at the cut-off date. Exceptions may be made for a transferee with approval by the Board.

Section 2:

All fees and dues shall be paid in full before a game assignment shall be made.

Section 3:

In the event of voluntary termination, suspension, or expulsion of a member, no refund of fees or dues shall be made.

Section 4:

Members of the Board of Directors shall have their NGAUA membership dues waived for performance of their duties.

Section 5:

Any member who accepts an assignment and then later cancels that assignment will be assessed a penalty equal to the agent fee for that assignment.

ARTICLE IV: UNIFORMS

Section 1:

All members shall at all times wear a complete uniform which is in accord with the affiliated Association's official uniform; however, the Coordinator may subscribe a special type uniform such a type of trousers, shorts, shirt, socks, cap, and etc. that all umpires shall wear for a specific game, league or tournament, with the guidance of the Board of Directors.

Section 2:

Any member failing to wear a clean prescribed uniform in its entirely, the correct way, shall be subject to disciplinary action as may be deemed necessary by the Board of Directors.

ARTICLE V: RATING OF MEMBERS

Section 1:

The Coordinator and the Training Coordinator shall be responsible for rating all members based on attendance at training clinics, tests, field mechanics, dress, observations and reports from fellow umpires, and any other criteria formulated by the Board of Directors.

Section 2:

These ratings shall be used for assignment of members to officiate school, league, and tournament games.

Section 3:

Any member shall have the right to appeal his/her rating to the Board of Directors for review.

ARTICLE VI: CONDUCT OF MEMBERS

Section 1:

The conduct of an official while in uniform shall be above reproach. He/she shall maintain a high respect for the profession by refraining from abusive language, consumption of alcoholic beverages, using tobacco on the field, and any other action which would tend to discredit NGAUA and/or the Officiating Profession.

Section 2:

A high standard of ethics shall be maintained by refraining from criticizing, censuring, etc. of fellow umpires in public.

Section 3:

No member shall falsify any information required for or by his/her membership, either when applying or after being accepted in NGAUA.

Section 4:

Any member under suspension by the Board of Directors or who owes money to NGAUA shall not be allowed to vote, be appointed or be elected to office, or in any way participate in the activities of NGAUA until the suspension is removed or the debt is paid.

Section 5:

Any member who plays, coaches, or is associated with a team that plays in a league or tournament under contract with NGAUA shall notify NGAUA's Coordinator of said "conflict of interest."

Section 6:

A member, after accepting an assignment from the Coordinator, shall be contractually responsible to arrive at the park by a reasonable time in advance of game time, in proper uniform, and be on the field at game time to umpire said game, unless given a release by the Coordinator.

Section 7:

No member shall officiate, play, solicit, sponsor, participate, or be engaged in any way with any athletic sports, game, or tournament other than by assignment from the Coordinator-Treasurer except by written approval from approval from the Board of Directors. In all cases of conflict, a member's first responsibility shall be to NGAUA.

ARTICLE VII: DISCIPLINE OF MEMBERS

Section 1:

Any member charged with a violation of any infraction of NGAUA's Policies, Constitution and By-Laws shall have the right to be heard in person or to offer a written statement made in his/her own defense.

Section 2:

Any member failing or refusing to answer charges against them to the Board of Directors shall be considered guilty as charged.

Section 3:

Any member found guilty by the Board of Directors of any infraction of NGAUA's Policies, Constitution and By-Laws or of conduct that would discredit NGAUA shall be subject to a reprimand, assessment, suspension, expulsion or any combination thereof, as may be deemed necessary by the Board of Directors after a scheduled fact finding process.

ARTICLE VIII: ELECTIVE OFFICE QUALIFICATION

Section 1:

Any member of NGAUA who desires to be placed on the ballot for an elective office may submit his/her name and office desired to the Nominating Committee not later than October 1st each year.

Section 2:

Only members in good standing shall be allowed to serve in an appointed position or elective office in NGAUA.

Section 3:

Qualified candidates for elected offices shall be placed on the ballot to be voted upon at the election meeting.

Section 4:

Candidates for office may be nominated from the floor provided the nominee and nominator are members in good standing.

ARTICLE IX: REMOVAL FROM OFFICE

Section 1:

Any member of the Board of Directors may be removed from office as a result of failure to fulfill the duties of said office or as a result of conduct detrimental to the best interests of NGAUA. Said removal must follow the ensuing procedures:

A. A petition stating the charge shall be filed with the Secretary-Treasurer and signed by a majority of the Board of Directors or one-third (1/3) of the membership.
B. Each Board of Directors member shall be notified a minimum of ten (10) days prior to the meeting when the charge(s) will be placed on the meeting agenda.
C. The charged member of the Board of Directors shall be given or sent a written notice of the charge(s) a minimum of ten (10) days before the charge(s) will be placed on the meeting agenda.
D. Any member failing or refusing to answer charges against himself/herself to the Board of Directors shall be considered guilty as charged.
E. The petitioners shall present their case first; said charged member shall be heard second; the vote shall be taken third. Two-thirds (2/3) vote of the voting membership present shall be necessary to remove said member of the Board of Directors from office. Two-thirds (2/3) of the Board of Directors must be present.

ARTICLE X: FINANCIAL REPORT

Section 1:

The Secretary-Treasurer shall prepare a financial report showing the account balance at the beginning of the year, the amount received during the year, the amount paid out, and the account balance at the end of the year or at his/her termination from office, whichever occurs first.

Section 2:

The Board of Directors shall appoint an Audit Committee to audit the Secretary-Treasurer's records and certify on the financial report that the records have been examined and found to be correct and that the account balance is also correct.

Section 3:

The Audit Committee shall consist of at least two (2) members not on the Board of Directors.

Section 4:

Once the Board of Directors accepts the Audit Committee's statement that the financial report is correct, the financial report shall be distributed to the Board of Directors and shall be available for review by NGAUA members in good standing.

ARTICLE XI: ELECTION VOTING PROCEDURES

Section 1:

The President shall appoint at least four (4) tellers (NGAUA members in good standing who are not on the ballet) to distribute ballots on which the members shall cast their vote. After the ballots are collected, two (2) tellers shall count the ballots and give the results to the President, whereupon the two (2) remaining tellers shall then count the ballots and give the results to the President. When the counts agree, the President shall announce the vote results to the assembly.

Section 2: The Nominating Committee shall present three (3) separate ballots for the election of (1) the Officers, (2) the Recording Secretary, and (3) the Board of Directors.

Section 3:

If any office is not filled by a majority of the voting members present on the ballot voted upon, another ballot shall be taken until the office is filled by a majority of the voting members present. Candidates receiving twenty-five percent (25%) or less of the votes shall be dropped from the ballot.

ARTICLE XII: INSURANCE

Section 1:

It is required by NGAUA and each member be covered by an insurance plan for liability as approved by the Board of Directors.