Association Bylaws

BYLAWS OF

GOPHER STATE OFFICIALS NONPROFIT

ARTICLE I – NAME

The name of this unincorporated Association is Gopher State Officials Nonprofit.

ARTICLE II – PURPOSE

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes as specified in Section 501(C)(3) of the Internal Revenue code, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(C)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


The purpose for which said Association is formed is to develop and administrate qualified sports officials for the benefit of the general public.


ARTICLE III – EXEMPTION REQUIREMENTS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in the purpose clause hereof.

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.

3. Notwithstanding any other provisions of this document, the organization shall not carry on any other activities not permitted to be carried on by organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code or corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or corresponding section of any future tax code.

ARTICLE IV – POWERS

The powers of the Association shall be as follows:

a. To promulgate rules, regulation and standards governing the rights and obligations of its members.

b. To encourage and promote use of its members in athletic contests.

c. To engage in such fund-raising activities as are necessary to meet the operating expenses of the Association.

d. To carry-on all other business not specifically herein above-mentioned and not inconsistent with law in furtherance of the above stated purposes of this Association.

ARTICLE V – DURATION

The duration of this unincorporated Association shall be perpetual.

ARTICLE VI – MEMBERSHIP CLASSES

a. CLASSES – Membership in the Association shall be of three classes, Regular, Associate, and Reserve.

b. INDEPENDENT CONTRACTORS – All members of all three classes shall be independent contractors when they accept and work assignments from Gopher State Officials Nonprofit. Each member shall sign the Association’s Independent Contractor agreement before working games for the Association.

c. ASSOCIATE MEMBER – Admission to the Association as an Associate Member shall be eligible to any official who pays the annual Association dues in one or more of the sports for which Gopher assigns games, and by accepting and officiating games on behalf of Gopher State Officials.

i. New officials wishing to become members of Gopher State Officials shall enter into Gopher State as Associate members. New officials wishing to become a member of Gopher State Officials Nonprofit should apply to the Secretary or Assigning Secretary of the sport that they wish to work. The Assigning Secretary can use him/her as he/she sees fit.

ii. Officials who have not yet become Regular members shall also be categorized as Associate members.

d. REGULAR MEMBER – Admission to the Association as a Regular member may be obtained by satisfying the following requirements:

i. a minimum of two years as an Associate member (or with requisite experience officiating in another Association in Minnesota or elsewhere);

ii. registration in at least one sport (football, basketball, baseball, softball) with the MSHSL;

iii. successfully passing the annual examination for at least one sport in which the member is registered;

iv. payment of the annual Association dues in at least one sport that satisfies parts ii and iii above.

e. PROMOTION FROM ASSOCIATE TO REGULAR MEMBER – At least once per year, or specifically at each Board meeting preceding the annual meeting of Regular members if not done before, the Board shall consider Associate members for elevation to the status of Regular member.

f. RESERVE MEMBER – A member of the Association may be a Reserve member if, after service as a Regular member, they have given up their active membership in the association due to any of the following:

i. retirement from officiating;

ii. promotion to active officiating in college or professional sports that precludes their active participation in the Association;

iii. temporary suspension of officiating due to career, family, medical issues, or the like;

iv. working a small number of games but are essentially “inactive” in terms of their overall involvement/participation with the association and officiating; or

v. other circumstances that prevent the member from being an active member in the Association.

g. LIMITATION OF NUMBER OF MEMBERS – The number of members in the Association at each level is not limited. However, the Board of Directors shall approve all Regular members by majority vote.

h. DUES – All dues must be paid for the sport being worked by the date, stated in an e-mail. If dues are not paid by the assigned date, a $15 penalty will be assessed. An additional $15 penalty will be assessed if dues are not paid by the second assigned date. Members may also pay for all the sports they work the first time they send in their dues.

i. RIGHTS OF MEMBERSRegular members shall have the right to a share of any and all games obtained by the Association through any of its agents as determined by his competence and experience etc. If any member shall dispute any matter regarding assignments of games he may appeal to the Board of Directors where a majority vote shall settle the dispute.

1. Regular members shall vote at those elections specifically called for by these By-Laws and all other matters and powers shall be delegated to the Board of Directors.

2. Regular members may be censured, punished or expelled only by a 2/3 vote of all of the Board of Directors and only after a reasonable notice and an opportunity for a hearing before the Board. Any board member not present at the meeting when the vote is taken shall be polled by telephone.

Associate members may be censured, punished or expelled only by a majority vote of the Board of Directors at any Board meeting at which a quorum is present.

j. CODE OF CONDUCT AND DISCIPLINE – Any member , regular or associate, whose conduct shall be deemed to endanger the welfare, harmony, or good reputation of Gopher State Officials Nonprofit may be warned, suspended, or expelled by written notification of the Board.

i. After receiving a complaint regarding a member, the Board shall provide the offending member 7 days advance written notice of a special Board Meeting to hear the complaint. The offending member shall have the opportunity to be heard in his/her own defense and after the hearing the Board may warn, suspend or expel the offending member.

k. CHANGE OF SALARIES AND DUES – The Board of Directors by a majority vote may change the salary of any or all assignors at any Board meeting and may change the dues of the members at any Board meeting.

l. MEETINGS – All Regular members will be sent a notice by e-mail of a mandatory meeting held in August before our Football meeting. Membership meetings are also scheduled prior to the beginning of each athletic season. Meetings are mandatory for all members and applicants.

1. The Association Secretary shall give reasonable notice of all membership meetings to all members.

2. The President and Assignment Secretary for each sport shall conduct meetings.

3. The Regular members shall vote only on those matters specifically stated in these By-Laws – All other matters shall be handled by the Board of Directors as stated in Article VI.

ARTICLE VII – BOARD OF DIRECTORS

The Board of Directors shall consist of seven members elected by the Regular members of the Association, The President, the Secretary/Treasurer and the Legal Counsel for a total of 10 votes.

Each Board member shall have a term of three years with two Board members elected every year. The present Board is:

Greg Swan

Rick DeGardner

Eric Gray

Tim Litfin

George Winn

Steve Makowske

Clark Worthington

Sixty days prior to the General Membership meeting, the President shall appoint a Board Selection Committee consisting of two Board members who shall receive applications from Regular members who wish to run for a Board position.

The Board shall have all powers stated in Article III, except the right of the general membership to vote on those specific matters stated in these By-Laws.

The President, who shall be Chairman of the Board, shall call all board meetings. He/She and the Association Secretary/Treasurer and the Legal Counsel shall have one vote each on all Board votes in addition to the vote of each elected Board member for a maximum possible vote of ten.

If there is no existing member qualified to take over the Legal Counsel position, the Board will fill the vacant Board spot with a member.

ARTICLE VIII– OFFICERS

a. President – shall be elected by the Board to a term of four (4) years. He/She shall be paid the sum of $599.00 per year for expenses. He/She shall be the chief executive of the association, charged with the duty of supervising all of its function, subject to the orders of the Board of Directors. He/She shall be the Chairman of the Board of Directors and he/she shall be ex-offico, a member of all committees. He/she may be recalled from office by a ¾ vote of the board, not including himself. The President shall begin his/her term on August 15.

b. Association Secretary/Treasurer – shall be appointed by the Board for a term of 4 years. He/She shall be paid a reasonable sum determined by the Board. He/She shall assist the President and shall replace the President if the latter should resign, or be recalled, in which case his/her term shall be the uncompleted portion of President’s four (4) year term. The Board may recall him/her at any time.

c. Legal Counsel – shall be appointed by the President and shall be paid a sum of his/her annual dues. The Board may recall him/her at any time.

d. Individual Sport Coordinator

(a) There shall be a coordinator for the sports of baseball/softball, football, and basketball and he/she shall be elected by the Board, and each candidate shall himself/herself be a Regular member.

(b) Term - each shall have a term of one (1) year.

(c) Pay – Each shall receive an amount to be determined by the Board.

(d) Recall – each coordinator may be recalled by a ¾ vote of the board, not including him.

ARTICLE IX – AMENDMENT, REVISION OR ADDITION TO EXISTING BY-LAWS

The Board of Directors shall propose and draft amendments, revisions or additions to the existing by-laws. They should be approved at the yearly fall General Membership meeting by a majority vote of the Regular members present.

a. Amendment, Revision – Any specific By-Law or By-Laws can be amended or revised at any regular or special meeting by a majority vote of the Regular members present.

In the alternative, the Board by a 2/3 vote may repeal or amend the By-laws at any regular or special board Meeting. Amendments adopted by the Board shall be announced at the next regular meeting of the membership.

As adopted as of July 28, 2021.