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 MEMBERS –

1. Regular 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.

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 assigners 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

a. The Board of Directors shall consist of eleven members. Eight members shall be appointed by the Board of Directors (At Large Member) through the application process set out below, and three members elected by each of the sports-specific officials at their annual meeting (Baseball/Softball Member, Basketball Member, Football Member).

1. All members of the Board shall be either an At Large Member or a Sport Specific Member.

b. Any At Large Member or Sport Specific Member may serve concurrently as an Assigner in one or more sports. Service as an Assigner does not restrict a Board member’s other rights as a Board member (voting, reappointment, etc.)

c. The Board of Directors shall have three officers: the President, the Secretary, and the Treasurer. The officers shall be appointed by a simple majority vote of the Board, and shall be selected from the members of the Board. Their duties are set out in the next section.

1. Any At Large Member or Sport Specific Member may serve concurrently as an officer.

2. Service as an Assigner shall not preclude a Member from serving concurrently as an officer.

d. Any Regular or Reserve member of the Association is eligible for service on the Board of Directors.

e. Each Member of the Board shall have a term of three years.

1. The terms for members elected at Sport Specific annual meetings shall begin on the first day of the month following their election.

2. The terms for members appointed by the Board of Directors shall begin on the first day of the month following their appointment.

f. Elections

1. After initially electing a representative to fill these positions at the next sport specific meeting following adoption of these bylaws, the election of sport specific Board Members shall rotate as follows:

A. Year 1 (2022, 2025, 2028, etc.): One member at the Football Meeting (Football Member).

B. Year 2 (2023, 2026, 2029, etc.): One member at the Basketball meeting (Basketball Member).

C. Year 3 (2024, 2027, 2030, etc.): One member at the Baseball/Softball meeting (Baseball/Softball Member).

2. When a Sport Specific Board election is upcoming, at least 60 days before the sport’s annual meeting, the President shall appoint a Board Selection Committee consisting of two Board members whose terms do not expire in the following year. The Board Selection Committee shall notify all Regular and Reserve members of the upcoming election and solicit nominations or applications at least 30 days before the sport’s annual meeting. The Board Selection Committee shall publish the names of the membership seeking positions on the Board in an email update to the Regular and Reserve members at least 14 days prior to the sport’s annual meeting.

3. Regular and Reserve members may also nominate Board candidates from the floor of the sport’s annual meeting.

A. A member elected through nomination from the floor of the sport specific meeting shall be subject to section L below and shall be required to attest to their commitment and submit any required information shortly after the election.

4. The Board Member whose term is expiring may run for reelection, absent good cause for his/her removal from the Board.

5. Members present at the sport specific meeting who are not new to Gopher State that year may vote in the election. There shall be no proxy votes in electing a sport specific board member.

g. Appointments

1. When an appointed Board Member’s term is set to expire, at least 60 days before the Board Meeting prior to the expiration of the Member’s term, the President shall appoint a Board Selection Committee consisting of two Board members whose terms do not expire in the following year. The Board Selection Committee shall notify all Regular and Reserve members of the expiring appointment and solicit nominations or applications at least 30 days before the Board’s meeting where they will appoint the member.

2. The Board Member whose term is expiring may seek reappointment, absent good cause for his/her removal from the Board.

3. An At Large board member shall be appointed by a majority vote of those board members present at the meeting, with the abstention of the board member up for reappointment if they are among those being voted on.

h. The Board shall meet at least bimonthly and as otherwise necessary to conduct the business of the Association.

1. A quorum shall be achieved if greater than 50% of the Board members attend a meeting.

A. i.e., if there are 11 members, six must attend a meeting for a quorum to be reached. If there are 10 members, six members would achieve a quorum.

i. Vacancies that occur on the Board of Directors shall be filled by 2/3 vote of the remaining Board of Directors. Members serving in temporary appointments as sport specific Board Members will be put to vote before the appropriate membership at the next appropriate meeting.

1. i.e., a vacancy in the Basketball Member role would be filled by the Board and then replaced at the next Basketball meeting, etc.

j. There shall be no limits on terms or roles for any of the Board members, whether terms are served consecutive or otherwise.

k. All Board Members shall be paid an annual sum of his/her sports season dues.

l. Qualifications: To be eligible to serve on the Board of Directors by appointment or through election, a member shall:

1. Be in good standing with the Association, including not being in arrears on their annual dues;

2. Have been a member of the Association for a minimum of three years;

3. Be an active official for Gopher State;

A. An “active official” means the official is actively working as a Varsity official with Gopher State in at least one sport in the school year in which the election takes place. If the member is seeking a sport-specific board position, they must be actively working as a Varsity official in that sport.

B. This qualification only applies to initial applicants.

4. Be able to commit to attending Gopher State Board Meetings, all sport specific meetings, and other meetings as required to conduct the Association’s business;

5. Not be a member of another officiating association that assigns games in the same sports as Gopher State;

6. Be willing to submit to and be able to pass a criminal background check; and,

7. Provide two non-officiating references and two officiating references to the Board Selection Committee.

ARTICLE VIII– OFFICERS

a. President – shall be appointed by the Board of Directors to a term of three (3) years. He/She shall be paid a sum to be determined by the Board.

1. Duties of the President are:

A. Be the chief executive of the association, charged with the duty of supervising all of its functions, subject to the approval of the Board of Directors;

B. Be the Chairman of the Board of Directors;

C. Call all Board meetings;

D. Prepare an agenda for all Board meetings;

E. Appoint committees as needed, subject to approval at a Regular Meeting, and be an ex-officio member of all committees;

F. Other duties assigned by the Board.

2. The President may be recalled from office by a ¾ vote of the Board, not including him/herself. The President shall begin his/her term on July 1.

b. Secretary – shall be appointed by the Board of Directors to a term of three (3) years. He/She shall be paid a sum to be determined by the Board.

1. The duties of the Secretary are:

A. Keep or cause to keep minutes of all meetings, which shall be an accurate record of all business transactions.

B. Keep an accurate roster of Membership.

C. Preside over meetings in the absence of the President;

D. Oversee and ensure all pertinent communications are sent to the Association’s membership.

2. The Secretary may be recalled from office by a ¾ vote of the Board, not including him/herself. The Secretary shall begin his/her term on July 1.

c. Treasurer – shall be appointed by the Board of Directors to a term of three (3) years. He/She shall be paid a sum to be determined by the Board.

1. He/She shall:

A. Keep or cause to be kept an accurate record of all business transactions.

B. Be responsible for the collection of all member dues and/or assessments.

C. Report on the financial conditions of the Association at meetings of the Board of Directors and at other times when called upon by the President.

D. Receive all Association funds, keep them in a bank selected by the Board, and make all disbursements.

2. The Treasurer may be recalled from office by a ¾ vote of the Board, not including him/herself. The Treasurer shall begin his/her term on July 1.

d. There shall be no limits on terms or roles for any of the Officers, whether terms are served consecutive or otherwise.

ARTICLE IX – ASSIGNMENT SECRETARIES

(a) Each sport (football, basketball, and baseball/softball) shall have an assignment secretary (“Assigner”). The Assigner will be appointed by the Board of Directors.

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

(c) Absent appointment or election to the Board of Directors, Assignment Secretaries are not members of the Board of Directors, and thus do not have voting rights on Board issues.

(d) If an Assigner is hired who is not a current Board member at the time of their appointment as Assigner, they shall attend all Board meetings during the season of the sport they assign, including any meetings in the three months prior to the start of that sport’s season and the meeting after that sport’s state tournament.

a. Appointment as an Assigner is subject to the Assigner qualifications and contract set forth in other sections of the bylaws.

(e) Each assigner shall receive an annual stipend in an amount to be determined by the Board. The Board of Directors may change the salary of any or all assigners at any Board meeting by a majority vote.

(f) Recall – each assigner may be recalled during the season by a ¾ Board vote, not including them.

ARTICLE X – CLINICIANS

(a) Clinicians will be appointed by the Board, one for each sport, baseball, basketball, football, and softball. Clinicians will oversee rules interpretations and training for the officials in their sport.

(b) Duties:

i. Attend required MSHSL Clinicians meetings.

ii. Be the liaison for rule interpretation in their specific sport between the MSHSL and GSOA officials.

iii. Assist the scheduler in scheduling officials as necessary.

iv. Communicate with MSHSL Regional Coordinators to clarify rule interpretations, procedures, or protocols as necessary.

v. Communicate with the assigner, secretary, and president regarding any issue that might affect the performance of GSOA officials with their member schools.

vi. Communicate with the secretary and assigner to create a list of officials to be recommended to the MSHSL for state tournament selection.

(d) Criteria for appointment:

i. Currently registered MSHSL official

ii. In good standing with the MSHSL

iii. In good standing with GSOA

ARTICLE XI – 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 June 12, 2022.