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The purpose of this organization shall be to provide trained, licensed, and qualified soccer officials for schools and USSF-affiliated institutions requesting soccer officiating services.

ARTICLE III

GENERAL

SECTION ONE: Language

References to the male gender within these bylaws are for simplification and refer to both males and females.

SECTION TWO: Robert’s Rules of Order

Robert’s Rules of Order shall be used in the conduct of all meetings.

ARTICLE IV

MEMBERSHIP

SECTION ONE: Membership

Membership in the YVSRA shall consist of qualified registered officials who have been granted membership. A registered official of the YVSRA is one who has met National (USSF or NISOA) and/or State (WOA) requirements and has been duly certified by the national or state organization accordingly.

SECTION TWO: Membership qualification and standing

To qualify as, or remain as, a member, an individual must pay the annual membership fees, any initial fee on joining, and must at all times have his or her fees, dues and fines paid, not be on probationary status (as determined by the Board of Directors), follow these Bylaws and such rules as may be adopted by the Board of Directors, and comply with the United States Soccer Federation’s (USSF) Code of Ethics. The Board of Directors may terminate any member's membership in the event these conditions are not met. No membership will be terminated without at least ten (10) days written notice from the Board, and a chance for the individual who is proposed to be terminated given the chance to meet with the Board of Directors.

SECTION THREE: Membership fees

The board may establish (and may change from time to time) a fee for individuals desiring to join this organization, and an annual assessment on all members. The board may waive the membership fee to join in any case for good cause shown.

SECTION FOUR: Membership Meetings

a. Annual General and Special Membership Meetings. The YVSRA annual general meeting membership for the election of officers shall be held during the month of January each year on a date and at a place determined by the Board of Directors. Special membership meetings may be called by the President, by three (3) members of the board, or by a petition of ten (10) or more regular members.

b. Notice. Notice of the time and place of the annual meeting of the YVSRA members, and/or any special meeting of the membership, shall be given by delivering personally or by mailing a written or printed notice of the same, at least ten (10) days, and not more than fifty (50) days, prior to the meeting to each member-of-record entitled to vote at such meeting.

c. Quorum for Annual and Special Membership Meetings. Providing notice has been duly given to all members, the members present at any regular or special meetings shall constitute a quorum and business may be legally transacted.

SECTION FIVE: Transfers

Persons transferring from another Association shall be accepted into the regular membership upon the approval of the Board of Directors, provided that the transferring member is a member in good standing within the association he is transferring from, is USSF, NISOA and/or WOA licensed or certified, and

ARTICLE V

BOARD OF DIRECTORS

SECTION ONE: Composition of the Board of Directors

The elected officers shall constitute the Board of Directors of the YVSRA

SECTION TWO: Duties of the Board of Directors

The Board of Directors shall:

a. administer all business of the YVSRA

b. Act on all applications for membership to the YVSRA

c. Approve the slate of nominees secured by the nomination committee

d. Set all meeting dates and see that the membership is properly notified in advance

e. Plan meeting programs or appoint a committee(s) to do so

f. Levy such dues as necessary to meet the operating costs of the YVSRA, subject to the approval of the majority vote of the membership.

g. Settle all disputes which arise between members or involving members of the YVSRA;

h. Insure that the financial records are independently audit every two years;

i. Establish such rules for membership conduct as are necessary for the efficient operation of YVSRA and the accomplishment of the purposes of the YVSRA, including the consideration of grievances of player associations or YVSRA members regarding the . conduct of YVSRA members, enforcement of adopted rules and applicable codes of soccer official conduct, and related disciplinary matters; and

j. Monitor the attendance of all board members at the board meetings.

SECTION TWO: Meetings of the Board of Directors

The Board of Directors shall meet:

a. A minimum of six (6) times per year.

b. At such other times as the President or three (3) members of the Board deem it necessary.

SECTION FOUR: Quorum

Four (4) members of the Board· of directors shall constitute a quorum, provided all members of the Board have been notified within 48 hours of the time and purpose of the meeting.

SECTION FIVE: Decisions of the Board of Directors

A simple majority vote of those present at the Board meeting (provided a quorum is present) shall be necessary to pass any business that is referred to the Board. The President will not vote unless his vote is needed to break a tie.

SECTION SIX: Standing committees

Except as otherwise provided in these Bylaws, the Board may create or dissolve such standing or special committees, or specially appointed positions, it deems appropriate to carry out the purposes of the YVSRA, delegate to them such powers it deems appropriate, and confirm the appointments by the president of their presiding officers and members.

ARTICLE VI

OFFlCERS

The officers of the YVSRA shall be the President, Vice-President, Secretary, Treasurer, and two members at Large, designated as position #1 and position #2. (Following handwritten added and initialed by KN and RL) and position #3.

SECTION TWO: Eligibility for Office

To be eligible to serve as an officer, a person must be a regular member, have been in good standing for one year and at be least eighteen (18) years of age.

SECTION THREE: Terms of office

All officers of the YVSRA are elected positions. The Board of Directors shall hold office for a period of two (2) years. No officer shall hold the same office for more than two (2) full consecutive terms. Election of officers shall be done in the following manner:

a. The President, Secretary, and the Member at Large #1 shall be elected or re-elected on even numbered years. (The following handwritten and added: Also Member at Large position #3, initialed by KN and RL).

b. The Vice-President, the Treasurer, and the Member at Large #2 shall be elected or re-elected on odd numbered years.

SECTION FOUR: Succession of officers

If the office of any Board Member is vacated for any reason prior to the expiration of their term, a regular member appointed the president and approved by the Board of Directors shall assume the office for the unexpired time of the term of the affected position.

SECTION FIVE: Duties of the President

The President shall

a. Preside at all meetings of the YVSRA designated by the Board of Directors

b. Appoint all committees not otherwise designed in these Bylaws.

c. Set the dates for all meeting not provided for in these Bylaws.

d. Serve as chairman of the Board of Directors and chief executive officer of the YVSRA.

e. Act as the official representative of the YVSRA at all meetings with the Washington State Referee's Association or any other organization, including organizations seeking the services of qualified members to officiate soccer matches.

g. Oversee and coordinate the system for assignment by one or more duly certified referee assignors of appropriately qualified members to officiate matches for requesting organizations.

h. Carry out other duties in accordance with resolutions of the Board of Directors.

Unless otherwise restricted by the Board of Directors, the President may appoint one or more assistant officers to assist in the discharge of the President's duties, provided, that any such appointments shall be recorded in writing in the corporate records. Assistant officers shall not be members of the Board of Directors, and may receive such compensation as may be determined by resolution of the Board of Directors.

SECTION SIX: Duties of the Vice President

The Vice President shall:

a. Assume the duties of the president in his absence;

b. Assist the President in the completion of his executive responsibilities;

c. Coordinate instructional clinics and seminars;

d. Establish and maintain a referee assessment and evaluation program; and

e. Perform those duties assigned to him by the President.

SECTION SEVEN: Duties of the Secretary

The Secretary shall:

a. Record and maintain records of all proceedings of the YVSRA and Board of Directors, and provide a periodic summary of the YVSRA'S activities as directed by the Board of Directors;

b. Take care of all correspondence authorized by the Board of Directors or the President (copies of all correspondence shall be kept on file for at least five (5) years);

c. Keep copies of these Bylaws and adopted rules up to date and available at all meetings;

d. Keep a list of new officers and those appointed to special positions each year showing the expiration date of each office and or position;

e. Keep meeting attendance records throughout the year; and

f. In the absence of the President and Vice-President, shall act as presiding officer.

SECTION EIGHT: Duties of the Treasurer

The Treasurer shall:

a. Establish and maintain procedures for the collection and disbursement of all funds belonging to or administered by the YVSRA;

b. Collect all dues, fees, and assessments;

c. Complete payroll for YVSRA members;

d. Present a report of the YVSRA's financial condition at the request of the Board.

SECTION NINE: Duties of the Member at Large #1

The Member at Large position #1 shall:

a. Develop and maintain an active referee recruiting program;

b. Serve as chairman to the apprentice mentoring program; and

c. Assume other administrative duties as assigned by the Board of Directors.

SECTION TEN: Duties of the Member at Large Position #2.

The Member at Large position #2 shall:

a. Shall give notice of all meetings of the YVSRA and. Board of Directors to the members;

b. Coordinate newsletters or publications for the YVSRA when directed by the Board of Directors; and

c. Assume other informational responsibilities as assigned by the Board of Directors.

SECTION ELEVEN: Duties of the Member at Large Position #3

The Member at Large position #3 shall:

a. Act as chairman of a Nominating Committee and present a slate of nominees for elective offices at each annual general membership meeting;

b. Act as chairman of a Grievance Committee at the direction of the President; and

c. Assume other administrative responsibilities as assigned by the Board of Directors.

ARTICLE VII

NOMINATION\S AND ELECTIONS

SECTION ONE: List of Nominations

A list of nominations shall be prepared by the Nominating Committee and presented to the Board of Directors no later than six (6) weeks prior to the annual meeting. After approval by the Board, the list of nominees shall be mailed to all regular members at least thirty (30) days prior to the annual general meeting (AGM).

SECTION THREE: Voting.

Election of officers will be held at the AGM. Voting shall be by secret ballot.

SECTION FOUR. Election results

A simple majority of the votes obtained in completed ballots shall determine the election results.

ARTICLE VIII

INDEMNIF1CATION OF DIRECTORS, OFFlCERS, EMPLOYEES, AND AGENTS

1.1. "Director" means any person who is or was a director of the corporation and any person who, while a director of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan.

1.2. "Corporation" includes any domestic or foreign predecessor entity of the corporation in a merger, consolidation, or other transaction in which the predecessor's existence ceased upon consummation of such transaction.

1.3. “Expenses” include Attorney’s fees.

1.4. "Official capacity" means: (a) when used with respect to a director, the office of director in the corporation, and (b) when used with respect to a Person other than a director as contemplated in subsection 11 of this Article, the elective or appointive office in the corporation held by the officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation, but in each case does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, other enterprise, or employee benefit plan.

1.5. "Party" includes a person who was, is, or is threatened to be, made a named defendant or respondent in a proceeding.

1.6. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding whether civil, criminal, administrative, or investigative.

SECTION TWO. The corporation shall indemnify any person made a party to any proceeding (other than a proceeding referred to in subsection four (4) of this Article) by reason of the fact that he is or was a director against judgments, penalties, fines, settlements and reasonable expenses actually incurred by him in connection with such proceeding If

2.1 He conducted himself in good faith, and (a) in the case of conduct in his own official capacity with the corporation, he reasonably believed his conduct to be in the corporation's best interests, or (b) in all other cases, he reasonably believed his to be at least not opposed to the corporation's best interests; and

2.2 In the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful

SECTION THREE. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, by itself be determinative that the person did not meet the requisite standard of conduct set forth in this subsection.

SECTION FOUR. The corporation shall indemnify any person made a party to any proceeding by or in the .right of the corporation by reason of the fact that he is or was a director against reasonable expenses actually incurred by him in connection with such proceeding if he conducted himself in good faith, and;

4.1 In case of conduct in his official capacity with the corporation, he reasonably believed his conduct to be in its best interests; or

4.2 In all other cases, he reasonably believed his conduct to be at least not opposed to its best interests, provided that no indemnification shall be made pursuant to this subsection in respect of any proceeding in which such person shall have been adjudged to be liable to the corporation.

SECTION FIVE. A director shall not be Indemnified under subsection 2 or 4 of this Article in respect of any proceeding charging improper personal benefit to him whether or not involving action in his official capacity, in which he shall have been adjudged to be liable on the basis that personal benefit was improperly received by him.

SECTION SIX. Unless otherwise limited by the Articles of Incorporation, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding referred to in subsection 2 or 4 of this Article shall be indemnified against reasonable expenses incurred bit him in connection with the proceeding.

SECTION SEVEN. No indemnification under subsection 2 or 4 of this Article shall be made by the corporation unless authorized in this specific case after a determination that indemnification of the director is permissible in the circumstances because he has met the standard of conduct set forth in the applicable subsection. Such determination shall be made:

7.1 By the Board of Directors, by a majority vote of a quorum, consisting of directors not at the time parties to such proceedings; or

7.2 If such quorum cannot be obtained, then by a majority vote of a committee of the Board duly designated to act in the matter by a majority vote of the full Board (in which designated directors who are parties may participate), consisting solely of two or more directors not at the time parties to such proceeding; or

7.3 In a written opinion by legal counsel other than an attorney, or a :firm having associated with it an attorney, who has been retained by or who has performed services within the past three years for the corporation or any party to be indemnified, selected by the Board of Directors or a committee thereof by vote as set forth in 7.1 or 7.2 of this subsection, or if the requisite quorum of the full Board cannot be obtained thereof and such committee cannot be established, by a majority vote of the full Board (in which selection directors who are parties may participate); or

7.4 By the members.

SECTION EIGHT. Authorization of indemnification and determination as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination that indemnification is permissible is made by such legal counsel, authorization of indemnification arid determination as to reasonableness of expenses shall be made In a manner specified in 7.3 of this subsection for the selection of such counsel. Directors who have an interest in the proceedings shall not be able to vote in connection with such proceedings.

SECTION NINE. Reasonable expenses incurred by a director who is party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of such proceeding:

9.1 After a determination, Made in the manner specified by Section 7 of this Article, that the information then known to those making the determination (without undertaking further investigation for purposes thereof) does not establish that indemnification would not be permissible under Section 2 or 4 of this Article; and

9.2 Upon receipt by the corporation of (a) a written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification by the corporation as authorized In this Article; and (b) a written undertaking by or on the behalf of the director to repay such amount if it shall ultimately be determined that he has not met such standard of conduct.

9.3 The undertaking required by 9.2(b) of this subsection shall be in unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make the repayment. Payments under this subsection may be authorized in the manner specified in Section 7 of this Article.

SECTION TEN: No provision for the corporation to indemnify a director who is made a party to a proceeding, whether contained in the Articles of Incorporation, these Bylaws, a resolution of members or directors, an agreement, or otherwise (except as contemplated by Section 12 of this Article), shall be valid unless consistent with this Article, or to the extent that indemnity hereunder is limited by the Articles of Incorporation, consistent therewith. Nothing contained in this Article shall limit the corporation's ability to reimburse expenses incurred by a director in connection with his appearance as a witness in a proceeding at a time when he has not been made a named defendant or respondent in the proceeding.

SECTION ELEVEN: Unless otherwise limited by the Articles of Incorporation:

11.1 An officer of the corporation shall be indemnified as and to the extent provided in Section 6 of this Article for a director;

11.2. The corporation shall provide indemnification, including advances of expenses, to an officer, employee, agent of the corporation, or registered member to the extent that it may indemnify directors pursuant to this Article except that Section 13 of this Article shall not apply to any person other than a director; and

11.3 The corporation, in addition, shall have the power to indemnify an officer who is not a director, as well as employees and agents of this corporation who are not directors, to the Articles of Incorporation, these Bylaws, general or specific action of the Board of Directors, or contract.

Section 12. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, registered member, employee or agent of the corporation or who is or was serving at the request of the corporation as an officer, registered member, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or; employee benefit plan against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article.

SECTION THIRTEEN: Any indemnification of a director in accordance with this Article, including any payment or reimbursement of expenses, shall be reported to the members with the notice of the next member's meeting or prior thereto in a written report containing a brief description of the proceedings involving the director being indemnified and the nature and extent of such indemnification.

ARTICLE IX

AMENDMENTS TO THE BYLAWS

SECTION ONE: General

Amendments must be presented to the Board of Directors for approval before they may be submitted to the YVSRA membership for vote. Amendments proposed by the membership must be presented in writing by petition to the Board of Directors bearing the signatures of ten (10) regular members.

SECTION TWO: Procedure

a. Amendments to these Bylaws may be made by vote of two thirds of the members present at a duly convened annual general meeting or special meeting. Amendment text must be delivered or mailed to all members at least two (2) weeks prior to action on the proposal.

b. Absentee ballots will be available from the Secretary to members in good standing who are unable to attend the meeting. Absentee ballots must be received by the Secretary no later than the opening of the duly convened meeting to be valid.

c. Each vote must be recorded by the Secretary.

SECTION THREE: Effective Date

An amendment approved by the YVSRA shall become effective as soon as the YVSRA vote is recorded.

ATTEST:

(Original signed by Roy LaForge and dated Feb 1, 2001)

Secretary YVSRA

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