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AMENDED AND RESTATED BY-LAWS
CAPITAL AREA SOCCER REFEREES ASSOCIATION, INC.
(dated February 28, 2009)
ARTICLE I
NAME AND OFFICES
Section 1. Name. The name of the corporation is Capital Area Soccer Referees Association, Inc. (“CASRA”).
Section 2. Principal Office. The principal office of CASRA shall be located in the State of Maryland at the home or workplace of its President, or such permanent principal office as the Board of Directors shall determine. The Board of Directors may change the principal office from one location to another within the State of Maryland by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these Bylaws:
213 Garner Ave., Waldorf, MD Dated: June 1, 2004
2411 Crofton Lane #23, Crofton, MD Dated: June 20, 2007
____________________ Dated: ________, 20__
Section 3. Registered Office. CASRA shall have and continuously maintain in the State of Maryland a registered office and a registered agent whose office is identical with such registered office, as required by the Non-Stock Corporation Act of Maryland. The registered agent of CASRA shall be the Secretary unless otherwise appointed by the Board of Directors. The registered office shall be designated as the business office or home of the registered agent.
ARTICLE II
PURPOSE AND POWERS
Section 1. Purpose. The purpose of CASRA, an independent organization of referees registered with the United States Soccer Federation (USSF) and other organizations as determined by the Board of Directors, shall be to organize, train, supervise and assign referees to provide qualified officials for soccer leagues, tournaments and schools, and to engage in other activities in support of soccer refereeing as determined by the membership of CASRA. In furtherance of these purposes, CASRA shall cooperate with the United States Soccer Federation (USSF) and its affiliates, the American Youth Soccer Association (AYSO), the Maryland Public and Secondary Schools Athletic Association (MPSSAA) and Maryland school and adult leagues.
Section 2. Powers. CASRA shall exercise through its governing body all such powers as may be required in the furtherance of its stated purpose, or purposes, as are not inconsistent with the laws of the State of Maryland.
ARTICLE III
MEMBERSHIP
Section 1. Qualifications; Classes. CASRA shall be open to any referee who is registered with the USSF, NISOA, Maryland ISOA or the National Federation of State High School Associations (a “Registered Referee”). CASRA shall have two classes of membership: Active Member and Associate Member.
Section 2. Active Membership. Active Members of CASRA shall be those referees who meet the following qualifications: (i) they are Registered Referees, Instructors, Assignors or Assessors; and (ii) have officiated at least ten (10) matches in the preceding year. The Secretary shall maintain a list of Active Members. All question concerning active membership shall be handled by the Board of Directors.
Section 3. Associate Membership. The President or three Active Members may recommend an individual for Associate Membership in CASRA in writing to the Board of Directors for approval by a majority vote. Former Active Members may request Associate Membership from the Board of Directors. Annual dues for Associate Members may be set by Board of Directors.
a. Organizations and individuals nominated for Associate Membership shall exhibit a desire to advance the purposes and programs of CASRA. Associate Members shall not have the right to vote.
b. Associate Membership may be terminated in the sole discretion of the Board of Directors. A two-thirds vote of approval shall be required.
Section 4. Non-Discrimination. No person shall, on the ground of race, color, national origin, sex, age, political beliefs, religious creed or sexual orientation and no otherwise qualified handicapped individual shall, solely by reason of his handicap, be excluded from participation in, be denied the benefits of, or be subject to discrimination under any program or activity sponsored or operated by CASRA.
ARTICLE IV
BOARD OF DIRECTORS
Section 1. Board of Directors. The Board of Directors shall have fifteen (15) members: the five annually (5) elected officers of CASRA (President, Executive Vice President, Vice President, Secretary and Treasurer), nine (9) at-large Directors divided into three Classes and the immediate past President as an ex-officio member. Assignors shall not be voting members of the Board of Directors ex officio but shall receive notice of and shall have the right to attend all Board meetings. Directors shall be elected pursuant to Article VI below.
Section 2. Qualifications. Directors shall be Active Members at the time of nomination and at least eighteen (18) years of age.
Section 3. Term of Office. Members of the Board of Directors shall be elected and serve terms as follows:
a. The five (5) elected officers of CASRA shall serve terms as Directors concurrent with their terms as officers of CASRA.
b. The past President shall serve until no longer the immediate past President.
c. The nine (9) at-large Directors shall serve terms of three (3) years each commencing on the first day of January of the year following election, and serve until he or she resigns or is removed or is otherwise disqualified to serve, or his or her successor is elected and qualified, whichever occurs first. The at-large Directors shall be divided into three (3) Classes, the terms of each Class shall expire in staggered years. The membership in and the terms of the first three Classes elected (one, two and three years, respectively) shall be determined by lot.
Section 4. Vacancies. Vacancies on the Board of Directors shall exist on the death, resignation or removal of any Director.
a. Any Director may resign effective upon giving written notice to the President, the Executive Vice President or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if CASRA would then be left without a duly elected Director in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate agency of State of Maryland.
b. Unless otherwise prohibited by the Articles of Incorporation, these Bylaws or provisions of law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall hold office until the expiration of the term of the Director being replaced or until his or her death, resignation or removal from office, whichever occurs sooner.
Section 5. Suspension or Removal. Any Director charged with theft, drug use or moral turpitude shall be suspended from participation as a member of the Board of Directors until legal resolution of the charge has been reached. Any Director may be removed by the Board of Directors whenever, in its sole judgment, the actions of a Director shall threaten serious harm to CASRA, including conviction for theft, drug use or moral turpitude or the Director has failed to attend three consecutive meetings of the Board of Directors without reasonable cause forwarded to the President.
a. The Director subject to removal and all other members of the Board of Directors must be notified in writing by the Secretary at least seven (7) days prior to a meeting at which a proposed removal will be considered.
b. A two-thirds (2/3) vote of the Board of Directors present and voting shall be necessary to remove a Director.
Section 6. Compensation. Directors, as such, shall not receive any compensation for any service rendered to CASRA. However, any Director may be reimbursed for actual expenses incurred in the performance of his duties.
Section 7. Proxy. Each Director is entitled to vote in person at all meetings of the Board of Directors.
Section 8. Quorum. Seven (7) members of the Board of Directors attending in person shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if fewer than seven (7) Directors are present at a meeting, a majority of the Directors present may adjourn the meeting without further notice.
Section 9. Manner of Acting. Each member of the Board of Directors shall have one vote at any regular or special meeting of the Board of Directors. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the action of a majority vote of the Directors present at a meeting shall be the act of the Board of Directors.
Section 10. Officers of the Board of Directors. The President of CASRA shall serve as Chairman of the Board of Directors. The Secretary of CASRA shall serve as Secretary of the Board of Directors.
Section 11. Non-Liability of Directors. The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
Section 12. General Powers. The governing power of CASRA shall be vested in the Board of Directors, the members of which shall possess all the powers and responsibilities conferred upon Directors by law.
Section 13. Specific Powers. The Board of Directors shall have the specific power to:
a. Establish policy for specific cases not provided for elsewhere, but which is deemed necessary by the Board of Directors to carry out the objectives of CASRA.
b. Levy such assessments and set compensation rates as may be necessary to promote and conduct the purposes of CASRA.
c. Exercise for the corporation all powers, duties, and authority vested in or delegated to the corporation.
d. Ratify appointments made by the President of additional officers, agents, and committee members for CASRA.
Section 14. Specific Duties. It shall be the specific duty of the Board of Directors to:
a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof at the annual meeting of CASRA.
b. Supervise all officers, agents, and employees of CASRA, to see that their duties are properly performed.
c. Cause all officers or employees having fiscal responsibility to be bonded, as it may deem appropriate.
d. File such annual reports as may be required by the State Corporation Commission under the laws of the State of Maryland and the Internal Revenue Service under the laws of the United States of America.
ARTICLE V
OFFICERS
Section 1. Officers. The officers of CASRA shall be: a President, an Executive Vice President, a Vice President, a Secretary, and a Treasurer. The Board of Directors may also appoint one or more additional Vice Presidents, an Assistant Secretary, an Assistant Treasurer and other such officers with such titles as may be determined from time to time by the Board of Directors. A person may hold more than one office in CASRA but may not serve concurrently as both President and Vice President or Secretary.
Section 2. Qualifications. Officers shall be Active Members at the time of nomination and at least eighteen (18) years of age.
Section 3. Term of Office. Each CASRA officer shall serve a term of one year commencing on January 1 of the year following election, and serve until he or she resigns or is removed or is otherwise disqualified to serve, or his or her successor is elected and qualified, whichever occurs first. Officers may serve five (5) consecutive terms.
Section 4. Vacancies. A vacancy in any office other than President, arising because of death, resignation, removal or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the Directors, although the remaining Directors may be less than a quorum. A vacancy in the office of President shall be filled by the Executive Vice President. Vacancies occurring in the offices of officers appointed at the discretion of the Board may or may not be filled, as the Board shall determine.
Section 5. Suspension or Removal. Any officer charged with theft, drug use or moral turpitude shall be suspended from acting as an officer until legal resolution of the charge has been reached. Any officer may be removed by the Board of Directors whenever, in its sole judgment, the best interest of CASRA will be served thereby.
a. An officer subject to removal and all other members of the Board of Directors must be notified in writing by the Secretary at least seven (7) days prior to a meeting at which a proposed removal will be considered.
b. A two-thirds (2/3) vote of the Board of Directors present and voting shall be necessary to remove an officer.
Section 6. Resignation. Any officer may resign at any time by giving written notice to the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 7. Duties of Officers. The duties of the officers of CASRA are as follows:
a. President. The President shall serve as chairman of the Board of Directors and shall conduct all regular, special and annual meetings of CASRA and the Board of Directors. The President shall appoint, for confirmation by the Board of Directors, the members of standing, ad hoc, and special committees. The President shall execute the mandates of the Board of Directors. The President shall supervise the employees and independent contractors employed by CASRA. The President shall exercise the general and executive management of CASRA and shall perform the duties usually incident to the office of the president.
b. Executive Vice President. The Executive Vice President shall exercise the powers of the President in his or her absence and shall have such other duties as are assigned by the President or the Board of Directors. The Executive Vice President shall have the authority, in consultation with Board of Directors, to appoint the assignors for CASRA, who shall report to the Executive Vice President.
d. Secretary. The Secretary shall handle all correspondence; record the proceedings of all regular, special and annual meetings of CASRA and the Board of Directors; give notice of meetings and other notices as required by these Bylaws and the laws of Maryland; maintain the files of CASRA; serve as the Registered Agent of CASRA; and in general perform all duties incident to the office of the secretary.
e. Treasurer. The Treasurer shall have charge of the business, administrative affairs, and property of CASRA. The Treasurer shall keep detailed accounts of CASRA in a suitable manner, liquidate all bills against CASRA, collect all debts owed to CASRA, and report in writing the state of finances of CASRA whenever required by the President or by the majority of the Board of Directors. The Treasurer shall have custody of all funds of CASRA. When necessary and proper, the Treasurer shall endorse on behalf of CASRA all negotiable instruments and shall deposit the same to the credit of CASRA in such bank or banks as the Board of Directors may designate. The Treasurer shall sign with the President, the Executive Vice or the Vice President, in the name of CASRA, all contracts and instruments of conveyance and he shall perform all acts incident to the office of treasurer, subject to the control of the Board of Directors. The Treasurer may be required to give a bond for the faithful discharge of his duties in such amount as the Board of Directors may require and CASRA shall pay the premium for such bond.
f. Vice President. The second Vice President shall assist the President and the Executive Vice President.
g. Additional Officers. The President, with the approval of the Board of Directors, may appoint such other additional officers and agents, as may be deemed necessary, who shall perform such duties in the management of CASRA as the Board of Directors may provide. These additional officers and agents do not, by virtue of their offices, assume the rights and privileges of Director of CASRA. Additional officers need not meet the qualifications for membership in CASRA. They may be compensated at rates set by the Board of Directors.
Section 8. Compensation. Officers, as such, shall not receive any compensation for any service rendered to CASRA, except that the Board of Directors may approve compensation for the provision of bookkeeping and tax preparation services by the Treasurer or an Assistant Treasurer. Any officer may be reimbursed for actual expenses incurred in the performance of his duties.
Section 9. Non-Liability of Officers. Officers shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.
ARTICLE VI
ELECTIONS
Section 1. Elections. Elections for the officers and at-large Directors of CASRA shall be held at the annual membership meeting of CASRA every year. Voting may, but need not be, by ballot. In the absence of any opposing candidates, the entire slate may be elected with one vote.
Section 2. Nominations. Candidates for officer and at-large Directors shall be nominated as follows:
a. The President shall appoint and the Board of Directors shall confirm a special Nominating Committee no later than the November 15 of each year
b. The Nominating Committee shall consist of three members of CASRA, two of which must not be current members of the Board of Directors.
c. The Nominating Committee shall nominate a candidate(s) for each office and for the at-large Directorships, providing in particular for the geographical distribution of Directors required by Section 3 of this Article.
d. The Nominating Committee shall examine the qualifications of each nominee and insure that each nominee will conduct himself or herself, if elected, in accordance with the purposes and goals of CASRA. Each nominee must meet the requirements for Active Membership in CASRA.
e. After securing the consent of the person(s) nominated, the Committee shall report their nominations to the President no later than December 30 of each year.
f. In the call for the Annual Meeting of CASRA, the Secretary shall notify all members of the candidates for office.
g. At the Annual Meeting of CASRA, nominations may be made from the floor with the consent of the nominee by a minimum of ten (10) Active Members.
Section 3. Geographical Distribution of At-Large Directors. The Nominating Committee shall seek to nominate candidate for at-large Director with regard to a geographical distribution for the whole Board of Directors to include representatives from every county in which CASRA has contracts to provide officiating.
Section 4. Election of Officers. The nominated candidate for an office receiving a majority of the votes of the Active Members for each office shall be declared elected. If no nominee receives a majority of the votes on the first ballot, a second ballot shall be conducted with only the two nominees receiving the greatest votes on the first ballot being considered.
ARTICLE VII
COMMITTEES
Section 1. Appointment. Except as otherwise provided in these Bylaws, the President shall appoint and the Board of Directors shall confirm the appointments to and chairmen of such standing, ad hoc, and special committees as are deemed necessary to advance the work of CASRA.
Section 2. Standing Committees. The standing committees shall include:
a. Rules and Discipline Committee. The Rules and Discipline Committee shall conduct hearings and act upon serious violations of CASRA's policies and Code of Ethics and providing advice to the membership and soccer associations concerning the Laws of the Game. The Rules and Discipline Committee shall exercise such other and further duties as may be designated by the Board of Directors. The Rules and Discipline Committee shall have three (3) members, no more than one (1) of whom may be a member of the Board of Directors and at least one (1) of whom shall be a USSF or NISOA Instructor or Assessor.
b. Training Committee. The Training Committee shall supervise the training activities of CASRA and shall plan and execute training at membership meetings, subject to approval by the USSF State Director of Instruction with respect to USSF classes. The Training Committee shall exercise such other and further duties as may be designated by the Board of Directors. The Training Committee shall have five (5) members, at least one (1) of whom shall be or shall have been a USSF Referee Instructor.
c. Finance Committee. The Finance Committee shall, in its discretion, cause CASRA's books, records, and papers to be reviewed or audited as appropriate and report its findings to the membership and the Board of Directors at the Annual Meeting. The Finance Committee shall exercise such other and further duties as may be designated by the Board of Directors.
Section 3. Ad Hoc and Special Committees. Ad Hoc and/or Special Committees may be formed, as needed, from time to time at the discretion of the Board of Directors or the President to perform such functions as assigned.
a. Unless otherwise designated by the Board of Directors or these Bylaws, Ad Hoc and Special Committees shall have three (3) members, at least one (1) of whom shall not be a member of the Board of Directors.
b. The President shall appoint the chairman of Ad Hoc and Special Committees.
Section 4. Executive Committee. The Board of Directors may appoint an Executive Committee which shall conduct the business of CASRA between regular business meetings of the Board of Directors. Minutes shall be taken of all meetings and actions taken and shall be included in the permanent records of CASRA. Such minutes shall be circulated to all member of the Board of Directors within a reasonable period of time. The Executive Committee may exercise, on an emergency basis, the authority of the Board of Directors except that the Board of Directors may subsequently overrule such Executive Committee actions at its next regularly scheduled business meeting.
a. The members of the Executive Committee are: the President, the Executive Vice President, two at-large Directors and the Treasurer.
b. The President shall be the chairman of the Executive Committee.
c. The Secretary may be requested to attend Executive Committee meetings to take minutes, but is not required to be an ex officio member.
Section 5. Committee Meetings. Committees of CASRA shall meet upon the call of the committee chairmen or at least a majority of the concerned committee membership.
Section 6. Reporting. All committee chairmen shall be prepared to report on the activities, actions, and findings of their committees at each regular business meeting of the Board of Directors. Minutes shall be taken of all meetings and actions taken and shall be included in the permanent records of CASRA by the Secretary.
ARTICLE VIII
MEETINGS
Section 1. Annual Meeting. The Annual Meeting of the Active Membership of CASRA shall be held in January or February of each year, as determined by the Board of Directors. The time and location of the Annual Meeting shall be announced no later than twenty-one (21) days before the meeting. The Active Members shall elect CASRA's Officers and at-large Directors at the Annual Meeting.
Section 2. Regular Board of Directors Meetings. The Board of Directors shall meet at least once during each quarter of the year. Other regular board meetings shall be set by a majority of the Board. The time and location of each regular Board of Directors meeting shall be set by the Board of Directors. The Secretary shall give at three (3) days' notice of all regular meetings of the Board of Directors.
Section 3. Special Meetings Board of Directors. Special meetings of the Board of Directors, as may be required from time to time, may be called by the President or whenever the Secretary is requested to do so by at least three (3) Directors. The President shall set the time and location of all special meetings. At least three (3) days' notice shall be given by the Secretary to all Directors of a special meeting.
Section 4. Notice. Whenever any notice whatever is required to be given by these Bylaws, the Articles of Incorporation, or by law, a waiver thereof in writing, signed by the person entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance by any Director at any meeting shall be deemed a waiver of notice thereof, unless in attending, the Director's sole purpose is to object to the holding of the meeting. Notices of special meetings of the membership or of the Board shall state the purpose(s) for which the meeting is called.
Section 5. Quorum for General Membership Meetings. A minimum of twenty-five (25) Active Members attending a meeting of the general membership (annual or special) properly called shall constitute a quorum for the transaction of business; but if less than such quorum are present at a meeting, a majority of the Active Members present may adjourn the meeting without further notice.
Section 7. Action Without Meeting. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of the Directors or of any committee thereof may be taken without a meeting, if all members of the Board or such committee consent thereto in writing, and the writing or writings are filed with the minutes or proceedings of the Board or such committee.
Section 8. Participation by Conference Telephone or Video. Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board, or such committee, by means of conference telephone, conference video or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.
Section 9. Procedural Rules. All meetings of CASRA shall be conducted in accordance with Roberts Rules of Order.
ARTICLE IX
FINANCE
Section 1. Fees. The Board of Directors may assess and collect such fees and levies as it deems necessary to support the operation of CASRA.
Section 2. Funds. The funds of CASRA shall be deposited in such banks or trust companies as the Board of Directors shall designate, and shall be withdrawn upon the check or order signed as follows: for more than $2000 by at least two officers, as determined by the Board of Directors, except in the case of payments to referees or assignors in the normal course of business and expenses provided for in a budget approved by the Board of Directors..
Section 3. Fiscal Year. The fiscal year of CASRA shall begin on the first day of January and end on the 31st day of December.
Section 4. Books and Records.
a. CASRA shall keep correct and complete books and records of account and shall keep minutes of the annual meeting of the membership and meetings of the Board of Directors and committees having any of the authority of the Board. The books, records, and papers of CASRA shall be kept at the principal or registered office unless in the hands of counsel or accountant or on official business.
b. The books, records, and papers of CASRA shall at all times be subject to inspection by any Active Member of CASRA during reasonable business hours.
Section 5. Financial Statement. The Board of Directors shall cause to be prepared, at least sixty (60) days after the conclusion of the fiscal year, a statement of the physical and financial condition of CASRA for the concluding fiscal year, and a consolidated balance sheet showing the assets and liabilities of CASRA.
Section 6. Authority to Execute. No obligation on the part of CASRA shall be entered upon without the prior approval of the Board of Directors, except as to (i) matters involving less than two hundred and fifty dollars ($250.00); (ii) payment of fees for performance of duties as instructor, assessor, assignor or referee; or (iii) budgeted expenses previously approved by the Board of Directors. All checks and negotiable instruments signed or executed on behalf of CASRA shall be signed or executed as provided above.
Section 8. Expenses. The Treasurer is authorized to pay the reasonable expenses of officers and directors incurred in the normal execution of their duties on behalf of CASRA in accordance with the budget.
ARTICLE X
INDEMNIFICATION
Section 1. Who May Be Indemnified. CASRA shall indemnify each director, officer, or agent against liabilities (including judgments and fines and reasonable attorney's fees, cost, and expenses) incurred by him or her in connection with any actual or threatened action, suit or proceeding, whether civil, criminal, administrative, arbitrative, or investigative (any of which is hereinafter referred to as a "proceeding"), to which he or she may be made a party by reason of his her being or having been a director, officer, or agent of CASRA, except in relation to any proceeding in which he or she has been adjudged liable because of willful misconduct, bad faith, or gross negligence involved in the conduct of his or her office or agency, or in relation to any criminal proceeding in which he or she had reasonable cause to believe his or her conduct was unlawful (any of which behavior is hereinafter referred to as "misfeasance"); provided, however, that even if he or she is guilty of misfeasance he or she shall be entitled to such indemnification as shall be finally ordered by a court.
Section 2. Misfeasance. In the event of the disposition of any proceeding in which no determination or misfeasance has been made, such indemnity shall be conditioned upon a prior determination that the director, officer, or agent acted in good faith and without misfeasance, and that such payments or obligations are reasonable. Such determination shall be made by:
a. the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding, or
b. independent legal counsel in a written opinion, if such a quorum is not obtainable, or, even if obtainable, if a majority of disinterested directors so directs.
Directors eligible to make any such determination or to refer any such determination to independent legal counsel must act with reasonable promptness when indemnification is sought by any director, officer, or agent. If the determination is to be made by the Board of Directors, it shall rely, as to all questions of law, on the advice of independent counsel.
Section 3. Application. Expenses incurred in defending any proceeding may be paid by CASRA in advance of the final disposition of such proceeding, if authorized in the manner set forth in the preceding section, upon receipt or an undertaking by or on behalf of the director, officer, or agent to repay such amount unless it shall ultimately be determined that he or she is entitled to indemnification. Every reference herein to director, officer, or agent shall include every director, officer, or agent or former director, officer, or agent of CASRA and, in all such cases, the heirs, executors, and administrators of such officer, director, or agent. The right of indemnification hereby provided shall not be exclusive of any other right to which any director, officer, or agent may be entitled. It is the intent of this Article that indemnification to the full extent allowed by the laws of Maryland be available at the discretion of the Board of Directors.
ARTICLE XI
AMENDMENTS
The Articles of Incorporation and Bylaws may be amended, repealed, or suspended in whole or in part, by a three-fifths vote of the votes eligible to be cast by the Active Members present and in good standing at any duly authorized general membership meeting. Proposals for amendment or repeal of the Articles of Incorporation or the Bylaws must be made in writing and submitted to the Secretary so as to allow at least twenty-one (21) days notice to all members prior to consideration of such proposals at any meeting.
ARTICLE XII
MISCELLANEOUS
Section 1. Policy and Procedures. The Board of Directors shall adopt such policies and procedures for referees as are deemed necessary or advisable for carrying out the purposes of CASRA.
Section 2. Construction. In the event of a conflict between the Articles of Incorporation and these Bylaws, the Articles of Incorporation shall control. In the event of a conflict between these Bylaws and CASRA's policies and procedures, these Bylaws shall control.
Section 3. Dissolution. CASRA may be dissolved at any time by the written consent of no less than two-thirds of the Board of Directors and a two-thirds vote of the Active Members present at any duly authorized general membership meeting. A proposal for dissolution of the Corporation must be made in writing and submitted to the Secretary so as to allow at least twenty-one (21) days notice to all members prior to consideration of such proposal at the general membership meeting.
Section 4. Effective Date. These Bylaws shall become effective February 28, 2009. At that time, all previous Bylaws and Constitutions are repealed.