BYLAWS of NEW JERSEY TRACK AND FIELD OFFICIALS ASSOCIATION, SOUTH JERSEY CHAPTER, A NEW JERSEY NONPROFIT CORPORATION ARTICLE I Offices and Fiscal Year Section 1.01. Registered Office The registered office of the corporation in the State of New Jersey shall be at 54 Vestry Road, Swedesboro NJ 08085, and the name of the corporation is registered agent at such address is Edward Menold, until otherwise established by a vote of a majority of the Executive Committee in office, and a statement of such change is filed in the Department of State; or until changed by an appropriate amendment of the Certificate of Incorporation of the corporation. Section 1.02. Other Offices The corporation may also have offices at such other places within or without the United States of America as the Executive Committee may from time to time appoint or the business of the corporation requires. Section 1.03. Fiscal Year The fiscal year of the corporation shall begin on the first day of July in each year. ARTICLE II Executive Committee Section 2.01. Powers The Executive Committee shall have full power to conduct, manage, and direct the business and affairs of the corporation. Except for powers expressly reserved for members in these bylaws or in the Certificate of Incorporation, all powers of the corporation are hereby granted to and vested in the Executive Committee. Section 2.02. Number; Term of Office The number of members of the Executive Committee shall be eight (8). Such number may be increased or decreased by resolution of the Executive Committee. Each member of the Executive Committee shall serve a term of two years, beginning on July 1 of the year in which he or she was elected. Section 2.03. Qualification and Selection Each member of the Executive Committee shall be a natural person of full age, and shall meet such other qualifications as may be established from time to time by the Executive Committee. The Executive Committee shall be elected by the members of the corporation as follows:
(a) the election shall take place in May every two years; (b) the President, First and Second Vice Presidents, Recording Secretary, Corresponding Secretary, and Treasurer shall be members of the Executive Committee. These Committee Members shall be nominated by a Nomination Committee, consisting of five members appointed by the President. The President and First and Second Vice Presidents shall be elected by the Members. The Recording Secretary, Corresponding Secretary, and Treasurer will be presented to the Members for comment, but not elected; and (c) the immediate past President and the Assignor Coordinator shall be members of the Executive Committee by virtue of their offices. Section 2.04. Organization At every meeting of the Executive Committee, the President, if there be one, or, in the case of a vacancy in the office or absence of the President, one of the following officers present in the order stated: the First Vice President, if there be one, the Second Vice President, if there be one, or a Chairperson chosen by a majority of the Executive Committee Members present, shall preside. And, in the absence of the Recording Secretary, any person appointed by the Chairperson of the meeting, shall act as Recording Secretary. Section 2.05. Resignations Any member of the Executive Committee may resign at any time by giving written notice to the President or the Recording Secretary of the corporation. Such resignation shall take effect at 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 2.06. Vacancies. The Executive Committee may declare vacant the office of a member if he or she is declared of unsound mind by an order of court, or convicted of felony, or for any other proper cause, or if within 60 days after notice of his or her selection, he or she does not accept such office either in writing or by attending a meeting of the Executive Committee. Any vacancy or vacancies in the Executive Committee because of death, resignation, removal in any manner, disqualification, an increase in the number of directors or any other cause, shall be filled by the Executive Committee. Section 2.07. Place of Meeting Meetings of the Executive Committee may be held at such place within or without New Jersey as the Executive Committee may from time to time appoint, or as may be designated in the notice of the meeting. Section 2.08. Regular Meetings. Regular meetings of the Executive Committee shall be held at such time and place as shall be designated from time to time by resolution of the Executive Committee. At such meetings, the Executive Committee shall transact such business as may properly be brought before the meeting. Notice of each such meeting shall be given to each Committee member by telephone or in writing at least 24 hours (in the case of notice by telephone) or five days (in the case of notice by mail or E-mail) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Section 2.09. Special Meetings Special meetings of the Executive Committee shall be 2
held whenever called by the President or by two or more of the Committee Members. Notice of each such meeting shall be given to each Committee Member by telephone or in writing at least 24 hours (in the case of notice by telephone) or five days (in the case of notice by mail or Email) before the time at which the meeting is to be held. Every such notice shall state the time and place of the meeting. Notice of any meeting of the Executive Committee during any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster shall be given only to such of the directors as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication or radio. For such purposes, a quorum of the Executive Committee shall be constituted by three (3) or more Members. Section 2.10. Quorum, Manner of Acting, and Adjournment Except as otherwise provided in Section 2.09 of this Article, and provided that notice shall have been given as provided in Section 2.08 or Section 2.09 of this Article, one-third of the Members (there must be one elected Officer) in office shall be present at each meeting in order to constitute a quorum for the transaction of business. Every Member shall be entitled to one vote. Except as otherwise specified in the Certificate of Incorporation or these bylaws or provided by statute, the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Executive Committee. In the absence of a quorum, a majority of the Members present and voting may adjourn the meeting from time to time until a quorum is present. The directors shall act only as a board and the individual Members shall have no power as such, except that any action which may be taken at a meeting of the Members may be taken without a meeting, if a consent or consents in writing setting forth the action so taken shall be signed by all of the Members in office and shall be filed with the secretary of the Corporation. Section 2.11. Interested Executive Committee Members or Officers; Quorum No contract or transaction between the Corporation and one or more of its Members or Officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Members or officers are Members or officers, or have a financial interest, shall be void or voidable solely for such reason, or solely because the director or officer is present at or participates in the meeting of the Executive Committee which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Executive Committee and the board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Members, even though the disinterested directors are less than a quorum; or (b) the contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the Executive Committee. Common or interested Members may be counted in determining the presence of a quorum at a meeting of the Executive Committee which authorizes a contract or transaction specified in this section. ARTICLE III 3
Notice - Waivers - Meetings Section 3.01. Notice, What Constitutes Whenever written notice is required to be given to any person under the provisions of the certificate of incorporation, these bylaws, or the Nonprofit Corporation Act, it may be given to such person, either personally or by sending a copy thereof by first class mail, postage prepaid, or by telegram, charges prepaid, to the address supplied by him or her to the corporation for the purpose of notice. If the notice is sent by mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by law or these bylaws. When a meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting, other than by announcement at the meeting at which such adjournment is taken. Section 3.02. Waivers of Notice Whenever any written notice is required to be given under the provisions of the certificate of incorporation, these bylaws, or the Nonprofit Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened. Section 3.03. Modification of Proposal Contained in Notice. Whenever the language of a proposed resolution is included in a written notice of a meeting, the meeting considering the resolution may without further notice adopt it with such clarifying or other amendments as do not enlarge its original purpose. Section 3.04. Exception to Requirement of Notice Wherever any notice or communication is required to be given to any person under the provisions of the certificate of incorporation or these bylaws, or the Nonprofit Corporation Act, or by the terms of any agreement or other instrument or as a condition precedent to taking any corporate action, and communication with such person is then unlawful, the giving of such notice or communication to such person shall not be required and there shall be no duty to apply for a license or other permission to do so. Section 3.05. Conference Telephone Meetings One or more persons may participate in a meeting of the Executive Committee or of a committee of the board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this section shall constitute presence in person at such meeting. ARTICLE IV 4
Officers Section 4.01. Number, Qualifications and Designation The officers of the Corporation shall be a President, a First Vice President, a Second Vice President, a Corresponding Secretary, a Recording Secretary, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 4.03 of this Article. Any number of offices may be held by the same person. Officers may but need not be directors of the corporation. The President, Vice Presidents, and Secretaries shall be natural persons of full age; the Treasurer may be a Corporation, but if a natural person shall be of full age. Section 4.02. Election and Term of Office The officers of the corporation, except those elected by delegated authority pursuant to Section 4.03 of this Article, shall be elected annually by the Executive Committee, and each such officer shall hold office until the next annual organization meeting of directors and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation, or removal. Section 4.03. Subordinate Officers, Committees and Agents. The Executive Committee may from time to time elect such other officers and appoint such committees, employees or other agents as the business of the corporation may require, including one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws, or as the Executive Committee may from time to time determine. The Executive Committee may delegate to any officer or committee the power to elect subordinate officers and to retain or appoint employees or other agents, or committees thereof, and to prescribe the authority and duties of such subordinate officers, committees, employees or other agents. Section 4.04. Resignations Any officer or agent may resign at any time by giving written notice to the Executive Committee, or to the President or the Recording Secretary of the Organization. Any such resignation shall take effect at 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 4.05. Removal Any officer, other than the president, and any committee, employee or other agent of the corporation may be removed, either for or without cause, by the Executive Committee or other authority which elected, retained or appointed such officer, committee or other agent whenever in the judgment of such authority the best interests of the corporation will be served thereby. Section 4.06. Vacancies A vacancy in any office because of death, resignation, removal, disqualification, or any other cause, shall be filled by the Executive Committee or by the officer or committee to which the power to fill such office has been delegated pursuant to Section 4.03 of this Article, as the case may be, and if the office is one for which these bylaws prescribe a term, shall be filled for the unexpired portion of the term. Section 4.07. General Powers All officers of the corporation, as between themselves and 5
the corporation, shall respectively have such authority and perform such duties in the management of the property and affairs of the corporation as may be determined by resolutions or orders of the Executive Committee, or, in the absence of controlling provisions in resolutions or orders of the Executive Committee, as may be provided in these bylaws. Section 4.08. The President The President shall be the chief executive officer of the corporation and shall have general supervision over the activities and operations of the corporation, subject, however, to the control of the Executive Committee. The President shall sign, execute, and acknowledge, in the name of the corporation, deeds, mortgages, bonds, contracts or other instruments, authorized by the Executive Committee, except in cases where the signing and execution thereof shall be expressly delegated by the Executive Committee, or by these bylaws, to some other officer or agent of the corporation; and, in general, shall perform all duties incident to the office of President, and such other duties as from time to time may be assigned to him or her by the Executive Committee. Section 4.09. The First and Second Vice Presidents The First and Second Vice Presidents (in descending order) shall perform the duties of the President in his absence and such other duties as may from time to time be assigned to him or her by the Executive Committee or the President. Section 4.10. The Secretaries The Recording and Corresponding Secretaries or an assistant secretary shall attend all meetings of the Executive Committee and shall record all the votes of the Members and the minutes of the meetings of the Executive Committee and of committees of the board in a book or books to be kept for that purpose; shall see that notices are given and records and reports properly kept and filed by the corporation as required by law; shall be the custodian of the seal of the corporation and see that it is affixed to all documents to be executed on behalf of the corporation under its seal; and, in general, shall perform all duties incident to the office of secretary, and such other duties as may from time to time be assigned to him or her by the Executive Committee or the President. Section 4.11. The Treasurer The Treasurer shall oversee the financial affairs, financial record keeping and the custody of the funds or other property of the corporation; shall assure that all funds of the corporation are deposited in such banks or other places of deposit as the Executive Committee may from time to time designate; shall oversee the reporting of the corporation's financial condition, assets, liabilities, receipts and expenditures; and shall discharge such other duties as may from time to time be assigned to him or her by the Executive Committee or the President. Section 4.12. Officers' Bonds No officer shall be required to give a bond for the faithful discharge of his or her duties. ARTICLE V Membership Section 5.01. Membership Committee A Membership Committee, consisting of three 6
members, the First Vice President acting as chair, shall be appointed by the President. Section 5.02. Qualifications for Membership A candidate for membership must produce evidence that he or she has officiated at three dual, triangular, or open meets; one coach, or one official, or one officer of the corporation can attest to his or her competency as an official; he or she has satisfactorily met the following requirements: o enroll and participate in the Cadet Training program, or provide evidence of equivalent training and experience satisfactory to the Executive Committee; o pass the annual written test on Track and Field Rules formulated and administered by the National Federation of State High School Associations; and o pay the costs of training and testing. o Each Southern Chapter member is required to attend a minimum of three (3) Southern Chapter membership meetings between July 1 st and June 30 th of each year (the Chapter Year). Of those three (3) meetings, one (1) must be the Southern Chapter Mandatory Rules Interpretation Meeting (date and location to be determined annually), and two (2) must be additional Southern Chapter General Membership meetings (dates and locations to be determined annually). o A. Mandatory Rules Meeting: A member who may be unable to attend the required Southern Chapter Mandatory Rules Interpretation meeting and who wishes to receive attendance credit by attending an alternate Rules Interpretation meeting must first submit a written request to the Chapter President for preapproval. This written request shall be submitted to the Chapter President no later than 7 days prior to the regularly scheduled Southern Chapter Rules Interpretation meeting which the member is unable to attend - setting forth the reasons for failure to attend said meeting. Notification of absence does not excuse a member from meeting the annual Chapter Attendance requirements. A member shall only receive attendance credit for an alternate meeting upon receipt of advance written approval from the Executive Committee and/or Chapter President. All requests will be determined on a case by case basis. Approval will be granted if, at the sole discretion of the Chapter President and/or the Executive Committee, the member is unable to attend the required Mandatory Meeting for legitimate reasons. Acceptable alternate meetings will consist of any other NJTFOA Chapter Rules Interpretation meeting (dates and locations to be determined annually). Upon attending the alternate Rules Interpretation meeting, members must present written proof of attendance (provided by the other NJTFOA Chapter) to the Southern Chapter Executive Committee within thirty (30) days of the date of that alternate meeting in order to receive attendance credit. o B. General Membership meetings: A member who may be unable to attend the required number of Southern Chapter General Membership meetings and who wishes to receive attendance credit by attending an alternate meeting must first submit a written request to the Chapter President for pre-approval. This written request shall be submitted to the Chapter President within 7 days of the regularly scheduled Southern 7
Chapter meeting which the member is unable to attend - setting forth the reasons for failure to attend said meeting. Notification of absence does not excuse a member from meeting the annual Chapter Attendance requirements. A member shall only receive attendance credit for an alternate meeting upon receipt of advance written approval from the Executive Committee and/or Chapter President. All requests will be determined on a case by case basis. Approval will be granted if, at the sole discretion of the Chapter President and/or the Executive Committee, the member is unable to attend the two required Southern Chapter meetings for legitimate reasons. No more than one (1) such waiver may be granted per member, per Chapter Year. Acceptable alternate meetings will consist of any other NJTFOA Chapter General Membership meeting OR any Southern Chapter Cadet Training class. In the event that permission is granted to attend a Southern Chapter Cadet Training Course class, the member must also make arrangements to attend that class in advance with the Cadet Coordinator. Upon attending the alternate meeting, members must present written proof of attendance to the Southern Chapter Executive Committee within thirty (30) days of the date of that alternate meeting in order to receive attendance credit. o Any individual member who fails to attend the required three (3) meetings per Chapter Year, including the Mandatory Rules Interpretation meeting (or an approved Mandatory Rules Interpretation Meeting of another NJTFOA Chapter), will be suspended from officiating for the entire following Chapter Year. During the year of his/her suspension, the suspended member must attend the Mandatory Rules Interpretation Meeting and two (2) additional meetings as well as meet all other current chapter requirements in order to be reinstated to officiate for subsequent seasons. Section 5.03. Classification of Members Members shall be classified as Cadet, Active, Inactive, or Honorary. The characteristics of these classifications are as follows A Cadet Member is a cadet who is completing the obligations of the cadet program but has not yet officiated the required number of meets and demonstrated competency. An Active Member is one who has completed all requirements under Section 5.02. Active members shall wear the official hat, jacket, and other insignia of the corporation. An Inactive Member is one who is neither a Cadet nor an Active Member, but who wishes to retain membership in the corporation. An Inactive Member is required to pay dues, but is not bound by the attendance requirements. If an Inactive Member wishes to become active, her or she must submit a written request for active status to the Executive Committee, who will determine his or her qualifications for active membership. An Honorary Member is one who has retired from officiating or who has made outstanding contribution to the sport of Track and Field. Honorary membership may only be conferred by a vote of the membership of the Association. Honorary members may not vote at meetings, may not hold office in the Association and shall not be obligated to pay dues. A Member Not In Good Standing (MNGS) has been removed from the active rolls for officiating assignments due to their failure to pay dues, assessments, or failed to meet the minimum meeting criteria, failed to pass the NFHS annual test, or has had administrative 8
actions taken against them. Member Not In Good Standing are not eligible for service credit nor honors or awards. A Member Not In Good Standing will not receive assignments for the following school calendar year (for example September 1, 2015 through June 30, 2016. The MNGS must attend the required number of meetings, pay dues and take the NFHS annual test to be able to officiate the following year after their period of ineligibility. Bylaw V 5.03 g i A member not in good standing, whose only missed requirement to remain active was the lack of one regular chapter meeting, shall have an opportunity to be reinstated for the Chapter Year s NJSIAA spring track season (April 1-June 30) by attending ALL regularly scheduled chapter meetings during the chapter year for which he/she has been deemed MNGS. This includes attendance at the two fall meetings, the four winter/spring meetings as well as the mandatory rules interpretation meeting. Additionally, he/she must pass the NFHS test, receive the concussion certification, and pay all dues/assessments. Furthermore, the MNGS may not substitute any regular meetings with cadet classes, training session (such as a Starter s class), attendance at another NJTFOA Chapter meeting, nor the last chance rules interpretation NJTFOA meeting in March. Failure to attend either the April or May meeting(s), after reinstatement, will immediately revoke active member status until the end of the Chapter year, June 30. Accomplishing these requirements successfully will grant active membership and also make them eligible for the following chapter year (July 1-June 30). Members of the corporation shall wear the official hat, jacket, or other insignia of and the corporation shall receive annually, a membership card, handbook or rules, and a patch, may officiate with other members of the corporation. And receive such benefits as may be provided by the corporation. Upon completion of ten years of active officiating and retiring, a member shall receive an award from the Association. A member transferring from another district shall be accepted to full membership and be subject to the rules and regulation of this corporation upon receipt of a letter from the Secretary of his/her original district, stating he/she was a member in good standing we he/she requested the transfer. A member who has allowed his/her membership to lapse a year and a day must return to the corporation under the procedure for new members. A member, who has become inactive, must attend the mandatory rules interpretation meeting in order to maintain his/her inactive status. For failure to comply with established authority or regulation of the corporation or for any conduct conclusively established to be contrary to the best interests of the sport of Track and Field, a member may be suspended for not more than one year or may be expelled. Such suspended member shall he the right to appeal to the Executive 9
Committee and be granted a hearing. ARTICLE VI Dues and Assessments Section 6.01 Members shall be required to pay annual dues as established by the Executive Committee and approved by the membership and they shall be paid prior to or at the rules interpretation meeting or March Chapter meeting, whichever is earlier on the calendar. Any dues payments not received at those meetings must be received before the close of business on March 24 of the current calendar year or penalties will be enforced. Any member failing to pay his/her dues as stated above shall be fined $25.00 and shall be ineligible to work any track meets during the period of delinquency. In addition, if dues are not paid by close of business June 30 of the calendar year, they will not be eligible for assignments beginning the next September 1 of the calendar year and be designated a Member Not In Good Standing.. The dues distribution shall be such to cover the cost of expenses of the Association, required fee to the NJSIAA, NJT&FOA mandatory insurance program. Chapter Assignment assessments must be paid no later than close of business June 30 or the official will be designated a Member Not In Good Standing. A $25 penalty must be paid to the Chapter for non-payment of assessments. ARTICLE VII Miscellaneous Section 7.01. Corporate Seal The corporation shall have a corporate seal in the form of a circle containing the name of the corporation, the year of incorporation and such other details as may be approved by the Executive Committee. Section 7.02. Checks All checks, notes, bills of exchange or other orders in writing shall be signed. One (1) of these signatures must be the current Treasurer and one (1) must be the President or Past President of the Chapter or by such person or persons as the Executive Committee may from time to time designate. Section 7.03. Contracts Except as otherwise provided in these bylaws, the Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or to execute or deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances. 10
Section 7.04. Deposits All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Executive Committee may approve or designate, and all such funds shall be withdrawn only upon checks signed as in Section 7.02. Section 7.05. Amendment of Bylaws These bylaws may be amended or repealed, or new bylaws may be adopted, by vote of a majority of the Executive Committee of the corporation in office at any regular or special meeting of the Committee and then approved by a majority of the general membership. Such proposed amendment, repeal or new bylaws, or a summary thereof, shall be set forth in any notice of such meeting, whether regular or special. 11