Bylaws
Table of Contents
ARTICLE I — Name
The name of the Association shall be the “Northern Virginia Football Officials Association, Inc.” (NVFOA).
ARTICLE II — Government
Section 1 – The government of this Association shall be in accordance with the laws of the Commonwealth of Virginia. The members shall qualify as specified in these By-Laws.
Section 2 – There shall be a Board of Directors consisting of thirteen (13) members, composed of the President, Vice-President, Secretary/Treasurer, and ten (10) At-Large Directors, elected by the membership at the Annual meeting in November. The Commissioner will be an ex-officio member of the Board of Directors with no voting privileges. The Board shall meet regularly or when called by the President, shall supervise and conduct the business of the Association, and shall provide planning and direction for the Association.
Section 3 – The officers and directors comprising the Board of Directors shall seek the guidance and direction of the membership and shall communicate regularly via written communication, electronically or verbally to all members, regarding activities of the Board. The Board of Directors shall have final approval in all matters of business except as provided in these By-Laws.
Section 4 – Where a vote or approval by the Board of Directors is required, said vote or approval shall be by a majority vote of those present at a meeting when a quorum is present, unless otherwise specified herein, or otherwise required by law. A quorum shall consist of a majority of the voting members of the Board. Neither board votes nor attendance for purposes of establishing a quorum may be satisfied by proxy.
Section 5 – Board of Directors meetings will be held in person unless the President approves members of the Board of Directors to participate, by means of conference telephone or other similar communications equipment where all persons participating can hear each other at the same time as well as the entirety of the statements made by all participants in the meetings.
Section 6 – Where a vote or approval by the membership is required, said vote or approval shall be by a majority vote of those Regular Members, as defined in Article III, Sections 1 and 2, present at a meeting when a quorum of Regular Members eligible to vote is present, unless otherwise specified herein.
Section 7 – For purposes of these By-Laws, a complete year in the Association will end 31 December each year.
Section 8 – Compensation for specific offices (Commissioner and Secretary/Treasurer) and/or other designated individuals must be approved by the Board of Directors on an annual basis and announced to the membership at the annual meeting.
ARTICLE III — Membership
Membership in this Association shall be divided into five classes as described below.
Section 1 – Regular Members in good standing shall be all persons who have paid their NVFOA dues, have satisfactorily completed the training program, have been voted into membership in accordance with Article IV, who within the previous 12 months, accept, and work Association assigned games, and who are not suspended. Any person holding the office of Commissioner shall be designated as a Regular Member during the term of their office.
Section 2 – Electric Clock Operators (ECOs) in good standing shall be all persons who have paid their NVFOA dues, take and pass any required Electric Clock Operator examination, who within the previous 12 months, accept and work Association assignments as an Electric Clock Operator, who have completed a two (2) year probationary period, and who are not suspended. ECOs shall not have voting rights in the Association during their first two years in the Association, except that they shall have the right to vote on any business pertaining to the Virginia High School League (VHSL).
Section 3 – Members meeting the criteria of Section 1 or the criteria of Section 2 shall hereafter be known as ‘Regular Member(s)’.
Section 4 – A Regular Member becomes an Inactive Member if during the year the Regular Member has not accepted or worked any assignments before the Annual Meeting in November of that year is called to order. Once a Regular Member has become an Inactive Member, he/she shall not have voting rights in the Association and may not hold or run for a position on the NVFOA Board of Directors. An Inactive Member may become a Regular Member by filing a request with the President and/or the Commissioner, and by fulfilling any requirements as determined by the Board of Directors.
Section 5 – Transfer Members are defined as any individual who has: applied to join the NVFOA; paid their NVFOA dues; and a) in the past 12 months been an official in good standing with another state or overseas football officials association, and who is registering with the VHSL for the first time; or b) one who is returning to the VHSL after a break in service of at least one year but no more than five years; or c) is coming to the NVFOA from another VHSL approved football officials association. Substantiating documents from local official’s associations are not acceptable unless verified by the sending state association. Transfer Members shall be afforded the opportunity to be evaluated without requiring an excessive waiting period. A one-year probationary period is the maximum length of time permitted. During this probationary period, the New Member Training Committee will monitor the progress of each Transfer Member.
Transfer Members shall not have voting rights in the Association prior to having been accepted into Regular Membership in accordance with Article IV, Section 4 below except that they shall have the right to vote on any business pertaining to the VHSL.
Section 6 – Members in Training shall be all persons who have: 1) reached eighteen years of age as of July 1 of the current year; 2) paid their NVFOA dues; and 3) are studying the interpretation of the rules and mechanics of officiating under the direction of the New Member Training Committee. Members in Training shall not have voting rights in the Association, except that they shall have the right to vote on any business pertaining to the VHSL.
Section 7 – Regular Members as defined in Article III, Section 1 above, Transfers, and Members in Training may not accept or work VHSL games unless that person fulfills any yearly requirements including, but not limited to: a) registering with the VHSL; b) meeting the VHSL clinic requirement; and c) passing the VHSL sponsored football examination.
Section 8 – Any Regular Member as of the date of the ratification of these By-Laws shall not be affected by any change to the membership requirements.
ARTICLE IV — Advancement of Members in Training and Transfer Members
Section 1 – Members in Training and Transfer Members may be eligible for advancement after completion of the season.
Section 2 – After the completion of the season, the Chairperson of the New Member Training Committee shall identify those Members in Training who have satisfactorily completed their first year of the Training Program. The Chairperson shall present to the Board of Directors recommendations concerning advancement or retention for all first year Members in Training. A first year Member in Training requires a two-thirds (2/3) vote of the Board of Directors to be approved for advancement to a second year of training.
Section 3 – After the completion of the season, the Chairperson of the New Member Training Committee shall identify those Members in Training who have satisfactorily completed the Training Program. The Chairperson shall present to the Board of Directors recommendations concerning retention as a Member in Training or consideration to become a Regular Member. Election of Members in Training to Regular Member status requires a two-thirds (2/3) vote of the Board of Directors. Those Members in Training not advanced to Regular Member status will be retained in the Training Program.
Section 4 – After the completion of the season, the Chairperson of the New Member Training Committee shall identify those Transfer Members who have satisfactorily completed the Training Program. The Chairperson shall present to the Board of Directors recommendations concerning consideration for Transfer Members to become a Regular Member. Election of Transfer Members to Regular Member status requires a two-thirds (2/3) vote of the Board of Directors. If the Transfer Member does not successfully complete his/her probationary period, their status will be changed from Transfer Member to New Member in Training at a level to be determined by the New Member Training Committee Chairperson.
Section 5 – At any time while a Member in Training or Transfer Member, he/she may be dropped from the rolls of the Association based upon the recommendation of the New Member Training Chairperson. A two-thirds (2/3) vote of the Board of Directors is required to approve this action. There shall be no right of appeal regarding any decision to drop a Member in Training or Transfer Member from the rolls of the Association. A Member in Training or Transfer Member dropped from the rolls of the Association may not reapply for membership for at least twelve (12) months.
A Member in Training or Transfer Member who no longer accepts Association assignments for any reason (moves away, ceases to officiate, medical issues, etc.) may be reinstated at their previous level of training, subject to approval by the New Member Training Chairperson and a two-thirds (2/3) vote of the Board of Directors.
Section 6 – A Member in Training or Transfer Member denied advancement in training or selection to become a Regular Member, may, within thirty (30) days of written or electronic notification of such denial, submit an appeal of the decision to the President. The decision to overturn the Board of Directors action must be approved by a two-thirds (2/3) majority vote of the Regular Members present at the next meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
ARTICLE V — Officers
Section 1 – Officers and Their Terms of Office
The Officers of this Association shall be the President, Vice President, Secretary/ Treasurer, and Commissioner. All Officers are elected biennially for a term of two (2) years. Terms for all officers shall commence January 1, after their election.
Section 2 – Eligibility for election as an officer shall be limited to Regular Members who have completed a minimum of four (4) years in the Association as a Regular Member, except for the Commissioner, as provided in these By-Laws.
Section 3 – President
The President will preside at all meetings of the membership and the Board of Directors and perform such duties as customarily pertain to the office or as assigned by the Board of Directors, membership and the By-Laws. In the event of the Secretary/Treasurer not being present at a meeting of the Board of Directors, the President shall appoint a member of the Board of Directors to record the minutes of such meeting. The President shall enforce the provisions of all legally adopted By-Laws. The President shall appoint Chairpersons of all Committees, who shall serve at the President’s pleasure, except for the New Member Training Committee, Regular Member Training Committee and the Association Historian.
After being elected for two (2) consecutive terms, the President shall not run for a position of the Board of Directors (see Article II, Section 2) until one (1) year has passed from the end of their second consecutive term.
Upon the vacancy in the office of the Vice-President, Secretary/Treasurer or an At-Large Director, whether by reason of removal, incapacity or otherwise, the President shall, with the approval of the Board of Directors, appoint an Officer or an At-Large Director or a Regular Member of the association that meets all established criteria for an Officer/At-Large Director of the Association to the vacated office until such time as the Vice-President, Secretary/Treasurer or At-Large Director recovers from their incapacity or the holding of the next regularly scheduled election for that position, whichever occurs first.
Section 4 – Vice-President
The Vice-President shall preside at all meetings of the membership and Board of Directors in the absence of the President and shall assume the Chair of any Committee whose Chair becomes vacant until such time as a new Chairperson is appointed. The Vice President shall perform such duties as may be assigned by the President, Board of Directors, or as provided in the By-Laws. After being elected for two (2) consecutive terms, the Vice President shall not run for an At-Large Director position or for the position of Vice-President until one (1) year has passed from the end of their second term.
Upon the vacancy in the office of the President, whether by reason of removal, incapacity or otherwise, the Vice-President shall assume the duties of President until such time as the President recovers from their incapacity or the holding of the next regularly scheduled election for that position, whichever occurs first.
Section 5 – Secretary/Treasurer
The Secretary/Treasurer shall preside at all meetings of the membership and Board of Directors in the absence of the President and the Vice President. The Secretary/Treasurer shall be responsible for providing notice of and keeping the minutes for all meetings of the Board of Directors and of the membership of the Association. The Secretary/Treasurer shall have charge of, maintain and be the custodian of all books, documents, records and papers as the Board of Directors may determine and shall have custody of the Corporate Seal. This includes ensuring Association documents are expeditiously updated and published.
Further, the Secretary/Treasurer shall have the custody of all the funds and property of the Association, subject to such regulations as may be imposed by the Board of Directors. The Secretary/Treasurer shall be bonded for the faithful performance of all duties, with the cost borne by the Association, in such sum as the Board of Directors may require. The Secretary/Treasurer shall enter regularly on the books of the Association full and accurate accounting for all monies and obligations received and paid or incurred for or on account of the Association and exhibit such books at all reasonable times to any Director or member on application and shall report at each meeting all receipts and disbursements since the previous meeting. At the end of each fiscal year, the Secretary/Treasurer shall submit the financial records to the Financial Review Committee for a review of the Association’s financial records for the fiscal year.
The Secretary/Treasurer shall, in general, perform all the duties incident to that office, and as assigned by the Board of Directors.
Upon their resignation or being succeeded in office for any reason, the Secretary/Treasurer shall, within 30 days, turn over all Association records, correspondence and funds to the successor who shall hold that position until the next regularly scheduled election.
Section 6 – Commissioner
Eligibility for election as Commissioner shall be limited to Regular Members who have completed at least ten (10) years in the Association as a Regular Member.
The Commissioner shall not work as an on-field varsity official for the Association during any term in which said person is Commissioner, except in the case of a manpower shortage of officials. The Commissioner shall advise the President of any such service as an on-field varsity official. The Commissioner must meet all VHSL requirements for that year and shall not work as a playoff official. Election to the position of Commissioner shall preclude that person from simultaneously being elected to and/or holding any other position as an Officer or At-Large Director of this Association.
The Commissioner’s duties are:
- At the direction of the Board of Directors, contact all football organizations and schools which this Association wishes to serve, effect contractual arrangements, subject to approval by the Board of Directors and execution by the President, and assign officials for their contests;
- Maintain a service record of each member embracing: qualifications, officiating activities past and current, and all details relative to each member’s officiating;
- Maintain records of all Association game assignments;
- Maintain a file on all contractual arrangements and correspondence pertaining thereto and shall give a written report of their work at the Annual meeting;
- Responsible for the selection and presentation of awards for and by the Association;
- Assign to scholastic games only officials eligible for the current season under VHSL rules and regulations;
- Direct the activities of the Deputy Commissioner(s), if any;
- Appoint the Chairpersons of the New Member Training Committee, the Regular Member Training Committee and the Association Historian;
- Be responsible for both New Member Training and Regular Member Training;
- Serve on the State Association Executive Board;
- Shall impose suspensions and or fines on Regular Members, Transfer Members, and Members in Training if the individual(s) fail to meet Association standards. Any fine imposed by the Commissioner shall be in accordance with the NVFOA Practices and Policies Manual.
The Commissioner shall have the authority to appoint a Deputy Commissioner (s), if necessary, whose selection shall be subject to the approval of the Board of Directors on an annual basis. The Deputy Commissioner(s) shall perform those duties assigned by the Commissioner.
Any Deputy Commissioner must have completed five (5) years as a Regular Member of the Association. The Deputy Commissioner(s) must also possess sufficient experience and knowledge to perform evaluations of the Association members in their on-field experience.
ARTICLE VI — At-Large Directors
Section 1 – Eligibility for election as an At-Large Director shall be limited to Regular Members, who have completed at least four (4) years in the Association as a Regular Member.
Section 2 – At-Large Directors elected at the Annual Meeting shall serve for a period of two (2) years beginning January 1 after their election.
Section 3 – Eligible members may be elected for up to two (2) full consecutive terms. Any such At-Large Director may not be appointed as an At-Large Director nor shall they be eligible to run for an At-Large Director position until one (1) year has passed from the end of their second consecutive term.
Section 4 – Upon the vacancy of an At-Large Director whether by reason of removal, incapacity or otherwise, the Board of Directors shall appoint a Regular Member of the association, who meets all established criteria for an At-Large Director, to the vacated office until such time as the At-large Director recovers from their incapacity or the holding of the next regularly scheduled election for that position, whichever occurs first.
ARTICLE VII — Removal of Officers or At-Large Directors
Any elected or appointed Officer or At-Large Director of the Association may be removed from office before expiration of their term. Any Regular Member may make a formal written recommendation to any Officer or At-Large Director to remove an Officer or an At-Large Director. The affected Officer/At-Large Director must be notified in writing by the Secretary/Treasurer of a recommendation to remove them from office.
Section 1 – Commissioner
Upon a vacancy in the office of the Commissioner, by reason of removal, incapacity or otherwise, the President shall, with the approval of the Board of Directors, assign the duties of the Commissioner to a Regular Member(s) of the Association until the following November. A special election shall be called by the President for the Annual November meeting for the purpose of conducting an election for Commissioner to complete the current term, unless the office of Commissioner is otherwise regularly scheduled for election at the November Annual meeting. If the regular election for Commissioner was not otherwise scheduled, the newly elected Commissioner at the special election shall take office immediately.
A determination of incapacity or for removal shall be made by a two-thirds (2/3) majority vote of the Board of Directors. The Commissioner may appeal the Board of Directors decision to the membership provided the appeal is submitted to the President no more than thirty (30) days after being notified of the Board’s action. In this case, if no Regular Membership meeting is already scheduled within thirty (30) days of the receipt of the appeal, the President shall call a special meeting of the membership such that the special meeting will occur within thirty (30) days of receiving the appeal. Notice to the membership must be provided at least 7 days prior to the meeting at which the appeal will be heard. The decision to overturn the Board of Directors action being appealed by the Commissioner must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
Section 2 – President
A vacancy in the office of the President may occur because of removal, incapacity or otherwise. A determination of removal or incapacity shall be made by a two-thirds (2/3) majority vote of the Board of Directors.
The President may appeal the Board of Directors decision to the membership provided the appeal is submitted to the Vice President no more than thirty (30) days after being notified of the Board’s action. In this case, if no Regular Membership meeting is already scheduled within thirty (30) days of the receipt of the appeal, the Vice President shall call a special meeting of the membership such that the special meeting will occur within thirty (30) days of receiving the appeal. Notice to the membership must be provided at least 7 days prior to the meeting at which the appeal will be heard. The decision to overturn the Board of Directors action being appealed by the President must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
Section 3 – Vice President
A vacancy in the office of the Vice President may occur because of removal, incapacity or otherwise. A determination of removal or incapacity shall be made by a two-thirds (2/3) majority vote of the Board of Directors.
The Vice President may appeal the Board of Directors decision to the membership provided the appeal is submitted to the President no more than thirty (30) days after being notified of the Board’s action. In this case, if no Regular Membership meeting is already scheduled within thirty (30) days of the receipt of the appeal, the President shall call a special meeting of the membership such that the special meeting will occur within thirty (30) days of receiving the appeal. Notice to the membership must be provided at least seven (7) days prior to the meeting at which the appeal will be heard. The decision to overturn the Board of Directors action being appealed by the Vice-President must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
Section 4 – Secretary/Treasurer
A vacancy in the office of the Secretary/Treasurer may occur because of removal, incapacity or otherwise. A determination of removal or incapacity shall be made by a two-thirds (2/3) majority vote of the Board of Directors.
The Secretary/Treasurer may appeal the Board of Directors decision to the membership provided the appeal is submitted to the President no more than thirty (30) days after being notified of the Board’s action. In this case, if no Regular Membership meeting is already scheduled within thirty (30) days of the receipt of the appeal, the President shall call a special meeting of the membership such that the special meeting will occur within thirty (30) days of receiving the appeal. Notice to the membership must be provided at least 7 days prior to the meeting at which the appeal will be heard. The decision to overturn the Board of Directors action being appealed by the Secretary/Treasurer must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
Section 5 – At-Large Director
A vacancy in the office of an At-Large Director may occur because of removal, incapacity or otherwise. A determination of removal or incapacity shall be made by a two-thirds (2/3) majority vote of the Board of Directors.
The At-Large Director may appeal the Board of Directors decision to the membership provided the appeal is submitted to the President no more than thirty (30) days after being notified of the Board’s action. In this case, if no Regular Membership meeting is already scheduled within thirty (30) days of the receipt of the appeal, the President shall call a special meeting of the membership such that the special meeting will occur within thirty (30) days of receiving the appeal. Notice to the membership must be provided at least 7 days prior to the meeting at which the appeal will be heard. The decision to overturn the Board of Directors action being appealed by the At-Large Director must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal is permitted.
ARTICLE VIII — Discipline of Members
The NVFOA maintains the right to discipline members for infractions of its By-Laws and the Practices and Policies Manual. This may include, but is not limited to, the following matters: late arrivals to, or missed assignments; violation of the Association’s Practices and Policies Manual; inappropriate actions or words towards a coach, spectator, player or another Association member; evidence of a lack of integrity; and working VHSL games without being eligible under VHSL eligibility rules.
Section 1 – The Commissioner has the authority to impose monetary fines for minor infractions in accordance with the NVFOA Practices and Policies Manual. There is no right to appeal monetary fines imposed by the Commissioner. Infractions of a more serious nature may result in the Commissioner suspending a member from officiating any further games during the disciplinary process and shall refer the matter to the Disciplinary Committee.
Section 2 – The Disciplinary Committee as outlined in Article X Section 5 will investigate and adjudicate infractions by Members. Committee disciplinary action can be punitive and/or administrative. The Committee Chairperson shall, upon the Committee’s completion of the investigation, provide the member a letter detailing the findings of the Committee. If the Disciplinary Committee determines discipline is warranted, such discipline will be included in the letter. The letter may be written or by electronic means. A copy of this letter will be forwarded to the Commissioner and to the President. The member shall have the right to appeal the decision to be disciplined. The appeal must be submitted to the President no more than thirty (30) days after being notified of the Committee’s action. The appeal will be heard at the next meeting of the Board of Directors. The decision to overturn the Disciplinary Committee’s action being appealed by the Member must be approved by a two-thirds (2/3) vote of the Board of Directors.
Section 3 – The Member may appeal the Board of Directors decision to the membership provided the appeal is submitted to the President no more than thirty (30) days after being notified of the Board’s action. The appeal will be heard at the next regularly scheduled association meeting. The decision to overturn the Board of Directors action must be approved by a two-thirds (2/3) majority vote of the Regular Members present at this meeting where a quorum is present.
As this decision is determined by the membership, no further appeal may be submitted.
ARTICLE IX — Authority on Parliamentary Procedure
The President shall appoint a member of the Board of Directors as Parliamentarian. Robert’s Rules of Order (current Revision) shall be used as the Parliamentary Guide.
ARTICLE X — Committees
The President shall appoint the Chair of the following standing Committees, except for the New Member Training Committee, the Regular Member Training Committee and the Association Historian.
Members of each Committee shall be appointed by the Chairperson. The term of any member appointed a member of a standing Committee shall be for one (1) year beginning 1 January of the year following their appointment or immediately upon their appointment if such appointment occurs after 1 January. Committee members may be re-appointed on a yearly basis by the Chairperson unless otherwise noted in the By-Laws.
Section 1 – Financial Review Committee
This Committee shall consist of three (3) Regular Members including the Chairperson.
No member of the Financial Review Committee may serve for more than four (4) consecutive years (or portions of years).
The fiscal year for the Association will run from 1 May through 30 April. The Secretary/Treasurer will provide all financial records of the Association to the Committee Chair within 30 days from the end of the fiscal year. The 30-day period may be extended by the Board of Directors. However, no delay shall be granted that would prevent the presentation of the findings to the membership by the Annual meeting.
The Committee shall conduct a review of the Association’s financial records for the fiscal year. The Committee will complete its work within 30 days of submission by the Secretary/Treasurer.
The Committee shall prepare and submit a written report of its findings and recommendations to the Board of Directors not later than 30 days from the date of completion of the review.
The Committee Chair shall formally present its findings and recommendations to the membership at the time specified by the President during August of each year, except when delayed as noted above.
A copy of the Committee’s report shall be made available upon request to any Regular Member of the Association.
Section 2 – Mechanics Committee
This Committee shall consist of at least five (5) Regular Members.
All proposed changes to the Association mechanics shall be submitted to this Committee.
The Committee shall make recommendations to the Board of Directors concerning any proposed changes. Any proposed changes which are accepted by the Board of Directors by a majority vote, shall be submitted to the membership at a regular meeting or a specially called meeting. The accepted changes shall be transmitted to the membership at least seven (7) days prior to said meeting. The membership in attendance at said meeting shall, by majority vote, approve or disapprove the proposed changes.
This Committee shall keep the Mechanics Manual updated and shall provide to the Secretary/Treasurer for publication any revised pages the Committee and the Board of Directors deems necessary.
Section 3 – New Member Training Committee
The Committee Chairperson shall be appointed by the Commissioner. The Committee Chairperson shall appoint at least five (5) Regular Members to the Committee.
It shall conduct the new member training program of the Association. It shall keep written records of each member in its charge. The Chairperson shall present to the Board of Directors recommendations about all Members in Training pursuant to Article IV herein.
Section 4 – Regular Member Training
The Commissioner will appoint the Chairperson of this Committee and provide guidance on subjects to be discussed during Regular Member training.
The Chairperson may appoint as many Regular Members to assist him/her as he/she deems necessary.
Section 5 – Disciplinary Committee
This Committee shall consist of at least seven (7) Regular Members who are not in an Association leadership position. For this purpose, a leadership position is defined as an Officer of the Association, or a member of the Board of Directors.
The Committee will investigate matters of alleged misconduct by an Association member referred to it by the Commissioner, a member of the Board of Directors, or in exceptional circumstances, by the Chairperson, when he has received a written complaint directly from a member and determines disciplinary action may be appropriate.
Section 6 – Recruiting Committee
This Committee shall consist of as many members as the Chairperson deems appropriate.
The Committee is responsible for the recruitment of new members into the Association.
Section 7 – Clinic Committee
This Committee is responsible for presenting pre-season clinics to all VHSL schools. The Committee Chairperson will provide instructors with subjects to be covered during their presentation.
The Commissioner and the Committee Chairperson will coordinate the dates and times for the clinics to be held. The Committee Chairperson will arrange to have as many instructors as are needed to present the subject matter.
Section 8 – Elections Committee
This Committee will be established no less than thirty (30) days prior to the Annual meeting. The Committee will conduct the nomination process, the elections, the tabulation of the votes, and announcement of the results of the election(s) to the general membership.
After an election, the Elections Committee Chairperson (ECC) or a designated Committee member will hand over the ballots completed during the election to the Secretary/Treasurer.
The ECC shall closely coordinate with the Secretary/Treasurer to ensure the election is conducted properly and meets all rules of these By-Laws.
Section 9 – Banquet Committee
The Banquet Committee is charged with the planning and execution of the annual dinner-dance.
Section 10 – Hall of Fame Committee
This Committee shall consist of twelve (12) members. Three (3) Committee members may be Inactive Members with at least fifteen (15) years of service to the NVFOA. Any Regular Members of this Committee shall have been a Regular Member of the Association for a minimum of ten (10) years.
To be considered for induction into the NVFOA Hall of Fame, an individual must meet one of the following requirements: 1) An Inactive Member that has completed a minimum of fifteen (15) years of service and has been inactive for at least five (5) years; 2) An Inactive Member that has completed a minimum of fifteen (15) years of service and becomes deceased within 5-years of becoming an Inactive Member; 3) An Inactive Member that has completed a minimum of thirty-five (35) years of service; or 4) A Regular Member who becomes deceased while a Regular Member.
Nominations can be made by any Inactive or Regular Member who has completed a minimum of 10 years of service in the NVFOA. All nominations shall be submitted to the President by the close of business at the Annual Meeting for individuals to be considered for induction into the NVFOA Hall of Fame at the following Annual Dinner-Dance. The President will provide the Hall of Fame Committee Chairperson all nominations. A maximum of two individuals may be inducted each year.
The nominating individual is responsible for submitting as much information pertaining to the nominee as he/she can possibly provide. This information can be supplemented from the Association records kept by the Commissioner. The Committee Chair will coordinate with the Commissioner to ensure all data provided by the nominating individual is accurate and that no pertinent data was omitted and that the nominee’s service to the NVFOA is fully described in the nomination packet.
A nomination subcommittee shall be appointed by the Chairperson to review the nomination packet(s). This subcommittee will consist of four (4) Committee Members and will review all nomination packets. For a nominee to advance beyond this subcommittee, the nominee must first gain seventy-five percent (75%) approval of the nominating subcommittee. Any nomination packet approved by the nominating subcommittee will be forwarded to the entire Hall of Fame Committee. The full Committee will review the nomination packet(s). For the nominee to be inducted, seventy-five percent (75%) of the full Committee must approve the nomination. If any nominee is not approved for induction, the Hall of Fame Committee Chairperson will advise the President and the nominating individual. If an individual is not selected for induction in two (2) attempts, that nominee shall not be re-considered for five (5) years.
Section 11 – Association Historian
The Commissioner shall appoint a Regular Member to serve as the Association Historian. The duties of the Historian shall include but not be limited to recording all significant activities performed by any member(s) of the Association, any award(s) or certificate(s) presented to the Association or any of its members or any occurrence that is deemed noteworthy to be included in the history of the Association.
The Historian Committee shall consist of as many members as the Historian deems appropriate.
Section 12 – Additional Committees (Non-Standing Committees)
The President may appoint additional Committees as may be required from time to time.
ARTICLE XI — Property and Finances
Section 1 – All funds of the Association shall be deposited in such qualified depository(s) insured by an agency of the U.S. Government as the Board of Directors shall designate.
Section 2 – The funds of the Association may be invested only in obligations insured or issued by the U.S. Government. They may not be loaned to or invested with any Officer, Director, or member of the Association.
Section 3 – All disbursements of funds of the Association shall be made in adherence to all governing contracts and Association obligations by checks signed by any two of the following Officers: President, Vice President, Secretary/Treasurer, and Commissioner.
Section 4 – Tangible personal property of the Association may be transferred or disposed of only as approved by the membership or the Board of Directors.
Section 5 – Use of NVFOA logos is permitted only when a majority of the Association Officers approves such use.
ARTICLE XII — Meeting and Quorum
Section 1 – Regular meetings of this Association shall be as determined by the Board of Directors. However, an annual meeting for the purpose of conducting elections and other business shall be scheduled during the month of November. This meeting shall be known as the Annual Business Meeting or the Annual Meeting.
Section 2 – Special meetings of the Association may be called by the President, by a two-thirds (2/3) majority vote of the Board of Directors or at the written request to the Secretary/Treasurer of at least twenty-five percent (25%) of the voting members.
Section 3 – A quorum for the transaction of business at any regular or specially called meeting is defined as having greater than one-half (1/2) of the voting membership of the Association as verified by the Secretary/Treasurer.
Section 4 – Any Regular, or Specially called, meeting of the association may be held in person or virtually by means of a conference telephone call or other similar communications equipment or software where all persons participating can hear each other at the same time as well as the entirety of the statements made by all participants in the meeting. The decision on whether to hold a meeting in person or as outlined above shall be made by the President in consultation with the Board of Directors.
ARTICLE XIII — Elections
In even-numbered years, elections will be held for the following offices: Commissioner, President, Vice-President, Secretary/Treasurer, and four (4) At-Large Directors. In odd-numbered years, elections will be held for six (6) At-Large Directors.
Section 1 – Voting
Each Regular Member is entitled to one (1) vote either in person or by written proxy.
Section 2 – Tally Sheets and Certification
For all elections, the ballots and tally sheets shall be certified by the ECC or another Elections Committee member if the ECC is not available and given to the Secretary/Treasurer to be held until any and all protests have been finalized. Protests regarding the conduct of any election shall be resolved by the Board of Directors. Such protests must be submitted in writing or electronically to the President within fifteen (15) days of the election that is being protested. The President shall call an emergency special meeting of the Board of Directors to be held within ten (10) days of receipt of the protest to hear and resolve the protest. The Board of Directors must resolve the protest within ten (10) days of the first emergency special meeting that is held to hear the protest. The decision of the Board of Directors is final. The President shall inform the individual that filed the protest of the Board’s decision.
Section 3 – Cumulative Voting
For the purposes of these By-Laws, cumulative voting shall mean the casting, by a voter, of more than one (1) vote for a candidate on any one ballot. Cumulative voting shall not be permitted at any election.
Section 4 – Proxy Voting
All members eligible to vote may vote by proxy. The proxy shall be submitted in writing either on a form provided by the Association or on paper containing the same information required on the Association form. That data includes: the date the proxy is completed; the name of the member voting by proxy; the name of the member to whom the proxy is conferred; the date of the election; the signature of the member voting by proxy; the name of the witness; and the signature of the witness. Proxies submitted without this data shall be deemed invalid.
A proxy may be the original, a facsimile or a copy of an electronic e-mail. All electronically transmitted proxies shall be provided to the ECC no later than 48 hours prior to the election. All proxies must be presented by the ECC to the Secretary/Treasurer for validation and confirmation that a quorum is present. In the event a Regular Member becomes unavailable to attend the Annual Meeting after the 48-hour deadline for proxies, the Regular Member may transfer their proxy to another Regular Member. The Regular Member to which the proxy has been transferred shall present the proxy to the ECC at the Annual Meeting prior to the ECC giving all proxies to the Secretary/Treasurer. Once proxies have been provided to the Secretary/Treasurer and a quorum has been confirmed, it is deemed that the election has begun. Any proxies presented after the election has begun will be deemed invalid and will not be accepted.
At the Annual Business Meeting, valid proxies may be used to establish a quorum.
ARTICLE XIV — Amendments to the By-Laws
Section 1 – These By-Laws may be amended at a meeting (Regular, Business or Special) by a vote of two-thirds (2/3) of the voting membership.
Section 2 – All proposed amendments must be submitted to the President. Proposed amendments must state precisely and in the exact language the change proposed. Such amendments may be submitted in writing, facsimile, or by electronic e-mail. Upon receipt, the President will appoint within seven days a By-Laws Committee Chairperson who will in turn select committee members. The committee will have a minimum of 45 days and a maximum of 60 days to review the proposed amendment to ensure it does not require modification or amendments of other Articles in the By-Laws. The Committee Chairperson will make a recommendation to the President as to the appropriate course of action on the proposed amendment. (i.e., to accept and forward the proposed amendment to the Secretary/Treasurer in accordance with Section 3 below or to return the proposed amendment to the originator for additional clarification).
Section 3 – If the proposed amendment is deemed to not require further clarification, it shall be provided to the Secretary/Treasurer in writing or via electronic mail no less than twenty-two (22) days prior to the meeting at which the proposed amendment shall be voted upon.
Section 4 – The Secretary/Treasurer shall notify all members either in writing or via electronic e-mail of the proposed amendment(s) at least seven (7) days prior to the meeting at which the amendment(s) shall be voted upon.