CASCADE HOCKEY OFFICIALS ASSOCIATION
BY-LAWS

The name of this corporation shall be the Cascade Hockey Officials Association (“CHOA”), a nonprofit corporation organized under the laws of the State of Washington including, specifically, Chapter 24.03A of the Revised Code of Washington (as it may be amended and revised, the “Nonprofit Act”).

Section 1.2 – Mission Statement

The mission of CHOA is to serve and provide amateur ice hockey officiating to the greater Seattle region. To accomplish that, CHOA will:

Serve members by facilitating and improving a positive environment for ice hockey officials,
Serve clients by fulfilling appropriate requests for ice hockey officials,
Improve ice hockey officiating performance through educational programs and training material,
Advocate opportunities for ice hockey officials through engagement in programs to recruit, retain, and advance ice hockey officials,
Create alliances with additional organizations benefiting from healthy ice hockey officiating programs, and
Enhance the image of ice hockey officials.

Article 2 – Purposes and Responsibility

Section 2.1 – Purposes

The purposes for which CHOA is organized include, but are not limited to, the following:

Furthering the interests of ice hockey officials;
Maintaining the highest standards of amateur ice hockey officiating;
Promoting the welfare of ice hockey, its players, parents, administrators, fans, spectators, the media, and officials;
Encouraging the spirit of fair play and sportsmanship among its players, parents, administrators, fans, spectators, the media, and officials;
Working with organizations and associations connected with ice hockey to further amateur ice hockey and persons involved with amateur ice hockey;
Providing educational programs to advance the skills of ice hockey officials;
Conducting programs encouraging public appreciation for the skill and professional competence of ice hockey officials.

Section 2.2 – Responsibility

The responsibility of CHOA shall be to fulfill requests for ice hockey officials for any amateur ice hockey organization whose coaches and players are registered with and sanctioned by USA Hockey, Inc., or to any amateur ice hockey teams registered to a member of the International Ice Hockey Federation, the American Collegiate Hockey Association, or the Washington State Interscholastic Federation.

It shall also be the responsibility of this Association to fulfill requests for ice hockey officials for any USA Hockey affiliated playoff tournament or championship, or to fulfill requests for ice hockey officials by the Washington State Referee-in-Chief.

Article 3 – Membership in CHOA

Section 3.1 – Membership

Membership shall be restricted to those persons who have met the requirements as determined by the Board of Directors. The requirements are:

Current and timely payment of all outstanding annual dues, fines and penalties under the policies of CHOA;
Certification with USA Hockey as an official and participation in officiating hockey contests within CHOA’s area of operations; and
Maintaining good standing with policies of CHOA.

Any Member having outstanding and unpaid fees or fines shall not qualify as a Member in good standing, nor shall any Member during the pendency of disciplinary action or during any disciplinary period imposed as a result of disciplinary action.

Memberships shall be renewed annually to coincide with USA Hockey season registration. Membership in CHOA does not constitute employment by CHOA.

Members in good standing may, at the conclusion of an annual membership, elect “inactive” status through the non-payment of subsequent annual dues. At the discretion of the Board of Directors, annual membership fees may be waived for a Member or Members (such waiver to be known as “honorary” status).

Section 3.2 – Resignation

Any Member may resign by filing a written resignation with the Secretary or President. The Secretary or President shall present said resignation to the Board of Directors at the first meeting after its receipt. Such resignation shall not relieve the resigning Member of the obligation to pay any fees owed, assessments, or other charges previously accrued and unpaid prior to the receipt of such resignation.

Section 3.3 – Reinstatements

Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by the affirmative vote of a majority of the Board Members, reinstate such former Member to membership upon such terms as the Board of Directors may deem appropriate.

Section 3.4 – Voting Rights – Membership Issues

Only active Members in good standing as of the 30^th day prior to any vote (each, a “Record Date”) on issues requiring the consent of the general membership shall be entitled to one (1) vote at the meeting the vote is taken; provided, that any Member becoming subject to disciplinary action following the Record Date and prior to the meeting at which the vote is taken shall forfeit such right to vote.

Section 3.5 – Membership Fees

CHOA membership fees shall be such amounts as are determined by the Board of Directors for any given year, such amounts to be set no later than September 30^th.

Article 4 – Membership Meetings

Section 4.1 – Annual Meeting

The annual CHOA Member meeting (the “Annual Meeting”) shall be held during the month of April for the purpose of electing officers and directors and for the transaction of any other business which may come before the membership at that meeting.

The Board of Directors shall set the date and time and provide 14-day notice prior to the date of the meeting, together with an agenda of the business to be discussed. The Annual Meeting shall be open to the public.

Section 4.2 – Special Meetings

Special meetings of Members may be called by petition filed with the President and physically and/or digitally signed by ten (10) percent of Members in good standing. Transactions at a special meeting shall be limited to the purposes listed in the call for the special meeting.

Section 4.3 – Quorum

The presence of fifteen (15) percent of Members in good standing at any membership meeting, determined based on the Record Date for such meeting, shall constitute a quorum. A majority vote of such Members where a quorum is present is necessary to make a decision, except where some other number is required by law or these By-laws. Neither proxy voting nor mail-in voting is permitted.

Section 4.4 – Procedures

CHOA meetings shall be conducted in accordance with parliamentary procedures as set forth in Robert’s Rules of Order Newly Revised. By majority vote of those Active Members present, Robert’s Rules of Order may be suspended for all or part of the Annual meeting.

The Secretary of CHOA shall act as Parliamentarian at all meetings.

Section 4.5 – Electronic Meetings

Any membership meeting, regular or special, may be conducted by one or more means of remote communication through which Members not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the Members, pose questions, and make comments.

Article 5 – Board of Directors

Section 5.1 – Composition

The Board of Directors shall consist of nine (9) Members in good standing of CHOA. Each Director shall hold office until his/her/their successor have been elected and certified, or until his/her/their death, resignation, or removal.

The Board of Directors shall consist of the four (4) Officers of CHOA and five (5) At-Large Members. Each Director shall comply with the CHOA Conflict of Interest Policy.

Section 5.2 – Powers and Duties

The property, business, and affairs, if any, of CHOA shall be managed by its Board of Directors, subject to policies, procedures, rules, and regulations of USA Hockey. The Board of Directors may exercise all such powers of CHOA as are set forth herein and as not by law, by the articles of CHOA, or by these By-Laws, or as directed or required to be exercised by its Members.

Section 5.3 – Regular Board Meetings

The Board of Directors shall meet a minimum of ten (10) times per fiscal year. Date, time, and locations shall be available to the membership a minimum of fourteen (14) days prior to each meeting. There shall be no more than two (2) months in between each regular meeting.

All regular meetings of the Board of Directors shall be open to the public. However, the Board of Directors may adjourn into executive session for discussion of an agenda item covering personal action or for the purpose of conducting a hearing on an appeal to a prior action of the Board of Directors. No action may be taken in executive session.

Section 5.4 – Special Board Meetings

Special meetings of the Board of Directors may be held at any time on the call of the President or by a written request to the President from a majority of the Board of Directors. Within fourteen (14) days after receipt of request for a special meeting, the President must provide written notification of the special meeting time and location to the Board of Directors at least seven (7) days prior to the meeting.

Section 5.5 – Attendance at Meetings

All elected directors shall attend at least 75% of all board meetings. Any Director not able to make a meeting must notify the President. When any director has missed his/her/their third (3^rd) meeting having not shown good cause, the Board of Directors must bring up the matter under new business and take appropriate action. Following any Director’s third missed meeting, the Board of Directors may elect to remove such director as provided in Section 5.7.

Section 5.5 – Quorum and Voting

A majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Each Director shall have one (1) vote on issues presented to the Board of Directors. A majority vote of the Board of Directors present will constitute the action of the Board.

Section 5.6 – Term Limits

No member of the Board of Directors who has served four consecutive terms in the At-Large or two consecutive terms in the Officer role shall be eligible for re-election to such At-Large or Officer role until at least one (1) year shall have elapsed. Any Director who has filled a former Director’s unexpired term shall be eligible to serve four (4) or two (2) consecutive terms, as set forth above, in addition to the portion of the unexpired term.

At-Large Directors serve for elected terms of one (1) year. Each Officer serves for an elected term of two (2) years.

Section 5.7 – Resignations and Removals

Any Director may resign from such role at any time by giving written notice to the President or Secretary of CHOA. Such resignation shall take effect at the time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The President or Secretary shall present said resignation to the Board of Directors at the first meeting after its receipt.

Any Director may be removed from the Board of Directors by a majority vote of Members during any membership meeting or by a majority vote of the Board of Directors at any board meeting when the Board determines that it is in the best interests of CHOA.

Section 5.8 – Vacancies

Any vacancy occurring in the Board of Directors shall be filled by a majority vote of the Directors then in office at a regular meeting or a special meeting of the Board of Directors called for that purpose. Each Director so appointed to fill a vacancy shall hold office for the duration of the unexpired term to which appointed.

Section 5.9 – Unanimous Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if each Director entitled to vote with respect to the subject matter of the action executes a consent in the form of a record describing the action to be taken and delivers it to CHOA.

Section 5.10 – Compensation of Directors

Directors shall not receive any direct compensation from CHOA for their service as Directors. This does not preclude any Director from serving CHOA in any other capacity and receiving compensation in that capacity.

Section 5.11 – Electronic Meetings

Any meeting of the Board of Directors may be conducted by one or more means of remote communication through which the Directors not physically present may participate in the meeting substantially concurrently, vote on matters submitted to the Directors, pose questions, and make comments.

Article 6 – Officers

Section 6.1 – Elected Officers

The elected Officers of CHOA shall consist of the President, Vice President, Treasurer, and Secretary, to be elected annually (see section 7.3.1). Each Officer shall hold office until the conclusion of the term to which elected, or until his/her/their death, resignation, or removal.

Section 6.2 – Qualifications for Elected Officers

Only Members of CHOA are eligible to be elected as officers. Officers must maintain good standing for the duration of their term.

Section 6.3 – President

There shall be one (1) President who shall be the Chief Executive Officer of CHOA and shall be responsible for all management functions. The President of CHOA shall have voting rights only to break ties, including during committees, with the exception of any Annual Meeting or special meeting called by the membership, where the President will cast a vote only to break a tie. The President shall have executive authority to see that all orders and resolutions of the Board of Directors are carried into effect, and, subject to the control vested in the Board of Directors, shall administer and be responsible for the overall management of the business affairs of CHOA.

In addition to the responsibilities and privileges set forth in these Bylaws or otherwise by law, the President shall:

Preside at all meetings of CHOA;
Determine questions arising from emergencies not provided for in these Bylaws orPolicies of CHOA until such time as said questions may be acted upon by the Board ofDirectors;
Represent CHOA at meetings as needed by other ice hockey governing bodies;
See that all requirements of these Bylaws and the Policies of CHOA are carried out;
Serve as an ex-officio member on all committees;
Call special meetings of CHOA or its Board as provided in these Bylaws;
Be responsible for coordinating activities with the governing bodies as needed;
Be responsible for all activities of CHOA officials with respect to training, rules, procedures, and conduct;
Be responsible for coordinating activities under section H with USA Hockey through the Washington State Referee-in-Chief; and
Cause to be prepared an annual operating budget.

Section 6.4 – Vice President

There shall be one (1) Vice President who shall:

Perform the duties of the President in the absence of the President or in the event of
the President’s inability or refusal to act;
Chair the Discipline Committee; and
In general, perform all the duties incident to the office of Vice President and other such duties as from time to time may be assigned by the Board of Directors or by the President of CHOA.

Section 6.5 – Treasurer

There shall be one (1) Treasurer who shall:

Receive and be responsible for all funds of and securities owned or held by CHOA, and in connection therewith, keep full and accurate records and accounts for CHOA;
Deposit to the credit of CHOA all money, funds, and securities so received in such bank or other depository as the Board of Directors or an Officer designated by the Board of Directors may from time to time establish;
Disburse or supervise the disbursement of the funds of CHOA as may be properly authorized;
Act as liaison to any entity providing financial services to CHOA;
Be responsible for maintaining CHOA’s federal tax-exempt status and related filings, as well as all state and local reports, registrations, and licenses for the maintenance of CHOA’s corporate existence;
Render to the Board of Directors at each meeting a financial statement;
Render to the Board of Directors at any meeting, when asked, financial and other appropriate records of the condition of CHOA;
Submit at the Annual Meeting reviewed financial statements for the prior fiscal year; and
In general, perform all the duties incident to the office of Treasurer and other such duties as from time to time may be assigned by the Board of Directors or by the President of CHOA.

Treasurers shall not be required to possess qualified financial ability to execute their duties. Treasurers shall be permitted to extend their responsibilities and authority to a Bookkeeper as approved by the Board for accurate financial transactions as further described in Section 7.6.

Section 6.5.1 – Inspection

The books, accounts, and records of CHOA shall be open to inspection by any Member in compliance with the Nonprofit Act.

Section 6.5.2 – Audit

The accounts of CHOA for each fiscal year may be subject to audit by a certified public accountant selected by the Board of Directors, and each audit report shall be provided to the Board of Directors and Members at each Annual Meeting.

Section 6.6 – Secretary

There shall be one (1) Secretary who shall:

Keep the minutes of the meeting of the regular members and of the Board of Directors;
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law to members and to the Board of Directors;
Be custodian of the records and of the seal of CHOA and see that the seal is affixed to all documents of CHOA;
Have charge of membership records of CHOA;
Maintain in good standing CHOA’s “Affiliate Agreement with Governing Bodies”;
Be responsible for registration of CHOA members;
Keep all registrations and memberships;
Certify the Members eligible to vote on any matter properly brought before the membership;
Implement procedures to coordinate registration activities with USA Hockey; and,
In general, perform all duties incident to the office of Secretary, and other such duties as from time to time may be assigned by the Board of Directors or by the President of CHOA.

Secretaries shall be permitted to extend their responsibilities and authority to a Registrar as membership scales to reasonable sizes unmanageable by a single individual. See Section 7.8.

Section 6.7 – Compensation of Officers

Elected Officers shall not receive any direct compensation from CHOA for their services as Officers. This does not preclude any Officer from serving CHOA in any other capacity and receiving compensation in that capacity.

Article 7 – Committees and Designated Roles

Section 7.1 – General

The Board of Directors, by resolution adopted by a majority of the directors in office, may designate and appoint such other committees as are deemed fit. Each committee shall have and exercise such authority of the Board of Directors in the management of CHOA as may be specified in said resolution. However, no such committee shall have the authority of the Board of Directors to amend, alter or repeal the Bylaws; elect, appoint or remove any member of any such committee or any director or officer of CHOA; amend the Articles of Incorporation; adopt a plan of merger or adopt a plan of consolidation with another corporation; authorize the voluntary dissolution of CHOA or revoke proceedings therefor; adopt a plan for the distribution of the assets of CHOA not in the ordinary course of business; or amend, alter or repeal any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by such committee. The designation and appointment of any such committee and the delegation of authority to it shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed by law.

The committees of the Board shall include the Discipline Committee, the Nominating and Elections Committee, and the Development Committee.

Any member of any such committee may be removed by the President of the Board, or the President’s designee, whenever in the President’s judgment the best interests of the Corporation shall be served by such removal.

Section 7.2 – Discipline Committee

The Discipline Committee shall be led by the Vice President, and shall operate in accordance with the procedures set forth in Appendix II. In the absence or unavailability of the Vice President, in the event the Vice President is the subject of disciplinary proceedings, or upon a majority decision of the Board of Directors approving the creation of one or more additional ad hoc discipline committees, the Discipline Committee or such ad hoc discipline committee shall be led by a Director selected by the Board of Directors. The Discipline Committee and any ad hoc discipline committee shall have a minimum of three (3) members.

Following each Annual Meeting at which a Vice President is elected and no later than the next occurring meeting of the Board of Directors, the Vice President shall present a slate of at least two (2) Members in good standing who are not Directors to serve on the Discipline Committee with the Vice President for approval. The Discipline Committee shall continue to serve until new selection is held again after the election of the new Board of Directors.

In cases of a determined conflict of interest of a member of the Discipline Committee (or an ad hoc discipline committee), the Vice President shall name a replacement to such committee for the affected proceedings.

A Member serve on the Discipline Committee for up to two (2) years within any three (3) consecutive years.

Section 7.3 – Nominating and Elections Committee

The Nominating and Elections Committee shall solicit recommendations and provide nominations for Officers and Directors to CHOA’s Board of Directors at the Annual Meeting, and shall work with the Secretary to ensure fair and efficient elections, including through the provision of a system for collecting, tabulating and reporting on the ballots cast in an election.

The Board of Directors shall appoint the Nominating and Elections Committee no later than 60 days prior to the date set for the Annual meeting, which will include one (1) current member of the CHOA Board of Directors as Chairperson, and at least two (2) Members in good standing who are not members of the Board of Directors, for a minimum of three (3) committee members.

A member of the Nominating and Elections Committee may continue to serve indefinitely provided no disciplinary action is levied against them.

The Nominating and Elections Committee shall request nominations from Members (who may self-nominate) for those offices which are vacant or about to expire and allow at least thirty (30) days for suggestions. The Nominating and Elections Committee shall then nominate candidates for the required Officers and Directors of CHOA as provided in these Bylaws and report such nominations to such membership at least thirty (30) days before the Annual Meeting.

Section 7.3.1 – Election Procedure

In even number years, the President and Treasurer positions shall be elected. In odd number years, the Vice President and Secretary positions shall be elected. All At-Large positions shall be elected each year.

Only Members in good standing shall be permitted on the ballot. Proxy ballots shall not be permitted; however, Members in good standing may vote by absentee ballot through the procedures set forth by the Chairman of the Election Committee for such election.

Ballots shall contain predetermined candidates as per nomination solicitation, with additional option for write-in candidates, whom shall be allowed. The Committee shall accept and tally ballots over an inclusive range of fourteen (14) calendar days prior to the annual meeting, and the results announced within seven (7) days of the conclusion of the annual meeting.

In the event of a tie vote for any position, there shall be a run-off election between those tied candidates receiving the most votes in the first balloting. If a tie vote results from the second balloting, a majority vote by the newly elected Board of Directors shall decide upon the winner.

In the event that no one is elected to fill a position, that position will remain vacant until the other Board of Directors are elected, who will then fill the vacancy as defined in Section 5.8.

Elections shall be certified within seven (7) days of the conclusion of the Annual Meeting. Once certified, the newly elected Board of Directors shall assume their responsibilities.

Section 7.3.2 – Electronic Voting

The Nominating and Elections Committee may provide the opportunity for Members in good standing to vote via an electronic record (as defined in the Nonprofit Act), provided that such votes, once cast, may not be changed, and that such system as is provided maintains voter confidentiality.

Section 7.4 – Development Committee

The Development Committee shall develop and implement supports to improve officiating growth and achievement by planning for each year developmental activities and workshops consistent with its purpose (the “Development and Mentorship Program”).

The President shall appoint at the first regular meeting of the Board of Directors following each Annual Meeting one (1) current Director to act as Chairperson, and at least four (4) Members in good standing, to serve as the Development Committee. The Development Committee shall continue to serve until the first regular meeting of the Board of Directors following the subsequent Annual Meeting.

A member of the Development Committee may serve up to five (5) years within any seven (7) consecutive years.

Section 7.4.1 – Development and Mentorship Program

The Development and Mentorship Program will be designed to enhance the development of officials through useful, constructive feedback in the form of continuous follow-up education essential to establishing a strong core of officials. The goals of this program should include, but not be limited, to:

Provide instructional follow-up which reinforces materials presented at USA Hockey seminars;
Improve the overall quality of local officiating;
Develop more consistent officiating standards in terms of rule interpretation and enforcement;
Develop positioning and mechanical techniques;
Target new officials to retain them in the officiating program;
Develop confidence in the new official;
Convey to players, coaches, and parents that new officials are in a learning environment and that efforts are being made to provide quality officiating at all levels of local ice hockey;
Provide opportunity for senior officials to pass on experience and skills to new developing officials; and,
Identify candidates for advanced training and higher-level competition.

Section 7.5 – Special Committee

Other committees may be established at the discretion of the President. The President shall appoint the members of any such committee and the chairperson. Such committees shall continue in existence only as long as necessary to accomplish such goals as the President may designate, not to exceed the duration of the current season to May 31^st. Any such committees shall not have or exercise the authority of the Board of Directors in the management of the Corporation.

Section 7.6 – Bookkeeper

The Treasurer, with the approval of the Board of Directors, shall be permitted to hire any financial intermediary, entity, successor, or replacement thereto granted powers by the Treasurer to maintain financial records for CHOA, and such individual or entity shall be described herein as the “Bookkeeper”.

The Bookkeeper shall be permitted to receive compensation in amounts subject to annual approval by the Board of Directors.

Section 7.7 – Assignor

There shall be a minimum of two (2) Assignors; one dedicated to adult ice hockey games and one dedicated to youth hockey games, who shall:

Receive requests for ice officials to ice hockey games on CHOA’s behalf,
Make all requested games publicly available to eligible Members as soon as reasonably possible,
As possible and after a reasonable period has elapsed since posting any requested game, collect all expressions of interest from eligible Members and equitably assign a minimum of two (2) officials per requested game as availability permits,
Make known to the Disciplinary Committee when events requiring discipline arise,
Prepare and present monthly reports to the Board of Directors regarding effective game coverage,
Collaborate with the Development Committee as-needed to grow the skill of CHOA’s active members,
Collaborate with additional Assignors as-needed, and
Serves the needs of the Board of Directors, player associations, and CHOA members.

Assignors shall be selected by the Board of Directors at the first regular Board meeting following the Annual Meeting, such term to last from July 1 to June 30 of the following year. An Assignor may continue to serve up to ten (10) consecutive years, or for a longer period subject to annual approval of the Board of Directors. An Assignor may not serve on any committee other than the Development Committee without a three-quarters majority approval vote of the Board of Directors.

Directors who serve in the capacity of an Assignor are subject to certain additional provisions. For any Director, the role of Assignor may constitute a conflict of interest with respect to a given issue, and any Assignor in such role shall adhere to the provisions of CHOA’s conflict of interest policy with respect any related vote.

An Assignor may be removed by the Board of Directors, when in the Board’s judgment the best interests of the Corporation shall be served by such removal.

Section 7.8 – Registrar

The Registrar shall support the Secretary in maintaining records relating to:

The registration of CHOA members;
The certification of eligible voting members; and,
The implementation of procedures to coordinate registration activities with USA Hockey.

The Registrar shall be selected by the Board of Directors at the first regular Board meeting following the Annual Meeting, such term to last from July 1 to June 30 of the following year. A Member may serve in the capacity of Registrar for any period of years, subject to annual approval of the Board of Directors.

Section 7.9 –Social Media Coordinator

The Social Media Coordinator shall be:

Responsible for maintaining relevant accurate information on the CHOA website; and
Responsible for updating relevant CHOA social media information as needed or requested by the Board of Directors.

The Social Media Coordinator shall be selected by the Board of Directors at the first regular Board meeting following the Annual Meeting, such term to last from July 1 to June 30 of the following year. A Member may serve in the capacity of Social Media Coordinator for any period of years, subject to annual approval of the Board of Directors.

Article 8 – Indemnification

Section 8.1 – General

Since ice hockey, by its very nature is defined as a collision sport, and it bears with it the possibility of injury, the following disclaimer is instituted as a guideline in the pursuit of a damage claim not covered by the medical and liability insurance each member is entitled to as a member of USA Hockey and exemption under the laws of incorporation in Washington State.

Each person who was, or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a Director or Officer of CHOA or, while a Director or Officer, such person is or was serving at the request of CHOA as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by CHOA, to the full extent permitted by applicable law as then in effect, against all expense, liability and loss (including attorney’s fees, judgments, fines, ERISA excise taxes or penalties and amounts to be paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators; provided, however, that except as provided in Section 8.2 of this Article with respect to proceedings seeking solely to enforce rights of indemnification, CHOA shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of CHOA. The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by CHOA the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that the payment of such expenses in advance of the final disposition of a proceeding shall be made only upon delivery to CHOA of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section 8.1 or otherwise

Section 8.2 – Right of Claimant to Bring Suit

If a claim for which indemnification is required under Section 8.1 of this Article is not paid in full by CHOA within sixty (60) days after a written claim has been received by CHOA, except in the case of a claim for expenses incurred in defending a proceeding in advance of its final disposition, in which case the applicable period shall be twenty (20) days, the claimant may at any time thereafter bring suit against CHOA to recover the unpaid amount of the claim and, to the extent successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such a claim. The claimant shall be presumed to be entitled to indemnification under this Article upon submission of a written claim (and, in an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition, where the required undertaking has been tendered to CHOA), and thereafter CHOA shall have the burden of proof to overcome the presumption that the claimant is not so entitled. Neither the failure of CHOA (including its Board of Directors or independent legal counsel) to have made a determination prior to the commencement of such action that indemnification of or reimbursement or advancement of expenses to the claimant is proper in the circumstances nor an actual determination by CHOA (including its Board of Directors and independent legal counsel) that the claimant is not entitled to indemnification or to the reimbursement or advancement of expenses shall be a defense to the action or create a presumption that the claimant is not so entitled.

Section 8.3 – Nonexclusivity of Rights

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, Bylaws, agreement, or disinterested Directors or otherwise.

Section 8.4 – Insurance, Contracts and Funding

CHOA shall maintain directors and officers insurance at its expense, to protect itself and any director, officer, employee or agent of CHOA or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not CHOA would have the power to indemnify such person against such expense, liability or loss under RCW 24.03A.630 of the Washington Nonprofit Corporation Act and RCW 23B.08.510 of the Washington Business Corporation Act, or any successor provision or provisions. CHOA shall further obtain prudent and responsible liability insurance. CHOA may enter into contracts with any director or officer of CHOA in furtherance of the provisions of this Article and may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification as provided in this Article.

Section 8.5 –Indemnification of Agents of CHOA

CHOA may, by action of its Board of Directors from time to time, provide indemnification and pay expenses in advance of the final disposition of a proceeding to agents of CHOA with the same scope and effect as the provisions of this Article with respect to the indemnification and advancement of expenses of directors and officers of CHOA or pursuant to rights granted pursuant to, or provided by, the Washington Business Corporation Act, as applied to nonprofit corporations, or otherwise.

Article 9 – Miscellaneous Provisions

Section 9.1 – Fiscal Year

The fiscal year of CHOA shall end on the 30^th day of June each year.

Section 9.2 – Depositories

The Board of Directors, the Treasurer, and the Bookkeeper designated by the Board of Directors shall appoint banks, trust companies, or other depositories in which shall be deposited from time to time the money or securities of CHOA.

Section 9.3 – Checks, Drafts, and Notes

All checks, drafts, or other orders (such as direct deposit) for the payment of money and all notes or other evidence of indebtedness issued in the name of CHOA shall be signed by the Treasurer, Bookkeeper, or additional such agents as designated by resolution of the Board of Directors.

Section 9.4 – Contracts and Other Instruments

Except as otherwise provided in the By-Laws, the Board of Directors may authorize any Officer, agent, or agents to enter into any contract, or execute and deliver any instrument in the name and on behalf of CHOA, and such authority may be general or confined to specific instances as approved by the Board of Directors.

Section 9.5 – Gifts

The Board of Directors may accept on behalf of CHOA any contribution, gift, bequest, or device for the general purposes or for any specific purpose of CHOA.

Section 9.6 – Legal Counsel

The Board of Directors may, from time to time, engage such legal counsel as it, by majority vote, determines to be in the best interests of CHOA, and may pay reasonable legal fees in connection with such representation.

Section 9.7 – Not For Profit

CHOA does not contemplate pecuniary gain or profits to the members thereof and is organized for not-for-profit purposes. No part of any net earnings thereof shall inure to the benefit of any member or any individual. CHOA shall have no capital stock.

Section 9.8 – Dissolution

A resolution to dissolve this corporation may be adopted by the Board of Directors, directing that the question of such dissolution be submitted to a vote at a meeting of members, which may be either a regular or special meeting. Written notice stating that a purpose of the meeting is to consider the dissolution of the corporation shall be given to each member entitled to vote not less than twenty (20) days prior to the date set for the meeting. At such meeting, the resolution for dissolution shall be adopted by the affirmative vote of at least two-thirds of the members present and voting.

Section 9.9 – Disposition of Assets

Upon the dissolution of the corporation, the Board of Directors shall pay or make provision for the payment of all of the liabilities of the corporation. The Board of Directors shall then convey all remaining assets of the corporation to one or more organizations engaged in substantially similar activities to this corporation. Such organization or organizations shall be operated exclusively for charitable or educational purposes as shall at the time qualify as exempt organization or organizations under the Internal Revenue Code.

Section 9.10 – Amendments and Adoption

These Bylaws may be amended or repealed by a two-thirds vote of the Members in good standing present or available at any regular or special meeting duly called and regularly held at quorum. Notice of such proposed changes shall have been sent in writing to the Members in good standing as of the Record Date for such meeting, and at least twenty (20) days before such meeting.

Proposed amendments or alterations to the Bylaws may be proposed by the Board of Directors on its own initiative, or upon written or digital petition endorsed by twenty five percent of Active Members in good standing which shall be addressed and delivered to the Board of Directors at a regular meeting of the Board of Directors and discussed as a regular agenda item, for membership voting no sooner than twenty-one (21) days following the meeting at which the proposed amendment or alteration was advanced. All such proposed amendments may be presented by the Board of Directors to the Members with or without recommendation.

Amendments pass with majority votes of total Active Members in good standing (50% + 1).

Article 10 – Adoption and Amendment History

Section 10.1 – Adoption of By-Laws

Adopted at the Annual Membership meeting of CHOA on April 7, 2009.

Section 10.2 – Amendments

Amended at the monthly Board of Directors meeting of CHOA on January 6, 2015.
Amended at the Annual Membership meeting of CHOA on April 25 , 2015.
Amended at the monthly Board of Directors meeting of CHOA on March 7, 2017.
Amended at the Annual Membership meeting of CHOA on May 6, 2017.
Amended at the Annual Membership meeting of CHOA on June 2, 2018.
Amended at majority vote (64-3) of CHOA membership on October 11, 2024.

Appendix I – Fees and Compensation

Membership Fees

Membership fees may be implemented across the classes of members of CHOA for a single (1) year by majority vote of the Board of Directors, annually.

The Board of Directors may determine from time to time the amount of initiation fee (if any), annual dues payable by the classes of members of CHOA, the dates upon which payment is due, and penalties for nonpayment or failure to pay in a timely manner.

Approved on _____, 20__ for the 20___-20___ season.

Active, over 18	1 game fee’s worth of adult league
Active, 18 and under	$25
Guest, Inactive	$0
Allied, Honorary, Lifetime	$0

Membership fees shall be collected upon the member’s first officiating of any ice hockey contests beginning September 1^st of the season contracted by CHOA by way of withholding the membership fee from the next pay period(s) until the full membership fee is collected from the member.

Membership fees are to be returned to the member upon the member’s personal completion of 5 youth ice hockey contests contracted by CHOA.

Compensation

The Board of Directors may determine from time to time the amount of compensation to be paid for Bookkeepers, Assignors, Registrars and Webmasters.

Approved on _____, 20__ for the 20__-20__ season.

Bookkeeper	$600/month
Assignor, Youth/Girls	$4/individual official assignment
Assignor, Adult	$4/individual official assignment
Registrar	n/a
Social Media Coordinator	Strictly fees as necessary to host and sustain online presence

Appendix II – Discipline Procedure & Policies

Overview

CHOA’s Board of Directors has established the following procedure for the proper handling of disciplinary actions against its members. By having these procedures established, all members should know what is expected of them and the disciplinary action that may be taken against them for a violation.

All protests in regard to a given official, or serious consequences occurring as a result of any official in the performance of his/her/their duties contracted by CHOA are to be forwarded in writing, digital or by certified mail, to the Chairperson of the Discipline Committee. A copy shall be forwarded to the CHOA President and Secretary.

All communications regarding disciplinary procedures shall be conducted via certified return receipt mail or digital document signing, whichever method is selected by the Chairperson of the Discipline Committee.

A Member who has been disciplined may not serve on the Discipline Committee within three (3) years of such disciplinary action, or on the Development Committee or the Nominating and Elections Committee indefinitely.

A high-level outline of full procedure is listed further below.

CHOA Board of Directors receives and accepts a written protest regarding a given official.
Within 10 calendar days, the Chairperson of the Discipline Committee notifies and informs the member subject to possible disciplinary action.
Within an additional 10 calendar days, the Chairperson of the Discipline Committee notifies the member with request for hearing and the member is placed on temporary leave.
Within an additional 10 calendar days, the Chairperson of the Discipline Committee schedules and hosts the hearing with the member, their potential representative, and all other members of the Committee.
Within an additional 10 calendar days, the Chairperson of the Discipline Committee notifies the member of the decision. The temporary leave is lifted at this time.
Within an additional 7 calendar days of receipt of the decision, the member may file a written appeal to PNAHA, following procedure through the PNAHA Handbook under “COMMENCEMENT OF ARBITRATION”.

Grounds for Discipline

Members of CHOA are liable to be fined, placed on probation, suspended, or expelled for any of the following reasons:

Violation of or failure to comply with these By-Laws;
Violation of or failure to comply with the Policies of CHOA;
Delinquency in payment of authorized charges, fines, penalties, or assessments;
Decisions of the Board of Directors following Disciplinary Committee investigation;
Drunkenness or consumption of alcoholic beverages and/or illegal substances prior to or during the game so as to be recognizable by the player and other officials, including minor officials;
Continued failure to appear for games;
Continued failure to appear on time for games;
The use of profane, obscene, or abusive language toward anyone while in the performance of his/her/their duties, which shall include all the time the officials are in the area of the ice rink preceding and following a game;
Gross incompetence;
Physical abuse of players extraordinary to the requirements necessary to prevent or break up any altercation; or,
Any action deemed detrimental or conduct conclusively established contrary to the best interests of ice hockey and/or CHOA.

Notification of Charges

The Chairperson of the Discipline Committee shall notify the member which is a subject of possible discipline by mail, digitally signed or certified return receipt mail, indicating the alleged violation with specific reference to the By-Laws provision, rule, or regulation allegedly violated, the specific alleged violative conduct, where and when the alleged violative conduct occurred, and the person or entity who filed the charge, within ten (10) days of the Board of Director receipt and acceptance of the violation for request of hearing.

Such member shall also be provided at that time with copies of all documents related to the charges which may be used in prosecuting the charged, and referred to these By-Laws with respect to procedural rights.

In the event of a protest concerning an official who is a member of CHOA, the following are recommendations to be used in evaluating complaints by the Discipline Committee Chairperson:

Reject out of hand any protests not written;
Reject out of hand any protests concerning any judgment calls made by an official;
Reject out of hand any protests wherein any conflict of personalities between the protesting Coach and official is detected, unless a similar complaint pattern is established; and
Notwithstanding the above, the disciplinary process would continue.

Disciplinary Review

The Discipline Committee Chairperson will assemble the Discipline Committee. This can be done via phone, email, in-person, or digital conference call as is necessary.

The Discipline Committee shall review all charges and conduct their due diligence with regard to the charges. Based on specific, established policies and guidelines, CHOA’s discipline shall have the power to take whatever action is deemed necessary.

In the case where the Discipline Committee determines that a member should be suspended or expelled, a Disciplinary Hearing shall be called to order.

Right of Hearing

A member charged with any violation shall have the right to be heard in-person, by written statement by themselves in their own defense, or digitally remotely before the Disciplinary Committee. Such right shall be afforded prior to the imposition of any fine, penalty, or disciplinary action. The member shall be placed on “temporary leave” prior to such hearing. This action will not violate the subject’s right to a hearing.

The Chairperson shall notify the member with request for hearing within ten (10) days of the date of the written notification. The Chairperson shall schedule a hearing within ten (10) days of the notification for hearing.

At the hearing, the person or entity bringing the charges shall be present, and both sides may present any information or documents. Each party may ask questions of the other party and the other party’s witnesses. Legal counsel may be present and fully participate if CHOA is notified at least three (3) days prior to the date of the hearing so it can also have its legal counsel present.

The hearing shall be recorded and all documents retained.

The Committee will then hold a closed session, review the matter, and render a decision with majority vote. The Committee must notify the subject of discipline of their decision within ten (10) days after the hearing date. CHOA is not responsible for any possible legal fees incurred by the member.

Appeal

Any member suspended by the Disciplinary Committee shall have the right to appeal to the Pacific Northwest Amateur Hockey Association by giving written notification within seven (7) days of receipt of the Disciplinary Committee’s decision as stated in the PNAHA Handbook under “COMMENCEMENT OF ARBITRATION”.

Summary of Disciplinary Action

The Disciplinary Committee will make the final decision regarding enforcing these general policies through the help of CHOA Assignors. The official’s prior history and the details of the specific incident will be considered.

SCHEDULING POLICIES
GAMES TURNED BACK BY OFFICIAL	More than 72 hours notice	No fee
	Less than 72 hours before game	$5 reassignment fee
	Less than 48 hours before game	$10 reassignment fee
	Less than 24 hours before game	$15 reassignment fee
· Reassignment fees will not be charged for the first occurrence in a season, and the official may appeal to the board on subsequent occurrences if there are extenuating circumstances. · If the official is able to provide the assignor with an acceptable replacement the fee may also be waived, although all replacements must be first cleared by the assignor. · Officials who continually turn back games must expect they may be assigned less games in the future

MISSED GAMES	First time in a season	Written/verbal warning
	Second time in a season	Game fee
	Third time in a season	Double game fee + Formal Review Board

LATE FOR GAME/MISSED START	First time	Verbal reminder
	Second time	½ game fee
	Third and subsequent times	Game fee + Formal Review Board
· For all games, all officials are recommended to arrive at the rink no later than 20-30 minutes prior to the scheduled start-time of the game. · Those who are chronically late can expect to be assigned less games in the future. · “Missed start” is arriving on the ice after warm-up begins, but still within the first period duration of the game. After the first period, it is considered a “missed game” (see above). · As with all other fines, if there are extenuating circumstances the official may appeal to the board and the fee may be waived.
LEAVING GAME EARLY	Except in case of emergency or injury	Forfeit game fee
CONDUCT POLICIES
FAILURE TO FILE GAME REPORT	First time	½ game fee
	Second time	Game fee
	Third time	Double game fee + Formal Review Board
UNPROFESSIONAL CONDUCT ON AND OFF THE ICE	First time	Warning
	Second time	Suspended from CHOA games for 10 days
	Third time	Formal Review Board
· In cases of extreme unprofessional conduct by an official, CHOA’s Disciplinary Committee will take the action it deems necessary. There may not always be a “3-strikes” policy. Some examples of extreme unprofessional conduct would include but are not limited to: o Drunkenness or consumption of alcoholic beverages and/or illegal substances prior to or during a game o The use of profane, obscene, or abusive language toward anyone while in the performance of his/her/their duties, including the duration the officials are in the area of the rink before, during, and following a game. o Physical abuse of players extraordinary to the requirements necessary to prevent or break up an altercation. o Any deliberate action deemed detrimental to the game of ice hockey.

All fees collected as part of disciplinary actions are to be reserved for and applied towards Development purposes.

Appendix III – General Rules

Registration and Certification

All officials must send in a copy of the current year registration card to be considered for game assignment. Only properly certified officials will be assigned games. After November 30^th of each calendar year, any official who is not properly registered or does not have a completed current year registration and crest displayed on his/her/their uniform will not be assigned games.

Official Game Reports

The referee or observing linesperson must contact their assignor and fill out a game report if there were any majors, game misconducts, or match penalties assessed during the game. The form must be completed online with USA Hockey within 48 hours of the game for majors and game misconducts, and within 24 hours of the game for match penalties.

In addition, if the official has any penalties requiring a game report, they must make sure the penalties are recorded correctly on the score sheet before signing it.

Failure to file a game report will result in disciplinary action by CHOA. Severely incorrectly assessed penalties (score sheet reviews) will also be subject to possible disciplinary action.

Disciplinary Review Hearings for Game Incidents

A hearing may be called by PNAHA or an individual club to review game incidents. If there is a formal hearing to review incidents from a game and officiating presence is requested of CHOA, then CHOA will supply all members of the relevant officiating crew and member(s) of the CHOA Board of Directors to be in attendance.

Social Media Policy

This includes but is not limited to CHOA’s presence on all social media platforms and digital mediums. All members are expected to:

Be respectful.
Refrain from posting content that may offend or hurt others.
Refrain from posting derogatory pictures, videos, or comments towards rinks, rink management, leagues, teams, coaches, parents, players, other associations, or other officials.
Refrain from posting internal reports, policies, procedures, contracts, or other internal business-related confidential communications.
Please do not post or create links from products, services, websites, or other social media to a CHOA website without permission of CHOA.

CASCADE HOCKEY OFFICIALS ASSOCIATION BY-LAWS

By-Laws of the Cascade Hockey Officials Association, A Washington nonprofit corporation

Article 1 – Identity

Section 1.1 – Name