MISSION

Section 1.1 This organization shall be known as the Salem Baseball Umpires Association (hereafter

“SBUA”).

Section 1.2 The mission of the SBUA is to recruit, train, and promote the development of baseball umpires dedicated to professional excellence in officiating baseball; to serve schools and other baseball organizations by assigning SBUA’s independent contractor members to officiate baseball games; to serve SBUA’s members by acting as their agent in collecting, accounting for, and disbursing game fees; to cooperate with the Oregon School Activities Association and the Oregon Athletic Officials Association as an affiliated local officials’ association in compliance with OSAA and OAOA rules and policies; and to promote interest in and provide information concerning the game of baseball and the craft of umpiring baseball.

ADMINISTRATION

Section 2.1 The operating year of the SBUA shall begin on September 1st of each year, and shall end on August 31st of the following year.

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Section 2.2 The tax reporting year of the SBUA shall be the calendar year.

MEMBERSHIP

Section 3.1 Any person may become a member of the SBUA if that person:

3.1.1 is at least 16 years of age;

3.1.2 has not been convicted of any of the following during the 10 years prior to that person’s application:

3.1.2.1 unlawful acts of violence, or unlawful threats of violence;

3.1.2.2 unlawful sexual acts with any person, including children;

3.1.2.3 unlawful felony possession, use, or sale of controlled substances;

3.1.3 has not been convicted of a crime involving a minor child at any time.

3.1.4 permits the SBUA to request a report by the Oregon State Police on whatever record there may be that the person has been arrested or convicted;

3.1.5 wishes to support and further the mission of the SBUA.

Section 3.2 A person who contacts the SBUA’s commissioner and follows the commissioner’s instructions for applying to be a member shall become a member of the SBUA when the Board of Directors votes in favor of that person becoming a member.

Section 3.3 Once a person has become a member, that person continues to be a member of the SBUA and entitled to vote on matters submitted to the members for a vote so long as that person satisfies all the requirements of membership, as determined by the Board of Directors. If a person fails to satisfy all the requirements of membership, that person’s membership shall become inactive. Thereafter, that person shall not be assigned games and shall not be entitled to vote on matters submitted to the members for a vote. A person whose membership has become inactive may apply directly to the Board to re-activate that person’s membership. The Board shall decide whether to make the person’s membership active again. Such decision shall be final.

BOARD OF DIRECTORS

Section 4.1 The Board of Directors shall be composed of a President, a Vice-President, a Treasurer, a Secretary, three Members-At-Large, an Immediate Past President, and a Commissioner. Each of these shall have one vote except the Commissioner, who shall not vote.

Section 4.2 The Board shall meet in January of each year to conduct its business, including setting a further schedule of meetings of the Board and meetings of the members.

Section 4.3 The Board shall conduct all business of the SBUA on behalf of the membership, implementing these Bylaws, and issuing such Standing Rules in keeping with the Bylaws as are needed.

Section 4.4 At the Board’s January meeting, the Board shall adopt a budget for the operational year beginning with the previous September 1st and ending with the following August 31st . The Board shall publish its operational budget to the members at the first meeting of the members following the January meeting of the Board.

Section 4.5 At the Board’s first meeting following August 31st each year, the Board shall receive a written report from the Treasurer regarding the financial business of the SBUA during the previous operational year. After the Board receives the Treasurer’s report, the Board shall publish to the members the Board’s report on the financial business of the SBUA during the previous operational year. The Board’s report to the members shall be published no later than December 31st.

OFFICERS AND THE COMMISSIONER

Section 5.1 The SBUA shall have the following officers: President, Vice-President, Treasurer, Secretary, and three Members-at-Large. They shall be elected by the members. Any member in good standing who is qualified under OSAA rules to umpire varsity baseball games may serve as an officer of the SBUA. A member may not hold more than one office at any one time. (Neither the Immediate Past President nor the Commissioner is an officer, but both are members of the Board of Directors.)

Section 5.2 An officer who is elected shall serve a term of 3 years, beginning on September 1st after the election. An officer who is appointed (see Section 5.12, below) shall serve the balance of the term of the officer being replaced, beginning immediately on appointment.

Section 5.3 The Commissioner shall be selected by the Board of Directors, and shall serve a term of 3 years, beginning on January 1st after the selection. During the fall of each year the Board shall conduct a review of the Commissioner’s performance during the previous season.

Section 5.4 Officers shall not be paid by the SBUA for performing the duties of office, except the Treasurer, whose pay shall be determined by the Board.

Section 5.5 The President shall perform all duties delegated by the Board, including:

5.5.1 Preside at all meetings of the Board, and all meetings of the members.

5.5.2 Call any special meetings of the Board, or any special meetings of the members, that the President decides are needed.

5.5.3 Appoint all members of the standing committees, or any special committees which the Board decides are needed.

Section 5.6 The Vice-President shall perform all duties delegated by the Board, including:

5.6.1 Perform the duties of the President whenever the President is absent or otherwise unable to perform those duties.

5.6.2 Announce to the SBUA all official rules interpretations.

5.6.3 Direct all in-house training of the members, including the Annual Clinic.

Section 5.7 The Treasurer shall perform all duties delegated by the Board, including:

5.7.1 Prepare a written budget for the Board at the beginning of the operational year.

5.7.2 Keep an accurate and current account of all funds in the possession of the SBUA, and all transactions using those funds.

5.7.3 File all tax reports and tax returns for the SBUA with the Oregon Department of Revenue and the Internal Revenue Service.

5.7.4 Provide to the members the financial reports which the Board determines to be needed.

5.7.5 At the end of the operational year, prepare a written report for the Board regarding the financial business of the SBUA during the operational year just ended.

Section 5.8 The Secretary shall perform all duties delegated by the Board, including:

5.8.1 Keep minutes of all meetings of the Board and all meetings of the members, and publish such minutes to the members within 30 days after each such meeting.

5.8.2 Keep all records of the SBUA which the Board decides need to be kept, except for financial records, which shall be kept by the Treasurer.

Section 5.9 The Members-At-Large shall perform all duties delegated by the Board, including:

5.9.1 Assist the Vice-President in the basic in-house training of the members and in the Annual

Clinic.

Section 5.10 The Immediate Past President shall perform all duties delegated by the Board, including:

5.10.1 Assist the President in appointing members to committees.

5.10.2 Assist the Treasurer in preparing the draft budget for the coming operational year.

Section 5.11 The Commissioner shall perform all duties directed by the Board pursuant to the Commissioner’s written contract, and shall be paid for doing so. In relation to the Board, the Commissioner shall be an independent contractor. The Commissioner’s duties shall include the following:

5.11.1 Make all game assignments, pursuant to the rules and policies of the OSAA, the OAOA, and the Board. No game assignment made by the Commissioner may be changed by another officer.

5.11.2 Act as liaison for the Board to the Oregon Schools Activities Association, to the high schools served by the SBUA, and to any other baseball programs served by the SBUA.

5.11.3 Assist the Vice-President and the Members-at-Large in identifying inhouse training needs.

5.11.4 Announce to the members all information related to working particular games or game management generally.

5.11.5 Report to the President any complaint received about any member.

Section 5.12 An officer whose membership becomes inactive shall cease to be an officer. An officer may resign from office. And an officer may be removed, as follows:

5.12.1 Any officer may be removed by a vote of members at a regular meeting or a special meeting, so long as notice is provided to all members at least 10 days previous that the issue of removal will be voted upon.

5.12.2 An officer shall be removed only when a majority of the members cast votes on the matter, and two-thirds of the votes cast are in favor of removal.

5.12.3 The replacement for an officer whose membership becomes inactive, or who resigns, or who is removed, shall be appointed by the Board. If all officers resign or are removed, replacements

shall be chosen by the members at a regular or special meeting.

COMMITTEES

Section 6.1 There shall be Standing Committees, as follows:

6.1.1 A Discipline Committee, to investigate whether there is good cause for the Board to discipline a member, and to recommend to the Board whether action should be taken, and if so, what should be done. Members of this committee shall be the President, one other member of the Board of Directors, and one other member of the SBUA.

6.1.2 A Nominating Committee, to gather nominations for positions on the Board to be the subject of the upcoming elections each year, and to present those candidates to the members prior to the election. Members of this committee shall be a Member-at-Large of the Board, and two other members of the SBUA.

Section 6.2 There may be Special Committees to undertake special tasks, as determined by the Board. A

special committee shall have no more than three members, two of whom shall be members of the Board, and a third shall be another member of the SBUA. A Special Committee shall continue only as long as is needed for its task.

Section 6.3 The President shall appoint all members of the Standing Committees and the Special Committees.

ELECTION OF OFFICERS

Section 7.1. Election of officers shall be held at the last regular meeting of the members before the conclusion of the championship playoffs of the high school season.

Section 7.2 The Nominating Committee shall gather nominations for each position whose term is expiring, making certain that any member nominated is willing to serve.

Section 7.3 At least one week before the meeting when elections will be held, the Nominating Committee shall publish to the members the nominations for each position. No further nominations may be made from the floor during the meeting when elections are being held.

MEETINGS AND VOTING

Section 8.1 There shall be regular meetings of the members of the SBUA, at least monthly, between February and July of each year. A schedule of the regular meetings shall be published to the members in January each year.

Section 8.2 There may be special meetings of the members of the SBUA at any time. Notice of a special meeting shall be published to the members no less than one calendar week before the special meeting.

Section 8.3 Any scheduled meeting of the members of the SBUA may proceed regardless of how many members are present. However, no action may be taken by the members by vote unless there is a quorum participating in the vote – that is, at least twelve members casting votes.

Section 8.4 The President of the SBUA, or another member of the Board of Directors acting in place of the President, shall preside at any meeting of the members. The meetings may be conducted informally, but shall be conducted with as much formality as is needed to conduct business in good order, and may follow Robert’s Rules of Order, if the officer presiding at the meeting decides that is needed.

Section 8.5 Regular meetings of the members may include administrative reports, financial reports, in- house training, elections, and such other topics as the Board decides are needed. Actions at regular meetings of the members may be taken only by a majority vote of the members casting votes.

Section 8.6 Special meetings of the members may include any topic. Actions at special meetings of the members may be taken only by a majority vote of the members casting votes.

Section 8.7 Voting at meetings of the members may be done in person or electronically, if the Board decides in advance to permit electronic voting on that matter and provides a single method for members to vote electronically before the meeting begins where the proposed action is scheduled to be taken up. Votes cast electronically shall not be announced to the members until all votes by members resent at the meeting have been cast. No votes may be cast by proxy.

Section 8.8 A meeting of the members shall conclude when the officer presiding at that meeting decides it should conclude.

Section 8.9 Meetings of the Board of Directors shall be held whenever necessary. Any member of the SBUA may attend any meeting of the Board. Any meeting of the Board may begin so long as five members of the Board are present. No action may be taken by the Board unless five members of the Board participate in the vote. No votes may be cast by proxy.

Section 8.10 The President of the SBUA, or another member of the Board acting in place of the President, shall preside at any meeting of the Board. The meetings may be conducted informally, but shall be conducted with as much formality as is needed to conduct business in good order, and may follow Robert’s Rules of Order, if the officer presiding at the meeting decides that is needed. The Board shall act by majority vote. The President shall not cast a vote unless there is a tie among those casting votes. Then the President shall cast a vote to break the tie. A meeting of the Board shall conclude when the officer presiding at that meeting decides it should conclude.

DISCIPLINE OF MEMBERS

Section 9.1 The Board of Directors may discipline a member, by suspending or terminating that member’s membership, but only for good cause. (The Commissioner’s decision to assign or not assign games, at whatever level and at whatever frequency, as described in Section 5.9.1, is not discipline.)

Section 9.2 Good cause includes, but is not limited to, the following: 9.2.1 Criminal conviction for any of the acts described in Section 3.1.2 and Section 3.1.3. 9.2.2 Fraud or theft or dishonesty, when such acts result in financial loss or damage to the SBUA. 9.2.3 Repeated and wilful violation of the rules or policies of the SBUA. 9.2.4 Failure to pay dues or fees set by the Board of Directors. 9.2.5 Failure to engage in remedial training directed by the Board of Directors.

Section 9.3 The Discipline Committee shall investigate promptly any matter for which discipline might be imposed. No discipline may be imposed while the matter is being investigated. Such investigation shall include an interview of the member whose actions are being investigated. If the member declines to be interviewed, the Committee shall complete its investigation nonetheless. The Committee shall report its conclusions to the Board, in writing, including the Committee’s recommendation on whether discipline should be imposed, and if so, what that discipline should be.

Section 9.4 The Board shall decide whether to discipline a member. Discipline may be suspension, for a number of days or weeks, or it may be termination of membership. If the Board decides to suspend or to terminate, the Board shall set the date such discipline takes effect. The Board shall notify the member of its decision, in writing, promptly.

Section 9.5 The member may appeal the Board’s decision, in writing, in as much detail as the member chooses, delivering the appeal to a member of the Discipline Committee within 7 calendar days after receiving the Board’s decision. The discipline takes effect notwithstanding an appeal. Within 4 calendar days after the Board receives the appeal in writing, the Board shall affirm or change its decision, and shall notify the member promptly, in writing. Such decision after appeal shall be final.

Section 9.6 A person whose membership has been terminated may apply for membership again, but no

sooner than one year after the date of termination.

AMENDMENT OF THE BYLAWS

Section 10.1 The Bylaws may be amended only by the members of the SBUA, not by the Board of Directors.

Section 10.2 Amendments to the Bylaws may be proposed by the Board of Directors, or by written petition signed by no fewer than five members of the SBUA.

Section 10.3 A proposed amendment shall be presented in writing to the members at a regular or special meeting, no less than one calendar week before the meeting at which the proposed amendment shall be put to a vote of the members.

Section 10.4 An amendment to the Bylaws shall be adopted only when a majority of the members cast votes on the matter and two-thirds of the members casting votes do so in favor of the amendment.