By-Laws

Section 1.2. Purpose. The purpose of the WALOA includes (i) to provide game officials for the sport of men's lacrosse in the states of Washington, Oregon, Idaho, Montana, and the provinces of British Columbia and Alberta for members of organizations such as, but not limited to, the Washington State Boys Lacrosse Association, the U. S. Lacrosse Intercollegiate Associates, US Lacrosse, and similar organizations and leagues; (ii) to instruct and educate players, coaches, parents and fans of the sport of men's lacrosse and the rules governing play; (iii) to train, educate and certify persons for officiating the sport of men's lacrosse; and (iv) to promote the growth and development of the sport of men's lacrosse.

Article II

Members

Section 2.1. Members. The Members of WALOA shall consist of three classes: Active Members, Sustaining Members, and Honorary Members.

Section 2.2. Active Members. Active Members shall be those persons who have been certified by the WALOA to officiate men's lacrosse games for which the WALOA is the assigning authority, and who have paid their annual dues and other assessments required by the WALOA.

Section 2.3. Sustaining Members. Sustaining Members shall be those persons who have not been certified to officiate men's lacrosse games, but who have paid their annual dues and who serve the WALOA in one or more of the following capacities:

i. an Officer of the WALOA;

ii. a participant in the business management of the WALOA;

iii. a supervisor, teacher, or trainer of the Active Members; or

iv. the recruiter of Membership in the WALOA.

Section 2.4. Honorary Members. Honorary Members shall be those persons who have been designated as such by the Membership of the WALOA in recognition of distinguished services or contributions to the WALOA. Honorary Members need not pay annual dues to the WALOA.

Section 2.5 Annual Meeting. The annual meeting of Members of the WALOA shall be held one time¹ each year, at such time and place as shall be designated by the Chairman. Any business may be transacted at an annual meeting, except as otherwise provided by law or by these By-laws. The Chairman shall give notice of the time and place for the annual meeting at least three(3) weeks prior to the date of the meeting.

Section 2.6. Special Meetings. A special meeting of the Members may be called at any time by the Chairman. Only such business shall be transacted at a special meeting as may be stated or indicated in the notice of such meeting.

Section 2.7. Quorum. The presence of at least five percent(5%) of the Active and Sustaining Members, but not less than five(5) Active or Sustaining Members, either in person or by proxy, shall constitute a quorum. Except as otherwise required by law or these By-laws, the act of a majority of the Members at any meeting at which a quorum is present shall constitute an act of the Members meeting. The Members present at any meeting, whether or not a quorum is present, may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

Section 2.8. Proxies. At all meetings of the Members, an Active or Sustaining Member may vote either in person or by proxy executed in writing by the Member. Such proxies shall be filed with the Secretary before or at the time of the meeting.

Section 2.9. Votes of Members. Each Active or Sustaining Member shall be entitled to one(1) vote upon each matter submitted to the Membership.

Section 2.10. Presiding Officer. The Chairman shall preside at and the Secretary shall keep the records of each meeting of the Members. In the absence of either such Officer, the duties shall be performed by the Vice-Chairman or some such person appointed by the Chairman for such meeting.

Section 2.11. Electronic Forms of Meeting and Proxies. Any meeting of the Members may be held by teleconference, videoconference or other electronic means. For purposes of submitting proxies, those sent to the presiding Officer by facsimile transmission, e-mail or other electronic transmission shall be deemed to be the same as an executed original.

Section 2.12. Annual Dues. The annual dues for the Active and Sustaining Members shall be set annually by the Officers of the WALOA.

Article III

Officers

Section 3.1. Titles and Term of Office. The Officers of the WALOA shall be a Chairman, a Vice-Chairman, a Secretary², Treasurer, and a Chief Referee. Except for the Chief Referee, each Officer shall hold office for a term of two(2) years³, beginning with his election at the annual meeting and continuing until his successor shall have been duly elected or until his death or resignation. The Chief Referee shall be appointed by the Chairman and shall continue in office until removed by the Chairman. Each person may not hold more than one office. The terms of the Chairman and Secretary shall begin and end in odd-numbered years, and the terms of the Vice-Chairman and Treasurer shall begin and end in even-numbered years.

Section 3.2. Vacancies. A vacancy in the office of any Officer may be filled by appointment by the Chairman for the un-expired portion of the term.

Section 3.3. Chairman. The Chairman shall be the chief executive Officer of the WALOA and shall be in general charge of the properties and affairs of the WALOA in the ordinary course of its business. The Chairman may sign and execute all contracts and other obligations and documents in the name of the WALOA. The Chairman shall preside at all meetings of the Members.

Section 3.4. Vice-Chairman. The Vice-Chairman shall have such powers and duties as may be assigned to him by the Chairman and shall exercise the powers of the Chairman during that Officer's absence or inability to act.

Section 3.5. Secretary. The Secretary shall keep the minutes of all meetings of the Members; have charge of the records and papers of the WALOA, all of which shall at all reasonable times be open to the inspection of any Member upon application at the office of the Secretary during business hours; and perform such other duties as assigned by the Chairman.

Section 3.6. Treasurer⁴. The Treasurer shall have charge of the books of account and keep the funds of the WALOA, endorse and deposit all checks, notes and other payments; pay all proper bills and expenses, and sign all receipts and vouchers for payments made to the WALOA; render an accurate report of all receipts and disbursements and the financial condition of the WALOA at all regular meetings; and perform such other duties as assigned by the Chairman.

Section 3.7. Chief Referee. The Chief Referee shall be the primary appointing authority for games officiated by the WALOA; shall certify officials for appointment; shall be the authority for rules interpretations and mechanics used by WALOA officials; and shall be responsible for training and supervision of the Active Members and prospective members. The Chief Referee may appoint one or more Area Assignors and delegate any of his responsibilities to such persons.

Article IV

Indemnification, Insurance, and Waivers

Section 4.1. General. The WALOA shall have the power to purchase and maintain insurance to provide indemnity on behalf of any person who is or was a Member or Officer of the WALOA, or who is or was serving at the request of the WALOA as a trustee, director, Officer or employee of a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such.

Section 4.2. Insurance. The WALOA shall maintain a Group Accident Policy, which may be obtained independently or through its affiliation with U.S. Lacrosse, Inc., the U.S. Lacrosse Official's Council, or a similar organization, to protect the Members and Officers from loss due to (i) injuries sustained while participating in or traveling to and from an WALOA activity, including officiating WALOA-scheduled games, and (ii) claims made by third parties against WALOA Members or Officers for injury or property damages sustained while the WALOA Member or Officer was participating in or traveling to and from an WALOA activity, including officiating WALOA-scheduled games. The Chairman shall determine the extent, policy limits, deductible and other terms of such coverage.

Section 4.3. Waivers⁵. As a requirement to recognition as an Active or Sustaining Member of the WALOA, each individual shall execute and deliver to the Secretary-Treasurer a waiver of liability that release the WALOA, its Officers and Members from liability for any injuries or damages to person or property arising out of that individual's Membership in the WALOA or participation in any games, clinics or other activities sponsored, sanctioned, serviced or scheduled by the WALOA. The waiver shall further certify the Member's acceptance of his individual obligation to report all compensation from the WALOA to any appropriate local, state or federal taxing authorities.

Article V

Amendments

Section 5.1 Amendments. These By-laws may be amended, altered or repealed by the affirmative vote of the majority of the Active and Sustaining Members at any annual meeting, or at any special meeting, if notice of the proposed action is contained in the notice of such special meeting.

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