Constitution & By-laws A NOT FOR PROFIT CORPORATION OF THE STATE OF TEXAS

ARTICLE 1 - NAME

Section 1.1 - Name

The name of this association shall be MHOA (dba - the Metroplex Hockey Officials Association), a Not For Profit Corporation of the State of Texas.

Section 1.2 - Office

MHOA may have offices at such places as the Board of Directors may from time to time determine.

ARTICLE 2 - PURPOSE

Section 2.1 - Purpose

The purpose of MHOA shall be to register and train ice hockey officials for USA Hockey, Inc. and others in the State of Texas for the purposes of improving the quality of amateur and professional hockey in the state, for ensuring uniformity of rule interpretation, for creating better understanding between officials, coaches, players and other persons, for the developing of more efficient officiating and maintaining the highest standards of officiating, for providing a forum for the discussion and dissemination of information on ice hockey rules, procedures and interpretations, and generally promoting the welfare of amateur and professional hockey, its players, administrators, fans and officials.

In addition, MHOA will cooperate with any organization, including those authorized by USA Hockey, Inc. to sponsor games and/or tournaments, or other organizations properly qualified (with regard to insurance and liability) to sponsor games and/or tournaments, in order to coordinate the methods and manner by which officials of MHOA will be selected and assigned to the games and/or tournament games. The qualifications of said officials will be solely determined by and at all times shall be the responsibility of MHOA. When the Metroplex area hosts a USA Hockey sponsored tournament the applicable USA assignment policies will supersede MHOA procedures, as required.

In order to accomplish these purposes, MHOA will test officials, critique officials, offer training seminars covering rules, skating, and procedures, all in accordance with USA Hockey, Inc. and its State, District and National Referees-in-Chief and their staffs, and any others that MHOA shall deem appropriate.

ARTICLE 3 - MEMBERSHIP

Section 3.1 - Membership Qualifications

Membership shall be restricted to those persons who have met the requirements of MHOA, as determined by the Officers, and as approved by majority vote of the membership in attendance at the annual or any other scheduled meetings of MHOA, and who shall have paid the annual or monthly dues, if any, of MHOA and the registration fees to USA Hockey, Inc. Members shall be comprised of the following classes of membership:

A. Active: Comprised of individuals who:

(a) have been members of MHOA for two (2) consecutive years, AND

(b) have reached their sixteenth (16) birthday, AND

(c) have completed all of the USA Hockey, Inc. registration requirements prior to the beginning of the current officiating year, AND

(d) have complied with all membership requirements of MHOA, AND

(e) are in good standing to officiate hockey games.

B. Associate: Comprised of individuals who are otherwise eligible for Active membership but who either have not been a member of MHOA for two (2) consecutive years or who have not yet reached their sixteenth (16) birthday.

C. Inactive: Comprised of individuals who were formerly duly qualified hockey officials who were in good standing when they ceased to be Active Members, and presently no longer officiate hockey games.

D. Affiliate: Comprised of individuals or business entities who are not Active or Inactive Members, but who have special interest in the purposes of MHOA.

E. Honorary: Comprised of individuals upon whom MHOA desires to confer such status, according to criteria to be established by MHOA.

NOTE: Only Active members, as defined above, who are in good standing are eligible to vote. See Article 3, Section 3.5.

Section 3.2 - Qualified Members

Applicants may apply for membership in MHOA, pursuant to criteria set forth herein, and as may be amended from time to time by MHOA. Such applications for membership shall be accepted or rejected by a majority vote of the Board of Directors at any meeting they may hold in accordance with these By-Laws. Each member of MHOA must sign a membership agreement form stating they are not employees of MHOA nor are required to accept assignments as provided by MHOA (refer to Section 3.7).

Section 3.3 - Resignation

Any member may resign by filing a written resignation with the Secretary. Said resignation shall be presented to the Board of Directors by the Secretary at the first meeting after its receipt. Such resignation shall NOT relieve the member so resigning of the obligation to pay any dues, assessments or other charges previously accrued and unpaid prior to the receipt of such resignation.

Section 3.4 - 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 Directors, reinstate such former member to the membership upon terms as the Board of Directors may deem appropriate.

Section 3.5 - Voting Rights

Each Active member shall be entitled to one vote on any issue requiring the consent of the general membership, providing that he/she is a member in good standing of MHOA. Membership in MHOA shall be required to be renewed by all members each year. The President of MHOA shall have voting rights in all meetings, including all committees, with the exception of the meetings of the general membership, where he/she will cast a vote only to break a tie.

Section 3.6 - Registration Fees

Registration fees for all classifications of officials shall be the USA Hockey, Inc. registration fee, plus any additional amount deemed necessary by the Officers of MHOA, and approved by majority vote of the general membership.

Section 3.7 - Status of Members

All members of MHOA are independent contractors in their officiating capacities and not employees of USA Hockey, Inc., MHOA, any officer of MHOA, or any other person or entity for whom the members work as officials. All members of MHOA recognize this status and understand USA Hockey, Inc., MHOA, nor its officers are employers, and therefore, the members shall not be eligible to collect workers' compensation from USA Hockey, Inc., MHOA, its officers or any other person or entity for any injuries sustained while officiating.

Section 3.8 - Good Standing

A member in good standing is a member who has met all the membership requirements contained in these By-Laws, has paid any required dues and/or fees in a timely manner, has observed and complied with these By-Laws, is not subject to any disciplinary action by MHOA, and has meet all other requirements of MHOA.

ARTICLE 4 - JURISDICTION

Section 4.1 - Jurisdiction

MHOA shall have final jurisdiction over all USA Hockey, Inc. officiating programs and all ice hockey officials in the Dallas and Fort Worth, Texas Metroplex.

ARTICLE 5 - MEETINGS

Section 5.1 - Meetings of Members

MHOA shall hold no less than one (1) regular meeting of members during each fiscal year. There shall be one (1) annual meeting of members which shall be held in June, July, or August of each year, for the purpose of electing officers and for the transaction of any other business which may come before the general membership at that meeting. Other meetings may be called by the Board of Directors when deemed necessary or appropriate.

Section 5.2 - Notice of Meetings

Notice of a meeting of members will be via phone, in person, by E-mail and/or by posted notice (e.g., in the Official's Locker Room). It is recommended that a minimum of ten (10) days notice be provided.

Section 5.3 - Quorum

The presence or E-mail votes of 20% of the Active membership shall constitute a quorum at the annual meeting. A majority vote of such members where a quorum exists is necessary to make a decision, except where some other number is required by law or by these By-Laws.

Section 5.4 - E-mail Voting

Members of MHOA or its Officers shall not be represented by the use of any proxy at any time except that Active members, in good standing, shall be allowed to vote via E-mail on any issue requiring the consent of the general membership provided that the E-mail vote indicates specifically what issue or issues are to be voted, what the vote is to be cast (i.e. yea or nay), and is received by the Secretary/Registrar no later than three days prior to the date of the vote.

Section 5.5 - Procedures

Meetings shall be conducted in accordance with parliamentary procedures as set forth in Robert's Rules of Order. By majority vote of those active members present, Robert's Rules of Order may be suspended for all or part of the meeting then in progress.

ARTICLE 6 - BOARD OF DIRECTORS

Section 6.1 - General Powers and Duties

The property, business and affairs of MHOA shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of MHOA as are not by law or by these By-Laws directed or required to be exercised by the members.

Section 6.2 - Composition

The Board of Directors shall be comprised of seven (7) Directors consisting of Active members in good standing of MHOA who shall be elected by majority vote of the Active membership including a President, Vice President, Treasurer, Secretary/Registrar, and two (2) Representatives consisting of the members of MHOA who shall be elected by majority vote of the Active membership present at the annual meeting at which the Board is elected. Additionally, unless the Immediate Past-President has resigned from office, or in the event that the Immediate Past-President of MHOA shall not be elected to another office, he/she shall remain on the Board of Directors for a period of one (1) year after the expiration of his/her presidency in order to maintain continuity from administration to administration. If the Immediate Past-President chooses not to serve, or his/her term is up and there is no Immediate Past-President to serve (including because the current President has been re-elected), then an additional member of the Board of Directors shall be appointed by the vote of a majority of the remaining members. In the event the Board of Directors is unable to elect a new Board member after three ballots, the President shall appoint a new Board member. As with the Immediate Past-President, this Board member shall serve a one-year term. These electees and Past-President shall be and constitute the Board of Directors of MHOA. Each Director shall hold office until his/her successor shall have been elected and qualified or until his/her death, resignation, or removal.

Section 6.3 - Regular Meetings

A regular meeting of the Board of Directors shall be held without other notice than this By-Law describes, as soon as practical, immediately following the annual meeting of members. Additional meetings shall be held with written notice periodically throughout the year.

Section 6.4 - Special Meetings

Special meetings of the Board of Directors may be held at any time on the call of the President or at the request of any Director. Special meetings of the Board of Directors may be held at any location approved by the President and, only if the meeting was called by another Director, the Director calling for the special meeting. (See Article 6, Section 5.)

Section 6.5 - Notice of Special Meetings

When practical, notice of each special meeting of the Board of Directors, indicating the date, time and location of said special meeting, shall be E-mailed by or at the direction of the Secretary to each Director addressed to him at his residence or usual place of business, at least seven (7) days before the day of the meeting. Any meeting of the Board of Directors shall be a legal meeting without any notice having been given if a majority of the Directors are present. Neither the business to be transacted, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice.

Section 6.6 - Quorum

A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn the meeting to a future date, and the Secretary shall give all absent Directors seven (7) days notice of such adjourned date; then the Directors present, on such adjourned date, shall constitute a quorum for the purpose of conducting business, provided that in no event shall a quorum consist of less than one-third of the whole Board of Directors.

Section 6.7 - Informal Action

Any action required to be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by a majority of the Board of Directors.

ARTICLE 7 - OFFICERS

Section 7.1 - Elected Officers

The elected officers of MHOA shall be the President, Vice President, Treasurer and Secretary/Registrar. Such officers shall be elected b the eligible general voting membership annually (see also Article 6, Section 2) by the eligible general voting membership who are present at the annual general membership meeting. Except for the Initial Officers which shall be elected with the ratification of these By-Laws by the membership and have terms of office as outlined in Article 7, Section 10.

Section 7.2 - Qualifications for Elected officers

Only Active Members of MHOA shall be eligible to be elected as officers.

Section 7.3 - Nominations

The Nominations and Elections Committee shall recommend to the membership a slate of candidates for election at the annual meeting of members. Each officer currently holding office, shall have the opportunity to run again for any office. Nominations from all Active members will also be accepted at the annual meeting. Not more than four (4) candidates shall be placed on the ballot for any single office. Offices shall be voted on in the following order: 1. President; 2. Vice President; 3. Treasurer; 4. Secretary/Registrar; 5. Two At-Large Representatives. If a candidate for an office(s) loses the election he/she may be nominated for another office.

Section 7.4 - Removal

Any officer elected by the membership may be removed from office by a two-thirds vote of the eligible voting membership at a meeting in which a quorum of the officers and a quorum of the general membership is present.

Section 7.5 - Vacancies

Any vacancy occurring in any office may be filled by a majority vote of the Board of Directors. Each Officer so appointed shall hold the office appointed to for the unexpired term of the office.

Section 7.6 - Resignations

Any Officer may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein unless otherwise specified thereof, the acceptance of such resignation shall not be necessary to make it effective.

Section 7.7 - Elections

Election of Officers shall be held annually.

Section 7.8 - Re-Elections

All Officers who meet the requirements in the-se By-Laws and who are properly nominated are eligible, for re-election. There are no term limits.

Section 7.9 - Balloting

Unless a majority of those Active members who are present and in good standing request a "secret ballot", balloting shall be by a show of hands ("open ballot") by those Active members who are present and in good standing. The question of "open" vs. "secret" balloting will be asked prior to the election of each officer. Nominees for each office will leave the room prior to the vote for that office and return following the vote. Each nominee will be credited with a vote for him/herself. If a tie vote occurs. there shall be another "open" or "secret" ballot as determined for that office by those Active members in good standing present at the annual Meeting of members with the two (2) nominees receiving the most votes in the first balloting as the candidates. If a tie vote results in the second balloting, the Board of Directors shall decide upon a winner.

Section 7.10 - Term of Office

The term of office for each Officer shall be approximately one (1) year from annual meeting to annual meeting.

Section 7.11 - President

The President shall be the chief executive officer of the association and shall, in general, supervise and control all of the business and affairs of the association. The President shall preside at all meetings, serve as an ex-official member on all committees, call special meetings of MHOA when deemed necessary, and shall appoint committees as required by these By-Laws or as deemed necessary. The President, along with at least two (2) other Officers appointed by the President, shall negotiate with the various hockey associations, annually on matters relating to game fees and working conditions, Such fees and conditions shall, when finalized, be agreed to in writing by MHOA and by the association concerned. The President, or his/her designee, shall be responsible for all activities of MHOA officials with respect to training, rules, procedures and conduct. The President shall be responsible for coordinating these activities with USA Hockey, Inc, through the State, District, and National Referee-in-Chief, and the chapter's representatives.

Section 7.12 - Vice President

In the, absence of the President, or in the event of the President's inability or refusal to act, the Vice President shall perform the duties of the President and, when so acting, shall have all the powers of the President. The Vice President shall also be responsible for such duties as are individually given to him/her by the President. The Vice President shall be responsible for ensuring that the Treasurer handles the financial affairs of MHOA in a timely and responsible fashion, that all reports including but not limited to the annual report shall be accurate and reflect a true representation of the financial condition of MHOA, ensure that the Treasurer maintains all financial and accounting records in an organized and up to date manner and ensure that the Treasurer shall file all reports as required by the President, Internal Revenue Service or as required by these By-laws.

Section 7.13 - Treasurer

The Treasurer shall have charge and custody of, and be responsible for, all funds of MHOA. He/she hall provide an annual report at the annual election of members and any other reports, when deemed necessary by the President. The Treasurer shall demonstrate to the Vice President that he/she is handling all financial matters of MHOA in a professional manner and shall provide all reports to the Vice President for review and audit.

Section 7.14 - Secretary/Registrar

The Secretary/Registrar shall keep the minutes of all meetings, see that all notices are given in accordance with these By-Laws, and in general, perform all the duties incidental to the office of Secretary/Registrar, or as assigned by the President. The Secretary/Registrar shall also be responsible for the registration of MHOA members, keep records of all registrations and memberships, certify eligible voting members, implement appropriate game scheduling procedures, and implement procedures to coordinate registration activities with USA Hockey, Inc- through the State and District Referee-in-Chief.

Section 7.15 - Area Supervisor

An Area Supervisor shall be appointed by the President as soon as is practicable following the President's election. The Area Supervisor shall be responsible to the President for officiating work, evaluation activities, and other duties deemed necessary by the President.

ARTICLE 8 - LEVEL REPRESENTATIVES

Section 8.1 - At-Large Representatives

At-Large Representatives shall be elected as per Article 6, Section 2.

Section 8.2 - Qualifications of AT LARGE Representatives

Only Active members of MHOA applying for the same USA Hockey officiating classification as those electing him/her shall be eligible to be elected as an At-Large Representative. An At-Large Representative may not hold any other office in MHOA.

ARTICLE 9 - STANDING COMMITTEES

Section 9.1. General

MHOA may have standing committees to deal with the various components of the of officiating program. Nothing in this section shall limit the number of the committees, nor their membership, provided that, at a minimum, there shall be the following committees:

A. Disciplinary Action Committee: The President shall appoint three (3) members to serve, as the Disciplinary Action Committee. This committee shall hear and decide all charges brought against any member. The committee shall appoint one of them to serve a Chairman.

B. Nominating and Elections Committee: the President shall appoint a Nominating and Elections Committee and the Chairman of the committee which shall consist of Directors currently in office. The Nominating and Elections committee shall invite suggestions from the membership of all classes for those of offices which are vacant or about to expire as explained in Article 7, Section 3 of these By-Laws. The Nominating and Elections Committee shall then nominate candidates for the, required offices and report such nominations to the membership at the annual meeting of members for election.

C. Evaluation and Seminar Committee: The President shall appoint an Evaluations and Seminar Committee which shall be chaired by the Area Supervisor. The Evaluation and Seminar Committee shall review and maintain the process by which members are evaluated and plan and conduct all seminars and training sessions as required by USA Hockey, Inc., MHOA or as deemed necessary.

Section 9.2 - Committee Member Terms

All committee members shall serve for the, same term and pursuant to the same conditions as the Officers.

ARTICLE 10 - BOOKS AND RECORDS

Section 10.1 - Location

The books, accounts and records of MHOA shall be kept current by the Treasurer at all times.

Section 10.2 - Inspection

The books, accounts, and records of MHOA may be inspected by any member(s) and/or Officer(s) for any reason provided that twenty-four (24) hour notice (verbal or written) is given to the Treasurer and to the President of the request to correct, except as otherwise provided by law.

Section 10.3 - Audit

The accounts of MHOA shall be audited not less than annually by a certified public accountant who shall be appointed by the President with the approval of the Board of Directors and who shall provide a report to the Board of Directors which shall be provided to the membership at the next annual meeting of the members. Additionally, the accountant shall prepare, the required income tax statements and file them With the MS upon approval of the tax statements by the Board of Directors.

ARTICLE 11 - ANNUAL DUES

Section 11.1 -Annual Dues

The members may determine from time to time the amount of any member fee, if any, annual dues payable by the classes of members for supporting. organizational activities, the dates upon which payment is due and penalties for nonpayment or failure to pay in a timely manner.

ARTICLE 12 - DISCIPLINE OF MEMBERS

Section 12.1 - Grounds for Discipline

For failure to comply with these By-Laws, established authority or regulations of MHOA, or for delinquency in payment of authorized charges, fines, penalties or assessments. or for any other conduct conclusively established, to be contrary to the best interests of MHOA, a member may be fined, placed on probation, suspended or expelled from MHOA.

Section 12.2 - Notification of Charges

A charged member shall receive written notice by certified mail, return receipt requested, of the, charges against him/her, indicating the alleged violation with specific reference to the, By-Laws provision, rule, or regulation he/she allegedly violated, the specific alleged volatile conduct, where and when the, alleged volatile conduct occurred and the person or entity who filed the charge. 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 charges. He/she shall also be referred to these By-Laws with respect to his/her procedural rights.

Section 12.3 - Right of Hearing

A member charged with a serious violation(s) (not a routine violation such as failure to be present to officiate an assignment) shall have the right to be heard in person or by written statement made by him/her in his/her own defense before the Disciplinary Action Committee. Such right shall be afforded prior to the, imposition of any Fine, penalty, or other disciplinary action (a member may be placed on "temporary leave" prior to such a hearing and this action will not violate the member's right to a hearing prior to the imposition of disciplinary action) and a member may seek a personal hearing within fourteen (14) days of the date of the written notification to him/her of a violation. At the hearing, the person or entity bringing the charges shall be present (if the member charged does not attend, the hearing will be held in his/her absence) and both sides may present any information and/or documents. Each party may ask questions of the other party and/or the other party's witness(es). Legal council may be present and fully participate it MHOA is notified at least three (a) days prior to the date of the hearing so that it can have its own legal council present. The hearing may be audio tape recorded and all documents shall be retained. A written decision shall be made and sent to both parties by certified mail, return receipt requested, within fourteen (14) days of the hearing date. A majority vote of the members of the Disciplinary Action Committee shall determine its decision.

Section 12.4 - Appeal

Any member suspended by the Disciplinary Action Committee shall have the right to appeal to the Board of Directors, by giving its Chairman written notice within seven (7) days of the receipt of the Disciplinary Action Committee's decision. The Board of Directors shall decide the appeal on the record before the Disciplinary Action Committee and on its review of any further written arguments to be submitted by both parties and received by the Chairman no later than seven (7) days prior to the date, set for oral argument. Notice of the dam for oral argument shall be sent by the Chairman no later than fourteen (14) days before the date for oral argument. Legal counsel may participate provided MHOA is notified at least three (3) days prior to the date of the hearing so that it can have its own legal council present. A written decision shall then be made by majority vote of the Board of Directors, and sent by certified mail, return receipt requested, within fourteen (14) days of the date on which oral argument was heard.

ARTICLE 13 - AMENDMENTS

Section 13.1 - Procedures

These By-Laws may be amended or changed at the annual meeting or at any special meeting of the general membership. Each proposed amendment must be submitted to the President at least fourteen (14) days prior to the next Annual Meeting or scheduled special meeting of the general membership. No amendment shall be eligible for presentation at a meeting unless it has been published and distributed to all eligible voting members at that meeting.

Section 13.2 - Adoption

Any proposed amendment shall be presented, following publishing and distribution at the next scheduled annual or special meeting. After discussion, a vote of the majority of the active members present shall be required to adopt the amendment.

ARTICLE 14 - PARLIAMENTARIAN

Section 14.1 - Parliamentarian

The Secretary of MHOA or his/her designee shall act as Parliamentarian at all meetings and MHOA shall follow Robert's Rules of Order when conducting meetings. By majority votes of those active members present Robert's Rules of Order may be suspended for all or part of the meeting then in progress.

ARTICLE 15 - MISCELLANEOUS PROVISIONS

Section 15.1 - Fiscal Year

The fiscal year of MHOA shall end on the 31st day of December each year.

Section 15.2 - Depositories

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 MHOA.

Section 15.3 - Checks, Drafts, and Notes

All checks, drafts, or other orders for the payment of money and all notes or other evidences of indebtedness issued in the name of MHOA shall be signed by such officer or officers or agent or agents as shall from time to time be designated by resolution of the Board of Directors.

Section 15.4 - Contracts and Other Instruments

Except as otherwise provided in these 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 MHOA and such authority may be general or confined to specific instance.

ARTICLE 16 - ADOPTION OF BY-LAWS

Section 16.1 - Adoption of By-Laws

As first adopted at the special MHOA formation meeting of September 17, 1994 by a majority vote of the eligible members present.