Section 3.03 Resignation. Any member may resign by filing a written resignation with the Secretary, which resignation shall be presented to the Board of Directors by the Secretary at the first meeting after its receipt, but 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 3.04 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 membership upon such terms as the Board of Directors may deem appropriate.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 4.01 Meetings of Members. EIRI shall hold no less than four (4) regular meetings during each fiscal year. There shall be one (1) annual business meeting in addition to these four (4) other meetings. Special meetings of the members may be called from time to time by the Secretary at the request in writing of a majority of the Board of Directors. Such a request for a special meeting shall state the purpose or purposes of the proposed meeting.

Section 4.02 Notice of Meetings of Members. Written notice of a meeting of the members, stating the time, place and object, shall be mailed or electronically transmitted to each member at such address as appears on the books of EIRI, no less than seven (7) days before such meeting.

Section 4.03 Voting. The presence of thirty percent (30%) of the active membership constitutes a quorum. A simple 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 Bylaws. Mail voting is permitted by active members in good standing, vote must be signed and mailed by the member and revieved with postmark by the secretary at least 1 day prior to the scheduled vote.

Section 4.04 Meeting Requirements. Each Active member in good standing shall be required to attend two regular meetings.

ARTICLE V

BOARD OF DIRECTORS

Section 5.01 General Powers and Duties. The property, business and affairs of EIRI shall be managed by its Board of Directors, and the Board of Directors may exercise all such powers of EIRI as are not by law, or by the Articles of Incorporation, or these Bylaws, directed or required to be exercised by its members.

Section 5.02 Composition. The Board of Directors shall consist of not less than five (5) Active members in good standing of EIRI. Each Director shall hold office until his successor shall have been elected and qualified, or until his/her death, resignation or removal.

Section 5.03 Election of Directors. The Board shall be elected every two (2) years by the Active members, to serve as Directors for a term of two (2) years, or until their successors have been elected and assume office.

Section 5.04 Nominations. Nominations may be submitted to the Board anytime within four (4) weeks before and up until the election meeting.

Section 5.05 Removal of Directors. Any Director may be removed by a majority vote of the Active members at a special meeting whenever, in their judgment, the best interests of EIRI will be served thereby.

Section 5.06 Resignations. Any Director may resign at any time by giving written notice to the President or Secretary of EIRI. 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.

Section 5.07 Vacancies. Any vacancy occurring in the Board of Directors or any directorship to be filled by reason of an increase in the number of Directors, shall be filled by a majority vote of a quorum of membership at a regular meeting or a special meeting, called for that purpose. Each Director so elected to fill a vacancy shall hold office until the next election for members of the Board of Directors held after appointment, to fill the unexpired term of his/her predecessor.

Section 5.08 Regular Board Meetings. The regular meeting of the Board of Directors shall be held on such date no later than the first day of August during each fiscal year, as shall be fixed by the Board of Directors, at such time and place as may be designated in the notice of the meeting.

Section 5.09 Special Board Meetings. Special meetings of the Board of Directors may be held at any time on the call of the President or at the request, in writing, of a majority of the Directors. Special meetings of the Board of Directors may be held at such time and place as may be designated in the call for such meeting.

Section 5.10 Notice of Special Meetings. Notice of each special meeting shall be mailed or otherwise communicated to each Director at his/her residence or usual place of business, at least seven (7) days before the day on which the meeting is to be held. No such notice is required for conducting business if, at the meeting, all Directors are present.

Section 5.11 Quorum. 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.

Section 5.12 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 all of the Directors.

Section 5.13 Compensation of Directors. Directors shall not receive any direct compensation from EIRI for their service as Directors. This does not preclude any Director from serving EIRI. in any other capacity and receiving compensation in that capacity.

ARTICLE VI

OFFICERS

Section 6.01 Elected Officers. The elected Officers of EIRI hall be a President, a Vice President, a Secretary, to be elected biennially by the Active members at an annual business meeting. Each Officer shall hold office for a two (2) year term, until the next biennial election of the Officers or until his/her death, resignation or removal.

Section 6.02 Qualifications for Elected Officers. Only Active members of the EIRI are eligible to be elected as Officers.

Section 6.03 President. The President shall be the Chief Executive Officer of EIRI. and shall be responsible for all management functions. He/she 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 EIRI.

Section 6.04 Subordinate Officers. The Board of Directors may appoint such Scheduler, Referee In Chief, USA Hockey Representative, Controller and other Officers and such agents as the Board of Directors may determine, to hold office for such a period and with such authority and to perform such duties as the Board of Directors may determine from time to time.

Section 6.05 Vice President. There shall be one (1) Vice President who shall be responsible for such duties as are individually assigned to him/her by the President.

Section 6.06 Secretary. The Secretary shall:

a. Keep the minutes of the meeting of the regular members and of the Board of Directors;

b. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

c. Be custodian of the records and of the seal of EIRI and see that the seal is affixed to all documents of EIRI;

d. Have charge of membership records of EIRI, and

e. In general, perform all duties incident to the office of Secretary, and other such duties as are provided by these Bylaws and as from time to time are assigned to him/her by the Board of Directors or by the President of EIRI.

Section 6.07 Controller. The Controller, a subordanate officer, will:

a. Receive and be responsible for all funds of and securities owned or held by EIRI, and in connection therewith, keep full and accurate records and accounts for EIRI;

b. Deposit to the credit of EIRI 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;

c. Prepare the disbursement of the funds of EIRI. as may be properly authorized and submit to board for disbursement;

d. Render to the Board of Directors at any meeting, when asked, financial and other appropriate records of the condition of EIRI; and

e. In general, perform all the duties incident to the office of the Controller and other such duties as, from time to time, may be assigned by the Board of Directors or by the President of EIRI.

Section 6.08 Scheduler. A subordinate officer. Shouldn’t there be a job description here?

Section 6.09 Referee-in-Chief. The Referee-in-Chief shall be responsible for uniformity and strict interpretation of the rules, mechanics and techniques of good officiating before and during the season as a means of educating officials, coaches, players and others interested in the fundamentals of good officiating. Unless otherwise designated by the Board, the President shall also be a Referee-in-Chief.

Section 6.10 Compensation of Officers. Elected Officers shall not receive any
direct compensation from EIRI for their services as Officers. This does not preclude any
Officer from serving EIRI in any other capacity and receiving compensation in that capacity.

Section 6.11 Good Standing. An Active member in good standing is one who has met the meeting attendance requirements, timely paid the dues, passed the requisite tests, timely paid any fines, penalties and assessments, and has observed and complied with the Bylaws of EIRI and all other requirements established by EIRI.

ARTICLE VII

SPECIAL AND STANDING COMMITTEES

Section 7.01 Special Committees. The President, with the approval of the Board shall appoint such committees, subcommittees or task forces as are necessary and which are not in conflict with other provisions of the Bylaws, and the duties of any such committee shall be prescribed by the President with the approval of the Board.

Section 7.02 Ad Hoc Judicial Committee. The President shall have the authority to appoint three (3) members to serve as the ad hoc Judicial Committee. This Committee shall bear and decide all charges brought against any member. The Committee shall point one (1) of them to serve as Chairman. The members shall serve as needed pursuant to the same conditions as the other Officers.

ARTICLE VIII

BOOKS AND RECORDS

Section 8.01 Location. The books, accounts and records of EIRI may be kept at such place or places as the Board may, from time to time, determine.

Section 8.02 Inspection. The books, accounts and records of EIRI shall be open to inspection by any member of the Board at all times, and open to inspection by the Active members at such times, and subject to such regulations, as provided by statute.

Section 8.03 Corporation Seal. EIRI shall have a seal which shall be used as prescribed by law.

Section 8.04 Audit. The accounts of EIRI 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 and who shall provide a report to the Board and which shall also be provided to the Active members at the next annual meeting.

ARTICLE IX

DUES

Section 9.01 Annual Dues. The members may determine, from time to time, the amount of initiation fee, if any, annual dues payable by the classes of members of EIRI, the dates upon which payment is due and penalties for nonpayment or failure to pay in timely manner.

ARTICLE X

DISCIPLINE OF MEMBERS

Section 10.01 Grounds for Discipline. For failure to comply with these Bylaws, established authority or regulations of EIRI, 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 EIRI, a member may be fined, placed on probation or suspended from EIRI for not more than one (1) year, or may be expelled.

Section 10.02 Notification of Charges. A charged member shall receive notice of the charges against him/her, indicating the alleged violation with specific reference to the Bylaws provision, rule or regulation he/she allegedly violated, the specific alleged violative conduct, where and when the alleged violative conduct occurred and the person or entity who filed the change.

Section 10.03 Right of Hearing. A member charged with any violation shall have the right to be heard in person or by written statement made by him/her in his/her own defense before the Ad Hoc Judicial Committee. Such right shall be afforded prior to the imposition of any fine, penalty or any other disciplinary action. A member may seek a personal hearing if this is requested by that member within fourteen (14) days of the date of written notification to him/her of a violation, and if the request is made to the member who sent the notification. 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 but may not participate EIRI is notified at least three (3) days prior to the date of the hearing so it can have its legal counsel present. A written decision shall be made and sent to both parties within thirty (30) days of the hearing date. A majority vote of the members of the Judicial Committee shall determine its decision.

Section 10.04 Appeal. Any member suspended by the Ad Hoc Judicial Committee shall have the right of appeal to the Board by giving its President written notification within seven (7) days of the receipt of the Judicial Committee's decision. The Board shall decide the appeal on the record before the Ad Hoc Judicial Committee and on its review of any further written arguments to be submitted by both parties and received by the President no later than thirty (30) days before the date for oral argument. Legal counsel may not participate. A written decision shall then be made by majority vote of the Board and sent within sixty (60) days of the date on which oral argument was heard.

ARTICLE XI

INDEMNIFICATION

The question brought up about article XI at the meeting was, “how do we pay for this?”

Section 11.01 Civil or Criminal Proceeding. EIRI will indemnify any person who was or is a party or threatened to be made a party to any threatened pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of EIRI, by reason of the fact that he/she is or was a Director, Officer, or agent of EIRI, or is or was serving at the request of EIRI as a Director, Officer, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorney's fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit or proceeding, if he/she acted in good faith and in a manner he/she reasonable believed to be in or not opposed to the best interests of EIRI and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.

EIRI will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of EIRI. to procure a judgment in its favor by reason of the fact that he/she is or was a Director, Officer, employee, or agent of EIRI or is or was serving at the request of EIRI as a Director, Officer, or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorney's fees actually and reasonably incurred by him/her in connection with the defense or settlement of the action or suit if he/she acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of EIRI; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to EIRI unless and only to the extent that the court in which the action or suit was brought determines upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

To the extent that a Director, Officer, or agent of EIRI has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses, including attorney's fees, actually and reasonably incurred by him/her in connection with the action, suit or proceeding.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaws, agreement, vote of or disinterested Directors, or otherwise, both as to action in his/her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, Officer, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 11.02 Determination of Indemnification. Any indemnification under either of the first two paragraphs of this Article, unless ordered by a court, shall be made by EIRI only as authorized in the specific case upon a determination that indemnification of the Director, Officer, or agent is proper in the circumstances because he/she has met the applicable standard of conduct set forth in this Article. Such determination shall be made by the Board of Directors of EIRI by a majority vote of the quorum of Directors who were not parties to the action, suit or proceeding or, if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or by the stockholders of EIRI.

Section 11.03 Attorney's Fees and Legal Expenses. Attorney's fees and legal expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by EIRI in advance of the final disposition of the action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Director, Officer, or agent to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified by EIRI.

Section 11.04 Insurance. EIRI may purchase and maintain insurance on behalf of any person who is or was a Director, Officer, or agent of EIRI, or is or was serving at the request of EIRI as a Director, Officer, or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not EIRI would have the power to indemnify him/her against such liability under the provisions of this Article.

ARTICLE XII

MISCELLANEOUS PROVISIONS

Section 12.01 Fiscal Year. The fiscal year of EIRI shall end on the last day of June, in each year.

Section 12.02 Depositories. The Board and an Officer designated by the Board shall appoint banks, trust companies or other depositories in which shall be deposited, from time to time, the money or securities of EIRI.

Section 12.03 Checks. Drafts and Notes. All checks, drafts or other orders for the payment of money and all notes or other evidence of indebtedness issued in the name of EIRI shall be assigned by such Officer(s) or agent(s) as shall, from time to time, be designated by resolution of the Board or by an Officer appointed by the Board.

Section 12.04 Contracts and Other Instruments. Except as otherwise provided in these Bylaws, the Board 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 EIRI and such authority may be general or confined to specific instances.

Section 12.05 Gifts. The Board may accept, on behalf of EIRI, any contribution, gift, bequest or device for the general purposes or for any specific purpose of EIRI.

Section 12.06 Status of Members. All members of EIRI are independent contractors in their officiating capacities and not employees of EIRI, or of any Officer of EIRI, or of any other person or entity for whom the members work as officials. All members of EIRI recognize this status and understand that neither EIRI, nor its Officers, are employers, and therefore, the members may not collect workers' compensation benefits from EIRI or any person or entity for injuries sustained while officiating.

Section 12.07 Legal Counsel. The legal counsel to EIRI may be designated and changed from time to time by majority vote of the Board.

Section 12.08 Amendments. These Bylaws may be amended or repealed by a two-thirds (2/3) vote of the Active members in good standing present at any regular business meeting of EIRI. duly called and regularly held, notice of such proposed changes having been sent in writing to the Active members at least thirty (30) days before such meeting. Amendments may be proposed by the Board on its own initiative or upon petition of any twenty-five (25) Active members which shall be addressed and delivered to the Board. All such proposed amendments shall be presented by the Board to the Active members with or without recommendation.

CERTIFICATION

Thereby certify these to be the true and correct Bylaws of Erie Ice Referees Inc., entered into and accepted this______ day of___________________, 2006.

_______________________________________

______________________________, Secretary