BY-LAWS AND CONSTITUTION
MEMBERSHIP The membership of the Corporation shall be the subscribers of the Certificate of Incorporation, all corporations, associations, and other organizations that were members of the Corporation's predecessor unincorporated, Eastern Pennsylvania Rugby Football Union (EPRU), Potomac Rugby Football Union (PRU) and the Virginia Rugby Football Union (VRU) immediately prior to incorporation, and such additional members as shall be admitted from time to time as provided in the section titled ADMISSION.
The membership shall be as follows:
Local Union Members Any corporation, association, or other organization admitted to membership, which is within the Mid Atlantic States of the United States and is engaged in the administration, supervision and direction of Rugby Football Union clubs and is in such local geographical area as determined from time to time by the Board of Directors of the Corporation, which has as members only bona fide Rugby Clubs and which agrees, and whose member clubs agree, to be subject to the authority of the Corporation and to conform to the Certificate of Incorporation and these By-Laws, the Laws of the Game, the Laws of the United States of America Rugby Football Union (USARFU), the Rules as to Professionalism and the Rules as to Tours as adopted from time to time by the Corporation shall be a member of the Corporation. Local Union Members shall have the right to vote through their duly elected/appointed Directors.
Referees Society Members Any corporation, association, or organization admitted to membership, which is engaged in the Mid Atlantic States of the United States in administering, supervising and directing the activities of, and establishing the qualifications of Rugby referees and which agrees to be subject to the authority of the Corporation and to conform to the Certificate of Incorporation, these By-laws, the Laws of the Game, the Laws of the United States of America Rugby Football Union (USARFU), the Rules as to Professionalism and the Rules as to Tours as adopted from time to time by the Corporation, shall be a member of the Corporation. Referees Society Members shall not be required to pay contributions. Representatives of the Referee Society members may attend meetings of members, but shall not have the right to vote.
CONTRIBUTION Local Union Members shall make contributions to the Corporation for its expenses in such amounts as may be determined by the Board of Directors from time to time.
ADMISSION Any corporation, association, or other organization meeting the qualifications for any one of the classes of membership set forth under section entitled MEMBERSHIP hereof may apply to become a member by submitting a written application, sponsored by four members entitled to vote, which briefly describes its past activities with respect to Rugby and which contains an agreement to be bound by the Certificate of Incorporation of the Corporation, these By-Laws, the Laws of the Game, the Laws of the United States of America Rugby Football Union (USARFU), the Rules as to Professionalism and the Rules as to Tours as adopted by the Corporation from time to time. In ruling upon applications for membership, the Board shall consider the following factors: the number of its bona fide member clubs, it geographical and other relations to other unions, its financial stability, its organizational capabilities, its status as a duly constituted body representative of its members, and its approach to Rugby traditions. Approval by a three-fourths majority vote of the Board of Directors or Executive Committee shall elect an applicant to membership.
VOLUNTARY WITHDRAWAL Any member may withdraw from the Corporation at any time by so notifying the President or Secretary in writing provided, however, a Local Union may not withdraw unless such withdrawal has been approved by a vote of not less than three-fourths of its members entitled to vote. Unless otherwise specified in the notice of withdrawal, such withdrawal shall take effect upon the delivery of such notice, except that such member shall continue to be liable for financial obligations to the Corporation accrued through the end of the Corporation's then current fiscal year.
TERMINATION The membership in the Corporation of any member shall terminate forthwith upon its ceasing to satisfy the requirements of its class of membership under the section entitled named MEMBERSHIP or upon the adoption of a resolution by the Board of Directors terminating such membership for cause, except that such member shall continue to be liable for financial obligations to the Corporation accrued or accruing through the end of the Corporation's then current fiscal year.
ANNUAL MEETING The Annual General Meeting of the Corporation for the election of officers and USARFU directors and for the transaction of such other business as may properly come before such meeting shall be held on such day in December of the current year or January of the immediately succeeding year as may be designated by the Board of Directors or, if no such designation is made, on the second Sunday in January.
SPECIAL MEETINGS Special meetings of the Board of Directors may be called at any time by order of the Board of Directors, or the President, who shall give written notice thereof to the Secretary.
PLACE AND TIME Each Annual General Meeting of the Members, which shall also be the Annual General Meeting of the Board of Directors, shall be held at the place and time specified in the notice or waiver of notice thereof. At least two other meetings shall be held during the calendar year at a time and place to be determined by the Board of Directors.
NOTICE OF MEETINGS Notice of each meeting of the members shall be mailed to each member at its address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the scheduled date of such meeting. Each such notice shall state the purpose or purposes for which the meeting is called, the time and place thereof and, if such notice shall be a notice of a special meeting, by whose order the meeting was called. No notice of any meeting need be given, however, to any member who waives notice thereof in writing before or after such meeting, and no notice need be given of any adjourned meeting of the members. Any business may be transacted at any adjourned meeting which might have been transacted at the meeting as originally scheduled.
QUORUM A majority of the members or of the Directors, as the case may be, shall constitute a quorum at any meeting of the Members or Directors respectively, but any number less than a quorum may adjourn a meeting.
VOTING Each Local Union Member shall be entitled to three (3) votes. Each Executive Committee member shall be entitled to one (1) vote. All votes must be made in person and not by proxy. Votes on the budget, the election of officers and USA Directors will be based on the number of Full Members declared by that Member. All other issues will be one vote per Director and one vote per Executive Committee member.
REPRESENTATION AT MEETINGS Each Local Union Member shall be represented by three (3) duly elected/appointed Directors. In the absence of such Director(s) a Member may be represented by a duly elected/appointed representative. Any alternate representative requires a seven (7) day written notice to the Secretary in order to cast a vote at any meeting.
NOMINATION No person may be elected as an officer unless he shall have been nominated in writing by a member entitled to vote and such nomination shall have been received by the Secretary of the Corporation not less than thirty days prior to the day on which the election is to be held, provided however, the foregoing provision shall not apply to a person elected to fill a vacancy in an office for the remainder of an unexpired term. A list of the persons so nominated for election as an officer shall be mailed/faxed to each member by the Corporation not less than fifteen days prior to the day on which the election is to be held.
QUALIFICATIONS OF DIRECTORS Each director shall be an individual at least 21 years of age and shall be a bona fide member in good standing of one of the Local Union Members and USARFU.
REMOVAL Any director may be removed at any time for cause by vote of a majority of the Local Union Members entitled to vote. The vote for removal shall be given at a special meeting of the Members entitled to vote thereon. If a Local Union pursuant to its by-laws removes or replaces its directors during a term, it must notify the Secretary in writing at least one week prior to the meeting at which the replacement will become effective.
POWERS The activities, affairs and property of the Corporation shall be managed, directed, and controlled by the Board of Directors, except as otherwise provided by statute or by these By-Laws. The Board of Directors shall have the power to impose disciplinary action upon any member, player, official or member of a club for infringement of any By-Law of the Game or Rules as to Professionalism or for any conduct which, in the opinion of the Board of Directors, is prejudicial to the interest of the Corporation or of the game of Rugby Football.
GOVERN The Corporation shall be an organization exercising powers to govern Rugby Union Football among its Members.
INITIATE The Corporation shall have powers to initiate: articulation of policy, fund raising and sponsorship programs, publicity and public relations, dissemination of information and distribution of educational material, and selection and training of All-Star teams.
DESIGNATION The officers of the Corporation shall consist of the President, Vice President, Secretary, Treasurer, Director-at-Large and such other officers as the Board of Directors may from time to time elect.
ELIGIBILITY AND ELECTION Officers shall be elected from among the members of the Board of Directors or the general population and must meet the qualifications as noted under QUALIFICATIONS OF DIRECTORS. Not more than two (2) officers may be elected from the same Member. Any officer not re-elected to the Board of Directors by his or her Member shall be allowed to complete their full term of office unless removed in accordance with REMOVAL.
RESIGNATION Any officer may resign at any time by delivering a written resignation to the President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon such delivery.
REMOVAL Any officer may be removed by the Board of Directors at any time for cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal will require a three-fourths majority vote of the Board of Directors.
VACANCIES Any vacancy in any office may be filled by the Board of Directors at any time for the unexpired portion of the term.
POWERS AND DUTIES The officers of the Corporation shall have such powers and duties, except as may be modified by the Board of Directors, as generally pertain to their respective offices and such other powers and duties as from time to time may be prescribed by the Board of Directors. Any officer may be required by the Board of Directors to give bond for the faithful discharge of his duties in such form and amount and with such surety as the Board of Directors may determine. In furtherance and not in limitation of the generality of the foregoing and subject to the directions of the Board of Directors, the powers and duties of the respective officers shall be as follows:
President The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board of Directors and Executive Committee. The President shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers and agents and shall cause all orders and resolutions of the Board of Directors and the Executive Committee to be carried into effect. The President may sign any contract or other instrument authorized by the Board of Directors or the Executive Committee.
Vice President In case of the absence or disability of the President, the Vice President shall perform the duties and exercise the powers of the President. The Vice President shall perform such duties and have such powers as shall be assigned by the President or the Board of Directors.
Secretary The Secretary shall:
Have custody of the current records and documents of the Corporation and responsibility for all records and documents, which shall at all reasonable times be open to inspection by any director;
Have custody of the seal of the Corporation and affix such seal to any contract or other instrument when so authorized or directed;
Cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by statute;
Keep the minutes of all meetings of the Board of Directors and the Executive Committee and distribute in a timely fashion;
Keep and publish the names and addresses of the directors and officers.
Treasurer The Treasurer shall:
Have care and custody of funds and securities and of the financial records of the Corporation;
Deposit all monies received for the Corporation in such banks, trust companies, or other depositories as from time to time may be designated by the Board of Directors;
Have charge of the disbursements of the funds of the Corporation in accordance with the Board of Directors;
Keep correct and complete records of account including a record of receipts and disbursements of the Corporation which shall at all reasonable times be open to inspection of any director;
Render to the Board of Directors whenever requested, a report of the financial condition and operation of the Corporation; and,
Prepare a budget for the coming fiscal year; the proposed budget must be submitted at least ninety (90) days prior to the meeting at which the budget is to be voted on. Failure to submit a proposed budget will require submission of the prior year's budget.
POSITION The Corporation shall fill each of the representative positions to the Board of Directors of the United States of America Rugby Football Union as opportunities are provided by USARFU.
ELECTION & TERM OF OFFICE USA Directors shall be elected at the Annual General Meeting. Each Local Union Member shall nominate one candidate from among their members. The procedure will be the same as under NOMINATION. Each USA Director shall hold office for one year and until their successor shall have been elected or until death, resignation or removal, whichever shall occur first.
QUALIFICATIONS Each USARFU Director must be at least 21 years of age and shall be a member in good standing of USARFU.
VACANCIES The Board of Directors shall fill the unexpired term of any director created by the death, removal, disability, or resignation of the director.
RESIGNATION Any USA Director may resign at any time by delivering a written resignation to the President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.
REMOVAL Any USARFU Director may be removed by the Board of Directors at any time for cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal will require a three-fourths majority vote of the Board of Directors.
The President and Board of Directors shall be authorized from time to time to appoint committees. Any committee created by the Board of Directors or President shall be advisory only unless otherwise directed by the Board of Directors.
FINANCIAL AFFAIRS The Board of Directors shall be authorized to assess dues and fees as may be necessary for the operation of the Corporation. The annual budget of the Corporation shall be adopted by the Board of Directors. The total of the budget and the assessments of the Local Union Members so adopted may be altered or modified only by a subsequent vote of the members at a meeting called for that purpose.
DELINQUENCY Failure to pay dues and fees as assessed will result in suspension of voting privileges during the period of delinquency.
FISCAL YEAR Commencing January 1, 1995, the fiscal year of the Corporation shall be the calendar year.
There shall be an Executive Committee of the Board of Directors composed of the President, Vice President, Secretary, Treasurer and Director-at-Large. The Executive Committee functions at intervals between meetings of the Board of Directors and exercises all powers of the Board of Directors except the power to establish policies, powers reserved by law to the Board of Directors or the Members, and such powers as the Board of Directors from time to time specifically reserve to itself. Subject to control by the Board of Directors, the Executive Committee may fix its own rules of procedure but all matters, unless otherwise required by law, shall be decided by a majority of the votes entitled to be cast by the directors present and not less than three members shall constitute a quorum for the transaction of business.
COMPENSATION OF DIRECTORS, OFFICERS No employee or representative of any member and no officer or director of the Corporation as such shall receive compensation from the Corporation, but the Board of Directors may authorize the payment by the Corporation of the reasonable expenses incurred by such officers or directors in the performance of their duties.
APPROVAL All outgoing and incoming tours by any Local Union Member and/or any Rugby club must be approved by the Corporation. All tours will be conducted within the tour rules of the Corporation and USARFU as they are formulated.
TRANSFERS Clubs who wish to transfer to another Local Union Member must receive approval, in writing, from both the Local Union Member they wish to leave and the Local Union Member they wish to join. Failure to receive written approval from both Local Union Members will automatically negate the transfer.
AMENDMENTS These By-Laws may be amended or repealed and new By-Laws may be made by vote of three-fourths of the votes entitled to be cast by Local Union Members of the Corporation.
August 7, 1994
Revised November 6, 1996
Revised January 17, 2010 (change Past President position to Director-at-Large.)