Bylaws
(A Non-Profit Organization)
Draft May 24, 2010 /
Article I.Name, Purpose and Definitions
Section 1.01Name
This organization shall be known as the Rugby Club Name (RCN), hereinafter referred to as the “Club".
Section 1.02Purpose
The Club is conceived, established and maintained for the following purposes:
(a)To develop and maintain a strong, well organized and enduring rugby program for youth of all ages, sexes and socio-economic status, and to provide an opportunity to participate in a positive, rewarding and safe athletic environment.
(b)To promote and maintain the ideals of strong character, good sportsmanship, leadership, good citizenship, fair play and camaraderie between all Players, coaches, referees and spectators.
(c)To promote and represent rugby in a positive, legitimate and professional manner and represent the Clubs interests when dealing with the, the governing body for youth rugby in Northern California, as well as USA Rugby, regional, state, national or international rugby organizations and their affiliates, and the public.
(d)To act as the organizational and representative body for all inter-Conferenceand intra-Conference events, competition, disciplinary and High Performance (All-Star) activities in Northern California and to represent all Club interests directly to NCYRA.
(e)The Association was formed exclusively to foster amateur sports competition within the meaning of the Internal Revenue Service Section 501c3.
Section 1.03Definitions
(a)“Northern California Youth Rugby Association” or “NCYRA” shall mean the generally accepted governing body over youth rugby in Northern California.
(b)USA Rugby” shall mean the generally accepted and internationally recognized governing body for rugby in the United States of America.
(c)“Divisions” shall refer to the specific group age, sex and/or school level, as determined by the NCYRA, and will typically be broken into two (2) year increments, such as U-8, U-10, U-12, and thereafter by years in school, such as Junior High, Junior Varsity (or Frosh/Soph), Varsity B and Varsity A.
(d)“Conference” shall refer to a specific group of Teams within the same Division. A Conference is defined by the following criteria:
(i)No less than five (5) duly registered Teams or more than twelve (12) duly registered Teams in good standing with NCYRA and USA Rugby, and which participate in a regularly planned and mandatory season game schedule.
(ii)Must have and adopt appropriate Bylaws that are in conformance with, subordinate to and no less restrictive than the NCYRA Bylaws and those of USA Rugby.
(iii)Must adhere and abide by all rules, regulations, requirements, polices, rulings and determinations of the NCYRA and USA Rugby or be subject to sanctioning or disassociation.
(e)The “Club” shall mean the organization and/or corporation that is centrally and contiguously geographically based and is comprised of one or more Teams. The Club must be registered and in good standing with its respective Conferences, the NCYRA and USA Rugby. The Club can encompass and/or represent one or more schools within the geographic area.
(f)“Team” shall mean a group of no less than twenty (20) Players in a specific Division and at least one USA Rugby Certified and registered coach. A Team must also be in good standing with their respective Conferences, the NCYRA and USA Rugby. For age groups younger than Junior High, the Board may adopt a lesser number of Player requirements.
(g)“Player” shall mean an individual who meets the following criteria:
(i)Age and school level appropriate for their playing Division.
(ii)Attending fulltime and in good standing with the appropriate schools (or home schooled) as dictated by the Division.
(iii)Registered appropriately and in good standing with their respectiveConference, NCYRA and USA Rugby.
(iv)Have and maintain an NCYRAPlayer Card.
(h)“NCYRAPlayer Card” shall mean the required Player document, as determined by the NCYRA, which must be presented prior to any and all sanctioned NCYRA events, including but not limited to matches, tournaments and tours, otherwise participation is strictly prohibited.
(i)“Referee Society” shall mean the current governing body dedicated to enlisting, educating and providing USA Certified referees for sanctioned NCYRA events, including but not limited to matches and tournaments.
(j)“Eligible Voters” shall mean the Directors, Officers and a maximum of one 18 year old, or older, representative for each current Player, including parents, siblings or guardians. Each individual has only one (1) vote regardless of the Director, Officer or representative position.
Article II.Board of Directors and Officers
Section 2.01Board of Directors
(a)There shall be seven (7) Board of Directors, hereinafter referred to as “Directors”.
(b)The Board Members shall be elected and serve for no more than a three (3) year term. A three-year term limit is placed on all Board position unless there is no contest for that position and the Board agrees to the extension of that position and or person.
(c)Board Member positions shall be staggered, for example two (2) Board Members will be voted on in two subsequent years and three (3) the following year. The initial Board Members will all be voted in simultaneously and terms will be agreed upon.
(d)The governing of The Club shall be under the supervision of the President and the Board. The Board shall include the President, Vice-President, Secretary, Treasurer, Head Coach, Head Trainer, and Parent/Alumni Club Chairman.These Board Members maintain all voting authority for the duration of their position.
(e)Additional positions and officers can be appointed by the President as needed but will not have any voting authority. Those positions can include, but are not limited to:
(i)Registrar – Shall be responsible for insuring the proper registration of players and teams according to the requirements set forth by the NCYRA. The Registrar shall serve as the league coordinator, depending upon availability of the President. The Registrar shall be a member of the Management Committee.
(ii)Head Referee – Shall recruit, train and develop referees in accordance with the policies and procedures of the Referee Society; work to monitor, evaluate, and make recommendations for the development and appropriateness of each referee.
(iii)Fields & Equipment Officer – Shall work with the City of Dixon to secure and reserve the use of rugby fields for training session, practices, practice games, league games and tournaments; monitor the equipment needs of the Club, including all balls, ball bags, hitting bags, flags or cones for practices, scrum machine, goal posts and field marking paint; organize volunteers for marking and painting all fields prior to all home matches. The Field & Equipment Officer shall be a member of the Management Committee.
(iv)Public Relations Officer – Shall organize and arrange all announcements for public media, including radio, television, website and newspaper, and keep meeting information up to date as to location and time of events; lead, organize and coordinate the writing and distribution of the monthly, bi-monthly or quarterly newsletters. The Public Relations Officer shall be the Chairperson of the Public Relation Committee.
(v)Fundraising Chairman – Shall lead, organize and coordinate all fundraising activities; work with all teams that need or want ideas to help with team expenses. The Fundraising Chairman shall be the Chairman of the Fundraising Committee.
(vi)Social Chairman – Shall lead, coordinate and organize all social events and shall work in conjunction and cooperation with the Parent/Alumni Club Chairman. The Social Chairman shall be the Chairman of the Social Committee.
(vii)Competition Coordinator – Assist the President in yearly planning of activities as related to all pre, post and during the season activities, which include, but are not limited to: practice matches, league matches, tournaments, tours and regional and national selection events. The Competition Coordinator shall be part of the Management Committee.
(viii)Snack Bar Officer – Shall organize all purchases, including all snacks and refreshments for the snack bar. Track and record of all sales at the snack bar; track all income and expenses for the snack bar; organize with local businesses for donations of snack bar merchandise. The Snack Bar Officer shall be a member of the Social Committee.
Section 2.02Officers
There shall be four (4) elected Officers of the Club: a President, Vice President, Secretary and Treasurer. The Officers must be Board Members and must be elected by the Board. The Officers shall run the day-to-day operations of the Association. Once elected the Officers shall have the same voting rights and privileges as the Directors, and shall have no more than one (1) vote. Officers must be elected annually.
(a)President – Shall conduct all meetings of the Board. The President shall act in an impartial, respectful and responsible manner in all dealings. The President shall represent the Association in all matters of public interest and also be the spokesperson for the organization, or so delegate that authority to a person of his or her choosing. The President shall be the primary representative and contact for all dealings with the NCYRA,or so delegate that authority to a person of his or her choosing. The President shall appoint a Chairperson and Vice Chairperson to all Committees. The President shall be the primary manager and supervisor of any employees or management company.
(b)Vice President – Shall succeed to the powers of the President in the President’s absence and shall assume any duties of the President during such absence.
(c)Secretary – Shall keep an accurate record of all meetings, handle all correspondence, give internal notice of any meetings and maintain the files of the Association.
(d)Treasurer – Shall give a receipt for all monies to the Board, which shall be deposited in a recognized bank in the name of the Association. All accounts shall be paid by check and shall bear two (2) signatures; that of the Treasurer, President, Vice President or Secretary. The receipt book and vouchers shall be produced when required by the Board, properly balanced according to the bank statement, which is up to date, and must be easily auditable. The Treasurer shall be the Chairperson for the Budget Committee.
(e)Executive Director - The Executive Director, if any, shall not be considered an Officer, and shall be an ex-officio and an at-will employee of the Association and subject to the following:
(i)Be subject to the supervisory powers of the Board and the Officers.
(ii)Be the Chief Executive Officer of the Club responsible by the day-to-day management functions.
(iii)Manage and direct the activities of the Club as prescribed by the Officers and Board and approved by the Board when necessary.
(iv)Serve as a non-voting ex-officio Member of the Board and all Committees.
(v)Employ any other employees of the Club which the Board deems necessary to carry on the work of the Club, and fix their compensation within the approved budget of the Club.
(vi)The Officers may terminate the Executive Director only after consultation with the Board.
(vii) Define the duties of other employees, if any, establish their titles, and supervise their performance.
(viii)Not accept any outside employment without the expressed approval of the Board.
(ix)Subject to the general oversight of the Officers and perform all duties delegated by the Officers.
(x)Perform any other powers and duties as may be authorized or required by the Board.
Article III.The Board of Directors’ Duties
(a)The governing of the Club shall be under the supervision of the Board.
(b)All matters concerning the operation of the Club shall be decided by a vote of the Board, and no motion shall be carried without a quorum at one of the meetings as laid out in the heading “Meetings”, under subsection“Quorum”
(c)At aBoard Meeting to be held in the month of May or June, the Board shall elect a Representative Nominating Committee for the purpose of selecting nominees for the elective offices at the Annual General Meeting (AGM) to be held in August or September. The election committee shall be representatives from the Board or from the Eligible Voters of the Club.
(d)If more than one member is nominated, elections will be done by written ballot at the AGM by the Eligible Voters.
(e)Election will be by a majority vote of the Eligible Voters in attendance at the AGM. In the event of a tie, the Chairperson of the Nominating Committee will cast the deciding ballot.
(f)An individual can hold only one (1) Board Member position, but can hold multiple non-voting officer positions in addition to the Board position.
(g)If any vacancy occurs on the Board by death, resignation, or otherwise, it may be filled by a majority vote of the remaining officers at any Board Meeting or any Special meeting called.
(h)Voting by proxy is not allowed.
(i)If a member of the Board is absent without cause for two (2) successive regular Board Meetings or with or without cause from more than three (3) regular Board Meetings in a year period, the office becomes vacant automatically.
(j)A member is not considered absent without cause if his/her absence is due to illness or unavoidable circumstances and the member gives the President or Secretary notice before the date of the meeting that he/she will be absent and gives the reason for the absence.
(k)Directors and Officers maintain all voting authority for the duration of their position.
(l)Additional positions and Officers can be appointed by the President as needed but will not have any voting authority.
(m)The Board has the prerogative and authority to employ, retain and terminate an individual or management firm to administer the day-to-day activities of the Club. If an individual is retained for such purpose, he or she shall be someone who is not a Director, and may be known as the “Executive Director.” The Board may also employ, retain, or authorize the employment of such other employees independent contractors, agents, accountants, and legal counsel as it from time to time deems necessary or advisable in the interest of the Club, prescribe their duties and fix their compensation. On a day-to-day basis the employed individuals or management firm will be under the general authority and guidance of the Officers.
(n)All matters concerning the operation of the Club shall be decided by a vote of the Board, and no motion shall be carried without a quorum at one of the meetings as laid out in the heading “Meetings”, under subsection “Quorum”.
(o)A Director may participate in a meeting through use of Conference telephone, electronic video screen, or other communications equipment. Participation in a meeting through use of Conference telephone, electronic video screen communication or other communications equipment constitutes presence in person at that meeting as long as all the Directors participating in the meeting are able to hear one anotherconcurrently and each Director is provided the means of participating in all matters before the Board including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the Board.
Article IV.Committees
Section 4.01Committee Definition
There will be several Standing Committees of the Club, in order to efficiently perform regular duties and activities necessary for the general function and well being of the Club. There also may, from time to time, be the need for Ad-Hoc Committees as determined by the President or at the reasonable request of the Board. A Committee Chairperson does not necessarily have to be a Director. A Chairperson shall be appointed by the President for a one year term at the Annual General Meeting.
Section 4.02Standing Committees
Standing Committees shall include, but not be limited to the following
(a)Management Committee – Shall be responsible for coordinating and organizing all season and/or playoff games, practice fields, lights, equipment purchases, tours, tournaments, City or Park District coordination and relations, etc.
(b)Budget / Finance Committee – Shall assist Committees and develop the Clubs budget proposals and reports to the Board. The Treasurer shall be the Chairperson of this Committee.
(c)Public Relations Committee – Shall be responsible for actively engaging in positive and productive public outreach and information to benefit the Club.
(d)Social Committee – Shall be responsible for organizing, coordinating and providing post-game socials for visiting Teams and Clubs.
(e)Fundraising Committee – Shall be responsible for providing direction, leadership, coordination and organization for all fundraising activities, including, but not limited to corporate solicitations, raffles, fundraising events, etc.
Article V.Meetings
Section 5.01Annual General Meeting (AGM)
(a)The Club’s AGM shall be held in the month of August or September.