White Horse Rugby Football Club, Inc.
By-Laws
1.
NAME
1.1.
This organization shall be incorporated as
“White Horse Rugby Football Club,
Inc.”
1.2.
Hereinafter it shall also be known by
“WHRFC” or “White Horse RFC”.
2. PURPOSE AND STATUS
2.1.
The purpose of this organization shall be the
promotion of amateur athletics especially through education and community
awareness of the game of Rugby Football.
WHRFC encourages every player, coach and referee to develop their
abilities and knowledge of the game to their fullest potential. We encourage
community involvement and participation in all of our events.
3. CLUB MEMBERSHIP
3.1.
Types: The categories of membership in the club
shall be: active member, student member, social member, and lifetime member.
3.2.
Active membership: Any person, including
officers, who intends to actively play in the season’s fixtures and has
paid full dues by the season’s third match. Arrangements may be made with
the officers of the club regarding payment installments.
3.2.1.
Any person that pays dues with the intention of
actively playing, but is injured, relocates, or can no longer participate due
to extenuating circumstances (family or work) will still be recognized as an
active member for the duration of the season.
3.2.2.
In addition, a non-playing member, who has
previously actively played for the club for at least one season, can also be
deemed an active member, with all rights and privileges, through ongoing active
service to the club in addition to paying full, active member dues.
3.3.
Student Membership: Any active player, who is
enrolled in an accredited degree program, is eligible for student membership. A
student member would have all the rights and responsibilities of an active
player, however would only be assessed dues constituting seventy five percent
of those of active membership. This amount may be rounded to the nearest whole
amount by a vote of the elected officers.
3.4.
Social Membership: Any person paying an amount
constituting approximately half of the active membership dues for a given
season shall be considered a social member. Social members have the right to
order and wear the same WHRFC team wear as active members, and will have other
benefits as determined each season by the elected officers. This amount may be rounded to the
nearest whole amount by a vote of the elected officers. Social members have no
voting rights.
3.5.
Lifetime membership: An honorary membership.
This membership is considered a club honor reserved for those selected by the
current elected officers as deserving of the award through service to the club.
A lifetime member would pay no dues unless they are also active. If active,
dues would be an amount constituting one half of the active membership dues for
a given season. A lifetime member will have voting rights only when active.
4.
LAWS OF THE GAME
4.1.
The “Laws of the Game” as authorized
by the United States of America Rugby Union (hereinafter also known as USA
Rugby), the Eastern Pennsylvania Rugby Union (hereinafter also known as the
EPRU), and the International
5.
OFFICERS OF THE CLUB
5.1.
The club will have the following officers:
President, Treasurer, and Secretary.
These officers shall be nominated from the voting membership of the club
and selected during the annual meeting. They will serve one-year terms of
office. There is no limit to how many times a person may hold office if they
meet eligibility requirements and are voted in by the active membership. Any
officer may succeed himself at any office. Any elected officer of the club may
be removed from office by three-quarters vote of the full membership of the
club. Any applications to remove an officer must be made through the president
of the club.
5.2.
President: The President will have the
responsibility of ensuring that all club affairs are being handled properly. He
will ensure that all club officers are fulfilling their responsibilities. Club officers will report to the
President to assist in this role. The President is responsible for securing
practice and playing facilities. It is within the power of the president to
appoint any member of the club as an EPRU delegate, to an organizational
position, or to create a committee to do the same. Any committee or person appointed that
will be involved in the collection of cash or other club receivables, must be
approved by all current elected officers.
5.3.
Treasurer: The Treasurer is responsible for the
collection of club membership dues, fundraising funds, donations, merchandise sales
proceeds, and for the disbursement of funds to cover the operating expenses of
the club. He is responsible for keeping accurate records of all expenses,
receipts, accounts payable and receivable. He will submit a list of eligible
voting members and prepare and present a club budget to all officers prior to
the start of each season. The
budget will be reviewed and approved by all current elected officers and dates
of action will be determined and agreed upon as possible. Any expense under
$500 must be approved at least verbally by both the Treasurer and the
President. Any expense in excess of $500 requires the written approval of all
current elected club officers. The Treasurer shall report all current
transactions and expenses to the President to facilitate meeting his
responsibilities as laid out in 5.2.
5.4.
Secretary: Shall keep and publish minutes of all
club and board meetings and be responsible for all club correspondence. The Secretary may also
take on the additional position of Match Secretary, The Secretary reports all
current activities to the president to facilitate meeting his responsibilities
as laid out in 5.2
6.
VACANCIES
6.1.
If the office of President of WHRFC becomes
vacant for any reason, the
Treasurer and Secretary
share the role of President in the manner described
above. A general election
will be held within one week to fill this vacancy for the balance of the term.
6.2.
If the office of Treasurer or Secretary becomes
vacant for any reason, the remaining officers would share this role in the
manner described above. A general election will be held within one week to fill
this vacancy for the balance of the term.
7.
RESTRICTIONS
7.1.
No club officer may receive compensation, except
for reimbursement of approved expenses, for services as an officer.
7.2.
In the case of the team being disbanded or
ceasing operation, all club assets are to be distributed equally to an approved
charity or charities, or to another 501C3 organization as determined by an agreement
of all current elected officers.
8. ELECTIONS
8.1.
The above mentioned positions of club officer
shall be elected by a simple majority of the active membership of the club.
8.2.
The election process should occur within a two
week period following the final match of the fall season to correspond with
club elections throughout the EPRU.
8.3.
Anyone running for office must first be
nominated and then seconded by someone other than themselves. They must then
accept this nomination to move forward in the election process. Incumbent
officers may nominate themselves for the same positions they currently hold.
8.4.
If there are no opposing candidates, the
nominated officers will assume their roles on the date of the election.
9. VOTING
9.1.
Votes are to be cast by active members only,
including the current officers. Only one vote may be placed per individual for
each position open.
9.2.
Votes will be accepted by e-mail or by ballot at
the scheduled annual meeting.
9.3.
E-mail votes must be sent to an e-mail address
set up specifically for this purpose and easily accessed by all of the current
elected officers. E-mail votes will
be accepted up until 5pm on the day of the election. Copies of these e-mails must
be made available at the election to ensure accurate reporting of results.
10. APPOINTMENTS
10.1.
EPRU Delegate: The EPRU Delegate shall be
appointed by the president.
The delegate will then
need to be approved by all current elected officers (if not an officer). The
delegate will attend EPRU meetings as a representative of WHRFC; vote on behalf
of WHRFC; and report back to the current elected officers all pertinent
information from this meeting.
Alternatively, the President may choose to act in this role.
10.2.
Match Secretary: The Match Secretary is responsible
for ensuring that each season is complete and that matches are scheduled well
in advance. He will confirm all matches (home and away) and determine (if
possible) if there will also be a B side game. He is responsible for obtaining
referees for home games, and informing the Treasurer of the referee fee. All
tournaments scheduled that require a fee, must be approved by the President and
Treasurer. The Match Secretary reports to the President. The Secretary may also
serve as Match Secretary if appointed.
10.3.
Manager: The position of team Manager may be
established to facilitate the day to day workings of the club.
10.4.
The President may appoint members or committees
to fulfill certain tasks or roles. Approval by all current elected officers is
only required if this person will be collecting cash or other club receivables.
11. SPECIAL COMMITTEES
11.1.
The President of WHRFC may establish special
committees, appoint the members and chairman of each of those committees and prescribe
the responsibilities of each. Approval is required by all current elected
officers only if the committee will be involved in the collection of cash or
other club receivables.
12. ACCOUNTS, BOOKS, AND RECORDS
12.1.
WHRFC shall maintain adequate and correct
accounts, books and record of its business and properties. All of these accounts, books and records
shall be kept by the treasurer. The president will be listed as a co-signer
with the treasurer on the club’s bank account, and will receive duplicate
records of same.
12.2.
All accounts, books and records of WHRFC are
open for inspection by all members of WHRFC in the manner provided for by the
Pennsylvania Nonprofit Corporation Laws.
13. INDEMINIFICATION
13.1.
WHRFC shall indemnify each of its present or
former directors, officers, employees or official representatives or any person
who is or was serving another entity in any capacity at the request of WHRFC,
against all expenses actually and reasonably incurred by the person, including
judgments, cost and counsel fees, in connection with the defense of any pending
or threatened litigation to which that person is, or is threatened to be made a
party because that person is or was serving in such a capacity. The right of indemnification may also
apply to expenses of litigation which is compromised or settled, including
amounts paid in settlement, if WHRFC approves the settlement. Such a person shall be indemnified if
the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of WHRFC. The termination of any litigation by
judgment, orders, settlement, conviction or plea of nolo contendere or its
equivalent shall not, of itself,
create a presumption that the person did not act in good faith on in a manner
the person reasonably believed to be in or not opposed to, the best interest of
WHRFC.
13.2.
Any amount payable as indemnification under this
by-law may be paid by WHRFC on a determination by the Board of Directors, not including
those members who have incurred expenses in connection with the litigation for
which indemnification is sought, that the
person in question met the standard of conduct provided for or by these
by-laws.
13.3.
Any expenses incurred by a qualified person in
connection with the defense of any litigation may be paid by WHRFC in advance
of final disposition of the litigation on receipt of a written commitment by
that person to repay the amount advanced if it is determined under of these
by-laws that person is not entitled to indemnification under this by-law.
13.4.
The Officers, as a group, may authorize the
purchase of insurance on behalf of any person that may potentially be
indemnified under these by-laws.
That insurance may include indemnification for those persons for
expenses of a kind not subject to indemnification under this by-law.
14. CONFLICT OF INTEREST
14.1. Conflict defined. A conflict of interest may exist when any director, officer, or staff member may be seen as having interests which are adverse to the interests of this corporation.
14.2.
Disclosure required. Any conflict of interest shall be
disclosed to the Board of Directors by the person concerned. When any
conflict of interest is relevant to a matter requiring action by the Board of
Directors, the interested person shall call it to the attention of the Board of
Directors or its appropriate committee and such person shall not vote on the
matter; provided however, any Director disclosing a possible conflict of
interest may be counted in determining the presence of a quorum at a meeting of
the Board of Directors or a committee thereof.
14.3.
Absence from discussion. The person having the conflict
shall not participate in the decision regarding the matter under consideration.
14.4.
Minutes. The minutes of the meeting of the Board or
committee shall reflect that the conflict of interest was disclosed and that
the interested person was not present during the final vote and did not
vote. When there is doubt as to whether a conflict of interest exists,
the matter shall be resolved by a vote of the Board of Directors or its
committee, excluding the vote of the person concerning whose situation the
doubt has arisen.
14.5.
Annual review. A copy of this conflict of interest statement
shall be furnished each director, officer, and staff member who is presently
serving the corporation, or who may hereafter become associated with the
corporation. This policy shall be reviewed periodically for the
information and guidance of directors, officers, and staff members. Any
new directors, officers, or
staff members shall be advised of this policy upon undertaking the duties of
such office.
15. PROPOSING AMENDMENTS
15.1.
Any active member or officer of WHRFC may propose an amendment to
the by-laws.
16. AMENDMENT ADVANCE NOTICE
16.1.
Proposed amendments must be submitted no later
than (90) days in
advance of annual meeting.
16.2.
Any proposed amendment to the by-laws must be
submitted in writing or by e-mail to the current elected President of the club.
17. AMENDMENT VOTING REQUIREMENTS
17.1.
Any amendment to the by-laws requires a two
thirds vote of the active membership, or a two-third majority vote of the
current elected officers.
18. EFFECTIVE DATE
18.1.
Unless otherwise stated or provided, any
amendment to the by-laws of WHRC shall be effective immediately upon passing
and being adopted.
19. SELECTIONS
19.1.
The selection of either a captain, or captains,
is the responsibility of the coach (or coaches.) This will be done prior to the
first match of each season.
19.2.
The coach will also be responsible for selecting
the players for each match. This can be done by choice: either a selection
committee or the coach’s own ideal lineup. The Match Secretary needs to
inform the coach prior to each match if there will be a B-side match scheduled
to aid in this decision.
19.2.1.
Playing time is dictated by the coach. The coach
will need to clearly state the guidelines in deciding playing time to all
active members prior to the first match in each season.
20. COACHING POSITION
20.1.
A coach must be certified by USA Rugby or actively
working toward that certification.
20.2.
The head coach is responsible for organizing and
conducting practices. These duties may be delegated to the other coaches or to
the captains as needed.
20.3.
Coach (or Coaches) must review any disciplinary
policies for practice or game infractions with the elected officers and gain
approval prior to implementation.
This will include, but is not exclusive to, financial penalties. In
extraordinary circumstances, these disciplinary policies can be revoked by the
elected officers if they are deemed to be detrimental to the membership or
having a negative impact on club morale.
20.4.
If the need arises to fire a coach, a two-third
majority vote of all Active Members will be required. The request must be made
through the club President.
20.5.
If there is a coaching vacancy a meeting should
be arranged between the applicant, the current elected officers, and the team
captain(s). If there is no current captain (or captains), the previous
season’s selections will be used. There must be a two-third majority vote
of the current elected officers, and a two-third majority vote of team captains
in order to hire the applicant. In the case of two or less captains available,
a two-third majority vote from the elected officers and simple majority vote
from the captain(s) will suffice.
21. FISCAL INFORMATION
21.1.
The WHRFC fiscal year begins January 1st
21.2.
Each fiscal year is represented by two separate
seasons, spring and fall.
21.3.
All financial contractual agreements with
outside entities or vendors must be made in writing when possible. This
especially applies to any land rental or purchase. The agreement must specify
the following (if applicable): total cost, details of goods, service or
arrangement, timeline, location, and current contact information. All financial
deals negotiated by a non-officer, need to be approved by all the current
elected officers. If a member is not acting in negotiation as part of a
sanctioned or appointed team committee, this approval must be received prior to
any negotiation.
The above Bylaws are certified to have been adopted by the Board
of Directors of the Corporation on the 10th day of June, 2006.
Eoin Beck
Secretary
(Original signed copy on file)
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