Portland Rugby Club Bylaws Preamble This club shall be known as ...
Portland Rugby Club Bylaws Preamble This club shall be known as the PORTLAND RUGBY CLUB. The purpose of this Club shall be to promote player development, teach, govern and promote the game of rugby and to develop within our players, coaches, administrators and club members, good sportsmanship, courtesy and respect for authority. Article I Name Section 1 This organization shall be known as the PORTLAND RUGBY CLUB, hereinafter referred to as the Club. This Club is a domestic nonprofit organization. This Club shall and will be affiliated with the Pacific Northwest Rugby Football Union (PNRFU). Section 2 In the event of the dissolution of the Club, it is resolved that all Club assets and funds be turned over to an appointed administrator(s) or the successor of the Club to foster and continue rugby in the greater Portland, Oregon area, and as defined in the Preamble. Article II Membership Section 1 There shall be three classes of membership and two shall be voting members. (a) Player members which includes all properly registered and dues paying players. (b) All other members known as social members who are active, dues paying supporters of the Club including coaches, administrators and board members. (c) Honorary members, as awarded by the Club , (and are nonvoting). Section 2 The members of the Club shall consist of the properly registered and dues paying players, dues paying social members, and honorary members who come under the Club jurisdiction and subscribe to the purpose of the Club and agree to abide by the Bylaws, rules of competition, and the guidelines of the Club. The Secretary of the Club shall retain a list of all dues paying and honorary members. Section 3 Voting members shall have one vote in Club matters that require a 1 January 17, 2015
vote at general meetings. All voting members shall have one vote only. Article III Authority Section 1 The authority of the Club shall be vested in the voting members of the Club. The membership will exercise its authority by electing a Board and officers to manage the Club and by ratifying a set of Bylaws. Section 2 The Club Board of Directors have the authority and responsibility to conduct all Club business functions, enforce the Bylaws as ratified by the members, and represent the Club in matters related to PNRFU and USA Rugby. Section 3 Board of Directors and team officers will have the option to send a proxy to vote in their stead if circumstances preclude their attendance at meetings. Article IV ORGANIZATION Section 1 The Board shall consist of five Club officers (Board of Directors Chair, President Men’s Rugby, President Women’s Rugby, Secretary, and Treasurer). Section 2 Elected Board Officers and Duties of Said Officers. A. Board of Director’s Chair . The Board or Director’s Chair (Board Chair) shall supervise all activities of the Club and shall be the exofficio head of all committees and appoint other special offices as approved by the Board, shall represent the Club at meetings, shall call Club general meetings or Board meetings as the need arises, or when requested by fifty percent or more of the board. Board Chair must approve expenditures over $1000 with the Club Treasurer. The Board Chair is elected to a two year term at the Club Annual General Meeting on even years. If the Board Chair resigns office, he or she will be replaced by either Club Presidents, as determined by the Board of Directors. B. President Men’s Rugby. The President of Men’s Rugby supervises the activities of the men’s rugby teams, as well as chairs the Men’s Rugby Committee. Match day and training field reservations are the responsibility of the President of Men’s Rugby, and works closely with the Men’s Coach. The President Men’s Rugby is elected by the men’s team to a two year term at the Club Annual General Meeting on odd years (opposite of the President of Women’s Rugby). 2 January 17, 2015
The first term under the Bylaws adopted January 2012 will be one year. B. President Women’s Rugby. The President of Women’s Rugby supervises the activities of the women’s rugby teams, as well as chairs the Women’s Rugby Committee. Match day and training field reservations are the responsibility of the President of Women’s Rugby, and works closely with the Women’s Coach. The President Women’s Rugby is elected by the women’s team to a two year term at the Club Annual General Meeting on even years (opposite of the President of Men’s Rugby). C. Treasurer. The Treasurer shall account for all Club monies, give a receipt for all Club monies and deposit all Club monies in a chartered bank in the name of the Club. At every Board meeting the Treasurer is to provide a reconciliation of all accounts. Any check or payment under $1000 may be signed by the Treasurer or Board Chair. A check or payment for an amount of $1000 or more must be signed or approved in writing by both of these officers. He/she shall prepare a budget for the year and shall present to the Board for approval at the Annual General Meeting. The Treasurer is elected to a two year term at the Club Annual General Meeting on even years. D. Secretary. The Secretary shall attend to all Club correspondence. He/she shall record the minutes of all board meetings, be custodian of all correspondence and records in the Club and give notice within 14 days of all Board meetings. He/she shall prepare a listing of all individuals who qualify as a voting member within 30 days of the Annual General Meeting. The Secretary manages the Club websites, is the social media administrator and manages member and alumni databases and formal communications. The Secretary is elected to a two year term at the Club Annual General Meeting on odd years. The term under the Bylaws adopted January 2012 will be one year. Section 3 Officers: Election and Tenure of Board Officers. A . The Board Chair, President of Men’s Rugby, President of Women’s Rugby, Treasurer and Secretary shall be elected to two year terms by a majority vote of voting members represented, voting at the Annual General Meeting. The President Men’s Rugby and Secretary shall be elected in odd numbered years. The Board Chair, 3 January 17, 2015
President of Women’s Rugby and Treasurer shall be elected in even number years. For the first year (2012) after the adoption of these Bylaws the President Men’s Rugby and Secretary shall serve a one year term. An elected officer can be removed by a two thirds vote of members at a special AGM. B. Vacancies. A special AGM of eligible dues paying members shall be called by the Board Chair or in his/her absence by both Presidents, to fill any vacancies on the Board. Section 4 Elected Committee ( Team ) Officers and Duties of Said Officers A. President – The President of each Committee shall be elected at the Annual General Meeting for the terms specified above. Beyond the duties described in Section 2B, the President shall hold Committee meetings as needed and be responsible for the leadership of the team. B. Team Vice President – The Vice President will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The Vice President will assist the President as needed, with more specific duties assigned by the Committee. C. The Team Treasurer will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The team Treasurer collects dues & fees, coordinates the CIPP process, and is also a member of the Club Finance Committee. D. The Team Secretary will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The Team Secretary shall attend to all team correspondence. He/she shall record the minutes of all Committee meetings, be custodian of all correspondence and records for the Team and give notice within 14 days of all Committee meetings. The Team Secretaries assist the Club Secretary in media outreach as needed, and writes Match Reports when possible. Section 4.1 The Men’s and Women’s Committee will take nominations for all other positions necessary at the Club Annual General Meeting after the teams have been split for Committee Elections. The exact positions created each year are at the discretion of the Committee. Recommendations include Social Chair, Fixtures and Development. Section 5 Coaches and Duties of Said Coaches Section 5.1 The Men’s Head Coach and Women’s Head Coach will be 4 January 17, 2015
recommended by the Board Chair and approved by the Board on an asneeded basis. A. Men’s Head Coach – The Men’s Head Coach is appointed as needed by the Board of Directors, reports to the Board of Directors and appoints other men’s coaches with consultation of the Board of Directors. The Men’s Head Coach is the onfield manager when it comes to gameday and trainings. B. Women’s Head Coach The Women’s Head Coach is appointed as needed by the Board of Directors, reports to the Board of Directors and appoints other women’s coaches with consultation of the Board of Directors. Women’s Head Coach is the onfield manager when it comes to gameday and trainings. Section 5 The fiscal year begins and ends with successive Annual General Meetings. All rules and regulations are in effect during the 12 months of this period. Except as specified elsewhere, vacancies occurring between elections shall be filled through appointment by the Board Chair. Article V Meetings Section 1 Quorum. For conducting Annual General Meetings, a quorum shall consist of a majority of the Club members. For Committee Elections, a quorum shall consist of a majority of the Men’s or Women’s Team members. Section 2 The Board Chair shall preside at all meetings of the Club. In the absence of the Board Chair, the President of Men’s or Women’s Rugby shall preside as directed by the Board of Directors. Section 3 The conduct of the meeting shall be , governed by Robert’s Rules of Order, Newly Revised in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt. Section 4 Board meetings shall be held quarterly and shall be called by the Board Chair and the minutes of all Board meetings shall be maintained by the Secretary. Section 5 The Annual General Meeting shall be held during the months of December/January each year, preceded by 30 days’ notice of time and place to all voting members and officers. Adopted 2/5/2014 The Annual General Meeting shall be held during the month of 5 January 17, 2015
June each year, preceded by 30 days’ notice of time and place to all voting members and officers. The order of business shall be as follows: Roll Call Credentials Minutes of the last Club/Board Meeting Treasurer’s report and budget Men’s and Women’s President Reports Voting on Bylaw Changes (2012 only) Election of Directors (Board Chair, Treasurer, Secretary) Unfinished business, proposals, Bylaw changes Voting on Bylaw changes (post 2012) New Business Split Club into separate Men’s and Women’s Teams Men’s and Women’s Committee Elections Adjournment Section 6 Any fully paid dues member of the Club is eligible to run for office. A nominating committee shall be appointed by the Board Chair on or before November 1. This committee can nominate more than one candidate for each position. The nominating committee will present its list of name or names of candidates for the elected officer position by December 1, prior to the Annual General Meeting. This is done by notifying the Secretary. The Secretary of the Club shall inform the membership of the names of the candidates for elected offices. Nomination shall also be considered from the floor at the Annual General Meeting. Article VI Bylaw Changes and Amendments Section 1 Changes or amendments to these Bylaws may be effected at the Annual General Meeting upon twothirds majority of the voting members present. Section 2 A proposed change or amendment to the Bylaws must be submitted in writing to the Secretary no later than 30 days prior to the Annual General Meeting. The Secretary shall then notify all voting members at least 30 days prior to the Annual General Meeting. Section 3 Any case in which these Bylaws are in conflict with PNRFU, the Bylaws of PNRFU shall take precedence until the conflict is resolved by the Board. Section 4 A copy of these Bylaws shall be made available to all members of the Club at the Annual General Meeting. Copies shall also be available to new 6 January 17, 2015
members as they join the Club throughout the year. Article VII Provisional Rules Section 1 Registration Before anyone can represent the Club as a player of coach he/she must be fully paid up as a current member of the Club, and be current with USA Rugby’s Participant Enrollment Program. Section 2 Player Eligibility. The Club shall conform its player eligibility rules and requirements to those Rules formally adopted by PNRFU. Article VII Uniforms and Equipment Section 1 The Club is responsible for the purchase and disposition of the Club shirt. Section 2 The uniform shall consist of shorts, socks, mouth guard and USA Rugby approved rugby boots. Section 3 No player of a Club team shall be permitted on the pitch without a complete uniform. Section 4 The representative colors of the Club shall be red, black and white. Approved at the Club’s AGM February 2014.
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vote at general meetings. All voting members shall have one vote only. Article III Authority Section 1 The authority of the Club shall be vested in the voting members of the Club. The membership will exercise its authority by electing a Board and officers to manage the Club and by ratifying a set of Bylaws. Section 2 The Club Board of Directors have the authority and responsibility to conduct all Club business functions, enforce the Bylaws as ratified by the members, and represent the Club in matters related to PNRFU and USA Rugby. Section 3 Board of Directors and team officers will have the option to send a proxy to vote in their stead if circumstances preclude their attendance at meetings. Article IV ORGANIZATION Section 1 The Board shall consist of five Club officers (Board of Directors Chair, President Men’s Rugby, President Women’s Rugby, Secretary, and Treasurer). Section 2 Elected Board Officers and Duties of Said Officers. A. Board of Director’s Chair . The Board or Director’s Chair (Board Chair) shall supervise all activities of the Club and shall be the exofficio head of all committees and appoint other special offices as approved by the Board, shall represent the Club at meetings, shall call Club general meetings or Board meetings as the need arises, or when requested by fifty percent or more of the board. Board Chair must approve expenditures over $1000 with the Club Treasurer. The Board Chair is elected to a two year term at the Club Annual General Meeting on even years. If the Board Chair resigns office, he or she will be replaced by either Club Presidents, as determined by the Board of Directors. B. President Men’s Rugby. The President of Men’s Rugby supervises the activities of the men’s rugby teams, as well as chairs the Men’s Rugby Committee. Match day and training field reservations are the responsibility of the President of Men’s Rugby, and works closely with the Men’s Coach. The President Men’s Rugby is elected by the men’s team to a two year term at the Club Annual General Meeting on odd years (opposite of the President of Women’s Rugby). 2 January 17, 2015
The first term under the Bylaws adopted January 2012 will be one year. B. President Women’s Rugby. The President of Women’s Rugby supervises the activities of the women’s rugby teams, as well as chairs the Women’s Rugby Committee. Match day and training field reservations are the responsibility of the President of Women’s Rugby, and works closely with the Women’s Coach. The President Women’s Rugby is elected by the women’s team to a two year term at the Club Annual General Meeting on even years (opposite of the President of Men’s Rugby). C. Treasurer. The Treasurer shall account for all Club monies, give a receipt for all Club monies and deposit all Club monies in a chartered bank in the name of the Club. At every Board meeting the Treasurer is to provide a reconciliation of all accounts. Any check or payment under $1000 may be signed by the Treasurer or Board Chair. A check or payment for an amount of $1000 or more must be signed or approved in writing by both of these officers. He/she shall prepare a budget for the year and shall present to the Board for approval at the Annual General Meeting. The Treasurer is elected to a two year term at the Club Annual General Meeting on even years. D. Secretary. The Secretary shall attend to all Club correspondence. He/she shall record the minutes of all board meetings, be custodian of all correspondence and records in the Club and give notice within 14 days of all Board meetings. He/she shall prepare a listing of all individuals who qualify as a voting member within 30 days of the Annual General Meeting. The Secretary manages the Club websites, is the social media administrator and manages member and alumni databases and formal communications. The Secretary is elected to a two year term at the Club Annual General Meeting on odd years. The term under the Bylaws adopted January 2012 will be one year. Section 3 Officers: Election and Tenure of Board Officers. A . The Board Chair, President of Men’s Rugby, President of Women’s Rugby, Treasurer and Secretary shall be elected to two year terms by a majority vote of voting members represented, voting at the Annual General Meeting. The President Men’s Rugby and Secretary shall be elected in odd numbered years. The Board Chair, 3 January 17, 2015
President of Women’s Rugby and Treasurer shall be elected in even number years. For the first year (2012) after the adoption of these Bylaws the President Men’s Rugby and Secretary shall serve a one year term. An elected officer can be removed by a two thirds vote of members at a special AGM. B. Vacancies. A special AGM of eligible dues paying members shall be called by the Board Chair or in his/her absence by both Presidents, to fill any vacancies on the Board. Section 4 Elected Committee ( Team ) Officers and Duties of Said Officers A. President – The President of each Committee shall be elected at the Annual General Meeting for the terms specified above. Beyond the duties described in Section 2B, the President shall hold Committee meetings as needed and be responsible for the leadership of the team. B. Team Vice President – The Vice President will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The Vice President will assist the President as needed, with more specific duties assigned by the Committee. C. The Team Treasurer will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The team Treasurer collects dues & fees, coordinates the CIPP process, and is also a member of the Club Finance Committee. D. The Team Secretary will be elected to a oneyear term at every Annual General meeting after the Men’s and Women’s teams have split to elect their Committees. The Team Secretary shall attend to all team correspondence. He/she shall record the minutes of all Committee meetings, be custodian of all correspondence and records for the Team and give notice within 14 days of all Committee meetings. The Team Secretaries assist the Club Secretary in media outreach as needed, and writes Match Reports when possible. Section 4.1 The Men’s and Women’s Committee will take nominations for all other positions necessary at the Club Annual General Meeting after the teams have been split for Committee Elections. The exact positions created each year are at the discretion of the Committee. Recommendations include Social Chair, Fixtures and Development. Section 5 Coaches and Duties of Said Coaches Section 5.1 The Men’s Head Coach and Women’s Head Coach will be 4 January 17, 2015
recommended by the Board Chair and approved by the Board on an asneeded basis. A. Men’s Head Coach – The Men’s Head Coach is appointed as needed by the Board of Directors, reports to the Board of Directors and appoints other men’s coaches with consultation of the Board of Directors. The Men’s Head Coach is the onfield manager when it comes to gameday and trainings. B. Women’s Head Coach The Women’s Head Coach is appointed as needed by the Board of Directors, reports to the Board of Directors and appoints other women’s coaches with consultation of the Board of Directors. Women’s Head Coach is the onfield manager when it comes to gameday and trainings. Section 5 The fiscal year begins and ends with successive Annual General Meetings. All rules and regulations are in effect during the 12 months of this period. Except as specified elsewhere, vacancies occurring between elections shall be filled through appointment by the Board Chair. Article V Meetings Section 1 Quorum. For conducting Annual General Meetings, a quorum shall consist of a majority of the Club members. For Committee Elections, a quorum shall consist of a majority of the Men’s or Women’s Team members. Section 2 The Board Chair shall preside at all meetings of the Club. In the absence of the Board Chair, the President of Men’s or Women’s Rugby shall preside as directed by the Board of Directors. Section 3 The conduct of the meeting shall be , governed by Robert’s Rules of Order, Newly Revised in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Club may adopt. Section 4 Board meetings shall be held quarterly and shall be called by the Board Chair and the minutes of all Board meetings shall be maintained by the Secretary. Section 5 The Annual General Meeting shall be held during the months of December/January each year, preceded by 30 days’ notice of time and place to all voting members and officers. Adopted 2/5/2014 The Annual General Meeting shall be held during the month of 5 January 17, 2015
June each year, preceded by 30 days’ notice of time and place to all voting members and officers. The order of business shall be as follows: Roll Call Credentials Minutes of the last Club/Board Meeting Treasurer’s report and budget Men’s and Women’s President Reports Voting on Bylaw Changes (2012 only) Election of Directors (Board Chair, Treasurer, Secretary) Unfinished business, proposals, Bylaw changes Voting on Bylaw changes (post 2012) New Business Split Club into separate Men’s and Women’s Teams Men’s and Women’s Committee Elections Adjournment Section 6 Any fully paid dues member of the Club is eligible to run for office. A nominating committee shall be appointed by the Board Chair on or before November 1. This committee can nominate more than one candidate for each position. The nominating committee will present its list of name or names of candidates for the elected officer position by December 1, prior to the Annual General Meeting. This is done by notifying the Secretary. The Secretary of the Club shall inform the membership of the names of the candidates for elected offices. Nomination shall also be considered from the floor at the Annual General Meeting. Article VI Bylaw Changes and Amendments Section 1 Changes or amendments to these Bylaws may be effected at the Annual General Meeting upon twothirds majority of the voting members present. Section 2 A proposed change or amendment to the Bylaws must be submitted in writing to the Secretary no later than 30 days prior to the Annual General Meeting. The Secretary shall then notify all voting members at least 30 days prior to the Annual General Meeting. Section 3 Any case in which these Bylaws are in conflict with PNRFU, the Bylaws of PNRFU shall take precedence until the conflict is resolved by the Board. Section 4 A copy of these Bylaws shall be made available to all members of the Club at the Annual General Meeting. Copies shall also be available to new 6 January 17, 2015
members as they join the Club throughout the year. Article VII Provisional Rules Section 1 Registration Before anyone can represent the Club as a player of coach he/she must be fully paid up as a current member of the Club, and be current with USA Rugby’s Participant Enrollment Program. Section 2 Player Eligibility. The Club shall conform its player eligibility rules and requirements to those Rules formally adopted by PNRFU. Article VII Uniforms and Equipment Section 1 The Club is responsible for the purchase and disposition of the Club shirt. Section 2 The uniform shall consist of shorts, socks, mouth guard and USA Rugby approved rugby boots. Section 3 No player of a Club team shall be permitted on the pitch without a complete uniform. Section 4 The representative colors of the Club shall be red, black and white. Approved at the Club’s AGM February 2014.
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