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BY-LAWS OF GEORGIA RUGBY UNION, INC.
Ratified January 2000
Amended August 2009
Amended August 2010
(A Georgia Non-Profit Corporation)
ARTICLE I
NAME
The name of this Corporation shall be GEORGIA RUGBY UNION, INC. (hereinafter referred to as the "Union").
ARTICLE II
PURPOSES
The purposes of the Union shall be as follows:
a) To promote, develop and foster the growth of Rugby Union Football and to cultivate and promote the friendship, good sportsmanship and social activities commonly associated with Rugby Union Football.
b) To direct and coordinate the activities of the Members with respect to Union activities.
c) To cooperate with local, regional, national and international organizations to serve the interests and welfare of the Members.
d) To collect and disseminate information and to educate the public and players concerning the game of Rugby Union Football.
e) To acquire property for corporate purposes by grant, gift, purchase, devise or bequest, and to hold and dispose of the same, subject to such limitations as are prescribed by law, by the Articles of Incorporation and by these Bylaws.
f) To arrange, conduct and supervise in conjunction with local, regional, national and international organizations, regional and international games, tours and tournaments of Rugby Union Football.
ARTICLE III
MEMBERS
Section 3.01. QUALIFICATION OF MEMBERS. The membership of the Union shall be composed principally of Rugby Union Football clubs within the State of Georgia; provided, however, exceptions may be made to include Rugby Union Football clubs outside the State of Georgia upon affirmative vote of at least a majority of the Directors of the Union. Other Rugby Union Football organizations, individuals, or organizations may become a member of the Union upon an affirmative vote of a majority of the Directors of the Union. All members of the Union agree to conform to the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union.
Section 3.02. CLASSES OF MEMBERS. There shall be nine classes of members: Full Rugby Club Members, Associate Rugby Club Members, Youth Rugby Club Members, Rugby Referee Association Members, Special Purpose Rugby Club Members, Affiliate Organization Members, Affiliate Individual Members, Honorary Members, Suspended Members
a) Full Rugby Club Member. Those Rugby Union Football clubs currently members of the Union at the time of the adoption of these Bylaws may become Full Rugby Club Members without any further action on their part by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union. Upon application and by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union, any Rugby Union Football club may become a Full Rugby Club Member of the Union by an affirmative vote of at least a majority of the Directors entitled to vote. Full Rugby Club Members are entitled to all benefits of the membership in the Union. Full Rugby Club Membership includes senior and college clubs whose contributions to the Union may be determined separately. Full Rugby Club Members are entitled to two directors on the Union’s Board of Directors.
b) Associate Rugby Club Member. Upon application and by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union, any Rugby Union Football club may become an Associate Member by an affirmative vote of at least a majority of the Directors entitled to vote. An Associate Member may remain so for no more than two years. At the end of two years an Associate Rugby Club Member must become a Full Rugby Club Member. Associate Rugby Club Membership includes senior and college clubs whose contributions to the Union may be determined separately. Associate Rugby Club Members are entitled to all benefits of membership in the Union except:
1. Any additional restrictions placed upon Associate Rugby Club Member Clubs by applicable territorial, national, or international Rugby Union Football organizations.
2. Associate Rugby Club Members are entitled to one Director on the Board of Directors
c) Youth Rugby Club Members. Upon application and by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union, any Youth Rugby Club may become a member of the Union by an affirmative vote of at least a majority of the Directors entitled to vote. Youth Rugby Club Members shall be entitled to such voting rights and privileges as deemed appropriate by the Union.
d) Rugby Referee Association Members. Those Rugby Referee Association Members currently members of the Union at the time of the adoption of these Bylaws may become Rugby Referee Association Members without any further action on their part by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union.
Upon application and by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union, any Rugby Referee Association may become a Rugby Referee Association member of the Union by an affirmative vote of at least a majority of the Directors entitled to vote. Rugby Referee Association Members are entitled to all benefits of membership in the Union. Rugby Referee Association Members are entitled to one director on the Union's Board of Directors.
e) Special Purpose Club Members, Affiliate Organization Members and Affiliate Individual Members. Upon application and by acknowledging their acquiescence in the Articles of Incorporation, Bylaws, rules, laws, and regulations of the Union, these these may become a members of the Union by an affirmative vote of at least a majority of the Directors entitled to vote. These Members shall be entitled to such voting rights and privileges as deemed appropriate by the Union.
f) Honorary Members. Groups or individuals, including but not limited to past players or individuals of distinction may be elected as an Honorary Member upon an affirmative vote of at least two-thirds (2/3) of the Members of the Union entitled to vote
g) Suspended Members. Any member of the Union may be suspended by an affirmative vote of at least a majority of the Directors entitled to vote. A suspended member is not entitled to any benefits of membership in the Union. A suspended member shall remain liable for its financial obligations to the Union. A suspended member's financial obligations shall not increase during the term of its suspension. A suspended member's suspension may be lifted by an affirmative vote of at least a majority of the Directors entitled to vote. No member of the Union may play a suspended member. Any member who plays a suspended member shall be subject to a fine by the Union. A suspended member may not participate in any activities within the Union including but not limited to tournaments. Any member, who allows a suspended member to participate in activities, including but not limited to tournaments, shall be subject to a fine by the Union. The Executive Committee of the Union shall be empowered to temporarily suspend members that fail to make required contributions timely.
Section 3.03. MEMBERS IN GOOD STANDING. In order to participate fully in the Union, including but not limited to voting rights, a club must be in "Good Standing". To be considered in Good Standing a Member must meet the following criteria:
A. Member must have no financial obligation against them. Financial obligations include, but are not limited to, contributions payable to any Union (Georgia, USA Rugby South, USA Rugby), CIPP compliance, referee fees. Financial obligations must be paid in full. As an alternative, partial payment and a written payment schedule approved by the Executive Committee and implemented by the Treasurer on a case-by-case basis may be acceptable for the fulfillment of financial obligations.
B. Members must not have any disciplinary action against the Member unless pending actions are under review.
C. All Union Members that are associated with schools, colleges or universities must be in “good standing” with their associated school, college or university.
Section 3.04. RESIGNATION. Any member may resign from the Union at any time with or without cause by written resignation submitted to the President of the Union. The resigning club will be liable for its financial obligations to the Union.
Section 3.05. REMOVAL OR RECLASSIFICATION. A member may be removed or reclassified by an affirmative vote of two thirds of the Directors entitled to vote who are not Directors from the member being censured.
ARTICLE IV
BOARD OF DIRECTORS
Section 4.01. REPRESENTATION. The Board of Directors of the Union shall consist of two voting directors from each Full Rugby Club Member, one voting director from each Associate Rugby Club Member, one voting director from each Rugby Referee Association Member and such other directors as may be provided for in their classification of membership and duly transferred to them by action of the Board of Directors.
Section 4.02. QUALIFICATIONS. Each Director shall be at least eighteen years of age.
Section 4.03. ELECTION AND TERM OF OFFICE. The initial Board of Directors as stated in the Articles of Incorporation of the Union shall serve until such time as at least two Full member Clubs have ratified the Articles of Incorporation and these Bylaws and have appointed their permanent Directors. Thereafter the terms of the Directors shall end on August 31 and the terms of each new Board of Directors shall commence on September 1 of each year.
Section 4.04. POWERS. Except as otherwise provided by law or by these Bylaws, the property, affairs and business of the Union shall be managed and directed by the Board of Directors, which may exercise all powers of the Union; provided, however, no purchase or lease of the real property of the Union shall be made by the Union unless authorized by a vote of at least two thirds of the Directors entitled to vote.
ARTICLE V
MEETINGS OF DIRECTORS
Section 5.01. ANNUAL GENERAL MEETING. The Annual General Meeting of the Directors shall be held each year at a time and place determined by the Executive Committee.
Section 5.02. SPECIAL MEETINGS. A special meeting of the Directors may be called at any time and for any purpose by the President, or shall be called by the Secretary upon the request of at least one third of the Directors entitled to vote. Each such request shall state the purpose or purposes of such meeting.
Section 5.03. NOTICE OF MEETINGS. Written notice of the time, place and date of the Annual General Meeting or Special Meetings shall be given to each Member personally, by mail, facsimile transmission, or e-mail not less than fourteen or more than sixty days prior to the meeting.
Section 5.04. WAIVER OF NOTICE. Notice of meetings need not be given to any Director who submits a waiver of notice, signed in person or by proxy, either before or after the meeting. The attendance of a Director at the meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by that Director.
Section 5.05. QUORUM AND ADJOURNMENT. At all meetings of Directors, attendance in person, by telephone, by other electronic media or by written proxy of a majority of the Directors entitled to vote shall constitute a quorum for the transaction of the affairs of the Union. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement of the meeting, until a quorum shall be present.
Section 5.06. VOTE OF DIRECTORS. At all meetings of the Board of Directors, the act of a majority of the Directors entitled to vote and present in person, by telephone, other electronic media or by proxy at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by law, by the Articles of Incorporation, or by these Bylaws. Only the Directors of members in good standing shall be entitled to vote.
Section 5.07. ACTION BY UNANIMOUS CONSENT. Directors may take any action, which they are required or permitted to take without a meeting, upon written consent, setting forth the action so taken, signed by all of the Directors entitled to vote. A committee of the Board, or appointed by the Board, may likewise act on written consent of all the members of the committee. Email and facsimile mail shall be an acceptable form of written consent.
ARTICLE VI
REMUNERATION OF DIRECTORS AND OFFICERS
No Director or Officer of the Union shall receive, directly or indirectly, any salary, compensation or emolument from the Union, either as such Officer or in any other capacity, except as approved by a two-thirds majority of the Board of Directors entitled to vote.
ARTICLE VII
COMMITTEES
The Directors entitled to vote may, at their discretion, by resolution adopted by a simple majority of Directors entitled to vote, appoint committees of the Union which shall have and may exercise such powers as shall be conferred or authorized by the resolution appointing them.
ARTICLE VIII
EXECUTIVE COMMITTEE
Section 8.01. OFFICERS. The Executive Committee shall be composed of a President, a Vice President, a Secretary, a Treasurer, and a Member At Large elected by the Board of Directors. Such other officers may be elected by the Board of Directors as may from time to time be required to conduct the affairs of the Union. An individual may not hold two or more offices at the same time.
Section 8.02. TERM OF OFFICE. So far as practicable, all officers shall be elected at the Annual General Meeting of the Board of Directors to serve for a period of two years and, except as otherwise hereinafter provided, shall hold office until the next Annual General Meeting of the Board of Directors or until their respective successors shall have been elected and qualified.
Section 8.03. INITIAL TERM OF OFFICE. The Vice President and Secretary shall be elected at the Annual General Meeting of the Board of Directors in August 2010 for one year. In the year 2011 and all subsequent years, the Vice-President and Secretary shall be elected for two year terms. In 2010 and all subsequent years the President, Treasurer and At-Large Member shall be elected for two year terms.
Section 8.04. REMOVAL OF OFFICERS. Any officer may be removed at any time with or without cause by vote of two thirds of the Directors entitled to vote.
Section 8.05. VACANCIES. If any vacancy shall occur in any office for any reason, the Executive Committee may elect a successor as officer to fill such vacancy for the remainder of the term.
Section 8.06. POWERS AND DUTIES. During the intervals between meetings of the Board of Directors, the Executive Committee shall have and may exercise all powers of the Board of Directors, except power to discipline Members, powers reserved by law to the Board of Directors and such powers as the Board of Directors may from time to time specifically reserve to itself. The Officers of the Union shall each have the powers and the duties in the management of the property and affairs of the Union as follows, as well as such other powers and duties as from time to time may be prescribed by the Board of Directors.
a) President. It will be the duty of the President to preside over meetings of the Executive Committee and to act as Chairman of the Board of Directors, to supervise Union officers, agents and committees in the performance of their duties, to encourage membership in the Union, and to supervise other Union functions and responsibilities which are carried out within the Union's jurisdiction.
b) Vice President. The Vice President will succeed the President in the event of his or her death, resignation or removal from office and will serve in that capacity until a new President is elected. The Vice President will assist the President in the exercise of his or her duties and fulfillment of his or her responsibilities.
c) Secretary. It will be the duty of the Secretary to call and attend all meetings of the Board of Directors and the Executive Committee; to record and retain minutes; to keep lists of the member's officer's telephone numbers and addresses; and to be responsible for all records and correspondence of the Union.
d) Treasurer. It will be the duty of the Treasurer to have custody of and responsibility for all money and property of the Union; to keep full and accurate accounts of receipts and disbursements in connection with Union tours, with a report to be issued within one month after each such tour; and to publish a full financial report each year at the Annual General Meeting of the Board of Directors.
e) Member at Large. The Member at Large shall have such duties as fixed or determined by the Board of Directors or the President.
Section 8.07. MEETINGS. There shall be meetings of the Executive Committee at such time and place as may be fixed by the President.
Procedures. 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 and not less than four members shall constitute a quorum for the transaction of business. Directors who are not members of the Executive Committee may attend and join in discussions at any meeting of the Executive Committee.
ARTICLE IX
FINANCES
Section 9.01. DUES AND FINANCIAL RESPONSIBILITIES. Each member will pay such yearly dues and such special assessments as may be specified by a majority of the Directors entitled to vote. All net proceeds from events sponsored and approved solely by the Union shall be retained by the Union.
Section 9.02. CONTRACTS AND CHECKS. All deeds, documents, transfers, contracts, engagements, bonds, exchanges and other instruments requiring execution by the Union shall be signed only under the appropriate authority given by the Board of Directors which shall be evidenced by appropriate resolutions of the Board of Directors, which resolutions may grant general authority or may be confined to specific instances.
Section 9.03. LOANS. No loans shall be contracted on behalf of the Union and no evidence of indebtedness shall be issued in its name unless authorized by a resolution approved by two thirds of the Directors entitled to vote. Such resolution may grant general authority or may be confined to specific instances.
Section 9.04. BUDGET. The outgoing Executive Committee shall draft a proposed budget to be approved by the Directors at the Annual General Meeting. Any non-budgeted expenditure in excess of $100.00 shall require the approval of the Executive Committee.
ARTICLE X
GEORGIA RUGBY UNION REPRESENTATIVE SIDES
One or more Georgia Rugby Union select or representative sides consisting of eligible players from Full and Associate Members will be selected to play games as scheduled by the Union and approved by the Directors. The establishment of a Selection Committee, and its functions and representatives, are to be decided by the Executive Committee.
ARTICLE XI
GAMES, TOURS AND TOURNAMENTS
Section 11.01. JURISDICTION. The Union will have jurisdiction over all games, tours and tournaments within the scope of its authority.
Section 11.02. INITIATION OF INCOMING TOURS. Incoming tours may not be initiated by any member without the prior approval of the Union. All tours will be conducted within such tour rules of the Union as may be established by the Executive Committee.
Section 11.03. MEMBER PARTICIPATION IN INCOMING TOURS. In all Union sponsored and approved tours each Full Member Club will be afforded the opportunity of playing visiting sides of said tours on a rotating basis subject to the individual Full Member Club's willingness and ability to provide proper transportation, accommodation, entertainment and competition. The Executive Committee and Tours Chairperson will determine whether a club meets the specified qualifications.
Section 11.04. SPONSORSHIP OF INCOMING TOURS. The Union may sponsor tours only with the consent of the Executive Committee. If consent is not forthcoming, the Union may then offer the tour to any or all member clubs, which wishes to sponsor the tour.
Section 11.05. OUTGOING TOURS. All outgoing tours initiated and managed by member clubs will conform to such requirements of the union as may be established by the Tours Chairperson and approved by the Executive Committee.
Section 11.06. TOURNAMENTS. All tournaments organized by member clubs will conform to such requirements of the Union as may be established by the Executive Committee.
ARTICLE XII
REPEAL AND ADOPTION
These Bylaws may be amended, repealed, or adopted by vote of two thirds of the Directors entitled to vote. A copy of any proposed amendments must be included in the notice of any meeting at which these Bylaws may be amended.
ARTICLE XIII
MISCELLANEOUS
Section 13.01. FISCAL YEAR. The fiscal year will begin on the first day of September.
Section 13.02. REGISTERED OFFICE. The initial registered office of the Union in the State of Georgia shall be located at Suite 200, Peachtree at Broad Building, Atlanta, Fulton County, Georgia, or at any other place as shall be designated by the Board. The registered agent at that office shall be James H. Rollins.
Section 13.03. CORPORATE SEAL. The Union may have a corporate seal which may be altered at pleasure; but the presence or absence of such seal on any instrument, or its addition thereto, shall not affect its character or validity or legal effect in any respect.
ARTICLE XIV
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 14.01. GENERAL. The Union shall indemnify any person who was or is a party to or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Union) by reason of the fact that he or she is or was a Director, officer, employee or agent of the Union, or is or was serving at the request of the Union as a Director, officer, employee 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 or her in connection with such action, suit or proceeding if he or she acted in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Union, and he or she shall not be adjudged to have been grossly negligent or be liable for willful misconduct in the performance of his or her duties to the Union, and, with respect to any criminal action or proceeding, had not reasonable cause to believe his or her conduct was unlawful; provided that, in the event of settlement, indemnification shall be available only in those instances in which the Board of Directors approves such settlement as being in the best interests of the Union. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in a manner in which he or she reasonably believed to be in, or not opposed to, the best interests of the Union, or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful.
Section 14.02. AUTHORIZATION. Any indemnification hereunder (unless ordered by the court) shall be made by the Union only as authorized in the specific case upon a determination that indemnification of the Director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth herein. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, if a quorum of disinterested Directors so directs, by independent legal action, suit or proceeding.
ARTICLE XV
DISCIPLINE
Section 15.01. JURISDICTION. A Disciplinary Committee may hear and decide any cases involving disciplinary matters including cases of players sent from the field by the referee and other matters of misconduct, on or off the field, by individuals or clubs, which are considered to be detrimental to the game of rugby or to the Union.
Section 15.02. PROCEDURES. The Executive Committee shall adopt procedures for dealing with all disciplinary matters. The disciplinary procedures within the Union shall conform as closely as is practicable with all USA Rugby South and USA Rugby Football Union Disciplinary Procedures, which are hereby adopted in principle by the Union.
Section 15.03. REPORTS AND COMPLAINTS. Any match referee, Referee Association, Member Club, or Union Officer may submit to the Disciplinary Committee written reports or complaints of any serious or continuous infringements on the part of clubs or individuals. A Disciplinary Committee shall act upon such reports or complaints in accordance with its established procedures.