Bylaws of the Wilmington Rugby Football Club
Whereas: the Bylaws of the Wilmington Rugby Football Club as adopted on August 18, 1997 (the “Bylaw”) are hereby amended pursuant to Article XII of the Bylaws (the “First Amended Bylaws”) and are as follows:
Amended and Adopted: January 28, 2017
Article I - Name
Section 1. Name: The name of this organization shall be the Wilmington Rugby Football Club, hereinafter referred to as "the Club".
Article II - Purpose
Section 1. Purpose The purpose of the Club shall be to promote and participate in the game of rugby union football.
Article III - Membership
Section 1. Qualifications Members of the Club shall be those persons who have at one time paid a regular, supporting, or social membership fee. Members of the Club shall also be those persons designated as honorary-lifetime members by a majority of those members eligible to vote and present at an authorized Club meeting as provided for in Article IX.
Section 2. Revocation: Two thirds of the members eligible to vote and present at an authorized Club meeting as provided for by Article IX may revoke a person's status as a member.
Article IV - Executive Committee and Club Officers
Section 1. Composition: The Club Executive Committee shall be comprised of the following Club Directors:
1. The President
2. The Vice President
3. The Secretary
4. The Treasurer
5. The Match Secretary
6. The Club Manager
7. Social Chair
8. Webmaster/Social Media Director
9. 7s Director
10. Tournament Director
Section 2. Eligibility and Election: The Club Directors shall be elected at the First Bi-Annual General Meeting as provided for in Article IX. Each Director shall serve for a term of one year and shall be eligible for reelection. A Director may also serve as any other officer or director in the Club including Club Coach.
Section 3. Removal of Directors: Any Club Director may be removed from his or her position at any time by a two-thirds vote of the Club members eligible to vote and present at an authorized Club meeting as provided for by Article IX. At the same meeting at which a Director has been removed, a replacement Director may be elected by a majority vote of the Club members eligible to vote at the same meeting in accordance with the provisions of Article IX.
Section 4. Vacancies: Any vacancies occurring in the Executive Committee by reason of death, incapacity, or resignation, shall be filled by a vote of the remaining Directors. Any Director elected to fill a vacancy shall hold office for the unexpired term of his predecessor. If a vacancy occurs as a result of removal by the membership and if the membership has not elected a replacement in accordance with Section 3 of this Article, the vacancy shall be filled by a vote of the majority of the remaining Directors.
Section 5. Nullification of Executive Committee Action: Any decision or action of the Executive Committee maybe overruled and nullified by two-thirds of the members eligible to vote and present at an authorized Club meeting as provided for by Article IX.
Section 6. Other Club Officers: The Executive Committee shall appoint or arrange for the election of the following Club Officers:
1. Club Coaches: The Executive Committee shall appoint the Club Coaches
2. Tour Director: The Executive Committee shall appoint a Tour Director from time to time as needed.
3. Selection Committee: The Selection Committee shall be appointed pursuant to Article VII
Section 7. Club Captains: The Club Captains shall be elected at the Second Bi-Annual General Meeting as provided for in Article IX. The Club Captains shall serve for a term of one year and shall be eligible for reelection. A Club Captain may also serve as any other officer or director in the Club including Club Coach.
4. Hall of Fame Committee: The Executive Committee shall appoint a Hall of Fame Committee to nominate and vote upon past Club members to be inducted into the Club’s Hall of Fame.
Article V - Powers and Duties of the Executive Committee
Section 1. General Powers of the Executive Committee: The Executive Committee under the chairmanship of the Club President shall conduct the regular administrative affairs of the Club.
Article VI - Powers and Duties of Individual Club Directors
Section 1. The President: The President shall preside over meeting of the Executive Committee and shall conduct all general Club elections. The President shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 2. The Vice President: The Vice President shall perform the duties of the President in the absence of the President. The Vice President shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 3. The Secretary: The Secretary shall keep the non-financial records of the Club and shall record and distribute the minutes of all Club meetings. The Secretary shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 4. The Treasurer: The Treasurer shall keep the Club financial records and shall have custody of the funds of the Club. He shall have ultimate responsibility for the collection of all dues, fees, and assessments and shall make such payment as are authorized by the Executive Committee. The Treasurer shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 5. The Match Secretary: The Match Secretary shall schedule and arrange all games to be played by teams officially representing the Club. The Match Secretary shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 6. The Club Manager The Club Manager shall be responsible for the purchase, use, maintenance, and storage of all Club owned equipment. The Club Manager shall be responsible for submitting all match rosters to the appropriate USA Rugby governing body(i.e. MAC, EPRU, etc.). The Club Manager shall be responsible for the Club complying with all USA Rugby governing body rules, and shall be the Club representative for any mandatory USA Rugby governing body meeting or interaction.The Club Manager shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 7. Social Chair: The Social Chair shall direct the recruitment of new club members and be responsible for coordinating all of the Club’s social activities, including, but not limited to after match drink-ups with the opposing team. The Social Chair shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 8. Webmaster/Social Media Director: The Webmaster shall be responsible for maintaining an up to date webpage and social media accounts. The Webmaster shall be responsible for monitoring and maintaining the Club’s email lists. The Webmaster is not responsible for webpage content. The Webmaster shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 9. 7s Director: The 7s Director shall be responsible for running the Club’s Summer Sevens program. The 7s Director shall be responsible for assisting the Tournament Director in running any and all sevens’ tournaments. The 7s Director shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Section 10. Tournament Director: The Tournament Director shall be responsible for running and directing any all tournament hosted by the Club. The Tournament Director shall be responsible submitting all bids to hosts tournaments, including but not limited to, and MAC Sevens’ tournaments. The Tournament Director shall also have such critical responsibilities as provided for in Article X and such other duties as may be conferred upon him by the Executive Committee.
Article VII -Player Selection
Section 1. Twice a year, prior to the beginning of each spring and fall playing season, the Executive Committee shall cause to be created a Selection Committee comprised of three members that shall select players for matches in the spring and fall playing seasons. One member of the Selection Committee shall be selected by the Club Coach . One member of the Selection Committee shall be selected by the Executive Committee. And one member of the Selection Committee shall be appointed by the Club Captains.
Section 2. If no duly constituted selection committee has been created for a playing season it shall be the responsibility of the Club Coach or his deputy to select players for Club games.
Article VIII -Meetings of the Executive Committee
Section 1. Mandatory Meetings: The Executive Committee shall meet at least twice a year, within one month after the end of the spring playing season and within one month after the end of the fall playing season.
Section 2. Quorums: A quorum for the purpose of conducting the business of the Executive Committee shall be four Directors.
Section 3. Attendance by Non-Directors: Any club member may attend any meeting of the Executive Committee.
Article IX -Meetings of the Club Membership
Section 1. The Bi-Annual General Meetings: There shall be two bi-annual general meeting.
Section 2. The First Bi-Annual General Meeting: The President shall call the first bi-annual general meeting of the Club members to be held within forty-five (45) days of January 1st. The President or the Secretary shall give the membership notice of the date, time, and place of the First Bi-Annual General Meeting in accordance with Section 7 of this Article. The President shall preside at the First Bi-Annual General Meeting over the election of the Executive Committee and any other business deemed appropriate by the Executive Committee.
Section 3. Second Bi-Annual General Meeting: The President shall call the second bi-annual general meeting of the Club members to be held at any time between the final match of the Spring Season and two (2) weeks prior to the Frist Match of the Fall Season. The President or the Secretary shall give the membership notice of the date, time, and place of the Second Bi-Annual General Meeting in accordance with Section 7 of this Article. The President shall preside at the Second Bi-Annual General Meeting over the election of the Club Captains and any other business deemed appropriate by the Executive Committee.
Section 4. Other Authorized Meetings: An authorized meeting of the Club membership may be called at any time upon proper notice as required by Section 7 of this Article by the President, by a quorum of the Executive Committee, or by one-third of those Club members who have paid the most recently assess regular or supporting membership fee.
Section 5. Who May Vote: Members eligible to vote at authorized Club meetings and the Bi-Annual General Meetings shall be those members who have paid the most recently assessed regular or supporting membership fee.
Section 6. Quorums: A quorum for the purpose of conducting the business of the Bi-Annual General Meetings or an authorized Club meeting as provided for in this article shall be a majority of those members who have paid the most recently assessed regular or supporting membership fee.
Section 7. Notice of the purpose, date, time, and place of any authorized Club meeting, including the Bi-Annual General Meetings, shall be given to the membership not less than seven days or more than 30 days prior to the meeting announced. A list of all members eligible to vote shall be included in the Notice. Any member that wishes to vote and has not paid the most recently assessed regular or supporting membership fees may pay those fees up until the date of the meeting. Any member that wishes to vote and is not on the list may appeal to the Executive Committee for a waiver of the fee requirement for the sole purposes of casting a vote. For purposes of this section, notice is deemed given by email to all those on those on updated email list maintained by the Webmaster.
Article X - Critical Club Responsibilities
Section 1. Director Responsibilities: Unless otherwise provided for by the Executive Committee, the following Directors shall be responsible for the following critical Club responsibilities:
1. Active Club roster,[1] e-mailing lists of active Club Members, and current phone numbers of all active Club members, and -Vice President
2. Playing field and practice field permits -President
3. Buying game and practice balls, jerseys, shorts, and socks -Treasurer
4. Pre-game field set up -Vice President
5. Overseeing and operating all tournaments, which includes, but is not limited to, reserving fields, obtaining permits, creating a schedule of matches, and contacting the referees – Tournament Director
6. Actively using social media accounts, including but not limited to Facebook, Twitter, and Instagram to update followers on Club events, schedule changes, practice updates, and match scores. – Webmaster; Social Director, President, and Coach
7. Tournament set up – The Executive Committee and Club Captains
8. Ensuring Medical Care for Home Matches – Match Secretary
Section 2. Other Delegable Responsibilities: Unless otherwise provided for by the Executive Committee, the Executive Committee shall appoint managers or committee for all other Club functions which should include:
1. Major fund raising
2. Setting up a team store.
3. Visiting touring team arrangements
4. Club mail box
Article XI -Club Finances
Section 1. Dues and Assessments: The Executive Committee shall assess such dues and fees against each member as may be from time to time necessary for the operation of the Club.
Section 2. Expenditures: Expenditures of Club funds of $200 or less may be approved by the Club Treasurer. Expenditures of more than $200 shall be approved by the Executive Committee.
Section 3. Real Estate Transactions: No purchase, mortgage, sale, lease, or other transaction in real estate shall be made by the Club unless authorized by at least two-thirds of the Executive Committee.
Section 4. Club Budget Each year a Club Budget shall be prepared by the Club Treasurer and approved by the Executive Committee.
Article XII -Amendment of Bylaws
Section 1. Amendment or Repeal These bylaws may be repealed or amended in whole or in part at any authorized Club meeting as provided for in Article IX upon the vote of two-thirds of the members eligible to vote and present at an authorized Club meeting as provided for in Article IX, provided that a copy of any proposed amendment be included in the notice of the meeting.
Article XIII – Merger and Consolidation
Section 1. The decision to merge with another rugby club shall be made first by a vote of two-thirds of the Executive Committee followed by a vote of two-thirds of the members eligible to vote and present at an authorized Club meeting as provided for in Article IX.
Section 2. The decision to consolidate the governing responsibilities of the Executive Committee and Officers with those of another organization whose purpose is to promote and participate in the game of rugby union football shall be made by a vote of two-thirds of the Executive Committee.
Article XIX - Dissolution
Section 1. Dissolution: The Club may be dissolved by an affirmative vote in favor of dissolution cast by at least three-fourths of the members eligible to vote and present at any authorized Club meeting as provide for in Article IX, provided that notice of the proposal to dissolve be given to each regular member at least one month prior to the meeting and provided that provision be made for payment of all bills and obligations, current or future, and a plan adopted by the Executive Committee for the distribution of any excess funds.
[1] This is a roster of all active Club players, and is not to be confused with the roster that is submitted before each game.