Bylaws of the Wilmington Rugby Football Union
Whereas: the Bylaws of the Wilmington Rugby Football Union 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: September 7, 2023
Article I - Name
Section 1.01 Name. The name of this organization shall be the Wilmington Rugby Football Union (hereinafter “Union), which is a federally recognized, charitable organization in the State of Delaware, as filed in November 2018 under the entity number: 83-215488
Article II - Purpose
Section 2.01 General Purpose(s). The Union is organized and operated as an amateur athletic organization operated to foster Rugby Union competition among its members within the meaning of 501(c)(3) of the Internal Revenue Code or the corresponding provision of any future United States internal revenue law;
Section 2.02 Specific Purpose(s).
The specific purposes of the Union include the following:
1. To foster, promote and advance amateur participation in the growth and development of the sport of Rugby Union locally, nationally and internationally;
2. To guard the interests of the Union’s teams and to encourage good sportsmanship and fair play;
3. To educate players and the community in basic through advanced skills, and to encourage them to attend local, regional, national, and international competitions and tournaments.
Article III - Membership
Section 3.01. Membership. Membership shall be open to any person willing to contribute to the interest and goals of the Union and shall not be denied to any person due to age, race, religion, sex, disability or national origin. Furthermore, all members agree to abide by these laws.
Section 3.02. Designation of Members. The Membership of the Union shall be divided into the following classes:
1. Supporting Members – members of the Union who are in good standing and actively participate in the Union events and proceedings. Supporting Members are not required to be Competitive Players.
2. Competitive Players – members of the Union, who are in good standing, actively participate in competition and in Union events and proceedings.
3. Lifetime Members - members of the Union, who are in good standing, that have been recognized for providing extraordinary service to the Union, whose membership status need not be renewed on an annual basis. The Executive Committee may recommend alumni of the Union for this honor which shall then be approved by a quorum vote of the Membership.
Section 3.03 New Membership Categories. The Executive Committee shall have the authority to create new Membership categories and specify the rights and limitations of each new category at the time it is created.
Section 3.04 Membership Dues. All members, except for Lifetime Members, shall be required to pay Membership Dues in such amounts and at such times as deemed by the Executive Committee. All Membership Dues must be paid in full by August 31st of the calendar year in order to be eligible to run for office or vote at the next Annual General Meeting. The Executive Committee may waive or discount Membership Dues for individual members.
Section 3.05 Good Standing. Members are considered in ‘Good Standing’ when Membership Dues are current, any required ‘Union Hours’ are completed, and the member conducts themselves in a manner that reflects the best interests of the Union, as determined by the Executive Committee.
Section 3.06 Voting Rights. All members in good standing shall be entitled to cast one vote with respect to those matters submitted to the Membership for action or approval. Votes may be taken by voice, by a show of hands, by written ballot or by proxy via electronic means. However, votes for Executive Committee positions at the Annual General Meeting must be cast via a written ballot only. The President, or their designee, may determine the method for other voting circumstances based upon the subject matter at hand; however, this voting method may be challenged by member in good standing with a second from a member in good standing.
Section 3.07 Meetings of Members. The Annual General Meeting of Members shall be held anytime between the final match of the Spring Season and two (2) weeks prior to the First Match of the Fall Season. If no meeting is called by the Executive Committee, the meeting shall be held the weekend following Labor Day at a location deemed appropriate. At such meeting, any eligible Executive Committee or subsequent committee seats shall then be voted upon, but if such a meeting is not held or if the Directors are not elected thereat, they may be elected in any Special Meeting of the Members held for that purpose. Special Meetings for any purpose may be called at any time by the President or requested by a majority vote of the Executive Committee. Non-Union members may attend a Meeting of Members; however, they are not permitted the floor unless requested by the members or Board of Directors for a specific purpose.
Section 3.08 Notice of Meetings. Notice of any regular and special meetings shall be given to each member entitled to vote thereat, either personally, by US mail, by e-mail, or by SMS text messaging (“electronic means”) based upon the information provided in Union records. Additionally, notification shall be posted publicly via the Union’s website and social media accounts. Such notices shall be sent between seven (7) and sixty (60) calendar days prior to each meeting, and shall specify the place, date, and time of the meeting and shall state the general nature of the business to be considered at the meeting. The notice of the Annual General Meeting shall designate it as such.
Section 3.09 Meeting Quorum. The presence in person of at least two – thirds (2/3rds) of the Membership shall constitute a quorum. The members present at a meeting may continue to do business until adjournment, unless the withdrawal of enough members to leave less than a quorum. Whether or not a quorum is present, the meeting may be adjourned by a majority vote of the members present.
Section 3.10 Suspension and Expulsion. Any member may be suspended for 2 weeks from the Membership with just cause upon the discretion of the appropriate Union director (i.e. Men’s or Women’s Director). Following the initial suspension a judicial committee comprised of the alternate Union director and 2 designated voting members will review the circumstances and make a judgement to continue suspension or move forward with an expulsion
Section 3.11 Readmission to Membership. The Executive Committee may in its discretion re-admit former members. This vote is not required for new Members, only re-admission.
Article IV - Executive Committee
Section 4.01 Responsibility All Directors are responsible to the Membership of the Union
Section 4.02 General Powers. Subject to any limitations of these bylaws or the State of Delware, all organizational powers shall be exercised by, or under the authority of, and the business and affairs of the Union shall be controlled by the Executive Committee. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Executive Committee shall have the following powers:
1. To conduct, manage and control the affairs of the Union, and to make such rules and regulations therefore, non-inconsistent with law or these bylaws, as they may deem best;
2. To appoint chairpersons, managers, agents and other designees to the Union, subject to such limitations as may appear in these bylaws, and to prescribe such powers and duties for these persons as may not be inconsistent with law or these bylaws;
3. To manage in such a manner as they may deem best, all funds and property, real and personal, received and acquired by the Union, and to distribute, loan or dispense the same or the income and profits there from;
4. To designate any place for the holding of any Membership or Executive Committee meetings, to change the principal office of the Union for the transaction of its business;
Section 4.03 Number and Definition. The Membership of the Union shall elect a President, a Treasurer, a Secretary, and the Competitive Playing Members of the Union shall elect a Director of Women’s Rugby and a Director of Men’s Rugby. Each of these five (5) elected offices are a member of the Executive Committee and therefore shall be considered Directors of the Union.
- The President shall be the Chief Executive Officer (CEO) of the Union and serve as the Chairman of the Executive Committee, but subject to the direction and supervision of the rest of the Executive Committee and the Membership and shall have general charge of the business affairs and property of the Union. The President shall preside over all meetings of the Executive Committee and Membership. The President shall have other such duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by the Executive Committee.
- The Treasurer shall be the Chief Financial Officer (CFO) of the Union; have custody of all Union funds; keep full and accurate accounts of all receipts and disbursements of the Union, an inventory of assets, and a record of the liabilities of the Union; deposit all money and other securities in such depositories as may be designated by the Executive Committee disburse the funds of the Union as ordered by the President or the Executive Committee, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Executive Committee. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned by the Executive Committee, or the President. The Executive Committee or the President may delegate all or part of the authority and duties of the Treasurer to subordinate designees or committees. The Treasurer shall serve as a successor to the President should they be unable or unwilling to perform their duties, until such a time a new President can be elected by the Membership.
- The Secretary shall be the Chief Operating Officer (COO) of the Union; cause to be kept at the principal office of the Union, the Secretary’s principal place of business, or such other place as the Executive Committee may order, the official seal of the Union (if any), the Membership log and paperwork, and a record the minutes of all meetings of Executive Committee, Union committees and membership. The Secretary shall keep detailed minutes for all Executive Committee and regular or special meetings. The Secretary shall keep a Membership Log that includes all member information. The Secretary shall provide the notices of all meetings of the Members as provided in these bylaws. The Secretary shall also maintain and protect a file of all official and legal documents of the Union. The Secretary shall perform such other and further duties as may be required by law or as may be prescribed or required from time to time by the Executive Committee.
- The Director of Men’s Rugby shall be elected to serve as representation of all current, senior male athletes who play competitively for the Union. This Director’s responsibility is to represent this constituency when deciding on Union matters before him.
- The Director of Women’s Rugby shall be elected to serve as representation of all current, senior female athletes who play competitively for the Union. This Director’s responsibility is to represent this constituency when deciding on Union matters before her.
4.04 Qualifications for Office. Every Director should be a member in good standing of the Union for the duration of their tenure in office but need not be a Competitive Playing Member. Directors of Men and Women’s Rugby must be members in good standing of the Union and currently participating in competition for the Union or serving on the coaching staff. A player who is temporarily unable to compete due to injury is permitted to serve as a Director of Rugby. All Directors shall be at least 18 years old.
Section 4.05 Salaries. There shall be no salaries paid to any Directors; however, reasonable expenses incurred on behalf of the Union will be reimbursed.
Section 4.06 Executive Committee Nominations. At which time the Executive Committee provides notice of the Annual General Meeting they shall also provide notice of a ‘Nomination Period’ which shall be no less than five (5) calendar days prior to the date of the Annual General Meeting.
Section 4.06.01 Officer Nominations. During the Nomination Period, members in good standing may submit nominations for any Officer (President, Treasurer, Secretary) positions up for election at the upcoming Meeting. Nominations may be submitted either in writing or via electronic means such as e-mail, online survey or online form. Nominations do not require a second; therefore, members are permitted to self-nominate. All nominations must include the name of the member who submitted the nomination and members are only permitted to nominate one candidate per office. Members may withdraw their nomination and then nominate another candidate during the Nomination Period. Nominations shall be tallied under the direction of Executive Committee or their designees, and the three (3) candidates receiving the most nominations for office shall be included on general election ballot at the Annual General Meeting.
Section 4.06.02 Directors of Men and Women’s of Rugby Nominations. Nominations for the Men and Women’s Directors of Rugby shall be taken from the floor at each (senior men and women) side’s team meeting. A Competitive Playing Member in good standing may nominate a candidate by voice which must then be seconded by another Competitive Playing Member in good standing. The nomination must then be accepted by the candidate for inclusion on the ballot.
Section 4.07 Election Procedures at Annual General Meeting. The election process at the Annual General Meeting shall be administrated by the President unless the Presidency is up for vote and the incumbent is seeking re-election. Under that circumstance, the Treasurer would administrate the election. Prior to Meeting, the Executive Committee may designate an agent to administrate elections.
All candidates shall be provided an opportunity to address the Membership prior to the vote for office; however, the candidate is not required to speak on their own behalf. After which time the candidates have addressed the Membership, the candidates for the office being voted upon shall vacate the room. The administrating Officer, or their designee, shall then open the floor to members in attendance to advocate for candidates. After all discussion has been completed, the administrating Officer, or their designee, shall then close the discussion and proceed to a written vote. The votes shall then be collected and tallied by the administrating Officer, or their designee, who shall recall the candidates and announce the winner of the election. A simple majority vote is required to win an Officer position.
Section 4.08 Term of Office. The regular term for each Officer shall be two (2) years and the term for the Directors of Men Rugby and Director of Women’s Rugby shall be one (1) year unless sooner terminated by death, incapacity, resignation or removal.
Terms will begin on the first day following the Annual General Meeting.
There are no limitations on serving on the Executive Committee for successive terms. All Directors shall hold office until the expiration of the term for which each was elected, until a successor has been duly elected and qualified, or until the Director’s resignation or removal has been hereinafter provided.
Section 4.09 Resignation and Removal. Any Director may resign from office at any time by giving written notice thereof to the Secretary. If the Secretary should resign, they shall provide written notice thereof to the President. Any Director may be removed with cause by affirmative two-thirds (2/3rds) vote by the Membership of the Union.
Some causes for removal from office:
- Conviction of a felony;
- Commitment of a material breach of fiduciary duty;
- Commitment of an act of moral turpitude;
- Ceasing to be a Member in good standing of the Union.
Section 4.10 Existence of Vacancies. A vacancy in the Executive Committee exists in case if the happening of any of the following events:
- The death, incapacity, resignation or removal of any Directors;
- The creation of another authorized Director position.
Section 4.11 Filling of Vacancies. Any vacancy occurring on the Executive
Committee must be filled by a quorum vote of Membership at the next Annual General Meeting. In the interim, the President may appoint an Interim-Director for the remaining period prior to the Annual General Meeting with the approval by the Executive Committee. The Director, appointed by the President or elected by the Membership, shall only serve the remaining term of that Director’s office.
Section 4.12 Executive Committee Meetings. Meetings of the Executive Committee shall be held at any place which has been designated, from time to time by the Executive Committee. The Executive Committee shall hold as many meetings as are required to properly communicate and make decisions for the Union.
Section 4.13 Notice of Meetings. Notice of the time and place of meetings of the Executive Committee shall be given personally or via electronic means within seven (7) calendar days prior to any such meeting. The general nature of the meeting should be explained in any notice.
Section 4.14 Quorum and Voting. A majority of the Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a quorum vote of the Executive Committee will be duly held and shall be regarded as the act of the Executive Committee, unless a greater number is required by law or by these bylaws. Each Director is entitled to one (1) vote. Voting by proxy is permitted if deemed necessary and approved in advance.
Section 4.15 Committees. The Executive Committee may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate. These bylaws or the Executive Committee shall appoint the members and chairpersons of such committees. All Directors should serve on at least one committee.
Section 4.16 Annual Transitions. To maintain continuity, Directors whose terms of office have expired, shall assure the orderly transition of authority to their successors before being relieved of their responsibilities. Similarly, Officers whose terms of office have expired shall take appropriate steps to substitute their successors on all financial accounts.
Article V – Committees
Section 5.01 Committee Powers and Limitations. The Executive Committee may refer to the proper committee any matter affecting the Union or any operations needing study, recommendation, or action. Except in cases where these bylaws or the Executive Committee has by written resolution provided otherwise, the function of any committee is as an advisory group to the Executive Committee. No member of any committee, without the prior consent of the Executive Committee, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Union or its Executive Committee in any way or by any means. All such powers are expressly reserved to the Executive Committee. All committees shall act by majority vote, unless otherwise prescribed by the Executive Committee
Section 5.02 Committee Membership. The Executive Committee, shall appoint the members of such committees, and select the chairpersons. Any member of the Union, including members of the Executive Committee and appointed agents, may be appointed in such committees. Every committee shall consist of at least four (2) persons. Committee members serve at will and may serve as long or as little as determined by the Executive Committee or the committee chairperson.
Section 5.03 Standing Committees. In addition to other committees the Executive Committee may establish from time to time, the following shall be standing committees of the Union:
The Executive Committee is comprised of the Officers of the Union, the Directors of Men and Women’s Rugby. This committee is responsible for the daily operating of the Union, including but not limited to obtaining fields, practice permits, and ensuring medical care at home games. The Executive Committee should meet as often as required to conduct the business of the Union but should meet a minimal of 4 times per year. The President is the Chairperson of this Committee.
The Finance Committee is comprised of the President, the Treasurer, and any additional designees as appointed by the Executive Committee. This committee is responsible for overseeing and managing the Union’s fundraising, sponsorship procurement, charitable endeavors, tax obligations and long-term financial planning. The Finance Committee should meet frequently to be kept aware of the financial health of the Union. The Treasurer is the chairperson of this committee.
The Membership Committee is comprised of the Secretary, the Directors of Men and Women’s Rugby and any additional designees as appointed by the Executive Committee. This committee is responsible for managing all issues pertaining to the current membership. This includes, but is not limited to, meetings, events, player recruitment and retention, Union alumni and general membership relations, coaching relationships, and dues collection. The Membership Committee should meet as often as required to properly managed membership issues. The Secretary is the chairperson of this committee.
The Marketing Committee is comprised of the Secretary and any additional designees as appointed by the Executive Committee. This committee is responsible for managing and overseeing all Union branding, including but not limited to, merchandise, social media accounts, the Union’s official website, press, periodic newsletters, etc. The Marketing Committee should meet as often as required to properly manage all branding issues and endeavors. The Secretary shall be the chairperson of this committee.
Tournament Committee is comprised of the President and any additional designees as appointed by the Executive Committee. This committee shall be responsible for running and directing any all tournaments hosted by the Union. The Tournament Director shall be responsible for submitting all bids to hosts tournaments, including but not limited to, and MAC Sevens’ tournaments. The President shall be the chairperson of this committee.
Youth Rugby Committee is comprised of the Secretary and any additional designees as appointed by the Executive Committee. This committee shall be responsible for running and directing any all Youth Rugby activities, including but limited to: Rookie Rugby, coordinating with volunteers from Union on success of program & coordinate with Rugby Delaware and the high school rugby Union The Colts. Members would need to coordinate with existing coaches/volunteers on success of program and coordinate with prospective coaches/volunteers on implementing Lady Colts program The Youth Rugby Committee may also have such critical responsibilities as provided for in Article V and such other duties as may be conferred upon them by the Executive Committee. The secretary shall be the chairperson of this committee.
Article VI – Union Finances
Section 6.01. 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 Union.
Section 6.02. Expenditures: Expenditures of Union funds of $200 or less may be approved by the Union Treasurer. Expenditures of more than $200 shall be approved by the Executive Committee.
Section 6.03. Real Estate Transactions: No purchase, mortgage, sale, lease, or other transaction in real estate shall be made by the Union unless authorized by at least twothirds of the Executive Committee.
Section 6.04. Union Budget Each year a Union Budget shall be prepared by the Union Treasurer and approved by the Executive Committee.
Article VII – Amendment of Bylaws
Section 7.01. Amendment or Repeal These bylaws may be repealed or amended in whole or in part at any authorized Union meeting as provided for in Article IV upon the vote of two-thirds of the members eligible to vote and present at an authorized Union meeting as provided for in Article IV, provided that a copy of any proposed amendment be included in the notice of the meeting.
Article VIII – Merger and Consolidation
Section 8.01. The decision to merge with another rugby Union 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 Union meeting as provided for in Article IV.
Section 8.02. 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 VIII - Dissolution
Section 8.01. Dissolution. The Union 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 Union meeting as provide for in Article IV, 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.
Article IX - Indemnification
Section 9.01 Right to Indemnification. Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is a legal representative, is or was a Director or, while serving as a Director, is or was serving at the request of the Union as an agent, Officer, Director, partner, trustee, employee of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, whether the bases of the proceeding is alleged action in an official capacity as an Officer, Chairperson, Director or agent or in any other capacity while serving the Union, shall be indemnified and held harmless by the Union to the fullest extent authorized by state law, as it exists or may be amended, against all expenses, liability, and loss reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be an Officer and shall inure to the befit of his or her heirs, executors and administrators; provided however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Union shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person on if the proceeding, or part thereof, was authorized by the Executive Committee. To the extent authorized by state law, the Union may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this bylaw shall be a contract right.
Section 9.02 Non-Exclusivity Rights. The right to indemnification conferred in this bylaw shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Bylaws of the Organization, agreement, or vote of members.
Section 9.03 Indemnification of Officers and Agents. The Union may, to the extent authorized from time to time by the Executive Committee grant rights to indemnification and to payment by the Union, for expenses incurred in defending any proceeding before its final disposition, to any Officer, Director, or agent of the Union to the fullest extent of the provisions of this bylaw with respect to the indemnification and advancement of expenses of Directors of the Union.
Section 9.04 Impact of Tax-Exempt Status. The rights to indemnification set forth in this bylaw are expressly conditioned upon such rights not violating the Union’s status as a tax-exempt organization described in section 501(c)(3) of the Internal Revenue Code of 2018, as amended.