BYLAW I – NAME & LOCATION
Section 1.01 Name. The name of this organization is the Pittsburgh Forge Rugby Club, (hereinafter “Club”), which is a federally recognized, non-profit charitable organization under the Non-profit Corporation Act of the State of Pennsylvania, as filed on February 23, 2018 under entity number: 6673264.
Section 1.02 Location. The principle office of the Pittsburgh Forge Rugby Club shall be located within or near the city of Pittsburgh, Pennsylvania, at such place as the Board of Directors shall from time to time designate. The Club may maintain additional offices at such other places as the Board of Directors may designate. The Club shall continuously maintain within the city of Pittsburgh, a registered office at such place as may be designated by the Board of Directors.
BYLAW II – PURPOSE
Section 2.01 General Purpose(s). The Club is organized and operated for the following general purposes:
- An amateur athletic organization operated to foster national 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.
- To exercise such rights, powers, duties and authority of a non-profit organization under the Non-profit Corporation Act of the State of Pennsylvania which are consistent with the preceding paragraph.
Section 2.02 Specific Purpose(s). The specific purposes of the Club include the following:
- To foster, promote and advance amateur participation in the growth and development of Rugby Union nationally and internationally;
- To guard the interests of the Club’s teams and to encourage good sportsmanship and fair play;
- To educate players in basic skills up through advanced skills, and to encourage them to attend local, state, national and international competitions and tournaments;
- To represent area athletes within the rules and bylaws of the Club’s governing bodies: Allegheny Rugby Union (Local Area Union), Midwest Territorial Union (Territorial Union/ Competitive Region) and USA Rugby (National Governing Body).
BYLAW III – MEMBERSHIP
Section 3.01 Membership. Club Membership shall be open to any person willing to contribute to the interests and goals of the Club and shall not be denied to any person due to age, race, religion, sex, handicap, or national origin. Furthermore, all Members agree to abide by these Bylaws.
Section 3.02 Designations of Members. The Membership of the Club shall be divided into the following classes:
- General Club Members – Members of the Club, who are in good standing, and actively participate in Club events and proceedings. Club Members are not required to be Competitive Players.
- Competitive Playing Members – Members of the Club, who are in good standing, are actively participating in competition, are CIPP registered as senior players with USA Rugby, and actively participate in Club events and proceedings.
Section 3.03 New Membership Categories. The Board of Directors shall have the authority to create new Membership categories by a majority vote. The Board of Directors shall specify the rights and limitations of each new category at the time it is created.
Section 3.04 Good Standing. Members are considered in good standing when Membership Dues are current, any required Club Hours are completed, and they conduct themselves in a manner that reflects the best interests of the Club on and off the field.
Section 3.05 Voting Rights. All Club Members in good standing shall be entitled to cast one vote with respect to those matters submitted to the Members 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, in the case of Board of Directors elections, votes may be taken via secret ballot if deemed necessary by the Club President.
Section 3.06 Membership Dues. All Club Members shall pay dues to the Club in such amounts and in such manner as the Executive Committee determines from time to time. Each year, the Executive Committee will specify a date, and give all Members prior written notice thereof, when Membership Dues are due, and permit Members to pay their dues at any time within ninety (90) days thereafter. All membership dues must be paid in full by a date specified by the Executive Committee in order to be eligible to participate in the next Annual General Meeting. (Section 3.07 Meetings of Members).
From time to time, the Board of Directors may decide to discount Membership Dues for Member(s). This must be passed by a simple majority vote by the Executive Committee. Some reasons for discounted dues may include incurred expenses on behalf of the Club or the Member only being able to participate in Club events on a part time basis for a given season.
From time to time, the Executive Committee may determine that Membership Dues for active Members of the Board of Directors (or Executive Committee) may be waived. This action must be recommended by the Executive Committee and approved by the Finance Committee.
Section 3.07 Meetings of Members. The Annual General Meeting of the voting Members shall be held in January of each calendar year, or such other time as the Board of Directors may fix in the notice of such meeting, at the principle place of business of the Club or in such other place as may be designated by the Board of Directors.
At such Annual General Meeting, any electable Board of Director’s Members shall then be elected, but if such a meeting is not held or if the Board of Directors Members are not elected thereat, they may be elected in any Special Meeting of the voting Members held for that purpose. Special Meetings of the voting Members for any purpose or purposes may be called at any time by the Club President or requested by a majority vote of the Board of Directors. Non-Club members may attend a meeting of Members; however they are not permitted the floor unless requested upon by the Club Members or Board of Directors for a specific purpose.
The Annual General Meeting must be held, with the necessary elections taking place, by January 31st of a given year. If no meeting is called by the Board of Directors, the meeting shall be held on the final Saturday of January at a location deemed appropriate by a simple majority of the voting Members.
Section 3.08 Notice of Meetings of Members. 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 Club records and posted publicly online via the Club’s official website and social media accounts. Such notices shall not be sent no less than ten (10) days prior and not more than sixty (60) days before each meeting, and shall specify the place, day, and hour of the meeting and shall state the general nature of the business to be considered in such meeting. The notice of the Annual General Meeting shall designate it as such.
Section 3.09 Quorum. The presence in person of at least two – thirds (2/3) of the Membership shall constitute a quorum. The Members present in person at such meeting may continue to do business until adjournment, notwithstanding 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 vote of the Members present.
Section 3.10 Absentee Voting via Proxy by Electronic Means. If so determined by the Board of Directors, a Club Member may vote in the annual election of the Board of Directors or in other matters brought to a vote via proxy if that Member provides one (1) weeks’ notice of their inability to be able to attend the General Meeting. If it is so determined, ballots may be submitted via electronic means to the directed Club Officer (or designee) that then must be able to provide verification to the Board of Directors at the General Meeting.
Section 3.11 Suspension and Expulsion. Any Member may be suspended or expelled from the Membership with cause upon the affirmative majority vote of the Board of Directors if, in the discretion of the Board of Directors as indicated in such vote, such suspension or expulsion would be in the best interests of the Club. Nothing in these Bylaws shall be construed as granting to a Member a continued of expectation of membership in the Club.
Section 3.12 Readmission to Membership. The Board of Directors may in its discretion re-admit former Members. Any decision to re-admit a former Member shall require the approval of the majority of the Board of Directors. This vote is not required for new Club Members, only re-admission.
BYLAW IV – BOARD OF DIRECTORS
Section 4.01 Responsibility. All Officers and Directors are responsible to the voting Membership of the Club.
Section 4.02 General Powers. Subject to any limitations of these Bylaws or the Pennsylvania Non-profit Corporation Act, all organizational powers shall be exercised by, or under the authority of, and the business and affairs of the Club shall be controlled by the Board of Directors. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board of Directors shall have the following powers:
- To appoint Managers, Chairpersons and other designees to the Club, 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.
- To conduct, manage and control the affairs of the Club, and to make such rules and regulations therefore, non-inconsistent with law or these Bylaws, as they may deem best.
- To designate any place for the holding of any Membership or Board of Directors’ meeting, to change the principal office of the Club for the transaction of its business from one location to another.
- To borrow money and incur indebtedness for the purpose of the Club and to cause to be executed and delivered therefore, in the Club’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt, and securities thereof.
- To manage in such a manner as they may deem best, all funds and property, real and personal, received and acquired by the Club, and to distribute, loan or dispense the same or the income and profits there from.
- To create such trusts, foundations and subsidiaries, as the Board of Directors shall deem necessary and to appoint the trustees, directors, or other governing officials of such legal entities.
Section 4.03 Number and Selection. The voting Membership shall elect a President, a Treasurer, a Secretary, a Director of Men’s Rugby, a Director of Women’s Rugby, and four (4) General Directors. Each Officer or Director shall hold their office until a successor is elected and qualified, or until the Officer or Director’s resignation, death or removal.
Section 4.04 Qualifications for Office. Every Club Officer must be a Member in good standing of this Club, but need not be a Competitive Playing Member. A Director need not be a Member in good standing of this Club. Directors of Men and Women’s Rugby must be Members in good standing of this Club and active players, currently participating in competition for the Club or currently serving on the coaching staff. A player who is unable to compete due to injury is permitted to serve as a Director of Rugby. No Officer or Director shall serve with compensation except for reimbursement of reasonable expenditures incurred on behalf of the Club. All Officers and Directors should be at least 18 years old.
Section 4.05 Election of Officers and Directors. All Officers and Directors shall be elected by the voting Members of the Club, with the exception of the Directors of Men & Women’s Rugby. They will be elected by a simple majority of Competitive Player Membership of the sex that they represent. This is to ensure active player representation for both the men and women’s sides on the Board of Directors. A simple majority vote is required to win the election for each Officer and Director position. Voting will occur at the Annual General Meeting. If no nominations are brought forth by the voting Members and Nominating Committee, the incumbent remains in the position for another term.
Section 4.06 Nomination of Officers. At least sixty (60) days prior to the Annual General Meeting of the voting Members, the Board of Directors will announce the date of the Annual General Meeting and notify all voting Members of the nomination process. Each of the Club’s sides (men and women) will hold a team meeting at least fourteen (14) days prior to the Annual General Meeting to determine their side’s nominee for President, Treasurer, Secretary and the Director of Rugby representing their specific side. The time and location of each side’s team meeting should be announced to all relevant Club Members at least thirty (30) days prior to the meeting.
Any additional nominations for President, Treasurer and Secretary from Members of the Club in good standing, may be submitted, in writing, to the Secretary of the Club at least fourteen (14) days prior to the Annual General Meeting for inclusion on the ballot at the Annual General Meeting. No nominations will be taken from the floor during the Annual General Meeting.
The Nominations Committee will notify the Membership of their nominations for General Directors at least fourteen (14) days prior to the Annual General Meeting. Nominees for all Directors must be deemed qualified per Section 4.04 of these Bylaws.
Section 4.07 Term of Office. The regular term for each Officer and Director shall be two (2) years, with the exception of Directors of Men Rugby and Director of Women’s Rugby, which shall have one (1) year terms, unless sooner terminated by death, incapacity, resignation or removal. The President, Secretary and two (2) General Directors will be elected in odd years, while the Treasurer and the two (2) other General Directors will be elected in even years. As mentioned above, the Director of Men’s Rugby and the Director of Women’s Rugby will be elected annually. There are no limitations on serving in any Officer or Director positions for successive terms. All Officers and 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 Officer or Director’s prior resignation or removal has been hereinafter provided.
Terms will begin on the first day of the month following the Annual General Meeting (February 1) and expire at the end of the month of the Annual General Meeting (January 31).
Section 4.07.01 Modified Terms for First Election. For the first election of the Board of Directors, the following modified terms will be imposed in order to place the Directors and Officers on the correct election cycle as described in the section above:
- The Treasurer will be initially elected to a one (1) year term, serving from February 1, 2019 – January 31, 2020, thus placing this office on an even year election cycle.
- Two (2) Directors will initially be elected to a one (1) year term, serving from February 1, 2019 – January 31, 2020, thus placing these offices on an even year election cycle.
The President, Secretary, and two (2) Directors will be elected for standard two (2) year terms, thus keeping these offices on an odd year election cycle.
Section 4.08 Resignation and Removal. Any Officer or Director may resign from office at any time by giving written notice thereof to the Secretary of the Club. Any Officer or Director may be removed with cause by either two-thirds (2/3) vote of the Board of Directors or a majority vote by the voting Membership of the Club.
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 Club
Section 4.09 Existence of Vacancies. A vacancy in the Board of Directors exists in case if the happening of any of the following events:
- The death, incapacity, resignation or removal of any Officers
- The creation of another authorized Officer or Director position
A vacancy does not require an immediate fulfillment, however the vacancy must be filled at the next assigned meeting of the Club’s voting Membership.
Section 4.10 Filling of Vacancies. Any vacancy occurring on the Board of Directors may be filled by a quorum vote of the Club’s voting Membership at the next Club meeting. Nominations will be made in the manner described in Section 4.06 of the Club’s Bylaws. The Officer or Director will be chosen to serve the remaining term of the vacant office. If the Board of Directors accepts the resignation of an Officer or Director for a future date, the voting Membership may select a successor to take office immediately upon the effective date of the resignation. In the event that the next meeting of voting Membership does not meet quorum, the vacancy will be filled by a majority vote of the remaining Board of Directors’ Members.
Section 4.11 Place and Number of Meetings. Meetings of the Board of Directors shall be held at any place which has been designated, from time to time by resolution of the Board of Directors or by consent of all Officers and Directors. The Board of Directors shall hold as many meetings are required to properly communicate and make decisions for the Club, but at least quarterly.
Section 4.12 Annual and Special Meetings. Special Meetings of the Board of Directors for any purposes may be called at any time by the President, or if the President is absent, or unable or refuses to act, by a majority of the Officers and Directors in office.
Section 4.13 Notice of Meetings. A Regular Meeting of the Board of Directors may not be held without prior notice. Notice of the time and place of Meetings of the Board shall be given personally or via electronic means within three (3) days of any such meeting. The general nature of the meeting (agenda) should be explained in any notice.
Section 4.14 Quorum and Voting. A majority of the elected and qualified Officers and Directors shall be necessary to constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Board of Directors present at the meeting will be duly held, at which a quorum was present, shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by these Bylaws. Each Member of the Board of Directors is entitled to one (1) vote. Voting by proxy is permitted if deemed necessary.
Section 4.15 Presumption of Assent. An Officer or Director who is present at any meeting of the Board of Directors, or a committee thereof of which the Officer or Director is a Member, at which action on a Club matter is taken, is presumed to have assented to such action unless a dissent is entered in the minutes of the meeting, unless the Officer or Director files a written dissent to the action with the person acting as secretary of the meeting before or promptly after the adjournment thereof. An Officer or Director who is absent from a meeting of the Board of Directors, or a committee thereof of which the Officer or Director is a Member, at which any such action is taken is presumed to have concurred in the action unless the Officer or Director files a dissent with the Secretary of the Club within a reasonable time after obtaining knowledge of the action.
Section 4.16 Action by Unanimous Written Consent. Any action, required or permitted, to be taken by the Board of Directors may be taken without a meeting and with the same force and effect as if taken by a unanimous vote of the Board of Directors if authorized by writing and signed individually or collectively by all Officers. Such consent shall be file with the regular minutes of the Board of Directors.
Section 4.17 ex Officio Board Advisors. All immediate past Officers of the Club, to the extent such persons are not elected Board of Directors, shall be ex officio advisors to the Board of Directors. Ex officio advisors are entitled to attend and participate in meetings of the Board of Directors, but not vote in their ex officio capacity given they are still in good standing with the Club. However, the immediate past President may vote solely in the event of a tie vote among the Board of Directors present at a duly convened meeting of the Board of Directors, to break the tie. Immediate past mangers and chairpersons may also be ex officio advisors so long as they are not currently serving on the current Board of Directors of the Club.
Section 4.18 Committees. Committees of the Board of Directors shall be standing or special. The Board of Directors or the President of the Club may refer to the proper committee any matter affecting the Club or any operations needing study, recommendation, or action. The Board of Directors may establish such standing or special committees as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Nonprofit Corporation Act. The Board of Directors shall appoint the Members of such committees at the recommendation of the Nominating Committee.
BYLAW V – BOARD OF DIRECTORS
Section 5.01 Club Officers. The Officers of the Club shall be the President, Treasurer and Secretary.
- President; the President shall be the Chief Executive Officer (CEO) of the Club and the Chairman of the Board of Directors, but subject to the direction and supervision of the rest of the Board of Directors and the General Membership; shall have general charge of the business affairs and property of the Club. The President shall preside at all meetings of the Board of Directors and General Membership. The President 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 these Bylaws or the Board of Directors.
- Treasurer; the Treasurer shall be the Chief Financial Officer (CFO) of the Club; have custody of all Club funds; keep full and accurate accounts of all receipts and disbursements of the Club, an inventory of assets, and a record of the liabilities of the Club; deposit all money and other securities in such depositories as may be designated by the Board of Directors disburse the funds of the Club as ordered by the President or the Board of Directors, taking proper vouchers for disbursements; and prepare all statements and reports required by law, by the President or by the Board of Directors. 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 these Bylaws, the Board of Directors, or the President. The Board of Directors 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 of the Club should they be unable or unwilling to perform their duties, until such a time a new President can be elected by the Club Membership.
- Secretary; the Secretary shall be the Chief Operating Officer (COO) of the Club; cause to be kept at the principal office of the Club, the Secretary’s principal place of business, or such other place as the Board of Directors may order, the official seal of the Club (if any), the Membership log and paperwork, and a book of minutes of all meetings of Board of Directors, Committees and General Membership. The Secretary shall keep detailed minutes for all Board of Directors and General Meetings. The Secretary shall keep a Membership Log that includes all Member information including name and address of each Member, and the date upon which the Membership ceased. The Secretary shall give the notices of the special meetings of the voting Members as provided in these Bylaws. The Secretary shall also maintain and protect a file of all official and legal documents of the Club. 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 Board of Directors or these Bylaws.
Section 5.02 Club Directors. There shall be six (6) Directors of the Club; two (2) representing the roster of active men and women’s players and four (4) general Directors maintaining a degree of independence from the Club.
- Director of Men’s Rugby; the Director of Men’s Rugby shall be elected to serve as the voice of all current, senior male athletes who play competitively for the Club. This Director’s responsibility is to represent this constituency when deciding on Club matters before them.
- Director of Women’s Rugby; the Director of Women’s Rugby shall be elected to serve as the voice of all current, senior female athletes who play competitively for the Club. This Director’s responsibility is to represent this constituency when deciding on Club matters before them.
- Directors; there shall be four (4) general Directors of the Club who shall maintain some degree of independence from the Club and therefore are not required to be Members in good standing of the Club. General Directors should be able to apply their expertise, knowledge and skill in a number of different professional areas, for the advancement of the Club and Club initiatives. These areas could include, but are not limited to, rugby administration, business administration, accounting and finance, charitable endeavors, fundraising, and civic leadership.
Section 5.03 Salaries. There will be no salaries paid to any Club Officers or Directors, reasonable expenses incurred on behalf of the Club will be reimbursed, with approval from the Finance Committee. As mentioned in Section 3.06, Membership Dues may be waived for Club Officers at the recommendation of the Executive Committee with the approval from the Finance Committee.
Section 5.04 Annual Transitions. To maintain Club continuity, Officers and 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 of the Club’s financial accounts and signature cards, (see Section 08.04.01).
BYLAW VI – PROFESSIONAL COACHS & GUESTS
Section 6.01 Definition. A Professional Coach is a certified USA Rugby qualified instructor who is vetted by the Coaching Committee, approved by the Board of Directors and hired by the Executive Committee to provide instruction to the Competitive Playing Members of the Club. A Professional Coach need not be a Member of the Club.
Section 6.02 Privileges. Each Professional Coach may enjoy all the privileges of the Club, except that they may not vote or hold an office within the Club unless they are also a Member in good standing of the Club as granted by the Executive Committee. A Professional Coach may serve as a Manager, Chairperson or Committee Member for any committee designated by the Club.
Section 6.03 Approval. To become the Club’s official Professional Coach, a candidate must submit a written personal resume to the Coaching Committee. The Coaching Committee must recommend the Coach by a majority vote and then the coach must be approved by the Board of Directors by a majority vote before being hired by the Executive Committee; the Club Membership may veto the Executive Committee’s decision with a majority vote or petition to the Coaching Committee for review.
Section 6.04 Guests. Each Member of the Club may bring guests to Club events. Each Member of the Club is responsible for the conduct of, and indebtedness incurred by, all guests admitted to the Club’s facilities or events.
BYLAW VII – PROHIBITED ACTIVITIES
Section 7.01 Actions Jeopardizing Tax Status. This Club shall not carry on any activities not permitted to be carried on by an organization exempt from federal income taxes under section 501(c)(3) of the Internal Revenue Code of 2018, as amended, or the corresponding provision of any future United States internal revenue law.
Section 7.02 Private Inurement. No part of the net income or net assets of the Club shall inure to the benefit of, or be distributable to, its Officers, Directors, Chairpersons or Members. Specifically, Club revenue generated from non-members shall not be used to the personal advantage of the Members (such as in reduced dues, improved facilities, and the like). However, the Club is authorized to pay reasonable compensation to employees for services actually rendered and to make payments and distributions in furtherance of its tax exempt status.
Section 7.03 Non-Discrimination. In the conduct of all aspects of its activities, the Club shall not discriminate on the grounds of race, color, sexual preference, national origin, religion or gender.
Section 7.04 Conflicts of Interest. A conflict of interest occurs when a person under a duty to promote the interests of the Club (a “fiduciary”) is in a position to promote a competing interest instead. Fiduciaries include all Club employees, Officers, Directors, Chairpersons or Members of any Club Committee. Undisclosed or unresolved conflicts of interest are a breach of the duty to act in the best interests of the Club and work to the detriment of the Club. All conflicts must be disclosed to the Board of Directors and the individual with a conflicting interest must not participate in judging the merits of that interest. That individual must abstain from voting on, recommending a course of action with respect to, the situation giving rise to the conflict. When all of these are done, the conflict is discharged.
BYLAW VIII – OTHER FINANCIAL MATTERS
Section 8.01 Property of the Club. The title of all property of the Club, both real and personal, shall be vested in the Club.
Section 8.02 Disposition upon Dissolution. Upon the dissolution or winding up of the Club, or in the event it shall cease to engage in carrying out the purpose and goals set forth in these Bylaws, all of the business, properties, assets and income of the Club remaining after payment, or provision for payment, of all debts and liabilities of this Club, shall be distributed to a nonprofit fund, association, or corporation which is organized and prepared exclusively for tax exempt purposes which are reasonably related to the purpose and goals of this Club, as may be determined by the Board of Directors of this Club in its sole discretion and which is establish its tax exempt status under section 501(c)(3) of the Internal Revenue Code, as amended.
Section 8.03 Contracts. The Board of Directors may authorize an Officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Club. Such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no Officer, agent, or employee shall have any power or authority to be liable for any purpose or to any amount. When the execution of any contract or other instrument has been authorized by the Board of Directors without specification of the executing Officer, the President, either alone or with the or without the Secretary, may execute the same in the name of, and on behalf of, the Club, and any such Officer may affix the corporate seal (if any) of the Club thereto.
Section 8.04 Financial Accounts. The Club may establish one or more checking accounts, savings accounts or investment accounts with appropriate financial entities or institutions as determined in the discretion of the Board of Directors to hold, manage or disburse any funds for Club purposes. All checks, drafts, other orders for the payment of money, bank cards, and all notes or other evidences of indebtedness issued in the name of the Club, shall be signed by such Officers or agents of the Club, and in such a manner, as is determined by the Board of Directors from time to time. Bank Card issuance in addition to the Treasurer must be approved by the Finance Committee.
Section 8.04.01 Changes of Financial Authority. Upon completion of the Annual General Meeting, within 30 days, the ex-President (or incumbent) shall draft an “Annual Letter” to present to all financial institutions notifying them of the newly elected Club Officers.
Section 8.04.02 Annual Letter. The Annual Letter shall include, but is not limited to; the names and titles of newly elected officers, all bank account numbers and housing financial institutions, and the signature of the ex-President and newly elected President if they are not one in the same, the original and signed minutes from the most recent Annual General Meeting that names the new Club Officers, and a copy of these Bylaws.
Section 8.04.03 Field Fund Account. The Field Fund Account is a deposit or investment account that keeps the Club’s accumulated funds to purchase, or long term lease, a rugby pitch. These funds must be kept separate from any operating funds for the Club by being placed into an account with a special funds hold, an account separate from the operating account, or in an account at another financial institution/ broker.
The Field Fund Account shall be regulated by a Corporate Resolution from the acting Board of Directors. The Board of Directors shall draft a Corporate Resolution to set up the initial Field Fund Account requirements and then utilize future Corporate Resolutions to amend or modify the Field Fund Account. To change authorized signatories at the financial institution or broker where the funds are held, a Corporate Resolution must be passed by the Board and signed by the President and Treasurer, certified by the Secretary, signed by the newly appointed signatories, and presented in conjunction with the Annual Letter and with a copy of the Meeting Minutes in which the Resolution was passed. Additionally, a formal letter from the Board of Directors must be sent to any alumni members being removed as signatories on the account. Changes to the Field Fund Account other than a changing of signatories would require a Resolution signed by the Board of Directors and presented with the Meeting Minutes in which the Resolution was passed.
At a minimum, the Club requires the signatures of four (4) named authorized custodians to withdraw from the Field Fund Account and the certification of the Secretary. No signatories are required for deposit or expansion of funds holds. These signatories must, at a minimum, be the acting President of the Club, the acting Treasurer and two (2) Field Fund Custodians chosen by the Board of Directors at the first meeting of the Board of Directors following the Annual General Meeting of the Club’s Membership. No financial institution of brokerage may accept any future Corporate Resolution issued that would contradict these Bylaws.
Section 8.05 Financial Statements and Reports. The Club Treasurer, or their designee, or an appointed independent contractor shall at such time as the Board of Directors determines prepare for the Club as a whole a consolidated financial statement, including a statement of combined capital assets and liabilities, a statement of revenues, expenses and distributions, a list of projects and/or organizations to of for which funds were used or distributed, and such other additional reports or information as may be ordered from time to time by the Board of Directors. The Treasurer or auditor shall also prepare such financial data as may be necessary for the returns or reports required by the State or Federal Government to be filed by the Club. Any expenses incurred in the preparation of these documents shall be proper expenses of administration.
Section 8.06 Limitations on Debt. No debt shall be incurred by the Club beyond the accounts payable incurred by it as a result of its ordinary operating expenses, and no evidence of indebtedness shall be issue in the name of the Club unless authorized by the Board of Directors. Specifically, without limitation, no loan shall be made to any Officer or Director of the Club. Any Officer or Director who assents to or participates in the making of any such loan shall be liable, in addition to the borrower, for the full amount of the loan until it has been fully repaid.
Section 8.07 Liability of Club Officers of Directors. No Officer or Directors of the Club shall be personally liable to its creditors if for any of indebtedness or liability and any and all creditors shall look only to the Club assets for payment. Further, neither any Officer, the Board of Directors, nor any of its individual Members shall be liable for acts, neglects or defaults of an employee, agent or representative selected with reasonable care, nor for anything the same may do or refrain from doing in good faith, including the following of done in good faith: errors in judgment, acts done or committed on advice of counsel, or any mistakes of fact or law.
Section 8.08 Liability of Members. No Member of the Club shall be personally liable to its creditors or for any indebtedness or liability and all creditors shall look only to the Club’s assets for payments.
Section 8.09 Property Interests Upon Termination of Membership. Members have no interest in the property, assets or privileges of the Club. Cessation of Membership shall operate as a release and assignment of the Club to such Member.
Section 8.10 Fiscal Year. The fiscal year of the Club shall be from each January 1 – December 31.
BYLAW IX – COMMITTEES
Section 9.01 Committee Powers. Committees of the Club shall be standing or special. The Board of Directors or the President may refer to the proper committee any matter affecting the Club or any operations needing study, recommendation, or action. The Board of Directors may establish such special committees or standing committees in addition to those specified in this bylaw as it deems appropriate with such duties and responsibilities as it shall designate, except that no committee has the power to do any of the things a committee is prohibited from doing under the Pennsylvania Non-profit Corporation Act. All committees shall act by majority vote, unless otherwise prescribed by the Board of Directors.
Section 9.02 Limitations. Except in cases where these Bylaws or the Board of Directors has by written resolution provided otherwise, the function of any committee is as an advisory group to the Board of Directors and Club. No Member of any committee, without the prior consent of the Board of Directors, has the authority to purchase, collect funds, open bank accounts, implement policy, or bind or obligate the Club or its Board of Directors in any way or by any means. All such powers are expressly reserved to the Board of Directors and the individual Officers of the Club.
Section 9.03 Committee Membership. The Board of Directors, acting upon the recommendation of the Nominating Committee, shall appoint the Members of such committees, and also select the Committee Chairpersons. Any Member of the Club, including Members of the Board of Directors and appointed agents, may be appointed in such committees. Every committee shall consist of at least two (2) persons. Committee Members serve at will and may serve as long or as little as determined by the Board of Directors or the Committee Chairperson.
Section 9.04 Standing Committees. In addition to other committees the Board may establish from time to time, the following will be standing committees of the Club:
- Executive Committee; the Executive Committee is comprised of the Officers of the Club (the President, Treasurer and Secretary), as well as any additional designees appointed by the Officers. This Committee is responsible for the daily operating of the Club and sets the agenda for all General Meetings and Meetings of the Board of Directors. The Executive Committee should meet as often as required to conduct the business of the Club, but should meet at least before each Meeting of the Board of Directors and before the Annual General Meeting. The President of the Club is the Chairperson of this Committee.
- Coaching Committee; the Coaching Committee is comprised of the Directors of Men and Women’s Rugby, and any additional designees appointed by the Board of Directors. This Committee is responsible for interviewing, vetting, recommending for hiring and removal of, recommending compensation for, and periodically reviewing any coaches for the Club. The Coaching Committee should meet as often as required to maintain a full staff of coaches for the Club, but should meet at least annually to review the current staff. The Directors of Men and Women’s Rugby shall co-chair this Committee.
- Nominating Committee; the Nominating Committee is comprised of Club Members, appointed by the Executive Committee, who are responsible for recruiting and vetting general Directors for the Club as well as being a recommending body to the Board for appointments of chairpersons, managers, agents and other designees. The Nominating Committee should meet as often as required to provide the Board with recommendations but should meet at least annually to prepare for general Director elections. The Executive Committee shall appoint a Chairperson for this Committee.
- Finance Committee; the Finance Committee is comprised of the President, the Treasurer, and any additional designees as appointed by the Board of Directors. This Committee is responsible for overseeing and managing the Club’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 Club. The Treasurer of the Club is the Chairperson of this Committee.
- Membership Committee; the Membership Committee is comprised of the Club Secretary, the Directors of Men and Women’s Rugby and any additional designees as appointed by the Board of Directors. This Committee is responsible for managing all issues pertaining to the current Club Membership. This includes, but is not limited to, Membership meetings, events, player recruitment, player retention, coaching relationships, and Club dues collection. The Membership Committee should meet as often as required to properly managed Membership issues. The Secretary of the Club is the Chairperson of this Committee.
- Marketing Committee; the Marketing Committee is comprised of the Secretary of the Club and any additional designees as appointed by the Board of Directors. This Committee is responsible for managing and overseeing all Club branding, including but not limited to, merchandise, social media accounts, the Club’s official website, Bylaws and press, periodic newsletters, etc. This Marketing Committee should meet as often as required to properly manage all branding issues and endeavors. The Secretary of the Club shall be the Chairperson of this Committee.
Section 9.05 Special or Sub-Committees. The Board of Directors may establish such special or sub-committees as it deems appropriate from time to time. Special or sub-committees shall have the duties and responsibilities as the Board of Directors may designate from time to time.
Section 9.06 Minutes. The Committee Chairperson, or their designee, must take detailed minutes of each meeting and report said minutes to the Club Secretary within 14 days of any meeting for consolidated storage and Board of Directors review. Sub-committee or working group minutes should be reported to the committee in which they report to within 14 days.
BYLAW X – INDEMNIFICATION
Section 10.01 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 an Officer or Director of the Club or, while serving as an Officer or Director of the Club, is or was serving at the request of the Club 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 Club, shall be indemnified and held harmless by the Club 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 Club 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 Board of Directors of the Club. To the extent authorized by state law, the Club 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 10.02 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 Organization, bylaw, agreement, vote of Members or disinterested Officers and Directors, or otherwise.
Section 10.03 Indemnification of Officers and Agents of the Club. The Club may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to payment by the Club, for expenses incurred in defending any proceeding before its final disposition, to any Officer, Director, or agent of the Club to the fullest extent of the provisions of this bylaw with respect to the indemnification and advancement of expenses of Officers or Directors of the Club.
Section 10.04 Changes in United States or Pennsylvania Law. If there is any change of federal or state statutory provisions applicable to the Club relating to the subject matter of this bylaw, then the indemnification to which any person shall be entitled under this bylaw shall be determined by the changed provisions, but only to the extent that the change permits the Club to provide broad indemnification rights than the provision permitted the Club to provide before the change. Subject to the next Section, the Board of Directors is authorized to amend these Bylaws to conform to any such changes statutory provisions.
Section 10.05 Amendment or Repeal of a Bylaw. No amendment or repeal of the Bylaws shall apply to or have any effect on any Officer, agent, Director or Member of the Club for or with respect to any acts or omissions of the Officers, agents, Directors or Members occurring before the amendment or repeal.
Section 10.06 Impact of Tax Exempt Status. The rights to indemnification set forth in this bylaw are expressly conditioned upon such rights not violating the Club’s status as a tax exempt organization described in section 501(c) of the Internal Revenue Code of 2018, as amended.
BYLAW XI – AMENDMENTS TO BYLAWS
Section 11.01 Adoption. These Bylaws must be adopted by the Board of Directors of the Club and then may be confirmed by the voting Membership at the inaugural Annual General Meeting. Subsequently, these Bylaws may be amended, restated or repealed by a majority vote of the voting Membership.
Section 11.02 Inspection of Bylaws. The original or copy of these Bylaws, as amended or otherwise altered to date, certified by the Secretary, shall always be kept in the principle office of the Club for the transaction of business, and shall be open to inspection by the Members, Officers, Directors at all reasonable times.
Updated: January 29, 2019