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Bylaws

BYLAWS OF FLORIDA RUGBY UNION, INC.

A Nonprofit Corporation of the State of Florida

TABLE OF CONTENTS

BYLAWS OF FLORIDA RUGBY UNION, INC.

ARTICLE I PURPOSES

The FLORIDA RUBGY UNION, INC. (the "FRU" or "Corporation") is formed for the following objectives and purposes:

A. The promotion, encouragement, and growth of the sport of Rugby Union Football in all its aspects within the State of Florida;

B. To ensure that the playing of Rugby Union Football within the State of Florida is carried out in accordance with the Laws of the Game of Rugby Football as framed by the International Rugby Football Board and the United States of America Rugby Football Union ("USARFU");

C. To represent the interests of its members to USARFU or any territorial union given jurisdiction over the Corporation;

D. To sanction, sponsor, coordinate, and encourage rugby football tournaments and other contests as recognized by USARFU, its territorial unions, or its other local area unions;

E. To have in furtherance of its not-for-profit purposes all of the powers conferred upon corporations under the Florida Non-Profit Corporation Act (the "Act"), subject to the limitations contained in its Articles of Incorporation, these Bylaws and/or in other applicable Florida laws; and

F. Said Corporation is organized exclusively for charitable, educational, and amateur athletic purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

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ARTICLE II: OFFICES

2.1 Principal Office. The principal office of the Corporation for the transaction of its business is, and shall be, located in the State of Florida.

2.2 Change of Address.

A. The Corporation’s principal office shall not be changed from the State of Florida.

B. The FRU Executive Committee (as hereinafter defined) may change the principal office from one location to another within the State of Florida by registering a change of address with the Corporations Division of the Florida Secretary of State.

2.3 Other Offices. The Corporation may also have offices at such other place within or without the State of Florida where it is qualified to do business as the FRU Executive Committee may, from time to time, designate.

2.4 Post Office Box. A box office box shall be maintained by the Corporation for the conduct of FRU business. The currently-elected President and Treasurer shall hold a key and all other access shall be at the President’s discretion and responsibility.

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ARTICLE III: MEMBERS

3.1 Membership. The FRU includes all Rugby Union Football organizations, or such other organizations or individuals as these Bylaws or the Board of Directors shall permit, located within the State of Florida.

3.2 Class of Membership. The membership of the FRU is divided into classes as follows (collectively, "Members"):

A. Regular Members. Any association, corporation, or other organization admitted to the membership which is engaged in the sport of Rugby Union Football, or that is affected by and provides input to the operation of the FRU within the State of Florida and which agrees to conform to the Articles of Incorporation, Bylaws, rules, laws, and regulations of the FRU, shall be a regular member and entitled to vote in accordance with these Bylaws unless otherwise prohibited. Any rugby football club or other association, corporation, or organization that is affected by and provides input to the operation of the FRU which existed in the State of Florida at the time of adoption of these Bylaws shall be considered Regular Members.

B. Associate Members. Any newly formed, returning, or relegated association, corporation, or other organization which is engaged in the sport of Rugby Union Football within the State of Florida and which agrees to conform to the Articles of Incorporation, Bylaws, rules, laws, and regulations of the FRU, shall become an associate member by an affirmative vote of at least two-thirds of the Members of the FRU entitled to vote upon the application of such newly formed, returning, or relegated association, corporation, or other organization. An Associate Member shall have no voting rights in the FRU. Following a one year probationary period, an Associate Member may become a Regular Member by a second affirmative vote of at least two-thirds of the Members of the FRU entitled to vote upon the application of such newly formed, returning, or relegated association, corporation, or other organization seeking Regular Member status.

C. Affiliate Members. Any association, corporation, or other organization admitted to the membership which may be affected by and/or provides input to the operation of the FRU within the State of Florida and which agrees to conform to the Articles of Incorporation, Bylaws, rules, laws, and regulations of the FRU, including, but not limited to, organizations directly affiliated with the FRU and providing specialized benefits to the FRU, such as any referees’ society, shall be an affiliate member upon the application and affirmative vote of at least two-thirds of the Members of the FRU entitled to vote. Affiliate Members shall be entitled to such voting rights and privileges as deemed appropriate by the Members of the FRU.

D. Social Members. Any social rugby football club not desiring to fully participate in the activities of the FRU may be elected to affiliate membership upon the application and affirmative vote of at least two-thirds (2/3) of the Members of the FRU entitled to vote. An Affiliate Member shall not be entitled to vote within the FRU.

E. Honorary Members. Groups or individuals, including, but not limited to past players or individuals of distinction with whom the Members entitled to vote desire to honor, may be elected as a Honorary Member upon an affirmative vote of at least two-thirds (2/3) of the Members of the FRU entitled to vote

3.3 Contributions. All Members, regardless of class of membership, will make contributions to the FRU for its expenses in such amounts as may be determined by the Board of Directors of the FRU.

3.4 Admissions. Any association, corporation, organization, or individual meeting the qualifications for any one of the classes of membership set forth in Article III, Section 3.2, may make application to the FRU. Approval by an affirmative vote of at least two-thirds (2/3) of the Regular Members will elect an applicant to membership.

3.5 Members in Good Standing. In order to participate fully in the FRU, including but not limited to voting rights, a club must be in "Good Standing". To be considered in Good Standing a Member must meet the following criteria:

A. Member must have no financial obligation against them. Financial obligations include, but are not limited to, dues (FRU, USARFU, or any territorial union with jurisdiction over the FRU), CIPP compliance, referee fees, clinic fees for coaches and referees paid for by the Member, and tournament fees. Financial obligations must be paid in full. As an alternative, partial payment and a written payment schedule approved by the Executive Committee and implemented by the Treasurer on a case-by-case basis may be acceptable for the fulfillment of financial obligations.

B. Members must not have any disciplinary action against the Member unless pending actions are under review by the Disciplinary Chair, Disciplinary Committee, Executive Committee, or any FRU appellate committee.

C. Collegiate and high school Members are duly recognized and in good standing with their sponsoring schools. Collegiate Members losing school sponsorship may apply to the FRU for transfer into the lowest senior division appropriate.

3.6 Voluntary Withdrawal. Any Member may withdraw from the Corporation by written notice of withdrawal to the President or Secretary of the FRU. The withdrawing Member shall be liable for all financial obligations to the FRU through the then current calendar year. All rights of a Member in the Corporation shall cease on delivery of the written notice of withdrawal of the membership to the President or Secretary of the FRU as herein provided.

3.7 Termination. The membership in the FRU of any Member will terminate upon (i) its ceasing to satisfy the requirements of its class under Article III, Section 3.2, (ii) upon the vote of three-fourths of the Board of Directors present at an duly constituted meeting of the Board of Directors without cause, or (iii) upon the adoption of a resolution by a majority vote of the Board of Directors terminating the membership for cause, including, but not limited to, a Member who is more than one year in arrears on any payment or expense owed to the Corporation or a Member who fails to abide by the Articles of Incorporation, Bylaws, or other rules or regulations of the Corporation. All rights of a Member in the Corporation shall cease on termination of the membership as herein provided.

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ARTICLE IV: BOARD OF DIRECTORS

4.1 Powers. The activities, affairs, and property of the FRU will be managed, directed, and controlled by the Board of Directors, except as otherwise provided by statute or by these Bylaws.

4.2 Composition. The Board of Directors shall be composed of one authorized representative from each Member of the FRU entitled to vote (each a "Director") plus the members of the Executive Committee. Each Director has one vote on any given voting matter. In the event an authorized Director from a Member is elected to the Executive Committee, the Member will be entitled to representation by an authorized replacement Director. Under no circumstances may one person or Director cast more than one vote. Each Executive Committee member shall have one vote as a Director on the Board of Directors.

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ARTICLE V: MEETINGS OF BOARD OF DIRECTORS

5.1 Place of Meetings. Meetings of the Board of Directors shall be held at the principal office of the Corporation, or at such other place or places within or without the State of Florida as may be designated by the Executive Committee. All Members of the FRU shall be entitled to attend such meetings of the Board of Directors regardless of whether such Members has voting rights, but such right to attend shall not be implied to give such Member any right to vote.

5.2 Annual General Meetings. The Board of Directors shall meet two (2) times annually, once on the second Saturday during the month of December and once on the second Saturday during the month of June, for the purpose of electing the Executive Committee and transacting any other necessary business. Each Director entitled to vote may cast one vote by written or oral ballot, as the case may be, for each matter called to vote.

5.3 Special Meetings of the Board of Directors. Special meetings of the Board of Directors may be called by any group comprised of at least twenty-five percent (25%) of the Directors the Board of Directors or the President of the Corporation, for specific and notified purposes.

5.4 Notice. Notice of each annual meeting of the Board of Directors will be mailed or emailed to each Director at the address recorded in the FRU records. At least fourteen (14) calendar days notice shall be given to Directors for any annual meeting. In the case of a special meeting of the Board of Directors pursuant to Article V, Section 5.3 above, at least ten (10) calendar days notice shall be given.

5.5 Quorum. Except when required by law, the presence at any meeting of the Board of Directors of not less than fifty percent (50%) plus one of the Directors will be necessary and sufficient to constitute a quorum for the transaction of business. In the absence of a quorum, Directors present may adjourn the meeting without setting a future date for resumption.

5.6 Action Without Meeting. Any action required or permitted to be taken, at any meeting of the Board of Directors or of the Executive Committee, may be taken without a meeting, if prior to that action, written consent is signed or electronically transmitted by all those entitled to vote, and is filed with the minutes of such meeting.

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ARTICLE VI: OFFICERS

6.1 Number and Qualifications. The Officers of the Corporation shall consist of the President, Secretary, Treasurer, Vice-President Men’s Rugby, Vice-President Women’s Rugby, Vice-President Collegiate Rugby, and Vice-President High School and Youth Rugby (the "Officers"). Other officers may be elected from time to time as deemed necessary to conduct FRU affairs by the Board of Directors. Each Officer shall be a resident of the State of Florida, be at least twenty-one (21) years of age, and be CIPP compliant. Each Officer shall hold office for two (2) years or until death, resignation, or removal hereunder.

6.2 Election of Officers. The Officers of the Corporation shall be elected by the Board of Directors. The election of Officers shall be held at the Annual General Meeting of the Board of Directors on the second Saturday of December every even numbered year. The President, Secretary, and Treasurer shall be elected by all Directors of the Board of Directors. The Vice-President Men’s Rugby shall be elected by all Directors representing men’s senior rugby football clubs. The Vice-President Women’s Rugby shall be elected by all Directors representing women’s senior rugby football clubs. The Vice-President Collegiate Rugby shall be elected by all Directors representing men’s and women’s collegiate rugby football clubs. The Vice-President High School and Youth Rugby shall be elected by all Directors representing all high school and youth rugby football clubs or programs. In case of the absence or disability of the President, such vacancy shall be filled by a majority vote of the Executive Committee for the remainder of the presidential term.

6.3 Resignation. Any Officer may resign at any time by delivering a written letter of resignation to the President or Secretary. Unless otherwise stated therein, such resignation shall take effect on delivery.

6.4 Removal. Any Officer may be removed, with or without cause, by an affirmative vote of two-thirds of the Board of Directors.

6.5 Vacancies. Vacancies may be filled at any time by a majority vote of the Executive Committee or by executive appointment by the President.

6.6 Powers and Duties. The Officers of the FRU have the powers and duties, except as modified by the Board of Directors, as generally pertain to their respective offices, and any other powers and duties as may be delegated by the Board of Directors. The powers and duties of the Officers of the FRU are as follows:

A. President. The President shall, subject to the control of the Board of Directors, supervise and control the day-to-day business affairs of the Corporation and the activities of the Executive Committee and subordinate officers. The President shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) presiding over all meetings of the Board of Directors and Executive Committee, unless the presidency is vacant, in which case the Board of Directors shall designate a person to preside, (2) representing the best interests of the FRU , its Members, and its individuals therein, and of Rugby Union Football in general to the USARFU and any territorial union with jurisdiction over the FRU, (3) causing all orders and resolutions of the Board of Directors and Executive Committee to be carried into effect, and (4) executing any contract or other instrument authorized by the Board of Directors and the Executive Committee, provided, however, that any aforementioned instrument or contract which causes financial indebtedness of the Corporation to any third party must have written approval in advance of the Treasurer.

B. Secretary. The Secretary shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) custody of the records and documents of the FRU, (2) causing all notices to be given in accordance with provisions of the Bylaws or by law, (3) keeping the minutes of all meetings of the Board of Directors and Executive Committee, (4) responsibility for all inter and intra FRU correspondence and communications, and (5) compiling and distributing an up to date list of addresses (including email) and telephone numbers of all FRU Members, Officers, subordinate officers, and key personnel.

C. Treasurer. The Treasurer shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) having care, custody, and control of the funds, securities, and financial records of the Corporation, (2) depositing all moneys involved with the FRU in banks, trust companies, or other depositories as may be designated by the Board of Directors, (3) having charge of the disbursement of the funds of the Corporation accordance with the directions of the Board of Directors, (4) keeping correct and complete records of account, including a record of receipts and disbursements of the Corporation, (5) rendering to the Board of Directors a report of the financial conditions and operations of the Corporation, and (6) preparing a budget for adoption at the annual general meeting of the Board of Directors.

D. Vice-President Men’s Rugby. The Vice-President Men’s Rugby shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) being the primary person of contact for all men’s senior rugby football clubs in the FRU or those touring within the FRU, (2) organizing and coordinating league fixtures, playoffs, championships, and tournaments within all divisions of men’s rugby football in the FRU (3) organizing and coordinating select sides, (4) establishing such subordinate personnel as needed by the Vice-President Men’s Rugby to perform all duties incident to such office with the consent of the President.

E. Vice-President Women’s Rugby. The Vice-President Women’s Rugby shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) being the primary person of contact for all women’s senior rugby football clubs in the FRU or those touring within the FRU, (2) organizing and coordinating league fixtures, playoffs, championships, and tournaments within all divisions of women’s senior rugby football in the FRU (3) organizing and coordinating select sides, (4) establishing such subordinate personnel as needed by the Vice-President Women’s Rugby to perform all duties incident to such office with the consent of the President.

F. Vice President Collegiate Rugby. The Vice-President Collegiate Rugby shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) being the primary person of contact for all men’s and women’s collegiate rugby football clubs in the FRU or those touring within the FRU, (2) organizing and coordinating league fixtures, playoffs, championships, and tournaments within all divisions of men’s and women’s collegiate rugby football in the FRU (3) organizing and coordinating select sides, (4) establishing such subordinate personnel as needed by the Vice-President Collegiate Rugby to perform all duties incident to such office with the consent of the President.

G. Vice President High School and Youth Rugby. The Vice-President High School and Youth Rugby shall perform all duties incident to such office and other duties as may be required by law, by the Articles of Incorporation of the Corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors, including, but not limited to, (1) being the primary person of contact for all high school and youth rugby football clubs in the FRU or those touring within the FRU, (2) organizing and coordinating league fixtures, playoffs, championships, and tournaments within all divisions of high school and youth rugby football in the FRU (3) organizing and coordinating select sides, (4) establishing such subordinate personnel as needed by the Vice-President High School and Youth Rugby to perform all duties incident to such office with the consent of the President.

6.7 Subordinate Officers. The Corporation shall also have a Disciplinary Chairman, Director of Public Relations and Marketing, Referee Chairman, and Sponsorship Director, and such other officers as needed in the discretion of the Executive Committee to be appointed by a majority vote of the Executive Committee upon the nomination of the President. The duties and powers of FRU officers, other than the Officers, shall be delegated at the discretion of the Executive Committee.

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ARTICLE VII: COMMITTEES

7.1 Executive Committee. The Officers shall constitute the Executive Committee of the FRU (the "Executive Committee"). During intervals between the annual general meetings of the Board of Directors, the Executive Committee has and may exercise all powers of the Board of Directors with the exception of any power especially preserved for the Board of Directors itself. Subject to control of the Board of Directors, the Executive Committee may fix its own rules of procedures. All matters will be decided by a majority of all the votes cast by the Officers present. Not less than five (5) Officers constitute a quorum for the transaction of business by the Executive Committee. Executive Committee meetings shall be called by the President, or by fifty percent (50%) plus one of the Officers comprising of the Executive Committee, with at least seven (7) days notice. The Executive Committee shall be required to meet at least four (4) times a calendar year.

7.2 Special Standing or Ad Hoc Committees. The Executive Committee has the power to form special standing, or ad hoc committees, and to appoint committee members, to carry out the best interests of the Corporation as needed.

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ARTICLE VIII: COMPENSATION

No employee or representative of any Member, and no Officer or Director of the FRU may receive compensation from the Corporation, but the Board of Directors may authorize the payment by the Corporation of the reasonable expenses incurred by such Officers or Directors in performance of their duties.

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ARTICLE IX: FISCAL YEAR

The fiscal year of the Corporation is the calendar year from January 1st through December 31st.

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ARTICLE X: DISSOLUTION

10.1 Corporate Assets. All Members of the Corporation, if any, shall be deemed to have expressly consented and agreed that on such dissolution or winding up of the affairs of the Corporation, whether voluntarily or involuntarily, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board of Directors, shall be distributed as required by the Articles of Incorporation of this Corporation and not otherwise.

10.2 Distribution. Upon the dissolution or winding up of the Corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding Section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for public purposes. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

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ARTICLE XI: AMENDMENTS

These Bylaws may be appealed or repealed, and new bylaws may be enacted by vote of two-thirds of the votes entitled to be cast by the Directors of the Board of Directors at an annual meeting or special meeting of the Board of Directors. The notice of the proposed change must be in writing to the President or Secretary of the Corporation at least twenty-one (21) days before the annual general meeting or special meeting of the Board of Directors. The proposed amendment, repeal, or bylaws must be forwarded to the Directors of the Board of Directors in the meeting notice for discussion and consideration.

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