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Constitution

CONSTITUTION AND BY-LAWS OF THE SOUTHERN CALIFORNIA RUGBY FOOTBALL UNION A NON-PROFIT PUBLIC BENEFIT CORPORATION

CONSTITUTION

I. NAME AND CONSTITUTION
1. The name of this organization shall be called “The Southern California Rugby Football Union” and shall have its Headquarters within the Los Angeles area, California. The membership of the Union shall consist of the following:
(a) Full Members comprising of clubs, universities, colleges and constituted bodies situated within the area known as Southern California, and conforming to these By-Laws and the Laws of the Game.
(b) Ex-Officio members comprising of Past Presidents of the Union and Members of the Committee of the Union (throughout these By-Laws referred to as “the Committee”) during their terms of Office.
(c) Honorary members comprising:
(i) Member of Union who are invited by the Union to play rugby football in Southern California.
(ii) Any other past player or person of distinction whom the Committee desires to honor by election to membership temporary or permanent.
(d) Honorary Associate Members comprising any Union situated in a country which has made a request to be admitted by the Committee to Honorary Associate Membership of the Union.
2. The Objects and Purposes of the Union shall be:
(a) To foster national and international amateur sports competition and to promote and practice the principles of sportsmanship, fellowship, hospitality, and a high standard of amateur athletic participation in the sport of Rugby Union Football.
(b) The promotion, encouragement, and extension of Rugby Union Football.
(c) To arrange Trial, Representative, International, and other Rugby Matches and Tours in the interest of Rugby Union Football.
(d) To assist Full Members to play Rugby Union Football.
3. Finances of the Union:
(a) The Union’s income shall be obtained from the subscriptions of Full Members, other subscriptions, interests on mortgage and investments and securities. Gate monies, and ticket receipts in respect to trial, representative, international, and other matches arranged by the Union.
(b) Any net profit (after payment of all proper and relevant outgoings and expenses) derived from the Matches referred to in the immediately preceding subclause shall be used exclusively for the Union’s charitable objects and purposes as defined in Section 2.
(c) Subject and without prejudice to the immediately preceding subclause, the Union’s net income shall be used for the whole or any one or more of the Union’s charitable objects and purposes as defined in Section 2.
4. On the winding up and dissolution of this corporation (which can only be done by a resolution adopted by an affirmative note of not less that 90 percent of the Full Members present and eligible to vote at an Annual General Meeting), after paying or adequately providing for the debts, obligations, and liabilities of the corporation, the remaining assets of this corporation shall be distributed to such organizations organized and operated exclusively for fostering national and international amateur sports competition (but only if no part of its activities involved the provision of athletic facilities or equipment), which has established its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code of 1954 (or corresponding section of any future United States Internal Revenue law).
BY-LAWS

II. MEMBERSHIP
5. (a) Any Rugby Football Club situated in Southern California which desires membership of the Union must first be in membership with a constituted body, i.e. a LAU.

Each application for membership shall be transmitted through the said LAU.

The duly minuted recommendation of the LAU must be endorsed in the application, which should be reach the Secretary of the Southern California Rugby Football Union before May 1, in order to have the applicant club eligible for the ensuing year.
(b) Any application for membership by a club or group of clubs situated outside Southern California shall be sent direct to the Secretary of the Union, with such information as to its status and fixtures as the Committee may require.
6. Each club shall be furnished annually with a copy of the By-Laws, the Laws of the Game, and be bounded thereby, and any other members of the Union within By-Law 1 shall be similarly be bounded thereby whether or not supplied with copies.
7. The annual dues (subscriptions) for the current season shall be: amended and/or approved at the Annual General Meeting. See Policies and Procedures for breakdown of dues structure.
(a) Dues are due December 1.
(b) Dues are delinquent on January 1.
8. A Member-Club shall be liable to suspension or termination of its privileges, as the Committee may determine, if:
(a) It shall not have paid its subscription by the 1st of January; or
(b) It does not maintain a fixture list to the satisfaction of the Committee; or
(c) It does not conform with any reasonable directive by the Committee as to its standards of play, administration, and general behavior.
(d) Not a member in good standing.
III. OFFICERS
9. The Officers of the Union Shall be:
(a) President, Vice President, Secretary, and Treasurer.
(b) Publicity Director and Financial Director shall be appointed by the President and approved by the Executive Committee.
(c) If the Office of the President, Vice President, or Treasurer should fall vacant between the Annual General Meeting and the 30th day of April next ensuing, such vacancy shall be filled at a Special General Meeting.
10. Duties and Powers of Officers:
(a) The President shall :
(i) Represent the Union in its relations with all other organizations and persons;
(ii) Represent in person, or select for representation of the Union, a delegate, for all meetings of the Pacific Coast Rugby Football Union.
(iii) Convene and preside over all meetings of the Union and the Executive Committee.
(iv) Establish such procedures and make such decisions as he deems necessary for the development and progress of this Union and the sport of Rugby Football in Southern California; provided that such procedures and decisions shall not abridge the privileges of any member, nor conflict with these By-Laws and any other decision and policy of the Union as a whole.
(v) Be a signatory on all bank accounts and be authorized to expend up to the sum of $50.00 on his own authority on any single event or transaction, without vote of the Union or the Executive Committee.
(vi) Appoint such committees as are necessary to carry out the decisions of the membership of the Union; and to study and make recommendations to the Union on tournaments, matters of policy and procedure, and other matters.
(b) The Vice President shall:
(i) Act in place of the President in case of his absence or incapacity, or during meetings while a motion affecting the President is being discussed.
(ii) When acting in the place of the President, have all the powers, privileges, duties, and responsibilities of the President.
(iii) Prepare the Master Schedule of games for the ensuing season, and give copies of said schedule to the Referees Society, and any other union whose teams and members are involved by the Fall General Meeting.

(a) The League and exhibition (friendly) match schedule shall be submitted at the AGM for approval.
(iv) Act as Chairman of the Disciplinary Committee, but shall disqualify himself when he is either a witness or participant in the incident involved; prepare a written report for submission to the Union of the incident, together with a recommendation for such adoption as the Committee recommends. He will also provide minutes of any meetings to the Secretary of the Union for distribution.
(c) The Secretary shall:
(i) Carry on the official correspondence of this Union.
(ii) Send Copies of all correspondence to the President and all other pertinent parties.
(iii) Notify all members of meetings within a reasonable time period thereto; notify all affected persons, members and parties of decisions of this Union.
(iv) Prepare and circulate a Union Mailing List containing the names, addresses and telephone numbers of all officers, member-clubs, and other persons whose name the President directs him to include by the Fall Meeting.
(v) Keep a careful and authentic record of any proceedings of said Union, and make copies of said minutes and proceedings available to members at meetings.
(vi) Preserve all records, reports, correspondence and documents of said Union. In addition, the Secretary shall keep a historical/archives of the SCRFU.
(vii) Keep the President or any other presiding officer advised of the parliamentary regularity of the proceedings, when requested.
(viii) Poll the members on all roll call notes, and report the results of such poll to the chair.
(ix) The Secretary shall prepare the AGM and Fall General Meeting information packages. These packages will include deadline dates, due dates, significant dates, and pertinent information for member-clubs in their obligations to the Union.
(d) The Treasurer shall:
(i) Be a signatory on all bank accounts.
(ii) Keep a careful and authentic record of the financial status and transactions of the Union.
(iii) Submit a brief written Financial Report at the Annual General Meeting of the Union and a proposed budget for the ensuing fiscal year.
(iv) Make disbursements with the consent and authorization of the President.
(v) Be responsible for the collection of dues and assessments.
(vi) Submit , for approval, any changes in the membership subscriptions and the budget (and justifications) to the Executive Committee. Prior to the AGM deadline (~ May 1). The SCRFU membership shall vote on these changes and budget at the Annual General Meeting.

IV. EXECUTIVE COMMITTEE
NOTE: Herein any mention of Committee shall refer to the Executive Committee unless otherwise specified.
NOTE: “Immediate” in the following paragraphs means the last different individual that served office.

11. The affairs of the Union shall be administered by a Committee which shall be consist of the officers named in the By-Law 9, two (2) representatives of all LAUs, the Immediate Past President, representatives of the Collegiate, Club, Youth, and Women’s Council, one (1) representative from the SCRRS, one representative from the Board of Directors, and one (1) nonvoting representative of the “Old Boys” Masters, the Tours Director, the Publicity Director, and the Financial Director. A quorum shall be 51% of the Committee. The chairman, or his proposed representative, shall be entitled to exercise a second or casting vote.
12. The Committee shall in particular have the following powers:
(a) To appoint subcommittees to deal with any affairs of the Union, with such powers as the Committee may determine. The Chairman of any subcommittee shall be entitled to exercise a second or casting vote. The quorum necessary for the transaction of business by any subcommittees shall be one-third of its appointed members, or as the Committee may determine.
(b) To delegate powers under the Laws of the Game to Councils in membership. All powers so delegated shall be defined, and a list of the clubs and Councils and to which such powers are delegated shall be printed within these By-Laws.
(c) To authorize or refuse the formation of leagues or combination of clubs. Clubs desirous of forming a league or combination of clubs shall submit their proposed rules and any subsequent alteration or additions to the Committee which may at its absolute discretion:
(i) approve the proposals;
(ii) forbid the formation or continuance of any such league or combination;
(iii) expel or suspend any club contravening these By-Laws;
(iv) expel or suspend any club which shall play a match with a club which has been expelled or suspended under this By-Law, or with any club which has been formed out of the nucleus of any such expelled or suspended club.
(d) To expel from the membership of the Union, or inflict other appropriate action on any LAU/Council/Constituted Body, Club Player, Official, or Member of a Club or an Ex-Officio, Honorary or Honorary Associate Member of the Union for infringement of any By-Law, Law of the Game, or for any conduct which, in the opinion of the Committee, is prejudicial to the interests of the Union or of the Game.
(e) To admit new counties or groups of counties to play in the County LAU Championship Competition or to eliminate any of those taking part therein.
(f) To vary the regulation for deciding the County LAU Championship Competition and the qualifications rendering a player eligible to take part in a County LAU Championship match.
(g) To authorize and regulate tournaments.
(h) To admit new clubs or groups of clubs to play in the League Championship Competitions or to eliminate any of those taking part therein.
(i) To vary the regulation for deciding the Club Championship Competition and the qualifications rendering a player eligible to take part in a Club Championship match.
(j) To hold a Committee Meeting to assist in the running of the Union. These meetings shall be held, at the suggestion of the President of the Union, between the Annual General Meeting, the Fall General Meeting, and Special General Meetings.
(1) The Committee Meeting shall be held in the Los Angeles-SCRFU area.
(2) Each LAU/Council (Constituted Body) shall be entitled to send the appropriate delegates, as defined under the Constitution and By-Laws, who must be a member of, or a proxy properly appointed by the Constituted Body, to any Committee Meeting and all such delegates, together with the officers of the Union and voting members of the Committee, shall be allowed to attend and vote.
(3) Each person at an Executive Committee meeting may carry a maximum of one proxy, and each person may hold a maximum of two votes.
13. The Committee shall have control of the funds and property of the Union, after a formal accounting of the previous year’s expenditures has been reviewed and a proposed budget for the ensuing year has been approved at the Annual General Meeting.
V. CONSTITUENT BODIES
14. To facilitate administration of these By-Laws, the Constitution, the SCRFU Policies and Procedures the Laws of the Game, and to secure the representation of clubs upon the Committee, each club shall be allocated to a recognized LAU/Council and shall be entitled annually to vote at the election of a Representative or Representatives of that LAU/Council and its clubs upon the Committee.
15. The LAU/Council to which each club is allocated shall be stated in the list of clubs printed within these By-Laws. No club shall transfer from one LAU/Council to another without the sanction of the Committee.
16. Each of the following is a LAU/Council (Constituent Body) within the meaning of these By-Laws, provided that it is a Member and provided also that each body shall comprise clubs in addition to itself, who are full members.
(a) North LAU
(b) South LAU
(c) First Division Council
(d) Second Division Council
(e) Women’s Council
(f) Youth Council
(g) University Division Council
(h) College Division Council
(i) Masters’ Council
(j) any other Council recognized by the SCRFU

The voting representation of a LAU/Council (Constituent Body) on the Committee shall be dependent upon the full member clubs represented by the LAU/Council. The voting allotment is as follows:
(a) 1 to 3 clubs = no vote
(b) 4 to 10 clubs = 1 vote
(c) 11 or more clubs = 2 votes
17. Any additional voting representation shall be approved by the General Membership. The Southern California Rugby Referees Society and the Board of Directors each have one vote on the Committee.
18. The representative of the LAU/Councils shall be elected by the majority vote of the clubs in each LAU/Council (including itself), and shall assume office after the next Annual General Meeting of the Union. No club shall be entitled to more than one vote in respect of any one vacancy.
These representatives shall :
(a) Act as the liaison between the Union and those LAU/Councils within their jurisdiction as defined within the Constitution, By-Laws, and Policies and Procedures.
(b) Represent the points of view of rugby within their LAU/Council and to determine the constituent bodies participation in the Union affairs concerning rugby within their LAU/Council.
19. The election of representatives shall be made before the SCRFU AGM in each year.
20. The Committee shall have power to decide whether any elected representative is ineligible to become, or to continue to be a member of the Committee; and in the event of any vacancy arising, the Constituent Body concerned shall forthwith elect another representative within thirty days (30) or such longer time as the Committee may prescribe, or in default, the Committee shall fill the vacancy.
VI BOARD OF DIRECTORS
NOTE: Herein any mention of Board shall refer to the Board of Directors unless otherwise specified.
21. The affairs of the Union shall administered at USARFU meetings by a Board of Directors. The Board of Directors shall consist of four members that will be elected by the Committee. The term of office for a Board member is two year, unless removed by a majority vote of the Executive Committee.
22. Election of Board members shall be performed at the Executive Committee Annual General Meeting. Two members of the Board shall be voted in each year. A candidate shall be nominated by a voting member of the Executive Committee at the Executive Committee Annual General meeting. The qualifications shall be reviewed by the Committee prior to the election. Each voting member of the Committee shall receive the number of votes that equal the number of Board members to be elected, one vote for each position. The top vote getters shall be elected. In case of a tie, each member of the Committee shall be given only one vote. A simple majority will be used to break the tie. The term of office will begin at the next USARFU AGM.
23. For the first election, all four members of the Board shall be elected. The two top vote getters will serve the normal two year term. The third and fourth place vote getter will serve a one year term for this first election. Hereafter, elections will be held every year with two Board members up for election each year.
24. If a Board member cannot complete his term, a special election may be held to fill the expired term. Thirty (30) days notice must be given to the Committee members of such an election.

VII. GENERAL MEETINGS
25. The SCRFU and the Executive Committee Annual General Meeting shall be held in Los Angeles SCRFU area and any such meeting other than an Annual General Meeting shall be designated as “Special”.
26. The President of the Union, if present, shall be Chairman of all such meetings, and shall be entitled to a second or casting vote.
27. At the any SCRFU General Meetings, each club shall be entitled to send one (1) delegate who must be a member of, or a proxy properly appointed by the club, to any General Meeting and all such delegates, together with the officers of the Union and voting members of the Committee, shall be allowed to attend and vote.

If the proxy is employed, he must be:
(a) a member of a club duly appointed by that club to attend the meeting, or
(b) the representative of the Constituent Body to which the club is affiliated.

He must be supplied with a nomination paper signed by the President and/or the Secretary of the Club, LAU, or Council concerned, authorizing him to attend the General Meeting on the club’s behalf and record its vote on any specified subject of all subjects on which voting takes place.

Each nomination paper must also indicate either:
(a) the vote or votes which the proxy is to record, or
(b) that he may at his discretion vote after hearing the discussion.

All questions as to the validity of incomplete nomination papers shall be determined by the Chairman of the meeting.

A proxy may represent one or more clubs, but most hold a nomination paper from each club, in the prescribed manner. Each nomination paper/proxy must be delivered to the Secretary prior to the start of any voting matters. The Secretary shall regulate that no one person has more than two votes at the AGM.
VIII. ANNUAL GENERAL MEETING
28. A Quorum shall be established each year at the SCRFU Annual General Meeting. It shall be 60% of the member teams-in-good-standing. This quorum shall be established at the start of the SCRFU Annual General Meeting Prior to any voting matters are discussed.
29. No By-Law Rule as to Professionalism shall be altered, rescinded or added to without a majority vote of at least two-thirds of votes recorded at the SCRFU Annual General Meeting.
30. Each SCRFU Annual General Meeting shall be held not later than the 31st of May for transaction of the following business:
(a) To consider and approve (with or without amendment) the minutes of the previous meeting;
(b) To receive a report from the Executive Committee and make an order in respect thereof;
(c) To receive the Accounts and Balance Sheet for the preceding financial year ended the 30th of April, and the Treasurer’s Report thereon, and to make any suitable order in respect thereof. To review and approve the proposed fiscal year budget;
(d) To elect the officers of the Union for the ensuing year;
(e) To consider and accept or reject any amendment or alteration in:
(i) the Laws of the Game; or
(ii) the By-Laws/Constitution/Policies and Procedures; which shall have been duly proposed, and of which due notice shall have been given.
(f) To consider any other business of which due notice shall have been given.
(g) After the completion of the Agenda, the Chairman will be prepared to hear any relevant matter for the consideration of the Committee, but on which no voting in the meeting shall be allowed.
31. Any club shall have the right to make nominations for the office of President or Vice President, Secretary, and Treasurer.
32. The election of officers shall be decided by a majority of votes recorded.

If any representative of a Constituent Body shall be elected to the office of President or Vice President, Secretary, Treasurer, or shall at any time be appointed to any salaried position in the Union, his representation of the Constituent Body shall thereupon become void, and the vacancy shall be filled in accordance with By-Law 20.

The list of nominees shall be reduced to two by secret ballot. The remaining two then shall be voted on by secret ballot. Winner determined by simple majority.
33. Notice of any proposed alteration in the By-Laws, the Laws of the Game, or any other motion to be submitted to the meeting duly signed on behalf of the proposing and seconding clubs, shall be given in writing to the Secretary not later than the 15th of April and a copy of such notice shall be sent to each club not later than the 1st of May. Notice of any amendment to such proposed alternation or motion must be in writing, signed by an authorized official of each of the clubs proposing or seconding such amendment, and shall reach the Secretary by 1st of May. After that date, notice of the Annual General Meeting, and a copy of the Agenda shall be sent to each club not later than one (1) week prior to the date of such meeting.
34. A Quorum shall be established each year at the Executive Committee Annual General Meeting. It shall be 60% of the total member votes. This quorum shall be established at the start of the Executive Committee Annual General Meeting Prior to any voting matters are discussed.
35. Each Executive Committee Annual General Meeting shall be held not later than the 31st of July or no later than 90 days before the USARFU AGM for transaction of the following business:
(a) To consider and approve (with or without amendment) the minutes of the previous meeting.
(b) Election of the Board of Directors
(c) To consider any other business of which due notice shall have been given.
(d) After the completion of the Agenda, the Chairman will be prepared to hear any relevant matter for the consideration of the Committee, but on which no voting in the meeting shall be allowed.

At the Executive Committee Annual General Meeting, each member shall be entitled to the same representation as at an Executive Committee Meeting. A proxy can be properly appointed by the member and be allowed to attend and vote.

If the proxy is employed, it must be:
(a) a person duly appointed by member to attend the meeting, or
(b) the representative of the Constituent Body to which the member is affiliated.

He must be supplied with a nomination paper signed by the member authorizing him to attend the General Meeting on the member’s behalf and record its vote on any specified subject of all subjects on which voting takes place.

Each nomination paper must also indicate either:
(a) the vote or votes which the proxy is to record, or
(b) that he may at his discretion vote after hearing the discussion.

All questions as to the validity of incomplete nomination papers shall be determined by the Chairman of the meeting.

A proxy may represent one or more members, but most hold a nomination paper from each member, in the prescribed manner. Each nomination paper/proxy must be delivered to the Secretary prior to the start of any voting matters. The Secretary shall regulate that no one person has more than two votes at the AGM.
IX. SPECIAL GENERAL MEETING
36. The Committee may convene at any time a Special General Meeting by giving to all clubs fifteen (15) days’ written notice thereof and of the business to be transacted thereat.
37. Such a meeting shall also be convened by the Committee on receiving a requisition to that effect signed by the Secretaries of not less than (10) clubs, and shall be held within sixty (60) days of receipt of the requisition by the Secretary. Each requisition shall clearly state the specific resolution to be moved.
38. No Special General Meeting shall be called to alter any of these By-Laws, Constitution, or Policies and Procedures.
X. ACCOUNTS AND AUDIT GENERAL ACCOUNTABILITY
39 No club or player shall knowingly play in any match with any suspended or expelled club or player, or in any fixture with a club which has been formed by members of one suspended or expelled by the Committee.
40. No club shall knowingly play in any tour, series or matches or match against teams sponsored or raised by any individual person or persons, unless such tour, series of matches or match shall have been previously approved by the Committee. Application for such approval must be sought and obtained before any other than provisional arrangements are made for such tour, series of matches or match, and accounts of all such approved matches with full details must be furnished to the Committee (See Tours Policy in the SCRFU Policies and Procedures).
41. Any differences of opinion which may arise as to the meaning of any of these By-Laws/Constitution/Policies and Procedures shall be decided by the Committee, unless it occurs at a General Meeting, when the decision shall be made by the Chairman thereof. Any such decision shall be recorded in the Minutes and shall be accepted as the true meaning of the By-Laws until otherwise interpreted at a General Meeting, due notice having been given.
42. The SCRFU will create a Capital Reserve Fund which will be be financed from the annual SCRFU budget. A minimum of 10% Capital Reserve shall be budgeted each year to add to the Fund. A Board of Trustees shall be recommended by the SCRFU Executive Committee and approved by the SCRFU membership. The Board of Trustees shall be the curators of the Fund.