BYLAWS OF PORTLAND LUMBERJACKS RUGBY FOOTBALL CLUB, INC.
(As of November, 25 2015)
A Not for Profit Corporation under the laws of the State of Oregon
1. MISSION STATEMENT
Portland Lumberjacks RFC is a predominantly, but not exclusively, gay rugby club dedicated to learning, teaching and playing rugby; to forging new friendships; to celebrating others' differences; and to giving back to its supportive communities through charitable and educational activities. We are based in the Portland Metropolitan Area, in Oregon and southwest Washington, USA. We are committed to building a competitive, social, and diverse team, and embody the word ‘inclusive’ by welcoming players regardless of sexual orientation, gender identity, ethnicity, race, religion, age, or physical ability.
These bylaws set out the rules of Portland Lumberjacks R.F.C. ("PL RFC") - a non-profit organization. The organization is exclusively for athletic purposes including, but not limited to, variations of the game of rugby and all necessary organizational support for such activities.
Additionally, this corporation is organized as an amateur rugby football club exclusively for charitable and educational purposes to foster national or international amateur athletic competition within the meaning of §501© (3) of the Internal Revenue Code of 1986 (as amended), including for such purposes, the making of distributions to organizations which are recognized as exempt from tax under such §501© (3).
In these rules, unless the context otherwise requires:
The singular includes the plural and vice versa.
“Board” means the governing body of Portland Lumberjacks, also referred to as the “Executive Board.”
- “Club Officer” means board members and others elected by the members to specific officer positions.
“Member” means a playing or social member recorded as such in the Register.
“Register” means the Register of Members including relevant information.
“Month” means calendar month.
“Year” means Portland Lumberjacks fiscal year.
4. AIMS AND OBJECTIVES
The aims and objectives of PL RFC are:
The promotion, encouragement and extension of the sport of Rugby in all its aspects.
To ensure that the playing of Rugby is carried out in accordance with the Laws of the Game of Rugby, as framed by United States of America Rugby Football Union(“USARFU”) and the World Rugby Football Board (“WR”) and as administered locally by the Pacific Northwest Rugby Football Union(“PNRFU”)
5. JOINING PORTLAND LUMBERJACKS RFC
1. DETERMINATION AND RIGHTS OF MEMBERS
Any person interested in rugby and fellowship, recreation, and the enjoyment of rugby and interested in pursuing the aims and objectives of PL RFC may apply for membership.
2. QUALIFICATIONS OF MEMBERS
Any person who meets the requirements for membership specified in Section 3(a-g) [below] of this Bylaw is qualified to become a member of this organization.
3. ISSUANCE OF MEMBERSHIP
Applicants shall be admitted to membership upon:
Making written application thereof.
Payment of all or a portion of the annual dues as specified in Section 4 of these Bylaws.
Signing a written agreement to support the mission of the organization and to adhere to the organization's policies and procedures and agreeing to abide by all international, national, territorial, and local area union rules and regulations.
Signing a written waiver agreeing to release, hold harmless, discharge and covenant not to sue or pursue any damages or claims for damages against PL RFC.
Providing proof of individual medical insurance. All playing members must inform the Executive Board of any change in insurance status prior to the practice immediately following the effective date of the change in status.
All persons meeting each of the above-mentioned criteria shall be deemed "Members in Good Standing" of Portland Lumberjacks Rugby Football Club, Inc., and shall remain so, barring default of one of these provisions, death, or action by the Executive Board rescinding or abridging such status.
The Board may grant waivers to Paragraph (3b) of the above-mentioned requirements for membership to members, or prospective members, on a case-by-case basis. Waivers shall be limited to those members who are experiencing significant financial hardship or other exceptional circumstances.
4. FEES, DUES AND ASSESSMENTS
No fee shall be charged for making application for membership in the corporation.
The annual dues payable to the corporation by members shall be in such amount and allowable at such periodic installments as may be determined from time to time by resolution of the Executive Board.
Memberships shall be non-assessable.
5. NUMBER OF MEMBERS
There is no limit on the number of members the corporation may admit, unless the Executive Board sets such limit.
6. MEMBERSHIP RECORDS
The organization shall keep a membership registry containing the name and address of each member, together with the date of termination, if applicable, of such membership. Such records shall be maintained by the Secretary and made available to any Director, Officer, or member as provided for in these Bylaws.
The registry of members' names and addresses shall constitute the membership list of this organization, and its use, in whole or in part, is prohibited for any purpose not reasonably related to the individual's interests as a member.
7. MEMBERSHIP CLASSES
Each member of any class of members shall have equal rights with all members of that class. The membership consist of the following member classes, for which specific requirements to maintain a status of “in good standing” are defined below:
Entitled to regularly participate in practice, match play and social functions;
Has paid dues to the club in the amount specified and by the deadline specified by the executive board.
Has paid required membership fees to the Pacific Northwest Rugby Football Union (PNRFU) and USA Rugby;
Has sufficient health insurance as designated by USA Rugby;
Follows team rules and requirement, as established by the Coach(s) and Captain(s) for each season.
Entitled to vote in the annual General Elections
Entitled to regularly participate in social functions
Has paid dues to the club in the amount specified and by the deadline specified by the executive board.
Follows any rules as set forth in these bylaws and codes of conduct instituted by the club.
Entitled to vote in the annual General Elections.
Alumni and Guests
Alumni and guests are welcome to participate in Club Events, with approval by a Club Officer(s). Alumni and guests are welcome to participate in games, with approval by a Club Officer(s), documentation of sufficient health insurance as designated by USA rugby, documentation of payment of required membership gees to PNRFU and USA Rugby.
6. CESSATION OF MEMBERSHIP
A Member ceases to be a Member of PL RFC when that Member ceases to exist or is expelled from membership due to non-payment of annual fees, failure to maintain medical insurance, or, as determined by the Disciplinary Committee, failure to pursue the aims and objectives of PL RFC.
A Member may resign from membership by giving notice in writing to the
Secretary. The resignation shall take effect on the day the written notice is received by the Secretary. A resigning Member must tender with the resignation letter any outstanding subscriptions and/or other money owing to PL RFC.
3. RIGHT OF APPEAL
Any Member whose membership has been terminated may appeal at the
next Executive Board Meeting of PL RFC.
1. LIABILITY OF MEMBERS
The liability of a Member of PL RFC to contribute towards the payment of the debts and liabilities of PL RFC or the cost, charges and expenses of the winding up of PL RFC is limited to the amount, if any, unpaid by the Member in respect of joining fees, annual subscriptions and any other money properly due and payable by the Member in return for goods and/or services purchased from PL RFC.
2. LIABILITY OF PORTLAND LUMBERJACKS R.F.C.
PL RFC is not responsible for obligations/liabilities of Members.
1. AMOUNTS PAYABLE
The annual subscription payable by a Member will be set by a majority vote of the Membership at the annual general meeting.
2. ANNUAL SUBSCRIPTIONS
The Treasurer shall invoice all Members on the Register within two (2) months prior to the start of the PL RFC Financial year. Annual subscriptions shall be due and payable within two (2) months after the issuing of these invoices. At the discretion of the Treasurer, the annual subscribe may be divided into seasonal payments. The Executive Board will establish policy and procedures to equitably address non-payment of annual subscriptions.
3. OTHER FEES
The Executive Board, by a two-thirds vote at an Executive Board Meeting, may determine additional fees.
The Treasurer shall present an annual budget at the first Executive Board Meeting of the year.
9. EXECUTIVE BOARD
The affairs and management of PL RFC shall be under the control of the Executive Board, which shall consist of the President, Vice President of Marketing and Sponsorship, Secretary, Treasurer, Director of Rugby Operations, Director of Social Affairs and Philanthropy, and Parliamentarian and Wellness Officer as outlined below in Section
Additional positions may be added to or removed from the Executive Board by a two-thirds majority vote at an Executive Board Meeting prior to annual elections.
The Executive Board will hold office for a period of approximately 1 year, taking office at an Annual Meeting.
Any Executive Board Member may resign in writing to the Secretary.
Any Executive Board Member who ceases to be a Member shall be taken to have resigned as an Executive Board Member. In the event of resignation, the Executive Board will nominate an interim replacement.
It shall be the duty of the Directors to:
Perform any and all duties imposed upon them collectively or individually by law, by the Certificate of Incorporation of this corporation, or by these Bylaws.
Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation.
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
Meet at such times and places as required by these Bylaws.
Register their addresses with the Secretary of the corporation and insure that notices of meetings mailed or otherwise directed to them at such addresses shall be valid notices thereof.
1. ELECTION OF OFFICERS
The members of PL RFC shall elect from among themselves officers of PL RFC for a period of one year at the Annual Meeting. The officers are President, Vice President of Marketing and Sponsorship, Secretary, Treasurer, Director of Social Affairs and Philanthropy, Director of Rugby Operations and Parliamentarian and Wellness Officer.
The President shall:
Be the chief executive officer of the organization and shall, subject to the control of the entire Executive Board, supervise and control the affairs of the organization and the activities of the officers.
Perform all duties incident to that office and other duties as may be required by law, by the Certificate of Incorporation of this organization, or by these Bylaws, or which may be prescribed from time to time by the Executive Board.
Preside at all meetings of members, unless the presidency is vacant, in which case the Executive Board shall designate a person to preside.
Except as otherwise expressly provided by law, by the Certificate of Incorporation, or by these Bylaws, the President shall, in the name of the organization, execute such deeds, mortgages, bonds, contracts, checks, or other instruments, which may from time to time be authorized by the Executive Board.
Oversee the solicitation of coaching staff.
Liaise with Conferences and Unions outside our Geographic Union, and delegate authority to other members to act on behalf of the club.
Provide a strategy for fundraising.
Vice President of Marketing and Sponsorship
The Vice President of Marketing and Sponsorship shall:
Assist the President wherever necessary.
Manage Public Relations for the team, increasing Lumberjacks exposure in PNRFU and throughout IGR.
Manage social media for the team.
Manage team and fundraising merchandising (team gear, jerseys, merchandise for sale).
Manage team sponsorships.
Succeed the President in the event that the President resigns.
The Secretary shall:
Certify and keep at the principal office of the corporation the original, or a copy, of these Bylaws as amended or otherwise altered to date.
Maintain, and keep at the principal office of the corporation or at such other place as the Board may determine, a book of minutes of all meetings of the Directors, and, if applicable, meetings of the Executive Board and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting, and the proceedings thereof.
See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Be custodian of the records to all duly executed documents, the execution of which on behalf of the corporation is authorized by law or by these Bylaws.
Exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the Bylaws, and the minutes of the proceedings of the Directors of the corporation.
In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Certificate of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Board.
The Treasurer shall:
Have charge and custody of, and be responsible for, all funds and securities of the corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Executive Board.
Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
Maintain and reconcile membership register containing the name and address of each and any members, and, in the case where any membership has been terminated, he or she shall record such fact in the membership records together with the date on which such membership ceased. The Treasurer shall exhibit at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the membership records. at all reasonable times to any Director of the corporation, or to his or her agent or attorney, on request therefore, the membership records.
Disburse or cause to be disbursed the funds of the corporation as may be directed by the Executive Board, taking proper vouchers for such disbursements, or as required by law.
Keep and maintain adequate and correct accounts of the corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
Exhibit at all reasonable times the books of account and financial records to any Director of the corporation, or to his or her agent or attorney, on request.
Render to the President and Directors, whenever requested, an account of any or all of his or her transactions as Treasurer and of the financial condition of the corporation.
Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Certificate of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Executive Board.
Maintain, or cause to be maintained, the corporate status of the club with the state and federal government, and status as a non-profit corporation under federal regulations.
Director of Social Affairs and Philanthropy
The Director of Social Affairs and Philanthropy shall:
Organize Third-Halves, Social Gatherings, Nights Out and Meet and Greets.
Assist in the organization of the non-playing members group.
Have social events for the team, recruits and community and promote the Lumberjacks as a group of gentlemen (regardless of actual gender) first and foremost.
Oversee the fundraising efforts of PL RFC.
Director of Rugby Operations
The Director of Rugby Operations shall:
Organize home and away games.
Home games: Give directions to the visiting team, scheduling a referee.
Away games: Get directions to pitch, assist in scheduling a referee.
Advertise the home games to people.
Obtain practice and game pitches, with necessary permits.
Ensure the match results are recorded accurately.
Ensure the team has adequate equipment on hand as necessary for both practices and matches.
Parliamentarian and Wellness Officer
The Parliamentarian shall:
Attend all meetings of the association and of the Executive Board and give necessary advice in parliamentary procedure when requested.
Call the first meeting of the nominating committee, conduct election of chairman and give instructions in procedure, and may be contacted for additional information, if needed, and shall attend meetings of the nominating committee only if elected to serve as a member of the committee.
Chair bylaws committee and review bylaws and standing rules annually.
Be the chief disciplinary officer of PL RFC and will chair the committee established to enforce the rules of PL RFC.
Act as the Wellness Officer for the club, ensuring that members feel included and that their voice is represented to the Executive Board, and aiding in the resolution of personal disputes between club members.
1. ANNUAL MEETING
PL RFC’s Annual Meeting shall be held anytime within the calendar year. The business of the meeting shall be to present the report of the Executive Board and accounts, to conduct elections, and to conduct such other business as may be specified in the notice of the meeting.
2. EXECUTIVE BOARD MEETINGS
The Executive Board shall meet as necessary to conduct PL RFC business.
3. PRESIDENTS ABSENCE
In the absence of the President, the Vice President of Marketing and Sponsorship shall preside as chairperson at the meeting. In the absence of both President and Vice President of Marketing and Sponsorship, the Members present shall elect from among them a person to preside as chairperson at the meeting.
4. NOTICE AND QUORUM
The Secretary shall give at least 14 days’ notice for the Executive Board meeting (15 days for Annual Meetings) to all Members of any meeting. The quorum for the Annual Meeting shall consist of the members represented .at the meeting .. The quorum for all Executive Board meetings shall be 50% of the Executive Board.
5. OTHER ATTENDEES
The President may permit other parties to attend and grant rights of audience to guests fairly but otherwise as they see fit.
Each Member shall have a single vote on any poll. Unless a greater majority is required in any case under these rules, a simple majority shall resolve all matters at any meeting and in the event of an equality of votes the chair of the meeting shall have an additional casting vote.
12. COACHING and TRAINING SESSIONS
The Coaching Staff shall be responsible for the rugby training for the Portland Lumberjacks RFC. Coaches will be hired based on available funding. All coaching staff require a contract to outline specific responsibilities. Any Coach that receives compensation is considered to be an independent contractor and not an employee of the club.
Training sessions shall be designed with the safety of players as a first priority, with additional emphasis on team building, education and enjoyment.
The Head coach shall be appointed by the Executive Board. The coach shall be responsible for setting up and conducting all practices, and for the team’s game plan, player selection, preparation and substitutions on match days. It is preferential that the coach is not also a player, but that they reserve the right to do so if necessary for strategic, skill or player numbers reasons.
The Assistant coach or coaches may be appointed by the Head Coach with the approval of the Executive Board. It is preferential that the Assistant Coach(s) is not also a player, but that they reserve the right to do so if necessary for strategic, skill or player numbers reasons.
13. TEAM CAPTAINS
There shall be a Captain and Co-Captain for the Club.
The Captains shall be selected by the coaching staff, with the approval of the Executive Board.
The positions may be help by playing members who are in good standing only. It is suggested that they have taken and passed the World Rugby laws online exam.
The Captain shall lead the Portland Lumberjacks on the pitch, the Captain shall act as the official spokesperson for the Lumberjacks during a match;
The Co-Captain shall assist the Captain to lead the Lumberjacks on the pitch. In the absence of the Captain, the Co-Captain shall be the official spokesperson for the club during the match;
Assist in adhering to match schedules;
Communicate with the players to ensure representation of player concerns to the board.
Lead practice sessions in the absence of the coaching staff with instructions from the coaching staff. Provide input to the coaching staff for match-day player selection.
Where in these rules, notices are required to be sent to Members, they shall be deemed to be duly served if delivered by hand or sent electronically or by pre-paid post to the Member’s address shown in the Register. The date of receipt shall be deemed to be when it would be delivered in the ordinary course of post if sent by pre-paid post. It shall be entirely the responsibility of Members to inform the Secretary of any change to the mailing or electronic addresses shown in the Register. In the case of notices of meetings required by these rules, the accidental omission to provide a notice to any Member, or the non-receipt of such notice, shall not prejudice or invalidate the proceedings or decisions of such meetings.
15. AMENDMENTS TO THESE RULES
Any of these rules may be modified, altered or added to by a resolution of Members. PL RFC shall provide to all Members not less than 15 days before an Annual Meeting a copy of the proposed amendment. Upon the passing of the amendment by a two-thirds vote, the rules shall deem to have been amended accordingly and all Members shall be bound by the amended rules. As soon as practical, PL RFC shall, upon request and at its expense, provide to each Member a copy of the amendment so passed.
16. INSPECTION OF DOCUMENTS
The Secretary shall ensure that all of PL RFC’s minute books and the Treasurer shall ensure that PL RFC's books of accounts are available for inspection by any Member, upon reasonable notice and at a reasonable time and place. No Member may disseminate any information gained through inspection of PL RFC records without the written consent of the Executive Board.
Disputes among the general membership will be heard and resolved by the
Executive Board. Disputes among the Executive Board shall be heard and resolved by a committee assembled and chaired by the Parliamentarian. If the dispute involves the Parliamentarian, another Executive Board member shall be selected by the Executive Board to replace the Parliamentarian on this special committee.
PL RFC shall be considered dissolved with a two-thirds majority approval of the Executive Board and two-thirds vote of approval by Members at the next Annual Meeting. In such an event, all properties and possessions of PL RFC are to be sold, and all proceeds are to be used to pay all outstanding debts of PL RFC. All remaining assets including any endowments shall be disbursed to charitable organizations as determined by the Executive Board.