BYLAWS of the

BALTIMORE FLAMINGOS RUGBY FOOTBALL CLUB

ARTICLE I: GENERAL ORGANIZATION

SECTION I. NAME

The name of the organization shall be Baltimore Flamingos Rugby Football Club (RFC).

SECTION II. INCORPORATION AND LOCATION

        The principal office of the Baltimore Flamingos RFC shall be located in the City of Baltimore, Maryland and registered with the State of Maryland as an educational and charitable non-profit organization.  Any change in the principal location shall be registered with appropriate authorities and government agencies.

SECTION III. MISSION STATEMENT ENUMERATED

        Baltimore Flamingos RFC is an inclusive athletic organization dedicated to promoting participation, knowledge, and skill in the sport of rugby football. We create a diverse environment that is open and welcoming to all people. The organization’s focus on the underserved populations that include gay, bisexual and transgender communities, does not exclude participation by any individual who supports the mission of the organization.

The organization seeks to serve the LGBTQ Community by offering an inclusive, organized, athletic environment in which to play rugby.

Baltimore Flamingos RFC is a charitable and educational organization, in support of this, the organization shall conduct educational and practical events that further the participation in the sport of rugby football.

        

SECTION IV. GOVERNING BODY

        Baltimore Flamingos RFC shall be governed by a Board of Directors elected by the membership and vested with the general authorities enumerated in Article IV.

ARTICLE II: MEMBERSHIP

SECTION I. MEMBERSHIP CLASSES EXCLUDED

        The corporation shall have one class of members with all rights, privileges, and responsibilities thereto appertaining.  No member shall hold more than one membership in the corporation.

SECTION II. QUALIFICATION OF MEMBERS

        Membership to this corporation shall be open to any person who meets the requirements for membership specified in Section III of this Bylaw regardless of sexual orientation, gender, gender identity or expression, race, color, religion, nationality, ethnic origin, political beliefs, athletic ability, age, physical challenge, mental challenge, or health status.

SECTION III. ISSUANCE OF MEMBERSHIP

  1. Applicants shall be admitted to membership upon:

  1. Making written application thereof.
  2. Payment of all or a portion of the annual dues as specified in Section 4 of this Bylaw.
  3. Signing a written agreement in support of the mission of the organization.
  4. Adherence to the organization’s policies and procedures.

  1. All persons meeting each of the above-mentioned criteria shall be deemed “Members in Good Standing” of the Baltimore Flamingos RFC, and shall remain so, barring default of one of these provisions, death, or action by the Board of Directors rescinding or abridging such status.
  2. Attendance is defined as “the state of going regularly to or being present at a place or event” and is not participation. Members shall lose designation of “Members in Good Standing” by failing to attend 50% of all organization functions. Examples of functions include practices, games, fundraisers, community service.

SECTION IV. FEES, DUES AND ASSESSMENTS

  1. No fee shall be charged for making application for membership in the corporation.

  1. 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 Board of Directors.

  1. Exemption from dues shall be made available to a member by resolution of the Board of Directors.

  1. Membership shall not be assessable.

SECTION V. MEMBERSHIP PRIVILEGES AND RIGHTS ENUMERATED

  1. Members shall enjoy the following privileges:

  1. Attend and participate in all club sponsored social functions.
  2. Attend and participate in all community workshops.
  3. Attend and participate in all community service events.
  4. Elect enrollment in a club sponsored competitive team.
  5. Attend and participate in all club sponsored practices.
  6. Attend all matches, and away tournaments and competitions.

  1. Members shall enjoy the following rights:

  1. Voting rights as enumerated herein as long as the member has been in good standing for at least thirty (30) days. Voting eligibility will be determined by the Secretary prior to the meetings in which general members are asked to vote. Members not in good standing for a minimum of 30 days may submit a written petition after one (1) day and up to twenty-nine (29) days before an election of board consideration of instating voting rights.
  2. An equal and welcomed voice in decisions entrusted to and made by the general membership.
  3. A redress of grievances to the Board of Directors for any decision reached by the Board of Directors.

SECTION VI. NUMBERS OF MEMBERS

There is no limit on the number of members the corporation may admit, unless such a limit is set by the Board of Directors.

SECTION VII. MEMBERSHIP RECORDS

  1. The corporation 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.

  1. The registry of members’ names and addresses shall constitute the membership list of the corporation, and its use, in whole or in part, is prohibited for any purposes not reasonably related to the individual’s interests as a member.

SECTION VIII. NONLIABILITY OF MEMBERS

A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.

SECTION IX: NONTRANSFERABILITY OF MEMBERSHIPS

        No member may transfer for value a membership or any right arising therefrom.

SECTION X: TERMINATION OF MEMBERSHIPS

  1. Resignation:  A member may resign from membership at any time upon written notification to a member of the Board of Directors.  Resignation shall not relieve the member from any obligation for charges incurred, services or benefits actually rendered or due arising from contract or otherwise.

  1. Expulsion:  Any member of the organization may be expelled from membership upon a simple majority vote of the Board of Directors with the assent of a 2/3 majority of the membership present and voting at a called meeting of the general membership if the member to be suspended has committed an egregious breach of conduct.  Examples of egregious breaches of conduct may include, but are not limited to:

  1. Conviction of a violation of the laws of the State of Maryland or the United States of America that carries a sentence of more than one (1) year imprisonment and/or a fine of more than $1,000.00.  
  2. Assault or battery upon a member of Baltimore Flamingos RFC.
  3. Willful and malicious destruction of Baltimore Flamingos RFC property.

The member so charged shall have twenty (20) days’ notice of such meeting and a statement of the charges.  The member so charged may be represented by counsel and shall be entitled to call witnesses.

  1. Death: All rights of membership cease upon the member’s death.

  1. All rights of a member in the corporation shall cease on termination of membership as herein provided.

ARTICLE III: MEETINGS OF MEMBERS

SECTION I. PLACE OF MEETINGS

        Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without the City of Baltimore and may be designated by resolution of the Board of Directors.

SECTION II. ANNUAL MEETINGS

The members shall meet annually during the month of December for the purposes of electing Directors and Officers, as well as transacting any other necessary business of the corporation.

SECTION III. SPECIAL MEETINGS OF ALL MEMBERS

        Special meetings of members may be called by the Board of Directors or the President of the corporation, for specific and notified purposes.  In addition, such meetings of the members for any lawful purposes may be called by any group comprising of ten percent (10%) or more of the members.

SECTION IV. NOTICE OF MEETINGS

  1. Time of Notice. Whenever members are required or permitted to take action at an annual or special meeting of members, a written notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or certified mail, that notice shall be given no less than twenty (20) days before the meeting.

  1. Manner of Giving Notice. Notice of a members’ meeting or any report shall be given either personally, by mail, email or other means of written communication, addressed to the member at the address of such member appearing on the records of the corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the place where the principal office of the corporation is located or by a publication of notice of the meeting at least once in a newspaper of general circulation in the jurisdiction in which the principal office is located.  Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication.

  1. Contents of Notice. Notice of a membership meeting shall state the place, date and time of the meeting and (1), in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted; or (2), in the case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the members.  Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a regular meeting for such action.  The notice of any meeting of members at which Directors are to be elected shall include the names of all those who are nominees at the time notice is given to members.

  1. Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and shall be delivered personally or sent by registered mail or by official email to the President or Secretary of the corporation. The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will be held, stating the date of the meeting.

The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the receipt of the request, persons calling the meeting may give the notice themselves.

  1. Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in paragraph F of this section, the waiver of notice or consent shall state the general nature of the proposal.

  1. Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the following proposals, such action shall be invalid unless unanimously approved by those entitled to vote:

  1. Removal of Directors without cause;
  2. Filling of vacancies on the Board by members;
  3. Amending the Articles of Incorporation;
  4. An election to voluntarily wind up and dissolve the corporation.

SECTION V. QUORUM REQUIREMENTS

  1. A quorum shall consist of Fifty percent (50%) of the voting members of the corporation.

  1. The members present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting for any reason, provided that any action taken after the loss of a quorum must later be approved by at least a majority of the members required to constitute a quorum.

  1. In the absence of a quorum, any meeting of the members may be adjourned by the vote of a majority of the members represented in person or by proxy at the meeting, but no other business shall be transacted at such meeting.

  1. When a meeting is adjourned for lack of a sufficient number of members in attendance to conduct business, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business intended to be transacted there, other than by recording, at the meeting at which the adjournment is taken, the time and place wherein adjournment occurred. However, if after the adjournment a new record date is fixed for notice or voting by the members, the notification process must be repeated, stating the new time, date and place.

SECTION VI. MAJORITY ACTION AS MEMBERSHIP ACTION

Every action taken, or decision made by a majority of voting members present in person or represented by proxy at a duly held meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation, or these Bylaws require a greater number.

SECTION VII. VOTING RIGHTS

  1. Each person who is determined to be a member in good standing under Article III of these Bylaws is entitled to one vote on each matter submitted to vote by the members. Any person not determined to be a member by these same criteria at the time of voting, shall not vote. The Secretary, at the time of voting, shall have available a current list of members eligible to vote.

  1. Voting at duly held meetings may be voice vote or written ballot. Election of Directors and the election of officers, however, shall be by ballot.

SECTION VIII. PROXY VOTING

  1. Members shall have the right to vote either in person or by written proxy executed by the members duly authorized agent and filed with the Secretary of the corporation.  No proxy shall be valid after the close of the fiscal year in which it was executed.  No proxy shall be irrevocable.  

  1. Proxies may originate with the individual member who wishes to utilize the manner of voting, or with the Board of Directors.  In the former case, they may be one of two types: (1) vote-specific, authorizing the member’s agent to vote only for particular candidates or issues appearing on the ballot and (2) general “Powers-of-Attorney”, authorizing the member’s agent to vote as he or she sees fit on such issues.  In the case of proxies originated by the Board, they must state the general nature of the matter to be voted on, and list those persons who were nominees for office at the time notice of the vote for election was given to members.

  1. Any proxy which a member marks “withhold” shall not be voted either for or against the election of that given nominee for office, or given proposition.

  1. Proxies originated by the individual member shall:

  1. Be written or typed, not orally transmitted.
  2. State clearly the member’s wishes in regards to the vote, whether for offices, individual, or other matters under consideration.
  3. Be signed and dated.

  1. Proxies shall afford an opportunity for the member to specify a choice between approval and disapproval of each matter or group of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is solicited.  The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter, the vote shall cast in accordance therewith.

SECTION IX. CONDUCT OF MEETINGS

  1. Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by a Chair chosen by a majority of the Board of Directors. The Secretary of the corporation shall act as Secretary of all meetings of members. In the Secretary's absence, the presiding officer shall appoint another person to act as Secretary of the meeting.

  1. Meetings shall be governed by the most recent edition of Robert's Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with any provision of law.

SECTION X. ACTION BY WRITTEN BALLOT WITHOUT A MEETING

  1. Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action, provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of meetings specified in Section 4(B) of this Article.

  1. All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted. The ballots must specify the time by which they must be received by the corporation in order to be counted.

  1. Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

  1. Directors shall be elected by written ballot. Such ballots shall list the persons nominated at the time that the ballots are mailed or delivered. If any ballots are returned marked "withhold" or otherwise marked in a manner indicating that the authority to vote for the election of Directors is declined, they shall not be counted as votes either for or against the election of a Director.

  1. A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.

SECTION XII. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Except as otherwise provided in these Bylaws, any action required, or permitted, to be taken by the members may be taken without a meeting, if and only if all members shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same force and effect as the unanimous vote of the members.

ARTICLE IV: BOARD OF DIRECTORS

SECTION I. BOARD AUTHORITY

        The affairs of Baltimore Flamingos RFC shall be governed by a Board of Directors chosen from its membership. Subject to the provisions of the State of Maryland law and any limitations in the Articles of Incorporation, and Bylaws relating to action required or permitted to be taken or approved by the member, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.

SECTION I. COMPOSITION OF THE BOARD

        Collectively known as the Board of Directors, the Board shall be composed as follows of five (5) Directors:

  1. President (Chair)
  2. Vice President
  3. Treasurer
  4. Secretary
  5. Director-At-Large

SECTION III. DUTIES

It shall be the duty of the Board of Directors to:

  1. Perform any and all duties imposed upon them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these Bylaws.
  2. 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.
  3. Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
  4. Meet at such times and places as required by these Bylaws.
  5. 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.
  6. Raise the necessary funds to conduct the business of the corporation through active individual and collective participation in fundraising endeavors.

SECTION IV. QUALIFICATION, ELECTION AND TERMS OF OFFICE

        Any member in good standing may serve as a Director of this corporation.  Directors shall be elected by the members at the annual meeting as described in Article III.  The term of office for each Director shall be one (1) year.  Each Director elected shall take office on January first (1st), following the annual meeting in December of each year, and shall hold office through the thirty-first (31st) of December that year, unless they resign or are removed, or are otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION V. COMPENSATION

Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and is allowable under the provisions of Section 6 of this Article.

SECTION VI. RESTRICTION REGARDING INTERESTED DIRECTORS

Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board may be interested persons. For purposes of this Section, "interested persons" means either:

  1. Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director; or

  1. Any brother, sister, ancestor, descendant, married or unmarried spouse, legal domestic partner, brother-in-law, sister-in-law, daughter-in-law, mother-in-law, father-in-law of the officer, or any person with joint financial interests with any such person.

SECTION VII. PLACE OF MEETINGS

Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within or without the City of Baltimore that has been designated from time to time by resolution of the Board of Directors. In the absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation after all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any special meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating in such meeting can readily communicate with all of the others.

SECTION VIII. REGULAR MEETINGS

  1. The day and time of regular meetings of the Board shall be set and noticed not less than fourteen (14) days before the date of the meeting, and shall be scheduled and noticed a minimum of one time per month.

  1. The Board, by majority vote, may enter into Executive Session during a regular Board Meeting to discuss personnel or individual membership matters. Executive Sessions may be limited to Directors only.

  1. No formal actions may be taken during an Executive Session.

SECTION IX. SPECIAL MEETINGS

  1. Special meetings of the Board of Directors may be called by any two officers or Directors. Such meetings shall be held at a place designated by the person or persons calling the meeting, provided all those concerned may conveniently attend, and in the absence of such designation, at the principal offices of the corporation. Special meetings are understood, by their nature, to be limited to consideration and discussion of matters of extreme urgency.
  2. Due to the urgent nature of special meetings, notice of the members is not required of the Board of Directors, save notice of such members, officers, employees or agents as may be applicable to the subject of the meeting. Notice may be by mail, telephone, in person, or by whatever means is most expeditious. The subject, import and outcome of such meetings shall be conveyed to the membership as soon as possible thereafter.  Any notice shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the notice.

SECTION X. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS

The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION XI. QUORUM REQUIREMENTS

  1. A quorum shall consist of a simple majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time fixed for the next regular meeting of the Board.

  1. When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the adjournment is taken, except as provided in Section 9 of this Article.

  1. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business notwithstanding the loss of a quorum at the meeting due to a withdrawal of Directors from the meeting, provided that any action thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as may be required by law, or the Articles of Incorporation or Bylaws of this corporation.

SECTION XII. MAJORITY ACTION AS BOARD ACTION

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum, no less than four (4) Directors, is present is the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the State Code, particularly those provision relating to appointment of committees, approval of contracts or transactions in which a Director has a material financial interest, and indemnification of directors, require a greater percentage or different voting rules for approval of a matter by the Board.

SECTION XIII. CONDUCT OF MEETINGS

  1. Meetings of the Board of Directors shall be presided over by the President of the Corporation or, in the President's absence, by a Chair chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as Secretary of all meetings of the Board, provided that in the Secretary's absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.

  1. Meetings shall be governed by Roberts' Rules of Order, as such rules may be revised from time to time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of this corporation, or with provisions of law.

SECTION XIV. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING

Any action required or permitted to be taken by the Board of Directors under any provision of law may be taken without a meeting, if all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the Board" shall not include any "interested Director", written consent or consents shall be filed with the minutes of the proceedings of the Board.

Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to do act, and such statement shall be prima facie evidence of such authority.

SECTION XV. NONLIABILITY OF DIRECTORS

The Directors shall not be, as such, personally liable for the debts, liabilities, or other obligations of the corporation.

SECTION XVI. CORPORATE INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER CORPORATE AGENTS

  1. To the extent that a person who is, or was, a Director, officer, employee or other agent of this corporation has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of any claim issue, or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

  1. If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by this corporation by only to the extent allowed by, and in accordance with the requirements of Maryland law.

SECTION XVII. INSURANCE FOR CORPORATE AGENTS

The Board of Directors may adopt a resolution authorizing the purchase and

maintenance of insurance on behalf of any agent of the corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of law for the State of Maryland.

ARTICLE V: OFFICERS, AGENTS AND EMPLOYEES

SECTION I. NUMBER OF PRINCIPAL OFFICERS OF THE BOARD

        The principal officers of the Board of Directors shall be an elected President, an elected Vice President, an elected Secretary, an elected Treasurer, and an elected Director-At-Large.  No person may hold more than one office at the same time.

SECTION II. QUALIFICATION, ELECTION AND TERM OF OFFICE

        Any member in good standing may serve as an Officer of this corporation.  Officers shall be elected by the members at the annual meeting as described in Article III.  The term of office for each Director shall be one (1) year.  Each Director elected shall take office on January first (1st), following the annual meeting in December of each year, and shall hold office through the thirty-first (31st) of December that year, unless they resign or are removed, or are otherwise disqualified to serve, or until his or her successor shall be elected and qualified, whichever occurs first.

SECTION III. SUBORDINATE OFFICERS

  1. The Board of Directors may create such other, subordinate officers, employees, agents and contractors as it may deem desirable.

  1. Any subordinate officer shall be installed by election of the general membership at the annual meeting.  Any employee, agent, or contractor shall be installed by resolution of the Board.

  1. Each subordinate officer, employee, agent, or contractor shall serve such term, have such authority, and perform such duties as may be prescribed from time to time by the Board of Directors.

  1. Any subordinate officer serving at the time of the adoption of these Bylaws shall be permitted to complete the term of service for which they were originally installed.

SECTION IV. REMOVAL AND RESIGNATION OF OFFICERS

  1. Except for Directors of the Board, any officer or agent may be removed by resolution of the Board of Directors after a determination of cause.  Any officer may resign at any time by giving written notice to the Board of Directors or the President or Secretary of the corporation.

  1. Any such resignation shall take effect at the date of the receipt of such notice, or at any later date specified therein and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.  The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the Board of Directors relating to the employment of any officer of the corporation.

SECTION V DUTIES OF PRESIDENT

  1. The President shall be the chief executive officer of the corporation and shall, subject to the control of the entire Board of Directors, supervise and control the affairs of the corporation and the activities of the officers. The President shall perform all duties incident to that office and other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be prescribed from time to time by the Board of Directors. Unless another person is specifically appointed as Chair of the Board of Directors, the President shall preside at all meetings of the Board of Directors. The President shall preside at all meetings of members, unless the presidency is vacant, in which case the Board of Directors shall designate a person to preside. Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these Bylaws, the President shall, in the name of the corporation, execute such deeds, mortgages, bonds, contracts, checks, or other instruments that may from time to time be authorized by the Board of Directors.
  2. The title of President is synonymous with the title of Business Manager and may be used with equal force and effect in the conduct of all of the duties of the office.

SECTION VI. DUTIES OF VICE PRESIDENT

The Vice President shall:

  1. Assist and advise the President on all matters before the organization, and in the absence of the President be the presiding officer (Chair) at Board and membership meetings.
  2. Ensure the activities on the Board and subordinate Officers aligned with the strategic objectives that the Board establishes for the organization.
  3. Act as a liaison between the Board, subordinate Officers, and general membership as appropriate.

SECTION VII. DUTIES OF SECRETARY

The Secretary shall:

  1. 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.
  2. 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 committees of Directors 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.
  3. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
  4. Be custodian of the records and of the seal of the corporation and see that the seal is affixed to all duly executed documents, the execution of which on behalf of the corporation under its seal is authorized by law or by these Bylaws.
  5. 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.
  6. In general, perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation of this corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION VIII. DUTIES OF TREASURER

The Treasurer shall:

  1. 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 Board of Directors.
  2. Receive, and give receipt for, monies due and payable to the corporation from any source whatsoever.
  3. Maintain membership records 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.
  4. Disburse or cause to be disbursed the funds of the corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements, or as required by law.
  5. 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.
  6. 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.
  7. 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.
  8. Prepare, or cause to be prepared, and certify, or cause to be certified, the financial statements to be included in any required reports.
  9. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the corporation, or by these Bylaws, or which may be assigned to him or her from time to time by the Board of Directors.

SECTION IX. COMPENSATION

        The salaries of the officers, if any, shall be fixed from time to time by resolution of the Board of Directors, and no Officer shall be prevented from receiving such salary by reason of the fact that he or she is also a Director of the corporation, provided, however, that such compensation paid to a Director for serving as an Officer of this corporation shall only be allowed if permitted under the provisions of Article IV, Section V, of these Bylaws.  In all cases, any salaries received shall be reasonable and given in return for services actually rendered the corporation which relate to the performance of the charitable or public purposes of this corporation.

ARCTICLE VI: NOMINATIONS, ELECTIONS, AND VACANCIES

SECTION I. TIME, PLACE, AND CONDUCT OF NOMINATIONS

        Nominations for all offices will open fifteen (15) days prior to the annual meeting in December via electronic means determined to be accessible to all members in good standing.  Additional nominations from the floor will be allowed on the day of the annual meeting. The positions that will be open for nomination will include, but not limited to, the offices of:

  1. President
  2. Vice President
  3. Treasurer
  4. Secretary
  5. Director-At-Large
  6. Forward’s Captain & Back’s Captain

        Nominations for Captain may only be made by members in good standing who have played in a club team within the last three (3) months. The entire general membership shall vote on both captains. Duties of the captains will be determined by mutual agreement of the captains. Any disagreement of duties, or execution thereof, will be mediated by the Board of Directors.

SECTION II. TIME AND PLACE OF ELECTIONS

        Elections will be held annually at the annual meeting in December.

SECTION III. PROCESS FOR ELECTIONS

  1. All positions will require a simple majority of the votes cast to declare a winner.

  1. An abstention will count as a vote for the majority decision and its number is included in the total vote count.  A “no” vote is a vote for no candidate, and its number is not included in the total vote count.

  1. Voting by proxy ballot will be permitted in all rounds of voting in accordance with the guidelines set forth by these Bylaws.

  1. Voting will be conducted by secret ballot.  Ballots will be read by the Secretary, tallied by the Treasurer, and certified by the President.  In the event that these officers are running in an election at the time, an appointed member by the Chair, may carry out their duties.

  1. The Secretary will be responsible for keeping time in all elections for speeches and questions.  If the Secretary is running in an election, any other Director may carry out his duties.

  1. All candidates nominated will have the opportunity to give a speech as to qualifications to the position they are running for.

  1. The office of Vice President shall be elected from the pool of candidates seeking the office of President.

  1. Length of Speeches:
  1. PRESIDENT: 4 minutes, 3 minute question period
  2. SECRETARY: 3 minutes, 2 minute question period
  3. TREASURER: 3 minutes, 2 minute question period
  4. AT-LARGE DIRECTOR: 3 minutes, 2 minute question period
  5. SUBORDINATE OFFICERS: 3 minutes, 2 minute question period

  1. If there are more than two candidates running for an office and no candidate obtains a majority on the first ballot, run off voting will commence before meeting adjourns.The candidate with the lowest total votes will be removed from consideration. This is done until either a candidate obtains a majority vote, or two candidates remain. If no candidate obtains a majority, after the 3rd ballot, additional time can be added for speeches by the remaining candidates.

  1. Voting for captains will be restricted to members who actively practice with a club team in the last three (3) months.

  1. In the event of a tie in any election which cannot be broken a coin toss will determine the winner.

SECTION IV. VACANCIES

  1. Vacancies on the Board of Directors shall exist upon the death, resignation, or removal of any Director.
  2. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of the court, convicted of a felony, has missed more than half of the regular meetings of the Board of Directors, or by Resolution of the Board.
  3. Any Director may resign effective upon given written notice to the President, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation.  No Director may resign if the corporation would then be left without a duly elected Director or Directors in charge of its affairs.
  4. In the event that an office (with the exception of the President) is vacated in mid-term, the President will make an interim appointment, with the approval of a simple majority of the Board of Directors, to fill that office until a special election can be held at the next member meeting.
  5. If an appointment is made, a special election must be held at a special member meeting within thirty (30) days of the appointment.
  6. If the office of President is vacated mid-term, the Vice President will assume the duties of that office until a special election can be held at a special member meeting (not to exceed forty-five (45) days after the initial vacancy).
  7. If special elections are held to fill such vacancies, terms of office will expire with the next regular election for the position held at the annual meeting.

ARTICLE VII: COMMITTEES

SECTION I. DESIGNATION OF COMMITTEES

        The corporation shall have such committees as designated by resolution of the Board of Directors.  Such committees may consist of any member in good standing, regardless of other offices or duties, and shall act in an advisory capacity to the Board.

SECTION II. MEETINGS AND ACTION OF COMMITTEES

        Meetings and actions of committee shall be governed by, noticed, held, and taken in accordance with the provisions of these Bylaws concerning meetings of the Board of Directors, with such changes in the context of Bylaws provisions as are necessary, except that the time for regular meetings of committees may be fixed by the Board or by the committee itself.  The Board of Directors may also adopt rules and regulations pertaining to the conduct of committee meetings, to the extent that such rules and regulations are not inconsistent with the provisions of these Bylaws.

SECTION III. APPOINTMENT OF COMMITTEES

        Committee Chairs and members of all committees shall be appointed by the President.  Appointments shall be for a term of one year unless otherwise provided.

ARTICLE VIII:

ARTICLE VIII: AMENDMENT OF BYLAWS AND ARTICLES

Amendment of the Bylaws or the Articles of Incorporation may be adopted by the approval of the Board of Directors and, pursuant to Article III of these Bylaws, by the approval of the members of the corporation.

  1. Changes in these Bylaws that would materially and/or adversely affect the rights of members as to voting or transfer, a Bylaws specifying or changing the fixed number of Directors of the corporation, the maximum or minimum number of Directors or changing from a fixed to variable Board or vice versa must be adopted, amended, or repealed by approval of two-thirds (2/3) of the members of this corporation present at a duly noticed meeting of the members.

APPENDICES

APPENDIX I: SUBORDINATE POSITION DESCRIPTIONS

The following are positions that can be or are currently used by the Board of The Baltimore Flamingos Rugby Football Club.  The following positions do not indicate a current position on the team, but a position that can be used based off the needs of the Board, and therefore are subject to change

I.) Match Secretary

Match Secretary, an officer position reporting to the executive Secretary, manages match related scheduling, set up, take down, and score reporting. This encompasses (see above, or) pitch related, equipment related, conference related, and non conference related match scheduling.

II.) Social Secretary

The social secretary acts as main source of outward communication for the team in social media, posting on Facebook, Twitter and Instagram. The goal of the social secretary is keeping a regular, ongoing and positive presence for the team in social media, in order to grow the fan base and recruitment. Posts include, but are not limited to, game updates, social events, photos, special announcements and player profiles.

III.) IGR Representative

The IGR Representative serves as a liaison between IGR and the Board to keep the organization updated on all news related to IGR.