Southern California Rugby Football Union

CONSTITUTION AND BYLAWS:

A NON-PROFIT PUBLIC BENEFIT CORPORATION

CONSTITUTION

  1. NAME & CONSTITUTION

  1. The name of this organization shall be called Southern California Rugby Football Union (and shall hereafter be referred to in these Bylaws as “SCRFU” or the “Union”) and shall have its Headquarters within the geographical region commonly referred to as Southern California (“Southern California”).  The exact location of its Headquarters shall be determined at the sole discretion of the Executive Committee, as long as the location remains in Southern California and the Executive Committee notifies the Membership within 30 days of any change in location.
  2. The Objectives and Purposes of the Union shall be as follows:
  1. SCRFU, is operated to promote and foster quality amateur rugby, sportsmanship, fellowship and hospitality and to educate the public and players in the game of rugby as played under the laws of World Rugby and USA Rugby.
  2. The promotion, encouragement and extension of Rugby Union Football within Southern California.
  3. To arrange Trial, Representative, International and other Rugby Matches and Tours in the interest of Rugby Union Football. SCRFU, will have jurisdiction over its members in all matters of a local nature pertaining to the administration of rugby activities and will administer the precepts of these Bylaws and of USA Rugby of which it is a part.
  1. Finances of the Union: The Union’s income shall be obtained from:
  1. The Subscriptions of Full Members, other subscriptions, sponsors or advertisements, plus interests on mortgage and investments and securities.
  2. 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 SCRFU’s objectives and purposes as defined in Article I, Section 2.
  3. Gate monies, and ticket receipts in respect to trial, representative, international, and other matches arranged by SCRFU.
  1. Any net profit (after payment of all proper and relevant costs and expenses) derived from the Matches referred to in the immediately preceding subclause shall be used exclusively for SCRFU’s charitable objectives and purposes as defined in Article I, Section 2.

  1. On the winding up and dissolution of this corporation:
  1. Windup shall only be initiated by a resolution adopted by an affirmative vote of not less than 90 percent of the Full Members present and eligible to vote at an Annual General Meeting.
  2. Upon dissolution and 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

  1. MEMBERSHIP

  1. The membership of SCRFU shall be composed of rugby clubs located within the designated geographical boundary of Southern California, however may also include clubs outside the Southern California boundary, as deemed appropriate by the Board and/or as assigned by USA Rugby.  The Membership of the Union shall consist of the following:
  2. “Full Member Clubs” (or singularly “Full Member Club”) shall be those senior rugby clubs that have been elected as such and are in good standing in accordance with the requirements set forth by USA Rugby and SCRFU Requirements.
  3. Ex-Officio members comprising of Members of the Executive Committee of SCRFU (throughout these Bylaws referred to as “the Committee”) during their terms of Office.
  4. Honorary members comprising:
  5. Member of another union who are invited by the Union to play rugby.
  6. Any other past player or person of distinction whom the Committee desires to honor by election to membership temporary or permanent.
  7. 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.
  8. The Committee shall review all applications for membership and determine whether said applications should be considered as a Full Member Club. Only representatives of Full Member Clubs in good standing and Ex-Officio members have the right to vote at any general/special meeting. A Full Member Club in good standing or Ex-Officio member shall exercise its right to vote in person or by proxy at any duly-called meeting of the Membership at which a quorum is present.  
  9. Each application for membership shall be transmitted through the Secretary of the Southern California Rugby Football Union no later than the Fall General Meeting (“FGM”), in order to have the applicant club eligible for competition the ensuing year.
  10. 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.
  11. The Membership acknowledges that this Constitution, these Bylaws, and the Laws of the Game, are available on-line and be will bound thereby.
  12. The annual dues (“Subscriptions”) for the next season shall be amended and/or approved at the Annual General Meeting (“AGM”).
  13. Any club comprising the Membership shall not be considered in good standing and subject to suspension or termination of its privileges, as the Executive Committee may determine if:
  1. It is not current on its Subscriptions by January 1st of any given year; 
  2. It does not maintain a fixture list to the satisfaction of the Competition Committee;
  3. It does not conform to any reasonable directive by the Competition Committee as to its standards of play, administration, and general behavior.
  4. If there is any physical abuse of a referee.
  1. OFFICERS

  1. The Officers of the Union (hereafter referred to as “the Board”) Shall be:
  1. President, Vice President, Secretary, and Treasurer.
  2. The Officers shall also be Directors.
  3. If the Office of the President, Vice President, Secretary, or Treasurer should fall vacant between the Annual General Meeting and the 30th day of April the following year, such vacancy shall be filled (in a temporary capacity by majority Committee vote until a special meeting is convened within 30 days of the vacancy.)
  1. Duties and Powers of Officers:
  1. The President shall:
  1. Represent SCRFU in its relations with all other organizations and persons;
  2. Represent in person, at any and all USA Rugby negotiations.  Represent in person, or select a delegate to represent SCRFU, at any meeting where attendance by the President in that capacity is required.
  3. Convene and preside over all meetings of SCRFU and the Executive Committee.
  4. Establish such procedures and make such decisions as he/she deems necessary for the development and progress of SCRFU and the sport of Rugby Union Football in Southern California; provided that such procedures and decisions shall not abridge the privileges of any member, nor conflict with these Bylaws and any other decision and policy of SCRFU as a whole.
  5. Be a signatory on all bank accounts and be authorized to expend up to the sum of two hundred dollars ($200.00) on his own authority on any single event or transaction, without vote of the Membership or the Executive Committee.
  6. Appoint such subcommittees as are necessary to carry out the decisions of the membership of SCRFU; and to study and make recommendations to SCRFU on tournaments, matters of policy and procedure, and other matters.
  1. The Vice President shall:
  1. 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.
  2. When acting in the place of the President, have all the powers, privileges, duties, and responsibilities of the President.
  3. Prepare the Master Schedule of games for the ensuing season along with input from the division reps.   Copies of said schedule will be given to the Referees Society, and any other union whose teams and members are involved, by the Fall General Meeting.
  4. Act as member 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 Disciplinary Committee and Executive Committee recommend. He will also provide minutes of any meetings to the Secretary of the Union for distribution.
  1. The Secretary shall:
  1. Carry on the official correspondence of SCRFU.
  2. Send Copies of all correspondence to the President and all other pertinent parties.
  3. Notify all members of meetings at least 15 days before such meeting will occur; notify all affected persons, members and parties of decisions of SCRFU within 5 days.
  4. Prepare and electronically publish a SCRFU Mailing List containing the contact information of all officers, member-clubs, and other persons whose name the President directs him to include by the Fall General Meeting.  The Competitions Committee members are responsible for keeping this list updated with all current contact information.
  5. Keep a careful and authentic record of any proceedings of SCRFU, and make copies of said minutes and proceedings available to members both electronically and at meetings.
  6. Preserve all records, reports, correspondence and documents of said Union electronically. In addition, the Secretary shall keep an electronic historical archive of the SCRFU.
  7. Keep the President or any other presiding officer advised of the parliamentary regularity of the proceedings, when requested.
  8. Be responsible for polling the Membership on all roll call votes, counting and notating the results, and report the results of such poll to the chair.
  9. The Secretary shall prepare the Annual General Meeting and Fall General Meeting information packages in electronic format and send to the Membership. These packages will include deadline dates, due dates, significant dates, and pertinent information for member-clubs in their obligations to the Union.
  1. The Treasurer shall:
  1. Be a signatory on all bank accounts.
  2. Keep a careful and authentic record of the financial status and transactions of the Union.
  3. Submit a brief written Financial Report at the Annual General Meeting of the Union and a proposed budget for the ensuing fiscal year.
  4. Make disbursements with the consent and authorization of the President with a limit of two hundred dollars ($200.00) or in accordance with the approved budget.
  5. Be responsible for the collection of Subscriptions and other dues and assessments.
  6. 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 Membership shall vote on these changes and budget at the Annual General Meeting.
  1. EXECUTIVE COMMITTEE

NOTE: “Immediate” in the following paragraphs means the last different individual that served office.

  1. The affairs of the Union shall be administered by a Committee which shall consist of the officers named in Article III,1; one (1) representative from each Men’s Division Council, one (1) representative for the Women’s Division Council (which covers all Women’s Divisions), one (1) representative from the SCRRS,  one (1) Disciplinary Chair, and one (1) Match Secretary. A quorum shall be 50% plus one of the Committee. The President, or his designated representative, shall be entitled to “second” any proposal and/or to cast a vote.
  2. The Committee shall have the following powers:
  1. To appoint subcommittees to deal with any affairs of SCRFU, with such powers as the Committee may determine. The Chairman of any subcommittee shall be entitled to exercise a second. 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.
  2. To delegate powers under the Laws of the Game. 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 Bylaws.
  1. Approve the proposals;
  2. Expel or suspend any club contravening these Bylaws;
  3. Expel or suspend any club which shall play a match with a club which has been expelled or suspended under this Bylaw, or with any club which has been formed out of the nucleus of any such expelled or suspended club.
  1. To expel from the membership of SCRFU, or inflict other appropriate action on any Council/Constituted Body, Club Player, Official, or Member of a Club or an Ex-Officio, or Honorary Associate Member of the Union for infringement of any Bylaw, Laws of the Game, or for any conduct which, in the opinion of the Committee, is prejudicial to the interests of SCRFU or of the Game.
  2. To authorize and regulate tournaments.
  3. To admit new clubs or groups of clubs to play in the League Championship Competitions or to eliminate any of those taking part therein.
  4. 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.
  1. To hold a Committee Meeting to assist in the running of SCRFU. These meetings shall be held, at the suggestion of the President of the Union, between the Annual General Meeting, the Fall General Meeting, and any Special General Meetings.
  1. The Committee Meeting shall be held wherever the committee, by majority vote, decides.
  2. Each constituent body shall be entitled to send one (1) delegate, as defined under the Constitution and Bylaws, who must be a member of, or a proxy properly appointed by the club, to any Committee meeting and all such delegates, together with the Board and voting members of the Committee, shall be allowed to attend and vote.
  3. Each person attending an Executive Committee meeting may carry a maximum of one proxy, and each person may hold a maximum of two votes (All proxy votes must be transmitted either by e-mail or text to the Secretary stating who will be holding their proxy no later than 1 hour prior to the meeting. Proxy votes may only be carried by voting members).
  4. 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.
  1. CONSTITUENT BODIES

  1. To facilitate administration of the Constitution and Bylaws, SCRFU Policies and Procedures, and Laws of the Game and to secure the representation of clubs on the Committee, each club shall be allocated to a recognized Competitive Division.
  2. Each of the following is a Constituent Body within the meaning of these Bylaws, provided that it is a Member and provided also that each body shall comprise clubs in addition to itself, who are full members.  Each member shall carry one vote unless otherwise stated below.
  1. (Men’s) Division 1
  2. (Men’s) Division 2
  3. (Men’s) Division 3
  4. Women’s Division
  5. SCRRS
  6. Discipline Chair
  7. Match Secretary
  8. SCRRS and Discipline Chair are excluded from carrying a vote as they are members of the Disciplinary Committee and may not be voting members as stated within the USA Rugby Policy and Procedures.
  1. The voting representation of a Constituent Body on the Committee shall be dependent upon the full member clubs represented. The voting allotment is as follows:
  1. Each member listed shall carry one vote.
  1. Any additional voting representation shall be approved by the General Membership.  
  2. Each representative of the Constituent Bodies shall be elected by the majority vote of those constituents, and shall assume office after the next Annual General Meeting or Fall General Meeting of the Union. No club shall be entitled to more than one vote in respect of any one vacancy.
  3. These representatives shall:
  1. Act as the liaison between SCRFU and those Constituent Bodies within their jurisdiction as defined within the Constitution, Bylaws, and Policies and Procedures.
  2. Represent the points of view of rugby within their Constituent Bodies and to determine their Constituent Bodies participation in SCRFU affairs.
  1. The election of representatives shall be made at the SCRFU AGM or Special Meeting in each year.
  2. 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 by majority vote of its members.
  1.  USA RUGBY CONGRESSIONAL REPRESENTATIVE

  1. The affairs of the Union shall be administered at USARFU Congressional meetings by a Board of Directors.  The Board of Directors shall consist of the allotted USA Rugby Congress members by Geographic Union.  SCRFU’s Elected Member will represent SCRFU at said meetings. This position will be elected by the SCRFU members at the Annual General Meeting.
  2. Election of a Congress member shall be performed at the Annual General Meeting. A candidate shall be nominated by any voting member prior to the Annual General meeting. The nominee’s qualifications shall be reviewed by the Committee prior to the Annual General Meeting election. The top vote getter 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.
  3. The term of each Congress Member, is for two years at each election period, unless removed by a majority vote of its members’.
  4. If a Congress member cannot complete his term, a Special Meeting election may be held to fill the expired term. Thirty (30) days’ notice must be given to SCRFU members of such an election.
  1.  GENERAL MEETINGS

  1. The SCRFU and the Executive Committee Annual General Meeting shall be held in the Southern California area and any such meeting other than an Annual or Fall General Meeting shall be designated as a “Special Meeting”.
  2. The President of SCRFU, if present, shall be Chairman of all such meetings, and shall be entitled to second any proposal and/or to cast a vote.
  3. At any SCRFU Meeting, each club (in good standing) 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 or Special Meeting and all such delegates, together with the Board of the Union and voting members of the Committee, shall be allowed to attend and vote.  
  4. If the proxy is employed, he or she must be:
  1. A member of a club duly appointed by that club to attend the meeting, or
  2. The representative of the Constituent Body.
  1. He/she must be supplied with a nomination paper signed by the President and/or the Secretary of the Club, or other Constituent Body, authorizing him/her to attend the General Meeting on the club’s behalf and record its vote on any specified subject or all subjects on which voting takes place.  An email is also an accepted form of authorization if supplied from the primary contact of the President and / or the Secretary of the Club.
  2. Each nomination paper must also indicate either:
  1. The vote or votes which the proxy is to record, or
  2. That he/she may at his/her discretion vote after hearing the discussion.
  1. All questions as to the validity of incomplete nomination papers shall be determined by the Chairman of the meeting.
  2. A proxy may represent one or more clubs, but must 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.
  1. ANNUAL GENERAL MEETING

  1. A Quorum shall be established each year at the SCRFU Annual General Meeting or Special Meeting. It shall be 60% of the member teams-in-good-standing, Ex-Officio and Honorary Members. This quorum shall be established at the start of the SCRFU Annual General Meeting or Special Meeting Prior to any voting matters being discussed.
  2. No amendment to this Constitution, its Bylaws or 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, Special Meeting or Fall General Meeting.
  3. Each SCRFU Annual General Meeting shall be held not later than the 30th of June for transaction of the following business:
  1. To consider and approve (with or without amendment) the minutes of the previous meeting;
  2. To receive a report from the Executive Committee and make an order in respect thereof;
  3. To receive the Accounts and Balance Sheet for the preceding financial year ended the 30th of June, and the Treasurer’s Report thereon, and to make any suitable order in respect thereof. To review and approve the proposed fiscal year budget;
  4. To elect the officers of the Union for the ensuing year;
  5. To elect a Congress Member of the Union for the ensuing year, if applicable.
  6. To consider and accept or reject any amendment or alteration in:
  1. The Laws of the Game; or
  2. The Constitution/Bylaws /Policies and Procedures; which shall have been duly proposed, and of which due notice (15 days prior to meeting) shall have been given.
  1. To consider any other business of which due notice shall have been given.
  2. 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.
  1. Any club shall have the right to make nominations for the office of President or Vice President, Secretary, and Treasurer.
  2. The election of officers shall be decided by a majority of votes recorded.
  3. 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 Article V, 8
  4. 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.
  5. Notice of any proposed alteration in the Constitution, Bylaws, 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 1st of May and a copy of such notice shall be sent to each club not later than the 15th 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.
  6. Annual General Meeting shall be held no later than 30 days after USA Rugby’s National Championships or no later than 90 days before the USARFU AGM for transaction of the following business:
  1. To consider and approve (with or without amendment) the minutes of the previous meeting.
  2. Election of the Board of Directors
  3. To consider any other business of which due notice shall have been given.
  1. At the Annual General Meeting, each member club shall be entitled to one vote if his or her club is in Good Standing. A proxy can be properly appointed by the member and be allowed to attend and vote.
  2. If the proxy is employed, it must be:
  1. A person duly appointed by the member to attend the meeting, or
  2. The representative of the Constituent Body to which the member is affiliated.
  1. He or she must be supplied with a nomination paper signed by the member authorizing him or her to attend the General Meeting on the member’s behalf and record its vote on any specified subject of all subjects or which voting takes place.
  2. Each nomination paper must also indicate either:
  1. The vote or votes which the proxy is to record, or
  2. That he/she may at his/her discretion vote after hearing the discussion.
  1. All questions as to the validity of incomplete nomination papers shall be determined by the Chairman of the meeting.
  2. A proxy may represent one or more members, but must 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.
  1. SPECIAL GENERAL MEETING

  1. 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.  The Fall General Meeting shall be considered a special meeting.
  2. 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.
  1. ACCOUNTS AND AUDIT GENERAL ACCOUNTABILITY

  1. 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.
  2. No club shall knowingly play in any tour, series of 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 and USA Rugby. 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).
  3. Any differences of opinion which may arise as to the meaning of any of these Bylaws/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 Bylaws until otherwise interpreted at a General Meeting, due notice having been given.
  4. The SCRFU will create a Capital Reserve Fund which will 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.
  5. A report of the Fund balance(s), change in investment strategy or pertinent fiduciary information shall be given annually to the Committee thirty (30) days prior to SCRFU’s AGM.
  6. The Fund Board will serve at the will of SCRFU Committee.
  1. AMENDMENTS

  1. These By-Laws may be altered or new By-Laws may be adopted, by a two-thirds majority vote of a quorum of full members.  Proposed changes shall be submitted in writing to the Secretary not less than thirty (30) days before the meeting for inclusion in the agenda.  The Secretary shall send copies of the proposed changes to the members.