1.1. The legal name of this organization shall be the Illinois Youth Rugby Association, and the common name of this organization shall be Rugby Illinois. This organization shall be affiliated with the United States Rugby Football Union (USA Rugby) or its successor. It shall operate in the state of Illinois of the United States of America.
2.1. Rugby Illinois is organized exclusively for fostering national and international amateur rugby competition, combating community deterioration and juvenile delinquency and contributing to the health of the youth of Illinois through sponsoring and conducting programs dedicated to the promotion of physical activity and fitness purposes under section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”), or corresponding section of any future Federal tax code.
2.2. The objective of Rugby Illinois shall be to develop, promote, and administer the game of Rugby Union in the Illinois area, consistent with the policies and procedures of USA Rugby, at the high school and younger levels of play.
2.3. To foster an environment in which participation in the sport is encouraged for all those with an interest, regardless of race, religion or gender.
2.4. To develop the financial resources and disperse the funds necessary to carry out these stated objectives.
3.1. Membership in Rugby Illinois shall be open to any club interested in the promotion and development of Rugby Union that agrees to conform to the policies, procedures and requirements of Rugby Illinois as set forth by the Executive Committee of Rugby Illinois, pursuant to the authority of Article 4 of these bylaws. The Membership year may be either the calendar year or any other 12 month period deemed appropriate by the Executive Committee.
3.2. Initial Application for membership shall be submitted in writing to the President of Rugby Illinois. The Rugby Illinois Executive Committee (see Article 4) shall decide approval of membership by a simple majority. Termination of membership shall be decided by a two-thirds majority vote of those members present who are in good standing and eligible to vote at an Rugby Illinois General Meeting. Each team shall submit annually a renewal membership form available from Rugby Illinois Secretary providing updated contact information.
3.3. Full Membership in Rugby Illinois with voting rights shall be reserved for clubs actively involved in playing rugby and in good standing. Good standing requires all of the following:
3.3.1. Full payment of Rugby Illinois dues and fees.
3.3.2. Full payment of referee fees.
3.3.3. All coaching personnel shall be USA Rugby certified and registered in accordance with the club’s participation level.
3.3.4. Compliance with these bylaws, Rugby Illinois safety protocols and Rugby Illinois requirements for member renewal, as determined by the Executive Committee and set forth in a coaches manual or similar member handbook.
3.3.5. Ensures the presence of a qualified athletic trainer, or EMT certified or better at every match.
3.3.6. Submission of a signed Rugby Illinois Code of Conduct statement from every adult leader affiliated with said club. (See attached)
3.3.7. Full compliance with Rugby Illinois Bylaws and Executive Committee decisions.
3.3.8. Appropriate representation at all Rugby Illinois bi-annual meetings.
3.3.9. Maintenance of up-to-date contact information for 3 club officials with the Secretary.
4.1. Day to day business of Rugby Illinois shall be conducted and directed by the Rugby Illinois Executive Committee as described in this Article. The Executive Committee shall Function as the equivalent of a Board of Directors. The Executive Committee shall have full governing authority during the period between general meetings, including but not limited to the authority to establish policy and procedures and other reasonable actions deemed to be in the interest of Rugby Illinois, in furtherance of Rugby Illinois corporate purpose and consistent with these bylaws. The Executive Committee’s authority shall not overrule the authority explicitly delegated to the Competition Committee in these by-laws and shall not include the authority to amend these by-laws.
4.1.1. The elected Executive Committee shall be comprised of the: President, Vice-President of Competition, Vice President of Development, Vice President of Marketing, Secretary, Treasurer, and Compliance Officer.
4.1.2. Additional officers include the High School Boys Division 1 Coordinator, High School Boys Division 2 Coordinator, High School Boys Division 3 Coordinator, High School Girls Division Coordinator, and Middle School Division Coordinator.
4.2. Election of Officers shall be held at the Annual General Meeting in July. Officers shall be elected for a one year term. No limitations on the number of terms that may be served shall apply to any Officer position.
4.3.1. The President assumes primary responsibility for the execution of all Rugby Illinois activities. He/She shall preside at all Union meetings and shall ensure execution of any and all decisions enacted by Rugby Illinois membership or Executive Committee. The President shall represent Rugby Illinois and its interests in all interactions with CARFU, the MWRFU, USA Rugby and any and all Rugby Organizations and potential vendors or sponsors. The President sits on the Rugby Illinois Executive Committee.
4.3.2. In his/her absence, the Vice-President of Competition shall assume the responsibilities of the President. In the absence of the President and Vice-President of Competition, the Vice-President of Development shall assume the responsibilities of the President. In the absence of any of the aforementioned, the progression shall continue in this order: President, Vice President of Competition, Vice President of Development, Vice President of Marketing, Treasurer, Secretary, and Compliance Officer.
4.4.1. Vice President of Competition
The primary responsibility of the Vice-President of Competition is to ensure the appropriate handling of all issues related to the playing of rugby among Rugby Illinois clubs. He/she shall also assist the President with all duties requested, to include assuming the roles of the President in his/her absence. The Vice-President of Competition sits on the Rugby Illinois Executive Committee and chairs the Rugby Illinois Competition Committee.
4.4.2. Vice-President of Development
The primary responsibility of the Vice-President of Development is to drive the development of youth rugby in Illinois. He/she shall oversee the Youth Development Officer, Rugby Outreach Ambassador(s), and other similar positions and shall coordinate coach certification and training courses. He/she shall organize and coordinate referee certification and training courses; recruit, manage and organize both experienced and inexperienced referees to officiate youth rugby games. The Vice-President of Development shall also assist the President with all duties requested, to include assuming the roles of the President in his/her absence. The Vice-President of Development sits on the Rugby Illinois Executive Committee.
4.4.3. Vice-President of Marketing
The primary responsibility of the Vice-President of Marketing is to ensure the appropriate marketing of youth rugby on behalf of Rugby Illinois to drive growth of rugby in Illinois and shall also assist the President with all duties requested, to include assuming the roles of the President in his/her absence. The Vice-President of Marketing sits on the Rugby Illinois Executive Committee.
4.5.1. The Secretary assumes responsibility for all communication and record keeping within the organization. This includes, but may not necessarily be limited to, maintenance of all records of Rugby Illinois, maintenance of minutes of all meetings, service as official correspondent of Rugby Illinois, maintenance and distribution of the membership directory and, if necessary, shall also assist the President with all duties requested, to include assuming the roles of the President in his/her absence. The Secretary sits on the Rugby Illinois Executive Committee.
4.6.1. The Treasurer assumes responsibility for all financial issues within Rugby Illinois. This responsibility includes, but may not necessarily be limited to, maintenance of financial records, disbursement of funds as directed by the Executive Committee, presentation at each Rugby Illinois General Meeting a report of the organization’s current financial position, preparation of the Annual Budget for organization approval and shall also assist the President with all duties requested, to include assuming the roles of the President in his/her absence. The Treasurer sits as a member of the Rugby Illinois Executive Committee.
4.6.2 It is the responsibility of the Treasurer to arrange for an independent audit of Association financial documents on an annual basis. Said audit shall be conducted by an agent approved by a majority vote of the Membership at a General Meeting. Agent candidates shall be provided to the Association by the Executive Committee.
4.7.1. The High School Boys Division 1 Coordinator has responsibility to the Executive Committee and Rugby Illinois for the execution of Division 1 play throughout the competitive season. He/she accomplishes this responsibility by sitting on Rugby Illinois Competition Committee and setting the division playing schedule each season.
4.8.1. The High School HS Boys Division 2 Coordinator has responsibility to the Executive Committee and Rugby Illinois for the execution of Division 2 play throughout the competitive season. He/she accomplishes this responsibility by sitting on Rugby Illinois Competition Committee and setting the division playing schedule each season.
4.9.1 The High School HS Boys Division 3 Coordinator has the responsibility to the Executive Committee and Rugby Illinois for the execution of Division 3 play throughout the competitive season. He/she accomplishes this responsibility by sitting on Rugby Illinois Competition committee and setting the division playing schedule each season.
4.10.1. The High School Girls Division Coordinator has responsibility to the Executive Committee and Rugby Illinois for the execution of Girls Division play throughout the competitive season. He/she accomplishes this responsibility by sitting on Rugby Illinois Competition Committee and setting the division playing schedule each season.
4.11.1 The Middle School Coordinator has responsibility to the Executive Committee and Rugby Illinois for the execution of middle school play throughout the competitive season. He/she accomplishes this responsibility by sitting on the Rugby Illinois Competition Committee and setting the division playing schedule each season.
4.12.1 The Rugby Illinois Disciplinarian has responsibility for the establishment of disciplinary policies for all play within the organization, collection of information regarding incidents of inappropriate behavior by members or opponents of the organization’s members and the establishment, execution and follow-up on such incidents. The Disciplinarian sits on the Rugby Illinois Competition Committee.
4.13.1 The Rugby Illinois Compliance Officer has responsibility for the monitoring of member club compliance with requirements set forth in the Bylaws, recommend to the membership Rules and consequences of compliance failure and the reporting of such to the Executive and Competition Committees for execution of said consequences. The Compliance Officer sits as a member of Rugby Illinois Executive Committee.
4.14.1 The Competition Committee, hereinafter referred to as the CC, will consist of the Vice-President of Competition, High School Boys Division 1 Coordinator, High School Boys Division 2 Coordinator, High School Boys Division 3 Coordinator, High School Girls Division Coordinator, Middle School Coordinator, and the Disciplinarian. The Rugby Illinois Vice-president of Competition will serve as Chair of this committee.
4.14.2. The CC will be responsible to make all decisions affecting member teams for the following season, including; 1) Accepting and evaluating petitions to compete for a berth in regional or national championship competitions; 2) Rugby Illinois Play-Off structure and seeding; 3) Division play organization; 4) Division play scheduling and 5) Disciplinary guidelines and sanctions.
4.15.1. Should any Officer choose to resign at any time during their term, the officer shall give written notice to the President and shall provide recommendations for a replacement. The remaining officers shall select an interim replacement to serve until the next General Meeting.
4.16.1. The Executive Committee has the right and responsibility to form temporary and/or standing committees to execute specific needs for the organization. Committee Chairs or members are not granted Executive Committee voting privileges unless Rugby Illinois Bylaws are amended to grant such a privilege.
5.1. Player eligibility rules shall be determined by the Competition Committee.
5.2. Revisions to the eligibility rules for the upcoming Fall and Spring seasons shall be communicated at the General Meeting in July and published on the Rugby Illinois web site.
6.1. The protocol for determination of which clubs will represent Rugby Illinois in any Regional Championships is the responsibility of the Competition Committee.
6.1.1 The protocol for determination of which clubs will represent Rugby Illinois in the USA Rugby National Championships is the responsibility of the Competition Committee.
6.1.2. The protocol for determination of which clubs will represent Rugby Illinois in any regional or other higher level championships that may be established by or endorsed by USA Rugby will be the responsibility of Competition Committee.
7.1. The structure and seeding of the annual postseason championship tournaments are the responsibility of the Competition Committee.
8.1. The appointment of select side coaches is the responsibility of the Vice-President of Competition, pending approval of the Executive Committee.
8.2. It is the responsibility of the appointed coaches to assemble the appropriate support staff for the carrying out of select side activities. This support staff must include appropriate medical/emergency supervision for all matches.
8.3. All individuals associated with Rugby Illinois select side activities must be certified and registered with USA Rugby in the appropriate role and submit a signed Code of Conduct form to the Vice-President of Competition.
8.4. The Boys and Girls select side Head Coaches are required to submit a selection plan, training schedule and match schedule by October 1 to the Vice-President of Competition for approval by the Competition Committee and to the Secretary for recording and publication before the December AGM.
8.5. Select side Head Coaches may only submit receipts for expenses previously approved by the Treasurer, acting on behalf of the Executive Committee.
9.1. The Rugby Illinois Budget shall be determined by the Executive Committee, subject to ratification by Rugby Illinois membership at the Annual Meeting. Further, a presentation and discussion of Rugby Illinois Budget status shall be an agenda item at every Rugby Illinois general membership meeting.
10.1.Contracts. The Executive Committee may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
10.2. Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution as determined by a majority vote of the membership of the corporation. Such authority may be general or confined to specific instance.
10.3. Checks, Drafts, etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of Rugby Illinois shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Executive Committee.
10.4. Deposits. All funds of Rugby Illinois not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Executive Committee may select.
11.1. The fiscal year of the corporation shall be for such period as shall be established by the Executive Committee upon approval as determined by a majority vote of the membership.
13.1. These bylaws may only be amended at a Rugby Illinois General Meeting or via electronic voting. Notice of the proposed amendment shall be given to the President and distributed to all members at least four (4) weeks before the meeting. A two-thirds “in-favor” vote of full member clubs in attendance shall be required for approval of an amendment to the Bylaws. Certified Proxies shall be allowed. If an e-vote takes place, a two-thirds “in favor” vote of all member clubs in good standing shall be required to pass an Amendment.
13.1.1 In the event that an electronic vote to change the Bylaws is to take place, the proposal will be distributed electronically to all members for a two week period of discussion, which will be followed by either an electronic vote or a proposed amendment to the original change as approved by the Executive Committee. The proposed change will then be distributed to the membership for a second two week period of discussion, upon which an electronic vote will be taken.
14.1. All grievances shall be submitted in writing to the relevant Executive Committee member for resolution within seven days of submission. Unresolved grievances shall be referred to the Rugby Illinois President (either by the Committee member or the originator of the grievance) and presented before the Executive Committee for resolution. In all cases, grievances shall receive adjudication from Rugby Illinois leadership within fourteen days of the original grievance submission. Further, issues of Rugby Illinois Member Club compliance with Rugby Illinois requirements shall be adjudicated by the Competition Committee.
15.1. There will be two General Meetings each year. Said meetings will be arranged by the President and communicated to the membership by the Secretary.
15.2. General Meetings will take place in July for elections and the determination of action items requiring significant preparation time for the next competitive season and during the first two weeks of December for Budget approval, scheduling issues and select side preparation review.
15.3. All member clubs are required to make a reasonable effort to attend Rugby Illinois General Meetings.
15.4. The Executive Committee may call additional meetings of the membership as deemed necessary to ensure the efficient management of Rugby Illinois affairs.
16.1. A majority of the Full Members of Rugby Illinois shall constitute a quorum for the transaction of business at a Rugby Illinois General or Special Meeting and an action of Rugby Illinois must be authorized by an affirmative vote of a majority of the Full Members present at a meeting at which a quorum is present.
16.2. A majority of the Executive Committee of Rugby Illinois shall constitute a quorum for the transaction of business at an Executive Committee Meeting and an action of the Committee must be authorized by an affirmative vote of a majority of the Executive Committee present at a meeting at which a quorum is present.
17.1. Any person who is or was a Executive Committee member, Committee Leader or Committee Member of the Rugby Illinois (and the heirs estate, executors, administrators and personal representatives of such persons) shall be indemnified to the fullest extent now or hereafter permitted by law in connection with any actual or threatened action or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of their service to Rugby Illinois or to another organization at Rugby Illinois’s request. Persons who are not Executive Committee members, committee leaders or members may be similarly indemnified in respect of such service to the extent authorized at any time by the board members.
18.1. In the event Rugby Illinois ceases to exist, for any reason, all funds remaining after payment of all outstanding debts and liabilities shall pass to a succeeding group or organization with the same or similar goals or purpose, as long as the provisions of Article 2 of this constitution are followed and the group is a not-for-profit organization. If no succeeding organization can be identified, the moneys shall revert back to the remaining full member clubs (i.e. those that paid in dues). Funds shall be distributed equally (not on a pro-rata basis) to those clubs.
19.1. Purpose – The purpose of this conflict of interest policy is to protect Rugby Illinois’s interest when it is contemplating entering into any transaction, contract, agreement or arrangement (hereinafter “transaction”) that might benefit the private interest of an officer, director or Executive Committee member of Rugby Illinois or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal law governing conflict of interest applicable to nonprofit and charitable organizations.
a. Interested Person. Any officer, director, Executive Committee member or member of any other committee with governing board delegated powers, who has a direct or indirect Financial Interest, as defined below, is an Interested Person.
b. Financial Interest
(1) A person has Financial Interest if the person has, directly or indirectly, through business, investment or family:
(a) An ownership or investment interest in any entity which enters into a transaction
(b) A compensation arrangement with Rugby Illinois or with any entity or individual entering
(c) A potential ownership or investment interest in, or compensation arrangement
(2) Compensation includes direct and indirect remuneration as well as gifts or favors that are not de minimus or otherwise insubstantial, as determined by the Executive Committee.
(3) A Financial Interest is not necessarily a conflict of interest. Under Section 3, subsection b, a person who has a Financial Interest may have a conflict of interest only if the Executive Committee determines that a conflict of interest exists. with Rugby Illinois, into a transaction with Rugby Illinois, or with, any entity or individual negotiating a transaction with Rugby Illinois.
a. Duty to Disclose
In connection with any actual or possible conflict of interest, an Interested Person must disclose promptly to the Executive Committee his or her Financial Interest in a transaction; i.e. during consideration of the transaction and prior to the time any action is taken by Rugby Illinois to advance such transaction. The Executive Committee must give an Interested Person the opportunity to disclose all material facts for consideration.
b. Recusal of Self
Any Executive Committee member may recuse himself or herself from any decision or discussion in which the member believes he or she has or may have a conflict of interest, without going through the process for determining whether a conflict of interest exists.
c. Procedures for Determining Whether a Conflict of Interest Exists
(1) The Executive Committee shall meet and discuss the material facts related to a transaction that may present a conflict of interest.
(2) Interested Persons may make a presentation to the Executive Committee of their Financial Interest and other material facts; however, Interested Persons shall not be present during the Executive Committee’s discussion and determination of whether a conflict exists.
(3) In the judgment of the Executive Committee, a conflict of interest may be found when an Interested Person’s stake in a transaction is such that it reduces the likelihood that he or she can act in the best interests of Rugby Illinois or reduces the likelihood that his or her influence can be exercised impartially.
(4) If a conflict of interest exists, the Executive Committee shall consider what measures are needed to protect Rugby Illinois’s interests in light of the nature and seriousness of the conflict and according to the procedure for addressing a conflict of interest below.
d. Procedures for Addressing a Conflict of Interest
(1) An Interested Person may make a presentation at an Executive Committee meeting to explain his/her Financial Interest and all material facts related to the conflict of interest; however, Interested Persons shall not be present during the Executive Committee’s discussion and any subsequent vote involving the conflict.
(2) Due Diligence
(a) The President shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement, including obtaining comparability data or other information that may be relied on by the Executive Committee to determine fair market value for the transaction in question.
(b) The Executive Committee shall consider all information presented and discuss whether the proposed transaction is exclusively for Rugby Illinois’s benefit and on terms fair and reasonable to Rugby Illinois.
(c) The Executive Committee shall determine whether Rugby Illinois can obtain with reasonable efforts a more advantageous transaction from a person or entity that would not give rise to a conflict of interest. Comparable alternative transactions should be evaluated and discussed.
(d) If a more advantageous transaction is not reasonably possible under the circumstances without producing a conflict of interest, the Executive Committee may conclude that the proposed transaction is in Rugby Illinois’s best interest, despite an apparent conflict of interest.
(3) In conformity with the above Due Diligence, the Executive Committee shall make its decision by a majority vote of the disinterested Executive Committee members regarding which transaction is most advantageous for Rugby Illinois and whether its terms are appropriate, in Rugby Illinois’s best interest and in furtherance of Rugby Illinois’s objectives.
19.4. Violations of the Conflict of Interest Policy
a. If the Executive Committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Executive Committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
19.5. Records of Proceedings
The meeting minutes of the Executive Committee, or any other committee with board delegated powers which is addressing a conflict of interest on behalf of Rugby Illinois, shall contain:
a. The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the committee’s decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to a transaction having a conflict of interest; the content of the discussion, including any alternatives to the proposed transaction, comparability data and its source and other information relied upon; and a record of any votes taken in connection with proceedings to address a conflict of interest.
As amended July 26, 2015