ARTICLE I 

organization

Section 1.1.  The University of Dayton Rugby Football Club Alumni Association (the “Association”) was founded on April 17, 2004.

ARTICLE II 

mission statement[1]

Section 2.1.  The mission of the Association (the “Mission Statement”) is to be a responsible and readily distinguishable organization that recognizes, synthesizes, and advances the interests of the Members, Players, and University.  In pursuit of this mission, the Association will:

(a)                develop and implement a strategic plan for assisting the Clubs and the University to advance to a position of national prominence in the rugby community;

(b)               act as a liaison between the Clubs and the University to encourage and facilitate open communication and cooperation between the Clubs and the University; and

(c)                create and develop an organization through which its Members can (1) continue contributing to the Clubs, even after discontinuing active status as a Player or Coach; (2) network, personally and professionally, with other Members; and (3) maintain bonds with former teammates that, historically, might have been lost in the absence of an organization such as the Association.

ARTICLE III 

definitions

In addition to the term(s) already defined herein, the following definitions shall also apply herein:

Section 3.1.  “AGM” shall mean the annual general meeting of Members and Players held in accordance with these By-Laws.

Section 3.2.  “Amendment” shall have the meaning ascribed to it in section 7.1 of these By-Laws.

Section 3.3.  “Association Dues” shall have the meaning ascribed to it in section 6.1 of these By-Laws.

Section 3.4.  “Board” shall mean the seven (7) member Board of Directors of the Association elected in accordance with these By-Laws.

Section 3.5.  “Board Meeting” shall have the meaning ascribed to it in section 5.4.3 of these By-Laws.

Section 3.6.  “By-Laws” shall mean the University of Dayton Rugby Football Club Alumni Association By-Laws, as the same shall be amended, supplemented, or otherwise modified from time to time.

Section 3.7.  “Club Coach Representatives” shall have the meaning ascribed to it in section 5.4.2(b) of these By-Laws.

Section 3.8.  “Club Player Representatives” shall have the meaning ascribed to it in section 5.4.2(a) of these By-Laws.

Section 3.9.  “Clubs” shall mean and collectively refer to the MRC and the WRC.

Section 3.10.  “Event Coordinator” shall have the meaning ascribed to it section 5.4.1(d) of these By-Laws.

Section 3.11.  “Honorary Member(s)” shall mean an individual granted honorary membership in the Association in accordance with section 4.2 of these By-Laws.

Section 3.12.  “Member(s)” shall mean member(s) of the Association.

Section 3.13.  “MRC” shall mean the University of Dayton Men’s Rugby Football Club.

Section 3.14.  “MRCA” shall mean those Members that played for the MRC.

Section 3.15.  “MRCA Representative” shall have the meaning ascribed to it in section 5.4.1(f) of these By-Laws.

Section 3.16.  “Nullified Provision” shall have the meaning ascribed to it in section 9.2 of these By-Laws.

Section 3.17.  “Player(s)” shall mean any University student on the active roster of either Club.

Section 3.18.  “President” shall have the meaning ascribed to it section 5.4.1(a) of these By-Laws.

Section 3.19.  “Public Relations Chair” shall have the meaning ascribed to it section 5.4.1(e) of these By-Laws.

Section 3.20.  “Records and Minutes” shall have the meaning ascribed to it in section 5.4.1(b) of these By-Laws.

Section 3.21.  “Reimbursable Expenses” shall mean and include any expense incurred by (a) a Director or (b) a Member or Player, upon the direction of a Director, in procuring any good or service for or on behalf of the Association in furtherance of the Mission Statement, authorized Association business, or any other matter set forth under these By-Laws.

Section 3.22.  “Roster” shall have the meaning ascribed to it in section 5.4.1(b) of these By-Laws.

Section 3.23.  “Secretary” shall have the meaning ascribed to it section 5.4.1(b) of these By-Laws.

Section 3.24.  “Treasurer” shall have the meaning ascribed to it section 5.4.1(c) of these By-Laws.

Section 3.25.  “University” shall mean the University of Dayton, Dayton, Ohio, and any and all branch campuses and/or facilities thereof.

Section 3.26.  “WRC” shall mean the University of Dayton Women’s Rugby Football Club.

Section 3.27.  “WRCA” shall mean those Members that played for the WRC.

Section 3.28.  “WRCA Representative” shall have the meaning ascribed to it in section 5.4.1(g) of these By-Laws.

ARTICLE IV 

MEMBERSHIP

Section 4.1.   Membership Eligibility.  In order to qualify as a Member, an individual must be a graduate of the University who played at least two (2) seasons of rugby for either of the Clubs; and (b) be current with all Association Dues.

Section 4.2.  Honorary Members.  An individual may be an Honorary Member of the Association.

Section 4.2.1.  Designation of Honorary Members.  An individual shall be designated an Honorary Member of the Association upon (a) written nomination by at least three (3) Members submitted to the Board for consideration; and (b) majority vote of the Board held and recorded at a regularly-scheduled Board Meeting.

Section 4.2.2.  Non-Exhaustive Factors to be Considered by Board.  In determining whether to designate an individual as an Honorary Member, the Board shall consider the following non-exhaustive list of factors: (a) such individual’s contribution to the Clubs, Association, University, rugby community, or community-at-large; (b) any statements, written or otherwise, in support of or against such individual’s designation as an Honorary Member and (c) any other factors deemed relevant by the Board, in its sole discretion, to a determination of whether such individual should be designated as an Honorary Member.

Section 4.2.3.  Duration of Honorary Membership.  Unless otherwise determined by the Board when designating an individual as an Honorary Member, honorary membership in the Association shall be a lifetime designation.

Section 4.2.4.  Rights and Benefits of Honorary Members.  Honorary Members shall have all of the rights and benefits of Members in good standing under the By-Laws; provided, however, that Honorary Members shall not be entitled (a) to nominate other individuals for consideration as Honorary Members; and (b) to vote with respect to any matter subject to a vote by the Board, Members, or Players or otherwise under these By-Laws.

Section 4.3.  Termination of Membership of a Member or Honorary Member.  The Board may terminate a Member or Honorary Member’s membership in the Association for cause and upon a majority vote of the Board.  For purposes of this subsection only, “cause” shall mean engaging in conduct that is unbecoming to the Association, Clubs, or University.  Notwithstanding anything to the contrary contained in this subsection, a Member’s membership in the Association shall be deemed to be automatically terminated without the requirement of Board vote if a member fails to pay the Association Dues in accordance herewith.

ARTICLE V 

board of directors

Section 5.1.  Board of Directors.  The Board shall consist of seven (7) Members in good standing under these By-Laws.

Section 5.2.  Election and Terms of Directors. 

Section 5.2.1.  Terms of Directorship and Staggered Elections.  All Directors shall serve two (2) year terms; provided, however, that the Treasurer of the Board, MRCA Representative, WRCA Representative, and Event Coordinator elected at the 2005 AGM shall a one (1) year initial term, thereafter establishing a pattern of the Treasurer of the Board, MRCA Representative, WRCA Representative and Event Coordinator being elected in even numbered years (i.e., in 2006, 2008, 2010 and thereafter) and the President of the Board, Secretary of the Board and Public Relations Chair being elected in odd numbered years (i.e., in 2007, 2009, 2011 and thereafter).

Section 5.2.2.  Term Limits.  No Directors shall serve more than two (2) consecutive terms.  Upon completion of two (2) consecutive terms, a Director shall be ineligible to serve on the Board for a period of one (1) full calendar year.

Section 5.3.  Election of Directors. 

Section 5.3.1.  Notification of Board Vacancies.  The President of the Board shall, no later than sixty (60) days before each AGM, notify the Members of the Board positions that must be filled at the AGM and request nominations of potential Directors in accordance herewith.

Section 5.3.2.  Nomination.  At or before an AGM, Director candidates shall be nominated to a particular Board office by another Member, with such nomination to be seconded by at least one (1) other Member.  Director candidates may be nominated for up to three (3) Board offices.  If a Director candidate wins the election for more than one Board office, the Director candidate shall serve in the position of the Director candidate’s choice and the remaining Board positions with respect to which such Director candidate was the prevailing candidate shall be subject to a re-vote to be held in accordance with these By-Laws.

Section 5.3.3.  Voting on Directors.

(a)                Voting Procedure at AGM.  All voting on Board offices shall be (i) conducted at the AGM; (ii) done by way of written ballots; and (iii) tabulated by the Secretary of the Board or another Board member designated by the majority of the Directors present at the AGM; provided, however, that if no Directors are present at the AGM, then the Members that are present at the AGM shall designate a Member to tabulate the votes.

(b)               Determining the Winning Director Candidate.  The Director candidate receiving the greatest number of votes with respect to the Board office(s) for which the Director candidate was nominated shall be the winning candidate.  A tie shall be broken as follows: (i) by re-vote at the AGM on the Director candidates with the tying number of votes; provided, however, that (ii) if there is a tie among all Director candidates to a particular Board office, then the President of the Board shall cast the decisive vote; provided further, however, that (iii) if the President of the Board is also one of they tying Director candidates, then the Treasurer of the Board shall cast the decisive vote.

(c)                Proxy Voting by Representative at AGM.  There shall be no proxy voting on Director positions unless and until these By-Laws are amended to provide otherwise.

Section 5.4.  Board Offices and Responsibilities

Section 5.4.1.  Voting Board Officers and Responsibilities.

(a)                President of the Board.  There shall be one (1) president (the “President”) of the Board.  The President’s responsibilities shall include, without limitation, (i) overseeing all other Directors to ensure that they continually fulfill all of their obligations under these By-Laws; (ii) coordinating the AGM by, among other things, determining a date therefor and informing the Association of the same no less than four (4) months prior to such AGM, as well as informing the Association of the agenda of matters to be discussed and/or voted upon (if any) at the AGM; (iii) represent the Association before the University on any formal matters with respect to the Association; (iv) traveling to the University as necessary to execute his or her duties under these By-Laws;  (iv) engage in any other necessary and appropriate activities to ensure that the Mission Statement and purpose of these By-Laws are successfully fulfilled. 

(b)               Secretary of the Board. There shall be one (1) secretary (the “Secretary”) on the Board.  The Secretary’s responsibilities shall include, without limitation, (i) keeping detailed, written records and minutes of all Board and Association activity including, without limitation, minutes from each Board meeting and records of all matters set for vote by the Association, Board, or otherwise (collectively, the “Records and Minutes”); (ii) circulating the Records and Minutes (x) to the Board, in every instance, (y) to the Association at large and/or Clubs where deemed appropriate by the President of the Board, and (z) to a Member, upon reasonable request thereby; (iii) archiving the Records and Minutes for transition to succeeding Secretaries of the Board; (iv) keeping a detailed Member and Honorary Member roster (the “Roster”) containing the names, addresses, telephone numbers, and electronic or “e-mail” addresses of each Member and Honorary Member, where any or all of the foregoing are known; and (v) updating the Roster on an annual basis.

(c)                Treasurer of the Board.  There shall be one treasurer (the “Treasurer”) on the Board.  The Treasurer’s responsibilities shall include, without limitation, (i) accepting and processing all Association Dues; (ii) ensuring that all Association Dues are collected from the Members in accordance with these By-Laws by, among other things, coordinating and maintaining a structured system for such collection efforts; (iii) coordinating with the University to ensure financial accountability with respect to Association funds; (iv) overseeing the Operating Fund and Endowment Fund and providing an accounting of the same (x) to the Board, as requested; and (y) in writing to the Members at least once per calendar year; (v) ensuring that all Association Dues and other contributions to the Association are appropriately allocated among the Operating Fund and the Endowment Funds; and (vi) seeing that all Directors and Members are promptly reimbursed for all Reimbursable Expenses.

(d)               Event Coordinator.  There shall be one (1) event coordinator (the “Event Coordinator”) on the Board.  Other than duties incidental to Board membership, the sole duties of the Event Coordinator shall be, (i) organizing and publicizing, to the Members and Honorary Members, no less than two (2) social and/or fundraising events for the Association during each year of his or her term; and (ii) taking all reasonable, necessary, and appropriate measures to ensure participation of the Clubs, where appropriate.

(e)                Public Relations Chair.  There shall be one (1) public relations chair (the “Public Relations Chair”) on the Board.  Other than duties incidental to Board membership, the sole duties of the Public Relations Chair shall be (i) generating and circulating, using all reasonable means, an Association newsletter to all Members and Honorary members on at least two (2) occasions during each year of his or her term with no less than five (5) months between the circulation of each such newsletter; and (ii) generating and publishing to the University, on at least one (1) occasion during each year of his or her term, an executive summary of Association activity.

(f)                MRCA Representative.  There shall be one (1) representative of the MRCA (the “MRCA Representative”) on the Board.  The duties of the MRCA Representative shall include, without limitation, (i) taking all reasonable and necessary measures to ensure that that the interests of the MRCA are advanced in accordance with these By-Laws; and (ii) assisting all other Directors in fulfilling their duties under these By-Laws as requested by the President of the Board.

(g)               WRCA Representative.  There shall be one (1) representative of the WRCA (the “WRCA Representative”) on the Board.  The duties of the WRCA Representative shall include, without limitation, (i) taking all reasonable and necessary measures to ensure that that the interests of the WRCA are advanced in accordance with these By-Laws; and (ii) assisting all other Directors in fulfilling their duties under these By-Laws as requested by the President of the Board.

 

Section 5.4.2.  Advisory-Voting Board Officers.

(a)                Club Player Representatives.  The president of each of the Clubs shall be deemed to be the club player representative (the “Club Player Representatives”) on the Board. The Club Player Representative shall be entitled to attend and participate in Board meetings and to vote on Board matters; provided, however, that such votes are advisory only and shall not count towards any official tabulation for purposes of Board or Association matters unless otherwise expressly agreed by a majority of the Board members in advance of any particular vote in which the Club Player Representative(s) desire to participate.  The Board, acting in its sole discretion, may direct Club Player Representative(s) to excuse themselves from Board or Association matters at any time.

(b)               Club Coach Representatives.  The head coach of each of the Clubs shall be deemed to be the club coach representative (collectively, the “Club Coach Representatives”) on the Board. The Club Coach Representative shall be entitled to attend and participate in Board meetings and to vote on Board matters; provided, however, that such votes are advisory only and shall not count towards any official tabulation for purposes of Board or Association matters unless otherwise expressly agreed by a majority of the Board members in advance of any particular vote in which the Club Coach Representative(s) desire to participate.  The Board, acting in its sole discretion, may direct Club Coach Representative(s) to excuse themselves from Board or Association matters at any time.

Section 5.4.3.  Board Meetings. The Board will meet once per quarter (a “Board Meeting”), telephonically or otherwise.  The AGM shall not constitute a Board meeting.  It shall be the responsibility of the President of the Board to schedule and coordinate Board meetings and to circulate an agenda to all Directors within a reasonable time before any Board meeting.

Section 5.5.  Resignation of a Director. 

Section 5.5.1.  Resignation Procedure.  A Director may resign from the Board for any reason; provided, however, that the resigning Director must provide at least one (1) month’s written notice to the President of the Board.

Section 5.5.2.  Effect of Resignation.  If a Director resigns from the Board in accordance with the immediately preceding subsection, then the Director shall be ineligible to serve on the Board for one (1) full calendar year following the Director’s resignation; provided, however, that if a Director fails to resign in accordance with the immediately preceding subsection, then such Director’s resignation shall automatically be deemed to be a termination of the Director in accordance with the section 5.6 of these By-Laws.

Section 5.6.  Termination of a Director. 

Section 5.6.1.  Termination Procedure.  A Director may be terminated from service on the Board for cause upon a majority vote of the remaining Directors held at a Board Meeting.  No Director shall be terminated without first affording such Director an opportunity to speak in his or her defense, in person or otherwise, at a Board Meeting, unless such right is expressly waived by such Director.  For purposes of this sub-section only, “cause” means and includes:

(a)                the failure of any Director to fulfill any of his or her duties under these By-Laws;

(b)               any Director’s engagement in conduct unbecoming to the Association, Clubs, or University; or

(c)                any other reason on account of which a reasonable person would determine that a Director should no longer serve on the Board.

Section 5.6.2.  Effect of Termination.  If a Director is terminated in accordance with these By-Laws, then the terminated Director shall not be eligible to serve on the Board for four (4) calendar years following termination; provided, however, that the terminated Director shall not lose status as a Member; provided, that the terminated Director continually fulfills all requirements to be a Member in good status under these By-Laws.

Section 5.7.  Continuation of Board Business in Event of Director Resignation or Termination.  If, at any time, a Director resigns or is terminated in accordance with the By-Laws, the Board shall continue its business with the remaining Directors until the next AGM.  If the resigning or terminated Director has served less than one (1) full year of his or her term at the time of resignation or termination, then a replacement Director shall be elected at the next AGM and such replacement Director shall be retroactively deemed to have served on the Board as of the date of election of the resigning or terminated Director that the replacement Director replaces (e.g., if a Director is elected in April 2005 and resigns or is terminated in January 2006, then a replacement Director shall be elected at the next AGM, however, such replacement Director shall be deemed to have served since April 2005 and will be subject to re-election in 2007).  If the resigning or terminated Director has served one (1) or more full year(s) of his or her term at the time of resignation or termination, then no replacement Director shall be elected at the next AGM.

ARTICLE VI 

finances

Section 6.1.  Association Dues.  Association dues shall be twenty-five dollars ($25.00) (the “Association Dues”).

Section 6.1.1.  Payment Deadline.  Association Dues shall be payable annually at or before each year’s AGM.

Section 6.1.2.  Exempt Parties.  The following Members shall be exempt from paying Association Dues:

(a)                current Directors during their respective terms of service on the Board;

(b)               Honorary Members; and

(c)                any other Member(s) determined by a majority vote of the Board to be deserving of an exemption from payment of Association Dues for a particular year or years for reasons including, without limitation, financial hardship.

Section 6.2.  Endowment Fund.  [RESERVED]

Section 6.2.1.  Generally.  [RESERVED]

Section 6.2.2.  Oversight of Endowment Fund.  [RESERVED]

Section 6.2.3.  Use of Endowment Funds.  [RESERVED]

Section 6.3.  Operating Fund.  [RESERVED]

Section 6.3.1.  Generally.  [RESERVED]

Section 6.3.2.  Oversight of Operating Fund.  [RESERVED]

Section 6.3.3.  Use of Endowment Funds.  [RESERVED]

Section 6.4.  Fundraising Goals.  [RESERVED]

Section 6.5.  Donations.  [RESERVED]

ARTICLE VII 

amendments to by-laws

Section 7.1.  Modification.  These By-Laws may be amended, supplemented, or otherwise modified (collectively, an “Amendment”) in accordance herewith.

Section 7.1.1.  Proposed Amendment, Supplement, or Modification. 

(a)                Substantive Amendments.  A substantive Amendment to these By-Laws must be proposed in a detailed writing (i) describing the proposed Amendment and the purpose thereof, (ii) proposing the exact language to be incorporated into these By-Laws; (iii) signed by at least ten (10) Members and (iv) submitted to the President of the Board (a “Qualifying Amendment”).  Upon receipt of a Qualifying Amendment, the President of the Board shall see that the same is submitted at the first AGM following the date that the Qualifying Amendment is actually received by the President of the Board for a review and vote by those Members present at such AGM.  The Qualifying Amendment shall be approved and immediately incorporated into these By-Laws if such Amendment receives a majority vote in favor of adoption of the Qualifying Amendment by those Members present at such AGM; provided, however, that a majority of Board may adjourn the vote on a proposed Amendment if such majority determines that the Qualifying Amendment should be circulated to the Members at large for a future vote to be concluded no later than nine (9) months after the AGM at which such Qualifying Amendment originally was subject to a vote.

(b)               Non-Substantive Amendments.  Non-substantive Amendments may be approved by a majority of the Directors at a Board Meeting.

(c)                Circulation of Amended By-Laws.  If the By-Laws are amended, supplemented, or otherwise modified in accordance herewith, then the President of the Board shall see that the By-Laws, as amended, supplemented, or otherwise modified, are distributed to all Members at or before the AGM immediately following approval of such Amendment(s).

ARTICLE VIII 

the alumni association board pledge

Section 8.1.  Once a Member is elected to the Board, they shall take the following oath, administered by the President of the Board or, in his or her absence, another current Director:

I, [Director’s name], swear to execute my duties to the Members of this Association to the best of my abilities by advancing the Alumni Association’s Mission Statement at all times.  I further swear to foster and encourage the mental, physical, and spiritual growth of the men and women who have given and continue to give their time and effort to advancing the good of the University of Dayton, the University of Dayton Rugby Football Clubs, and the community at large.

ARTICLE IX 

interpretation AND GOVERNING LAW

Section 9.1.  Headings.  All headings contained herein are for ease of reference only and in shall in no way govern interpretation of these By-Laws.

Section 9.2.  Governing Law.  These By-Laws shall be governed and interpreted and applied by and in accordance with the laws of the State of Ohio notwithstanding any conflict of law rules or principles of the State of Ohio or otherwise.  To the extent that any provision of these By-Laws is inconsistent with the laws of the State of Ohio (a “Nullified Provision”), such Nullified Provision is deemed null and void; provided, however, that a Nullified Provision shall not operate to render the remaining By-Laws null and void, and all remaining By-Laws shall nonetheless be interpreted and applied as if such Nullified Provision had never been adopted into these By-Laws.

 

 

 

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ADOPTED AND APPROVED ON THIS ___ DAY OF ______ 200__ BY A MAJORITY OF MEMBERS PRESENT.

AS ACKNOWLEDGED BY THE FOLLOWING:

, President Date:               , 200__	, Secretary Date:               , 200__
, Treasurer Date:               , 200__	, Event Coordinator Date:               , 200__
, Public Relations Chair Date:               , 200__	, MRCA Representative Date:               , 200__
, WRCA Representative Date:               , 200__