Hibernian Rugby Football Club

"More than a Game, A Way of Life"

BYLAWS

DRAFT 1/26/2008

Table of Contents

ARTICLE I Name

ARTICLE II Mission

ARTICLE III Property Interest

ARTICLE IV Board of Trustees

ARTICLE V General Counsel

ARTICLE VI Executive Committee

ARTICLE VII Membership Categories

ARTICLE IIX Meeting and Elections

ARTICLE IX Dues and Accounts

ARTICLE X General

Section 1. Colors

Section 2. Club Logo

Section 3. Club Nickname

Section 4. Discipline and Delinquency

Section 5. Guests

Section 6. Amendment of By-Laws  

Section 7. Robert’s Rules

Section 8. Electronic Mail (email)

Section 9. Anti-discrimination Provision.

ARTICLE XI Obligation of Directors, Trustees and Officers, Limitation on Personal

Liability and Indemnification.

BY-LAWS

OF THE HIBERNIAN RUGBY FOOTBALL CLUB

ARTICLE I

Name

The Club is and shall be called the Hibernian Rugby Football Club, hereinafter referred to as the “CLUB.”

ARTICLE II

Mission

The object of the CLUB is to play and promote the Sport of Rugby Union in Lower Bucks County , PA and to further the growth of the sport in the region, working within the framework of USA Rugby, as dictated by the International Rugby Board, hereinafter termed the IRB.

Article III

Property Interest

Upon liquidation or dissolution the assets of the CLUB shall be distributed equally amongst the members. Evidence of membership shall be reflected as defined in VII. The value of such, except in liquidation or dissolution, shall be as established and fixed by the Board of Trustees.

Article IV

Board of Trustees

The Board is composed of thirteen members, including the six officers, four committee chairpersons, one U19 player representative and two senior members-at-large. Board Officials must meet at least once a month during the seasons and at least twice during the off-season. The Board shall oversee all aspects of the social and sporting life of the Club. The Board meetings are open to all members.

Section 1. The officers of the Trustees shall be as follows: President to serve a one year term; Vice President, to serve a one year term; Secretary, to serve a one year term; Treasurer, to serve a one year term; Match Secretary, to serve a one year term; EPRU/EPRRRS Liaison, to serve a one year term.

1. All positions are to be voted upon before the termination of their term, and all newly appointed or re-elected positions shall serve a one-year term thereafter. The position, rather than the person fulfilling that particular position, shall be up for election at the expiration of its term. Upon the resignation of a member or expiration of a term of office, voting members will vote for a new officer, with such appointment requiring a simple majority.

The voting procedure for The Trustees is by simple majority. When voting on any issue, in the event of a tie, the President shall have the casting vote. A quorum, is deemed to be seven attendees of a regularly or extraordinary meeting. Replacement of a Trustees member for failing to fulfill his duties, resignation, death, or for unlawful conduct, can be made by a simple majority, to include absentee ballots.  In addition to fulfilling their executive duties, The Trustees are collectively responsible for: a permanent home (Clubhouse and field,) sponsorship, fundraising and social events outside the sport of Rugby, Tax Exempt/Nonprofit status and administration, the writing and maintenance of the maintaining perpetual contact with the Club and being a supportive body for the activities of the Executive Committee.

Section 2. The President shall preside at all meetings of the Trustees and full Membership. The President shall, with the Secretary, sign all written contracts and, with the Treasurer, all notes and obligations of the CLUB. The President shall perform such other duties as the Membership or the Trustees shall direct.

Section 3. The Vice-President shall perform all the duties of the President in the event of the President’s absence or inability to act, or during a vacancy in the office of the President.

Section 4. The Secretary shall have custody of the records, CLUB Seal and Articles of Incorporation of the CLUB. The Secretary shall keep minutes of all Trustees meetings and ensure that all members of the Trustees and Club President receive a full copy of the minutes of each Trustees meeting within ten working days from the date of each meeting. The Secretary shall communicate with all parties via email, unless any person cannot receive such transmissions, in which case such a person will be afforded the minutes or any other relevant correspondence or other written materials via hard copy, by mail to the address on file with the CLUB. The Secretary shall conduct the correspondence of the CLUB as required by the Trustees. The Secretary shall receive copies of all CLUB Ballots and results of all elections and report to the Trustees and membership the results of each election. The Secretary shall ensure that the results of all elections are posted on the official CLUB website.

Section 5. The Treasurer shall collect, deposit, disburse and account for the funds of the CLUB under and subject to the direction of the Trustees. In addition, the Treasurer shall supervise the accounting of the CLUB’S financial records and report thereon to the Trustees at each scheduled Trustees meeting and yearly to the Membership, or more frequently, if required. The Treasurer shall pay all bills as approved by the President and/or Trustees. Accounts shall be subject to an annual audit.

Section 6. The Match Secretary is responsible for administering, contacting and publishing the playing schedule for the Senior Men’s Team.   This shall include but not limited to the EPRU Divisional Officer assigned to administer the CLUB’S divisional designation, The Opposing Club’s counterpart and the appointed Referee for home matches.

Section 7. The EPRU/EPRRS Liaison is responsible for attending and representing the CLUB at all required and mandatory meetings of both the Eastern Pennsylvania Rugby Union and the Eastern Pennsylvania Rugby Referee’s Society. This person is also responsible for communication back to the Executive Committee all relevant matters discussed during these meeting.

Article V

General Counsel

At its discretion, the Trustees may appoint a General Counsel as required for any and all advice of a legal nature. This position holds no executive power and may participate in CLUB activities only as a non-member, unless such Counsel becomes a Member as defined in Article VII.

Article VI

Executive Committee

Section 1. The Executive Committee, shall be comprised of seven members, to include President, Vice President, Secretary, Treasurer, Match Secretary, EPRU/EPRRS Liaison and one member-at-large. The Executive Committee shall convene no less than four times in each calendar year.

A required vote of four in favor is necessary for the approval of any proposal, the President having the casting vote in the event of a tie due to an abstention or absenteeism. Replacement of an Executive Committee member for failing to fulfill his duties, unlawful conduct, resignation or death can be made by a vote of simple majority, to include absentee ballots. In addition to fulfilling the executive duties on the committee, the Executive Committee is collectively responsible for budgeting the day-to-day activities of the CLUB, community relations, MARFU, CIPP, social events, fundraising, recruitment, grounds maintenance, equipment and kit, Match Secretary and the promotion of physical fitness, teamwork and a community minded attitude through the sport of Rugby .

Section 2. The President shall preside at all meetings of the Executive Committee. The President shall, with the assistance of the Vice President, call all General Membership Meetings and Executive Committee Meetings. The President shall be responsible for overseeing the work and activities of fellow Executive Committee Members and Officers.

Section 3. The Treasurer is responsible for the collection of CLUB Membership dues as set forth in Article IX and for the disbursement of funds to cover the operating expenses of the CLUB. In partnership with the Trustees Treasurer, he shall give a full accounting on a quarterly basis to the Trustees. The Treasurer has the authority to write checks against operational expenses up to the amount of five hundred dollars. Any amount in excess of five hundred dollars requires the written approval of the CLUB President, Vice President or Secretary; email approval under such circumstances is permitted. The Treasurer shall also coordinate the completion of mandatory budgeting requirements.

Section 4. The Vice-President shall, either as an individual or in association with an

Officer or Officers, manage CIPP, EPRU/MARFU/USA Rugby relations, recruitment, Field and Equipment, Match Secretary and secretary for all Executive Committee meetings.

Article VII

Membership

There are three tiers of membership. They are defined as Senior Player, U19 Player and Social memberships. New memberships are subject to Board approval.

Section 1. Senior Player membership is open to any male applicant 19 years or older, who has never been engaged in professional or semi-professional sports and who has paid dues and subscriptions as set by the Club for this category of membership. Player-members must attend all scheduled practices the week preceding a league match to be considered for selection.

Section 2. U19 Player membership is open to any male or female applicant between the ages of 15 to 18 years old, and who is enroll in a Lower Bucks County High School Program and who has paid dues and subscriptions as set by the Club for this category of membership. The U19 Player members must attend all scheduled practices the week preceding a league match to be considered for selection.  They must also meet all of the requirements set down by USA Rugby, MARFU and the EPRU for the U19 level of play.

Section 3. Social membership is open to anybody 15 years or older who has paid dues and subscriptions as set by the Club for this category of membership.

Section 4. Only Senior Player Members and Social Members have the right to vote at all

Club General Meetings.

Article IIX

Meetings and Elections

Section 1. An Annual General Meeting of the Membership shall be held at the completion of the fall season, at such time and place to be determined by the Executive Committee. Notice of the time and place of such meeting shall be mailed or emailed to each Member by the Vice President at least ten days prior to the date thereof.

Section 2. The order of business at the Annual General Meeting shall be as follows:

a) Reading and approval of minutes of the previous meeting.

b) Matters Arising

c) Reports of Officers

d) Reports of Committees

e) New Business

f) Elections

g) Adjournment.

Section 3. Extraordinary General Meetings (EGM) may be called at any time by the President of the Trustees, or four members of the Trustees, or three members of the Executive Committee, or by 25 Voting Members. The request for the meeting shall be submitted in writing via mail or email to the Vice President who shall cause a minimum of five (5) days notice of the date, time, location and purpose of the meeting to be sent to the Membership.

Section 4. At any meeting of the CLUB, twenty (20) Voting Members present shall constitute a quorum, and a majority shall decide all questions unless otherwise provided for in these By-Laws. In the event of a tie, the President shall cast the deciding vote. In case of an appeal, ROBERT’S RULES OF ORDER REVISED shall be the recognized rules of the meeting.

Section 5. Election of each member of the Board of Trustees shall take place at every CLUB Annual General Meeting by simple majority of the FULL MEMBERS. Voting is by hand raising. In the event of a tie, the Trustees President shall cast the deciding vote.

Section 6. The Secretary shall cause to be produced a ballot listing the names of all candidates who have been nominated to the Board of Trustees in accordance with these By-Laws, and shall, ten (10) days prior to the Annual General Meeting, mail or email a copy of the ballot to each Full Member along with the notice of Annual General Meeting. A Member may vote either in person at the Annual General Meeting, or by returned ballot, via mail or email, to be in the hands of the Vice President in sufficient time to in turn be available at the time of voting at the Annual General Meeting.

Article IX

Dues and Accounts

Section 1. The CLUB shall operate on a calendar year basis, ending December 31 of each calendar year.

Section 2. The Season Dues of all Members shall be fixed at each CLUB Annual General Meeting. Insolvent members will not be selected for any games until their fee or fees are paid in full. 

Section 3. The payment of Season Dues shall be paid no later than the fourteenth day of the season. Payment will be made by cash, money order, check payable to the Hibernian Rugby Club and submitted to the CLUB Treasurer, or by credit card via secure online payment link at www.hiborugby.com. The payment of annual dues for new and renewing Player members will be determined each year and communicated at the Annual General Meeting. The payment of annual dues for new and renewing Social members will be determined each year and communicated at the Annual General Meeting. Dues are not refundable.

Section 4. The EC shall maintain a checking account to fund the normal operating expenses for each season.

Section 5. The Treasurer shall prepare annual Federal and State Tax documentation.

Article X

General

Section 1. The official CLUB colors shall be black, white and royal blue.

Section 2. The official CLUB Logo shall be “more than a game.”

Section 3. The official CLUB Nickname shall be “The Hibos.”

Section 4. Discipline and Delinquency:

(a) The Board will elect two members to form a Disciplinary Committee. This Committee will be elected in the fall and serve a one-year term.

 (b) Any Member, regardless of the class of membership, shall be formally warned if it is deemed by any CLUB Committee, CLUB Board, Township, other Club officials, any EPRU, MARFU or IRB official, Referee, Sponsor, Host or any other organization that enjoys a CLUB affiliation or relationship, that he/she acted in a manner other than expected as detailed in the Constitution and By-Laws, provided that such a complaint is formal, or the receipt of a verbal complaint is deemed appropriate for discipline by the Executive Committee or Trustees. Such official warning shall be directed to the Executive Committee and the Executive Committee shall organize and send said written warning.

(b) Any Member, regardless of the class of membership, may be suspended or expelled from membership for any action deemed injurious to the interest of the CLUB. One week’s previous notice in writing shall be given to the member, sent to such address as appears on the Books of the CLUB, of the charges preferred in writing against him and an opportunity afforded him for a hearing before the EC. All members shall be responsible for their own conduct, as well as the conduct of their spouses, their children, other family members and Guests (Article X, Section 5).

(c) Suspension of any member shall be by a majority vote of the Executive Committee.

(d) Expulsion shall require a full meeting of the Executive Committee, and a vote of three to two.

(e) Only the Trustees have the authority to take disciplinary action against a member of the Executive Committee.

Section 5. Guests

There are two categories of Guest: Playing and Non-Playing. Guests by definition, have no voting status, privileges or rights under the ByLaws of the CLUB.

Playing Guests.

(a) Playing Guests shall be as designated by USA Rugby.

(b) The selection committee of the CLUB has the right to nominate two Playing Guests up to a point whereby the CLUB is governed by the rules of USA Rugby.

(c) Playing Guests, by definition, are not members of the CLUB, and to that extent are not covered by policies created by USA Rugby.

(d) Such Playing Guests have no status for membership within the CLUB and play the sport of Rugby at their own risk.

(e) The jurisdiction of playing status by Playing Guests extends to those occasions as the CLUB comes together to practice the playing of the sport of Rugby , hereinafter termed Practice.

(f) In order to play or participate in practice, a Playing Guest shall sign a Playing Guest Waiver, accepting the conditions as stated above.

Non-Playing Guests.

(g) Any member of the CLUB, in good standing, may invite a social, Non-Playing Guest as approved within the rules of USA Rugby or governed by the laws of the State of New Jersey appertaining to organizations in which category falls the status of the CLUB.

Section 6. Amendment of By-Laws.

The Board shall prepare additions or amendments to the bylaws, to be submitted to be submitted in writing in detail by the Vice President and copy thereof mailed or emailed to each Member entitled to vote, along with such notice as required for such a meeting as set forth in Article X, and unless approved by two-thirds of Members present and voting at a General Meeting when such an amendment or amendments are included in the agenda, or two-thirds of those present at a General Meeting for such a purpose as defined in Article IIX, Section 2.

Section 7. Roberts Rules.

The current edition of Robert’s Rules of Order shall be the parliamentary authority for the

CLUB unless modified elsewhere in these By-Laws and shall govern all General Membership Meetings, Executive Committee Meetings, Board of Trustees Meetings, and emergency meetings of the Trustees, Executive Committee or General Membership.

Section 8. Electronic Mail (Email)

Email shall be defined as the transmission of computer-based messages over telecommunication technology. Such common methods shall be deemed as appropriate communication as required in these By-Laws. The Vice President is responsible for ensuring the accuracy of such email addresses at such appropriate times that would require the updating of other traditional demographic changes to a Members’ account and membership information. Email is not deemed appropriate under such circumstances as defined in the By-Laws as requiring written mail only.

Section 9. Anti-Discrimination Provision.

No part of these By-Laws shall be construed so that such part unlawfully discriminates against any individual on the base of race, religion, natural origin, age, sex, physical or mental disability, or any other unlawful basis. In the event that any part of these bylaws does so unlawfully discriminate, then such part shall be void: however, the remainder of these bylaws shall continue to be effective and valid.

Article XI

Obligation of Directors, Trustees and Officers, Limitation on Personal Liability and Indemnification.

Section 1. Limitation of Personal Liability.

No Director, Trustee or Officer of the CLUB shall be personally liable for any act or failure to act on behalf of the CLUB, even if negligent or grossly negligent, unless the Director, Trustee or Officer has breached his or her fiduciary obligation described in Section 2 of this Article XIII or unless his or her act or failure to act constitutes self-dealing, an intentional tort, recklessness, willful misconduct, or a crime involving dishonesty.

Section 2. Fiduciary Obligation of Directors, Trustees or Officers and Justifiable Reliance.

All Directors, Trustees or Officers of the CLUB shall stand in a fiduciary relationship to the CLUB and shall perform their duties in good faith, in a manner reasonably believed to be in the best interests of the CLUB and with such care, as a person of ordinary prudence would use under similar circumstances. Directors Trustees or Officers owe a duty of reasonable inquiry but are entitled to rely in good faith upon information provided to them by other Directors, Trustees or Officers, by competent professionals and by other persons normally relied upon by fiduciaries. A Director, Trustee or Officer who has actual knowledge of accurate information contrary to that upon which he or she claims to rely shall not be considered to have acted in good faith.

Amended 01/29/2008