Board Bylaws of The WWU Men's Rugby Alumni Association
Adopted Unanimously on 9/6/22
1. Goals & Purposes
1. The goals and purposes of Western Washington University Men’s Rugby Alumni Association, (hereafter “the WRA”), stated here are in amplification of those stated in the Articles of Incorporation, which take precedence in case of conflict. The WRA is an association of current and former Western Washington University Men’s Rugby players, friends, and supporters of the Western Washington University Men’s Rugby Club, formed for the following common purposes:
a. Support the student-led WWU Men’s Rugby Club and the student athletes that make up the club in order to ensure the long-term viability and success.
b. Foster and develop fellowship, communication, and association among current and former WWU Men’s Rugby Club players, friends, and supporters.
c. Promote the interests of the WWU Men’s Rugby Club in the community.
d. Raise funds for these goals and purposes.
2. Principal Office
The principal office of the WRA shall be 1317 O ST NE, Auburn, WA 98002, or other locations as may be subsequently selected from time to time by the Board of Directors of the WRA, (hereafter the “Board”).
3. Conflict of Interest
No member of the WRA, the Board, Officers, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the WRA.
a. No member of the WRA, the Board, Officers, or any of its Committees, shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation with the WRA.
b. Each individual shall disclose to the WRA any personal interest which they may have in any matter pending before the Board, or a Committee, and shall refrain from participation in any decision on such matter.
c. No member of the WRA, Director, Officer, or any Committee shall obtain or use any list of the WRA donors, members, or contributors for personal or private solicitation purposes at any time.
4. Membership
a. A person may become a member of the WRA Assn upon acceptance and approval of his (for purposes of simplicity the masculine form shall also include the feminine form throughout these bylaws) application by the Board and payment of dues and/or initiation fees as may from time to time be set by the Board. All members must be of good character and be dedicated to the goals and purposes of the WRA. the WRA Assn is not obligated to accept any applications for membership. The WRA shall have three classes of membership:
i. Regular Membership. Regular members must be at least eighteen (18) years of age. Regular members will commit to donating a monthly amount determined by the Board. Subcategories of regular membership may be determined by the board according to donation level with some variance in benefits. All general members regardless of subcategory are entitled to all the rights, privileges, and obligations of WRA membership and are entitled to one vote each on WRA matters.
ii. Life Members. Life members must be at least eighteen (18) years of age. Life members will commit to a one-time donation of an amount determined by the Board. Life Members in good standing are entitled to the same rights, privileges, and obligations of WRA membership and are entitled to one vote each on WRA matters.
iii. Honorary Members. Honorary membership may be given by the Board in recognition of special efforts in support of the WRA Assn or for notable achievements. Honorary members are not required to pay dues and may not vote or hold office.
b. Dues and Fees. Amount and time of payment of dues payable by members shall be set by the board.
c. Non-payment of Dues or Assessments. The membership of any member automatically terminates immediately if he fails to pay dues when due.
d. Inspection of Records. Upon reasonable notice, any member may inspect the books and records of the WRA reasonably related to his membership interest. Such requests should be made to the Secretary.
e. Non-liability of Members. A member shall not, solely because of such membership, be personally liable for the debts, liabilities, or obligation of the WRA.
f. Non-transferability. Memberships in the WRA are not transferable.
g. Termination. Membership terminates upon nonpayment of dues, resignation, expulsion, or death. All membership rights cease upon termination. Termination does not relieve a member of any obligation owed to the WRA or its members.
h. Expulsion and Discipline. Following notice and hearing a member may be expelled, suspended, or otherwise disciplined by the WRA if a determination is made by a special disciplinary committee selected by the Board that the member has engaged in conduct materially and seriously prejudicial to the goals, purposes, and interests of the WRA or its members. The Board may, at its discretion, temporarily suspend the membership rights of the member pending the hearing.
i. Upon a determination by the Board that a disciplinary hearing should be held regarding a member’s conduct, the following procedure shall be implemented:
i. At least 15 days prior to the date of the hearing, a notice of the hearing shall be mailed by first class or registered mail to the member at his most recent address as shown on WWU Rugby Alumni’s records, setting forth notice of the proposed expulsion, suspension or other discipline, (“the Discipline”) and the reasons therefore, and the date, time and place of the hearing. The hearing date shall not be less than (5) days before the effective date of the proposed Discipline.
ii. The member being charged shall be given an opportunity to be heard, either orally or in writing, at the hearing. The hearing shall be held before a special disciplinary committee composed of no fewer than three regular members selected by the president. Where possible at least one member of the committee should be a lawyer and one a current WWU Men’s Rugby Club player.
iii. Upon completion of the hearing, the disciplinary committee shall decide by majority vote whether the proposed Discipline shall take place. The decision is to be announced at the hearing and become effective immediately. The decision shall also be reduced to writing, immediately submitted to the Board and mailed to the member.
iv. The decision may be appealed to the regular membership. An appeal must be presented in writing to the President within 15 days after the decision is announced. A special meeting of the members must then be called by the Board as soon as possible. The decision of the disciplinary committee may be reversed by a two-thirds majority vote of the regular membership.
5. Meetings of Members
a. Annual Meetings. The annual general meeting of WWU Rugby Alumni Assn shall be in May of each year as set by the Board. The Club shall report on the Club’s accomplishments, elect officers, review financial statements, and conduct other business.
b. Special Meetings. Special meetings of the members may be called by the President, the Board, or by written request to the Secretary of 10 or more regular members.
c. Notice. Notice of meetings shall be given by any method reasonably calculated to provide actual notice, but preferably by e-mail or via notice in the monthly newsletter at least two weeks in advance, subject to waiver by the Secretary or President.
d. Quorum. A group of at least one third of all current regular members or their designated proxies shall constitute a quorum. The vote of a majority of a quorum constitutes an act or decision of the membership. A meeting at which a quorum is initially present may continue to do business after a quorum is lost, provided any action is approved by enough members to constitute a majority of a quorum. In the absence of a quorum, any meeting may be adjourned by a simple majority of the members present and or represented by proxy.
e. Voting. Regular and Life members are entitled to one vote each. Voting may be in person or by proxy and by show of hands, verbally or in writing.
f. Procedure. The usual order of business at meetings shall be: roll call; previous minutes; reports; election of officers if appropriate; old business; and new business. If reasonably possible, items should be placed on the agenda by written request to the Secretary one week in advance of the meeting. The chairman of the meeting shall assure that each meeting is recorded and has final authority on all procedural matters.
g. Action Without Meeting. Action may be taken without meeting if ratified by a majority of a quorum at the next meeting or agreed to in writing by a majority of members.
6. Officers
a. Number and Qualifications. There shall be no less than three (3) nor more than eleven (11) elected officers of the WRA. The exact number of elected officers may be fixed, within the number specified, by a two-thirds majority vote of the Board or by a duly held membership meeting at which a quorum is present. Until further action of the Board or members, there shall be four (4) elected officers: President; Vice-President; Secretary; Treasurer, and four (4) elected Trustees. Any number of offices may be held by the same person except that neither the Secretary nor Treasurer may serve concurrently as the President.
b. Election. Election of officers shall occur at the WRA’s annual meeting in May of each year. Vacancies may be filled at meetings of the regular members or by the Board.
c. Term. The term of office is two years, commencing immediately upon election through and until the annual election of officers two years later. There is no limit on the number of terms served. Officers shall be elected on alternating years with the first election after adoption of these bylaws being for the President, Treasurer, and one half of all Trustees as determined by the board.
d. Removal From Office. Any officer may be removed for any reason by a majority of a quorum at meetings of members, or by a two-thirds majority of the Board.
e. President. Under the direction of the Board, the President shall be the chief executive officer of the WRA and has general management responsibility for its business and officers. He shall chair all meetings of members and of the Board, unless absent. The President is the only officer who is required to be a regular member.
f. Vice-President. The Vice-President shall act for the President in his absence and assist the President as the President may direct. He may have other duties as provided for by the Board.
g. Secretary. The Secretary shall be responsible for keeping a record of WWU Rugby Alumni’s members, including names, addresses, email addresses, telephone numbers, and class of membership. The Secretary also notices meetings, records minutes of meetings, maintains the bylaws and records of the proceedings and policies of the Board and performs such other duties as the Board may provide.
h. Treasurer. The Treasurer shall be the chief financial officer of WWU Rugby Alumni and be responsible for all of its fiscal operations, including collection, accounting for, budgeting and administration of the income, expenses, assets and liabilities of WWU Rugby Alumni. More specifically he shall collect dues, fees, balances and anticipated expenses at the Board and membership meetings. Within one month following the end of the fiscal year, he shall prepare annual financial reports, including a balance sheet and income statement, for the preceding fiscal year and a budget for the current fiscal year for immediate distribution to the Board.
7. Board of Directors
a. Nature and Responsibility. The activities and affairs of the WRA shall be conducted under the direction of a Board of Directors composed of the elected officers as set forth in Section 6 above. The President shall be the chairman of the Board. The Board may appoint other administrators, advisers and committees it deems necessary to serve during the Board’s term, but they shall not be members of the Board.
b. Term of Office. The Board’s term shall coincide with the terms of its elected officers.
c. Meetings. Board meetings may be called by the President or by any two other Board members upon reasonable notice, subject to waiver. Meetings may be held through use of conference telephone communication or internet-based programs such as Zoom, so long as all members can hear one another. Meetings are open to all WRA members unless closed by the Board. Attendees who are not Board members may not vote and may not participate except at the Board’s invitation.
d. Quorum and Voting. A quorum is a majority of the members of the board. The vote of a majority of the Board constitutes an act or decision of the Board. A meeting at which a quorum is initially present may continue to do business after a quorum is lost, provided any action is approved by at least a majority of a quorum. In the absence of a quorum, any meeting may be adjourned by a simple majority of the Board members present and or represented by proxy. Each Board member has one vote, except that the President may cast an additional tie-breaking vote in the event of a deadlock.
e. Procedure. The usual order of business at meetings shall be: roll call; previous minutes; reports; old business; and new business. If reasonably possible, items should be placed on the agenda by request to the Chairman in advance of the meetings. The chairman of the meeting shall assure that each meeting is recorded and has final authority on all procedural matters.
f. Action Without Meeting. Any action otherwise allowable may be taken without a meeting if all members of the Board consent in writing.
8. Records, Fiscal year, Budgets
a. Record Keeping. The WRA shall keep current and accurate records relating to: members; finances; proceedings of members, the Board and committees. These records, less redacted personal information, shall be accessible to members in good standing via the WRA Website.
b. Fiscal Year. Its fiscal year shall be from January 1 through December 31.
c. Annual Reporting. Within one month following the end of the fiscal year, the Treasurer shall prepare annual financial statements, including a balance sheet and an income statement, for the preceding fiscal year and a budget for the current fiscal year for immediate distribution to the Board.
d. Budget. An annual budget will be prepared by the Treasurer based on input from the board and members. The budget shall be ratified by a two-thirds vote of the board prior to the beginning of the fiscal year. The budget may be amended from time to time throughout the year via the same process.
e. Disbursement of Funds. Funds may not be disbursed beyond the approved budget as described above. The Treasurer is responsible for ensuring that disbursements, whether directly from the WRA account or through reimbursement, are aligned with the intent of the budget.
f. Checks by Treasurer. Any expenses that are incurred and paid by the Treasurer in excess of $200.00 (two hundred dollars), and to be reimbursed by the WRA, must have approval of the President and another Officer prior to the reimbursement check being written. The second signature may be that of the Treasurer.
9. Amendment of Bylaws
a. By Laws. These bylaws may be adopted, amended, or repealed by a majority note of the regular members represented and voting at a duly held meeting at which a quorum is present. Alternatively, these bylaws may also be adopted, amended, or repealed by a two-thirds majority vote of the Board unless the action would materially and adversely affect the rights of members as to voting.
b. Articles. Amendments to the articles of the WRA may be adopted if approved by both the members and the Board as set forth in the paragraph above.
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