By-Laws
The Texas Rugby Football Union, Inc is operated exclusively to promote and foster quality rugby and to educate the public and players in the game of rugby as played under the laws of The International Rugby Board. The Texas Rugby Football Union, Inc 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 this Constitution and of the Western Rugby Football Union of which it is a part.
ARTICLE I: NAME
The name of the organization shall be the Texas Rugby Football Union, Inc and shall hereafter referred to in this bye-laws as “the Union”.
ARTICLE II: MEMBERS
Section 2.01 Qualification of Members
The membership of the union shall be composed principally of rugby clubs located within Texas. Members will be designated as follows:
Full Members
Full Member clubs shall be those clubs that have been elected as such and are in good standing in accordance with the requirements set forth in Section 9.02 below. The Executive Committee will review all applications for membership and determine whether said applications should be accepted for full membership. Only representatives of Full Member Clubs in good standing have the right to vote for their Electoral Representative. A Member Club shall exercise its right to vote via the person [or proxy] of its Representative Director, who shall be the President of the club or his designate by proxy.
ARTICLE III: TRU ELECTORAL REPRESENTATIVES
Each of the following divisions of the Union will be represented by one individual who shall be elected to their position by a vote of the clubs that constitute that particular division of the Union. Each Electoral Representative shall be appointed for a period of three years.
The individual divisions that will have an elected representative are
[1] Mens Clubs
[2] Womens Senior and Collegiate Clubs
[3] Mens Collegiate Clubs
[4] Youth/HS Clubs
The President of the Union shall seek nominations for each Electoral Representative position outlined above and shall then conduct a vote to determine such Electoral Representatives. Such voting may be conducted by e-mail.
Any person who is elected as an Electoral Representative may also be appointed by the Executive Committee to one of the following positions – Finance Director, Marketing Director, Mens Collegiate Director, Select Side Director, Technical Director, Womens Director and Youth Director.
Any person currently holding one of the following positions – Finance Director, Marketing Director, Men’s Collegiate Director, Select Side Director, Technical Director, Womens Director and Youth Director may also be elected as an Electoral Representative.
In addition, a current member of the West RFU Executive Board and who is also a Texas resident will be invited by the President of the Union to be an Electoral Representative of the TRU Executive Board.
Each Electoral Representative should represent the view of their constituents but they should also be prepared to act in the best interests of the Union, if such interests are in conflict with those of the constituents.
Section 3.03. Resignations
A Full Member Club may resign from the Union at any time for any reason. The resigning club will be liable for its share of the financial obligations of the Union for the fiscal year in which the resignation is submitted.
ARTICLE IV: TRU EXECUTIVE BOARD
Section 4.01. Board of Directors
These five Electoral Representatives together with the three members of the Executive Committee shall form the TRU Executive Board who shall be responsible for the affairs of the Union and long-term vision, direction and strategy of the Texas Rugby Union.
No division of the Union is empowered to introduce any rules, regulations or operating procedures without the specific approval of the TRU Executive Committee and, where appropriate, the TRU Executive Board.
Divisions may meet to enable scheduling of games to be conductedbut no other decisions can be reached by such Division.
ARTICLE V: MEETING OF THE TRU EXECUTIVE BOARD AND COMMITTEES
Section 5.01. Annual Meetings.
The Annual General Meeting of the Union shall consist of the Executive Committee, the five Electoral Representatives and the Directors who have been appointed by the Executive Committee.
The annual meeting [TRU AGM] of the TRU Executive Board shall be held at a time convenient time for convening the Board.
The authority to call the annual meeting shall be vested in the President of the Union.
The primary purpose of the meeting shall be to review the business of the Union and to elect officers, when appropriate.
Twenty one days prior to the annual TRU AGM, the TRU Executive Board Members should submit proposals for consideration and raise issues that the Executive Committee will address at the Union AGM.
Section 5.02. Special Meetings.
Special meetings of the TRU Executive Board may be called at any time and for any purpose by the President, or shall be called by the President upon the request of at least one-third of the TRU Executive Board. Every such request shall state the purpose or purposes of such meetings.
Section 5.03. Notice of Meeting.
Notice of the place, date, hour, and agenda of the meeting whether annual, semi-annual or special shall be given personally or by e-mail to each member of the TRU Executive Board, not less than ten (10) or more than (30) days prior to the meeting. The President of the Union shall designate the venue and time of called meetings and shall designate the venue and time of meeting petitioned by members of the TRU Executive Board.
Section 5.04. Waiver of Notice.
Notice of meeting need not be given to any member of the TRU Executive Board who submits a waiver of notice, whether before or after the meeting. The attendance of any member of the TRU Executive Board at a meeting, in person or by proxy, without protesting, prior to the conclusion of the meeting, the lack of notice of such meeting, shall constitute a waiver of notice by him.
Section 5.05. Quorum
At all meetings of the TRU Executive Board, at least five of the members, shall be present in person and shall constitute a quorum for the transaction of the affairs of the Union.
Section 5.06. Vote of TRU Executive Board
Whenever any action of the Union is to be taken by vote of the TRU Executive Board, it shall, unless otherwise required by statute of these by-laws, be authorized by a majority of the votes cast by the TRU Executive Board voting at a duly constituted meeting of the Executive Board or committee thereof. In the event of a tied vote, the President of the TRU shall have the casting vote.
Section 5.07. Action By Written Consent.
As provided in the Union Articles of Incorporation, action by the Members of the TRU Executive Board or any committee thereof may be taken by use of signed written consents by the TRU Executive Board whose vote would be necessary to take action at a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by a member of the TRU Executive Board is not effective to take the intended action unless said consents, are delivered to the Union within 60 days. Delivery must be delivered by certified or registered mail with return receipt requested and addressed to the President of the Union. The Union shall give prompt notice of the action requested to TRU Executive Board Members who did not sign the consent. If the action requires documents to be filed with the Secretary of State, the filed documents will state that the written-consent procedures have been properly followed. A telegram, telex, cablegram, e-mail or similar transmission by a TRU Executive Board Member or photographic facsimile or similar reproduction of a signed writing is to be regarded as being signed by the TRU Executive Board Member.
Section 5.08. Attendance at the Annual General Meeting
Each Member of TRU Executive Board and the Directors appointed by the Executive Committee is required to attend the Annual General Meeting. Individual member clubs may attend the meeting if they so wish but they have to be its Representative Director, [the President of the club or his designate by proxy] and the Member club has to be in good standing with the Union. All motions/proposals at the meeting can only be made by a member of the TRU Executive Board after receiving a mandate from the members of their respective TRU Division which are outlined in Article III.
ARTICLE VI. REMUNERATION
No representative or officer of the Union shall receive, directly or indirectly, any salary, compensation or emolument from the Union, either as such officer or in any other capacity.
ARTICLE VII. COMMITTEES
The TRU Executive Board may, by resolution adopted by a vote of the majority of the TRU Executive Board, designate one or more committees, which, to the extent provided in such resolution, shall have and exercise the authority of the TRU Executive Board in the management of the Union. Other committees not having and exercising the authority of the TRU Executive Board in the management of the Union may be appointed by the President of the Union at his discretion, which shall have and may exercise such powers as shall be conferred or authorized by him. Each such committee shall consist of two or more members of the TRU Executive Board and such other individuals as may be determined to be in the best interest of the Union given the nature of the authority assigned. The President of the Union shall be an ex-officio member of all committees.
ARTICLE VIII. OFFICERS
Section 8.01. Officers.
The TRU Electoral Representatives shall elect persons to occupy the offices of the TRU Executive Committee namely, President, Director, Director of Competitions and Director of Discipline for a period of three years. A person may hold two or more offices at the same time, except that the President of the Union may not hold another office in the Union. These three directors will form the Executive Committee and will be accountable and responsible for the overall running and day-to-day operations of the Union. The TRU Executive Board may appoint such other officers as may from time to time appear necessary or advisable for the conduct of the affairs of the Union.
The President will be given the mandate by the member clubs to have the authority to be the final arbitrator and decision maker on all issues, if consensus cannot be reached. All Directors will report directly to the Executive Director.
The Director of Discipline is responsible for:
ensuring that all disciplinary issues are addressed immediate
that all USA Rugby disciplinary guidelines are followed
member clubs and their players are informed of disciplinary actions and
that all new USA Rugby disciplinary rules/guidelines are integrated into the Texas Rugby Union disciplinary measures as soon as possible.
The Director of Competitions is responsible for:
appointment of divisional secretaries for the mens leagues such that the clubs concerns can be adequately addressed
ensuring that the current Texas competitions are conducted such that they will continue to strengthen Texas Rugby
enforcing the current CIPP Match procedures
liaising with the West Territorial Union and USA Rugby to ensure that the Texas competitions meet their requirements in terms of Regional and National Championships and
liaising with Society of Texas Rugby Referees, the Select Side and club coaches in recommending the introduction of new competitions.
Section 8.02. Officers
The Executive Committee will appoint persons to occupy the following positions:
Finance Director - main duties are to develop an annual budget plan such that the other directors can develop their plans and to ensure that all dues are paid and collected on a timely basis.
Marketing Director – main duties are to seek commercial sponsorship for the Texas Rugby Union via advertising on its website, or from selling sponsorship on its select side jerseys, shorts etc and the TRU championships. In addition the Director should seek commercial deals for Texas clubs to offset their travel and accommodation costs.
Men’s Collegiate Director – main duties are to promote the development of Collegiate Rugby in Texas and to ensure that the league systems operate efficiently. In addition the Director will develop a system, which enables the colleges to be dues compliant in a manner, which assist the collegiate club officers. He should ensure that new clubs are fully supported and nurtured. He will liaise with the USA Rugby Game Development Officer and the TRU Technical Director to ensure that all the colleges have appropriate coaching skills. This Director will be elected by a vote of the collegiate clubs but will be subject to removal by the Executive Committee should the person be found to be failing in their required duties. The Collegiate Director will appoint secretaries for the various Collegiate leagues, as deemed appropriate.
Select Side Director – main duties are to ensure that the Texas select sides, at all levels, are having sufficient competitions, which will establish Texas Rugby as a national force. He will liaise with the Select Side coaches to ensure that they are receiving maximum support from the Union and the
clubs. In addition this person will coordinate with the Texas Select Side Coaches such that sides can compete together to develop relationships between the select sides and to maximize cost efficiency, in terms of equipment and jerseys.
Technical Director – main duties are to liaise with USA Rugby Technical Director to ensure that all national directives are passed onto the club coaches. Developing a plan to ensure that Texas has sufficient qualified coaches at all levels. This person will also be responsible for transferring the latest coaching knowledge to the clubs and select sides via coaching clinics held in Texas.
Womens Director – main duties are to promote the development of womens rugby in Texas in cooperation with the Texas Womens Select Side Coach. This person will ensure that all current and new womens club and collegiate teams are fully supported and nurtured. This person will liaise with all womens coaches to develop a meaningful structure to the Texas womens program such that it becomes nationally competitive. This Director will be elected by a vote of the Womens clubs and Womens Collegiate clubs but will be subject to removal by the Executive Committee should the person be found to be failing in their required duties. The Collegiate Director will appoint secretaries for the various College Leagues, as deemed appropriate.
Youth Director – main duties are to promote the development of youth rugby in Texas in cooperation with the USA Rugby Texas YDO officers. This person will ensure that all new clubs are fully supported and will liaise with all youth coaches to develop a meaningful structure to the Texas youth program such that the Texas Under-19 program becomes nationally competitive. The Youth Director will appoint secretaries for the various leagues, as deemed appropriate.
Each of these officers, whose term of office will be for three years, will report to the President of the Union and will be allowed full discretion, within their levels of authority, such that the Union can be run in an efficient business-like manner. Each individual Director will be fully accountable for ensuring that his part of the Union business plan is implemented and will be required to attend the annual TRU AGM and to produce brief written and oral reports at said AGM. If the Executive Committee feels that a Director is failing in his duties then they have the right to dismiss such Directors and to replace them with suitable replacements
Section 8.03. Term of Office.
So far as practicable, the members of the Executive Board and Executive Committee shall be elected to serve for a period of three years and, except as otherwise hereinafter provided, shall hold office until the annual meeting three years after their original election or until their respective successors shall have been elected.
The initial election of the Electoral Representatives shall take place at the 2004 TRU AGM.
Section 8.04. Removal of Officers or Agents.
Any officer or agent may be removed for cause by the TRU Executive Board. Any agent/officer appointed by the President of the Union may be removed for or without cause by the President of the Union, or by vote of the TRU Executive Board. In the event that greater than 50% of the member clubs of a Union Division, as defined in Article III, are dissatisfied with the Executive Committee or an individual member of the Executive Committee, they have the right to request that the President of the Union call an extra-ordinary AGM to resolve such dissatisfaction in a manner that is satisfactory with the member clubs wishes. Such an extra-ordinary AGM has to be called by the President of the Union within 30 days of notification by the member clubs.
Section 8.05. Vacancies.
In the event that there should be a vacancy in the office of President of the Union, the Director of Competitions shall act in his place and shall call a special meeting of the TRU Executive Board as soon as practicable to elect a successor. In the event of a vacancy on the Executive Committee, the President of the Union shall appoint a temporary officer until such time as a special meeting of the Electoral Representatives may be held to elect a new officer
Section 8.06. Powers & Duties.
The officers of the Union shall have the powers and duties in the management of the property and affairs of the Union, subject to the control of the TRU Executive Board, as follows;
[a]. It will be the duty of the President of the Union to preside over meetings of the TRU Executive Board, to ensure that Union officers, agents and committees perform their duties, to encourage membership in the Union and to ensure that other Union functions and responsibilities are carried out within the Unions jurisdiction.
[b]. It will be the duty of the Director of Competitions to assist the President of the Union in all Union matters, to preside over meetings of the TRU Executive Board in the President of the Unions absence and to ensure that Union Officers, agents and committees perform their duties.
[c]. It will be the duty of the President of the Union to call all meetings of the TRU Executive Board to record minutes and distribute to all TRU Executive Board Members within reasonable time after any such meeting a copy thereof, to keep lists of the members and affiliate members, officers addresses and telephone numbers, and to be responsible for the property of the Union.
[d]. It will be the duty of the Director of Competitions to ensure that the various competitions are run efficiently and meet the requirements of the Regional and National Championships..
[d]. It will be the duty of the Financial Director to maintain and report all current financial co
nditions, to have overall responsibility for the legitimacy and accuracy of the Union financial report yearly to coincide with the annual meeting.
ARTICLE IX. FINANCES.
Section 9.01. Initial Dues.
Clubs accepting membership in the Union shall do so by paying their dues. By so doing, the member club agrees to be bound by the provisions of these By-Laws. Any club which has outstanding dues or debts to the Union at the time of the Annual General Meeting shall be deemed as not in good standing and shall not be allowed to vote for or against any motion that its Division is proposing. In the event that any club has accumulated large debts to the Union, the Executive Committee is empowered to suspend such club from the Union and said club will only be allowed back into the Union when said debts have been paid. During this period of suspension, the club will not be allowed to participate in any games.
Section 9.02. Financial Responsibility: Good Standing
Full Member clubs shall pay dues as established by the TRU Executive Committee from time to time and shall meet and maintain the standards for Club Eligibility set forth in Section 2.2 of the Texas Rugby Union Operating Procedures, as same may be amended from time to time. In addition, Full Member clubs may, if the Executive Committee determine, be assessed for a pro rata share of the Unions obligations, if any, in excess of its assets. Until this provision is amended by majority vote of the TRU Executive Board, dues shall be due and payable on or before the deadlines set out by the Executive Committee.
Section 9.03. Contracts & Checks.
All deeds, documents, transfers, contracts, engagements, bonds, bills of exchange and other instruments requiring execution by the Union shall be signed by the President of the Union. Checks drawn on the general checking account of the Union may be signed by the President of the Union or the Financial Director, or both. Except when authorized by the President of the Union, no representative, officer or other person shall have any power or authority to bind the Union by contract or engagement to pledge its credit.
Section 9.04. Deposits & investments.
The Union may have such checking and savings accounts as the officers may deem necessary. In addition the Executive Committee of the Union may invest the funds of the Union in any suitable investment permitted by law upon approval of such investment by two-thirds of the Electoral Representatives voting at a duly constituted meeting.
ARTICLE X. REPRESENTATIVE SIDES AND DIVISION PLAY
Section 10.01. Divisions.
The Union may be subdivided by the Director of Competitions, with the concurrence of the Executive Committee into as many Divisions as is deemed necessary to more effectively administer the business of the Union and the playing of the matches. Such Mens and Womens Divisions should reflect the current state of rugby within the West Territory and USA Rugby. In addition there shall be a division or divisions for the administration of Mens Colleges, Womens Colleges and HS/Youth clubs and the playing of Mens Colleges, Womens Colleges and HS/Youth matches.
Section 10.02. Secretaries.
Each Division of the Union shall have a Secretary, appointed by the Director of Competitions, who will act as the chief administrative officer for the Division and may represent the Division at Union meetings, if so requested. The Divisional Secretaries will report to the Director of Competitions and their duties shall include the scheduling of matches, the coordination of Division activities with Union activities, reporting of disciplinary issues to the Union when necessary and liaison with the referees society.
Section 10.03. Representative Sides.
The Union shall field such representative sides as the Executive Committee deems necessary to further the sport of Rugby, to further the precepts of these By-Laws and to meet the requirements of the Western Rugby Football Union. The individual Select Side Managers and Coaches in conjunction with the Director of Select Sides shall have the responsibility for coordinating selection and match scheduling of the representative sides of the Union.
ARTICLE XI. UNION CHAMPIONSHIP TOURNAMENT
The Director of Competitions shall ensure that all of the member clubs participate in a competitive league structure which will form the basis of the TRU Competitions. As part of his duties the Director of Competitions will also develop a system of selecting teams to participate in the Texas Rugby Football Union Championship Tournament, at certain levels, which are held annually in the spring of the year. The Competitive Leagues and the Championship Tournament will be the process employed to declare the Texas Rugby Football Union Champion for that particular level of play. All competitive leagues under the jurisdiction of the TRU will adopt the same points system.
ARTICLE XII. TOURS
Section 12.01 Jurisdiction.
The Union will have jurisdiction over all incoming tours hosted by it or member clubs and over all outgoing tours. Such tours must be sanctioned by the Union before being scheduled.
ARTICLE XIII. AMENDMENTS
Before a vote to adopt any proposed amendment, repealer or addition to these By-Laws may be taken, such amendment, repealer or addition must first have been proposed and seconded at a prior meeting with instructions that it be drafted in proper form and distributed to all member clubs in the Union. This provision is intended to give all clubs adequate notice and time to give consideration to the amendment, repealer or addition prior to a final vote being taken.
May 2004