BYLAWS

BYLAWS OF THE BORN IN THE WOODS RUGBY ALUMNI CLUB
ARTICLE I- ORGANIZATION
Section1. Name. The name of the organization shall be the Born In The Woods Rugby Alumni Club (“Club”).
Section 2. Purpose. The purpose of the Club shall be to advance and promote the University of Northern Iowa Men’s Rugby Club program through financial and volunteer support. The activities of the Club shall be nonsectarian.
Section 3. General Powers. The Club, a nonstock, nonprofit social club, shall adhere to the bylaws of the Club.
ARTICLE II-MEMBERSHIP
Section 1. Eligibility. Consistent with the provisions of this Article II, any individual or business, industrial, agricultural, civic, educational, religious, or governmental entity or organization interested in supporting and promoting the purposed of the Club shall be eligible for membership in the Chamber.
Section 2. Classes of Membership. The Club shall have five (5) classes of members: former player, current player, coach, fan, and business.
Section 3. Former Players. A Former Player membership in the Club shall be available to any person who has played at least one full season of matches for the University of Northern Iowa Men’s Rugby Club.
Section 4. Current Players. A Current Player membership in the Club shall be available to any person who has played at least one full season of matches for the University of Northern Iowa Men’s Rugby Club and is a current student in good standing at the University of Northern Iowa.
Section 5. Coach. A Coach membership in the Club shall be available to any person who has coached at least one full season of matches for the University of Northern Iowa Men’s Rugby Club whether head coach or assistant coach.
Section 6. Fan. A Fan membership in the Club shall be available to any person who enjoys attending, following or otherwise has a passion for University of Northern Iowa Men’s Rugby Club matches and its program.
Section 7. Business. A Business membership in the Club shall be available to any business who wishes to support the Club’s purpose and activities.
Section 8. Application For Membership.
a) Each candidate for membership in the Club shall submit a written application to the Board. Unless the Board rejects the application within thirty (30) days after its receipt, the application shall be deemed approved. Membership shall thereafter be in effect upon the applicant’s payment of the required dues.
b) Each submitted application for membership shall constitute an agreement by the applicant that as a member of the Club, the applicant will abide by these bylaws and any other rules and regulations adopted by the membership of the Board.
Section 9. Membership Privileges.
a) Former Player Member. Each Former Player & Member in good standing: shall:
1) Be entitled to cast one (1) vote in any election conducted by the Club or at any regular or special meeting of the membership.
2) Be entitled, to hold and serve a position on the Board.
3) Enjoy all other privileges and benefits offered or provided by the Club.
b) All Other Members. Unless otherwise limited by these Bylaws or the Board, Fan, Coach, and Board Members in good standing shall be entitled to the same benefits and privileges available to Fan Player Members, except neither may vote, hold office, or serve on the Board.
Section 10. Dues.
a) Board Determined. Each member of the Club shall pay the annual membership dues at such rate or such formula as prescribed by the Board.
b) When Payable.
1) Renewal Membership: All renewal membership dues are to be paid by the annual alumni weekend which is held on the first weekend of August. If any member fails to pay the required dues by alumni weekend, the Club shall email or mail a written notice of delinquency to the member. If 60 days past alumni weekend has gone by and the dues still remain delinquent, the Club shall email or mail a second notice of delinquency. If by 90 days past alumni weekend the dues still remain delinquent, the member will not be considered a “member not in good standing” and the membership of the member shall be temporarily suspended pending payment of the required dues or expulsion by the Board for nonpayment of dues. While a member’s membership is temporarily suspended, the member shall be ineligible to vote, hold office, serve on the Board, or enjoy any of the Club’s benefits or privileges otherwise afforded such member.
2) New Membership: All new membership dues are to be paid within 45 days of the submission of the application to the Board. The new membership shall not become effective until the required dues are paid. For the sake of bookkeeping, membership dues will not be pro-rated. All membership dues, both renewal and new, will re-set and be due on alumni weekend for the upcoming year.
c) Excess Dues Payments. Any member may voluntarily pay at any time dues in excess of its required annual membership dues. The Board may establish incentive or special recognition programs to encourage and facilitate such additional payments.
Section 11. Resignation. All membership resignations shall be tendered to the Board in writing. A resignation submitted after dues have been paid by the resigning member for that year shall not entitle that member to any refund; however 3/5 of the members of the Board may vote to refund all or part of the dues if such action is deemed in the best interest of the Club.
Section 12. Expulsion. Any member may be expelled for good cause or for the best interest of the Club; including nonpayment of dues, by an affirmative vote of two-thirds (3/5) of the members of the Board at any regular or special meeting. Written notice of the meeting shall be emailed or mailed to the affected member at least ten (10) days prior to the meeting, informing the member of the proposed action and of its right to appear before the Board and be heard.
ARTICLE III- BOARD OF DIRECTORS
Section 1. General Powers. The business and financial affairs of the Club shall be managed by the Board. These management responsibilities and powers include, but are not necessarily limited to:
a) Formulate and approve an annual Club budget for revenues, expenditures, and reserves, and approve in advance expenditures not included in the budget.
b) Establish the annual dues structure for the Club, and assess against and collect from Club members the annual dues;
c) Employ and dismiss employees and agents;
d) Acquire, hold, encumber, lease, and convey any right, title or interest in or to real or personal property;
e) Make and amend reasonable rules and regulations respecting the management and operation of the Club, and benefits and privileges to be accorded the different class of members;
f) Invest Club funds and incur indebtedness;
g) Formulate approve, fund, and implement Club-sponsored programs and events, and receive any income derived from any such programs and events;
h) Purchase insurance for the protection of the Club and its officers and Board members and;
i) Exercise any other power and perform any other duty conferred by these Bylaws and permitted by law.
Section 2. Number.
The Board shall consist of five (5) elected Former Player directors, each of whom must be a member in good standing and one (1) Current Student player. The Current Student Player shall be designated by whoever is the current President of the team. Each August, at the annual alumni weekend, the members present shall elect the board of directors in a voice vote. Each director shall serve a term of one (1) year with no term limits.
Section 3. Meetings. The Board shall hold regularly scheduled meetings via phone to be determined by the Chairman. The Board may also conduct special meetings at such other times as may be (i) determined by the Board, (ii) called by the Chairman (iii) called by two (2) Board members, (iv) or at special request of the team.
Section 4. Annual Organizational Meeting. The Board shall meet face to face at the annual alumni weekend to organize and to elect a Chairman, Vice-Chairman, Treasurer, and Secretary.
Section 5. Quorum. A quorum for the transaction of business at any meeting of the Board shall consist of three (3) members of the Board. If less than quorum is present, a majority of the members present may vote to postpone the meeting to a future date.
Section 6. Operational Rules. The Board shall adopt its own rules for the operation of the Board and the conduct of its meetings and business.
Section 7. Attendance. Each director shall attend all meetings of the Board. A director’s repeated failure to attend the Board’s meetings may be grounds for removal of that director from the Board.
Section 8. Removal. A director may be removed from the Board for good cause by three-fifths (3/5) vote of the entire membership of the Board.
Section 9. Vacancies. The Chairman shall appoint, subject to approval of the Board, a successor to fill a vacancy on the Board caused by resignation or other reasons. The appointment shall be for the unexpired term of the director replaced. If the replaced director also served as an officer of the Board, the position shall be filled by vote of the Board.
Section 10. Compensation. The directors shall receive no compensation for services rendered to the Club as directors or officers, unless these Bylaws provide otherwise.
ARTICLE IV- OFFICERS
Section 1. Officers.
a) The principle officers of the Club shall be a Chairman, Vice-Chairman, Treasurer, and Secretary. The offices of Secretary and Treasurer may be held by the same person if the Board so elects.
Section 2. Term and Qualification. Each Club officer shall be a director. Each shall be elected by a majority of the entire membership of the Board for a term of one (1) year or until a successor is elected and qualified. Officers are not term limited.
Section 3. Chairman. As the Chief volunteer officer of the Club, the Chairman shall:
a) Through close cooperation with the other officers and the team officers and coach, make certain that the policies and programs of the Club established by the Board or the membership are implemented in an effective manner;
b) Preside at all meetings of the Club and the Board;
c) Have general supervision over the affairs of the Club;
d) Recommend to the Board such policies and procedures as he may deem appropriate;
e) Appoint such committees as may be necessary to accomplish the purposes of the Chamber; and
f) Perform all of the usual duties incident to the office.
Section 4. Vice-Chairman. The Vice-Chairman shall perform the duties of the Chairman in the latter’s absence and such other duties as may be delegated by the President or the Board from time to time. In the absence of both the Chairman and Vice-Chairman, the Board shall choose one of its members to act temporarily in the place of the Chairman.
Section 5. Treasurer.
a) In addition to those duties the Chairman or the Board may delegate from time to time, the treasurer shall:
1) Have the care, management, and custody of and be responsible for all funds, credits, and securities of the Club, and shall deposit such funds in the name of the Club in such public depositories as the Board may designate;
2) Keep accurate books of account of all Club’s business transactions;
3) Report the condition of the finances of the Club to the Board at frequent intervals and to the membership at the annual meeting;
4) Make, sign, endorse in the name of the Chamber all checks, drafts, notes and other orders for the payment of money; and
5) Performs all of the usual duties incident to the Office of the Treasurer.
b) The Board may direct any of the other officers or membership to discharge certain responsibilities of the office of the Treasurer or to otherwise assist the Treasurer in the performance of the office’s duties. The Board may also engage the services of a consultant or other competent individual or company to provide such assistance. The Board may pay reasonable compensation, including expenses, for such employed services.
Section 6. Secretary.
a) In addition to those duties the Chairman or the Board may delegate from time to time, the Secretary shall:
1) Conduct the official correspondence, preserve all books, documents and communication of the Club, and maintain an accurate record of the proceedings of the Club and the Board.
2) Provide all notices required by the Bylaws;
3) Prepare and file reports required by these Bylaws or by any local, state or federal agency, unless the Chairman, Treasurer or another officer or compensated consultant of the Club is required to prepare and file the same;
4) Sign and execute all contracts or other indebtedness in the name of the Club; and
5) Perform all other duties incident to the office of the Secretary.
b) At the expiration of the term of office, the Secretary shall deliver to the Club all books, papers and property of the Club.
c) The Board may direct any of the other officers or membership to discharge certain responsibilities of the office of the Treasurer or to otherwise assist the Treasurer in the performance of the office’s duties. The Board may also engage the services of a consultant or other competent individual or company to provide such assistance. The Board may pay reasonable compensation, including expenses, for such employed services.
ARTICLE V- COMMITTEES
Section 1. Committees Generally. The Board may establish committees to assist in the promotion and implementation of the purposes of the Club. For each committee established, the Board shall prescribe its specific functions, duties, and purpose. Any member of the Club may serve on a committee.
Section 2. Appointment. The chairman shall appoint all committee chairs and members.
Section 3. Authority of Committees. All committees shall report directly to the Board. No committee shall represent the Club in advocacy of or in opposition to any project or matter without the specific authorization of the Board.
Section 4. Committee Meetings. Meetings of the committees shall be called at any time by the chair of the committee or by the Chairman of the Board. A majority of the members of the committee shall constitute a quorum for the transaction of business. Committee action shall be a majority of the members present, and the results of all proceedings and recommendations shall be reported to the Board.
Section 5. Officer Members. The Chairman and the Vice-Chairman shall be ex officiomembers of all committees, unless provided otherwise by the Board.
Section 6. Discharge of Committees. The Board may at any time discharge or terminate any committee when the work of the committee has been completed or when, in the opinion of the Board, the need for the committee no longer exists.

ARTICLE VI- MEMBERSHIP MEETINGS
Section 1. Annual Meetings. The annual meeting of the Club shall be held in the month of August or as soon as thereafter as can be reasonably arranged. The time and place of the annual meeting shall be designated by the Board.
Section 2. Special Meetings. Special meetings of the membership may be called at any time by a majority of the Board or by the Chairman. The Board shall call a meeting upon the written request of fifteen (15) members in good standing.
Section 3. Notice. The Secretary shall provide notice of each meeting of the membership by emailing or mailing a written notice to each member at least ten (10) days in advance of each such meeting or by publishing notice of the meeting on the Club website.
Section 4. Quorum. Ten (10) members shall constitute a quorum for the transaction of business at any meeting.
Section 5. Conduct of Meetings.
a) Resolutions. A resolution offered at any meeting of the membership may be verbal and/or in writing.
b) Voting. Any matter presented to the membership at a meeting shall be approved if a majority of Members present vote in favor of it, unless a different voting requirement is otherwise required by these Bylaws or by law.
c) Conduct of Business. The proceedings of a membership meeting shall be governed by and conducted by the Chairman of the Board.
ARTICLE VII- FINANCES
Section 1. Fiscal year. The fiscal year of the Club shall be the calendar year.
Section 2. Depository of Funds. The Club funds shall be deposited at such depository or depositories and in such manner as authorized by the Board.
Section 3. Disbursements.
a) No obligation or expense shall be incurred and no monies shall be appropriated or disbursed without prior approval of the Board. Upon approval of the annual budget by the Board, the Chairman may make disbursements on accounts and incur expenses provided in the budget without additional approval of the Board, unless such disbursement or expense exceeds two hundred fifty dollars ($250), or, if greater than $250 the Chairman shall notify the members of the Board, in writing, electronic or hard copy, his reasons and justification for authorizing the disbursement. Upon notification, the Board members shall retroactively vote on approval of said disbursement. If the vote is in the negative, the Chairman shall reimburse the Club the amount of the disbursement in its entirety.
b) All disbursements of the Chamber funds may be disbursed in a manner determined by the Chairman.
c) No appropriation of money or other property shall be made by the Club for any purpose other than to defray its legitimate expenses, including compensation of agents or employees as prescribed and fixed by the Board and also in furtherance of the mission and purpose of the Club.
Section 4. Contracts. The Club shall not enter into any contract unless the Board has first approved it.
Section 5. Annual Audit. At the end of each fiscal year, an audit of the Club’s financial records shall be made. A report of such audit shall be made to the Board and to the membership at the Annual Meeting. Additionally, the audit will be posted on a member’s only website page on an annual basis. Additional audits may be ordered by the Board at any time.
Section 6. Fidelity Bond. The Board may in its discretion require at any time that certain designated agents or officers be covered by an adequate fidelity bond in the amount to be determined by the Board.
Section 7. Special Funds. If deemed necessary or advisable by the Board, it may raise special funds by assessment of the members or otherwise.
ARTICLE VIII- AMENDMENTS
These Bylaws may be amended by a two-thirds (3/5) vote of those Members present at any meeting of the Club. These Bylaws also may be amended by a two-thirds (3/5) vote of the entire Board at any regular or special meeting. Any Bylaw adopted by the Board shall be subject to amendment or repeal by the membership as well as the Board, while any Bylaw adopted by the membership shall not be subject to amendment or repeal by the Board.
ARTICLE IX- INDEMNIFICATION
Section 1. Mandatory Indemnification. To the fullest extent permitted or required by Wisconsin law, the Club shall indemnify each director and officer, arising out of or in connection with any Proceeding to which the director or officer is a Party because he or she is a director or officer of the Club. The rights to indemnification granted under this Section shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, board resolution, vote of the membership, Wisconsin law or otherwise. The Club may, but is not required to supplement the right to indemnification against Liability and the advancement of Expenses under this Section by the purchase of insurance on behalf of any one or more of such persons, whether or not the Club would be obligated to indemnify such person under this Section.
Section 2. Limited Liability of Volunteers. Each individual who provides services to or on behalf of the Chamber without compensation (“Volunteer”) shall be immune from any liability to any person for damages, settlements, fees, penalties or other monetary liabilities arising from any act or omission as a Volunteer.
ARTICLE X- DISSOLUTION
The Club shall use its funds only to accomplish the object and purposes specified in these Bylaws, and no part of such funds shall inure or be distributed to the members of the Club. On dissolution of the Club, any funds remaining after payment of all liabilities and obligations shall be distributed to the University of Northern Iowa men’s Rugby Club.