as amended <\/i><\/b>June 30, 2014<\/i><\/b><\/p>\n
ARTICLE I<\/b>: \u00a0Name and Address<\/b><\/span><\/p>\n SECTION 1: \u00a0Name.<\/b> \u00a0The name of the Corporation shall be the Texas Rugby Referees Association, hereinafter referred to as the \u201cAssociation.\u201d<\/span><\/p>\n SECTION 2: \u00a0Address.<\/b> \u00a0The address shall be that of the Secretary of the Association <\/span><\/p>\n ARTICLE II<\/b>: \u00a0Objectives<\/b><\/span><\/p>\n SECTION 1:<\/b> \u00a0The Association is organized for the purpose of contributing to the growth of rugby football at all levels of play, through competition at local, state, national and international levels, and to improve the standing and standards of the game of rugby football in Texas and the United States of America.<\/span><\/p>\n SECTION 2:<\/b> \u00a0The Association is established to: \u00a01) recruit, teach, train, coach and generally assist Members to become certified referees of the game of rugby union football through the USA Rugby referee certification program as formulated by the USARRA training committee and 2) improve the refereeing skills of Members by: a) refereeing games, b) attending regional meetings, c) reading recommended publications, d) participating in peer discussion groups, e) attending refereeing and coaching clinics, and f) attending territorial and national conferences on refereeing and coaching of the game.<\/span><\/span><\/span><\/p>\n SECTION 3:<\/b> \u00a0The Association is established to provide referees for rugby matches organized by the Texas Rugby Union and\/or its partners or associate members and\/or USA Rugby member clubs, conferences and\/or organizations within the Geographic Union of Texas.<\/span><\/p>\n SECTION 4:<\/b> \u00a0The Association is established to provide a positive image of rugby football and rugby referees through service to and support of the rugby community.<\/span><\/p>\n SECTION 5:<\/b> \u00a0The Association is established as a voluntary and non-profit organization.<\/span><\/p>\n ARTICLE III<\/b>: \u00a0Rules and Affiliation<\/b><\/span><\/p>\n SECTION 1:<\/b> \u00a0Rules<\/b>. \u00a0The Association shall abide by the laws of the game as laid down by the International Rugby Board and the directives of the United States of America Rugby Football Union.<\/span><\/span><\/p>\n SECTION 2:<\/b> \u00a0Affiliation<\/b>. \u00a0The Association shall maintain affiliation with the Texas Rugby Union and\/or its partners or associate members, the United States of America Rugby Football Union, and territorial\/national referee societies.<\/span><\/span><\/p>\n ARTICLE IV<\/b>: \u00a0Insignias and Logos<\/b><\/span><\/p>\n SECTION 1:<\/b> \u00a0Association insignias, logos, crests, designs, images, symbols or patterns shall be whatever is deemed appropriate for the occasion as approved by the Association or the Executive Committee.<\/span><\/p>\n ARTICLE V: \u00a0Membership<\/b><\/p>\n SECTION 1:<\/b> \u00a0Any person CIPP Registered and having been Certified as a Referee by USA Rugby residing within the Geographic Union of Texas shall be a Member. Members shall believe in and support the purposes for which this Corporation is formed and the rules of the Association as stated in the Articles of Incorporation and these Bylaws. The Association shall admit any person without regard to sex, religious belief, race, color, national or ethnic origin and extends all rights and privileges of Membership to said person. The Executive Board may expressly grant Membership to persons based upon their service to the Association and\/or the sport of Rugby generally or other such persons determined by the Executive Board to positively contribute to the Association. <\/span><\/p>\n SECTION 2:<\/b> \u00a0Membership may be divided into such categories as are deemed appropriate by the Executive Committee.<\/span><\/p>\n SECTION 3:<\/b> \u00a0Membership dues, privileges and obligations shall be determined by the Executive Committee.<\/span><\/p>\n ARTICLE VI: \u00a0Officers<\/b><\/p>\n SECTION 1: \u00a0Designation.<\/b> \u00a0The Officers of the Association shall be the Chair, the Vice Chair, the Treasurer, the Secretary, the North Regional Scheduler, the South Regional Scheduler, the Central Regional Scheduler and such other officers as the may from time to time deem necessary to conduct Association business. Any officer may be replaced at a special meeting of the membership called for that purpose for a term lasting until the next annual general meeting.<\/span><\/p>\n SECTION 2: \u00a0Eligibility and Election.<\/b> \u00a0The Chair and Vice Chair Officers shall be elected from among the Members of the Association. \u00a0The election shall be held at the annual general meeting as described in Article IX, Section 1. \u00a0Officers so elected shall serve for a period of one (1) year or until their successors have been duly qualified. All other Officers shall be appointed by the Chair, in consultation with the Vice Chair.<\/span><\/p>\n SECTION 3: \u00a0Duties of the Chair of the Association.<\/b> \u00a0The Chair shall be the chief executive officer of the Association and shall preside at all meetings of the Association. \u00a0The Chair shall be an ex-officio member with the right to vote on all committees and shall have such other duties and authority as usually pertain to the office of the chief executive and as may be conferred upon the Chair by the Membership. \u00a0If the Vice Chair is unable to deputize for the Chair, the Chair shall have the right to choose from among the Executive Committee the officer who shall deputize for the Chair when the Chair is unable to attend a meeting or Association function.<\/span><\/p>\n SECTION 4: \u00a0Duties of the Vice Chair of the Association.<\/b> \u00a0The Vice Chair shall be the chief operating officer of the Association and shall preside at all meetings of the Association. \u00a0The Vice Chair shall be an ex-officio member with the right to vote on all committees and shall have such other duties and authority as usually pertain to the office of the chief executive and as may be conferred upon the Chair by the Membership. \u00a0The Vice Chair shall deputize for the Chair when the Chair is unable to attend a meeting or Association function.<\/span><\/p>\n SECTION 5: \u00a0Duties of the Treasurer.<\/b> \u00a0The Treasurer shall keep the accounts and have charge of the funds of the Association subject to the authority of the Chair. The Treasurer shall collect all dues and assessments and shall make payments as authorized by the Board of Directors. \u00a0The Treasurer shall make an annual statement detailing the finances of the Association and present a proposed budget for the year at the annual general meeting. \u00a0In addition the Treasurer shall have such other duties and authority as usually pertains to the office of Treasurer and as may be conferred upon the Treasurer by the Chair. <\/span><\/span><\/p>\n SECTION 6: \u00a0Duties of the Secretary. \u00a0<\/b>The Secretary shall attend meetings as defined in Article IX and shall keep minutes of the proceedings thereof. \u00a0The Secretary shall conduct the correspondence of the Association, keep its records, maintain the Association\u2019s membership list, and shall have such other duties and authority as usually pertains to the office of Secretary and as may be conferred upon the Secretary by the Chair.<\/span><\/p>\n SECTION 7:<\/b> \u00a0Duties of the Regional Schedulers.<\/b> \u00a0The Regional Schedulers shall maintain a list of active referees in their areas and shall provide a referee for games organized by clubs that are members of and in good standing with the Texas Rugby Union. \u00a0The Regional Schedulers shall provide Members with information regarding the time and location of all matches and tournaments. \u00a0They shall have such other duties and authority as usually pertain to the office of Regional Scheduler and as may be conferred upon them by the Chair. <\/span><\/span><\/p>\n SECTION 8: \u00a0Removal.<\/b> \u00a0An Officer of the \u00a0Association may be removed from office at a meeting as described in Article IX, Section 1 or 2, by a two-thirds (2\/3) majority vote of the Members in favor of the motion.<\/span><\/p>\n SECTION 9: \u00a0Vacancies. <\/b>\u00a0A vacancy in any office caused by death, disability, resignation, removal, disqualification or any other cause shall be filled as prescribed in Article IX, Section 1. \u00a0In the interim, the vacancy may be filled by an appointment made by the Chair of the Association. <\/span><\/p>\n SECTION 10: \u00a0Officers.<\/b> The Chair at his\/her discretion may appoint such other officers as the business of the \u00a0Association may require each of whom shall hold office for such period and have such authority and perform such duties as are provided for in the Bylaws or as the Chair may from time to time determine. Other Officers include but are not limited to: R&L, RDO and Disciplinary Chair. An Officer may hold multiple positions in the Association. <\/span><\/span><\/span><\/p>\n ARTICLE VII: \u00a0Training <\/b><\/p>\n SECTION 1: \u00a0Referee Development Officer (RDO). \u00a0<\/b>The RDO shall be appointed by and serve at the discretion of the Chair. \u00a0The RDO shall be the chief evaluator of active referees within the Association, the chief coach and mentor of refereeing technique and philosophy, and the final authority on the interpretation of the laws of the game within the Association. \u00a0The RDO shall be responsible for the local union grading and promotion of active referees and shall perform such other duties as may be assigned by the Chair. The RDO shall be a C1 grade referee or higher. The RDO shall be the senior member of Referee Advancement and Training Organization (RATO).<\/span><\/span><\/span><\/p>\n SECTION 2: Referee Advancement and Training Organization (RATO).<\/b> The mission of RATO is to advance referees through skills training and review the maximum number of Texas referees in the shortest reasonable time frame and prepare those willing and able for further advancement.<\/span><\/p>\n RATO shall be comprised of 3 members with the senior member being the RDO. \u00a0The remaining members are assigned by the Executive Committee. <\/span><\/p>\n ARTICLE VIII: \u00a0Executive Committee<\/b><\/p>\n SECTION 1:<\/b> \u00a0The Executive Committee shall consist of the Chair, Vice Chair, Secretary, Treasurer and three (3) Regional Schedulers. <\/span><\/p>\n SECTION 2:<\/b> \u00a0The Executive Committee shall meet as often as they deem necessary to transact Association business.<\/span><\/p>\n SECTION 3:<\/b> \u00a0The Executive Committee shall set a general agenda for the Association.<\/span><\/p>\n SECTION 4:<\/b> \u00a0The Executive Committee shall have powers to govern the following activities of its Members in: 1) their relations with other Referee Societies, 2) their liaisons with government and athletic organizations, 3) their participation in tournaments, referee and coaching clinics, and 4) disciplinary measures as described in Articles XII and XIII of these Bylaws.<\/span><\/p>\n SECTION 5:<\/b> \u00a0The Executive Committee shall have powers to: 1) articulate policy, 2) raise funds and initiate sponsorship programs, 3) promote publicity campaigns and public relations, disseminate information, distribute educational materials, and 4) approve and terminate individual membership.<\/span><\/p>\n SECTION 6:<\/b> \u00a0Nothing in the foregoing shall be construed as limiting or prohibiting Members from engaging in identical activities as long as such activities are approved by the Executive Committee, and are not detrimental to the game of Rugby Union Football or the Texas Rugby Referees Association.<\/span><\/p>\n SECTION 7:<\/b> \u00a0Duties not designated in these Bylaws to Officers of the Association or the Executive Committee shall be reserved for the Chair of the Association.<\/span><\/p>\n SECTION 8:<\/b> \u00a0The Executive Committee shall have the power to create any subcommittee or subcommittees it regards as necessary to conduct Association business. \u00a0Such committees shall be advisory only and shall exist only as long as the Executive Committee deems they are needed.<\/span><\/p>\n ARTICLE IX: <\/b>\u00a0Meetings<\/b><\/span><\/p>\n SECTION 1:<\/b> \u00a0Time and place.<\/b> \u00a0The annual general meeting of the Members of the Association, shall be held after the Texas Rugby Union Championships and before the last day of August on whatever date and at whatever location deemed suitable by the Executive Committee to: \u00a01) receive a report on the season, 2) receive a statement of the accounts, 3) elect Directors and Officers for the following year, and 4) conduct any other business. \u00a0The annual general meeting shall be an open meeting.<\/span><\/span><\/p>\n SECTION 2:<\/b> \u00a0Special Meetings. \u00a0<\/b>Special meetings of the Executive Committee or of the Association may be held at such times and places designated by the Chair of the Association, or the Executive Committee.<\/span><\/span><\/p>\n SECTION 3:<\/b> \u00a0Regional Meetings.<\/b> \u00a0Regional meetings shall be called by the Regional Schedulers, the date, hour, location and notification of such meetings to be determined by the Regional Schedulers, the Chair of the Association, or the Executive Committee. \u00a0Regional meetings shall be open meetings. <\/span><\/span><\/p>\n SECTION 4:<\/b> \u00a0Notice. <\/b>\u00a0The Chair of the \u00a0Association or the Secretary shall give notice to each Officer and Member of each annual or special meeting of the Association, which notice shall contain a general statement of the items of business to be considered at the meeting, and shall be given no less than fifteen (15) days prior to such meeting.<\/span><\/span><\/p>\n SECTION 5: \u00a0Quorum.<\/b> A majority of the Membership present shall constitute a quorum at any meeting of the Association but any number less than a quorum may adjourn a meeting. \u00a0No business may be transacted at any meeting of the Association in the absence of a quorum.<\/span><\/p>\n SECTION 6:<\/b> \u00a0Voting. <\/b>\u00a0Each Member present, CIPP registered with the Association, and in good standing shall have one vote. \u00a0Proxy votes shall be allowed for the purposes of forming a quorum. Each member present may only carry one proxy vote. Votes received by electronic means from Members, who are cipp registered with the Association, with an email address registered with the Association shall be counted (also known as absentee votes\/ballot). \u00a0The executive committee will establish process and deadlines each year for submission of absentee ballots and also announcement of an individual running for an office. <\/span><\/span><\/span><\/span><\/p>\n SECTION 7: Proxies. <\/b>\u00a0Any Member may solicit a proxy from any other Member that authorizes the proxy holder or a designee to exercise the vote of the solicited Member in accordance with the written instructions of the solicited Member. \u00a0In the absence of specific written instructions, the granting Member may allow the proxy holder discretion in voting. \u00a0A granting Member may revoke a proxy by giving written notice of revocation to both the proxy holder and the Secretary any time before such proxy has been exercised. \u00a0A granting Member may also revoke a proxy by attending the meeting for which the proxy was given and by voting personally. \u00a0The executive committee will establish process and deadlines each year for submission of proxies.<\/span><\/p>\n ARTICLE X: \u00a0Appointments<\/b><\/p>\n SECTION 1:<\/b> \u00a0All referee appointments shall be made by the Regional Schedulers.<\/span><\/p>\n SECTION 2:<\/b> \u00a0Appointments shall be made according to the ability and the current grade level of the referee as reported to the Regional Scheduler and determined by an accredited Texas or National referee evaluator.<\/span><\/p>\n SECTION 3:<\/b> \u00a0A Member shall not accept an appointment to referee a match or in a tournament from a Club or other Referee Society without first obtaining permission from the Chair, Vice Chair or the Regional Scheduler(s). \u00a0Such permission shall not be withheld if the need for referees for Local Area Union games has been fulfilled.<\/span><\/p>\n SECTION 4:<\/b> In all instances where dissatisfaction with the appointed referee is reported in writing to the Regional Scheduler, the referee in question shall not officiate in any match wherein the dissatisfied club is playing pending an inquiry by the Executive Committee. Dissatisfaction is defined as losing control of a match, allowing unsafe conditions or obviously biased behavior, wherein video evidence is required. \u00a0Without video evidence the Executive Committee will consider reports on a case by case basis. The Executive Committee will render a decision on any report within seven calendar days of receipt the report. <\/span><\/p>\n ARTICLE XI: \u00a0Elections and Amendments<\/b><\/p>\n SECTION 1: \u00a0Elections.<\/b> \u00a0Election of Officers shall be held at the Annual General Meeting as stated in Article VI, Section 2. \u00a0The election shall be conducted by an Election Committee Chairman who is not standing for office. \u00a0Proxies and absentee votes shall be allowed as stated in Article IX, Section 6 & 7.<\/span><\/p>\n SECTION 2: \u00a0Amendments.<\/b> \u00a0Amendments to these Bylaws shall have a proposer and seconder and shall be submitted in writing to the Executive Committee with copies provided to the Membership for consideration no less than fifteen (15) days prior to the annual general meeting or special meeting as stated in Article IX, Section 4. \u00a0Amendments to be voted on shall be displayed at the annual general meeting or special meeting and\/or the Texas Rugby Union website prior to being voted upon by the full Membership.<\/span><\/p>\n SECTION 3:<\/b> \u00a0No amendments to these Bylaws shall be made except by a two-thirds (2\/3) majority of those voting at the annual general meeting or a special meeting (including online voting).<\/span><\/p>\n ARTICLE XII: \u00a0Dues, Expenses and Audit<\/b><\/p>\n SECTION 1: \u00a0Dues.<\/b> \u00a0The Executive Committee shall be authorized to assess annual dues against Members as may be deemed necessary for the operation of the Association. \u00a0Dues will be assessed on September first and due by the end of that month. \u00a0Dues for new members joining after September will be prorated on a monthly basis. \u00a0Failure to pay dues as assessed may result in suspension of voting, refereeing and social privileges during the period of delinquency.<\/span><\/p>\n SECTION 2: \u00a0Expenses.<\/b> \u00a0Expenses incurred by Members on behalf of the Association must be approved by an Officer of the Association in order to obtain reimbursement.<\/span><\/p>\n SECTION 3: \u00a0Audit. <\/b>\u00a0The accounts of this Corporation shall be independently reviewed by a certified public accountant and published annually. <\/span><\/p>\n ARTICLE XIII: \u00a0Discipline<\/b><\/p>\n SECTION 1:<\/b> \u00a0The Executive Committee shall serve as the Disciplinary Committee of the Association.<\/span><\/p>\n SECTION 2:<\/b> \u00a0The Executive Committee shall have the right to discipline, fine or expel a Member for conduct deemed detrimental to the image of the Association or contrary to the objectives of the Association as stated in Articles II and III of these Bylaws. \u00a0Expulsion of any Member must be by a unanimous decision of the Disciplinary Committee. \u00a0\u00a0<\/span><\/p>\n\n