|Metropolis Old Boys Constitution and Bylaws
ARTICLE I – OBJECTIVES AND PURPOSES
To assist the Metropolis Rugby Football Club fostering competitive rugby for its members
To support and foster competitive rugby for the Metropolis Old Boy community at large.
To work in a philanthropic manner to promote, support rugby and expose the Metropolis Rugby Football Club name to the community at large in a positive manner.
To provide social and other non-rugby opportunities to members of the Metropolis community.
ARTICLE II – MEMBERSHIP
Section 1 Membership. Membership of this organization shall be open to anyone regardless of race, gender, color, religion, national origin, ancestry, sexual orientation, or disability. There shall be one class of membership. The office of the treasurer will maintain the membership roster. Petitions for membership are directed to the office of the treasurer.
Section 2 Good Standing. In order to be in Good Standing, a member must be current in all monies owed to the organization and must maintain current contact information with the treasurer. The monies owed are defined by the Board of Directors. A member in Good Standing shall current in dues for the given fiscal year.
Section 3: Events: All events originating thru the Board of Directors shall be given the designation of Open or Closed.
Sub-Section 3a: Closed events shall consist of Metropolis Old Boys members in Good Standing as defined with this Constitution and Bylaws.
Sub-Section 3b: Open events shall be open to any member of the rugby communities at large.
Sub-Section 3c: Events originating outside of the Board of Directors that leverage the resources, networks, or other assets of the organization can be reviewed and rejected without cause at any time by the Board of Directors.
Section 4. Suspension of membership. A membership may be temporarily suspended for cause by a unanimous vote of the Board of Directors. The maximum length of suspension is 12 months, at which time the membership is reinstated.
Section 5. Termination of membership. A membership may be terminated permanently through a majority vote of the members in good standing at the annual general meeting, or at a special called meeting for the purpose.
ARTICLE III – ORAGANIZATIONAL STRUCTURE
Section 1: Consideration for Election and Obligation: To be considered for election to the Board of Directors or Executive Committee as defined in this Constitution and Bylaws (Article III sections 2 and 3) a member shall be in Good Standing with the club. For a member of the Board of Directors or Executive Committee to carry out his obligation as a member of the Board of Directors or Executive Committee, he must be in Good Standing with the club for the current fiscal year.
Section 2. Board of Directors. The Board of Directors of the Metropolis Old Boys shall consist of a president, vice president, secretary, treasurer, communication director. The President, Vice President, Secretary, Treasurer, and Communication Director shall be elected at the annual general meeting and all terms are to be 2-year terms. All elected positions may be elected to consecutive terms with maximum consecutive terms to being two (2). No Board of Directors member may hold more than one position on the Board of Directors and/or the Executive Committee. A person shall only be considered for a member of the Board of Directors if one the following criteria are met:
Has been a member in Good Standing with the Metropolis Old Boys for two (2) years and be 35 years of age or older.
Has been a member in Good Standing with the Metropolis Rugby Football club for a period of two (2) years and be 35 years of age or older.
Sub-Section 2a. President. The President shall be the chief executive officer of the Metropolis Old Boys and shall have the general powers and duties of supervision and management usually vested in the office of the president. He shall preside at all meetings of the members if present thereat, and shall serve as Chairman at all meetings of the Executive Board, and shall have general supervision, direction and control of the affairs of the Metropolis Old Boys. Except as the Executive Committee shall authorize the execution thereof in some manner, he shall execute financial and other types of contracts on behalf of the Metropolis Old Boys, and shall cause the seal to be affixed to any instrument requiring it and when so affixed the seal shall be attested by the signature of the secretary or treasurer. The president shall act as the club’s liaison to outside organizations, including the Metropolis Rugby Football Club, the Minnesota Union, Midwest Union, USA Rugby, and any other organizations where that role is normally filled by the president. The president shall bare the responsibility to collect budget items as defined within this document in writing from wherever he sees fit to present to the Board of Directors at its last meeting of the year. The president will be invested with the power to call any and all meetings of the Board of Directors. .
Sub-Section 2b. Vice President. Each vice president shall have such powers and shall perform such duties as shall be assigned to him by the president. The vice president shall be in charge of fund raising and is a de facto member of committees for fundraising.
Sub-Section 2c. Treasurer. The treasurer shall have the custody of the Metropolis Old Boys funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Metropolis Old Boys. He shall deposit all monies and other valuables in the name and to the credit of the Metropolis Old Boys in such depositories as may be designated by the Board of Directors. The treasurer shall disburse the funds of the Metropolis Old Boys as may be ordered by the Executive Committee only. He shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his transactions as treasurer and of the financial condition of the Metropolis Old Boys. If required by the Board of Directors, he shall give the Metropolis Old Boys a bond for the faithful discharge of his duties in such amount and with such surety as the Board of Directors shall prescribe. The treasurer is responsible for proposing and managing all dues structures in accordance with the Constitution and Bylaws. The treasurer is responsible for the membership rolls of the club and will maintain them in accordance to the Bylaws.
Sub-Section 2d. Secretary. The secretary shall give, or cause to be given, notice of all meeting of members and directors, and all other notices required by law or by this Constitution and Bylaws, and in case of his absence, or refusal or neglect to do so, any such notice may be given by any person thereunto directed by the president, or by the Board of Directors or members, upon whose requisition the meeting is called as provided by the Constitution and Bylaws. He shall record all the proceedings of the meetings of the Metropolis Old Boys and of the Board of Directors in a book to be kept for that purpose, and shall affix the seal to all instruments requiring it, when authorized by the directors or the president and attest the same. The secretary will maintain a record of all official correspondence between this organization and any other, and will record any actions by the club including awards and honors, and preserve them for posterity. The secretary will maintain all legal documents required by the Constitution and Bylaws, Articles of Incorporation, Metropolis Old Boys, corresponding provisions of The Metropolis Foundation, any future United States Internal Revenue Law, or any certificate required by any statute, federal or state. The secretary will maintain a record of all meetings, have the minutes approved, and shall be made available to the general membership via the Metropolis Old Boys website within five (5) business days of the conclusion of said meeting.. The secretary shall be the official custodian of the records and seal of this organization. The secretary will act as parliamentarian for all meetings of the Board of Directors, and direct that all meetings are conducted in accordance with Robert’s Rules of Order, Newly Revised, except where they are superseded by these Bylaws.
Sub-Section 2e. Communications Director. The Communications Director is responsible to integrate and centralize all official club news and keep all members and affiliates informed of all actions of the club. The Communications Director will coordinate and distribute contact lists to members where appropriate, work with all other officers to ensure functions are well known and publicized, and coordinate any press releases. The Communications Director is the brand manager for the Metropolis Old Boys and will approve the use of any club logos or designs. The Communications Director is responsible for maintaining and updating the club’s official web site.
Section 3: The Executive Committee: The executive committee shall be the guardians of club monies. No club monies shall be dispersed without the majority consent of the Executive Committee The Executive Committee shall consist of three (3) Metropolis Old Boys members. An Executive Committee member shall server a three year term that overlaps and one will be elected each year as outlined below:
Year1: All three executive committee members shall be elected with the designation of one member serving one year, one member severing two years and one member serving three years. This designation shall be specified before the inaugural A General Meeting (AGM) to elect members of the Executive Committee.
Year2: The original member who was elected for a one year term shall relinquish his office and another executive committee member shall be elected for a three year term.
Year3: The original member who was elected for two year term shall relinquish his office and another executive committee member shall be elected for a three year term.
Section 3. Other Officers and Agents. The president may appoint such officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such power and perform such duties as shall be determined from time to time by the Board of Directors. Appointed officers and agents will have no voting rights within the Board of directors.
Section 4. Resignations. Any Board of Directors member, member of a committee or other officer may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if not time be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation shall not be necessary to make it effective.
Section 5. Vacancies. If the office of any Board of Directors Member or Executive Committee becomes vacant, the president shall call a special meeting for the purpose of electing another qualified person to fill the vacancy. If the member of a committee or other officer becomes vacant, the president may appoint any qualified person to fill such vacancy, and to hold office for the remainder of the term and until his successor shall be duly chosen.
Section 6. Removal. Any Board of Directors member or members may be removed with or without cause at any time by the affirmative vote of the majority of all the members entitled to vote, at a special meeting of the members called for the purpose, and the vacancies thus created may be filled, at the meeting held for the purpose of removal, by the affirmative vote of a majority of the members entitled to vote.
Section 11. Change in Number. The number of Board of Directors members may be changed by the amendment of this Constitution and Bylaws, by the affirmative vote of a two thirds (2/3) majority of the members, at the annual meeting or at a special meeting called for that purpose, and by majority vote the additional board members may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify. At no point will the number of executive board members be less than required by law.
Section 12 Compensation. The Board of Directors or Executive Committee members shall not receive any stated salary for their services as directors or as members of committees. Nothing herein contained shall be construed to preclude any Board of Directors or Executive Committee member from serving the corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefore with the exception of the Executive Committee receiving an official coat of resignation upon fulfillment of their term.
Section 13. Duplication and Conflict of Interest. No Board of Directors and Executive Committee member shall occupy more than one position at the same time. No Board of Directors and Executive Committee member shall serve simultaneously on the Board of the Metropolis Rugby Football Club, The Metropolis Foundation or any organization where a conflict of interest shall occur. Conflict of interest shall be determined by the quorum during the Annual General Meeting. Any Board of Directors or Executive Committee member found in conflict of interest after being elected to office shall be subject to removal from said position in accordance to this Constitution and Bylaws.
Section 14. Election to Office. Any member for consideration of election to Board of Directors or Executive Committee shall be done with the majority vote of the membership quorum.
ARTICLE IV – VOTING
Section 1. Voting. Only members in good standing are entitled to vote. Each member entitled to vote in accordance with the terms this constitution and Bylaws shall be entitled to one vote, in person or by proxy, but no proxy shall be voted after the voting deadline.
Section 2. Upon the demand of any member, the vote for directors and upon any question before the meeting shall be by ballot. For elections of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote, except as otherwise provided by the Certificate of Incorporation or the laws of the State of Minnesota.
Section 3. At all votes by ballot, the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as “Inspectors of Election” and who shall, at the conclusion of such balloting, certify in writing to the president the results and the certified copy shall be physically affixed to the minutes of that meeting. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.
ARTICLE V – MEETINGS
Section 1: The Board of Directors is required to meet four times a year. The President shall have the power to call all Board of Director meetings. The first meeting will be held in the calendar month of January where budget items for the fiscal year shall be presented to the Board of Directors for vote for consideration of approval by the Executive Committee. Any member in good standing can present a budget item to the Board of Directors at this annual meeting but will not be eligible to vote for consideration of approval by the Executive Committee. Only the Board of Directors shall vote to pass on a budget item to the Executive Committee for approval. The budget items approved for consideration for the Executive Committee shall be presented to the general membership via the Metropolis Old Boys website within five (5) business days of the conclusions of this first meeting. The second meeting will be held in the calendar month of February to present the budget items to the Executive Committee. A third meeting will be held in the calendar month of August and is used to update the budget items for approval by the Executive Committee. The fourth meeting will be held in the calendar month of November and is used to prepare and review the budget items for the coming fiscal year and prepare for the AGM. All budget items shall original in good faith by the President to be presented to the Board of Directors at said forth meeting. Any further meetings held by the Board of Directors shall be called at the discretion of the President.
Sub-Section 1a: Budget Item: A budget item shall be defined as the result or achievement toward which effort is directed. A budget item shall exist and be considered for achievement by the Metropolis Old Boys Board of Directors only in the form of a written document with the follow content:
Description of Budget Item:
Objective of Budget Item:
Suggested Funds to Complete Budget Item:
Section 2 Annual General Meeting. Each year, the Board of Directors will schedule the Annual General Meeting (AGM) at a time and place to be determined by the Board. The meeting shall take place no earlier or no later than the calendar month of December of each year. Notice will be provided to all Members in Good Standing within one month of said meeting. Elections for Board of Director offices are held at the AGM. The President shall will give an update of the budget items for the previous calendar year and present all budget items for the coming fiscal year. The elections are conducted in accordance with the Club Constitution and Bylaws by the President. Any amendments to the constitution shall be made at this time.
Section 3. Executive Committee. The Executive Committee is required to have at least two meetings every year in addition to meeting with the Board of Directors in February and August during the approval for consideration process. The decision where and when to meet shall be up to the consensus of the Executive Committee as long as it is within the defined timeframe of this Constitution and Bylaws. Upon receipt of any Budget Item from the Board of Directors for approval of funds, shall be approved or denied within ten (10) business days of said receipt. The content and funds assigned to a budget item presented to the Executive Committee shall not be altered by the Executive Committee. The approval or denial of funds for all budget items shall be recorded by each Executive Committee member using the following format:
Executive Committee Member: (i.e. John Doe)
Approve Deny (circle one)
All reasons shall be a minimum of thirty (30) characters. The approved or denied funding of a budget item shall me made available via the Metropolis Old Boys website within five (5) business day of the conclusion of the meeting.
Section 4. Membership. The treasurer shall at least ten days before each annual meeting of members prepare a complete, alphabetically addressed; list of members entitled to vote at the ensuing election. Said list shall be open to the examination of any member, before the annual meeting, either at a designated place within the city and/or county where the annual meeting is to be held, which place shall be specified in the notice of the annual meeting, or, if not so specified, at the place where the annual meeting is to be held. The list shall be available for inspection at, and during, the annual meeting.
Section 5. Quorum. Except as otherwise required by law, by this Constitution and Bylaws, the presence, in person or by proxy, of a majority of the members of the Metropolis Old Boys entitled to vote thereat shall constitute a quorum at a meeting for the transaction of any business.
Section 6 Special Meetings. Special meetings of the members for any purpose, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the directors or ten (10) percent of the members entitled to vote. Such request shall state the purpose of the proposed meeting.
Section 7. Notice of Meetings. Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each member entitled to vote thereat at his address as it appears on the records of the Metropolis Old Boys, not less than ten nor more than fifty days before the date of the meeting.
Section 8. Business Transacted. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all members entitled to vote thereat.
ARTICLE VI – APPROPRIATION OF FUNDS
Section 1: The maximum of spending for one budget item shall not exceed $2000 dollars without the two thirds (2/3) majority consent of the quorum.
ARTICLE VI - LOANS TO MEMBERS OF BOARD OF DIRECTORS
Section 1: Loans. The Metropolis Old Boys shall make no loans to any member of the Board of Directors or to any members. Any member of the Board of Directors who assents to or participates in the making of any such loan shall be liable to the Metropolis Old Boys for the amount of such loan until it is repaid.
ARTICLE VII – DUES
Section 1. The treasurer will provide a dues structure each fiscal year to the Executive Board for approval. In the event a dues structure is not presented prior the fiscal year, the previous dues structure will remain in force.
ARTICLE VIII - FISCAL YEAR
Section 1. Fiscal Year. The fiscal year of the Metropolis Old Boys shall be from January 1st of the current year to December 31st of the current year.
ARTICLE IX - AMENDMENTS
Section 1. Amendments. The Constitution and Bylaws may be altered and repealed at any annual meeting of the members or any special meeting thereof if notice is contained in the notice of such special meeting, by the affirmative vote of a two thirds majority of the members entitled to vote thereat.