Doing Business As: Exiles Rugby Club

Originally Adopted: April 22, 2020
Previously Amended: September 12, 2026
Previously Amended: October 28, 2026

The organization shall be known as Exiles Rugby Club of North Fulton, Inc., operating publicly under the name Exiles Rugby Club (hereinafter referred to as the “Club”), and shall be located in North Fulton County, Georgia.

The primary and enduring purpose of the Club shall be to foster, promote, develop, support, and advance the sport of Rugby Union.

The Club shall provide opportunities for participation in Rugby Union and support the development of players, coaches, officials, volunteers, members, and supporters while preserving and promoting the traditions, fellowship, sportsmanship, and community associated with the game.

Rugby Union shall remain the fundamental sporting purpose and institutional mission of the Club.

The Club may undertake social, charitable, educational, community, fundraising, property, commercial, recreational, and other lawful activities consistent with its nonprofit status and the advancement and long-term interests of the Club and Rugby Union.

The Club may cooperate, affiliate, partner, share facilities or resources, enter joint initiatives, or otherwise associate with other nonprofit organizations, community organizations, sporting clubs, athletic associations, governmental bodies, educational institutions, businesses, or other entities when doing so serves the interests of the Club, its members, its community, or the advancement of Rugby Union.

Nothing in this Article shall prevent the Club from participating in a broader community sports organization, association, partnership, cooperative venture, shared-facility arrangement, or similar organization involving sports or activities other than Rugby Union, provided that such participation does not alter the Club’s own enduring identity and mission as a Rugby Union club.

The Club may grow and evolve in its membership, facilities, programs, partnerships, community involvement, and organizational structure. Such development shall not require every activity undertaken by the Club to involve Rugby Union directly. However, no such activity, partnership, affiliation, or organizational development shall supersede, replace, or materially subordinate Rugby Union as the Club’s primary institutional purpose.

The Club’s identity and primary purpose as a Rugby Union club shall constitute a fundamental and protected principle of the organization.

No Board, Executive Council, officer, Program Director, committee, membership class, successor administration, or other Club authority may unilaterally amend, repeal, suspend, waive, circumvent, or materially alter this purpose.

No merger, affiliation, partnership, reorganization, change of name, expansion of activities, participation in a multisport organization, or other organizational action shall be used to circumvent the protections established by this Section.

Any action or amendment that would remove Rugby Union as the Club’s primary sporting and institutional purpose, materially subordinate Rugby Union to another institutional purpose, or transform the Club itself into an organization whose principal sporting purpose is something other than Rugby Union shall require:

1. The unanimous approval of the entire Board then in office;
2. The unanimous approval of the entire Executive Council then in office; and
3. The affirmative vote or written consent of one hundred percent (100%) of all bona fide voting Members of the Club in good standing and entitled to vote at the time the proposal is submitted.

For purposes of this Section, only an affirmative vote or written consent shall constitute approval. Abstention, nonparticipation, failure to vote, or failure to respond shall not constitute affirmative approval.

This Section, including the voting requirements and protections established herein, may itself be amended, repealed, suspended, waived, circumvented, or materially altered only through the same unanimous approval requirements established above.

A Club Member is any individual who:

• Completes and submits the Club Membership Application Form;
• Is formally accepted into membership;
• Is current on required Club dues, including any approved waiver or financial assistance arrangement; and
• Agrees to abide by the Bylaws and Code of Conduct.

Club Members may include:

• Senior Playing Members;
• Social / Supporter Members;
• Volunteers;
• Team administrators;
• Board members;
• Rugby Operations officers; and
• Program Directors.

Only Club Members in good standing may vote in Club elections and on matters submitted to the membership, subject to the eligibility requirements established in these Bylaws.

Board positions are appointed rather than elected by Club Members.

Club dues are mandatory, except where an approved waiver or financial assistance arrangement applies, and are wholly separate from:

• Section participation fees;
• Competition or tournament fees; and
• USA Rugby registration fees (CIPP).

Payment of section fees or USA Rugby registration does not substitute for Club Membership dues.

A Senior Playing Member is a Club Member rostered for participation in a senior rugby section.

Senior Playing Members must:

• Be accepted as Club Members;
• Pay required Club dues, subject to approved assistance;
• Pay section fees as established, subject to approved assistance; and
• Maintain required USA Rugby registration.

Failure to maintain Club Membership renders a player ineligible regardless of section status.

Academy Playing Members participate in Exiles Rugby Academy programming, Minis through U19.

Academy Players:

• Are not voting members;
• Are not required to complete the Club Membership Application Form;
• Are granted applicable Bylaw protections through participation in Club programming, including where participation fees are waived or subsidized; and
• Are subject to the Bylaws and Code of Conduct.

Payment of section fees does not confer voting rights.

A Social / Supporter Member is a Club Member who does not participate as a rostered senior player.

Social / Supporter Members:

• Must complete and be accepted under the Club Membership Application Form;
• Must pay required Club dues, subject to approved assistance;
• Are eligible to vote; and
• May hold elected Rugby Operations office subject to Article V eligibility requirements.

Honorary Membership may be conferred by majority vote of the Board upon individuals who have rendered distinguished service to the Club or to the game of Rugby Union.

Honorary Members:

• Are not required to pay dues unless determined by the Board;
• May attend meetings;
• Shall not possess voting rights unless separately qualified; and
• Remain subject to the Bylaws and Code of Conduct.

Honorary status may be revoked by Board vote.

The Club shall hold its Annual General Meeting (AGM) annually, no later than August 31.

The AGM shall include reports on Club activities and finances, elections for Rugby Operations positions, and other appropriate Club business.

Notice, quorum, and voting procedures shall comply with applicable Georgia law and these Bylaws. Robert’s Rules of Order Newly Revised shall govern parliamentary procedure where applicable.

Only voting Club Members in good standing may vote.

The Secretary shall maintain the official record of the AGM and its election results.

The Board is the governing authority of the nonprofit corporation, subject to applicable law, the Articles of Incorporation, and the specific protections and approval requirements established in Article II, Section 3.

The Board shall consist of a minimum of four (4) and a maximum of seven (7) voting directors:

• Chairman/Chairperson;
• Vice Chairman/Vice Chairperson;
• Treasurer;
• Secretary; and
• Up to three (3) Directors-at-Large.

The titles Chairman and Chairperson may be used interchangeably, as may Vice Chairman and Vice Chairperson.

Except as otherwise expressly provided in these Bylaws, the Board retains authority over:

• Strategic direction;
• Financial oversight and budgets;
• Policy adoption;
• Bylaw amendments;
• Discipline;
• Appointment and removal of Board members;
• Oversight of Rugby Operations;
• Employment of staff;
• Contracts and financial commitments; and
• Creation or discontinuation of sections.

The Executive Council shall exercise the specific authority granted to it under Article V, including the establishment of Club dues and participation fees.

Each voting member of the Board, including the Chairman/Chairperson and any Directors-at-Large, shall have one vote on matters properly before the Board.

A quorum shall consist of a majority of directors then in office, provided that the quorum meets applicable Georgia law.

Except where a greater voting requirement is established by law or these Bylaws, Board decisions shall be determined by majority vote at a meeting where a quorum is present.

Board members may not vote by proxy.

Board action taken without a meeting, including electronically, shall require unanimous written or electronic consent of all serving Board members. Such consent shall be maintained with the Club's corporate records.

All Board members must be at least thirty-five (35) years of age.

No individual whose primary role or purpose within the Club is that of an active rugby player shall be eligible to serve on the Board.

Prior rugby playing or coaching experience is not required, nor is a minimum period of prior Club Membership.

Board members may be drawn from the Club's membership, business and professional community, or wider community.

Upon appointment, a Board member must become and remain a Club Member in good standing.

Board members must support the Club's purpose, comply with its governing documents, and fulfill their responsibilities under applicable law.

The minimum age and primary-player restrictions are mandatory and may not be waived.

An individual's occasional participation in matches, social rugby, Old Boys or Old Girls rugby, or other recreational Club activities shall not, by itself, disqualify that individual from Board service.

Eligibility shall be determined by the individual's primary role and responsibilities within the Club rather than roster status alone.

If eligibility is disputed, the disinterested members of the Board shall determine whether the individual's primary role is that of an active player. The individual concerned shall not participate in that determination.

If a serving director becomes ineligible under this Section, the Board shall address the matter in accordance with the removal provisions of these Bylaws and applicable law.

The Board shall be responsible for nonprofit governance, financial oversight, institutional direction, and stewardship of the Club.

The President and Vice President of Rugby Operations, together with the Program Directors, shall be responsible for coordinating and managing the Club's rugby programs under Board oversight.

Rugby Operations positions are distinct from Board positions.

Board members shall disclose conflicts of interest and recuse themselves from matters involving a direct personal or financial interest, in accordance with Article XI.

The Chairman/Chairperson serves as chief executive officer and is responsible for implementation of Board policy and overall direction of Club operations.

The Chairman/Chairperson shall chair Board and Executive Council meetings.

The Vice Chairman/Vice Chairperson shall assist the Chairman and serve as Disciplinary Chair.

The Treasurer serves as chief financial officer and is responsible for financial reporting and oversight.

The Secretary maintains meeting minutes, corporate records, and official notices.

The Chairman/Chairperson shall notify the Board and relevant Rugby Operations leadership of significant decisions within forty-eight (48) hours.

The Chairman/Chairperson may take reasonable emergency action affecting immediate safety, Club property, finances, or legal standing, within applicable law and Board-approved authority.

Such action shall be reported promptly to the Board.

Nothing in this Section authorizes unilateral action prohibited by Article II, Section 3.

All Board positions shall be filled by appointment through majority vote of the Board rather than election by Club Members.

Board vacancies may be filled by majority vote of the Board.

A Board member may resign by written notice.

A Board-appointed director may be removed, with or without cause, by majority vote of the directors entitled to vote on the removal, subject to applicable Georgia law and any required notice.

Removal from a Board officer position and removal as a director shall be distinguished where required by law.

Robert’s Rules of Order Newly Revised shall govern proceedings where applicable and consistent with these Bylaws and Georgia law.

All Board members shall serve two-year terms and may serve successive terms.

A director may continue serving until a successor is appointed and qualifies, unless earlier resignation, removal, or other lawful termination occurs.

The terms of the Chairman/Chairperson, Vice Chairman/Vice Chairperson, Treasurer, and Secretary serving on October 28, 2026 shall be deemed to have commenced at the Club's most recent Annual General Meeting preceding that date.

Directors-at-Large shall serve two-year terms commencing on their respective dates of appointment.

The Board may appoint up to three (3) Directors-at-Large by majority vote.

Directors-at-Large shall possess the same voting rights and fiduciary responsibilities as other Board members.

They shall meet the eligibility requirements established in Article IV, Sections 3 and 4.

The Club may employ paid staff when the Board determines that such employment is necessary or beneficial to the Club.

The Board shall approve employment arrangements and may delegate day-to-day supervision.

Employment by the Club shall not, by itself, confer Club Membership, voting rights, or governance authority.

An employee who independently qualifies as a Club Member shall retain the ordinary membership rights applicable to that membership class.

All employment arrangements shall comply with applicable law and Club financial policies.

The Club operates unified Rugby Union programs including:

• Men's XVs;
• Men's Social XVs;
• Men's 7s;
• Men's Old Boys;
• Women's Rugby;
• Women's Old Girls; and
• Exiles Rugby Academy (Minis through U19).

For the 2026–27 season, direction and oversight of the Club's girls rugby programs shall fall under the Program Director of Women's Rugby, working in conjunction with the Program Director of Exiles Rugby Academy.

Participation in matches is a privilege and not a right of membership.

Players may be declared ineligible for failure to maintain good standing or meet registration requirements.

The Club shall have a President of Rugby Operations and Vice President of Rugby Operations.

Both positions shall be elected by voting Club Members at the Annual General Meeting.

The President of Rugby Operations shall:

• Oversee and coordinate the Program Directors;
• Ensure Program Directors fulfill their responsibilities;
• Chair Rugby Operations meetings;
• Implement Board-approved policies within rugby operations; and
• Report operational matters to the Board.

The Vice President of Rugby Operations shall:

• Assist the President;
• Coordinate operational logistics and shared resources;
• Support Program Directors; and
• Act on behalf of the President when necessary.

Neither officer shall independently commit Club funds, enter binding agreements, remove Program Directors, or exercise formal disciplinary authority without appropriate authorization.

Both officers shall be voting members of the Executive Council but shall not acquire Board membership or Board voting rights by virtue of their Rugby Operations positions.

Candidates must:

• Be at least thirty-five (35) years of age;
• Be Club Members in good standing;
• Have maintained continuous good standing for at least two (2) full calendar years;
• Be current on Club financial obligations;
• Possess appropriate Rugby Union knowledge and an understanding of Club operations; and
• Not be under a disqualifying disciplinary suspension or sanction.

Both officers shall serve one-year terms and may seek reelection.

Elections shall be decided by a majority of valid votes cast. Where no candidate receives a majority, a runoff shall be held between the two leading candidates.

For the 2026–27 Club year, the Board may appoint an Interim President of Rugby Operations and an Interim Vice President of Rugby Operations to serve until the next Annual General Meeting, unless earlier replaced.

The Board may appoint interim officers to fill subsequent vacancies until the next AGM or a properly called special election.

The Board may waive the two-year membership requirement for an interim appointment by a two-thirds (2/3) vote. The minimum age requirement may not be waived.

Program Directors shall be elected by voting Club Members at the Annual General Meeting.

To be eligible to serve as a Program Director, an individual must:

• Be at least thirty-five (35) years of age;
• Be a Club Member in good standing;
• Have maintained continuous good standing for at least two (2) full calendar years;
• Be current on Club dues and financial obligations; and
• Not be under a disqualifying disciplinary suspension or sanction.

Program Directors shall serve one-year terms and may seek reelection.

Elections shall be decided by a majority of valid votes cast, with a runoff between the two leading candidates if necessary.

Program Directors may be active rostered players, subject to the limitations and safeguards established in this Article.

No more than two (2) active rostered players may serve simultaneously as Program Directors.

An active rostered Program Director shall recuse themselves from any Executive Council deliberation or vote directly involving:

• Their own team selection;
• Their own player discipline;
• Their own roster status or eligibility; or
• Any other matter in which they have a direct personal playing interest.

The minimum age requirement applies to all Program Directors, including those who are active rostered players.

The Board may remove a Program Director by majority vote for documented cause, following notice and an opportunity to respond.

The Chairman/Chairperson may appoint an Interim Program Director to fill a vacancy until the position is filled through election.

Program Directors shall:

• Coordinate Rugby Union activities within their section;
• Work with coaching staff to support player participation and development;
• Ensure players maintain eligibility and registration requirements;
• Communicate section needs and issues to Rugby Operations leadership and the Board;
• Assist with recruitment and retention;
• Promote adherence to Club Bylaws and standards of conduct; and
• Support Club-wide initiatives.

Program Directors shall not:

• Commit the Club to competitions without approval;
• Enter into contracts;
• Commit financial obligations; or
• Issue official public statements on behalf of the Club without authorization.

The Executive Council consists of:

• Board members;
• President of Rugby Operations;
• Vice President of Rugby Operations; and
• Program Directors.

All Executive Council members must be at least thirty-five (35) years of age.

The Chairman/Chairperson serves as Chair of the Executive Council.

Each individual shall have one Executive Council vote, regardless of whether they hold more than one qualifying position.

At all times, a majority of the Executive Council shall consist of individuals who are not active rostered rugby players.

The Executive Council shall meet as necessary.

A quorum shall consist of a majority of its voting members. Except where these Bylaws require a greater vote, decisions shall be made by majority vote at a meeting where a quorum is present.

Except where authority is expressly granted to the Executive Council by these Bylaws, including Article II, Section 3, Article V, Section 7, and Article VIII, the Executive Council is advisory and does not supersede the Board.

The Executive Council shall determine and approve:

• Annual Club Membership dues;
• Rugby section participation fees;
• Club-assessed tournament and travel fees; and
• Club fee discounts, waivers, scholarships, and hardship assistance policies.

Proposals may be submitted by the Treasurer, President of Rugby Operations, or relevant Program Director.

Approval shall require a majority vote of the Executive Council.

As Board members are represented on the Executive Council, a separate Board vote shall not be required for ordinary dues and participation fee decisions.

The Board retains its responsibility for the Club's budget, financial oversight, contracts, expenditures, and legal obligations.

Fees imposed by USA Rugby, governing bodies, competition organizers, or other third parties shall be identified separately from Club-imposed fees.

No individual Program Director, coach, or officer may independently establish or increase Club dues or participation fees without Executive Council approval.

Except where these Bylaws expressly provide otherwise, the Club's governance structure is:

1. Board of Directors — nonprofit governance;
2. Executive Council — Club-wide coordination and specifically assigned decisions;
3. President and Vice President of Rugby Operations — rugby operational leadership;
4. Program Directors — individual rugby sections; and
5. Members.

Nothing in this Section shall supersede or diminish the protections established in Article II, Section 3.

The Vice Chairman/Vice Chairperson serves as Disciplinary Chair.

The Vice Chairman/Vice Chairperson may receive complaints, determine credibility, dismiss complaints without merit, resolve minor matters administratively, or initiate formal disciplinary proceedings.

Formal disciplinary matters shall be handled through an impartial panel in accordance with the Club's separately adopted Internal Disciplinary and Conduct Procedures.

The Chairman/Chairperson shall not serve on disciplinary panels.

The Board retains ultimate disciplinary oversight, subject to applicable law and governing-body requirements.

The Club shall not engage in political or ideological advocacy.

Club meetings, events, communications platforms, and official channels shall not be used for political campaigning or ideological promotion.

Nothing in this Article restricts individual members from holding or expressing personal views, provided that such views are not represented as those of the Club.

The Club may recognize individuals who have rendered exceptional service through induction into the Exiles Rugby Club Hall of Fame.

To be eligible for induction, a candidate must be at least forty-five (45) years of age at the time of nomination.

Candidates may be nominated by a member in good standing, the Board, or the Executive Council.

Induction requires a two-thirds (2/3) vote of the Executive Council.

Hall of Fame status may be revoked by a two-thirds (2/3) vote of the Executive Council for actions deemed detrimental to the mission, wellbeing, reputation, functionality, or membership of the Club.

Upon revocation, recognition may be withdrawn.

Hall of Fame status is honorary and conveys no governance authority.

No more than two individuals may be inducted in any calendar year.

The Executive Council is not required to elect any candidate in a given year.

Except as otherwise provided in these Bylaws, the Articles of Incorporation, or applicable Georgia law, these Bylaws may be amended by majority vote of the Board at a meeting where a quorum is present.

Required notice of a proposed amendment shall be provided in accordance with applicable law.

Amendments may also be adopted by unanimous written Board consent where legally permitted.

Amendments may be proposed by petition from at least twenty-five percent (25%) of voting Members.

Member-proposed amendments must be submitted at least forty (40) days prior to the called Annual General Meeting and shared with the membership at least two (2) weeks in advance.

Where member approval is required by applicable law or the Articles of Incorporation, that approval must be obtained.

Notwithstanding any other provision of these Bylaws, Article II, Section 3, including the Rugby Union purpose protected therein and the extraordinary approval requirements established for its protection, shall not be subject to the ordinary amendment procedures of this Article.

Article II, Section 3, or any provision whose amendment would have the effect of circumventing or materially diminishing the protections established therein, may be amended, repealed, suspended, waived, or materially altered only through the approval requirements established in Article II, Section 3.

Upon dissolution of the Club, assets remaining after satisfaction of all liabilities shall be distributed exclusively for charitable, educational, or amateur sports purposes consistent with Section 501(c)(3) of the Internal Revenue Code, or to one or more organizations then qualifying as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

No part of the net earnings or assets of the Club shall inure to the benefit of any individual member, officer, director, or other private person.

Board members, Rugby Operations officers, Program Directors, committee members, and other persons exercising authority on behalf of the Club shall disclose any actual or potential conflict of interest involving a matter under consideration by the Club.

An individual having a direct personal, financial, or organizational interest in a matter shall disclose that interest and, where appropriate, recuse themselves from deliberation or voting on the matter.

No officer, Board member, Program Director, committee member, or other Club authority shall use their position for improper personal benefit or act in a manner contrary to the interests of the Club.

The Board may adopt and maintain additional conflict-of-interest policies consistent with this Article.

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END OF BYLAWS