dba Exiles Rugby Club

 Originally Adopted: April 22, 2020
Amended: September 12, 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, Section 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; 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; and
• Executive Directors.

Only Club Members in good standing may vote or hold elected office, subject to Article IV eligibility requirements.

Club dues are mandatory and 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;
• Pay section fees as established; 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 Bylaw protections upon payment of required section fees; 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 player.

Social / Supporter Members:

• Must complete and be accepted under the Club Membership Application Form;
• Must pay required Club dues;
• Are eligible to vote; and
• May hold elected office subject to Article IV 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 Board is the supreme governing authority of the Club, subject to the specific protections and approval requirements established in Article II, Section 3.

The Board consists of the Club Officers:

• Chairman/Chairperson;
• Vice Chairman/Vice Chairperson;
• Treasurer; and
• Secretary.

The titles Chairman and Chairperson may be used interchangeably as appropriate to the officeholder. The titles Vice Chairman and Vice Chairperson may likewise be used interchangeably as appropriate to the officeholder.

Except as otherwise expressly provided in these Bylaws, including Article II, Section 3 and Article IX, the Board retains exclusive authority over:

• Strategic direction;
• Financial oversight;
• Policy adoption;
• Bylaw amendments;
• Discipline;
• Appointment and removal of Executive Directors; and
• Creation or discontinuation of sections.

The Chairman/Chairperson is a voting member of the Board and shall have one vote on all matters properly before the Board.

Except where a greater voting requirement is expressly established by these Bylaws, Board decisions shall be determined by majority vote.

To be eligible to serve in an elected Board position, an individual must:

• Be a Senior Playing Member or Social / Supporter Member in good standing;
• Have maintained continuous good standing as a Club Member for at least two (2) full calendar years;
• Be current on all dues and financial obligations; and
• Not be under disciplinary action or suspension.

No more than two full-time active rostered players may serve simultaneously on the Board.

The Chairman/Chairperson and Treasurer positions shall not be held by individuals serving as primary team captains.

No Head Coach may serve simultaneously as Chairman/Chairperson or Vice Chairman/Vice Chairperson.

Active rostered players serving on the Board must recuse themselves from votes affecting:

• Team selection;
• Player discipline;
• Roster disputes; and
• Section leadership matters.

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

Members who have reached the age of thirty-five (35) years shall not be considered active rostered players for purposes of this Section.

Board members must recuse themselves from votes where a direct personal playing interest exists.

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

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

The Chairman/Chairperson may act unilaterally in emergencies affecting safety, finances, or legal standing.

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

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

Eligibility requirements may be waived by a two-thirds (2/3) vote of the Board if necessary to fill a vacancy.

Robert’s Rules of Order Newly Revised shall govern proceedings where applicable.

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; 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 Executive Director of Women’s Rugby, working in conjunction with the Executive 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.

Executive Directors shall be elected by the voting Members of the Club.

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

• Be a Club Member in good standing;
• Have maintained continuous good standing as a Club Member for at least two (2) full calendar years;
• Be current on all dues and financial obligations; and
• Not be under disciplinary action or suspension.

Executive 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 Executive Directors.

An Executive Director who is an active rostered player 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.

For purposes of the limitations applicable to Executive Directors under this Article, a Member who has reached the age of thirty-five (35) years shall not be considered an active rostered player.

All Executive Directors serve at the pleasure of the Board and possess no independent governance authority except as expressly provided by these Bylaws.

The Board may remove an Executive Director by majority vote.

The Chairman/Chairperson may appoint an Interim Executive Director to fill a vacancy until the position is filled in accordance with these Bylaws.

Executive 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 the Chairman/Chairperson and Board;
• Assist with recruitment and retention;
• Promote adherence to Club Bylaws and standards of conduct; and
• Support Club-wide initiatives.

Executive 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; and
• Executive Directors.

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

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

Except where these Bylaws expressly provide otherwise, the Club’s governance hierarchy is:

1. Board;
2. Executive Council;
3. Executive Directors; and
4. Members.

Nothing in this Section shall supersede or diminish the approval rights or 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, or initiate formal disciplinary proceedings.

The Chairman/Chairperson is recused from disciplinary committees.

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 expressly provided in these Bylaws, the Bylaws may be amended by a majority vote of the Board.

A quorum consisting of fifty percent (50%) of Board members is required to vote on an amendment.

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.

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, Executive Directors, officers, 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, Executive 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.