Club Bylaws

BYLAWS OF THE ALPHARETTA EXILES RUGBY FOOTBALL CLUB ALUMNI ASSOCIATION CO.
As amended by the Executive Committee, January 8, 2025

The organization shall be known as the Exiles Rugby Football Club (hereinafter referred to as the “Club”) and shall be located in the City of Alpharetta, Georgia.

The purpose of the Club shall be to foster and promote the growth and development of Rugby Union (“Rugby”) as a nonprofit corporation within the North Fulton County area, as well as at local, national, and international levels.

1. Membership is open to all individuals who support the mission and goals of the Club. No applicant shall be denied membership based on age, race, religion, sex, orientation, disability, or national origin.
    
2. To maintain good standing, members must:
    
   • (a) Pay all dues by the established deadlines;
      
   • (b) Refrain from disciplinary infractions as defined herein;
      
   • (c) Meet any other criteria outlined in these Bylaws.
      

1. Members in good standing are entitled to:
    
   • Attend and vote at General Meetings;
      
   • Participate in social events;
      
   • Serve on committees;
      
   • Run for elected office;
      
   • Receive one vote in all elections.
      

1. Membership classes:
    
   • Player Member – Entitled to participate in regular practices, matches, and social events. Must pay Club and relevant section dues. Eligible to vote at the Annual General Meeting.
      
   • Social/Supporter Member – Upon payment of dues, entitled to participate in special matches, practice sessions, and social events. Eligible to vote at the Annual General Meeting.
      

1. Board members are elected annually at the Annual General Meeting (AGM) by members in good standing.
    
2. Nominations must be seconded by an eligible member and accepted by the nominee. Elections with multiple candidates for a position shall be determined by majority vote.
    
3. The Board shall consist of:
    
   • President (CEO)
      
   • Vice President (COO)
      
   • Treasurer (CFO)
      
   • Secretary (CIO)
      

1. Duties of Board Officers:
    
   • President & CEO
      
     • Leads the overall direction and strategy of the Club;
        
     • Represents the Club in public and Union matters;
        
     • Presides over Executive Committee meetings;
        
     • Appoints staff for key operational areas.
        
   • Vice President & COO
      
     • Leads recruitment and fundraising efforts;
        
     • Chairs the Disciplinary Committee;
        
     • Acts in the President’s absence or succession.
        
   • Treasurer & CFO
      
     • Develops and monitors the Club budget;
        
     • Maintains financial records and ensures prompt banking;
        
     • Pays invoices and files tax documents;
        
     • Acts as a signatory on the Club’s bank account.
        
   • Secretary & CIO
      
     • Organizes the AGM and board elections;
        
     • Maintains Club records and membership rosters;
        
     • Communicates with members;
        
     • Records meeting minutes.
        

1. No individual may hold more than one board position at a time.
    
2. Removal from Office
   Board members may be removed for bylaw violations or actions detrimental to the Club. A two-thirds (2/3) vote of the Executive Committee is required for removal. A Special General Meeting must be held within 2–4 weeks to elect a replacement.
    

1. The Club shall be comprised of the following sections:
    
   • Men’s Player Side
      
   • Women’s Player Side
      
   • Social/Supporter Membership
      

1. Each section shall be represented by a Section Convener, nominated or appointed by the President.
    
2. The Convener shall:
    
   • Coordinate practices, matches, equipment, and social events;
      
   • Collect section dues and paperwork;
      
   • Serve on the Executive Committee with voting rights.
      

1. Section Conveners may be replaced by the President with Board approval if duties are not fulfilled.
    
2. New sections may be proposed by any member and must be approved by the Executive Committee. Upon approval, the President shall appoint a convener.
    

1. The Executive Committee shall include the Club officers and all Section Conveners.
    
2. Responsibilities include:
    
   • Drafting and amending the Bylaws;
      
   • Managing Club finances and approving section budgets;
      
   • Establishing dues;
      
   • Enforcing disciplinary actions;
      
   • Overseeing Club facilities;
      
   • Making operational decisions as necessary.
      

1. A simple majority is required to carry votes unless otherwise specified. The President casts the tie-breaking vote.
    
2. Only the Executive Committee may enter into contracts or legally bind the Club.
    
3. Any contract must be approved by Executive Committee vote. The President shall sign on behalf of the Club in an official capacity, with no personal liability.
    

1. The Annual General Meeting (AGM) shall occur between August 1 and September 1 each year. Members shall be notified at least two weeks in advance.
    
2. Special General Meetings may be called by the President or a majority of the Executive Committee for elections or urgent matters.
    
3. Elections shall be conducted by secret ballot unless unanimously approved for voice vote. The Secretary tallies results, except in elections for Secretary, which shall be managed by the Vice President.
    

1. The Bylaws may be amended by a majority vote of the Executive Committee. A quorum (50% of Executive Committee members) is required to vote.
    
2. Amendments may be proposed by the Executive Committee or by petition from at least 25% of voting members. Proposals must be submitted at least 40 days prior to the meeting and shared with the membership at least two weeks in advance.
    
3. Amendments to the Constitution require a two-thirds (2/3) majority vote at a General Meeting.
    

In the event of dissolution, assets shall be distributed for one or more exempt purposes as defined in Section 501(c)(3) of the Internal Revenue Code, or to the federal, state, or local government. Any remaining assets shall be disposed of by a court of competent jurisdiction, exclusively for such exempt purposes.

Any officer or director with a financial or personal interest in a matter before the Board must:

• (a) Fully disclose the nature of the interest; and
   
• (b) Abstain from discussion, lobbying, and voting on the matter.
   

Approval of such transactions requires a majority vote of disinterested directors and must be recorded in the meeting minutes, including the disclosure and rationale for approval.