Club Bylaws

As amended by the Executive Committee, January 8th, 2025 

ALPHARETTA EXILES RUGBY FOOTBALL CLUB ALUMNI
ASSOCIATION CO. BYLAWS

Article 1: Name & Location

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

Article 2: Purpose & Objective

To foster and promote the growth and development of the game of Rugby
Union (“Rugby”) as a non-profit corporation in the North Fulton County area and
at local, national, and international levels.

Article 3: Membership

1. Club membership shall be open to any person willing to contribute to the interests and
goals of the Club and shall not be denied to any person due to age, race, religion, sex,
orientation, handicap, or national origin. All members are expected to maintain a status
of “in good standing” by:
a. payment of dues in full by established deadline
b. not committing disciplinary infractions as defined in the bylaws
c. Such other requirements as are defined in the bylaws
2. Members in good standing are entitled to participate in all General Meetings and social
functions; eligible to run for office; participate in organization committees; and are
allocated one vote in all club elections as set forth below.
3. Classes of membership are as follows:
a. Player Member – Entitled to regularly participate in practice, match play and
social functions. Active members pay annual club dues as well as section dues for
the section in which they are active. Active members who are current on club
dues are entitled to participate and vote at the Annual General Meeting.
b. Social/Supporter Member – With yearly payment of any level of supporter dues
supporters are entitled to participate in practice, match play or social functions.
Supporters are also entitled to participate and vote at the Annual General
Meeting.

Article 4: Board

1. Board members shall be elected annually during the Annual General Meeting
and shall hold the position for a term of one year. Members in good standing,
who have voting privileges in the manner described in Article 3 and who are
present at the meeting, shall elect all board members. Candidates for office must
be Club members in good standing.
2. The election ballot shall be created by floor nominations provided they are
seconded by an eligible member from the floor. Candidates shall declare their
willingness to serve in the positions for which they have been nominated. If more
than one eligible nomination for an board member position is made, each office
will be elected by a majority vote of the present members that are eligible to vote.

3. The elected Board of Directors members are: President, Vice President,
Treasurer, and Secretary.
4. Board member responsibilities are to include:
a. President & CEO –
▪ Responsible for the overall management and leadership of the
Club.
▪ Responsible for setting the goals and direction for the Club and the
Executive Committee.
▪ Represent the Club in public forums.
▪ Attend Rugby Union Meetings and vote on behalf of the club in
Union affairs.
▪ Co-coordinate Club business with the officers.
▪ Preside over executive committee meetings.
▪ Appoint staff to assist in such areas as deemed necessary for the
proper operation of the club including: facility maintenance, web site
maintenance, club equipment, major event planning, annual
banquet, tours and tournaments, and community involvement.
b. Vice President & COO –
▪ Coordinate Club efforts to continually recruit new players.
▪ Define yearly fundraising goals and lead fundraising and
sponsorship initiatives.
▪ De facto Disciplinary Committee Chair
▪ Assume the role of Club President in the event of the President’s
absence or succeed the president in the event of resignation.
c. Treasurer & CFO –
▪ Prepare a budget for the operation of the club including all sections.
▪ Maintain accurate records of income, expenditures and
performance against budget to be presented at the Board Meetings
and at the General Meetings.
▪ Collect annual dues.
▪ Ensure all money received is receipted and banked promptly.
▪ Pay all invoices in timely manner.
▪ File necessary tax forms
▪ One of the signatories for Club bank checks.
d. Secretary & CIO–
▪ Call the Annual General Meeting and coordinate the election of
officers and other issues that may come for membership vote.
▪ Prepare meeting minutes for the Annual General Meeting (AGM)
and all Board Meetings.
▪ Maintain possession of all documents, forms, and other paperwork
necessary for the continued operation of the Club.

▪ Maintain Club roster to include accurate contact information of
current and past members.
▪ Communicate Club information to the members.▪ .
No person may fill more than one office at one time.
A Board member may be subject to removal from office if he or she is found to have
violated the club bylaws or has done anything considered to be seriously detrimental to
the well-being of the club. The Executive Committee will have an emergency meeting,
where a quorum must be met to discuss the alleged infraction committed by the board
member. If a minimum of two-thirds (2/3) vote is reached, the board member will be
removed from their elected position.
A club Special General Meeting will be scheduled to occur no less than two weeks later
and no more than four weeks later; and the vacated position will be filled through the
club’s electoral process.

Article 5: Club Sections

1. The club will be comprised of sections representing the Men’s Player's Side, the
Women’s Player's side, and the Social/Supporter Membership.
2. Each section will nominate a convener, or failing that, a section convener will be
appointed by the President. Section conveners who fail to carry out the duties of their
office can be replaced by the President with the approval of the Board of Directors.
3. The convener oversees the business of the section, including but not limited to;
working with relevant committee chairs, scheduling practice and matches, coordinating
equipment and fields, organizing coaches, confirming individual submittal of required
paper work to USA rugby, collecting dues from active members and organizing section
social and functions functions.
4. A section convener sits on the executive committee and has a vote at all executive
committee meetings.
5. As interest and participation dictate, new sections may be formed. A new section is
formed by any member proposing the section to the Executive Committee. If approved
by the Executive Committee, the section is formed and the President will appoint a
convener.

Article 6: Executive Committee

1. The Executive Committee is comprised of the club officers (President, Vice
President, Treasurer, Secretary) as well as the section conveners.
2. The Executive Committee performs the following functions.
• Write and approve the bylaws for the organization.
• Oversee and have control of the club funds.
• Approve the budget for each section. Approve dues structure.

• Carry out disciplinary action for members. The committee has the right to
expel or suspend any member for serious violations of the bylaws or
actions contrary to the interests of the club.
• Review the management and administration of the Club facilities.
• Other such action and decisions as may be brought before it by club board
members, section conveners or club members
3. Executive Committee votes must be carried by a simple majority unless a larger
majority is required in the constitution. In the event of a tied vote, the President
casts the deciding vote.
4. Only the Executive Committee can enter into and bind the Club with respect to
any contracts including, but not limited to, payment of coaches, purchases,
leases, legally binding agreements or other legal matters.
5. In the event that it becomes necessary to enter into a legally binding document, or
contract the Executive Committee shall first vote on the matter.
6. In the event that the vote carries and the matter is agreed to by the Executive
Committee, the President shall sign on behalf of the Club.
7. By signing on behalf of the Club, the President does so only in his official capacity
as a Club officer and accepts no personal liability for the contract or agreement.

Article 7: Elections, Annual General 

Meeting and Special General Meetings
1. Board member elections and votes on other matters requiring approval of the
general membership will take place at General Meetings. An Annual General
Meeting will be called by the Secretary to be held between August 1st  and
September 1st each year.
Notice of General Meetings will go out to all members at least two weeks in
advance of the meeting. The meeting will be held in a place adequate to hold the
entire club membership.
2. A Special General Meeting may be called by the President or by a majority of the
Executive Committee for the purpose of special elections and other matters
requiring approval of the general membership.
3. Elections will be executed by secret ballot unless unanimously agreed otherwise
by voice acclamation. The Secretary will be responsible for tallying votes and
announcing results of the votes. Elections for the position of Secretary will be the
responsibility of the Vice President who will tally votes and announce the results.

Article 8: Bylaws and Amendments

1. Bylaws consistent with this constitution shall be adopted or amended by a
majority vote of the members of the Executive Committee. Votes on bylaws may
be taken only if at least 50% of the executive committee is present.
2. Amendments of this constitution may be initiated by the Executive Committee or
upon petition to the Executive Committee by at least twenty five percent of the
voting members of the club. Proposed amendments shall be submitted to the
Executive Committee at least 40 days prior to the General Meeting at which it will
be voted on. Notice of the proposed amendment including the actual wording of
the amendment must be made available to the club membership at least two
weeks prior to the General Meeting at which it will be decided upon.
3. The constitution may be amended by a two-thirds majority of the votes cast by
the club membership at a General Meeting.

Article 9: Dissolution

Upon the dissolution of the corporation, assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code,
or the corresponding section of any future federal tax code, or shall be distributed to the
federal government, or to a state or local government, for a public purpose. Any such
assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of
the county in which the principal office of the corporation is then located, exclusively for
such purposes or to such organization or organizations, as said Court shall determine,
which are organized and operated exclusively for such purposes.
Article 10: Conflict of Interest Policy
Whenever a director or officer has a financial or personal interest in any matter coming
before the board of directors, the affected person shall a) fully disclose the nature of the
interest and b) withdraw from discussion, lobbying, and voting on the matter. Any
transaction or vote involving a potential conflict of interest shall be approved only when
a majority of disinterested directors determine that it is in the best interest of the
corporation to do so. The minutes of meetings at which such votes are taken shall
record such disclosure, abstention and rationale for approval.