BY-LAWS OF THE TEXAS RUGBY FOOTBALL UNION, INC.
The Texas Rugby Football Union, Inc is operated to promote and foster quality rugby and to educate the public and players in the game of rugby as played under the laws of The International Rugby Board. The Texas Rugby Football Union, Inc. will have jurisdiction over its members in all matters of a local nature pertaining to the administration of rugby activities and will administer the precepts of these By-Laws and of the Western Rugby Football Union of which it is a part.
ARTICLE I: NAME
The name of the organization shall be the Texas Rugby Football Union, Inc. and shall hereafter be referred to in these By-Laws as “TRU”.
ARTICLE II: MEMBERS
Section 2.01 Qualification of Members
The membership of the TRU shall be composed principally of rugby clubs located within the designated geographical boundary of the State of Texas, however may also include clubs outside the State of Texas, as deemed appropriate by the Board of Directors.
Full Members – Full Member clubs shall be those clubs that have been elected as such and are in good standing in accordance with the requirements set forth in Section 9.02 below. The Executive Committee will review all applications for membership and determine whether said applications should be accepted for full membership. Only representatives of Full Member Clubs in good standing have the right to vote for their Electoral Director. A Member Club shall exercise its right to vote via the person [or proxy] of its Representative Director, who shall be the President of the club or his designate by proxy.
ARTICLE III: TRU ELECTORAL DIRECTORS
Each of the following constituencies of the TRU will be represented by one individual who shall be elected to their position by a vote of the clubs that constitute that particular constituency of the TRU.
The individual divisions that will have an Electoral Director
 Men’s Clubs (3 year term)
 Women’s Senior and Collegiate Clubs (3 year term)
 Men’s Collegiate Clubs (1 year term)
 Texas Rugby Referee Association (TRRA) Chairman (1 year term)
The President of the TRU shall certify the elections for each Electoral Director position outlined above from their constituencies; in the absence of such, shall seek nominations and conduct a vote to determine such Electoral Director. Such voting may be conducted by e-mail.
An Electoral Director may also accept and hold any Executive Committee appointed position.
Each Electoral Director should represent the view of their constituents but they should also be prepared to act in the best interests of the TRU, if such interests are in conflict with those of the constituents.
Section 3.03. Resignations
A Full Member Club may resign from the TRU at any time for any reason. The resigning club will be liable for its share of the financial obligations of the TRU for the fiscal year in which the resignation is submitted.
ARTICLE IV: TRU BOARD OF DIRECTORS
Section 4.01. Board of Directors
The four (4) Electoral Directors together with the three (3) members of the Executive Committee (See Section 8.01) shall form the TRU Board of Directors who shall be responsible for the affairs of the TRU and the long-term vision, direction and strategy of the Texas Rugby Union.
ARTICLE V: MEETING OF THE TRU BOARD OF DIRECTORS AND COMMITTEES
Section 5.01 – Annual Meetings
The Annual General Meeting of the TRU shall consist of the Executive Committee, the four (4) Electoral Directors and the Managers who have been appointed by the Executive Committee.
The annual meeting [TRU AGM] of the TRU Board of Directors shall be held at a time convenient for convening the Board.
The authority to call the annual meeting shall be vested in the President of the TRU.
The primary purpose of the meeting shall be to review the business of the TRU and elect officers, when appropriate.
Ten (10) days prior to the annual TRU AGM, the TRU Board of Directors should submit all proposals, issues and items for consideration to be included on the agenda for consideration by the Board to be addressed at the TRU AGM.
Section 5.02 – Special Meetings
Special meetings of the TRU Board may be called at any time and for any purpose by the President or shall be called by the President upon the request of at least one-third of the TRU Board. Every such request shall state the purpose or purposes of such meetings.
Section 5.03 – Notice of Meeting
Notice of the place, date, hour, and agenda of the meeting whether annual, semi-annual or special shall be given personally or by e-mail to each member of the TRU Board, not less than ten (10) days prior to the meeting. The President of the TRU shall designate the venue and time of called meetings and shall designate the venue and time of meeting petitioned by members of the TRU Executive Board.
Section 5.04 – Waiver of Notice
Notice of meeting need not be given to any member of the TRU Board of Directors who submits a waiver of notice, whether before or after the meeting. The attendance of any member of the TRU Board of Directors at a meeting, in person or by proxy, without protesting, prior to the conclusion of the meeting, the lack of notice of such meeting, shall constitute a waiver of notice by him.
Section 5.05 – Quorum
At all meetings of the TRU Board of Directors, at least four (4) of the members, shall be present in person and shall constitute a quorum for the transaction of the affairs of the TRU.
Section 5.06 – Vote of TRU Board of Directors
Whenever any action of the TRU is to be taken by vote of the TRU Board of Directors, it shall, unless otherwise required by statute of these by-laws, be authorized by a majority of the votes cast by the TRU Board of Directors voting at a duly constituted meeting of the TRU Board of Directors or Executive Committee thereof. In the event of a tied vote, the President of the TRU shall have the deciding vote.
Section 5.07 – Attendance at the Annual General Meeting
Each Member of TRU Board of Directors and the Managers appointed by the Executive Committee and Committee Chairs are required to attend the Annual General Meeting. Individual member clubs may attend the meeting if they so wish, but they have to be its Representative Director, [the President of the club or his designate by proxy] and the Member club must be in good standing with the TRU. All motions/proposals at the meeting can only be made by a member of the TRU Board of Directors.
ARTICLE VI: REMUNERATION
No representative or officer of the TRU shall receive, directly or indirectly, any salary, compensation or emolument from the TRU, either as such officer or in any other capacity, except as approved by unanimous vote of the TRU Board of Directors.
ARTICLE VII: COMMITTEES
The TRU Board of Directors may, by resolution adopted by a vote of the majority of the TRU Board of Directors, designate one or more committees, which, to the extent provided in such resolution, shall have and exercise the authority of the TRU Board of Directors in the management of the TRU. Other committees not having and exercising the authority of the TRU Board of Directors in the management of the TRU may be appointed by the President of the TRU at his discretion, which shall have and may exercise such powers as shall be conferred or authorized by him. Each such committee shall consist of two or more members of the TRU Board of Directors and such other individuals as may be determined to be in the best interest of the TRU given the nature of the authority assigned. The President of the TRU shall be an ex-officio member of all committees.
ARTICLE VIII: OFFICERS
Section 8.01 – Executive Committee – Formation, Powers & Duties
The TRU Electoral Directors shall elect persons to occupy the offices of the TRU Executive Committee namely, Executive Director, Director of Competitions and Director of Discipline for a period of three (3) years. A person may hold two or more offices at the same time, except that the President of the TRU may not hold another office in the TRU. These three (3) officers will form the Executive Committee and will be accountable and responsible for the overall running and day-to-day operations of the TRU. The TRU Board of Directors may appoint such other officers or managers as may from time to time appear necessary or advisable for the conduct of the affairs of the TRU.
Executive Director (i.e. “President”) will be given the mandate by the member clubs to have the authority to be the final arbitrator and decision maker on all issues, if consensus cannot be reached. All Directors will report directly to the President. It will be the duty of the President of the TRU to preside over meetings of the TRU Board of Directors, to ensure that TRU officers, agents and committees perform their duties, to encourage membership in the TRU and to ensure that other TRU functions and responsibilities are carried out within the TRU’s jurisdiction.
Director of Discipline is responsible for ensuring: 1) that all disciplinary issues are addressed timely and in accordance with the Disciplinary Rules & Procedures; 2) that all USA Rugby disciplinary guidelines are followed; 3) that member clubs and their players are informed of disciplinary actions; and 4) that all new USA Rugby disciplinary rules/guidelines are integrated into the Texas Rugby Union disciplinary measures as soon as possible.
Director of Competitions is responsible for: 1) assisting the President of the TRU in all TRU matters; 2) Preside over meetings of the TRU Board in the President’s absence; 3) ensure that TRU representatives, mangers and committees perform their duties; 4) appointment of divisional secretaries for all TRU recognized divisions such that the clubs concerns can be adequately addressed; 5) ensuring that the current Texas competitions are conducted such that they will continue to strengthen Texas Rugby; 6) enforcing the current CIPP Match Day procedures; 7) liaising with the West Territorial Union and USA Rugby to ensure that the Texas competitions meet their requirements in terms of Regional and National Championships; and 8.) liaising with Texas Rugby Referee Association (TRRA), the Select Sides and club coaches in recommending the introduction of new competitions.
Section 8.02 – Term of Office
So far as practicable, the members of the Executive Board and Executive Committee shall be elected to serve for a period of three (3) years and, except as otherwise noted, shall hold office until the annual meeting three (3) years after their original election or until their respective successors shall have been elected.
Section 8.03 – Removal of Directors & Officers
Any officer or agent may be removed for cause by the TRU Executive Board. Any agent/officer appointed by the President of the TRU may be removed for or without cause by the President of the TRU, or by vote of the TRU Executive Board. In the event that greater than 50% of the member clubs of a TRU Division, as defined in Article III, are dissatisfied with the Executive Committee or an individual member of the Executive Committee, they have the right to request that the Executive Director of the TRU call an extraordinary AGM to resolve such dissatisfaction in a manner that is satisfactory with the member clubs wishes. Such an extraordinary AGM has to be called by the President of the TRU within thirty (30) days of notification by the member clubs.
Section 8.04 – Vacancies.
In the event that there should be a vacancy in the office of Executive Director, the Director of Competitions shall act in his place and shall call a special meeting of the TRU Board as soon as practicable to elect a successor. In the event of a vacancy on the Executive Committee, the President of the TRU shall appoint a temporary officer until such time as a special meeting of the Electoral Directors may be held to elect a new officer.
Section 8.05 – Managers
The Executive Committee will, at its’ discretion, appoint persons to occupy the following managerial positions:
Finance Manager – main duties are to maintain an accounting system of TRU finances; develop an annual budget plan such that the other directors can develop their plans; and, ensure that all dues are paid and collected on a timely basis. It will be the duty of the Financial Manager to maintain and report all current financial conditions, to have overall responsibility for the legitimacy and accuracy of the TRU’s financial report yearly to coincide with the annual meeting.
Marketing Manager – main duties are to seek commercial sponsorship for the Texas Rugby Union via advertising on its website, or from selling sponsorship on its select side jerseys, shorts, etc… and the TRU championships. In addition, the Marketing Manager should seek commercial deals for Texas clubs to offset their travel and accommodation costs.
Men’s Collegiate Manager – main duties are to promote the development of Collegiate Rugby in Texas and to ensure that the league systems operate efficiently. In addition, the Manager will develop a system, which enables the colleges to be dues compliant in a manner, which assist the collegiate club officers. He should ensure that new clubs are fully supported and nurtured. He will liaise with the USA Rugby Game Development Officer and the TRU Technical Manager to ensure that all the colleges have a USA Rugby certified coach. This Manager will be elected by a vote of the collegiate clubs but will be subject to removal by the Executive Committee should the person be found to be failing in their required duties. The Collegiate Manager, may at his/her discretion appoint secretaries for the various Collegiate leagues, as deemed appropriate.
High Performance Manager – main duties are to ensure that the Texas select sides, at all levels, are having sufficient skills, training and competitions, such that TRU players are afforded the appropriate opportunities and exposure necessary for placement on Territorial and national select sides. He will liaise with the Select Side coaches to ensure that they are receiving maximum support from the TRU and the clubs. In addition, this person will coordinate with the Texas Select Side Coaches such that sides can compete together to develop relationships between the select sides and to maximize cost efficiencies. The High Performance Manager will liaise with the TRU Executive Committee for the selection of Coaches and Staff needed to fulfill squad personnel requirements as are required by the TRU, West or USA competitions.
Technical Manager – main duties are to liaise with USA Rugby Technical Manager to ensure that all national directives are passed on to the club coaches. Developing a plan to ensure that Texas has sufficient qualified coaches at all levels. This person will also be responsible for transferring the latest coaching knowledge to the clubs and select sides via coaching clinics held in Texas.
Women’s Manager – main duties are to promote the development of women’s rugby in Texas in cooperation with the Texas Women’s Select Side Coach. This person will ensure that all current and new women’s clubs are fully supported and nurtured. This person will liaise with all women’s coaches to develop a meaningful structure to the Texas women’s program such that it becomes nationally competitive.
Women’s Collegiate Manager – main duties are to promote the development of Women’s Collegiate Rugby in Texas and to ensure that the league systems operate efficiently. In addition, the Manager will develop a system, which enables the colleges to be dues compliant in a manner, which assist the collegiate club officers. He should ensure that new clubs are fully supported and nurtured. He will liaise with the USA Rugby Game Development Officer and the TRU Technical Manager to ensure that all the colleges have a USA Rugby certified coach. The Women’s Collegiate Manager will appoint secretaries for the various Women’s Collegiate leagues, as deemed appropriate.
Community Rugby Manager – main duties are to promote the development of social rugby in Texas and coordinate and establish a meaningful competitive structure, as deemed suitable by the social club membership.
Youth Manager – main duties are to promote the development of youth rugby in Texas in cooperation with the USA Rugby and the SBRO for Texas. This person shall remain knowledgeable of all aspects of youth rugby and report such organizations’ status and act as liaison with those organizations and the TRU to facilitate a mutually beneficial relationship.
Each individual Manager will be fully accountable for ensuring that his/her part of the TRU business plan is implemented and will be required to attend the annual TRU AGM and to produce brief written and oral reports at said AGM. Managers serve at the sole discretion of the Executive Committee.
Section 8.06 – Rules & Laws (R&L) Committee
The TRU R&L Committee shall consist of three (3) members whose main duties are to establish all referee policy matters of the TRU, as approved by the TRU Board, including the approval of the annual match official’s budget to be presented by the TRRA. The R&L will utilize the TRRA and its members for implementation of policy and execution of operational activities, monitor any and all laws-related issues, IRB & USA Rugby R&L decisions and interpretations to be implemented and distributed to all TRU Clubs and the TRRA membership. Terms of office shall be for one (1) year and shall be filled by the TRU Summer AGM of each year. In the event that an office is vacated mid-term, the vacated position will be filled in the same manner and means as the office vacated for the remainder of the term of office.
1) R&L Chairman – To be agreed upon by TRU & TRRA. In the event that the TRU & TRRA cannot agree, name and appoint the R&L Chairman, by September 1st of each year, nominations will be taken from the TRRA membership and a special election held by September 30th of that year, in which the TRU Club Membership will elect the R&L Chairman from the TRRA nominations.
2) TRRA Chairman – The duly elected TRRA Chairperson shall occupy and perform the duties of this position.
3) TRU Representative – To be appointed by majority vote of the TRU Board of Directors.
ARTICLE IX. FINANCES.
Section 9.01 – Dues
Member Clubs shall pay dues. Member Clubs agree to be bound by the provisions of these By-Laws. Any club which has outstanding dues or debts to the TRU at the time of the Annual General Meeting shall be deemed as “not in good standing”. In the event that any club has accumulated debts to the TRU, the Executive Committee is empowered to suspend such club from the TRU and said club will only be allowed back into the TRU when said debts have been paid. During this period of suspension, the club will not be allowed to participate in any games.
Section 9.02 – Financial Responsibility – Good Standing
Member clubs shall pay dues as established by the TRU Board and shall meet and maintain the standards for Club Eligibility set forth by the TRU Board. In addition, Member clubs may, if the TRU Board determines, be assessed for a pro rata share of the TRU’s obligations, if any, in excess of its assets.
Section 9.03 – Contracts & Checks
All deeds, documents, transfers, contracts, engagements, bonds, bills of exchange and other instruments requiring execution by the TRU shall be signed by the President of the TRU. Checks drawn on the general checking account of the TRU may be signed by the President of the TRU or the Financial Manager, or both. Except when authorized by the President of the TRU, no representative, officer or other person shall have any power or authority to bind the TRU by contract or engagement to pledge its credit.
Section 9.04 – Deposits & Investments
The TRU may have such checking and savings accounts as the officers may deem necessary. In addition, the TRU Board of the TRU may invest the funds of the TRU in any suitable investment permitted by law upon approval of such investment by two-thirds of the Board of Directors at a duly constituted meeting.
ARTICLE X. DIVISIONAL PLAY & REPRESENTATIVE SIDES
Section 10.01 – Divisions
The TRU may be subdivided by the Director of Competitions, with the concurrence of the Executive Committee into as many Divisions as is deemed necessary to more effectively administer the competition of the TRU. Such Divisions should reflect the current state of rugby within the auspices of USA Rugby.
Section 10.02 – Secretaries.
Each Division of the TRU shall have a Secretary, appointed by the Director of Competitions, who will act as the chief administrative officer for the Division and may represent the Division at TRU meetings, if so requested. The Divisional Secretaries will report to the Director of Competitions and their duties shall include the scheduling of matches, the coordination of Division activities with TRU activities, and ensure reporting of results, disciplinary reports and/or competition-related issues to the TRU when necessary.
Section 10.03 – Representative Sides
The TRU shall field such representative sides as the Executive Committee deems necessary to further the sport of Rugby, to further the precepts of these By-Laws and to meet the requirements of the Western Rugby Football Union and USA Rugby. The individual Select Side Managers and Coaches in conjunction with the High Performance Manager shall have the responsibility for coordinating selection and match scheduling of the representative sides of the TRU.
ARTICLE XI. COMPETITIONS
The Director of Competitions shall ensure that all of the member clubs participate in a competitive league structure which will form the basis of the TRU Competitions. As part of his duties, the Director of Competitions will also develop appropriate Competitive Leagues to qualify and determine member clubs suitable to advance towards competitions leading to a USA Rugby Championship in their respective division of play. The Competitive Leagues will be the process employed to declare the Texas Rugby Football Union Champion for that particular level of play.
ARTICLE XII. TOURS
Section 12.01 Jurisdiction.
The TRU will have jurisdiction over all incoming tours hosted by it or member clubs and over all outgoing tours. Such tours must be sanctioned by the TRU before being scheduled.
ARTICLE XIII. AMENDMENTS
Before a vote to adopt any proposed amendment, repeal or addition to these By-Laws may be taken, such amendment, repeal or addition, as is reasonably practical, must first have been proposed and seconded at a prior meeting with instructions that it be drafted in proper form and distributed to all member clubs in the TRU at least 30 days prior to approval of any action being taken. This provision is intended to give all clubs adequate notice and time to give consideration to the amendment, repeal or addition prior to a final vote being taken.