WASHINGTON RENEGADES RUGBY FOOTBALL CLUB
A Nonprofit Corporation of the District of Columbia
ARTICLE IV - MEETINGS OF MEMBERS
(adopted 7 December 2008)
SECTION 1. PLACE OF MEETINGS
Meetings of members shall be held at the principal office of the corporation or at such other place or places within or without
the District of Columbia as may be designated by resolution of the Board of Directors.
SECTION 2. ANNUAL MEETINGS
The members shall meet annually during the first week in December for the purpose of electing Directors and transacting any
other necessary business. Each member shall vote by written ballot, casting one vote for each vacant board position. Should a
tie vote occur, the acting Board of Directors shall devise a subsequent run-off election until a Director is chosen. In the
case that a tie cannot be broken, the Board of Directors shall devise an equitable means of resolving the issue.
Members shall also elect Officers. In each case the person receiving the highest number of votes cast by members present, plus
votes by verified proxies, shall be elected. No other Director shall be an Officer, either by definition or by practice. The
number and duties of Directors are detailed in Article V.
Terms of office for all Directors is detailed in Article V. The annual meeting of members for the purpose of electing
Directors shall be deemed a regular meeting and any reference in these Bylaws to "regular meetings of members" refers to this
SECTION 3. SPECIAL MEETINGS OF ALL MEMBERS
Special Meetings of members may be called by the Board of Directors or the President of the corporation, for specific and notified
purposes. In addition, such meetings of the members for any lawful purposes may be called by any group comprised of five percent
(5%) or more of the members.
SECTION 4. NOTICE OF MEETINGS
Time of Notice. Whenever members are required or permitted to take action at an annual or special meeting of members, a written
notice of the meeting shall be given by the Secretary of the corporation not less than ten (10) nor more than ninety (90) days
before the date of the meeting to each member who, on the record date for the notice of the meeting, is entitled to vote
thereat; provided, however, that if notice is given by mail, and the notice is not mailed by first-class, registered, or
certified mail, that notice shall be given no less than twenty (20) days before the meeting.
Manner of Giving Notice. Notice of a members' meeting or any report shall be given either personally, by mail, email or other
means of written communication, addressed to the member at the address of such member appearing on the records of the
corporation or given by the member to the corporation for the purpose of notice; or if no address appears or is given, at the
place where the principal office of the corporation is located or by publication of notice of the meeting at least once in a
newspaper of general circulation in the jurisdiction in which the principal office is located. Notice shall be deemed to have
been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written
Contents of Notice. Notice of a membership meeting shall state the place, date and time of the meeting and (1), in the case of
a special meeting, the general nature of the business to be transacted, and no other business may be transacted; or (2), in the
case of a regular meeting, those matters which the Board, at the time notice is given, intends to present for action by the
members. Subject to any provision to the contrary contained in these Bylaws, however, any proper matter may be presented at a
regular meeting for such action. The notice of any meeting of members at which Directors are to be elected shall include the
names of all those who are nominees at the time notice is given to members.
Notice of Meetings Called by Members. If a special meeting is called by members as authorized by these Bylaws, the request
for the meeting shall be submitted in writing, specifying the general nature of the business proposed to be transacted and
shall be delivered personally or sent by registered mail or by telegraph to the President or Secretary of the corporation.
The officer receiving the request shall promptly cause notice to be given to the members entitled to vote that a meeting will
be held, stating the date of the meeting.
The date for such meeting shall be fixed by the Board and shall not be less than thirty-five (35) nor more than ninety (90) days
after the receipt of the request for the meeting by the officer. If the notice is not given within twenty (20) days after the
receipt of the request, persons calling the meeting may give the notice themselves.
Waiver of Notice of Meetings. The transactions of any meeting of members, however called and noticed, and wherever held, shall
be as valid as though taken at a meeting duly held after regular call and notice, if a quorum is present either in person or by
proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy,
signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such
waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Waiver
of notices or consents need not specify either the business to be transacted or the purpose of any regular or special meeting
of members, except that if action is taken or proposed to be taken for approval of any of the matters specified in paragraph F
of this section, the waiver of notice or consent shall state the general nature of the proposal.
Special Notice Rules for Approving Certain Proposals. If action is proposed to be taken or is taken with respect to the
following proposals, such action shall be invalid unless unanimously approved by those entitled to vote:
Removal of Directors without cause;
Filling of vacancies on the Board by members;
Amending the Articles of Incorporation;
An election to voluntarily wind up and dissolve the corporation.
SECTION 5. QUORUM REQUIREMENTS
A quorum shall consist of thirty percent of the voting members of the corporation.
The members present at a duly called and held meeting at which a quorum is initially present may continue to do business
notwithstanding the loss of a quorum at the meeting for any reason, provided that any action taken after the loss of a
quorum must later be approved by at least a majority of the members required to constitute a quorum.
In the absence of a quorum, any meeting of the members may be adjourned by the vote of a majority of the members represented
in person or by proxy at the meeting, but no other business shall be transacted at such meeting.
When a meeting is adjourned for lack of a sufficient number of members in attendance to conduct business, it shall not be
necessary to give any notice of the time and place of the adjourned meeting or of the business intended to be transacted
there, other than by recording, at the meeting at which the adjournment is taken, the time and place wherein adjournment
occurred. However, if after the adjournment a new record date is fixed for notice or voting by the members, the notification
process must be repeated, stating the new time, date and place.
SECTION 6. MAJORITY ACTION AS MEMBERSHIP ACTION
Every action taken, or decision made by a majority of voting members present in person or represented by proxy at a duly held
meeting at which a quorum is present is the act of the members, unless the law, the Articles of Incorporation, or these Bylaws
require a greater number.
SECTION 7. VOTING RIGHTS
Each person who is determined to be a member in good standing under Article III of these Bylaws is entitled to one vote on
each matter submitted to vote by the members. Any person not determined to be a member by these same criteria at the time
of voting, shall not vote. The Treasurer, at the time of voting, shall have available a current list of members eligible
Voting at duly held meetings may be voice vote or written ballot. Election of Directors and the election of officers,
however, shall be by ballot.
SECTION 8. PROXY VOTING
Members shall have the right to vote either in person or by written proxy executed by the members duly authorized agent and
filed with the Secretary of the corporation. No proxy shall be valid after the close of the fiscal year in which it was
executed. No proxy shall be irrevocable. Any proxy may be revoked, following procedures given in Title 29 of the District
of Columbia Code.
Proxies may originate with the individual member who wishes to utilize this manner of voting, or with the Board of Directors.
In the former case, they may be one of two types: (1) vote-specific, authorizing the member's agent to vote only for particular
candidates or issues appearing on the ballot and (2) general "Powers-of-Attorney", authorizing the member's agent to vote as
he or she sees fit on such issues. In the case of proxies originated by the Board, they must state the general nature of the
matter to be voted on, and list those persons who were nominees for office at the time notice of the vote for election was
given to members.
Any proxy which a member marks "withhold" shall not be voted either for or against the election of that given nominee for
office, or given proposition.
Proxies originated by the individual member shall:
Be written or typed, not orally transmitted.
State clearly the member's wishes in regards to the vote, whether for offices, individuals, or other matters under consideration.
Be signed and dated.
Proxies shall afford an opportunity for the member to specify a choice between approval and disapproval of each matter or group
of related matters intended, at the time the proxy is distributed, to be acted upon at the meeting for which the proxy is
solicited. The proxy shall also provide that when the person solicited specifies a choice with respect to any such matter,
the vote shall cast in accordance therewith.
SECTION 9. CONDUCT OF MEETINGS
Meetings of members shall be presided over by the President of the corporation or, in his or her absence, by a Chair chosen by
a majority of the Board of Directors. The Secretary of the corporation shall act as Secretary of all meetings of members. In
the Secretary's absence, the presiding officer shall appoint another person to act as Secretary of the meeting.
Meetings shall be governed by the most recent edition of Robert's Rules of Order, as such rules may be revised from time to
time, insofar as such rules are not inconsistent with or in conflict with these Bylaws, with the Articles of Incorporation of
this corporation, or with any provision of law.
SECTION 10. ACTION BY WRITTEN BALLOT WITHOUT A MEETING
Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the corporation
distributes a written ballot to every member entitled to vote on the matter. The ballot shall set forth the proposed action,
provide an opportunity to specify approval or disapproval of each proposal, provide that where the person solicited specifies
a choice with respect to any such proposal the vote shall be cast in accordance therewith, and provide a reasonable time within
which to return the ballot to the corporation. Ballots shall be mailed or delivered in the manner required for giving notice of
meetings specified in Section 4(B) of this Article.
All written ballots shall also indicate the number of responses needed to meet the quorum requirement and, except for ballots
soliciting votes for the election of Directors, shall state the percentage of approvals necessary to pass the measure submitted.
The ballots must specify the time by which they must be received by the corporation in order to be counted.
Approval of action by written ballot shall be valid only when the number of votes cast by ballot within the time period specified
equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or
exceeds the number of votes that would be required to approve the action at a meeting at which the total number of votes cast
was the same as the number of votes cast by ballot.
Directors shall be elected by written ballot. Such ballots shall list the persons nominated at the time that the ballots are
mailed or delivered. If any ballots are returned marked "withhold" or otherwise marked in a manner indicating that the authority
to vote for the election of Directors is declined, they shall not be counted as votes either for or against the election of a
A written ballot may not be revoked after its receipt by the corporation or its deposit in the mail, whichever occurs first.
SECTION 11. REASONABLE NOMINATION AND ELECTION PROCEDURES
This corporation shall make available to members reasonable nomination and election procedures with respect to the election of
Directors by members. Such procedures shall be reasonable given the nature, size, and operation of the corporation, and shall
A reasonable means of nominating person for election as Directors.
A reasonable opportunity for any nominee to communicate to the members the nominee's qualifications and the reasons for the
A reasonable opportunity for all nominees to solicit votes.
A reasonable opportunity for all members to choose among the nominees.
Upon the written request by any nominee for election to the Board and the payment with such request of the reasonable costs of
mailing (including postage) the corporation shall, within ten (10) business days after such request (provided payment has been
made) mail to all members or such portion of them that the nominee may reasonable specify, any material which the nominee shall
furnish and which is reasonably related to the election, unless the corporation within five (5) business days after the request
allows the nominee, at the corporation's option, the right to do either of the following:
Inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business
days' prior written demand upon the corporation, which demand shall state the purpose for which the inspection rights are
Obtain from the Secretary, upon written demand and payment of a reasonable charge, a list of the names, addresses, and voting
rights of those member entitled to vote for the election of Directors, as of the most recent record date for which it has
been compiled or as of any date specified by the nominee subsequent to the date of demand. The demand shall state the
purpose for which the list is requested and the membership list shall be made available on or before the later of ten (10)
business days after the demand is received or after the date specified therein as the date as of which the list is to be
If the corporation distributes any written election material soliciting votes for any nominee for Director at the corporation's
expense, it shall make available, at the corporation's expense, to each other nominee, in or with the same material, the same
amount of space that is provided any other nominee, with equal prominence, to be used by the nominee for a purpose reasonably
related to the election.
Generally, any person who is qualified to be elected to the Board of Directors shall be nominated at the annual meeting of
members held for the purpose of electing Directors by any member present at the meeting in person or by proxy.
SECTION 12. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Except as otherwise provided in these Bylaws, any action required, or permitted, to be taken by the members may be taken without
a meeting, if and only if all members shall individually or collectively consent in writing to the action. The written consent
or consents shall be filed with the minutes of the proceedings of the members. The action by written consent shall have the same
force and effect as the unanimous vote of the members.
SECTION 13. RECORD DATE FOR MEETINGS
Not withstanding any provision of these Bylaws, no fixing of the record date for purposes of determining the members entitled
to notice, voting rights, written ballot rights, or any other right with respect to a meeting of members or any other lawful
membership action, shall contravene Title 29 of the District of Columbia Code.