WASHINGTON RENEGADES RUGBY FOOTBALL CLUB
A Nonprofit Corporation of the District of Columbia
ARTICLE V - DIRECTORS
(adopted 7 December 2008)
SECTION 1. NUMBER
As provided for in the Articles of Incorporation, the corporation shall have seven (7) Directors. Collectively, they shall be
known as the Board of Directors. The Officers of President, Treasurer and Secretary shall each, by right of said officer, be a
director of the corporation as well. The number and duties of Officers is detailed in Article 6.
SECTION 2. POWERS
Subject to the provisions of the District of Columbia Code and any limitations in the Articles of Incorporation, and Bylaws
relating to action required or permitted to be taken or approved by the member, if any, of this corporation, the activities and
affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board
SECTION 3. DUTIES
It shall be the duty of the Directors to:
Perform any and all duties imposed upon them collectively or individually by law, by the Articles of Incorporation of this
corporation, or by these Bylaws.
Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the
compensation, if any, of all officers, agents, and employees of the corporation.
Supervise all officers, agents and employees of the corporation to assure that their duties are performed properly.
Meet at such times and places as required by these Bylaws.
Register their addresses with the Secretary of the corporation and insure that notices of meetings mailed or otherwise directed
to them at such addresses shall be valid notices thereof.
- Raise the necessary funds to conduct the business of the corporation through active individual and collective participation in fundraising endeavors.
SECTION 4. TERMS OF OFFICE
The Term of office for each Director and Officer shall be one (1) year. Each Director and Officer elected shall take office on
January first (1st), following the annual meeting in December of each year, and shall hold office through the thirty-first (31st)
of December that year, unless the office is vacated as provided for in these Bylaws.
SECTION 5. COMPENSATION
Directors shall serve without compensation except that they shall be allowed and paid their actual and necessary expenses incurred
in attending Directors meetings. In addition, they shall be allowed reasonable advancement or reimbursement for expenses incurred
in the performance of their regular duties as specified in Section 3 of this Article. Directors may not be compensated for
rendering services to the corporation in any capacity other than Director unless such other compensation is reasonable and is
allowable under the provisions of Section 6 of this Article.
SECTION 6. RESTRICTION REGARDING INTERESTED DIRECTORS
Notwithstanding any other provision of these Bylaws, not more than forty-nine percent (49%) of the persons serving on the Board
may be interested persons. For purposes of this Section, "interested persons" means either:
Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months,
whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable
compensation paid to a Director as Director; or
Any brother, sister, ancestor, descendant, married or unmarried spouse, legal domestic partner, brother-in-law, sister-in-law,
daughter-in-law, mother-in-law, father-in-law of the officer, or any person with joint financial interests with any such person.
SECTION 7. PLACE OF MEETINGS
Meetings shall be held at the principal office of the corporation unless otherwise provided by the Board or at such place within
or without the District of Columbia which has been designated from time to time by resolution of the Board of Directors. In the
absence of such designation, any meeting not held at the principal office of the corporation shall be valid only if held on the
written consent of all Directors given either before or after the meeting and filed with the Secretary of the corporation after
all Board members have been given written notice of the meeting as hereinafter provided for special meetings of the Board. Any
special meeting may be held by conference telephone or similar communication equipment, so long as all Directors participating
in such meeting can readily communicate with all of the others.
SECTION 8. REGULAR MEETINGS
The day and time of regular meetings of the Board shall be set and noticed not less than fourteen (14) days before the date of the meeting, and shall be scheduled and noticed a minimum of one time per month.
The Board, by majority vote, may enter into Executive Session during a regular Board Meeting to discuss personnel or individual
membership matters. Executive Sessions may be limited to Directors only.
No formal actions may be taken during an Executive Session.
SECTION 9. SPECIAL MEETINGS
Special meetings of the Board of Directors may be called by any two officers or Directors. Such meetings shall be held at a place
designated by the person or persons calling the meeting, provided all those concerned may conveniently attend, and in the absence
of such designation, at the principal offices of the corporation. Special meetings are understood, by their nature, to be limited
to consideration and discussion of matters of extreme urgency.
SECTION 10. NOTICE OF SPECIAL MEETINGS AND CONTENT OF NOTICE
Due to the urgent nature of special meetings, notice of the members is not required of the Board of Directors, save notice of such
members, officers, employees or agents as may be applicable to the subject of the meeting. Notice may be by mail, telephone, in
person, or by whatever means is most expeditious. The subject, import and outcome of such meetings shall be conveyed to the
membership as soon as possible thereafter.
Any notice shall specify the place, day and hour of the meeting. The purpose of any Board meeting need not be specified in the
SECTION 11. WAIVER OF NOTICE AND CONSENT TO HOLDING MEETINGS
The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though the meeting had
been duly held after proper call and notice, provided a quorum, as hereinafter defined, is present and provided that either before
or after the meeting each director not present signs a waiver of notice, a consent to holding the meeting, or an approval of the
minutes thereof. All such waivers, consents, or approvals, shall be filed with the corporate records or made a part of the minutes
of the meeting.
SECTION 12. QUORUM REQUIREMENTS
A quorum shall consist of a simple majority of the Board of Directors. Except as otherwise provided in these Bylaws or in the
Articles of Incorporation of this corporation, or by law, no business shall be considered by the Board at any meeting at which
a quorum, as hereinafter defined, is not present, and the only motion which the Chair shall entertain at such meeting is a
motion to adjourn. However, a majority of the Directors present at such meeting may adjourn from time to time until the time
fixed for the next regular meeting of the Board.
When a meeting is adjourned for lack of a quorum, it shall not be necessary to give any notice of the time and place of the
adjourned meeting or of the business to be transacted at such meeting, other than by announcement at the meeting at which the
adjournment is taken, except as provided in Section 10 of this Article.
The Directors 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 due to a withdrawal of Directors from the meeting, provided that any action
thereafter taken must be approved by at least a majority of the required quorum for such meeting or such greater percentage as
may be required by law, or the Articles of Incorporation or Bylaws of this corporation.
SECTION 13. MAJORITY ACTION AS BOARD ACTION
Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is
the act of the Board of Directors, unless the Articles of Incorporation or Bylaws of this corporation, or provisions of the
District of Columbia Code, particularly those provision relating to appointment of committees, approval of contracts or
transactions in which a Director has a material financial interest, and indemnification of directors, require a greater percentage
or different voting rules for approval of a matter by the Board.
SECTION 14. CONDUCT OF MEETINGS
Meetings of the Board of Directors shall be presided over by the President of the Corporation or, in the President's absence,
by a Chair chosen by a majority of the Directors present at the meeting. The Secretary of the corporation shall act as Secretary
of all meetings of the Board, provided that in the Secretary's absence, the presiding officer shall appoint another person to
act as Secretary of the Meeting.
Meetings shall be governed by Roberts' 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
provisions of law.
SECTION 15. ACTION BY UNANIMOUS WRITTEN CONSENT WITHOUT MEETING
Any action required or permitted to be taken by the Board of directors under any provision of law may be taken without a meeting, if
all members of the Board shall individually or collectively consent in writing to such action. For the purposes of this Section
only, "all members of the Board" shall not include any "interested Director" as defined in Title 29 of the District of Columbia
Code. Such written consent or consents shall be filed with the minutes of the proceedings of the Board.
Such action by written consent shall have the same force and effect as the unanimous vote of the Directors. Any certificate or other
document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written
consent of the Board of Directors without a meeting and that the Bylaws of this corporation authorize the directors to do act, and
such statement shall be prima facie evidence of such authority.
SECTION 16. VACANCIES
Vacancies on the Board of Directors shall exist upon the death, resignation, or removal of any Director.
The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of the
court, convicted of a felony, or been found by a final order or judgment of any court to have breached any duty in Title 29 of
the District of Columbia Code, has missed more than half of the regular meetings of the Board of Directors, or by Resolution of
Any Director may resign effective upon giving written notice to the President, the Secretary, or the Board of Directors, unless
the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the corporation would
then be left without a duly elected Director or Directors in charge of its affairs, except as provided for in Title 29 of the
District of Columbia Code.
Vacancies on the Board may be filled pursuant to Article IV of these Bylaws. Filling a vacancy in the office of President,
Treasurer or Secretary shall be governed by Article VI, Section 5 of these Bylaws. A person elected to fill such vacancy shall
hold office until the expiration of the remainder of the term of the Director being replaced, or until their death, resignation
or removal from office.
SECTION 17. NONLIABILITY OF DIRECTORS
The Directors shall not be, as such, personally liable for the debts, liabilities, or other obligations of the corporation.
SECTION 18. CORPORATE INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER CORPORATE AGENTS
To the extent that a person who is, or was, a Director, officer, employee or other agent of this corporation has been successful
on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against
such person by reason of the fact that he or she is, or was, an agent of the corporation, or has been successful in defense of
any claim issue, or matter therein, such person shall be indemnified against expenses actually and reasonably incurred by the
person in connection with such proceeding.
If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses,
judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by
this corporation by only to the extent allowed by, and in accordance with the requirements of Title 29 of the District of
SECTION 19. INSURANCE FOR CORPORATE AGENTS
The Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance of behalf of any agent of the
corporation (including a Director, officer, employee or other agent of the corporation) against any liability other than for
violating provisions of law relating to self-dealing asserted against or incurred by the agent in such capacity or arising out
of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability
under the provisions of Title 29 of the District of Columbia Code.