WASHINGTON RENEGADES RUGBY FOOTBALL CLUB
A Nonprofit Corporation of the District of Columbia
ARTICLE IX - CORPORATE RECORDS, REPORTS AND SEAL
(adopted 4 June 2000)
SECTION 1. MAINTENANCE OF CORPORATE RECORDS
The corporation shall keep at its principal office in the District of Columbia:
Minutes of all meetings of Directors, committees of the Board, and all meetings of members, indicating the time and place at
which such meetings were held, whether regular or special, how called, notice given, the names of those present, and the
Minutes relating to business transactions, adequate and correct books and records of accounts, including accounts of
properties, corporate holdings, belongings, assets, liabilities, receipts, disbursements, gains and losses.
A record of its members, indicating their names and addresses and, if applicable, the termination date of any membership.
A copy of the corporation's Articles of Incorporation and Bylaws as amended to date, which shall be open to inspection by the
members of the corporation at all reasonable times, or by prearrangement.
SECTION 2. CORPORATE SEAL
The Board of Directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of
the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument.
SECTION 3. DIRECTORS' INSPECTION RIGHTS
Every Director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of
every kind and to inspect the physical properties of the corporation.
SECTION 4. MEMBERS' INSPECTION RIGHTS
Each and every member shall have the following inspection rights, for a purpose reasonably related to such person's interest as a
To inspect and copy the record of all members' names, addresses and voting rights, at reasonable times, upon five (5) business
days' prior written demand on the corporation, which demand shall state the purpose for which the inspection rights are requested.
To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of
the board, upon written demand on the corporation by the member, for a purpose reasonably related to such person's interests as
SECTION 5. RIGHT TO COPY AND MAKE EXTRACTS
Any inspection under the provisions of this Article may be made in person or by agent or attorney and the right to inspection
includes the right to copy and make extracts.
SECTION 6. ANNUAL REPORT
The Board shall cause an annual report to be furnished not later than one hundred and twenty (120) days after the close of the
corporation's fiscal year to all Directors of the corporation and to any member who requests it in writing, which report shall
contain the following information in appropriate detail:
The assets and liabilities, including the trust funds, of the corporation as of the end of the fiscal year.
The principal changed in assets and liabilities, including trust funds, during the fiscal year.
The revenue or receipts of the corporation, both unrestricted and restricted to particular purposes, for both general and
restricted purposes, during the fiscal year.
The expenses or disbursements of the corporation, for both general and restricted purposes, during the fiscal year.
Any information required by Section 7 of this Article. The annual report shall be accompanied by any report thereon of
independent accountants, or, if there is no such report, the certificate of an authorized officer of the corporation that
such statements were prepared without audit from the books and records of the corporation.
SECTION 7. ANNUAL STATEMENT OF SPECIFIC TRANSACTIONS TO MEMBERS
This corporation shall mail or deliver to all Directors and any and all members a statement within one hundred and twenty (120)
days after the close of its fiscal year which briefly describes the amount and circumstances of any indemnification or any
transaction in which the corporation or its parent or its subsidiary was a party, and in which either of the following had a
direct or indirect material financial interest:
any director of officer of the corporation, or its parent or its subsidiary (a meter common directorship shall not be
considered a material financial interest); or
any holder of more than ten percent (10%) of the voting power of the corporation, its parent or its subsidiary.
The above statement need only be provided with respect to a transaction during the previous fiscal year involving more than
TEN THOUSAND DOLLARS ($10,000.00) or which was one of a number of transactions with the same person or entity involving, in the
aggregate, more than TEN THOUSAND DOLLARS ($10,000.00).
Similarly, the statement need only be provided with respect to indemnification or advances aggregating more than TEN THOUSAND
DOLLARS ($10,000.00) paid during the previous fiscal year to any Director or officer, except that no such statement need be
made if such indemnification was approved by the members.
If this corporation has more than one hundred (100) members or more than TEN THOUSAND DOLLARS ($10,000.00) in assets at any
time during the fiscal year, this corporation shall automatically send the annual report to all members, in such manner, at
such time, and with such contents, including an accompanying report from independent accountants or certification of a corporate
officer, as specified by the above provisions of this Section relating to the annual report.
Any statement required by this Section shall briefly describe the names of the interested persons involved in such transactions,
stating each person's relationship to the corporation, the nature of such person's interest in the transaction and, where
practical, the amount of such interest; provided, that in the case of a transaction with a partnership of which such person is
a partner, only the interest of the partnership need be stated.
The annual report to the members shall include the information required by this Section.