By-laws

By-laws

Massachusetts Youth Rugby Organization

Article 1

Name and Affiliation

The name of the organization shall be Massachusetts Youth Rugby Organization, Inc. hereinafter referred to as MYRO. MYRO is a member of the United States of America Rugby Football Union and affiliated with the New England Rugby Football Union.

Article 2

Address

The business address of the Organization shall be that listed on the annual corporate filing with the Secretary of State. The on-line address of the Organization shall be MassachusettsYouthRugby.org or MYRugby.Org

Article 3

Mission and Objectives

MYRO has the dual mission of:

  1. Promoting, encouraging and developing the sport of rugby by providing school, community and regional youth programs with administrative, organizational, coaching and fund-raising support within the framework established by USA Rugby; and

  2. Developing the players by providing them with an environment which welcomes every child who wishes to play; respects all of the participants – players, coaches, referees, parents and fans; and values effort, integrity and sportsmanship as much as winning.

The objectives of MYRO shall be:

  1. To support, educate, promote and foster the development of Youth Rugby in Massachusetts.

  2. To advocate adherence to the Laws of Rugby Union Football as promulgated by the International Rugby Board.

  3. To deliver education, programs, and services, to enable Rugby programs and participating athletes to achieve their maximum potential as athletes and individuals.

  4. To provide structure and support for Rookie Rugby, competitive age grade (contact or non-contact) or High School program(s) and high performance youth rugby opportunities.

Article 4

Not for Profit

The Massachusetts Youth Rugby Organization shall be organized exclusively for one or more purposes as specified in section 501(c) (3) of the Internal Revenue Code, and enumerated in Article IV of the Articles of Organization and Article 4 of the bylaws.

Article 5

Membership and Dues

  1. Membership in the Organization shall be open to any organization or person interested in the promotion and development of Youth Rugby and agreeing to conform to the Articles of Organization, the Bylaws and the written policies of MYRO and USA Rugby.

    1. The Executive Committee shall have complete authority to set membership class and dues structure.

    2. A notice of any planned change in the dues structure must be sent to the membership not less than thirty (30) days before it is to go into effect so that members may have time to review the changes and provide comments to the Executive Committee.

  2. Categories of Membership:

    1. Organizational Member: an organization which has been granted membership by MYRO and directly sponsors and supports a Rookie Rugby, competitive age grade (contact or non-contact) or High School program(s)

      1. Only Organizational Members in good standing shall be recognized as eligible to vote for MYRO officers or on questions put before the membership. Each Organizational Member shall have one vote.

      2. Organizational members must meet the membership requirements of MYRO and USA Rugby in order to be in good standing and to participate in the governance of MYRO and any events sponsored by or in conjunction with USA Rugby or MYRO.

    2. Individual Member: an individual who wishes to play, coach, manage, or be part of the administration and/or support staff/structure of any organizational member. Individual members serving as coaches are subject to background checks and required to complete all mandated health, safety and coaching courses as determined by either MYRO or USA Rugby.

    3. Organizational Supporting Member: an organization or institution which has an involvement with or commitment to the development of youth rugby in Massachusetts but does not directly sponsor and/or support a program or team.

    4. Individual Supporting Member: an individual who is not a member of or directly involved with any organization participating in USA Rugby or MYRO sponsored activities but wishes to support the programs and mission of MYRO.

Article 6

Board of Directors

  1. There shall be a Board of Directors who shall be responsible for the long term, strategic planning for MYRO; for ensuring that MYRO remains focused on its mission; for developing revenue and marketing plans to maintain the fiscal health of MYRO, and for working with the Officers to align annual operations with long term goals.

  2. The Board of Directors shall review all contracts, personnel actions and sponsorships, and must approve any arrangement, obligation or commitment MYRO shall have that is in excess of one calendar year in duration.

  3. The Board of Directors shall consist of not less than 7 or more than 9 members. The positions of President and Treasurer of MYRO shall always be members of the Board and included in its numbers.

  4. The Board of Directors shall select a Chair and Vice Chair from the members.

  5. Each year, between June 1 and August 1, the Board shall solicit nominations for vacant at-large positions through the Officers and membership. The Board shall review the nominations and select new at-large board members from them.

  6. Sitting at-large Board members may be nominated to continue in their position for two additional terms (i.e. a total of six years)

  7. If the sitting Board members do not reach unanimous consensus on the new members, a vote will be held and new members elected. Regardless of the vote total, no at-large Board member may be elected without the vote of either the president or treasurer.

  8. The Board members will begin serving on January 1 of the following year and their terms shall be for two years.

  9. When a vacancy(ies) exist on the Board, whether through resignation or other reason more than six months prior to the next scheduled AGM, the Board may solicit nominations through the officers and members for 30 days and then fill the vacancy.

  10. Each Board Member will be subject to the Conflict of Interest Policy contained in Appendix 2 and shall sign the Acknowledgement of Policies & Disclosure of Conflicts of Interest Form to show that they have read and understand this policy.

Article 7

Officers and Leadership Committee Members

  1. The Officers of the Organization shall be a President, Vice President, Secretary/Clerk and Treasurer, as officers of the Corporation. They shall collectively be known as the Executive Committee and have the responsibilities assigned below.

  2. Officers’ Responsibilities:

    1. The President shall be the chief executive officer of MYRO. The duties of the President are contained in the Job Description in Appendix 1.

    2. The Vice President shall assume the President’s duties in the absence of the President. The duties of the Vice-President are contained in the Job Description in Appendix 1.

    3. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books of account. The duties of the Treasurer are contained in the Job Description in Appendix 1.

    4. The Secretary/Clerk shall be responsible for keeping all records of the organization. The duties of the Treasurer are contained in the Job Description in Appendix 1.

  3. In addition there shall at least two but not more than four additional elected positions, with duties as described below. Collectively, the Officers and other elected positions shall be known as the Leadership Committee.

  4. Term of office: Officers and Leadership Committee (“Committee”) Members shall serve for the interval between Annual General Meetings. If an office becomes vacant during the course of a term, the Leadership Committee shall select a replacement by majority vote at the next Committee meeting.

  5. Conflict of Interest: Each Officer and Committee Member will be subject to the Conflict of Interest Policy contained in Appendix 2 and shall sign the Acknowledgement of Policies & Disclosure of Conflicts of Interest Form to show that they have read and understand this policy.

Article 7

Leadership Committee Members

  1. Committee Members shall assist the Executive Committee in the management of MYRO by leading/overseeing/coordinating committees and task forces (standing or ad hoc) as required for the success of the organization.

  2. One Committee Member shall be elected at the Annual General Meeting, whose primary responsibility will be to serve as the Chair of the High School Competition Committee.

  3. One Committee Member shall be elected at the Annual General Meeting, whose primary responsibility will to be to serve as the Chair of the Rookie Rugby Development Committee.

  4. Nominations will be taken and elections held for two Committee Members who will serve as At Large members, taking on responsibilities assigned by the Executive Committee as needed for the efficient and effective running of MYRO.

    1. If one or both of the At-Large Committee member positions are not filled at the AGM, they will remain vacant, unless the Executive Committee determines there is a need for the position(s) and solicits volunteers. If there are multiple candidates, a special election, run by the Clerk/Secretary will be held via online voting to fill such vacancy.

  5. Each year, no later than 90 days after the AGM, the Leadership Committee shall publish a Plan of Action for the year that will be effective until a subsequent plan is published. The Plan of Action shall detail the steps to be taken by each standing committee to achieve its objectives during the membership year.

    1. The plan of action shall be reviewed and approved by the Board of Directors before publication.

    2. The plan of action will be distributed to all members, either electronically or in print.

Article 8

Committees

  1. Executive Committee

  2. The Executive Committee shall be responsible for the day-to-day operations of MYRO as a body and through the duties assigned to the member Officers.

  3. The Executive Committee shall report the status of MYRO at the AGM.

  4. The Executive Committee shall authorize all disbursements, and manage MYRO’s finances,

  5. The Executive Committee shall: (a) provide that all notices are served in accordance with these bylaws or as required by law; (b) be custodian of the corporate records; (c) when requested or required, authenticate any records of the corporation.

  6. The Executive Committee shall establish temporary (Ad-Hoc) Committees as needed to conduct the business of MYRO and appoint temporary Committee Chairs.

  7. Standing Committees

Standing Committees shall address areas of operation which are central to the mission of MYRO and which require action on a regular basis. The duties of the Standing Committees, except the Disciplinary Committee, are contained in the Appendix 3 and shall be reviewed by the Officers and the Committee Chair each year following the AGM and rewritten as needed.

All actions/recommendations of standing committees are subject to review and approval by the Executive Committee.

High School Competition Committee: will propose and develop policies and procedures for the management of High School competition, consistent with the Laws and regulations of the IRB and USA Rugby. It will be chaired by the Committee member elected at the AGM to chair this committee.

    1. The Committee will take into consideration the policies, regulations and calendar of the Massachusetts Interscholastic Athletic Association, understanding that MYRO’s long term goal for High School Rugby is to have it recognized as a high school varsity sport.

  2. Rookie Rugby Committee: will work to grow the game of rugby among young people below high school age, through development of non-contactprograms and leagues designed to introduce the sport and increase participation in schools and in community based programs, through public and non-profit recreational programs. It will be chaired by the Committee member elected at the AGM to head this committee.

  3. Discipline Committee: The President shall appoint a three member Discipline Committee, including at least one member of the New England Rugby Referees Society but no Committee Member except an At-Large member may serve on the Disciplinary Committee. In addition to responding to all Referee Reports and complaints about behavior at matches, the Disciplinary will also act affirmatively to develop a code of conduct for Coaches and Players and policies intended to educate coaches, players, administrators, parents and fans about respectful and safe conduct on and off the pitch at matches.

    1. The Disciplinary Committee shall operate within the framework provided by the IRB, USA Rugby and the regional Geographic Union.

Article 9

Meetings

  1. The Annual General Meeting(AGM) shall be held between September 1 and October 1 of each year at a date, time and venue selected by the Executive Committee

  2. The Executive Committee shall meet at the discretion of the President, but not less than once per quarter.

  3. The Leadership Committee shall meet at the discretion of the President. There shall be a minimum of two (2) meetings, with at least one to be held: between the December 1 and January 1 and at least one to be held between June 15 and September 1.

  4. A special meeting of the Leadership Committee may be held at the call of 50% of the Directors provided the test for waiver of notice is met in accordance with Article 10, Section 4 of the Bylaws.

  5. Executive Committee and Leadership Committee meetings may be held via conference call, online or as otherwise determined by the Executive Committee members.

Article 10

Notice

  1. Notice of MYRO meetings and official MYRO business shall be by email or US Postal Service.

  2. Notice of the AGM shall be distributed so as to be received at a minimum of thirty (30) days in advance.

  3. Notice of any special MYRO membership meetings shall be distributed so as to be received at a minimum of fifteen (15) days in advance.

  4. Notice of Directors meetings shall be distributed so as to be received at a minimum of seven (7) days in advance.

  5. Waiver of notice for special Leadership Committee meeting.

    1. Notice may be waived if the following conditions are met:

      1. The President calls the emergency meeting and the reason for the meeting is stated in the call.

      2. Only business stated in the call shall be addressed.

    2. A minimum of 2/3 of the Committee members must be in attendance and agree to the need for an emergency meeting. If there are less than 2/3 present and in agreement, then the special Leadership Committee meeting shall be adjourned.

Article 11

Quorum

  1. After the initial meeting MYRO AGM in 2010, a quorum for the Annual General Meeting or any special MYRO membership meeting provided proper notice is given, shall be those members present, provided it is not less than one-fifth of the eligible voting membership and the quorum is not challenged by an eligible member (Article 5.B.1) at that time.

  2. For purposes of establishing a quorum at MYRO membership meetings, only member organizations in good standing will be counted,

  3. For purposes of conducting a vote, each member organization will be given one vote and each of the members of the Executive Committee shall receive one vote

  4. A quorum for any Leadership Committee Meeting, provided proper notice is given, shall be those members present.

Article 12

Elections

  1. The President, Vice President, Secretary/Clerk, Treasurer and the Committee Members shall be elected at the AGM. Only representatives of Organizational Members (Article 5.C.1) shall participate in the elections. A majority vote shall elect.

  2. The Executive Committee shall appoint an Elections Committee of three (3) persons from the membership.

  3. The Elections Committee shall solicit nominations and shall oversee and have sole authority over the election of the officers/Directors at the AGM.

  4. No member of the Elections Committee may be a candidate for a MYRO office.

Article 13

Reserved Powers

The powers, duties and authority not delegated to the Board of Directors, individual Officers, Executive Committee or a Standing Committee by the Bylaws, are reserved for the Executive Committee

Article 14

Amendments

The Bylaws may be amended by a 2/3 vote of those present and in good standing at any MYRO membership meeting provided the amendment(s) to the Bylaws are submitted to the Board of Directors prior to the meeting and approved by a 2/3 majority.

A. The amendment(s) and notice of time, date and place of meeting must be given to MYRO members no less than fifteen (15) days prior to the meeting as stated in Article 9.

APPENDIX ONE: OFFICER JOB DESCRIPTIONS

Massachusetts Youth Rugby Organization, Inc.

Position Description-President

Position: President

Date Prepared: August 2012

Position Description:

Responsible for overseeing and coordinating all activities of the organization.

Responsibilities:

  1. Professionally communicates with media and parents.

  2. Schedules BOD meetings and insures timely recording, distribution and maintenance of meeting minutes by the Secretary (Clerk).

  3. Functions as an authorized signer on all bank accounts.

  4. Insures timely reconciliation and distribution of monthly financial reports, investment of idle cash, preparation of the annual operating budget and preparation of annual financial statements by the Treasurer.

  5. Insures timely annual renewal of appropriate insurance.

  6. Completes and timely files the annual documentation required by USA Rugby.

  7. Insures that all activities are in accordance with established policies and procedures and oversees the development of new policies and procedures as needed.

  8. Insures that the Secretary monitors all coaches and volunteers for appropriate background checks/CORI checks.

  9. Represents MYRO at meetings, conferences and other activities of USA Rugby, NERFU and any other governing or representative rugby organizations.

  10. Insures that MYRO rules are appropriately updated on an annual basis by the Secretary and are in accordance with USA Rugby and IRB Laws, Policy and Procedures.

  11. Insures that all members of the Board of Directors sign the “Acknowledgement of Policies & Disclosure of Conflicts of Interest” on an annual basis.

  12. Insures timely filing of IRS Form 990 & MA Form PC and Annual Report by the Treasurer.

Massachusetts Youth Rugby Organization, Inc.

Position Description- Vice President

Position: Vice President

Date Prepared: August 2012

Position Description:

Responsible for assisting the President with overseeing and coordinating all activities of the organization.

Responsibilities:

  1. Assists the President and other officers so that tasks are completed and responsibilities met in a timely fashion.

  2. Conducts meetings and assumes other related duties in the absence of the president.

  3. Acts as liaison between MYRO and NERFU with regard to all rugby policies and activities involving or requiring action by both organizations.

  4. Acts as liaison between MYRO and local/regional businesses, organizations, and associations for purposes of marketing, publicity, fund raising etc.

  5. Along with the President works with USARugby to promote rugby within the SBRO and the region.

  6. Identifies and coordinates venues for meetings, special events, Select Side practices and matches and MYRO tournaments.

Massachusetts Youth Rugby Organization, Inc.

Position Description-Treasurer

Position: Treasurer

Date Prepared: August 2012

Position Description:

Responsible for coordinating all financial activities of the organization.

Responsibilities:

  1. Functions as an authorized signer on all bank accounts.

  2. Processes payments to all vendors.

  3. Reconciles monthly bank statements and prepares monthly Treasurer’s Report summarizing all financial activity of the organization and distributes to the entire Board of Directors.

  4. Insures timely annual renewal of appropriate insurance.

  5. Prepares annual financial statements.

  6. Assists external CPA firm in preparing and timely filing (May 15thor granted extension due dates) the annual IRS Form 990 & MA Form PC.

  7. Insures timely filing of Annual Report with the Secretary of State on or before November 1stof each year.

  8. Prepares the annual operating budget.

  9. Invests cash funds upon direction and approval of the officers.

  10. Maintains the organization’s banking relationships and related financial documentation.

  11. Collects membership dues and payments.

Massachusetts Youth Rugby Organization, Inc.

Position Description- Secretary (Clerk)

Position: Secretary (Clerk)

Date Prepared: August 2012

Position Description:

Responsible for assisting the President with overseeing and coordinating all activities of the organization.

Responsibilities:

  1. Functions as the Secretary of the organization and records, distributes and maintains all minutes from BOD meetings.

  2. Professionally communicates with media and others requesting information from MYRO.

  3. Insures timely reconciliation and distribution of monthly financial reports, investment of idle cash, preparation of the annual operating budget and preparation of annual financial statements by the Treasurer.

  4. Insures timely annual renewal of appropriate insurance by the

  5. Completes and timely files the necessary paperwork/documentation with USA Rugby,

  6. Insures that teams and coaches comply with deadlines for registration, certification and other time limited activities.

  7. Insures that all activities are in accordance with established policies and procedures and oversees the development of new policies and procedures as needed with the President.

  8. Insures that all coaches and volunteers have appropriate background checks/CORI checks, as required by USA Rugby, MIAA or other sanctioning organizations.

  9. Insures that league rules are appropriately updated on an annual basis and are in accordance USA Rugby and IRB Laws, Policy and Procedures.

APPENDIX TWO: CONFLICT OF INTEREST POLICY

Massachusetts Youth Rugby Organization, Inc. (MYRO)

Conflict of Interest Policy

This policy is designed to assist with identifying situations that present potential conflicts of interest and to provide MYRO a procedure which, if observed, will allow a transaction to be treated as valid and binding even though an individual may have a Conflict of Interest with respect to the transaction.

  1. Conflict of Interest Defined.

Please note that word shown in Italics have been defined in section 2 of this policy

For purposes of this policy, the following circumstances shall be deemed to create Conflicts of Interest:

  1. Outside Interests.

(i) A Contract or Transaction between MYRO and a Responsible Person or Family Member.

(ii) A Contract or Transaction between MYRO and an entity in which a Responsible Person or Family Member has a Material Financial Interest or of which such person is a director, officer, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative.

  1. Outside Activities.

(i) A Responsible Person competing with MYRO in the rendering of services or in any other Contract or Transaction with a third party.

(ii) A Responsible Person’s having a Material Financial Interest in; or serving as a director, officer, employee, agent, partner, associate, trustee, personal representative, receiver, guardian, custodian, conservator or other legal representative of, or consultant to; an entity or individual that competes with MYRO in the provision of services or in any other Contract or Transaction with a third party.

Gifts, Gratuities and Entertainment.

A Responsible Person or Family Member accepting gifts, entertainment or other favors from any individual or entity that:

(i) does or is seeking to do business with, or is a competitor of MYRO; or

(ii) has received, is receiving or is seeking to receive a loan or grant, or to secure other financial commitments from MYRO;

(iii) is a not-for-profit organization operating in Massachusetts;

under circumstances where it might be inferred that such action was intended to influence or possibly would influence the Responsible Person in the performance of his or her duties. This does not preclude the acceptance of items of nominal or insignificant value or entertainment of nominal or insignificant value which are not related to any particular transaction or activity of MYRO.

Definitions.

"Material Financial Interest" in an entity is a financial interest of any kind, which, in view of all the circumstances, is substantial enough that it would, or reasonably could, affect a Responsible Person’s or Family Member’s judgment with respect to transactions to which the entity is a party. This includes all forms of compensation.

"Conflict of Interest" is any circumstance described in Part 1 of this Policy.

"Responsible Person" is any person serving as an officer, employee, or member of the Board of Directors of MYRO.

"Family Member" is a spouse, domestic partner, parent, child or spouse of a child, brother, sister, or spouse of a brother or sister, (including step and in-law relationships) of a Responsible Person.

"Contract or Transaction" is any agreement or relationship involving the sale or purchase of goods, services, or rights of any kind, the providing or receipt of a loan or grant, the establishment of any other type of pecuniary relationship, or review of a not-for-profit organization by MYRO. The making of a gift to MYRO is not deemed to be a Contract or Transaction under this conflict of interest policy.

Procedures.

  1. Prior to board or committee action on a Contract or Transaction involving a Conflict of Interest, a director or committee member having a Conflict of Interest and who is in attendance at the meeting shall disclose all facts material to the Conflict of Interest. Such disclosure shall be reflected in the minutes of the meeting.

  2. A director or committee member who plans not to attend a meeting at which he or she has reason to believe that the board or committee will act on a matter in which the person has a Conflict of Interest shall disclose to the chair of the meeting all facts material to the Conflict of Interest. The chair shall report the disclosure at the meeting and the disclosure shall be reflected in the minutes of the meeting.

  3. A person who has a Conflict of Interest shall recuse him or herself and not participate in or be permitted to hear the board’s or committee’s discussion of the matter except to disclose material facts and to respond to questions. Such person shall not attempt to exert his or her personal influence with respect to the matter, either at or outside the meeting.

  4. A person who has a Conflict of Interest with respect to a Contract or Transaction that will be voted on at a meeting shall recuse him or herself from the vote and not be counted in determining the presence of a quorum for purposes of the vote. The person having a Conflict of Interest may not vote on the Contract or Transaction and shall not be present in the meeting room when the vote is taken, unless the vote is by secret ballot. Such person’s ineligibility to vote shall be reflected in the minutes of the meeting. For purposes of this paragraph, a member of the Board of Directors of MYRO has a Conflict of Interest when he or she stands for election as an officer or for re-election as a member of the Board of Directors.

  5. Responsible Persons who are not members of the Board of Directors of MYRO, or who have a Conflict of Interest with respect to a Contract or Transaction that is not the subject of Board or committee action, shall disclose to the Chair or the Chair’s designee any Conflict of Interest that such Responsible Person has with respect to a Contract or Transaction. Such disclosure shall be made as soon as the Conflict of Interest is known to the Responsible Person. The Responsible Person shall refrain from any action that may affect MYRO’s participation in such Contract or Transaction.

In the event it is not entirely clear that a Conflict of Interest exists, the individual with the potential conflict shall disclose the circumstances to the Chair or the Chair’s designee, who shall determine whether there exists a Conflict of Interest that is subject to this policy. In the event that an undisclosed potential conflict of interest is brought to the attention of the Board of Directors, the Board will take any action deemed appropriate after discussions and votes have taken place, if necessary.

Confidentiality.

Each Responsible Person shall exercise care not to disclose confidential information acquired in connection with such status or information the disclosure of which might be adverse to the interests of MYRO. Furthermore, a Responsible Person shall not disclose or use information relating to the business of MYRO for the personal profit or advantage of the Responsible Person or a Family Member.

Review and Acknowledgement of Policies.

  1. Each Responsible Person shall annually complete an Acknowledgement of Policies & Disclosure of Conflicts of Interest Form identifying any relationships, positions or circumstances in which the Responsible Person is involved that he or she believes could contribute to a Conflict of Interest Such relationships, positions or circumstances might include service as a director of or consultant to a nonprofit organization, or ownership of a business that might provide goods or services to MYRO. Any such information regarding business interests of a Responsible Person or a Family Member shall be treated as confidential and shall generally be made available only to the President or any committee appointed to address Conflicts of Interest, except to the extent additional disclosure is necessary in connection with the implementation of this policy.

  2. Each new Responsible Person shall be required to review a copy of this policy and to acknowledge in writing that he or she has done so by completing and signing an Acknowledgement of Policies & Disclosure of Conflicts of Interest Form

  3. This policy shall be reviewed annually by each member of the Board of Directors. Any changes to the policy shall be communicated immediately to all Responsible Persons


APPENDIX THREE: DUTIES OF THE STANDING COMMITTEES

Competition Committee

Areas to be addressed will include, but not be limited to, competition calendar; divisions and conferences, including criteria for assignment; criteria and selection process for select side coaches, annual training and certification programs for high school coaches.

  1. The Chair may solicit volunteers from MYRO member High Schools to serve on the Committee but there shall be at least one committee member from each Divisional Conference. Total membership (including the Chair) shall not exceed the total number of conferences Divisions plus two.

Rookie Rugby Committee

Areas to be addressed will include, but not be limited to, developments of local promotional materials, based on those of USA Rugby; training of Rookie Rugby instructors; working to get Rookie Rugby included in school physical education curricula; establishing leagues, clinics and day camps where Rookie Rugby can be taught and played.


Accepted changes: September 20th, 2020