BYLAWS OF THE MIDWEST RUGBY FOOTBALL UNION, INC.
ARTICLE 1: NAME, LOCATION, AND NATURE
The corporation is and will be called ‘The Midwest Rugby Football Union, Inc.’ (“Midwest”). It is a not for profit corporation organized under the laws of the State of Illinois. The principal office and place of business of the Midwest will be Chicago, Illinois, or any other such place as may be designated by the Board of Directors (“Board”) of the Midwest.
The Membership of the Midwest will be composed of Clubs (“Member”) which are committed to develop, play, and advance the sport of Rugby Union Football (“Rugby”) within the Midwestern United States of America (the “Territory”).
ARTICLE 2: OBJECTIVES AND PURPOSES
The Objectives and Purposes of the Midwest are:
- The promotion, encouragement and extension of the sport of Rugby Union in all its aspects within the Territory. The Midwest will support the United States of America Rugby Football Union (“USARFU”) in its objectives, policies and contractual agreements.
- To ensure that the playing of Rugby Union within the Territory is carried out in accordance with the Laws of the Game of Rugby as framed by USARFU and the International Rugby Football Board (the “IRB”).
- To acquire assets in order to carry out these stated Objectives and Purposes.
ARTICLE 3: BOARD OF DIRECTORS
The Midwest will be governed by its Board of Directors. The membership of the Board will be composed of one representative of each ‘Full Member in Good Standing of the Midwest’ (hereinafter Member will refer to Full or Associate Member except where context and clarification indicate otherwise). The President will be the chairman of all Meetings. In his absence, this function will be assumed by the Secretary. The Board delegates the day to day administration of the Midwest to the Management Committee. The actions of the Management Committee are subject to these Bylaws and all directives of the Board.
ARTICLE 4: LOCAL AREA UNIONS (LAU or LAUs)
To facilitate the administration of the Midwest and to serve the representation of all Members of the Midwest on the Board, Local Area Unions (“LAU”, also known as subunions) will be formed within the Midwest. The formation of these LAUs is subject to the approval of the Board.
At the time of the adoption of these Bylaws, the Midwest recognizes the following nine LAUs: Allegheny, Chicago Area, Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, and Wisconsin.
Unless specific provision is made for it by the Board, the LAUs have no call on the income or moneys of the Midwest. The LAUs may raise funds using methods which are not in conflict with the Midwest.
All LAUs will have at least the following:
- A Disciplinary Committee to handle disciplinary problems associated with the behavior of players and/or Clubs involved in activities under its jurisdiction. This responsibility is in conjunction with and subject to the Midwest Disciplinary Committee policies and procedures.
- 2. A President, Treasurer, Secretary, and other necessary Officials.
An LAU may set aside dates for a tournament or league play to determine its representative in any broader based tournament or championship. It may set aside dates for select side matches involving a team representing the LAU. All Members are to encourage their players to appear in such matches.
The Board may order LAUs to merge, split up or change boundaries if the Board decides that this would facilitate the administration of the Midwest. LAUs may request permission from the Board to merge, dissolve or otherwise change its membership, provided every Member will still belong to an LAU recognized by the Midwest.
A group of Members may form a new LAU, subject to the approval of the Board, provided they meet the following criteria:
- The group contains at least four (4) Member Clubs in good standing of the Midwest.
- The group is formally organized with a President, Treasurer, Secretary, and other necessary officials.
- The group has disciplinary procedures.
- The group has offered membership to all Clubs within the geographical area, which it covers.
- The formation of the new LAU would be in the best interests of the Midwest.
A Member may resign from one LAU and join another LAU in the Midwest, subject to the approval of the Management Committee, provided:
- It is in good standing with both the Midwest and the LAU it chooses to leave.
- It is accepted as a member of the LAU which it wishes to join.
- It is in close geographical proximity with the other Members of the LAU it wishes to join.
- It is in the best interests of the Midwest that the Member change LAUs.
ARTICLE 5: MEMBERSHIP
Application for Membership in the Midwest:
A Club which desires to join the Midwest should send its application to the Secretary, sending a copy of its application to the LAU in which it is located. The Management Committee will decide whether or not the Club applying for Membership may compete during the time before its application for Membership is acted on by the Board.
An application for Membership must be received no fewer than 15 days before the General Meeting at which the application will be acted on. All Clubs which have applied for Membership in the Midwest will be invited to appear at the General Meeting at which their application will be acted on. A Club whose application for Membership is rejected will be informed of the reasons for the rejection and be invited to reapply once it has addressed those deficiencies.
The Board will note, with suspicion, the application for Membership of any Club which appears to be the reincarnation under a different name of a Club whose Membership in the Midwest was terminated, or a Club which dissolved while not in Good Standing. The Midwest may demand that the new Club cure the deficiencies of the defunct Club before its application for Membership is acted upon.
In applying for Membership, a Club must give the names and addresses of the Officers of the club, the nature of the membership of the Club (open, closed to students only, etcetera), demonstrate its ability to field a side and complete a schedule, and its agreement to adhere to these Bylaws.
A Club which becomes a Member of the Midwest prior to the Midyear General Meeting will owe dues for the entire year. A Club which becomes a member at or after the Midyear General Meeting will owe dues for half the year.
A new Member may not vote on any matters before the Board until the next General Meeting after the Meeting at which its application for Membership has been accepted by the Board. Non-Discrimination:
No Member Club may reject an individual for membership in the club on the basis of race, color, religion, national origin, ancestry, sexual orientation, or disability. A Club may discriminate on age if it is an age grade Club. A Club may discriminate on sex if it is fielding only Men or Women sides. A Club may limit its membership based on institutional factors such as enrollment in an age grade Club, high school, or college for a Club representing the institution.
Limits on Competition:
A Member may only play matches with:
- Other Members in Good Standing.
- Clubs in Good Standing of other unions recognized by USARFU.
- Clubs in Good Standing with other National Unions recognized by the iRB.
- Associate Members recognized by action of the Board. Only a Member may represent the Midwest in USARFU Championship play. The Board may waive this rule for age grade (including high school) competition.
The Board may adopt special categories for Clubs which will allow them to compete in the Territory, but does not give them Full Membership in the Midwest. Such categories could include:
- Start up Clubs which are in the process of formation. Such status must be of limited duration and a start up Club must work towards Full Membership in the Midwest.
- An “occasional” Club formed for the purpose of playing one or more specific matches/games, but not having a regular schedule.
- Any Club, society, or group of persons, and individuals who have banded together in a formal manner to advance the game of Rugby within the Territory, and who are not eligible for Full Membership in Good Standing.
- Reciprocal recognition of actions taken by other Unions.
The Board will decide what fees, if any, and other requirements it will impose on such Associate Members.
A Club which desires the status of an Associate Member within the Midwest should send its application to the Secretary, sending a copy of its application to the LAU in which it is located. The Management Committee will have 30 days to act on the application after it has been received by the Secretary.
In applying for the status of Associate Member, a Club must give the names and addresses of the Officers of the Club, the nature of the membership of the Club (open, closed to students only, etcetera), the special category for which it is applying, its qualifications for that category, and its agreement to adhere to these Bylaws.
In order to be in Good Standing with the Midwest, a Member must meet all of the following requirements:
- Be current in payment of all monies owed to the Midwest.
- Be in compliance with all the membership requirements of USARFU.
- Maintain a fixture list or agree to fully participate in a league structure to the satisfaction of the Board.
- Conform to any directives of the Board as to its standard of play, administration or general behavior.
- Follow these Bylaws.
- Be in compliance with all disciplinary actions taken by the Midwest.
- Be in good standing with its LAU.
A Member not in Good Standing will, until it cures its deficiency, lose its right to:
- Vote at Meetings.
- Have its members play on any representative side.
- Participate in any tournament or league matches organized under the auspices of the Midwest.
- Have any members of the Midwest Referee Society officiate its matches.
- Have any of its members transfer another Club without approval of the Management Committee or Board.
A Member is designated to be not in Good Standing by action of the Management Committee or the Board. Any member of the Management Committee can put forward a resolution before the Management Committee to declare a Member to be not in Good Standing. The resolution will be adopted by a majority vote of the Management Committee. The finding that a Member is not in Good Standing takes effect immediately after the vote by the Management Committee. This finding of a Member to be not in Good Standing will stand unless overridden by the Board. At the next Meeting of the Midwest, any Management Committee resolution that declared a Member to be not in Good Standing may be rejected by the Board by a majority vote of all Members who were in Good Standing at the General Meeting prior to adoption of their solution by the Management Committee.
A motion to declare a Member to be not in Good Standing may be brought before the Board at any General Meeting provided that the proposed resolution is signed by at least one-third of the Members in Good Standing of the Midwest. This resolution must be signed by the Members. An LAU may not automatically use a Member’s proxy.
An LAU may petition the Management Committee to declare a Member to be Not in Good Standing for not being in Good Standing with the LAU. The petition must state the reasons why the Member is Not in Good Standing with the LAU and ask the Management Committee to declare that the Member is Not in Good Standing with the Midwest. The petition is to be sent to the Secretary, and must be acted on within 30 days after receipt of the petition by the Secretary.
Resignation of Membership:
A Member may resign from the Midwest and join another Union only if it is in Good Standing. A Member wishing to resign will inform the Secretary, who will prepare a letter of Good Standing for the Union the Club wishes to join.
Termination of Membership:
Any Member will be liable for termination of its Membership by the Board if it is not in Good Standing for a period of six consecutive months or a total of twelve months in the past three years. A Member who is liable for termination will be so informed, and the vote on termination will be taken at the next General Meeting.
ARTICLE 6: MEETINGS
Each year, the Board will hold two regularly scheduled General Meetings. These General Meetings will be the Annual General Meeting (AGM) and the Midyear General Meeting. The Midyear General meeting will be held five to seven months after the Annual General Meeting.
A Special Meeting of the Board may be called by the President should he consider that the need arises. The President must give no fewer than 15 days notice of a Special Meeting. Special Meetings may be conducted by conference call provided there is at least two-thirds Membership representation during the call.
A Special Meeting will be called by the President if he receives written requests to do so from one-third of the Members in Good Standing. This request must be signed by the Members. An e-mail may serve as a signed, written request, if it is received from a verifiable address of a Member, or a verifiable address of an officer of a Member. An LAU may not automatically use a Member’s proxy in the case of calling for a Special Meeting.
A Special Meeting will be called no fewer than 15 days nor more than 30 days after the date by which the necessary number of requests are received.
A Special Meeting may only address the issue or issues for which the Special Meeting was called. No Special Meeting may be called fewer than 30 days before a General Meeting.
Only Full Members are allowed to vote, i.e., Associate Members do not have a vote. Each Member of the Midwest will have a single vote. A Member must be in Good Standing in order to vote. Proxy votes are permitted, as specified in these Bylaws. All votes of the Board will be decided by a simple majority of the Members in Good Standing represented at the Meeting except for those votes requiring special majorities as noted in these Bylaws.
A quorum for a Meeting will be representatives of two-thirds of the Members in Good Standing of the
Midwest. If the Meeting is a General Meeting, the Member must be present in person or represented by proxy, either written, or allowed to an Officer of their LAU. If the Meeting is a Special Meeting, the Member must be present in person, by written proxy, by telephone, or other verifiable means. Several Members may be represented by a single individual who holds written permission will have their proxy votes.
Date, Time, and Place:
The date, time and place of each General Meeting will be set at the previous General Meeting by the President and approved by the Board. Notice of a General Meeting is to be sent out at least 30 days prior to that Meeting.
ARTICLE 7: OFFICERS
An individual may only hold one elected officer position at the same time within the Midwest. However, an elected officer may also serve as a Midwest representative to the USARFU Board. An elected Midwest Official may hold an LAU office as well, however, may not vote the LAU proxy votes at a General meeting.
The Officers of the Midwest are:
- The President of the Midwest will be the Chief Executive Officer of the Midwest and will have general and active supervision over the business of the Midwest and over its several officers, subject to the approval of the Board.
- Responsible for long term strategic planning for the Midwest.
The Vice President of Competition –
The Vice President of Competition will:
- Coordinate all Midwest competitions, tournaments, tours and events specifically classified as Midwest events.
- Coordinate all incoming and outgoing tours of the Midwest in accordance with the Rules and Regulations for Tours adopted by the Board.
- Coordinate all playing matters with regard to all Midwest Select Sides. This includes the establishment of selection committees and selection criteria for each individual Midwest Select Side (Subject to the approval of the Management Committee).
- Appoint the coaches for all Midwest Select Sides (Subject to the approval of the Management Committee).
- Appoint managers for all Select Side teams.
- Organize all competitions to determine Midwest Champions and Midwest representatives in Championship play organized by USARFU in all categories and age groups.
- Shall act as the Chairperson to the Competitive Region as defined by USA Rugby which encompasses the Territory
Vice President of Discipline and Club Compliance –
Vice President of Discipline and Club Compliance will:
- Serve as the Chairperson of the Discipline Committee.
- Empanel the membership to the Discipline Committee.
- Work with LAUs and USAR to ensure members are compliant with all regulations set forth by USAR and the Midwest.
- Provide reports to all standing committees regarding compliance and standing of membership in a timely fashion.
The Secretary –
The Secretary will:
- Assume the position of chairman of the Board in the absence of the President at Meetings.
- Assume the powers and responsibilities of the office of the President in the event that office becomes vacant between General Meetings.
- Keep the roster of Members of the Midwest.
- Keep the minutes of all Meetings of the Midwest.
- Keep the minutes of all meetings of the Management Committee.
- See that all notices are duly given.
- Be custodian of all Midwest records.
- Conduct and have charge of all relevant Midwest correspondence
- In general, perform all the duties incidental to the Office of Secretary.
The Treasurer –
The Treasurer will:
- Prepare an annual budget and dues structure, which is to be presented at the Annual General Meeting.
- Be responsible for long term financial planning for the Midwest.
- Collect the dues and fees owed to the Midwest by Members and other parties.
- Make investments of Midwest funds and assets in accordance with the Financial Policies and Procedures approved by the Board.
- Be responsible for the deposit and disbursement of funds as directed by the Board. 6. Prepare financial statements and make quarterly reports to the Management Committee and semi annual reports to the Board. The Treasurer will present to the Management Committee, within 90 days of fiscal year end, December 31, an Annual Report.
All the Officers elected at the Annual General Meeting will take office after election, and will hold it for a period of two years. All the Officers will be authorized to delegate such duties, as they will, with the approval of the President, deem proper.
In the event that an Office becomes vacant between General Meetings, the Management Committee will assume the duties of that office. The President may appoint an individual to fill that Office, subject to the approval of the Management Committee, until the next General Meeting. At that Meeting, the Board will elect an individual to fill the remaining portion of the two year term.
In the event that the office of the President becomes vacant between General Meetings, the Secretary will assume the powers and responsibilities of the Office of the President until the next General Meeting.
ARTICLE 8: REPRESENTATIVES TO THE USARFU BOARD OF DIRECTORS
The Board will elect individuals at an Annual General Meeting to serve as Midwest representatives to the USARFU Board of Directors. These representatives are elected to represent the Midwest and serve for a term of two years. The Board will elect as many Midwest representatives as allotted to the Midwest by USARFU. Election will be on a position by position basis. Separate elections will be held for each Midwest representative to the USARFU Board of Directors.
Should a Midwest representative to the USARFU Board of Directors resign or be removed from office, the President will appoint a replacement to serve until the next scheduled General Meeting, subject to the approval of the Management Committee. At that time, a replacement will be elected to serve out the remainder of the two year term.
ARTICLE 9: REMOVAL FROM OFFICE
Any elected Officer of the Midwest, Chairman of the Disciplinary Committee, or any Midwest Representative to the USARFU Board of Directors may be removed from Office by action of the Board. The vote to remove requires a two-thirds majority vote of the Members in Good Standing represented at the Meeting at which the vote is taken.
The Management Committee may bring a motion before the Board to remove an elected Officer of the Midwest, Chairman of the Disciplinary Committee, or any Midwest Representative to the USARFU Board of Directors from Office.
A motion to remove a person from Office may also be brought by a petition signed by at least one-third of the Members in Good Standing of the Midwest. This petition must be signed by the Members, or
received electronically. An LAU may not automatically use a Member’s proxy. The motion must then be submitted to the Secretary, unless the Secretary is the Officer whose removal is sought, in which case the motion must be submitted to the President.
The person whose removal from Office is sought will then be informed. If there are more than 45 days or fewer than 15 days until the next regularly scheduled General Meeting, a Special Meeting to consider the motion will be called no fewer than 15 days nor more than 30 days after the motion to remove has been submitted. If there are fewer than 46 days but more than 14 days to the next regularly scheduled General Meeting, the motion to remove will be the first item on the agenda after the roll has been called of the next regularly scheduled General Meeting. The person whose removal is sought must be allowed, at the Meeting where the vote is to be taken, an opportunity to present his case. If the President is the Officer whose removal is sought, the Secretary will chair the Meeting until the issue is resolved.
ARTICLE 10: COMMITTEES
To take care of the business of the Midwest, there will be Standing and Ad hoc Committees. The nature and responsibilities of the standing committees are defined in these Bylaws. Standing Committees have a continuing existence.
Ad hoc Committees will be appointed to handle a specific project or task, of which (it) is anticipated (will) to be accomplished in a given period of time. An Ad hoc Committee is created by and its Chairman is appointed by the President, subject to the approval of the Management Committee. The committee will exist until:
- The specific project or task is accomplished and a final report is submitted; or 2. The Board or the Management Committee decides that the ad hoc committee is no longer needed. If the Chairman of an Ad hoc Committee resigns or is removed before the Committee is disbanded, the President will name his replacement. At every Annual General Meeting, the President will inform the Board which Ad hoc Committees are in existence and (who) the appointed Chairman (are).
The membership of Committees, both Standing and Ad hoc, will be chosen by the Chairman of the particular Committee, subject to these Bylaws and to any directions given by the Board and/or the President. Committees may not take any action on behalf of the Midwest or the Board unless such action is specifically permitted by these Bylaws or by a specific resolution of the Board.
- The Management Committee of the Midwest will conduct the day-to-day business of the Midwest in the times between the General Meetings, in accordance with the directives of the Board.
- The members of the Management Committee will be the all the elected officers of the Midwest, the Chairman of the Midwest Referee Society, and the Midwest representatives to the USARFU Board of Directors. Only the elected Officers of the Midwest will be voting members of the Management Committee.
- This Committee will meet in conjunction with General Meetings and at other times as needed to conduct the business of the Midwest. A quorum is a simple majority of voting members.
- The President will have responsibility for calling meetings of the Management Committee and he will chair such meetings. He may invite additional persons to attend if he believes that their presence will assist in achieving the aims of the meeting.
- The Board gives the authority to the Management Committee to act on behalf of the Board between Meetings, provided such actions are not in contravention of these Bylaws or of specific directives of the Board.
All disciplinary issues concerning Member clubs, LAUs, players, and other individuals will be handled by the Disciplinary Committee.
All formal complaints will be forwarded to the Chairman of this Committee in accordance with the established Disciplinary Policy of the Midwest.
The Chairman shall nominate a panel of:
- At least five (5), but no more, ten (10) people to serve on the Committee;
- That includes representation from each LAU;
- At least one licensed attorney who would perform the role of Chairman in the absence of the Chairman at meetings or hearings;
- At least one active referee
All nominations are subject to confirmation by a simple majority of the Management Committee. The Management Committee should strive to approve responsible nominations that can reflect and represent the overall constituency of the MWRFU.
Discipline Committee members shall serve the same term as the Chairman. The Committee members can be removed by a two-thirds vote of the Management Committee.
If at any point in time when there are not at least five (5) members of the Committee, including the Committee Chair, the President shall appoint individuals to the Committee on a temporary basis. Temporary members shall serve until such time that their seat is filled by a nominated and confirmed member.
Disciplinary Committee members, including the Chairperson, must recuse themselves from questions before the committee if they have participated as a player, coach, match official or administrator. No person shall serve on a D/C with respect to any incident that involved incident in question
The Competition Committee will:
- Address the needs of Member Clubs.
- Manage Club competition leading to Midwest Championships and Midwest representatives to USARFU Championships.
- Manage a program for Midwest Select Sides.
- Identify the Management Committee individuals who should be recommended for involvement in Club activities of USARFU.
- Adhere to the guidelines in USAR’s Competitive Region (CR) Competitions Committee Terms of Reference
The Chairman shall nominate a Commissioner for each competitive division along with a Commissioner for the Sevens competitions. All nominations are subject to confirmation by a simple majority of the Management Committee. The Management Committee should strive to approve responsible nominations that can reflect and represent the overall constituency of the MWRFU. Commissioners may recruit League coordinators to help manage competitions. League coordinators must be approved by the Competition Committee.
The Youth Committee will:
- Be responsible for age grade Rugby within the Midwest.
- Put together a program for age grade competition, including high schools, leading to Midwest Championships and Midwest representatives to USARFU Championships.
- Put together a program for Midwest age grade Select Sides including high schools.
- Identify the Management Committee individuals who should be recommended for involvement in age grade and youth activities of USARFU.
The Chairman of this committee will be appointed by the President and approved by the Management Committee. The Chairman will appoint members to the Committee subject to the approval of the Management Committee. He may have separate subcommittees for Boys and Girls.
The Technical Panel will be responsible for:
- The recruiting, development and training of coaches for Member Clubs.
- The scheduling of all coaching activities and clinics within the Midwest.
- Gathering, producing, and disseminating coaching material and information on behalf of the Midwest.
- Identifying and grooming coaches for Midwest Select Sides.
- Increasing participation in coaching and raising the skill levels of Rugby coaches within the Midwest.
- Recommend Midwest Select Side coaches to the Vice President of Competition.
- Identify to the Management Committee individuals who should be recommended for involvement in the National Technical Panel and Competition Committee of USARFU.
The Chairman of the Technical Panel will be appointed by the President and approved by the Management Committee. The Chairman will appoint the members of the Technical Panel subject to the approval of the Management Committee.
All certified referees in the Territory will be members of the Midwest Referee Society. The membership of the Society will elect a Chairman, Treasurer, Secretary, and other necessary Officers. The election of the Chairman is subject to the approval of the Management Committee. The Society will:
- Administer all referee activities in the Territory.
- Organize the recruitment and training of new referees.
- Provide referees for all Midwest events.
- Evaluate and grade all referees in the Midwest.
- Keep a list of available referees within the Midwest available to the Membership.
- Insure correct interpretation of the Laws of the Game throughout the Territory.
- Coordinate all Midwest interactions with the Referees and Laws Committee of USARFU.
- Identify to the Management Committee individuals who should be recommended for involvement in the USARFU Referees and Laws Committee.
- Establish a method to keep all coaches informed on Law changes and current of safety issues.
The Treasurer of the Midwest Referee Society will:
- Keep accounting records and funds for the purposes of the Society.
- Provide accurate accounting statements relating to their activities semiannually to the Treasurer of the Midwest.
- Prepare and submit a budget request to the Midwest for providing referees to all Midwest events and for other Society needs such as training and recruitment.
- Request reimbursement from the Midwest for actual Society expenses incurred which have been provided for in the Midwest budget.
ARTICLE 11: FINANCES
The income of the Midwest will come from:
- The dues paid by Members.
- Any net profit after payment of all proper and relevant expenses that is due to the Midwest from any tournament, match or other function organized by the Midwest alone or in cooperation with any other group.
- Any grants or donations made to the Midwest.
- Any profits generated from investments made expressly for the benefit of the Midwest. 5. Other sources which have been approved by the Board.
Midwest monies may only be disbursed for expenses which have been authorized by the Board in the budget approved at the Annual General Meeting or by an additional funding resolution approved by the Board at another Meeting. All requests for expenditure of items or reimbursement for expenses authorized by the Board must be done in accordance with the Financial Policies and Procedures approved by the Board.
At the Annual General Meeting, the Board will set:
- The dues of Members.
- The date by which the dues must be paid.
- Any other fees or charges to be paid by Members (and Special Category Clubs).
- The date by which these fees or charges must be paid.
- The penalty for late payment.
The dues paid by each Member to the Midwest do not have to be the same. In putting together a dues structure, the Board may take into account factors such as the number of individuals belonging to a
Member club, the age of the individuals, etcetera. The Midwest may charge dues per individual member of a Member Club. The Midwest may allow a third party such as the LAUs or USARFU to collect dues on its behalf.
All statements from financial and other institutions in which the Midwest holds money and/or other assets must be sent to the Treasurer and at least one other Officer of the Midwest.
ARTICLE 12: PROXY VOTES
Proxy votes will be permitted at all Meetings. Full Members not represented by a Club Officer will be represented by the President or other Officer of their LAU who will automatically acquire that Full Member’s voting authority without written proxy. Members not represented by a Club Officer or LAU Officer may be represented by another individual who must employ a written proxy from each Full Member he will represent.
Written proxies must be delivered to the Secretary. Written proxies are defined as one of the following: a signed document, a copy of a facsimile transmission, or an e-mail from a verifiable account belonging to either a Full Member or an Officer of a Full Member. A written proxy is valid for all votes taken after it is delivered to the Secretary until revoked. A written proxy is valid only for the Meeting at which it is delivered to the Secretary and expires automatically upon adjournment of that Meeting. The written proxy must indicate:
- The Meeting for which it is valid.
- The particular vote or votes which the proxy is valid or that the holder of the proxy may vote at his discretion after hearing the discussion.
ARTICLE 13: AMENDMENTS
These Bylaws may be amended by the Board. The details of any proposed amendment will be circulated to all Members prior to the Meeting at which the vote is to be taken. Such details will be sent out no fewer than 45 days nor more than 60 days prior to the Meeting at which the amendment is to be considered. Sending the details of any proposed amendment to each LAU President will be deemed as giving notice to all Full Members of that LAU. Any proposed amendment must be submitted in writing to the President no fewer than 65 days prior to the Meeting at which it is to be considered.
To be adopted by the Midwest, the proposed amendment requires a two-thirds majority vote of the total voting authority of Full Members in Good Standing represented at the Meeting at which the vote is taken.
ARTICLE 14: DISSOLUTION OF THE MIDWEST
The Board may discontinue the activities of the Midwest as presently constituted. The dissolution of the Midwest requires a two-thirds majority vote of the voting authority of the Full Members in Good Standing represented at the Meeting at which the vote is taken. The Management Committee may propose the dissolution of the Midwest. Notice of the proposed dissolution of the Midwest will be circulated to all Members no fewer than 45 days nor more than 60 days prior to the Meeting at which the dissolution is to be considered. Sending the details of the proposed dissolution to each LAU President will be deemed as giving notice to all Members of that LAU.
Upon the dissolution of the Midwest, the net assets of the Midwest, after discharging or making provision for all liabilities, will pass intact to the following in this order of preference:
- A new Territorial Union that replaces the Midwest, provided a replacement is ready within one year after the dissolution of the Midwest; or
- The surviving constitutional bodies which meet the Objectives and Purposes of the Midwest; or 3. USARFU.
- If none of the above conditions exist, an escrow account, administered by a Trustee selected by the Management Committee, will be established to allow the net assets to pass to any organization that qualifies under the Internal Revenue Code as a charitable organization for the development of amateur sports.
ARTICLE 15: RULES OF ORDER
The Midwest will follow Robert’s Rules of Order Newly Revised for its Meetings unless other rules of order are approved by a majority of the Board. The President will appoint the parliamentarian. He will be authorized to delegate these duties as he will, with the approval of the President, deem proper.