Union Information | Wisconsin Rugby

BYLAWS OF THE WISCONSIN RUGBY FOOTBALL UNION, INC.

Ratified on December 13, 2025

ARTICLE I NAME AND AFFILIATIONS

The name of the corporation is Wisconsin Rugby Football Union, Inc. (hereinafter “Union”). It may do Business as Wisconsin Rugby or Wisconsin Rugby Union.

The Union will affiliate itself with the international and national governing bodies of Rugby Union. At the time of the adoption, the Union is affiliated with World Rugby, the United States of America Rugby Football Union, Ltd., and Midwest Rugby Football Union, Inc.

ARTICLE II CORPORATE PURPOSE

Section 2.01. Nonprofit Purpose

This corporation is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2.02. Specific Purpose

The Mission of the Wisconsin Rugby Football Union shall be: to encourage and facilitate the involvement of as many people as possible in Rugby activities, including the promotion of youth and international amateur athletics.

To accomplish this mission, we seek to attain the following objectives:

To encourage and promote the safe development of Rugby Union at all levels in the Wisconsin area;
To advocate adherence to the Laws of Rugby Football as put forth by the International Rugby Board;
To sponsor and coordinate rugby events on a statewide and international level;
To support and assist Wisconsin Rugby Referee Societies;
To support and assist Wisconsin Rugby Coach Societies;
To support and assist Wisconsin club rugby officials;
To support and assist the territorial and national governing bodies.

Section 2.03. Dissolution

In the event of dissolution of this corporation, whether voluntary or involuntary, the distribution of the assets of the corporation shall be done in compliance with the Wisconsin state law, and no assets shall inure to the benefit of any individual or member of the corporation but shall be turned over to a non-profit organization in existence, such as Wisconsin Youth Rugby, Wisconsin Youth Athletic Counsel, or MACC Fund.

Section 2.04. Official Program Fixtures

Primary Colors – Navy and Gold. 16,44,133(#102c85) and 249,201,25(#f9c919).
Secondary Colors – Black and White. 0,0,0(#000000) and 255,255,255(#ffffff).
Tertiary Colors – Magenta 156,3,147(#9c0393), Violet 106, 21, 176(#6a15b0), Olive 102,120,69(#667845), Dark Olive 72, 83, 51(#485333).

ARTICLE III MEMBERSHIP

Section 3.01 The Membership of the Union

Membership in The Union shall be open to any person, club, corporation, association, or organization interested in the promotion and development of Rugby Football, which agrees to conform to the Bylaws of The Union. Membership in The Union shall be designated into the following classifications:

Section 3.01.01 Individual Members (Nonvoting Member)

A player, coach, referee, and/or administrator participating in the sport of Rugby Union for a Member Organization of the Union, or a person otherwise involved or interested in the sport of Rugby Union that has timely submitted a signed (electronic or otherwise), factually correct, and complete membership application in the form prescribed by the Board of Directors.

Individual Membership is open to any person, regardless of race, color, religion, age, gender, sexual orientation, national origin, or physical disability, who meets the eligibility criteria outlined in these Bylaws.

Section 3.01.02 Member Clubs (Voting Member)

An organization of Individual Members, formed by or on behalf of its affiliated Individual Members, exists to facilitate the participation of its affiliated Individual Members in the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union and its affiliated governing bodies.

Member Clubs consist of different types, including, but not limited to, Social Clubs and Competitive Clubs. New types may be created to provide flexible membership opportunities.

Section 3.01.03 Member Societies (Voting Member)

An organization of Individual Members, formed by or on behalf of its affiliated Individual Members, exists to facilitate the involvement of its affiliated Individual Members in the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union and its affiliated governing bodies.

Member Societies consist of different types, including, but not limited to, Referee Societies and Coach Societies.

The number of societies per type shall be limited to minimize the proliferation of organizations to the detriment of their purpose, their Individual Members, or the Union.

Section 3.01.04 Member Organization (Nonvoting Member)

Any other organization that exists to facilitate the sport of Rugby Union and to promote goals consistent with the goals and objectives of the Union and its affiliated governing bodies.

Section 3.01.05 New Membership Classifications

The board of directors shall have the authority to create new, nonvoting, membership designations and specify the rights and limitations of each new designation at the time it is created.

Section 3.02 Admission

Individual Members receive membership by association with a Member Club, Society, or Organization in good standing.

Member Clubs, Societies, or Organizations shall apply in writing to the Secretary of The Union. Candidate Members' applications will be considered at the next Meeting of the Members, and accepted by a simple majority of those present. The Board of Directors may grant Candidate Members temporary membership to facilitate their transition to full membership until the next Meeting of the Members.

Section 3.03 Membership Dues

The Board of Directors will establish an annual dues structure, based on member classification and type, for all members of the Union, subject to ratification by a simple majority of Voting Members. Dues shall be billed and payable in advance of the applicable fiscal year for which they represent - subject to institutional constraints.

Section 3.04 Good Standing

All Members must abide by all rules and regulations relating to eligibility, competition, play, and participation imposed by the Union, including those of the Union with its affiliated governing bodies.

All Members must abide by the Union’s Articles of Incorporation, these Bylaws, the policies and procedures of the Union, and such other terms or conditions of membership. All Members who are not dues compliant will not be considered in good standing. Furthermore, Members who play non-compliant members will also be declared non-compliant.

All members not considered in Good Standing shall have their membership suspended.

Section 3.05 Suspension and Expulsion

Any Member may be suspended with just cause by the Board of Directors if, at the discretion of the Board as indicated in such a vote, the suspension would be in the best interest of the Union.

Any Individual Member may be expelled from the Union with just cause by the Board of Directors if, at the discretion of the Board, as indicated in such a vote, the Expulsion would be in the best interest of the Union.

Any Member may be expelled by a two-thirds majority of those Voting Members present at any General Meeting where all Union members have been invited no less than three weeks in advance.

Nothing in these Bylaws shall be construed as granting to an Individual Member a continued expectation of membership in the Union.

Section 3.06 Re-admission of Membership.

The Board of Directors may, at its discretion, re-admit former Members.

Section 3.07 Member Rights to File Grievance.

Any Member may file a written or electronic grievance with the President about any matter within the cognizance of the Union and alleging a violation of any provision of these Bylaws or Union policies or procedures. Any grievance specifically naming the President or the Disciplinary Committee should additionally be filed with the Board of Directors. A grieving party may have additional remedies provided by the Midwest Rugby Union(MRU), Senior Club Council(SCC), USA Rugby(USAR), and World Rugby(WR) under their respective grievance or appeal procedures.

Section 3.07.01 Exhaustion of Remedies.

The grieving party shall first exhaust all other Union procedures made available to them. Any grievance shall allege with particularity the nature of the grievance and each element of these Bylaws or Union policies or procedures of which a violation is claimed by referencing a specific section thereof and stating in concise language how, when, and where the alleged violation occurred.

Section 3.07.02 Member Grievance Resolution.

All grievances shall be referred to the Disciplinary Committee for resolution pursuant to the written and effective policies, procedures, and protocols established by the Disciplinary Committee.

Section 3.07.03 Submission to Arbitration.

If a complainant is dissatisfied with a decision entered according to the Union Disciplinary Policy and has exhausted the appeals processes provided by the Union, then the sole remedy is an appeal to the American Arbitration Association pursuant to the commercial rules of the American Arbitration Association then in effect. Such a demand for arbitration shall be submitted in writing within 30 days of the complainant’s receipt of the final appeal decision by the last of the Union, MRU, SCC, USAR, and WR, as applicable. The arbitration shall be final and binding and shall be conducted on a timely basis.

Section 3.13.04 Arbitration.

If a matter is submitted to arbitration pursuant to these Bylaws, the American Arbitration Association, upon receipt of the demand for arbitration, shall serve Notice on the parties to the arbitration and on the Union, and shall immediately proceed with final and binding arbitration according to the Commercial Rules of the American Arbitration Association in effect at the time of the filing of the demand. Any party may be represented by counsel or by any other duly authorized representative at the arbitration proceeding. The arbitration proceeding shall be conducted on a timely basis in accordance with the rules and regulations of the American Arbitration Association; provided, however, the arbitrator may in his/her sole discretion assess the losing party and award to the prevailing party an amount equal to the prevailing party’s costs associated with the arbitration, including reasonable attorneys’ fees, if the arbitrator shall determine the position or arguments of the losing party are frivolous or without merit.

ARTICLE IV MEETING OF MEMBERS

The rules contained in Robert's Rules of Order Revised shall govern The Union in all cases to which they apply, in which they are not inconsistent with the Bylaws of The Union.

Section 4.01 General Meetings

Each calendar year, the Union will hold two (2) General Meetings, the Annual General Meeting (AGM) and the Mid-year General Meeting (MGM). The AGM must be held no later than December 31st preceding the applicable calendar year at a time and place designated by the Board of Directors. If the Board of Directors has not established a date, the AGM will be held on the first Saturday in December before the calendar year, and the MGM will be held on the First Saturday of March within the calendar year.

Section 4.02 Special Meetings

A Special Meeting may be called by the Board of Directors or by the President if they receive a written request from at least one-third of the Voting Members in Good Standing; proxy requests are not permitted. A copy of a facsimile transmission or an email may serve as a signed, written request if it is received from a verifiable account or address of an authorized officer of a Voting Member.

Section 4.03 Notice of Meetings

Voting Members and Member Organizations shall be given Notice of General Meetings no less than twenty-one (21) days before the meeting; Special Meetings shall be given Notice no less than three (3) days before the meeting. Notices shall specify the place, date, and time of the meeting and shall state the general nature of the business to be considered at the meeting.

Notice may be provided by written and/or electronic means.

Section 4.02 Voting Members

Voting Members shall consist of all Member Clubs and Member Societies in good standing. An organization’s officer or another appointed representative properly certified with the Secretary by written proxy shall represent each Voting Member. Each Voting Member in good standing shall be entitled to one vote. All matters shall be decided by a majority vote of those present unless otherwise specified.

Section 4.04 Quorum

The presence of the majority, either in person or by proxy, of the voting members in good standing shall constitute a quorum. A quorum is necessary to act on matters requiring a vote.

Section 4.05 Proxy

Member Proxy Attendee must be confirmed to the Board in writing or via email at least 12 hours before the meeting for the proxy to be granted. The Proxy must be in attendance at the meeting to vote on behalf of the Member granting the proxy.

ARTICLE V BOARD OF DIRECTORS

Section 5.01. General Powers

The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of and be responsible for the management of the affairs and property of the Corporation.

Section 5.02. Number, Tenure, Duties, and Qualifications

The Board of Directors shall be composed of five (5) Officers: President, Vice President of Competition, Secretary, Treasurer, and Member at Large.

The Officers of the WRFU Board shall have the authority to act in The Union's stead on all matters that occur between General Meetings. Actions taken by the Board that directly affect the By-Laws must be ratified at the next General Meeting to be valid. The Officers shall be the Union's official representatives at all territorial (MWRU) meetings. Representation of at least one Officer from The Union is required at territorial meetings.

Section 5.03. Election of Officers

The Secretary shall submit at the Annual Meeting the names of those persons for the respective offices. Nominations shall also be received from the floor after the report of the Secretary. The election shall be held at the Annual General Meeting. Officers elected shall serve a term of two (2) years, commencing at the closure of the Annual General Meeting. No Officer shall hold more than one Board of Directors position.

Officer: Election Cycle:

President Odd Year

Vice President of Competition Even Year

Secretary Even Year

Treasurer Odd Year

Member at Large Even Year

Section 5.04. President

The President shall:

Preside at all Meetings of the Members and Meetings of the Board of Directors.
Ensure the Board of Directors, Committees, and Executive Staff have signed a statement affirming they understand and comply with the conflicts of interest policy.
Have general and active management of the business of the Board of Directors, including developing meeting agendas.
See that all orders and resolutions of the Board of Directors or Voting Members are executed.
Have general superintendence and direction of all other officers and corporate staff of Wisconsin Rugby Football Union and see that their duties are properly performed.
Submit a report on the operations of the union for the periods between General Meetings.

Section 5.05. Vice President of Competition

The Vice President shall:

Have executive responsibility for, but not limited to, the management of all Members' activities and competitions that fall within the purview of the Union.
Provide direction and assistance to all Members
Serve as a liaison to competition committees.
Take the responsibilities of the President in their absence.

Section 5.06. Secretary

The Secretary shall:

Have custody of all non-fiscal records of The Union, maintain minutes of all meetings, and send minutes of the Meetings of Members to Members, electronically, within two weeks of a general meeting.
Record all votes and minutes of all proceedings, in view of Section 8.04 for further guidelines.
Send notices of all Meetings of Members and the Board of Directors, and make the arrangements and schedule reservations for all meetings.
Perform all official correspondence from the Board of Directors as prescribed by the Board of Directors or the President.
Perform any tasks as normal in the Office.

Section 5.07. Treasurer

The Treasurer shall:

Preserve the financial records of The Union.
Collect the annual dues.
Develop budget proposals for the appropriate general meeting.
Prepare annual financial statements.
File appropriate records with all appropriate taxation authorities.
Have the right of inspection of the funds resting with the Wisconsin Rugby Football Union, including budgets and subsequent audit reports.
Assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
Perform other financial tasks such as disbursements of funds, reconciliation of bank records, etc.

Section 5.08. Member at large

The Member at Large shall:

Be the primary liaison between the Board and the general membership of the Union.

Section 5.09. Meeting of the Board of Directors

A Meeting of the Board of Directors shall be held during the first quarter of every calendar year. As designated by the President, meetings will be held at periodic intervals.

Notice of any meeting shall be given at least two (2) weeks in advance of the meeting by telephone or electronic methods. These meetings may take place by conference calls or other electronic means.

The date, time, and location of a meeting shall be set before the conclusion of the preceding meeting, and notice shall be sent to all members of the Board of Directors following the preceding meeting. If a location is not available for the time and date chosen, another time and location may be chosen, but notice must be given to the Board of Directors ten (10) days before the meeting by telephone or electronic methods.

Section 5.10. Board of Directors Quorum

Two-thirds (2/3) of current members of the Board of Directors shall constitute a quorum, but a lesser number shall have the power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 5.11. Vacancies

If no person comes forward to fill an elected position, the President, in consultation with the Board of Directors, can appoint an individual to fulfill the requirements of that office until the next General Meeting. Vacancies left by resignations or other departures of Board members shall be addressed by the President, in consultation with the remaining members of the Board.

Open positions may be left vacant, or a replacement may be named. In the case of a replacement of a Board member, that replacement will only serve until the next General Meeting.

The membership need not elect a vacant Board position at any General Meeting. If there is no election, the President may either leave the position vacant or appoint someone until the next General Meeting.

Section 5.12. Compensation

Officers may be provided with stipends to perform their duties, an amount for each office set by the Board of Directors, within the confines of a budget approved by the membership.

Section 5.13. Informal Action by Directors

Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at an annual meeting, may be taken without a meeting if consent, in writing, is signed by three-fifths (3/5) of all of the Directors following notice of the intended action to all members of the Board of Directors.

Section 5.14. Removal

Any member of the Board of Directors may be removed, at any time, by consent in writing of three-fifths (3/5) of the members of the Board of Directors.

Said cause may include, but is not limited to:

Continued failure to attend duly scheduled Board meetings;
Failure to perform the duties of the position as defined and described in the WRFU Bylaws;
Failure to carry out the directives of the Board relating to the performance of said position;
Failure to act in a manner that maintains the respect of Rugby Football;
Any situation where a just cause can be documented and agreed upon by three-fifths of the Board of Directors.

ARTICLE VI COMMITTEES AND APPOINTED POSITIONS

Section 6.01. Committee Formation

The Board of Directors may create committees as needed, such as Board Development, Data Collection, Evaluation, Finance, Fundraising, Housing, Marketing, Personnel, Program Development, Promotions, Public Relations, Audit, Ethics, Events, Nominations, or Research, etc. The President appoints all committee chairs. Committee Members need not be members of the Board of Directors.

Section 6.02. Committee Minutes

The committee chairperson, or their designee, must take detailed minutes of each meeting and report said minutes to the Secretary within fourteen (14) calendar days of any meeting for consolidated storage and Board of Directors review. Any sub-committee or working group minutes should be reported to the standing committee to which they report within fourteen (14) calendar days.

Section 6.03. Coordinators

All Coordinators of the Union shall be members in good standing of an organisation affiliated with The Union. Coordinators shall be appointed by the Board of Directors. Coordinators will be assigned on an ad hoc basis as the need arises and may be replaced or removed by the Board for cause as outlined in these by-laws.

Coordinators shall have leadership control of the programs they manage, with the authority to set standards, discipline teams/participants, and, in general, run the programs as they fit within guidelines and/or policies set by the Board of Directors and The Union. Officers of the Board shall monitor the actions of the Coordinators and may remove Coordinators for cause.

The Board of Directors shall have the authority to nullify any appointment or removal of a Coordinator. The Officer or Director who has executive management responsibility for that activity, as described in these Bylaws, shall monitor the actions of the Coordinators.

Section 6.04. Disciplinarian

The Disciplinarian shall be appointed by the Board. The primary duties of the Disciplinarian are to enforce and apply the guidelines for discipline as outlined in the Union handbook. The Disciplinarian will make all rulings of disciplinary action. Disciplinary actions may be appealed to the Board as outlined in the Union Handbook.

Section 6.05. High Performance

The Board of Directors shall manage Select (All-Star) Side activities. There shall be coaches for the Men's Club and Collegiate sides and the Women's Club and Collegiate sides, respectively. The Board of Directors shall have authority over the Select Side coaches, including coaching appointments and dismissals, budgets, equipment, and the scheduling of games if there is a conflict. Coaches will serve on two-year appointments but can be discharged for cause.

ARTICLE VII EMPLOYEES

Section 7.01 Employee Definition.

From time to time, the Union may utilise professional employees such as administrators and coaches. These employees should be contracted and approved by the Union President and Treasurer.

Section 7.02 Appointment and Removal.

The Union Officers shall designate any methods for hiring or removing an employee.

ARTICLE VIII CONFLICT OF INTEREST AND COMPENSATION

Section 8.01. Purpose

The purpose of the conflict of interest policy is to protect this tax-exempt organisation’s (Wisconsin Rugby Football Union) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of a member of the Board of Directors or the Corporate staff of Wisconsin Rugby Football Union or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflicts of interest applicable to nonprofit and charitable organisations.

Section 8.02. Definitions

Interested Person. Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which Wisconsin Rugby Football Union has a transaction or arrangement,
A compensation arrangement with Wisconsin Rugby Football Union or with any entity or individual with which Wisconsin Rugby Football Union has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Wisconsin Rugby Football Union is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the Board of Directors or appropriate committee decides that a conflict of interest exists.

Section 8.03. Procedures

Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Board of Directors and committees with governing board-delegated powers considering the proposed transaction or arrangement.

Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, they shall leave the Board of Directors’ or committee’s meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the Board of Directors or delegated committee meeting, but after the presentation, they shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The chairperson of the Board of Directors, or delegated committee, shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Board of Directors, or delegated committee, shall determine whether Wisconsin Rugby Football Union can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board of Directors, or delegated committee, shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in Wisconsin Rugby Football Union’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

Violations of the Conflicts of Interest Policy

If the Board of Directors, or delegated committee, has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board of Directors, or delegated committee, determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

Section 8.04. Records of Proceedings

The minutes of the Board of Directors and all committees with board-delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Board of Directors’ or committee’s decision as to whether a conflict of interest existed.

The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

Section 8.05. Compensation

A voting member of the Board of Directors, or delegated committee, who receives compensation, directly or indirectly, from Wisconsin Rugby Football Union for services is precluded from voting on matters about that member’s compensation.

A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Wisconsin Rugby Football Union for services is precluded from voting on matters about that member’s compensation.

No voting member of the Board of Directors, or delegated committee, whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from Wisconsin Rugby Football Union, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

Section 8.06. Annual Statements

Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:

Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands Wisconsin Rugby Football Union is charitable and to maintain its federal tax exemption, it must engage primarily in activities that accomplish one or more of its tax-exempt purposes.

Section 8.07. Periodic Reviews

To ensure the Wisconsin Rugby Football Union operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardise its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.

Whether partnerships, joint ventures, and arrangements with management organisations conform to Wisconsin Rugby Football Union’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.

Section 8.08. Use of Outside Experts

When conducting the periodic reviews, Wisconsin Rugby Football Union may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of Directors of its responsibility for ensuring periodic reviews are conducted.

ARTICLE IX INDEMNIFICATION

Section 9.01. Right to Indemnification.

Each person who was or is a party to or is threatened to be made a party to or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, formal or informal (hereinafter referred to as a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is a legal representative, is or was a Director or, while serving as a Director, is or was serving at the request of the Union as an agent, Officer, Director, partner, trustee, employee of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, whether for profit or not, whether the bases of the proceeding is alleged action in an official capacity as an Officer, Chairperson, Director or agent or in any other capacity while serving the Union, shall be indemnified and held harmless by the Union to the fullest extent authorized by state law, as it exists or may be amended, against all expenses, liability, and loss reasonably incurred by the person in connection therewith, and the indemnification shall continue for a person who has ceased to be an Officer and shall inure to the befit of his or her heirs, executors and administrators; provided however, that except as provided in the next section with respect to proceedings seeking to enforce rights to indemnification, the Union shall indemnify any such person seeking indemnification in connection with a proceeding, or part thereof, initiated by the person on if the proceeding, or part thereof, was authorized by the Board of Directors. To the extent authorized by state law, the Union may, but shall not be required to, pay expenses incurred in defending a proceeding in advance of its final disposition. The right to indemnification conferred in this bylaw shall be a contract right.

Section 9.02. Non-Exclusivity Rights

The right to indemnification conferred in this bylaw shall not be exclusive of any other right that any person may have or acquire under any statute, provision of the Bylaws of the Organization, agreement, or vote of members.

Section 9.03. Indemnification of Officers and Agents

The Union may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to payment by the Union, for expenses incurred in defending any proceeding before its final disposition, to any Officer, Director, or agent of the Union to the fullest extent of the provisions of this bylaw with respect to the indemnification and advancement of expenses of Officers of the Union.

Section 9.04. Expenses

Expenses (including reasonable attorneys’ fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding, if authorized by the Board of Directors, upon receipt of an undertaking by or on behalf of the indemnitee to repay such amount if it shall ultimately be determined that such indemnitee is not entitled to be indemnified hereunder.

Section 9.05. Insurance

The corporation may purchase and maintain insurance on behalf of any person who is or was a member, director, officer, employee, or agent against any liability asserted against such person and incurred by such person in any such capacity or arising out of such person’s status as such, whether or not the corporation would have the power or obligation to indemnify such person against such liability under this Article.

ARTICLE X BOOKS AND RECORDS

The corporation shall keep complete books and records of accounts and minutes of the proceedings of the Meetings of Members and Board of Directors.

ARTICLE XI. PERIODS

The Calendar period shall be from January 1st through December 31st

The Fiscal period shall be from August 1st through July 31st.

ARTICLE XII. AMENDMENTS

Section 11.01. Articles of Incorporation

The Articles may be amended at any annual or special meeting of the Board of Directors, provided that specific written notice of the proposed amendment, or a summary of the changes, shall be given to each member of the Board of Directors at least three (3) days in advance of a meeting by telephone or electronic methods. Amendments of the Articles shall require the affirmative vote of an absolute majority of the Board of Directors.

Section 11.02. Bylaws

The Bylaws may be amended at any general or special meeting of the members, provided that specific written notice of the proposed amendment, or a summary of the changes, shall be given to each Voting Member at least twenty (21) days in advance of a meeting by telephone or electronic methods. Amendments to the Bylaws shall require the affirmative vote of two-thirds (2/3) of the Voting Members at a meeting. Proxies are not admissible when changing the By-laws.

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