Article V
Officers and Board of Directors
1. Officers. The members of the Corporation shall elect, during the annual meeting, the
following officers:
A. President. The president is the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation and the activities of the Officers and exercise the usual
executive powers pertaining to such office. The President shall preside at all meetings of the Board of Directors and at meetings of members; if the President is unable to preside or the presidency is vacant, the Vice President shall preside at all meetings. The President may, in the name of the Corporation, execute financial instruments and contracts that may be necessary for the functioning of the Corporation in accordance with its mission and with these Bylaws. The President shall provide any and all records, documents, or information pertinent to the Corporation which may be in his possession to the Board of Directors, or to a Director of the Corporation, upon request. The President shall perform all duties incident to that office and other duties as may be required by law or by these Bylaws, or which may be prescribed from by the Board of Directors. The President supervises all coaches, contractors, agents and employees of the Corporation to assure
that their duties are performed properly.
B. Vice President. The Vice President is the chief operating officer of the Corporation and shall also assume the duties of President in case the president is unable to perform those duties or in the event that the presidency is vacant. The Vice President
shall provide any and all records, documents, or information pertinent to the Corporation which may be in his possession to the Board of Directors, or to a Director of the Corporation, upon request. The Vice President shall perform all duties incident to that office, and other duties as may be required by law or by these Bylaws, or which may be prescribed by the Board of Directors. The Vice President acts as Match Secretary and is responsible for any on pitch activities, including fields, fixtures, equipment, referees and any other match related logistics.
C. Secretary. The Secretary shall certify and keep the original, or a copy, of these Bylaws as amended or otherwise altered to date. The secretary shall maintain or cause to be maintained and keep official records of all meetings of the Directors and of the members, recording the time and place of
holding, whether regular or special, how called, how notice was given, the names of those present at the meeting, and the proceedings of the meeting. The Secretary shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law, and shall be custodian of the records for the Corporation. The Secretary shall be custodian of the seal of the Corporation and see that the seal is affixed to all duly executed documents. The Secretary shall maintain or cause to be maintained membership records containing the name and address and other necessary information of all members, and, in the case where a membership has been terminated, shall record such fact in the membership records together with the date on which such membership ceased. The Secretary shall provide any and all records, documents, or information pertinent to the Corporation which may be in his possession to the Board of Directors, or to a Director of
the Corporation, upon request. The Secretary shall perform all duties incident to that office, and other duties as may be required by law or by these Bylaws, or which may be prescribed by the Board of Directors. The Secretary also acts as Communications Committee Chairperson, holding meetings of that committee as necessary.
a. Communications Committee – The Communications Committee is responsible for any written communications to both internal and external audiences, including but not limited to social media, press releases, websites and organization related collateral.
D. Treasurer. The Treasurer shall have the care and custody of and be responsible for all funds, investments, instruments of credit, and other financial instruments that may be required by the Corporation or prescribed by the Board of Directors. The
Treasurer shall be responsible for collecting and depositing of funds and other valuable effects of the Corporation as directed by the Board of Directors. The Treasurer shall receive, and give receipt for, monies due and payable to the Corporation, and disburse or cause to be disbursed the funds of the Corporation as may be directed by the Board of Directors, taking proper vouchers for such disbursements, or as required by law. The Treasurer shall keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains and losses. The Treasurer shall prepare and certify the financial statements to be included in any required reports or file any necessary corporate financial records, including annual tax returns, as required by law or prescribed by the Board of Directors. The Treasurer shall provide any and all records, documents, or
information pertinent to the Corporation which may be in his possession to the Board of Directors, or to a Director of the Corporation, upon request. The Treasurer shall perform all duties incident to that office, and other duties as may be required by law or by these Bylaws, or which may be prescribed by the Board of Directors. The Treasurer is required to provide a balance sheet, account statement and cash flows statement at each board meeting, recording financial position of the corporation in the minutes for public view. The Treasurer is required to provide a yearly financial statement to the annual membership, in conjunction with the filing of any corporate financial records. The Treasurer shall report in writing to the members, at the annual meeting, on the state of the Corporation and the financial health of the Corporation, specifically including the assets and liabilities, revenues and expenditures, and an accounting of any transaction or
series of transactions (from the same source or to the same payee) that are, in the opinion of the Board of Directors, material to the financial health of the Corporation, or in any case when the transaction or series of transactions totals more than $1000.00.
2. Officers as Directors of the Corporation. The President, Vice President, Secretary and
Treasurer of the Corporation shall serve as ex officio Directors of the Corporation with full voting rights.
3. Other Directors. In addition to the election of Officers, the members of the Corporation
shall elect, during the annual meeting, five Directors of the Corporation.
A. Community Relations Chair. The Community Relations committee is responsible for the involvement of the Corporation and its members in community based activities, in conjunction with its mission. This includes but is not limited to organization of joint
events with other non-profits, organization of volunteering at community events and visibility of the Corporation in the communities of which it is a part. The Community Relations committee will be advised by the President.
B. Marketing and Merchandise Committee Chair. The Marketing and Merchandise Committee is responsible for the overall branding and visual representation of the Corporation. This includes but is not limited to branded equipment and merchandise such as jerseys,
clothing, and calendars; and, the sales strategy of such merchandise. The Marketing and Merchandising Committee Chair will act as project manager and art director for the Quake Branded Calendar. The Marketing and Merchandising Committee will be advised by the Treasurer.
C. Membership Committee Chair – The Membership Committee and its chair are responsible for recruitment and retention of the membership. This includes but is not limited to, any New Player Orientations, recruitment events and publicity of such events, Rookie retention classes, buddy programs and other
assorted membership related events. The Membership Committee will be advised by the Vice President.
D. Sponsorship and Development Committee Chair. The Sponsorship and Development Committee and its chair are responsible for the sponsorship and fundraising activities of the Corporation. This includes but is not limited to organization of fundraisers,
sponsor relations, and overall financial development activities outside of membership dues. The Sponsorship and Development Committee will be advised by the Treasurer and the President.
E. Supporter and Alumni Relations Committee Chair. The Supporters and Alumni Relations Committee and its chair are responsible for the development of a strong supporter and alumni base. This includes but is not limited to staffing of volunteer events, sales of
merchandise at any Corporation sponsored events and organization of social events such as drink ups and parties. The Supporter and Alumni Relations Committee will be advised by the Vice President.
4. Qualifications and Terms of Officers or Directors.
A. Any member – Player or Supporter – in good standing may serve as an Officer or Director.
B. The President shall be elected in even-numbered calendar years, beginning on 2002, and shall hold office from 1 January from the year following election for a period of two years, or until resignation or removal, or until otherwise disqualified to serve, whichever comes first.
C. The Vice-President and Secretary shall be elected in odd-numbered calendar years, beginning in 2003, and shall hold office from 1 January from the year following election for a period of two years, or until resignation or removal, or until otherwise disqualified to serve, whichever comes first.
D. The Treasurer shall be elected in even-numbered calendar years, beginning in 2008, and shall hold office from 1 January from the year following election for a period of two years, or until resignation or removal, or until otherwise disqualified to serve, whichever comes first.
E. Directors shall be elected each year and shall hold office from 1 January from the year following election for a period of one year, or until resignation or removal, or until otherwise disqualified to serve, whichever comes first.
5. Board of Directors. Collectively, the President, Vice President, Secretary, Treasurer, and Directors shall be known as the Board of Directors. Subject to the provisions law and of these Bylaws, all of the activities and affairs of this Corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.
6. Specific Duties of Board of Directors. It shall be the specific duty of the Board of Directors to:
A. Consider any business pursuant to the mission of the Corporation that may be brought before the Board.
B. Define the goals and strategic plan for the Corporation and direct the Corporation towards those ends.
C. Develop and approve a budget, and approve and assess membership dues for the Corporation.
D. Maintain the Corporation’s legal status as a non-profit Corporation under Washington law, performing such actions as may be required under law to do so.
E. Maintain the Corporation’s membership in and relationship with the Pacific Northwest Rugby Football Union (PNRFU.
F. Maintain the Corporation’s membership in and relationship with USA Rugby.
G. Maintain the Corporation’s membership in and relationship with the International Gay Rugby Association and Board (IGRAB
H. Determine whether or not the Corporation will participate in any match, tournament, or other event.
I. Perform any and all duties imposed upon them collectively or individually by law or by these Bylaws.
J. Approval of any proposed expenses to be incurred by the Corporation above $1,000. In the case of large projects, approval of a detailed project budget will serve as the approval for the subordinate expenses to be incurred.