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ARTICLE I

INTRODUCTORY

Section 1.1. Name. The name of the Corporation is Rochester Renegades Women's Rugby Football Club, Inc. The Corporation shall do business under the name of "Rochester Renegades."

Section 1.2. Offices. The principal office of the Corporation shall be located in Rochester, New York, or at such other place as the Officers may designate from time to time. The Corporation may also have offices at such other locations as the Officers may select and the business of the Corporation shall require.

Section 1.3. Fiscal Year. The fiscal year of the Corporation shall end on December 31 of each year, or on such other date as may be fixed from time to time by resolution of the Officers.

Section 1.4. Definitions. The terms set forth below shall have the following meanings unless otherwise required by the context in which they may be used:

(a) Athlete Representative. "Athlete Representative" means a Qualified Athlete who serves as an Officer, or any committee established or referenced in these Bylaws.

(b) Officer. "Officer" means the member elected to one of the seven (7) offices of the Corporation.

(c) Corporation. "Corporation" means Rochester Renegades Women's Rugby Football Club, Inc. d/b/a Rochester Renegades (hereinafter sometimes referred to as "Rochester Renegades").

(d) Captain. "Captain" means one of the elected members of the Corporation designated to lead the team on the field of play during practice and games.

(e) Notice. "Notice" means written notice delivered to the person entitled thereto personally or by sending a copy thereof by any of the following methods:

(i) By first class or express mail (postage prepaid) or by courier service (postage prepaid) to the person's address supplied by the person for the purpose of notice. Notice pursuant to this paragraph shall be deemed to have been given to the person entitled thereto when deposited in the U.S. mail or with a courier service for delivery to that person.

(ii) If consented to by the person entitled to notice, by facsimile transmission, e-mail, or other electronic communication to the person's facsimile number or e-mail address supplied by the person to the Corporation for the purpose of notice. Notice pursuant to this paragraph shall be deemed to have been given to the person entitled thereto when sent.

(f) Qualified Athlete. "Qualified Athlete" means an athlete who is an Active or Social Member of the Corporation and who has been a member of Rochester Renegades Team or Sevens Team within the two (2) months before such applicable seating or vote.

(g) Qualified Sevens Athlete. "Qualified Sevens Athlete" means an athlete who is an Active or Social Member of the Corporation and who has been a member of Rochester Renegades sevens team within the two (2) months before such applicable seating or vote.

ARTICLE II

PURPOSES AND POWERS

Section 2.1. General. The Corporation shall be the Rochester Area Club for the sport of rugby in the State of New York and shall aim to enhance the sport.

Section 2.2. Purposes. The Corporation is organized exclusively for the purposes as defined and limited by Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or any corresponding provision of any future United States Internal Revenue Law) and, in furtherance thereof and not in limitation thereof:

(a) To coordinate and develop athletic activity in the Rochester, New York area directly relating to the sport of rugby, and to foster productive working relationships among organizations active in the sport of rugby;

(b) To promote and support athletic activities in the sport of rugby involving Rochester, New York and other cities or countries;

(c) To promote and encourage physical fitness and public participation in rugby;

(d) To assist organizations and individuals concerned with sports in the development of rugby training;

(e) To protect the opportunity of and encourage and provide assistance to any athlete, coach, trainer, manager, administrator, or official to participate in rugby without discrimination on the basis of race, color, religion, age, gender, sexual orientation, national origin, or physical handicap;

(f) Facilitate, through orderly and effective administrative procedures consistent with these bylaws, the resolution of conflicts, disputes, or grievances which involve any of its members;

(g) Establish and maintain offices for the conduct of the affairs of the Corporation; and

(h) Do all things necessary and/or appropriate to promote or further the sport of rugby.

Section 2.4 Arbitration.

(a) Rochester Renegades shall submit to final and binding arbitration conducted on a timely basis under the auspices of the American Arbitration Association, in accordance with the commercial rules of the American Arbitration Association.

Section 2.5. IRB Rules. Rochester Renegades shall automatically adopt all Laws of the Game as may be promulgated by the IRB from time to time, without any further action required by the Officers or committee of Rochester Renegades. Rochester Renegades will timely publicize any such Law changes.

ARTICLE III

MEMBERS

Section 3.1. Eligibility, Terms, and Voting Rights. The Corporation shall have three classes of members: Active Members, Social Members, and Inactive Members (collectively the "Members").

(a) Active Members. Each Active Member shall be an individual who meets the following eligibility criteria:

(i) Is a player participating in the sport of rugby;

(ii) Has timely submitted a signed (electronic or otherwise), factually correct, and complete membership application in the form prescribed by the Corporation and has been approved as an Active Member by the Corporation;

(iii) Pays in a timely manner the fees and assessments established from time to time by the Officers, and dues established from time to time by the Officers;

(iv) Abides by all rules and regulations relating to eligibility, competition, play, and participation imposed by the IRB and the Corporation, as they may be amended from time to time; and

(v) Abides by the Corporation's Certificate of Incorporation, these Bylaws, the policies, and procedures of the Corporation, and such other terms or conditions of membership established by the Board of Directors, as they may be amended from time to time.

(vi) Is required to participate fully in all fundraising events and will be held fiscally responsible for meeting requirements established from time to time by the Officers.

(vii) Will be granted full access to the Corporation's website.

Active membership is open to any person, regardless of race, color, religion, age, sexual orientation, national origin or physical handicap who meets the eligibility criteria set forth above. Active membership is granted for a term of one (1) season. Each Active Member who is a Qualified Athlete shall be entitled to vote for the sole purpose of electing and removing Officers and Captains, as set forth in Sections 4.3 and 4.5 hereof.

(b) Social Members. Each Social Member shall be an individual who meets the following eligibility criteria:

(i) Is a player participating in the sport of rugby,

(ii) Has timely submitted a signed (electronic or otherwise), factually correct, and complete membership application in the form prescribed by the Corporation and has been approved as a Social Member by the Corporation;

(iii) Pays in a timely manner the fees and assessments established from time to time by the Officers, and dues established from time to time by the Officers;

(iv) Abides by all rules and regulations relating to eligibility, competition, play, and participation imposed by the IRB and the Corporation, as they may be amended from time to time; and

(v) Abides by the Corporation's Certificate of Incorporation, these Bylaws, the policies, and procedures of the Corporation, and such other terms or conditions of membership established by the Board of Directors, as they may be amended from time to time.

(vi) Is required to participate fully in all fundraising events and will be held fiscally responsible for meeting requirements established from time to time by the Officers.

(vii) Will be granted full access to the Corporation's website.

Social membership is open to any person, regardless of race, color, religion, age, sexual orientation, national origin or physical handicap who meets the eligibility criteria set forth above. Social membership is granted for a term of one (1) season. Each Social Member who is a Qualified Athlete shall be entitled to vote for the sole purpose of electing and removing Officers and Captains, as set forth in Sections 4.3 and 4.5 hereof.

(c) Inactive Members. Inactive Members shall be divided into two (2) categories: Old Girls and Friends of the Renegades.

(i) Old Girl Members. Each Old Girl shall be an individual who was a previous Active or Social Member for at least one (1) season.

A. Abides by the Corporation's Certificate of Incorporation, these Bylaws, the policies, and procedures of the Corporation, and such other terms or conditions of membership established by the Officers, as they may be amended from time to time.

Old Girl Membership is granted for an indefinite term, subject to continued satisfaction of the eligibility criteria set forth above.

Old Girl Members generally shall have no voting rights.

(ii) Friends of the Renegades. Each Friend of the Renegades Member shall be an individual or an organization that meets the following criteria:

A. Is an individual or organization that financially or socially supports the Corporation.

B. Abides by the Corporation's Certificate of Incorporation, these Bylaws, the policies, and procedures of the Corporation, and such other terms or conditions of membership established by the Officers, as they may be amended from time to time.

Friends of the Renegades membership is granted for an indefinite term, subject to continued satisfaction of the eligibility criteria set forth above. Friends of the Renegades Members shall have no voting rights.

(d) Membership Term. The membership term shall be from the start of the Fall Season to the end of the Fall Season, or the start of the Spring Season to the end of the Spring Season, or the start of the Sevens Summer Season to the end of the Sevens Summer Season.

(e) Other Rights. The Officers may establish other rights and benefits of membership, provided that such rights and benefits are consistent with these Bylaws.

Section 3.2. Membership Dues and Fees. The Corporation shall have the power to assess dues and fees upon the Members. Such dues and fees may vary by class of Members, or by category of Members within each class. All dues shall be proposed by the Officers and approved by the Qualified Athletes or Qualified Sevens Athletes. If a modification of dues is not approved by the Qualified Athletes, the previous year's schedule of dues shall be the prevailing schedule without change.

Section 3.3. Voting by Qualified Athletes. The Corporation shall keep a list of the Qualified Athletes and Qualified Sevens Athletes eligible to vote to elect and remove Officers and Captains. Notice of the date, time, and manner for voting by the Qualified Athletes or Qualified Sevens Athletes shall be given by the Administrative Coordinator on behalf of the Officers to all Qualified Athletes or Qualified Sevens Athletes of record, as the case may be, at least fourteen (14) days prior to the date on which the vote will be held. Each Notice shall specify the purpose or purposes for which the vote is being held and shall include, when applicable, the nominees to be considered for election as Officers or Captains.

There shall be no required minimum level of participation by the Qualified Athletes or Qualified Sevens Athletes in any vote. Any number of Qualified Athletes or Qualified Sevens Athletes who timely participate in the vote after Notice is given shall constitute a quorum. Officers and Captains shall be elected by a plurality of the votes of the Qualified Athletes or Qualified Sevens Athletes as set forth in Section 4.2 of these Bylaws. Any Officer or Captain may be removed by a two-thirds (2/3) vote of the Qualified Athletes or the Qualified Sevens Athletes.

Section 3.4. Suspension or Termination of Membership.

(a) Active or Social Members. Active or Social Membership may be revoked or suspended as follows:

(i) The failure by an Active Member or Social Member to timely pay all dues and fees imposed by the Corporation upon such Member shall automatically result in a suspension of all rights and privileges of the Member. Such suspension shall become effective without further action of the Officers and shall remain in effect until such dues and/or fees are paid in full. If any such dues and fees remain unpaid for a period of one year, the membership of the non-paying Active Member or Social Member shall be revoked automatically, without further action of the Officers.

(ii) Active or Social Membership may be suspended or revoked based on the Member's failure to satisfy the applicable eligibility criteria or for other good cause consistent with the goals and purpose of Rochester Renegades. Any Active or Social Member whose membership is proposed to be suspended or revoked shall receive notice of the proposed denial, revocation or suspension and shall be entitled, upon notice, to a fair and equitable administrative hearing, conducted according to the rules of Article XII of these Bylaws to determine whether such suspension or revocation is in the best interest of this Corporation and its goals and purposes.

(b) Inactive Members. Inactive Membership may be revoked or suspended subject to the following:

(i) Inactive Membership (Old Girls or Friends of the Renegades) may be suspended or revoked for violation of the terms and conditions of membership or for other good cause consistent with the goals and purposes of Rochester Renegades, provided, however, that suspension and revocation for such reasons shall occur only upon an affirmative vote by two-thirds (2/3) of the voting members of the Corporation, regardless of the number of members voting. Any Inactive Member whose membership is proposed to be suspended or revoked shall receive prior notice of such proposal and shall have the opportunity to a fair hearing at the regularly scheduled Officers' meeting or a special meeting called for the purpose of considering such proposal.

Section 3.5. Transfer of Membership. Membership in this Corporation is nontransferable and non-assignable.

ARTICLE IV

OFFICERS

Section 4.1. Authority. The Rochester Renegades Officers (the "Officers") shall be the representative body of the Members. Subject to the rights of the Members and any limitations set forth elsewhere in these Bylaws or the Certificate of Incorporation of the Corporation, the affairs of the Corporation shall be under the general direction of the Officers, which shall administer, manage, preserve, and protect the property of the Corporation. The role, powers, and duties of the Officers shall be to make policy for the Corporation consistent with the goals and objectives stated within these Bylaws, to determine the membership of the Corporation as set forth herein, to recommend all dues and fix all fees to be paid by the members of the Corporation, to raise funds for the use and benefit of the Corporation, and to oversee implementation of policy of the Corporation. All matters required by law to be submitted to a vote of the Members shall be submitted to the Officers, except as otherwise set forth in these Bylaws. The role, powers, and duties of the Officers shall include, without limitation:

(a) To receive and review periodic reports on the activities of the Corporation and actions taken by the Officers and report back to its constituent Members;

(b) To approve, from time to time, the dues structure proposed by the Officers;

(c) To elect and/or ratify the election of certain Officers of the Corporation, as set forth in Section 5.4 of these Bylaws;

(d) To remove Officers in accordance with Section 5.7 hereof;

(e) To approve amendments to the Certificate of Incorporation and Bylaws of the Corporation as set forth in Article XV; and

(f) To approve all fundamental change transactions not in the ordinary course of business, including without limitation, all mergers, consolidations, divisions, sales of substantially all assets, and the liquidation or dissolution of the Corporation.

(g) To formulate and monitor the implementation of the strategic plan of the Corporation;

(h) To approve and monitor the implementation of the annual business plan, operational plan, and budgets;

(i) To appoint and oversee the activities of the standing and ad hoc committees, sub-committees, and advisory groups of the Corporation;

(j) To formulate and implement sound corporate governance practices and to ensure that the Corporation acts ethically and adheres to high standards of corporate behavior;

(k) To provide for the preservation and effective use of the assets of Rochester Renegades so as to ensure the long-term viability of the organization and the availability of its resources, when needed;

(l) To ensure that the Corporation's financial statements are true, fair, and compliant with the law;

(m) To ensure that appropriate codes and policy frameworks exist to promote effective governance of Rochester Renegades through clear, written, and regular review and updating of:

a. the policies of Rochester Rugby

b. strategic and annual operational plans;

c. standing orders and terms of reference for committees and special advisory groups;

d. procedures and protocols for the operation of any Rochester Rugby associated entities;

e. clearly defined and delegated powers/limits of authority for decision making for the Officers

f. risk management and audit policies.

Officers shall be bound by the Corporation's confidentiality and conflict of interest policies; as such policies shall be adopted and amended from time to time by the Officers.

Section 4.2. Number, Qualifications, and Term.

The Officers shall consist of seven (7) voting officers being the President, the Vice President, the Match Secretary, the Secretary, the Treasurer, the Recruitment Coordinator, and the Social Coordinator, elected by the Qualified Athletes and the Qualified Sevens Athletes for the terms specified;

Each Officer shall serve for a term of one (1) year and until her successor has been duly elected and qualified or until such member's earlier death, resignation, or removal.

No paid employee of the Corporation shall be eligible to serve as a member of the Officers.

No member of the Officers shall be entitled to simultaneously serve in more than one position. In the event that a person is elected to more than one such position simultaneously, he or she shall resign one such position.

No member of the Officers shall be entitled to hold one Officer position for more than five (5) consecutive years.

Each Officer shall come to practice as often as is necessary to fulfill her duties and obligations in her elected position.

Each Officer must pay at least Social dues each season of her term.

Section 4.3 Nomination and Election.

An Officer shall be nominated by the Qualified Athletes and Qualified Sevens Athletes and elected by the Qualified Athletes and Qualified Sevens Athletes as set forth in Section 3.3 and as follows:

Nominations for Officers shall be solicited from the Qualified Athletes and Qualified Sevens Athletes at least fourteen (14) days in advance of the date on which the election of Officers will be held and shall have seven (7) days to submit those nominations to the Corporation. Upon receipt of the nominations, the President, or her designee, shall notify each nominee of the nomination. Nominees will have four (4) days to either reject the nomination or accept the nomination and submit a biography to the Corporation. If a nominee accepts the nomination, her name and biography shall be submitted to the Qualified Athletes and/or Qualified Sevens Athletes as a candidate for election as an Athlete Representative.

Voting shall occur via the distribution, collection, and tallying of ballots that will be distributed via the Corporation to the Qualified Athletes and/or Qualified Sevens Athletes who anticipate Active or Social membership in the following season and who have paid, in full, their financial obligation to the Corporation for the previous season. All Qualified Athletes and Qualified Sevens Athletes may cast one vote for one nominated individual for each Officer seat that is to be filled. The candidate having the most votes will fill the Officer seat she was elected to. All voting must be done in person at the All-Team meeting held at the end of the Fall Season.

All proxy assignments for any Qualified Athlete or Qualified Sevens Athlete, who anticipates Active or Social membership in the following season and who has paid, in full, their financial obligation to the Corporation for the previous season, must be received by the Corporation at least forty-eight (48) hours prior to the election. Each Qualified Athlete or Qualified Sevens Athlete may have one (1) proxy vote per Officer that is being elected. If a Qualified Athlete or Qualified Sevens Athlete is a candidate for any Officer position to be elected, she may not be a proxy voter.

Section 4.4 Vacancies.

In the event of the death, resignation, or removal of an Officer, such Officer shall be replaced as follows:

(a) If the vacancy occurs more than six (6) months prior to the Fall Meeting election, a special election shall be held following nomination and election directives outlined in Section 4.3.

(b) If the vacancy occurs less than six (6) months prior to the Fall Meeting election, an appointment by the majority of the Officers shall fill the position until the next election is held or until her earlier death, resignation, or removal.

(c) If an Officer elect is not found, the duties of that vacant position shall be performed, or delegated, by the remaining Officers until the next election is held or until her earlier death, resignation, or removal.

Section 4.5 Resignation or Removal.

Any member of the Officers may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance of the resignation as determined by the Corporation.

Any member of the Officers may be removed from office at any time by the persons or body authorized under these Bylaws to elect or appoint such member, with or without assigning any cause. In the event that an Active or Social membership is revoked or otherwise terminated, an Officer shall be deemed automatically removed from office.

Section 4.6 Meetings.

Meetings of the Corporation shall be held at such place as the person calling the meeting shall so indicate in the meeting notice.

There will be four (4) types of meetings as follows:

(a) An All-Team Meeting will be a meeting of all Qualified Athletes and Qualified Sevens Athletes. There will be four (4) annual meetings. There will be a meeting held within one (1) week prior to the first game of either the Fall or Spring season. There will be a meeting held within one (1) month after the last game of either the Fall or Spring season. In the event that a Sevens Summer Season is held, there will be a meeting held within one (1) week prior to the first Summer game and one meeting held one (1) month after the last Summer game.

(b) An Officer Meeting will be a meeting of all Officers of the Corporation, and will be open to any Qualified Athlete or any Qualified Sevens Athlete, unless otherwise stated. Officers will meet once a month to discuss any outstanding or upcoming issues of the Corporation. These meetings are to be scheduled by the Administrative Coordinator.

(c) A Subcommittee Meeting will be held in the event a subcommittee is formed for a specific event or purpose. It is necessary for the subcommittee to communicate with the Officers are regular intervals, report to the President and/or the Officer affiliated with the subcommittee at her request, and attend Officers' meetings as needed.

(d) A Special Meeting may be called by the President. Notice of such special meetings and the purpose thereof shall be given in the most reasonable manner designed to notify the Qualified Athletes and Qualified Sevens Athletes.

Section 4.7 Quorum and Voting.

At all meetings of the members of the Corporation, the presence of a majority of the members shall constitute a quorum. In addition to those members who are actually present at a meeting, members shall be deemed present at such meeting by way of telephone or similar communication equipment provided that all persons participating in the meeting can hear each other at the same time. The act of a majority of the members present at a meeting which a quorum is present shall be an act of the Corporation. Each member of the Corporation shall be entitled to one vote on each matter submitted to a vote. Qualified Athletes and Qualified Sevens Athletes may designate a member to attend meetings in their stead, and designees will be permitted to participate and vote by proxy.

Section 4.8 Notices.

The President (or her designee) shall provide Notice of each meeting of the members of the Corporation and/or the Officers at least two (2) weeks prior to the date of the meeting, unless a greater period of time is required by law in a particular case. Such Notice shall set forth the date, time, and place of the meeting and the purpose or purposes for which the meeting is called. In the case of the season ending All-Team Meetings or other meeting held for the purpose of electing Officers or Captains, the Notice shall also include the slate of nominees for open Officer or Captain positions.

ARTICLE V

INDEMNIFICATION

Section 5.1 Mandatory Indemnification of Officers and Captains.

The Corporation shall indemnify, to the fullest extent now or hereafter permitted by law, each Officer, Captain, or Coach of the Corporation who was or is made a party to or witness in, or is threatened to be made a party to or a witness in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that she/he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by her/him in connection with such action, suit, or proceeding.

Section 5.2 Mandatory Advancement of Expenses to Officers or Coach.

The Corporation shall pay expenses (including attorneys' fees and disbursements) incurred by an Officer or Coach of the Corporation referred to in Section 5.1 hereof in defending or appearing as a witness in any civil or criminal action, suit, or proceeding described in Section 5.1 hereof in advance of the final disposition of such action, suit, or proceeding. The expenses incurred by such Officer or Coach in her/his capacity as an Officer or Coach of the Corporation shall be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding only upon receipt of an undertaking by or on behalf of such Officer or Coach to repay all amounts in advance if it shall ultimately be determined that she/he is not entitled to indemnification by the Corporation because she/he has not met the standard or conduct set forth in the first sentence of Section 5.5 hereof.

Section 5.3 Permissive Indemnification and Advancement of Expenses.

The Corporation may, as determined by the Officers from time to time, indemnify to the fullest extent now or hereafter permitted by law, any person who was or is a party to or witness in, or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that she or he is or was an authorized representative of the Corporation, against all expenses (including attorneys' fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding. Subject to Section 5.2 hereof, the Corporation my, as determined by the Officers from time to time, pay expenses incurred by any such person by reason of her or his participation in an action, suit, or proceeding.

Section 5.4 Basis of Rights; Other Rights.

Each Officer or Coach of the Corporation shall be deemed to act in such capacity in reliance upon such rights of indemnification and advancement of expenses as are provided in this Article. The rights of indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any agreement, vote of disinterested Officers, statute, or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.5 Determination of Indemnification.

Any indemnification under this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the authorized representative is proper in the circumstances because such person has acted in good faith and in a manner she or he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe her or his conduct unlawful. Such determination shall be made (1) by the Officers by a majority vote of a quorum consisting of Officers who were not parties to such action, suit, or proceeding, or (2) by a quorum of disinterested Officers so directed by outside legal counsel in a written opinion. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.

Section 5.6 Definition of Corporation.

For purposes of this Article, references to "the Corporation" shall include, in addition to the resulting corporation, and constituent corporation (including any constituent of a constituent) absorbed in consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its authorized representatives so that any person who is or was an authorized representative of such constituent corporation shall stand in the same position under this Article with respect to the resulting or surviving corporation as she or he would have with respect to such constituent corporation if its separate existence had continued.

Section 5.7 Definition of Authorized Representative.

For the purposes of this Article, the term "authorized representative" shall mean an Officer, Coach, employee, or agent of the Corporation or of any subsidiary of the Corporation, or a trustee, custodian, administrator, committeeman, or fiduciary of any employee benefit plan established and maintained by the Corporation or by any subsidiary of the Corporation, or a person serving another corporation, partnership, joint venture, trust, or other enterprise in any of the foregoing capacities at the request of the Corporation.

ARTICLE VI

OPPORTUNITY TO PARTICIPATE IN PROTECTED INTERNATIONAL COMPETITIONS

Section 6.1 Right to Participate in Competitions.

Neither the Rochester Renegades, or any Member of the Rochester Renegades, may deny or threaten to deny an athlete the opportunity to compete in the Olympic or Pan American Games, a Rugby World Cup, or other protected competitions as defined in the USOC Constitution and Bylaws from time to time, nor may the Rochester Renegades or any Member of the Rochester Renegades subsequent to such competitions censure or otherwise penalize any such athlete who participates in such competitions, without fair notice and an opportunity for a hearing.

Section 6.2 Allegations of Violations.

Any athlete who alleges that she has been denied by the Rochester Renegades or a Member of the Rochester Renegades a right established under Section 6.1 hereof shall immediately inform the President of the Rochester Renegades of such denial. The President shall cause an investigation to be made and steps to be taken to settle the controversy immediately. Notwithstanding any efforts by the President to settle the controversy, the athlete may refer the matter promptly to the Chief Executive Officer of the USOC for action under Article 9 of the USOC Bylaws. Any individual alleging a violation of Section 8.1 hereof may file a grievance with the President of the Rochester Renegades pursuant to the provisions of Article VI of these Bylaws.

Section 6.3 Hearing and Arbitration.

Any hearing conducted pursuant to this Section must be conducted on a timely basis and in accordance with the procedures set forth in Article VII of these Bylaws. If the controversy is not settled, the Corporation and the athlete shall submit to final and binding arbitration conducted under the auspices of the American Arbitration Association as set forth in Article VIII.

Section 6.4 Equal Application of Rights.

The rights granted to athletes under this Article VI shall apply equally to any coach, trainer, manager, administrator, or other official seeking to participate in the conduct of any international competition designated or referred to in Section 6.1.

ARTICLE VII

RIGHTS OF GRIEVANCE

Section 7.1 Rights to File Grievance.

Any Member of the Rochester Renegades may file a written or electronic grievance with the President of the Rochester Renegades pertaining to any matter within the cognizance of the Rochester Renegades and alleging a violation of any provisions of these Bylaws, the Ted Stevens Olympic and Amateur Sports Act, or the USOC Bylaws.

Section 7.2 Contents of Grievance.

Any grievance shall be signed under oath and shall allege with particularity of the nature of the grievance and each element of these Bylaws, the Ted Stevens Olympic and Amateur Sports Act, or the USOC Bylaws 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. The factual allegations shall be set forth in numbered paragraphs, each paragraph containing a single factual allegation. The Officers may establish a reasonable fee which must be paid by a Member filing a grievance.

Section 7.3 Informal Resolution.

Upon receipt of a grievance, the President shall refer it to the appropriate committee for a resolution. Every effort will be made to resolve the grievance or complaint through informal means and on a timely basis.

Section 7.4 Formal Hearing.

In the event the Member filing the grievance is not satisfied with the proposed resolution of the matter by informal means, or by the appropriate committee, the Member may request a hearing before a three member Appellate Panel to hear evidence, make findings of fact, and adjudicate the issues raised. Such a hearing shall be convened as expeditiously as possible at a time and place to be determined by the President. No member of the three member Appellate Panel shall have an interest in the subject matter, grievance, or complaint.

At any hearing conducted pursuant to this Section 7.4, all interested parties shall have the right to counsel, to present evidence in support or in opposition to the grievance, to examine and cross-examine witnesses, and to present such factual or legal claims as will support their positions. A summarized record of the proceedings shall be made by the hearing panel. The rules of evidence shall not be strictly enforced. The hearing may be conducted by telephone if all parties agree thereto. The Appellate Panel shall expeditiously conduct the hearing and report its findings of fact and recommendations to the Officers and all interested parties. The burdens of proof and of going forward shall be on the complainant.

Section 7.5 Expediting of Procedures.

The President may, in her sole discretion, expedite the period of the grievance procedure set forth herein. The President shall at all times seek to accomplish a timely resolution of the grievance.

Section 7.6 Submission to Arbitration.

If a complaining Member is dissatisfied with a decision, the complainant's 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 thirty (30) days of the Member's receipt of the decision described in Section 7.4 above. The arbitration shall be final and binding and shall be conducted on a timely basis and as set forth in Article VIII of these Bylaws.

ARTICLE VIII

ARBITRATION

Section 8.1 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 USA Rugby, 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 IX

RESTRICTIONS REGARDING THE OPERATIONS OF THE CORPORATION; ADMINISTRATION OF FUNDS

Section 9.1 No Violation of Purposes.

In no event and under no circumstances shall the Officers make any distribution or expenditure, engage in any activity, hold any assets, or enter into any transaction whatsoever the effect of which under applicable federal laws then in force will cause the Corporation to lose its status and a Corporation to which contributions are deductible in computing the net income of the contributor for purposes of federal income taxation.

Section 9.2 Depositories.

The Officers shall, from time to time, designate depositories for funds, property, and assets belonging to or under the control of the Corporation.

Section 9.3 Bonding.

The Officers shall in its sole discretion, determine whether corporate fidelity bonds or appropriate insurance shall be obtained at the expense of the organization in a form and amount approved by the Officers in order to indemnify the Corporation against losses resulting from infidelity, defalcation, or misappropriation by officers, employees, or agents of funds, property, or assets owned by or under the control of the Rochester Renegades.

Section 9.4 Tax Records.

The Corporation shall maintain at its principal office a copy of its application for exemption and all tax returns filed with the Internal Revenue Service (IRS). To the extent required by law, such documents shall be made available during regular practice or game hours for inspection by any person requesting to see them.

Section 9.5 Authorization.

All checks, notes, vouchers, warrants, drafts, acceptances, and other orders for the payment of moneys of the Corporation shall be signed by such officer or officers or such other person or persons as the Officers may from time to time designate.

Section 9.6 Non-Discrimination.

There shall be no discrimination on the basis of race, color, religion, age, gender, sexual orientation, national origin, or physical handicap in decisions concerning the eligibility for membership, committee assignments, or Officer positions, or concerning any other business or activity of the Corporation.

ARTICLE X

AMENDMENTS

Section 10.1 Authority.

Any alteration, amendment, and/or repeal of these Bylaws shall be proposed by the Officers and shall require the affirmative vote of at least two-thirds (2/3) of the Qualified Athletes or Qualified Sevens Athletes entitled to vote and present at the meeting where the vote is taking place. Except for amendments proposed by the Officers, no other amendment shall be considered by the Officers, nor shall any change to a proposed amendment be considered by the Officers unless the change merely goes to minor revisions of syntax, grammar, or spelling and not to substance.

Section 10.2 Notice.

Notice of any meeting at which an amendment will be considered shall be given to the President or the Officers, as the case may be, at least five (5) days in advance of such meeting. Such Notice shall include a copy of the proposed amendment and a summary of the changes to be effected thereby.

Section 10.3 Effective Date of Amendments.

Amendments approved by the Officers and approved by the Members shall be effective as of the date of approval.

ARTICLE XI

SAVING CLAUSE

Section 11.1 Saving Clause.

Failure of literal or complete compliance with provisions of these Bylaws with respect to dates and times of notice, or the sending or receipt of the same, or errors in phraseology of notice of proposals, within the judgment of the members at meetings held do not cause substantial to the rights of members, shall not invalidate the actions or proceedings of the members at any meeting.

Section 11.2 Bylaws.

All provisions of these Bylaws shall be constructed to conform and comply with all applicable state and federal laws and regulations.

 

AMENDED AND RESTATED

BYLAWS

OF

THE ROCHESTER RENEGADES WOMEN’S RUGBY FOOTBALL CLUB, INC.

 D/B/A ROCHESTER RENEGADES

 

Last Revised: May 23, 2013

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