BY-LAWS AND CONSTITUTION

OF THE

NORTHEAST RUGBY UNION INC.

(Updated to 12/4/95) (Updated 9/18/98)

ARTICLE I: PURPOSE

1.01. MISSION STATEMENT. The purpose of the Northeast Rugby Union (NRU), hereinafter referred to as the Corporation, shall be to manage, serve, and promote The Game of Rugby at all levels of play, especially in the Northeast area of the United States; to lead in the development and promotion of the sport of Rugby through the establishment and fostering of comprehensive programs for its members and their teams and participants in their various forms of involvement with The Game; to adhere to all of The Laws of The Game; to encourage and facilitate the involvement of as many people as possible in Rugby activities; and to support the growth of the United States of America as a competitive Rugby playing nation.

ARTICLE II: POWERS

2.01. AUTHORITY. The Corporation shall be an organization having powers to govern its Members. The Corporation shall have broad powers, including, but not limited to, the powers to: enforce its policies, raise funds, collect dues, sponsor programs, engage in publicity and public relations activities, disseminate information, distribute material, select and train representative teams, and exercise all powers available to a USARFU Member Territory. Each Member of the Corporation shall maintain its autonomy, but the Members shall band together to operate as a Territory as defined by the United States of America Rugby Football Union (USARFU). In fulfilling its territorial purpose, the Corporation shall not duplicate the programs of its Members.

In addition the corporation shall have all powers allowed by Law to corporations by New York State Law. In fulfilling its Territorial purpose the corporation shall strive when possible not to duplicate programs of its members.

ARTICLE III: MEMBERSHIP

3.01. ORIGINAL MEMBERS. The original membership of the Corporation shall be the Metropolitan New York Rugby Football Union (MNYRFU). the New England Rugby Football Union (NERFU), and the New York State Conference (NYSC), and such additional Members as shall be admitted from time to time as provided in Section 3.04.

3.02. MEMBERS. The membership of the Corporation shall be as follows: any corporation, association or other organization admitted to membership, which is engaged in the administration, supervision and direction of Rugby Football Union clubs and is in such local geographical area as determined from time to time by the Members of the Corporation, which has as members only bona fide Rugby Clubs and which agrees, and whose member clubs agree, to be subject to the authority of the Corporation and to conform to the Certificate of Incorporation and these By-Laws, and the Laws of the Game, the Laws of the United States of American Rugby Football Union (USARFU), the Rules as to Professionalism, and the Rules as to Tours as adopted from time to time by the Corporation shall be a Member of the Corporation. Members shall have the right to vote through their duly elected/appointed Corporate Directors.

Members shall have the right to vote through their duly elected/appointed Representatives to the Board of Directors.

3.03. DUES. All Members shall pay dues to the Corporation in such amounts as shall be determined by the Corporate Directors at the Annual Meeting in adopting the annual budget, which shall specify the dues to be paid by each Member, and as shall be determined, from time to time, by the Corporate Directors at a Special Meeting of the Members.

All Members shall pay dues to the Corporation in such amounts as shall be determined by the Board of Directors at the Annual Meeting or the next regularly scheduled meeting for the Board of Directors following the Annual Meeting in adopting the Annual Budget, which shall specify the dues to be paid by each Member, and as shall be determined from time to time by the Board of Directors at a Special Meeting of the Members.

3.04. ADMISSION. Any corporation, association, or other organization meeting the qualifications for membership set forth under the Section 3.02 hereof may apply to become a Member by submitting a written application, sponsored by a Members entitled to vote, which briefly describes its past activities with respect to Rugby and which contains an agreement to be bound by the Certificate of Incorporation of the Corporation, these By-Laws, the Laws of the Game, the Rules as to Professionalism, and the Rules as to Tours, as adopted by the Corporation from time to time. Approval by a majority vote of the Corporate Directors at a Meeting of the Members shall elect an applicant to membership.

3.05. VOLUNTARY WITHDRAWAL. Any Member may withdraw from the Corporation at any time by so notifying the President or Secretary in writing provided, however, a Member may not withdraw unless such withdrawal has been approved by a majority vote of its members entitled to vote. Unless otherwise specified in the notice of withdrawal, such withdrawal shall take effect upon the delivery of such notice, except that such Member shall continue to be liable for financial obligations to the Corporation accrued or accruing through the end of the Corporation's then current fiscal year.

3.06. TERMINATION. The membership in the Corporation of any Member shall terminate forthwith upon its ceasing to satisfy the requirements of membership under Section 3.02 or upon adoption of a resolution by the Corporate Directors by two thirds vote of the Board of Directors at a Meeting of the Members terminating such membership for cause or upon that Member's admission as a member of another Territory of the United States of America Rugby Football Union (USARFU), except that such Member shall continue to be liable for financial obligations to the Corporation accrued or accruing through the end of the Corporation's then current fiscal year.

ARTICLE IV: MEMBERS AND BOARD OF DIRECTORS MEETINGS

4.01. ANNUAL MEETINGS. The Annual Meeting of the Members and Board of Directors of the Corporation for the election, as required, of Corporate Directors, Officers, and/or USARFU Representatives, for the adoption of the annual budget of the Corporation, and for the transaction of such other business as may properly come before such meeting shall be held at a place and time on such day in December of the current year or January of the immediately succeeding year as shall be designated by the Chairman President or, if no such designation is made, by default on the third Sunday in January.

4.02. SPECIAL MEETINGS. Special Meetings of the Members and Board of Directors may be called at any time by order of a majority of the Members or by order of the Chairman President, who shall give written notice thereof to the Secretary.

4.03. PLACE AND TIME. Each Annual Meeting of the Members and Board of Directors shall be held at the place (within or without the geographic area of the Corporation's Members) and at the date and time designated by the Chairman President or by default and as specified in the notice or waiver of notice thereof. Any Meeting of the Members and Board of Directors may take place via teleconference, and any Member or Members of the Board of Directors may participate in a the Meeting of the Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

4.04. NOTICE OF MEETINGS. Except for the first Annual Meeting of the Members, written notice of each Meeting of the Members and Board of Directors shall be mailed to each Member’s Secretary at its address and each Corporate Director Member of the Board of Directors at his/her address, as they appear on the records of the Corporation, not less than ten nor more than fifty days before the scheduled date of such meeting. Each such notice shall state the purpose or purposes for which the meeting is called, the time and place thereof, and, if such notice shall be a notice of a Special Meeting, by whose order the meeting was called. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. No notice of any meeting need be given, however, to any Member of the Board who waives notice thereof in writing or by telegram or cable or facsimile transfer before or after such meeting. Notice sent by fascimile or e-mail shall be deemed to be given when the sender has received confirmation that such fascimile or e-mail has been sent and received by the parties to whom notice has been given. Attendance of a Member, by its Corporate Director or, in the absence of its Corporate Director, an authorized representative, at a Meeting of Members and Board of Directors shall constitute a waiver of notice of such meeting. No notice need be given of any adjourned meeting of the members. Any business may be transacted at any adjourned meeting which might have been transacted at the meeting as originally scheduled.

4.05. CONDUCT OF MEETINGS. Meetings of Members and Board of Directors shall be presided over by one of the following officers in the following order of seniority and if present and acting, the President, the Secretary, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the Members. The Secretary of the Corporation, or, in his/her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the Chairman of the meeting shall appoint a secretary of the meeting.

4.06. REPRESENTATION. Each Member shall be represented and shall vote at any Meeting of the Members and Board of Directors by its respective duly elected/appointed Corporate Director. In the absence of its Corporate Director, a Member may be represented by a duly elected/appointed alternate representative. For the first Annual Meeting of the Members and Board of Directors, each Member shall be represented and shall vote by its current President. Except at the Annual Meeting of Members, Any Member may authorize another Member's Corporate Director or, in the absence of that Corporate Director, another Member's alternate representative, to act for it by proxy in all matters in which a Member is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the Member's President or other authorized officer to be valid. A proxy is only valid for the meeting and actions specified in the proxy.

4.07. QUORUM. Except as at the time otherwise required by statute, the presence at any meeting of a majority of the Members and Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except that all Members and Board of Directors, by way of their respective Corporate Directors, or in the absence of any Corporate Director, the duly authorized alternate representative, must attend the Annual Meeting. The Members Directors present at a Meeting of the Members and Board of Directors may adjourn the meeting despite the absence of a quorum.

4.08. VOTING. Each Member shall be entitled to one vote, by its Corporate Director. Except insofar otherwise required by statute, all matters acted upon at any meeting of the Members shall be decided by a majority of the votes cast by the Corporate Directors, or in their respective absences, their alternates. Proxy voting shall not be allowed at the Annual Meeting of Members, but shall be allowed at any Special Meeting ofthe Members. At any Meeting or Special Meetings of the Members and Board of Directors each person on the Board of Directors shall be entitled to one vote. Excepted so far as otherwise required by statute, all matters acted upon at any Meeting of the Members and Board of Directors shall be decided by a majority of the votes cast by the Board of Directors or by their respective alternates.

4.09. ACTION WITHOUT MEETING. Any action required to be taken at any Meeting of the Members, other than the Annual Meeting of Members, or any action which may be taken at any Meeting of the Members and Board of Directors, other than the Annual Meeting of Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the Corporate Directors three quarters of the Members of the Board of Directors of all the Members, and such written consent is filed with the minutes of proceedings of the meeting.

4.10. ELECTIONS. Corporate Directors, Officers, and USARFU Representatives may be elected, as appropriate for their terms of office, at the Annual Meeting of the Members and Board of Directors, or a Special Meeting of the Members called for that purpose. When election of Corporate Directors is required, each Member shall elect/appoint its own Corporate Director. Then the Corporate Directors shall elect, by majority vote, the following Officers: President, Vice President/Clubs Vice President/Men’s Clubs, Vice President/Women’s Clubs Vice President/Colleges, Secretary, and Treasurer, as set forth in Section 7.04.. The six (6) Officers shall also be Members of the Board of Directors. Two of the Officers shall be from the Metropolitan New York Rugby Football Union, Two of the Officers shall be from New England Rugby Football Union, and Two of the Officers shall be from New York State Rugby Conference. The Corporate Directors shall also elect the Corporation's representatives to the USARFU Board of Directors, and representatives to USARFU Committees as appropriate, as set forth in Articles VIII and IX.

4.11. FINANCIAL AFFAIRS. The annual budget of the Corporation shall be adopted by the Corporate Directors at the Annual Meeting of the Members and Board of Directors. The budget so adopted, including expenses, revenues, and dues assessed to Members, may be altered or modified only by a subsequent vote of the Corporate Directors Board of Directors at a Meeting of the Members called for that purpose.

ARTICLE V: BOARD OF DIRECTORS

5.01. POWERS. The business, activities, affairs, and property of the Corporation shall be managed, directed, and controlled by the Board of Directors of the Corporation, except as otherwise provided by statute or by these By-Laws. The Board of Directors shall have power to impose disciplinary action upon any Member or player, official, or member club of a Member for infringement of any By-Laws, Law of the Game, or Rules as to Professionalism, or Rules as to Tours, or for any conduct which, in the opinion of the Board of Directors, is prejudicial to the interest of the Corporation or to the game of Rugby. All matters not reserved to the Members or the Corporate Directors or otherwise provided for in these By-Laws shall be decided by a majority vote of the Board of Directors.

5.02. NUMBER. The initial Board of Directors shall consist of the three current Presidents of the Original Members. Thereafter, starting with the first Annual Meeting of the Members of the Corporation, the Board of Directors shall consist of the Corporate Directors elected/appointed by each Member, as set forth in Section 5.04, and the following Officers: the President, the Vice President/Clubs Vice President/Men’s Clubs, the Vice President/Women’s Clubs, Vice President/Colleges, the Secretary, and the Treasurer; unless a different number of members of the Board of Directors shall be fixed by an amendment to these By-Laws adopted at Annual or Special Meetings of the Members, but the number of members of the Board of Directors shall not be less than three.

5.03. QUALIFICATIONS. Each member of the Board of Directors shall be an individual at least 21 years of age and shall be a member in good standing of a club which is a member in good standing of one of the Members of the Corporation.

5.04. CORPORATE DIRECTORS. The initial Corporate Directors, starting with the first Annual Meeting of the Members, shall be the three current Presidents of the Original Members. Thereafter, the election/appointment of Corporate Directors, if required, shall be held at an Annual Meeting of the Members, at which each Member shall elect/appoint one Corporate Director. Each Corporate Director shall hold office for a two-year term. In the event that a Corporate Director is elected to the position of President, or Vice President/Clubs, or Vice President/Colleges, or Secretary, or Treasurer of the Corporation, he/she must resign as Corporate Director and the Member that elected/appointed him/her as Corporate Director shall elect/appoint another Corporate Director.

The Board (Officers and Directors) shall have the authority to remove a Corporate Director for cause, at any duly scheduled (or specially) called meeting of the Board at which a majority of all Officers and Directors is present, upon approval by two-thirds of the Officers and Directors present. Said cause may include, but is not limited to: 1) failure to attend duly scheduled Board meetings; 2) failure to perform the duties of the Officer or Director position as defined and described in the NERFU By-Laws; 3) failure to carry out directives of the Board relating to the performance of said position; or 4) any other cause, based on misconduct or dereliction or neglect of duty (while) in office, the Board deems appropriate.

5.05. CHAIRMAN OF THE BOARD. The Corporate Directors shall elect from among themselves a Chairman of the Board of Directors, who shall hold such office during his/her current term as Corporate Director.

ARTICLE VI: BOARD OF DIRECTORS MEETINGS

6.01. ANNUAL MEETINGS. The Annual Meeting of the Board of Directors of the Corporation, which shall be the first meeting of the newly elected Board, shall be held as soon after its election at the Annual Meeting of the Members as the Board members may conveniently assemble, but no later than one month after the close of the Annual Meeting of the Members, at such time and place (within or without the geographic area of the Corporation's Members) as determined by the Chairman of the Board.

6.02. REGULAR MEETINGS. Regular Meetings of the Board of Directors shall be held at such times and places (within or without the geographic area of the Corporation's Members) as determined by the Board of Directors.

6.03. SPECIAL MEETINGS. Special Meetings of the Board of Directors may be called at any time by order of a majority of the members of the Board or by order of the Chairman of the Board President, who shall give notice thereof to the Secretary.

6.04. PLACE AND TIME. Each Meeting of the Board of Directors shall be held at the place (within or without the geographic area of the Corporation's Members) and at the time specified in the notice or waiver of notice thereof. Any Meeting of the Board of Directors may take place via teleconference, and any member or members of the Board may participate in a Meeting of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.

6.05. NOTICE OF MEETINGS. Except for the first Annual Meeting of the Board of Directors, written notice of each Meeting of the Board of Directors shall be mailed to each member of the Board of Directors at his/her address, as it appears on the records of the Corporation, at least ten days before the scheduled date of such meeting, or shall be sent to each member of the Board of Directors by telegram or cable or e-mail or facsimile personally, at least five days before the scheduled date of the meeting. Written, oral, or any other mode of notice of the time and place shall be given for Special Meetings of the Board of Directors, in time for the convenient assembly of the members of the Board thereat. Each such notice shall state the purpose or purposes for which the meeting is called, the time and place thereof, and, if such notice shall be a notice of a Special Meeting, by whose order the meeting was called. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. No notice of any meeting need be given, however, to any member of the Board who waives notice thereof in writing or by telegram or cable or facsimile transfer before or after such meeting. Attendance of a member of the Board shall constitute a waiver of notice of such meeting. No notice need be given of any adjourned meeting of the Board. Any business may be transacted at any adjourned meeting which might have been transacted at the meeting as original scheduled.

6.06. CONDUCT OF MEETINGS. The President, if present and acting, or next, the Secretary, if present and acting, or any other member of the Board chosen by the Board, shall preside. The Secretary of the Corporation, or, in his/her absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the President of the meeting shall appoint a secretary of the meeting.

6.07. REPRESENTATION. Each member of the Board shall be represented and shall vote at any meeting of the Board. In the absence of its Corporate Director, a Member may be represented at a Meeting of the Board of Directors by a duly elected/appointed alternate representative. For regular Meetings of the board, such alternate representation of the Corporate Director requires a seven (7) day notice from the respective Member to the Secretary of the Corporation in order for the alternate to cast any votes at the meeting. Any member of the Board may authorize another member of the Board to act for him/her by proxy in all matters in which a member of the Board is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the member of the Board authorizing the proxy in order to be valid. A proxy is only valid for the meeting and the specific actions specified in the proxy.

6.08. QUORUM. Except as at the time otherwise required by statute, the presence at any meeting of a majority of the members of the Board, which shall include at least one Corporate Director and at least one Officer, shall be necessary and sufficient to constitute a quorum for the transaction of business, except when a vacancy or vacancies prevents such minimums, whereupon a majority of the members of the Board in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board (defined as the total number of Corporate Directors and Officers which the Corporation would have if there were no vacancies). A majority of the members of the Board present, whether or not a quorum is present, may adjourn a meeting to another time and place.

6.09. VOTING. Each member of the Board (the Corporate Directors and the Officers) shall be entitled to one vote. Except insofar as otherwise required by statute, all matters acted upon at any meeting of the Board shall be decided by a majority of the votes cast by the members of the Board; and the majority vote of the members of the Board present at a meeting at which a quorum is present shall be the act of the Board, provided, however, in any matter that results in a tied vote among the members of the Board voting, the Chairman may then cast the deciding vote as Chairman, in addition to his/her vote as a Corporate Director, in order to break the tie.

6.10. ACTION WITHOUT MEETING. Any action required to be taken at any Meeting of the Board of Directors, or any action with may be taken at any Meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the Board., and such written consent is filed with the minutes of proceedings of the meeting.

ARTICLE VII: OFFICERS

7.01. DESIGNATION. The officers of the Corporation shall consist of a President, a Vice President/Clubs Vice President/Men’s Clubs, Vice President/Women’s Clubs, a Vice President/Colleges, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Corporate Directors, other such officers, who may include one or more Assistant Secretaries and Assistant Treasurers, and such other officers with such titles as the resolution of the Corporate Directors choosing them shall designate.

7.02. BOARD MEMBERSHIP. As a result of their election, the President, the Vice President/Clubs, Vice President/Men’s Clubs, Vice President/Women’s Clubs, the Vice President/Colleges, the Secretary, and the Treasurer shall become members of the Board of Directors.

7.03. ELIGIBILITY. No person may serve as an Officer of the Corporation while also serving as a Corporate Director of the Corporation. Any duties, responsibilities, privileges, or powers of an Officer unable to serve due to the previous restriction, or due to any reason whatsoever shall be transferred to the Corporate Directors until such time as a replacement for such Officer is elected.

7.04. QUALIFICATIONS. All Officers must meet the qualifications as set forth for members of the Board of Directors in Section 5.03. Not more than two (2) Officers shall be elected from the same Member. During the first three years of the Corporation's existence, each Original Member, as set forth in Section 3.01 shall be represented in at least one of the Officer positions.

7.05. ELECTION. Officers shall be elected at the Annual Meeting of the Members, and may be elected at any Special Meeting of the Members, by majority vote of the Corporate Directors. Except for the first Annual Meeting of the Members, no person may be elected as an officer unless he/she shall have been nominated in writing by a Corporate Director and such nomination shall have been received by the Secretary of the Corporation not less two weeks prior to the day on which the election is to be held, provided, however, the foregoing provision shall not apply to a person elected to fill a vacancy in an office for the remainder of an unexpired term, or to any Officer elections at the first Annual Meeting of the Members. A list of the persons so nominated for election as Officers shall be mailed to each Corporate Director not less one week prior to the day on which the election is to be held, provided, however, the foregoing provision shall not apply to the first Annual Meeting of the Members.

7.06. TERM. Each Officer shall hold office for one year or until his successor shall have been elected and shall have qualified or until his death, resignation, or removal, whichever shall first occur.

7.07. RESIGNATION. Any Officer may resign at any time by delivering a written resignation to the President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon such delivery.

7.08. REMOVAL. Any Officer may be removed by the Corporate Directors Board of Directors, at any time for cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall require a two-thirds majority vote of the Corporate Directors Board of Directors.

7.09. VACANCIES. Any vacancy in any office may be filled by the Corporate Directors Board of Directors, upon approval by a majority of the total number of Corporate Directors, at any time for the unexpired portion of the term.

7.10. POWERS AND DUTIES. The Officers of the Corporation shall have such powers and duties, except as may be modified by the Corporate Directors Board of Directors, as generally pertain to their respective offices and such other powers and duties as from time to time may be prescribed by the Board of Directors. Any Officer may be required by the Corporate Directors Board of Directors to give bond for the faithful discharge of his/her duties in such form and amount and with such surety as the Corporate Directors Board of Directors may determine. In furtherance and not in limitation of the generality of the foregoing and subject to the direction of the Corporate Directors Board of Directors, the powers and duties of the respective officers shall be as follows.

(a) President. The President shall be the chief executive officer of the Corporation. He/She shall have general charge of the business, affairs, and property of the Corporation, and general supervision over its officers and agents and shall cause all orders and resolutions of the Board of Directors and the Executive committee to be carried into effect. He/She may sign any contract or other instrument authorized by the Board of Directors or the Executive committee.

(b) Vice Presidents. The Vice President/Clubs Vice President/Men’s Clubs shall have general responsibility for the management of programs and activities dealing with Men’s club teams and players. He/She shall perform such duties and have such powers as shall be assigned to him/her by the President or the Board of Directors. The Vice President/Women’s Clubs shall have general responsibility for the management of programs and activities dealing with Women's club teams and players. He/She shall perform such duties and have such powers as shall be assigned to him/her by the President or the Board of Directors. The Vice President/Colleges shall have general responsibility for the management of programs and activities dealing with college teams and players. He/She shall perform such duties and have such powers as shall be assigned to him/her by the President or the Board of Directors.

(c) Secretary. The Secretary shall:

1. Have custody of the current records and documents of the corporation and responsibility for all records and documents, which shall at all reasonable times be open to inspection by any member of the Board of Directors;

2. Have custody of the seal of the Corporation and affix such seal to any contract or other instrument when so authorized or directed;

3. Cause all notices to be duly given in accordance with the provisions of these By-Laws and as required by statute;

4. Keep the minutes of all Meetings of the Members, the Board of Directors, and the Executive Committee; and,

5. Keep a record of the names and addresses of the Members and of the Corporate Directors and Officers.

6. In case of the absence or disability of the President, perform the duties and exercise the powers of the President.

(d) Treasurer. The Treasurer shall:

1. Have care and custody of funds and securities and of the financial records of the Corporation;

2. Deposit all moneys received by him/her for the Corporation in such banks, trust companies, or other depositories as from time to time may be designated by the Board of Directors;

3. Have charge of all the disbursement of the funds of the Corporation in accordance with the directions of the Board of Directors;

4. Keep correct and complete records of account including a record of receipts and disbursements of the Corporation which shall at all reasonable times be open to inspection of any member of the Board of Directors;

5. Render to the Board of Directors whenever requested, a report of the financial condition and operations of the Corporation; and,

6. Except for the first year of operation of the Corporation, prepare a budget for the coming fiscal year; the proposed budget must be submitted to the Members at least ninety (90) days prior to the meeting at which the budget is to be voted on. Failure to submit a proposed budget will require submission of the prior year's budget.

(e) Assistant Secretary and Assistant Treasurer. An Assistant Secretary shall, at the request or in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary. An Assistant Treasurer shall, at the request or in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer.

(f) Other Officers. Such Officers other than those enumerated above as may be elected by the Members shall perform such duties and exercise such powers as the Board of Directors may from time to time determine.

ARTICLE VIII: USARFU BOARD REPRESENTATIVES

8.01. NUMBER. The Corporation shall fill each of the representative positions to the USARFU Board of Directors as opportunities are provided by, and become available from USARFU.

8.02. ELECTION OF USARFU BOARD REPRESENTATIVES. Representatives to the USARFU Board of Directors shall be elected at the Annual Meeting of the Members, or any Special Meeting called for that purpose, by the Corporate Directors. If the number of Representatives to the USARFU Board available to the Corporation is greater than or equal to the number of Members, each Corporate Director, or in his/her absence, his/her duly designated alternate representative, shall elect one Representative to the USARFU Board. If the number of Representatives to the USARFU Board available to the Corporation is greater than the number of Members, then following the election of USARFU Board Representatives by each Corporate Director as specified earlier in this section, the Corporate Directors shall elect, by majority vote among themselves or their duly designated alternates, the remaining Representatives to the USARFU Board. If the number of Representatives to the USARFU Board available to the Corporation is less than the number of Members, then the Corporate Directors shall elect, by majority vote among themselves or their duly designated alternates, all of the Representatives to the USARFU Board.

8.03. QUALIFICATIONS. Each Representative to the USARFU Board of Directors must be at least 21 years of age and a member in good standing of a club in good standing of one of the Members.

8.04. VACANCIES. Either the Corporate Director who specifically elected a Representative to the USARFU Board or the Corporate Directors who collectively elected a Representative to the USARFU Board shall re-elect a person to fill the unexpired term of the such Representative created by the death, removal, disability, or resignation of the Representative.

8.05. RESIGNATION. Any Representative to the USARFU Board may resign at any time by delivering a written resignation to the President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

8.06. REMOVAL. Any Representative to the USARFU Board may be removed by the Corporate Directors at any time for cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall require a two thirds majority vote of the Corporate Directors. Such removal shall require an unanimous vote of the Corporate Directors.

ARTICLE IX: USARFU COMMITTEE REPRESENTATIVES

9.01. NUMBER. The Corporation shall fill each of the representative positions to any USARFU Committees (such as College, Women, Technical, Coaching, Youth, etc.) as opportunities are provided by USARFU.

9.02. ELECTION OF USARFU COMMITTEE REPRESENTATIVES. Representatives to any USARFU Committee available to the Corporation shall be elected at the Annual Meeting of the Members, or any Special Meeting called for that purpose, by the Corporate Directors. If the number of Representatives to a USARFU Committee available to the Corporation is greater than or equal to the number of Members, each Corporate Director, or in his/her absence, his/her duly designated alternate representative, shall elect one Representative to that USARFU Committee. If the number of Representatives to a USARFU Committee available to the Corporation is greater than the number of Members, then following the election of USARFU Committee Representatives by each Corporate Director as specified earlier in this section, the Corporate Directors shall elect, by majority vote among themselves or their duly designated alternates, the remaining Representatives to that USARFU Committee. If the number of Representatives to a USARFU Committee available to the Corporation is less than the number of Members, then the Corporate Directors shall elect, by majority vote among themselves or their duly designated alternates, all of the Representatives to that USARFU Committee.

9.03. QUALIFICATIONS. Each Representative to a USARFU Committee must be at least 21 years of age and a member in good standing of a club in good standing of one of the Members.

9.04. VACANCIES. Either the Corporate Director who specifically elected a Representative to a USARFU Committee or the Corporate Directors who collectively elected a Representative to a USARFU Committee shall re-elect a person to fill the unexpired term of the such Representative created by the death, removal, disability, or resignation of the Representative.

9.05. RESIGNATION. Any Representative to a USARFU Committee may resign at any time by delivering a written resignation to the President or Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery.

9.06. REMOVAL. Any Representative to a USARFU Committee may be removed by the Corporate Directors at any time for cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Such removal shall require a two-thirds majority vote of the Corporate Directors.

ARTICLE X: COMMITTEES AND PROGRAM COORDINATORS

10.01 APPOINTMENT. The President and the Board of Directors shall be authorized from time to time to appoint committees and program coordinators. Any committee or program coordinator position created by the Board of Directors or the President shall be advisory only unless otherwise directed by the Board of Directors. Any committee or program coordinator position created by the President shall first be approved by the Board of Directors.

ARTICLE XI: FINANCES

11.01. DUES AND FEES.. The Corporate Directors, as set forth in Section 4.11, and the Board of Directors, as set forth below in this Section, shall be authorized to assess dues and fees as may be necessary for the operation of the Corporation. The Board of Directors shall be authorized to to assess dues and fees as may be necessary for the operation of the Corporation. Any dues or fees assessed by the Board of Directors must first be approved by the Corporate Directors in order to be valid.

11.02. DELINQUENCY. Any Member who fails to pay contributions, dues, or fees as assessed will have its voting privileges suspended during the period of delinquency. In addition, other penalties to a delinquent Member may be assessed by the Board of Directors.

11.03. FISCAL YEAR. Commencing January 1, 1995, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XII: RULES

12.01. RULES. The rules contained in Robert's Rules of Order Revised (current version) shall govern The Corporation in all cases to which they are applicable and in which they are not inconsistent with the By-Laws of The Corporation.

ARTICLE XIII: CLUB TRANSFERS

13.01 APPROVAL. Any club wishing to transfer its membership from one Member to another Member must make application to the Secretary of the Corporation, and do the following in order to transfer:

(a) Satisfy all financial obligations to the Member the club wishes to leave;

(b) Notify in writing the President or the Secretary of the Member the club wishes to leave of its intentions to leave and the reason(s) for the transfer;

(c) Receive written approval of admission, subject to the provisions of this Section, from the Member the club wishes to join; and,

(d) Effect the transfer as of January 1 of the year following the year in which application to transfer was made, provided, however, that a team transfer from one Member to another Member may be effected at a time other than January 1 by mutual agreement among the two Members involved.

ARTICLE XVI: AMENDMENTS

14.01. CHANGES TO THE BY-LAWS. These By-Laws may be amended or repealed and new By-Laws may be made by vote of two thirds of the votes entitled to be cast by all of the Members of the Corporation entitled to vote thereon given at an Annual or Special Meeting of the Members; provided notice to the Corporation and such members is given of the proposed amendment(s), repeal, or new By-Laws in the same manner as notice for nominations under Section 7.04 hereof.