The USA Rugby (USAR) reorganization decentralized the management of the different stakeholder groups, and they were tasked to form their own governing bodies. Youth and high school decided to break away from USA Rugby and formed USA Youth and High School Rugby, which is in the process of forming its bylaws.
Earlier this month, 39 state governing bodies (SGB, which replaces “SRO,” or “state rugby organization”) voted in favor of the Terms of Reference (below). Read Alex Goff’s update on the evolution of the council and next steps for organizing the country’s youth and high school game.
Youth & High School Council Terms of Reference
INTRODUCTION
USA Youth and High School Rugby, a District of Columbia non-profit corporation, (“Corporation”) was created to be the governing body for youth and high school level rugby in the U.S.
USAR has designated the Corporation as the entity that will represent those interests within USAR’s governance structure. Consequently, the Corporation shall be the youth and high school “Community Council” identified in USAR’s bylaws.
To maintain designation as the youth and high school Community Council under USAR’s bylaws, the Corporation must adopt a basic voting mechanism that guarantees the state governing bodies (“SGB”) elected representation on the Corporation board of directors. These Terms of Reference outline that basic voting mechanism.
It is important to note that these Terms of Reference, if adopted by the SGBs, would create the most important part of the governance structure of the Corporation. As a non-profit corporation, it must have its own set of comprehensive bylaws that will govern its internal operations. Those bylaws will incorporate these Terms of Reference. Those bylaws will also contain other details about its internal governance that the membership decides.
In short, adoption by the SGBs of these Terms of Reference does two things: it constitutes the first step in developing its bylaws and assures USAR of the Corporation’s commitment to elected representation in its governance.
A. Corporation Governance 1. Interim Board: Directors elected by regions (now) June 2020, will serve until First Annual Meeting in January 2021. Will decide interim officers (see #6 below) 2. Eleven member Board of Directors: Board of Directors has ultimate authority over alldecisions and powers of Corporation. a. Eleven member Board of Directors will replace Interim Board at Annual Meeting in 2021. b. Seven regionally elected directors (“Regional Directors”) c. Four officers will also be At Large directors elected by SGBs (“At Large”). See #6. 3. 2-Year term: All directors and officers will serve a 2-year term. 4. Staggered terms: 1/2 of board to be elected each year at January Annual Meeting.
a. January 2021, 1/2 board is elected to 1-year term, expiring 2022, thereafter, 2-year terms expiring even years.
b. January 2021, 1⁄2 board is elected to 2-year term, expiring 2023 and odd years thereafter. 5. Director Removal a. Regional Directors can be removed by majority vote of SGBs in region. b. At-large Directors can be removed by majority vote of all SGBs. 6. Officers a. DC law requires there be both directors and officers. b. Officers run day-to-day operations, but are overseen by board of directors.
c. Officers will be the 4 At-Large directors d. Officer positions: i. President (who will act as chair of the board) ii. Vice-President iii. Secretary iv. Treasurer
B. Corporate Membership 1. Corporation will have 2 classes of members: a. All recognized SGBs: SGB president will represent SGB at Region and nationallyunless another representative is designated. b. 7 Regional Councils each comprising geographically grouped SGBs. 2. Membership Regions a. Region I – Northwest: Alaska, Idaho, Montana, NorCal, Oregon, Washington
b. Region II – Southwest: Arizona, Hawaii, New Mexico, Nevada, SoCal
c. Region III – Central: Colorado, Iowa, Kansas, Michigan, Nebraska, South Dakota, Utah, Wyoming
d. Region IV – Midwest: Illinois, Indiana, Kentucky, Minnesota, Missouri, North Dakota, Ohio, Wisconsin
e. Region V – South: Alabama, Arkansas, Florida, Louisiana, Mississippi, Oklahoma, Texas, American Territories/Possessions
f. Region VI – Southeast: Georgia, Maryland/Washington, D.C., North Carolina, South Carolina, Tennessee, Virginia, West Virginia
g. Region VII – Northeast: Connecticut, Delaware, Massachusetts, Maine, New Hampshire, New Jersey, New York, Pennsylvania, Rhode Island, Vermont 3. Member Voting a. Proportional Voting: SGBs will have proportional voting on all matters at Regional Council level, at-large director elections, and any other matter submitted for vote of the SGBs. b. Proportional voting based on number of registered players in SGB according to this formula:
Number Of Subscribeed Players in SGB: Number Of Votes
1 – 1,500: One (1)
1,501 – 3,000: Two (2)
3,000+: Three (3)
C. Terms of Reference – Bylaws, Expiration 1. Expiration. Terms of Reference expire if not adopted by SGBs by August 31, 2020
2. Incorporation into Bylaws. If adopted, Terms of Reference will be incorporatedinto Corporation bylaws a. Bylaws must be adopted by majority of SGBs using proportional voting. b. Bylaws will contain many other details including officer elections, duties, removal and committees. c. After adoption, Bylaws will require supermajority 2/3 vote of SGBs to amend, change.
D. Corporation – USAR relationship 1. USAR Community Council. Corporation board of directors is the Community Council for USAR bylaws. 2. USAR Board Rep. Corporation representative on USAR board of directors. a. Corporation board of directors will nominate.
b. SGBs will vote to approve (majority approval, proportional vote). 3. Community Agreement a. Is the master agreement that will govern relationship between the two companies.
b. Negotiated by the Corporation and USAR.
c. SGBs will vote to adopt (majority vote, proportional vote).