November 1, 2017

THE CONSTITUTION
of the
Kenosha Mammoths Rugby Football Club

ARTICLE I. NAME OF ORGANIZATION.

The name of this organization shall be the Kenosha Mammoths Rugby Football Club

ARTICLE II. PURPOSE OF THE ASSOCIATION.

The Kenosha Mammoths Rugby Football Club, henceforth referred to as the “Kenosha
Mammoths” or “the Club”, exists to stimulate the interest of youth in the game of rugby
by providing free access to the sport as well as to serve the social welfare of community of
Kenosha, Wisconsin and surrounding area. To do so the Kenosha Mammoths will
participate in rugby competition sanctioned by USA Rugby, the recognized governing
body of rugby in the United States, and the Club will provide training, coaching, and
social activities to any interested in participating in rugby. Matches, practices, and
training sessions will be held in publically available spaces and be free to all to encourage
participation and instruct and educate the community in the game of rugby.

The Kenosha Mammoths are not organized for pecuniary gain or profit, incidental or
otherwise, and no part of the net earnings of the Mammoths shall inure to the benefit of, or
be distributable to, its directors, officers, members, or any individual, except in such cases
as the Club shall be authorized and empowered to pay reasonable compensation for
services rendered. Notwithstanding any other provision of this Constitution, the Club shall
not carry on any other activities not permitted to be carried on by an organization exempt
from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954 (or
the corresponding provision of any future United States Internal Revenue Law).

ARTICLE III. MEMBERSHIP.

Section 1. Members.

1. The Kenosha Mammoths is open to any and all persons who wish to participate in or
support rugby competition in the local community.

Section 2 Active Members.

1. Active members of the Club refer to those members who are eligible for participation in
sanctioned USA Rugby competition as player, coach, or referee. As such, active members
must:
a) Pay annual dues as set forth by the Board of Directors of the Club
b) Register with USA Rugby, affiliating with the Club under the appropriate role

Section 3. Club Alumni Members.

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1. Previous players or supporters may still retain association with the Club as alumni
members in order to support the Club socially or with financial and in-kind support. No
dues or registration shall be required of alumni members.

Section 4. Removal

1. The membership of any member of the Club may be terminated for cause by
supermajority (three-fourths) vote of all the members of the Board of Directors present at
a special meeting called for the sole purpose of the vote to remove not less than thirty (30)
days prior to such meeting, provided (i) the subject Member is notified promptly when the
meeting is called and (ii) the date and purpose of the meeting are widely broadcast to the
active members of the Club.

ARTICLE IV. BOARD OF DIRECTORS AND OFFICERS.

Section 1. Authority.

The governing body of the Kenosha Mammoths shall be a Board of Directors.

Section 2. Officers.

The Officers of the Association shall consist of a President, Vice-President, a Match

Secretary, a Social Secretary, and a Treasurer, held by five (5) separate Board members.
The Board of Directors shall elect the officers of the Association.

Section 3. Board of Directors.

The number of Directors shall be at least 5 and no more than 7. Any member in good
standing of the Association can be elected to the Board of Directors.

Section 4. Duties.

Except as otherwise specified in this Constitution, the duties of each Officer and Director
shall be prescribed by the Board of Directors.

Section 5. Meetings.

The Board of Directors shall meet periodically throughout the year as called by the
President. A quorum shall consist of 50% of the members of the Board of Directors, two
(2) of whom shall be current officers. A quorum is necessary for a meeting to conduct
official business.

ARTICLE V. ELECTION OF BOARD OF DIRECTORS.

Section 1. Election of Directors.

1. If a seat on the board becomes vacant, the remaining Directors will hold a team meeting
as soon as is practical to nominate and elect replacement Director(s). If conditions do not

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permit to hold an in-person team meeting, nominations and election may proceed via a
virtual method approved by all remaining Directors.

2. Any member of the Club, either active or alumni, may be nominated for the position of
Director by any other member in good standing at the annual convention.

3. Members elect additional Directors by majority vote of all members present at the team
meeting or via approved virtual voting process.

Section 2. Election of Officers.

1. Elections of officers to annual terms prior to the start of every season of competition.
Nominations may be solicited from all Club members, but voting in the election of
officers is restricted to Directors.

2. Officers may be re-elected without limit.

ARTICLE VI. VACANCIES.

Section 1. Vacancies in Club Offices

If a vacancy occurs in the offices of President, Match Secretary, Secretary, or Treasurer

the Board of Directors shall name the successor.

Section 3. Removal of a Director.

If a Director misses four (4) consecutive meetings, the President shall recommend to the
Board whether such Director shall be removed with notice being provided to the Director.
Thereafter, upon motion of the President, the Director may be removed by a majority vote
of all current Directors.

ARTICLE VII. STANDING COMMTTTEES.

The President shall appoint standing committees comprised of active or alumni Club
members as he deems necessary, subject to the consent of the appointees.

ARTICLE VIII. DUES.

The Board of Directors shall determine the annual dues of Active Members each year. At
the same time, the Board may also determine a discounted rate and criteria to qualify for
the discounted rate for members with financial difficulties.

ARTICLE IX. EXPENDITURES.

The Treasurer shall draw on the account of the Association, but all expenditure in excess
of $500 and any expense that will result in a negative account balance shall be approved
by the Board of Directors. The Treasurer shall make regular reports to the Board of

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Directors on the status of the Association's finances.

ARTICLE X. AMENDMENTS.

Section 1. Board of Directors.

1. The Constitution may be amended by the Board of Directors. A vote to amend the
Constitution may only be taken at a regularly scheduled meeting of the Board of Directors
at which at least two-thirds of the members of the Board of Directors are present.

2. Only Directors present at the meeting may vote.

3. An amendment is adopted if at least two-thirds of the members of the Board of

Directors vote in favor.

2. Section 2. Active Members.

1. The Constitution may be amended by a two-thirds supermajority vote of the Active

Members present at a general membership meeting called for such purposes at least fifteen
(15) days prior thereto by either (i) a vote of the Board of Directors or (ii) a petition signed
by at least ten (10) Active Members of the Association.

ARTICLE XI. DISSOLUTION.

Upon the dissolution of the Club, the Board of Directors shall, after paying or making
provision of the payment of all of the liabilities of the Club, dispose of all of the assets of
the Club exclusively for the purposes of the Club in such manner, or to such organizations
having the purpose or purposes similar to the Club, not organized for profit and no part of
the net earnings of which inures to the benefit of any private shareholder or individual as
shall at the time qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue law), as the Board of Directors shall determine.