Article I. Name.
The name of the corporation shall be the Rhode Island Ultimate Players Association, Inc. (RIUPA). It may also conduct business as Rhode Island People’s Ultimate League or RIPUL.
Article II. Form, Purpose, and Mission
Section 1. Form.
RIUPA is a corporation organized under the laws of the State of Rhode Island.
Section 2. Purpose and Purpose.
The purpose of RIUPA is to conduct all affairs of Rhode Island Ultimate to spread the growth of the sport of ultimate frisbee. It serves to foster the sport of frisbee by providing opportunities to learn, play and teach spirited ultimate. It is committed to the principles contained in the then in place Community Agreement.
Article III. Ownership
Section 1. Issuance of Shares.
There are hereby created 100 shares of the corporation.
Section 2. Transfer of Shares.
Shares of RIUPA are non-transferrable without the approval of the Board. Any transfer without prior written consent of the Board shall be void and unenforceable.
Section 3. Right to Profits.
Shareholders of the RIUPA shall have no right to the profit of the corporation. All net revenue shall be reinvested into the operations or long-term needs of the corporation per approval of the Board.
Article IV. Membership.
Section 1. Eligibility.
Any individual that has participated in a RIUPA-organized activity and signed a RIPUL Community Agreement shall be eligible to be a member of RIUPA. Membership shall not be refused to any individual due to race, skill-level, color, religion, age, gender, sexual orientation, national origin, or disability.
Section 2. Maintenance of Membership List.
RIUPA shall, not less than annually, update its membership list based on participation in recent activities. The list shall be made available to the Board upon reasonable request. The Board may, upon a majority vote, make the list available to the membership on such terms as it deems reasonable.
Section 3. Revocation of Membership.
Membership may only be revoked or otherwise terminated by operation of a Revocation or Termination policy then in force after adoption by the Board. Persons who have had their membership revoked shall no longer be considered a Member for the purposes of these Bylaws.
Section 4. Membership Dues.
Dues shall take the form of RIPUL, or other RIUPA-organized activity, registration fees. The Board may create other forms of dues or methods of dues payment as necessary. Membership shall not be withheld or limited due to receiving a reduced or free RIUPA Membership.
Section 5. Rights and Privileges, and Limitations Thereof.
Members of RIUPA shall be entitled to serve as and/or elect members of the Board of Directors. Membership does not ensure future participation in any RIUPA-organized league or other activity. RIUPA shall pay no dividends directly or indirectly on dues received. Members shall not be entitled to any portion of the earnings of RIUPA derived through increase in the value of RIUPA property.
Article V. Board of Directors.
Section 1. Composition.
RIUPA’s Board of Directors (the “Board) shall consist of no fewer than five (5) and not more than nine (9) elected Directors. The RIUPA Board aims to match the ratio of gender expression of the membership as closely as possible.
Any Shareholder shall also be a member of the Board in ex officio capacity.
Any League Administrator, as defined by the Board, shall also be a member of the Board in an ex officio capacity.
Section 2. Election and Eligibility.
All Members shall be eligible to stand for election to the Board. The Board, following the earlier of August 15 or the end of a summer RIPUL season, shall initiate a nomination period upon providing at least two (2) weeks to the Membership, which shall include minimum requirements (e.g. demographic survey, gender identity balance, player references, etc.) for the terms being filled. The Board, if it receives at least two eligible nominees for a term, shall then conduct an online election where Members may cast a ballot for no less than three (3) days and no more than eight (8) days..
In the event that there are insufficient nominations of Members to meet the eligibility for a Director’s term, the Board may select Member(s), who would meet the previously-set requirements, by a three-quarters (¾) affirmative vote of the Board to fill positions for which there were not eligible nominees.
Section 3. Terms.
Terms shall be at most three (3) years, as any Director may resign under the provisions of Article V. Directors may serve no more than three (3) consecutive terms. New terms begin in January of each year.
Section 4. Meetings.
The Board shall regularly meet monthly. One of these meetings shall be the Annual Meeting. Special Meetings of the Board may be called by the Chair or upon the request of two Directors. Meetings may be conducted in person or via video conferencing technology.
Section 5. Quorum; Vote Required for Action.
A majority of the Directors shall constitute a quorum. All actions taken shall require an affirmative vote of a majority of the Directors present at a meeting at which a quorum is present, unless the act of a greater number is required by these Bylaws or by law.
Section 6. Action Without a Meeting
Any action required or permitted to be taken by the Board may be taken without a meeting by unanimous consent setting forth the actions so taken. Such unanimous consent shall be included in the minutes or filed in the corporate minute book reflecting the action so taken. Consent may be indicated via email, text messages, or other software used to survey the Board.
Section 7. Notices.
RIUPA shall provide to the Directors notice of each Regular, Annual and Special Meeting of Directors, stating the place, date and hour of the meeting, which notice need not include a description of the purpose or purposes for which the meeting is called, except that, unless stated in a written notice of the meeting, no bylaw may be brought up for adoption, amendment or repeal at such meeting.
A Director may waive any required notice before or after the date and time stated in the notice. A Director’s attendance at or participation in a meeting waives any required notice to that Director of the meeting, unless the Director at the beginning of the meeting or promptly upon their arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
Section 8. Provision for Resignation and Removal of Directors.
Directors may resign during their Term by providing notice to the Chair. The Board shall accept this notice at their next meeting. The Board may fill the vacancy until the next election by a three-fourths (¾) majority vote.
Any Director who has acted in a manner detrimental to the purposes as defined in Article II of these Bylaws may be removed as a Director. Such Director shall be removed by a three-fourths (¾) majority vote of the Director at a meeting of the Board called for the purpose of removing the Director. The notice of the meeting shall state that the purpose of the meeting is to consider the removal of the Director.
Section 9. Power and Duties.
The Board shall exercise the power to carry out all necessary tasks to run RIPUL.
Section 10. Committees.
There shall be a standing Equity Committee whose Chairperson shall not be a current Director. The Board may establish such other committees as may be necessary.
Article VI. Officers.
Section 1. Officer Positions.
RIUPA shall, at a minimum, have a Chair, a Secretary, and a Treasurer, each of whom shall have such duties, powers and functions as hereinafter provided or as prescribed by the Board. The Board may also elect or appoint such other officers with such titles and such duties, powers and functions as prescribed by the Board.
Section 2. Officers Duties.
The officers shall perform such as are usual to their respective offices, including but not limited to the following:
The President of RIUPA shall:
- Preside at meetings of the Membership and at meetings of RIUPA’s Board,
- Serve as signatory to any and all legal documents, and
- Make an annual report of the activities of RIUPA to the Membership.
The Secretary of RIUPA shall:
- Be responsible for preparation of the minutes of all the meetings of the Board of Directors,
- Maintaining and authenticating records of RIUPA,
- Cause notice to be given of all Board meetings,
- Cause copies of meeting minutes of the Board to be distributed to Directors, and
- Keep corporate records.
The Treasurer shall:
- Have financial statements and other reports prepared and presented to the Board, and
- Have required tax returns prepared and filed with applicable government entities.
Article VII. Financial Management
Section 1. Fiscal Year.
RIUPA’s fiscal year shall be January to December.
Section 2. Books, Records and Tax Returns.
RIUPA shall maintain complete and accurate books and records of its business affairs. Records shall be kept at its registered address.
Section 3. Bank Accounts.
The funds of RIUPA shall be deposited in a federally insured institution in the name of RIUPA, RIPUL, or any registered DBA.
Section 4. Signatory.
The Chair shall serve as signatory on all banking documents and any other financial or legal instrument. The Board may grant signatory authority to any other individual it deems necessary and prudent.
Section 5. Report to Membership.
Not less than annually, prior to the election of new Board Members, RIUPA shall provide a financial report to the Membership. These reports shall be made available online to all Members for a reasonable period of time following the production.
Article VIII. Conflict of Interest.
The Board shall at all times maintain a Conflict of Interest policy governing financial transactions between RIUPA and its Board members, employees, contractors, or any other agent.
Article IX. Equity and Inclusion.
The Board shall at all times maintain an Equity and Inclusion policy, enacted and amended upon the recommendation of the Equity Committee.