The full text of the NERRS by-laws are included below and PDF copy can be accessed with the following link: By-Laws Ratified in February 2026

By-Laws of New England Rugby Football Union Referees Society, Inc.

ARTICLE I - THE CORPORATION

1.1. The name of this corporation is the New England Rugby Football Union

Referees Society, Inc.; and it shall be referred to throughout these by-laws as the Society.

1.2. Purpose.
The Society shall be organized and operated exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.

The purposes of the Society include fostering the growth, development, quality, safety, and integrity of the sport of rugby football in the United States, and particularly in New England; assigning, educating, training, developing, supporting, and evaluating rugby referees and other match officials; increasing awareness and understanding of the laws, values, and traditions of the game as adopted by World Rugby and its successor bodies; and promoting participation in rugby at all levels of play.

The Society shall not be operated for the pecuniary profit or financial gain of the Society itself, and no part of its net earnings shall inure to the benefit of any member, officer, or director, except as reasonable compensation for services actually rendered in furtherance of the Society’s exempt purposes.

1.3. Corporate Seal.

The directors may adopt and alter the seal of the corporation.

1.4. Fiscal Year.

The fiscal year of the corporation, unless otherwise decided by the directors, shall end on December 31 in each year.

ARTICLE II – MEMBERS

2.1. Qualification and Dues.

The members shall be as follows:

_ Voting Members: those persons who have paid annual dues as set by the Board of Directors of the Society and have taken one or more match assignments in any role in the previous calendar year.

_ Affiliate Members: individuals not eligible to be Voting Members who are supportive of the mission of the Society.

The Board of Directors shall establish a procedure for eligible parties to register as members. Members shall pay annual dues to be fixed by the Board of Directors. The Board of Directors may provide that different classes of members shall pay different dues. A member that fails to pay annual dues shall be disqualified.

2.2. Powers and Rights.

In addition to the right to elect directors as provided in Section 4.1 and such other powers and rights as are vested in them by law, the Articles of Organization of the corporation, or these By-Laws, the members shall have such other powers and rights as the directors may designate.

2.3. Annual Meeting.
The annual meeting of the members shall be held each year during the first three (3) months of the calendar year, on a date and at a time fixed by the directors.

The annual meeting may be held at the principal office of the corporation or at such other place, including by remote or electronic means, as the directors shall determine.

If the annual meeting is not held within this period, a special meeting may be called and shall be treated as the annual meeting.

2.4. Special Meetings.

Special meetings of the members may be held at any time and at any place within the Commonwealth of Massachusetts. Special meetings of the members may be called by the president or by the directors, and shall be called by the clerk or, in the case of the death, absence, incapacity, or refusal of the clerk, by any other officer, upon written application of five members.

2.5. Notice of Meetings.

(a) Annual Meeting Notice.

Notice of the Annual General Meeting shall be provided to all members not less than thirty (30) days prior to the meeting. The notice shall state the date, time, and place of the meeting, and may include the agenda and any matters to be voted upon.

(b) Special Meeting Notice.

Notice of any special meeting of the members shall be provided to all members not less than seven (7) days prior to the meeting. If notice is provided by U.S. mail, it shall be mailed not less than ten (10) days prior to the meeting.

Notice may be provided by electronic transmission, including email, or by such other means as the Board of Directors may determine, to each member’s last known email address or other contact information on record with the Society.

(d) Waiver of Notice. Whenever notice of a meeting is required, such notice need not be given to any member if the written waiver of notice, executed by the member (or the member’s attorney thereunto duly authorized) before or after the meeting, is filed with the records of the meeting. A waiver of notice need not specify the purposes of the meeting unless such purposes were required to be specified in the notice of such meeting.

2.6. Quorum.

At any meeting of the members, one quarter of the Voting Members, whether present in person or duly represented, shall constitute a quorum, except when a larger quorum is required by law, the Articles of Organization of the corporation, or these By-Laws. Any meeting may be adjourned to such date or dates not more than ninety days after the first session of the meeting by a majority of the votes cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

2.7. Voting.

Each Voting Member shall have one vote. Affiliate Members shall not have voting rights. When a quorum is present at any meeting, a majority of the votes properly cast by Voting Members present or duly represented shall decide any question unless otherwise provided by law, the Articles or Organization of the corporation, or these By-Laws.

2.8. Action by Consent.

Any action required or permitted to be taken at any meeting of the members may be taken without a meeting if the Voting Members having the minimum number of votes required to take the action at a meeting of the members consent to the action in writing and such consents are filed with the records of the meetings of the members. Such consents shall be treated for all purposes as a vote at a meeting.

2.9. Presence Through Communications Equipment.

Unless otherwise provided by law or the Articles of Organization of the corporation, the members may participate in a meeting of the members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at a meeting.

2.10. Proxies.

Members eligible to vote may do so either in person or by written proxy dated not more than six months before the meeting named therein, which proxy shall be filed before being voted with the clerk or other person responsible for recording the proceedings of the meeting. Unless otherwise specifically limited by its terms, a proxy shall entitle the holder thereof to vote at any adjournment of the meeting, but the proxy shall terminate after the final adjournment of such meeting.

ARTICLE III - BOARD OF DIRECTORS

3.1. Composition.

The Board of Directors shall consist of:

(a) the officers of the Society, namely the President, Vice President, Treasurer, and Secretary (Clerk); and

(b) not fewer than zero (0) nor more than five (5) at-large Directors.

All Directors shall be voting members of the Board and shall serve for the duration of their respective terms.

3.2. Powers and Duties.

The Board of Directors shall have general charge and control of the affairs and property of the Society and shall exercise all powers of the Society except as otherwise reserved to the membership by law or these by-laws. The Board may adopt policies and procedures to carry out the purposes of the Society.

3.3. Meetings of the Board.

The Board shall meet at least quarterly at such times and places (including remote or electronic meetings) as the Board or the President may determine.

Special meetings may be called by the President or by any three (3) Directors.

3.4. Notice.

Notice of Board meetings shall be given to each Director at least seventy-two (72) hours in advance, unless all Directors waive notice before or after the meeting.

3.5. Quorum and Voting.
Three (3) Directors then in office shall constitute a quorum for the transaction of business.

Unless otherwise required by law or these by-laws, decisions of the Board shall be by majority vote of the Directors present and voting.

3.6. Action Without Meeting.

The Board may act without a meeting if all Directors consent to the action in writing or by electronic transmission. Such consents shall be filed with the records of the Board.

3.7. Vacancies.

A vacancy in any Director position, whether an officer or an at-large Director, however occurring, may be filled as follows:

(a) A vacancy in an officer position shall be filled by appointment of the President, subject to confirmation by the Board.

(b) A vacancy in an at-large Director position shall be filled by appointment of the Board.

Any Director appointed to fill a vacancy shall serve the remainder of the unexpired term.

3.8. Removal.

Any Director, whether an officer or an at-large Director, may be removed from the Board with or without cause by a two-thirds (2/3) vote of the Directors then in office.

ARTICLE IV — COMMITTEES OF THE BOARD OF DIRECTORS

4.1. Committees Generally.

The Board of Directors may establish standing or special committees and may delegate to such committees such authority and responsibilities as the Board deems appropriate, except that no committee shall have authority to:

(a) amend the Articles of Organization or these by-laws;
(b) elect or remove officers or Directors;
(c) fill vacancies on the Board of Directors;
(d) authorize the dissolution, merger, or consolidation of the Society; or
(e) take any action otherwise reserved to the Board or the membership by law.

Any committee exercising authority of the Board shall consist solely of Directors unless otherwise authorized by the Board.

4.2. Appointments Committee.
There shall be an Appointments Committee, which shall be responsible for coordinating the assignment of referees to matches and competitions in furtherance of the purposes of the Society, including regular-season matches, playoff matches, and special competitions. The Appointments Committee shall be chaired by an individual appointed by the President, subject to the oversight of the Board of Directors.

The composition, authority, and operating procedures of the Appointments Committee, including the designation of Area Referee Assignors and their respective responsibilities, shall be determined by the Board of Directors.

4.3. Executive Committee.

The Board may establish an Executive Committee, which, if established, shall consist of the officers of the Society and such additional Directors as the Board may designate. The Executive Committee may exercise the authority of the Board of Directors between meetings of the Board, subject to the direction and control of the Board and subject to the limitations set forth in Section 1 of this Article.

4.4. Other Standing Committees.

The Board may establish such other standing committees as it deems appropriate. The duties, composition, and terms of such committees shall be determined by the Board of Directors.

4.5. Committee Appointments and Chairs.

Members of committees shall be appointed by the President unless otherwise directed by the Board of Directors. The chair of each committee shall be appointed by the President or, at the President’s discretion, selected by the committee members.

Committee members shall serve at the pleasure of the Board.

4.6. Committee Meetings and Reports.

A majority of the members of a committee shall constitute a quorum unless otherwise determined by the Board. Committees shall meet as necessary to carry out their responsibilities.

Each committee shall report its activities and recommendations to the Board of Directors in a timely manner.

ARTICLE V — OFFICERS AND ELECTIONS

5.1 Officers.

The officers of the Society shall consist of:

President

Vice President

Treasurer

Secretary (Clerk)

The Secretary (Clerk) shall at all times be a resident of the Commonwealth of Massachusetts in accordance with the requirements of Massachusetts law.

Each officer shall serve as a voting member of the Board of Directors for the duration of their term in office.

5.2 Election of Officers.

The officers of the Society shall be elected by the membership at the Annual General Meeting.

Any member in good standing may nominate themselves or any other member for any officer position. Nominations may be made from the floor or in advance in such manner as the Board of Directors may determine.

Election shall be by majority vote of the members present and voting.

5.3 At-Large Directors.

In addition to the officers, the membership may elect up to five (5) at-large Directors at the Annual General Meeting, as provided in Article III.

At-large Directors shall be nominated and elected in the same manner as officers unless otherwise announced prior to the meeting.

At-large Directors serve as full voting members of the Board of Directors but are not officers of the Society.

5.4 Terms of Office.

Officers and at-large Directors shall serve one-year terms beginning at the close of the Annual General Meeting and continuing until their successors are elected and qualified.

5.5 Resignation.

Any officer or Director may resign by delivering written notice to the President or the Board of Directors. Such resignation shall be effective upon receipt unless a later date is specified.

5.6 Removal.

Any officer or at-large Director may be removed from office with or without cause by a two-thirds (2/3) vote of the Board of Directors then in office.

5.7 Duties.

The duties of officers and Directors not otherwise specified in these by-laws shall be determined by the Board of Directors. The Board may adopt written descriptions of roles, responsibilities, and expectations.

ARTICLE VI — EXECUTION OF INSTRUMENTS

6.1 Execution of Instruments.

Except as the Board of Directors may otherwise determine in general or in specific cases, all contracts, agreements, checks, drafts, notes, and other instruments authorized to be executed on behalf of the Society shall be signed by the President or the Treasurer, or by such other officer or agent as the Board may authorize.

ARTICLE VII — LIMITATION OF LIABILITY

7.1 Limitation of Liability.

To the fullest extent permitted by Massachusetts law, no member, Director, or officer of the Society shall be personally liable for any debt, liability, or obligation of the Society solely by reason of serving in such capacity.

ARTICLE VIII — AMENDMENTS

8.1 Amendments.
These by-laws may be altered, amended, or repealed, in whole or in part, by the affirmative vote of a majority of the Directors then in office, provided that written notice of the proposed amendment is given to the Directors in advance of the meeting at which such action is to be taken.