1. Qualifications --
There shall be two classes of Members -- Regular Members who shall have the right to vote and Honorary Members who shall not have the right to vote. The conditions for membership in the two classes are as follows:

A. Regular Members -- A Regular Member shall be any individual who has refereed two games under the supervision of the Society, and has paid his/her regular annual dues.

B. Honorary Members -- An Honorary Members shall be any individual who may be designated by the Board of Directors as an Honorary Member of the Society.

2. Withdrawal --
Any Member may withdraw from the Society at any time by so notifying the President of the Society. Said Member shall continue to be liable for financial obligations to the Society accrued or accruing through the end of the Society's then current fiscal year.

1. Annual General Meeting --
The Annual General Meeting of the Members of the Society for the election of the Board of Directors and for the transaction of such other business as may properly come before such meeting shall be held on such day in November or December of the current year as may be designated by the Board of Directors or, if no such designation is made, on the second Wednesday in December.

2. Notice --
The Secretary shall give notice in writing of the Annual General Meeting to each Regular Member of the Society. Each such notice shall be mailed not less than ten and not more than fifty days prior to the Annual General Meeting and shall contain a general statement of the items of business to be considered at the meeting.

3. Regular Meetings --
Regular Meetings may be called at any time by the President of the Society. The purpose of the Society's Regular Meetings shall be principally for the training of the Regular Members in proper refereeing technique and all other business shall be conducted after the conclusion of the training session. Following the conclusion of the training session at such Regular Meeting, the Members may consider any business which may properly come before the Society, except that amendments to the Bylaws and to the Articles of Incorporation may only be considered at the Annual General Meeting, or at a Special Meeting. Written notice of a Regular Meeting need only be given if the Regular Meeting is not held at its customary time and location. A single written notice to all Regular Members of the Society is sufficient to alter the customary time and location of the Regular Meetings and such alteration shall not be considered an amendment of these Bylaws.

4. Special Meeting --
At any time designated by the Board of Directors or by a majority of the Regular Members at a Regular Meeting of the Society, a Special Meeting of the membership may be called to consider amendments to the Bylaws or the Articles of Incorporation, to consider the recall of a Member of the Board of Directors, or to consider the appointment of a Regular Member to fill a vacancy on the Board of Directors. A Special Meeting to consider these matters shall be preceded by notice to the Regular Members of the Society in the manner provided for by &II.2 of these Bylaws.

5. Quorum --
No business may be conducted at any meeting of the Society in the absence of a quorum.

A. Regular Meetings -- For purposes of a Regular Meeting, a majority of the Regular Members of the Society present in person shall constitute a quorum.

B. Annual General Meetings or Special Meetings -- For purposes of an Annual General Meeting or a Special Meeting, a majority of the Regular Members present in person or by written proxy shall constitute a quorum.

6. Voting --
Each Regular Member of the Society shall be entitled to a single vote.

A. Regular Meetings -- Regular Members may vote in person, and not by proxy, at any Regular Meeting of the Society. Except as may otherwise be required by law or by these Bylaws, all matters acted upon at any Regular Meeting of the Society shall be decided by a majority of the votes cast by the Regular Members of the Society present.

B. Annual General Meetings or Special Meetings -- At any Annual General Meeting or Special Meeting, when prior written notice of the consideration of specific issues has been provided the Regular Members in the manner provided for by &II.2 of these Bylaws, Regular Members may vote in person or by written proxy. Except as may be otherwise required by law or by these Bylaws, all matters acted upon at any Annual General Meeting or Special Meeting shall be decided by a majority of the votes cast in person or by written proxy by the Regular Members of the Society.

1. Designation --
The Board of Directors shall consist of seven elected Officers of the Society who shall be a President, an Allocations Officer, a Secretary, a Treasurer, a Training Officer, a Development Officer and a PRU Delegate.

2. Powers of the Board of Directors --
The Board of Directors shall meet at least twice a year to consider administrative and substantive matters regarding the Society and take such action or make such recommendations as they deem appropriate. At the recommendation of any two Members of the Board, specific matters shall be referred to the whole Society for consideration at the next scheduled Regular Meeting. The provisions of &II.2 of these Bylaws do not apply when such a referral is made. The Board of Directors must refer to the whole Society any proposal to expend funds not already specifically approved in the budget, when such proposed expenditure of funds totals more than One Thousand Dollars ($1,000).

3. Eligibility and Election --
Members of the Board of Directors shall be elected from amongst the Regular Members of the Society. They shall be elected at the Annual General Meeting of the Society and shall hold office for one year and until their successors have been elected and qualified. In the event of a vacancy caused by resignation, removal or death, the Board of Directors may appoint a Regular Member of the Society to serve in the vacated position until the next Annual General Meeting, or until such time as a Special Meeting is called for the purpose of filling said vacancy, whichever first occurs.

4. Duties of the President --
The President shall be the chief executive and administrative officer of the Society. He shall be responsible for the timely and effective discharge of all directions of the Board of Directors or the Society. He shall preside at all meetings of the Society. He shall discharge his responsibilities for the training and promotion of Society referees through the Referee Development Committee, of which he a member. He may, at his discretion, delegate responsibility for executing any decision of the Board of Directors or the Society to any Regular Member of the Society and he may appoint any Regular Member of the Society to serve in any administrative or executive capacity.

5. Duties of the Allocations Officer --
The Allocations Officer shall serve on the Referee Development Committee, of which he is a member. He shall be responsible for maintaining a list of active, available referees, determining the schedule of Rugby matches in the local union and, through the Referee Development Committee, under the guidance of the President, the Development Officer and the Training Officer, assigning individual referees to matches in the local union. He shall be responsible for the timely and efficient communication of this information to local union clubs and to Members of the Society.

6. Duties of the Secretary --
The Secretary shall keep and maintain the Society membership list. He shall be responsible for keeping the records of each meeting of the Society and for publication of the Society newsletter. He shall perform such other duties as may be assigned him by the President or the Board of Directors.

7. Duties of the Treasurer --
The Treasurer shall receive all monies accruing to the Society, keep accounts, have charge of the funds of the Society and pay debts and discharge monetary obligations of the Society as directed by the President. He shall make an annual statement of the finances of the Society and present a proposed budget for the year at the Annual General Meeting. In the President's absence, he shall preside at any meetings of the Society. He shall perform such other duties as may be assigned him by the President or the Board of Directors.

8. Duties of the PRU Delegate --
The PRU Delegate shall represent the views of the Society in the deliberations of the Potomac Rugby Union. He shall perform such other duties as may be assigned him by the President or the Board of Directors.

9. Removal --
An Officer of the Society may be removed from office at a Special Meeting of the Society called for the purpose of considering such removal by a two-thirds (2/3) vote of the Regular Members of the Society voting in person or by written proxy.

1. Duties of the Training Officer --
The Training Officer shall serve on the Referee Development Committee and on the Board of Directors. He shall be the chief trainer and educator of refereeing technique and philosophy and the final authority on the interpretation of Rugby Law within the local Society. He shall perform such other duties as may be assigned him by the President or the Board of Directors.

2. Referee Development Committee --

A. Chair -- The Development Officer shall serve on, be Chair of and be responsible for administering the Referee Development Committee and shall serve on the Board of Directors. He shall perform such other duties as may be assigned him by the President or the Board of Directors.

B. Membership -- The Referee Development Committee shall be chaired by the Development Officer and shall consist of the Development Officer, the President, the Training Officer, the Allocations Officer, those Members of the Society who are on the B-panel of the Eastern Regional Rugby Referee Society, those Members of the Society who are on the A-panel of the United States of America Rugby Football Union and those Members of the Society appointed by the Board of Directors as Evaluators of Society Referees.

C. Powers -- The Referee Development Committee shall be responsible for and report to the Board of Directors on strategies and actions to develop and improve the performance of the Society=s referees, official Society referee evaluation, Society exchange evaluation and local union grading and promotion of active referees within the Society. The Committee shall advise and support the Training Officer in the development and presentation of referee training to the Society. The Committee shall develop and publish uniform criteria for the selection and promotion of Society referees and designate qualified Society referees for consideration for advancement to territorial union grade. The Committee shall recommend to the President the local union grade for Society members, including those Society Member to be accorded a Presidential grade. The Committee shall also be responsible for communicating information regarding its functions to local union clubs, local union officers, Society Members and territorial and national union officers in a timely and efficient manner. In exercising its authority the Referee Development Committee shall, at all times, seek to advance the interests of Society Members and to ensure that Society Members are assigned to referee matches commensurate with their skill level.

The Bylaws of the Society may be amended in whole or in part at any Annual General Meeting or Special Meeting of the Society called for the purpose of considering such amendments upon a two-thirds (2/3) vote of the Regular Members of the Society voting in person or by written proxy. A duly noticed proposal for change need not be accepted or rejected in its entirety, but may be adopted with such modifications as the Regular Members of the Society may deem appropriate.