River States Conference Constitution

Preamble

Believing that intercollegiate athletic competition is a vital part of higher education and is regarded as an integral part of the educational program available to students at each member institution, and, as such, should be subject to administrative and faculty direction and control, the River States Conference is incorporated for the purpose of maximizing the constructive and educational benefits of intercollegiate athletic competition for the students at each member institution.

Fundamental to the successful application of any set of rules is the spirit of mutual confidence and cooperation. It is the function of this conference to encourage intercollegiate athletics on an amateur basis with institutional control.

The members of this River States Conference are dedicated to a continuing effort to maintain intercollegiate athletics in harmony with the essential educational purposes of the institution. To reinforce these principles, the River States Conference believes in and subscribes to the fundamental purposes, policies, and principles governing the conduct of intercollegiate athletics as adopted by the National Association of Intercollegiate Athletics (NAIA). These include the aims and purposes contained in Article III of the NAIA Constitution:

The aim of the NAIA is to promote the development of athletics as an integral part of the educational offerings of member institutions by means of democratic participation at conference, regional and national levels. This aim shall be accomplished by means of the functioning of committees composed of representatives of those institutions which subscribe to and support athletic programs that shall culminate in truly democratic national championship competitions.

The purpose of the NAIA is to promote the education and development of students through intercollegiate athletic participation. Member institutions, although varied and diverse, share a common commitment to high standards and the principle that athletics serves as an integral part of education. The NAIA embraces the concept of the student and recognizes the importance of the individuality of each member institution, the value of the conference and regional structures, and the benefits of membership in a national association.

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Constitution Table of Contents

Article I: Name and Purpose ...... 3

Article II: Membership ...... 4 2.1 Conditions of Membership ...... 4 2.2 Members ...... 4 2.3 Achieving Membership ...... 5 2.4 Sanctions ...... 5 2.5 New Member Contributions ...... 6 2.6 Resignation of Membership ...... 7 2.7 Dissolution ...... 7

Article III: Organization ...... 8 3.1 Governance of the RSC ...... 8 3.2 Council of Presidents ...... 8 3.3 Administrative Council ...... 9 3.4 Commissioner ...... 11 3.5 RSC Employees, officers and agents ...... 12

Article IV: Finances ...... 12 4.1 General Principles ...... 12 4.2 Budget ...... 12 4.3 Disbursement Authorization ...... 12 4.4 Contingency Fund ...... 12

Article V: Indemnification ...... 13

Article VI: Arbitration ...... 13 6.1 Arbitration ...... 13 6.2 Provisions ...... 13

Article VII: Amendments ...... 14 7.1 Amendment Procedure ...... 14 7.2 Amendment without Meeting14 ...... 14 7.3 Effective Date ...... 14

Article VIII: Bylaws ...... 14

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Article I: Name and Purpose

1.1 Name. Effective July 1, 2016, the legal name of the organization shall be Intercollegiate Athletic Conference, Inc. and will operate under the assumed name of River States Conference. The River States Conference (hereafter, RSC) is affiliated with the National Association of Intercollegiate Athletics (NAIA). The Conference is a tax-exempt non-profit corporation under Internal Revenue Service Code 501(c) (3) as a public charity.

1.2 Statement of Purpose. The purpose of the RSC is to support, promote, organize and supervise intercollegiate athletic competition among members in a way that encourages competition to be equitable, wholesome, amicable, enjoyable and educational. The RSC will work to advance the highest ethical standards of character, conduct, sportsmanship and fair play. 1.2.1 No substantial part of the activities of the RSC shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the RSC shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the RSC shall not carry on any other activities not permitted to be carried on by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future tax code, or by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

1.3 Values. The RSC recognizes the value of athletic competition in developing character and life skills and promotes the following NAIA five core values on the field of play, on our campuses, and in our communities: 1.3.1 Respect 1.3.2 Responsibility 1.3.3 Integrity 1.3.4 Servant leadership 1.3.5 Sportsmanship

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Article II: Membership

2.1 Conditions of Membership

2.1.1 Membership in the RSC shall be limited to not for profit private and state regionally accredited four-year colleges and universities adhering to the purpose and standards of the National Association of Intercollegiate Athletics (NAIA) and the RSC. Members must be committed to emphasizing the Champions of Character Program and enhancing the educational values of intercollegiate athletic competition. Membership is based upon mutual trust and respect among member institutions.

2.1.2 Membership is subject to the written approval of the chief executive officers of member institutions. As a condition of membership, each member agrees to comply with Articles of Incorporation, Constitution, Bylaws and sport regulations of the NAIA and RSC in the conduct of intercollegiate athletic programs.

2.1.3 Agreements evidencing membership in the RSC shall be of such form as shall be determined by the Council of Presidents (COP). These shall be signed by an authorized representative of each member institution on behalf of the institution, and by the Commissioner or by such other officers authorized by the law and by the COP to do so on behalf of the RSC.

2.2 Members

2.2.1 Active Full Members of the RSC. As of the date of approval of this Constitution and Bylaws, the RSC membership includes the following institutions

Alice Lloyd College, Pippa Passes, KY , Wilmore, KY , Owensboro, KY , , PA University East, Richmond, IN Indiana University Kokomo, Kokomo, IN Indiana University Southeast, New Albany, IN , Midway, KY , Oakland City, IN Christian University, Circleville, OH , Pittsburgh, PA Saint Mary of the Woods College, Terre Haute, IN (2021-22) , Rio Grande, OH West University Institute of Technology, Beckley, WV

2.2.2 Active Associate Members of the RSC. As of the date of approval of this Constitution and Bylaws there are no active associate members.

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2.3 Achieving Membership

2.3.1 New Member. New members meeting the qualifications set forth in section 2.1 (Conditions of Membership) and Bylaws Article II, sections 2.1 and 2.2 (Achieving Membership) may be admitted upon written application submitted to the Commissioner and be distributed to the Membership Committee and a representative of each active full member. At least two-thirds of current active full members of the COP must approve the admission of the applicant institution to membership in the RSC. Written application for membership must be submitted by July 1st prior to anticipated year of membership. Membership generally begins on July 1st. Applications must be distributed not less than Sixty (60) days prior to a scheduled meeting of the COP for a decision to be made.

2.3.2 Associate Member. New members meeting the qualifications set forth in section 2.1 (Conditions of Membership) and Bylaws Article II, sections 2.1 and 2.2 (Achieving Membership) an association with the RSC under such terms, conditions and limitations as may be approved by the COP. An institution desiring such association shall make application to the Commissioner and be distributed to the Membership Committee and a representative of each active full member. At least two- thirds of current active full members of the COP must approve the admission of the applicant institution for an association with the RSC. Applications must be distributed not less than ninety (90) days prior to a scheduled meeting of the COP for a decision to be made. An associate membership may be granted to an institution who is a member of another NAIA affiliated conference or a member of the association of Independent Institutions for sports their primary association does not conduct championship events.

2.3.3 Provisional Member. New members who has not yet been accepted as a member of the NAIA or having obtained regional accreditation may at the discretion of the COP with a two-thirds vote of current active full members be granted a provisional membership. Provisional members must achieve accreditation or NAIA membership within three (3) years of being granted a Provisional Membership. Provisional members may be included in regular season schedules provided their contests are deemed countable by the NAIA. Provisional members may not participate in postseason events. Upon meeting the requirements of Article II, Section 2.3.1 a provisional member automatically becomes a full member.

2.4 Sanctions

2.4.1 General Sanctions. Any member institution, including associate members, may be placed on probation, suspended or expelled for violation of the Articles of Incorporation, Constitution, Bylaws or Sport Regulations of the RSC or NAIA.

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Such disciplinary action requires a two-thirds vote of the COP. For the purposes of this provision the offending institution shall not be counted. Expulsion shall mean complete severance from the RSC; suspension shall mean temporary severance from the RSC under conditions specified by the Council of Presidents; and probation shall mean restricted participation in the RSC under conditions specified by the Commissioner, Administrative Council or Council of Presidents.

2.4.2 Potential Loss of Accreditation or not for profit status. If a member’s accreditation by its regional accrediting agency or the institution’s non-profit 501 (c) (3) or other IRS provision granting non-profit status becomes in jeopardy of not being retained or if an institution chooses not to retain this status, the Chief Executive Officer must notify the RSC Commissioner and COP Chair within thirty (30) days of learning of the situation. This notification must be written and should include specifics related to the issues the institution faces in retaining regional accreditation or non-profit status.

2.4.3 Loss of Accreditation or not for profit status. If a member’s accreditation is removed by its regional accrediting agency or the institution no longer retains its non-profit status the member institution’s Chief Executive must request a continuance of active membership within 30 days of the change in status. This request is submitted to the RSC Commissioner and COP Chair and should include rationale for postponing the removal of membership. Should the COP grant a continuance, membership will terminate automatically at the conclusion of the current or subsequent fiscal year (depending on notification) unless accreditation and/or non-profit status has been established or reinstated. Continued membership is also dependent upon approval from the NAIA Council of Presidents for a continuance as it relates to loss of accreditation.

2.4.4 Application for NCAA Membership. Conference members who make application for NCAA membership shall not be allowed to participate in post- season Conference championship events beginning one year after entrance into the NCAA’s membership application process. Student-athletes from these institutions will simultaneously be excluded from post-season awards programs.

2.5 New Member Contributions

2.5.1 New Full Member Contributions. As a condition of membership with the RSC (as authorized in Article II, Section 2.3.1) each newly admitted member shall contribute to the operating fund an equal share of the net worth of the conference as of the end of fiscal year prior to the first year of participation.

2.5.2 New Associate Member Contributions. As a condition of association with the RSC (as authorized in Article II, Section 2.3.2) each newly associated institution shall contribute to the operating fund a membership fee of $2,500 per sport which includes both genders when applicable. Fees are not to exceed the

Page 6 of 14 total paid by a full member for dues and sport fees associated with the sponsored sports.

2.6 Resignation of Membership

2.6.1 Resignation of Full Member. A member institution, which is in good standing with the conference may resign its membership in the RSC upon written notice by the withdrawing member Chief Executive Officer at least twenty-four (24) months prior to the proposed effective date of the withdrawal; such written notice shall be submitted to the Commissioner and to the Council of Presidents Chair. Upon the timely termination of membership, the withdrawing institution shall not receive a proportionate share of the fund balance of the RSC. A withdrawal fee in the amount equal to its annual dues will be paid by the exiting institution if the RSC is notified less than twenty-four (24) months but more than twelve (12) months. A withdrawal fee equal to twice its annual dues will be paid by the exiting institution if notice is received twelve (12) or fewer months form the intended termination date.

2.6.2 Resignation of Association Member. A associate member institution, which is in good standing with the conference may resign its association with the RSC upon written notice by the withdrawing member Chief Executive Officer at least twenty-four (24) months prior to the start of the season for the sports it participates in; such written notice shall be submitted to the Commissioner and to the Council of Presidents Chair. Upon the timely termination of membership, the withdrawing institution shall not receive a proportionate share of the fund balance of the RSC. A withdrawal fee in the amount equal to its annual dues will be paid by the exiting institution if the RSC is notified less than twenty-four (24) months but more than twelve (12) months. A withdrawal fee equal to twice its annual dues will be paid by the exiting institution if notice is received twelve (12) or fewer months from the intended termination date.

2.7 Dissolution

2.7.1 Upon termination or dissolution of the RSC and after discharge and satisfaction of all outstanding obligations and liabilities; remaining funds and assets shall be distributed and transferred in equal shares only to members or affiliates designated by the active members at the time when action is taken to dissolve the RSC. Each member or affiliate must be a tax-exempt organization pursuant to Section 501 (c) (3) or other provisions of the Internal Revenue Code of the United States in effect at the time of dissolution.

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Article III: Organization

3.1 Governance of the RSC. Final responsibility for and ultimate oversight of RSC governance is vested in the Council of Presidents (COP) and the Council of Presidents Executive Committee (COP-EC). The COP and the COP-EC confers authority for operations and administration upon the RSC Commissioner who is advised by the Administrative Council.

3.2 Council of Presidents. The business and affairs of the RSC shall be managed by a Board of Directors consisting of the chief executive officers of the member institutions or their designated representatives known herein as the Council of Presidents. The responsibilities of the Council of Presidents include the following:

3.2.1 The chief executive officers of all full member institutions of the RSC shall constitute the COP. The Commissioner shall serve in an advisory capacity along with the chair of the Administrative Council and the RSC representative to the NAIA Athletic Directors Association.

3.2.2 Powers and Responsibilities of the COP. Among the actions that require review and ratification by the COP are:

a) sponsor amendments to, review of and approves all amendments to the RSC Constitution and Bylaws.

b) review the RSC budget, annual dues, sport fees and all financial policy as recommended by the Commissioner, Financial Advisory Committee or Administrative Council.

c) review the performance report of the Commissioner from the COP Executive Committee.

d) decisions related to membership including the removal of a current member, addition of members or association of members following the outlined review process.

e) selection and employment of the RSC Commissioner or other conference employees along with duties, compensation and terms.

f) location of the RSC Office

g) review, veto or modify any actions by The Commissioner or Administrative Council.

h) review and approval of the RSC strategic plan

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i) other such actions as prescribed by the RSC Constitution or Bylaws.

3.2.3 The enumeration of the above responsibilities shall not be construed to deny the right of the Council of Presidents to exercise any other duties within the field of governance of the affairs of the Conference.

3.2.4 The COP Executive Committee (COP-EC) shall be composed of the Chair, Vice Chair, Immediate Past Chair, and one at-large member. Presidents elected for these positions serve three-year terms and may be elected for successive terms. Any vacancy occurring in the COP-EC shall be filled by the affirmative vote of a majority of the remaining Executive Committee members. A majority of the members of COP-EC shall constitute a quorum.

3.2.5 The COP-EC shall have the full power and authority of the COP during intervals between COP meetings insofar as the affairs of the RSC are generally concerned, except insofar as such power and authority may have been specifically limited by the COP. The Commissioner shall report any COP-EC actions to each member of the COP within ten days such action occurs. Decisions of the COP-EC shall be presented for ratification at the next full meeting of the Council of Presidents. The Council of Presidents authorizes the Commissioner and the COP Executive Committee, along with the Administrative Council, to conduct the day-to-day business of the RSC. The COP-EC will present the Commissioner’s contract terms to the COP for approval.

3.2.6 The Chair of the COP-EC also serves as chair of the COP, presides over all COP meetings and represents the RSC at the NAIA COP meetings. In the absence of the Chair, the chair for any meetings or representation at the NAIA COP meetings will be the Vice Chair.

3.2.7 The COP shall hold at least one regular in-person meeting per year. Attendance at this meeting is required for all full member COP’s. A delegate may be sent for informational purposes only but without voting rights. A second meeting will be conducted each year by conference call or video.

3.2.8 A majority of the voting members of the COP in attendance at a meeting shall constitute a Quorum.

3.3 Administrative Council. The Administrative Council is charged with implementing the policies of the RSC established by the Council of Presidents or Commissioner as well as advising the COP and Commissioner. 3.3.1 The Administrative Council is responsible for:

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a) reviewing operational policies of the RSC and recommending policy or legislation related to the RSC Constitution and Bylaws. b) reviewing and recommending changes to the individual sport by-laws, guidelines or championship manuals. c) acting as a communication link among the various conference committees, advisory groups, the Commissioner and the COP d) recommending operational policies for conference competition and championships. e) request the Commissioner investigate or coordinate with an appropriate committee on any member activities that are believed to be occurring in violation of RSC, NAIA or sport rules and regulations.

3.3.2 The membership of the RSC Administrative Council includes the Athletic Directors of all member institutions or someone appointed by him/her or by the duly appointed authority of the college. An Athletic Director representing an associate member shall vote only on sport specific issues in the sports in which they have been approved to participate.

3.3.3 The Council shall elect a Chair, Vice-Chair/Secretary for two-year terms during the designated spring meeting. When vacancies occur in the Chair/Vice- Chair positions, the unexpired terms will be appointed by the Commissioner. These positions are two-year appointments and may be renewed with Administrative Council approval.

a) The Chair shall serve temporarily as the senior executive of the Conference if the Commissioner is incapacitated or otherwise unavailable to function as senior executive. The Chair shall represent the Administrative Council at COP meetings and prepare a slate of officer candidates for election as vacancies occur. It will be the duty of the Chair to perform the customary duties of the office. Upon serving a two-year term, the Chair becomes the Past Chair.

b) The Vice-Chair/Secretary shall assume the Chair duties if the Chair is incapacitated or unable to attend a meeting and shall record and distribute the minutes of all Administrative Council meetings. Upon serving a two-year term as Vice Chair/Secretary, the individual will become Chair.

c) It will be the duty of the Past Chair to serve as a senior advisor to the Chair to provide continuity and consistency as well as perform in other functions and roles as appointed by

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the Chair. It is understood that after serving a two-year term as Past Chair, the individual will rotate off the Administrative Council Executive Committee or be nominated for further conference involvement.

3.3.4 The Administrative Council shall conduct three in-person meetings per year. Fall, Winter and Spring

3.3.5 Representatives of a majority of the member institutions shall constitute a quorum. If less than a quorum is present no action may be taken but the group is empowered to discuss items on the agenda and recommend action to the Administrative Council.

3.3.6 Advisory Groups. The Administrative Council authorizes the following groups to serve in an advisory capacity. These groups shall meet at least once annually and provide counsel to the Administrative Council.

a) Faculty Athletic Representatives Group b) Sports Information Directors Group c) Athletic Trainers Group d) Sport Coaches Groups e) Registrars Advisory Group

3.3.7 Standing Committees. The standing committees of the RSC shall include those listed below and such other committees as shall be created by Bylaw. These committees serve as advisory to the Commissioner and Administrative Council.

a) Financial Advisory Committee b) Awards & Nominating Committee c) Champions of Character Committee d) RSC Membership Committee e) Championships Committee f) Scheduling Committee g) Conduct in Competition Committee h) Conference Ratings Oversight Committee i) Eligibility Committee j) Appeals Committee k) Constitution and Bylaws Committee l) Student Athlete Advisory Committee

3.4 Commissioner. The RSC shall employ a Commissioner for a specified period of time determined by the COP, commencing July 1 each fiscal year. The Commissioner serves effectively as Chief Executive Officer of the organization and is authorized and charged with the day to day operations of the RSC. Furthermore, the Commissioner is authorized to sign contracts or other legal documents on behalf of the

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RSC, consistent with guidelines that may be established and approved from time to time by the COP.

3.5 RSC Employees, officers and agents. The Commissioner shall employ such administrative personnel as the COP agrees are necessary for the effective conduct of the business of the RSC.

3.5.1 Other employees/personnel. The RSC Sports Information Director/Webmaster and Eligibility Chair are authorized employees of the RSC.

3.5.2 Agents. The RSC Registrar and RSC Faculty Athletic Representative serve as independent contractors to assist in facilitating eligibility cases for the conference.

3.5.3 Officers. The RSC Administrative Council Chair, Administrative Council Vice Chair, and Administrative Council Past Chair serve as officers for the RSC.

3.5.4 Compensation for all employees, agents or officers is recommended by the Commissioner, reviewed by the Administrative Council and must be approved by the COP. The COP-EC may authorize temporary pay adjustments during periods between meetings provided funds are available without increased revenue during that period.

Article IV: Finances

4.1 General Principles The fiscal year of the RSC shall be from July 1 of each year to June 30 of the ensuing year.

4.2 Budget. The budget shall include estimates of the general operating expenses of the RSC and, insofar as possible, specific estimates of items of income and expenditures. The Commissioner will develop the budget annually with the assistance of the Financial Advisory Committee. The Administrative Council shall review and propose adjustments to the proposed budget. The COP will approve a final budget for the RSC. It is expected that the COP will approve a budget in the fall for the fiscal year beginning July 1 of the next year.

4.3 Disbursement Authorization. Approval of the budget by the COP shall serve as authorization for disbursements consistent with the approved budget.

4.4 Contingency Fund. The RSC will maintain a "contingency fund" that will be invested in an interest-bearing account. The purpose of the contingency fund is to cover any RSC contractual obligations and financial shortfalls. One-third of the contingency fund will be deemed for cash flow while two-thirds is for an emergency Page 12 of 14 reserve. If at any time funds from the emergency reserve portion of the contingency fund are needed the COP-EC must be notified. The contingency fund will be replenished, as required, from surplus income or additional dues as determined at the Fall COP Meeting.

Article V: Indemnification

5.1 Indemnification. Each director, member, or officer of the RSC or member of a committee of the Council, and each person who serves or has served at the request of the RSC, as a trustee, director, officer, partner, employee, or agent of any other corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the RSC to the fullest extent permitted by the non-profit corporation laws of the state of Kentucky as they may be in effect from time to time; provided, however, that the preceding shall not require the RSC to indemnify any person for any liability, tax or expense to the extent it results in the imposition of tax under Section 4958 of the Internal Revenue Code. The RSC may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his or her status as such, whether or not the RSC would have power to indemnify such person against such liability under the preceding sentence. The RSC may, to the extent authorized from time to time by the Council, grant rights to indemnification to employees or agents of the RSC and others to the fullest extent provided under the laws of the state of Kentucky as they may be in effect from time to time.

Article VI: Arbitration

6.1 Arbitration. Any dispute regarding the interpretation or application of, or compliance with any provision of this Constitution, the Bylaws, the Articles of Incorporation, and/or Sports Regulations of the RSC will be resolved exclusively by binding arbitration. Any arbitration hereunder shall be conducted under the Rules of the American Arbitration Association as modified herein and shall take place in the state of Kentucky as designated by the RSC.

6.2 Provisions. The arbitration provisions of this Constitution and Bylaws shall not prevent any party from obtaining injunctive relief from a court of competent jurisdiction to enforce the obligations of the other party hereunder for which such party may require provisional relief pending a decision on the merits by the arbitrator, and consent is hereby granted to the exclusive jurisdiction of Kentucky courts for such purpose. The arbitrator shall have authority to award any remedy or relief that a court of competent jurisdiction could grant in conformity to applicable law.

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Article VII: Amendments

7.1 Amendment Procedure. This Constitution may be amended, upon two weeks written notice to such representative of each member, by a two-thirds (2/3) affirmative vote of the members at any Administrative Council meeting, subject to final approval by two-thirds (2/3) affirmative vote of COP.

7.2 Amendment without Meeting. If the Chair of the Administrative Council, Council of Presidents or the Commissioner deems it necessary, a change in the Constitution may be submitted to the members CEO between meetings. An affirmative vote of two-thirds (2/3) of the Council of Presidents shall be required to approve or adopt such proposals.

7.3 Effective Date. This Constitution shall be in effect as of October 13, 2020, and thereafter until amended. Each change in the Constitution shall bear its effective date.

Article VIII: Bylaws

8.1 Bylaws. The Conference may adopt Bylaws that shall be consistent with this Constitution by a majority vote of the Administrative Council and the subsequent approval of the COP. Should there be any inconsistency between this Constitution and the Bylaws, this Constitution shall prevail.

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