8. General Meetings
8.1 All General Meetings shall be held at Twickenham or elsewhere in England as the Council may determine and any such meeting other than an Annual General Meeting or an Annual Financial General Meeting shall be called a Special General Meeting.
8.2 The Chairman of all such meetings who shall be entitled to a second or casting vote shall be the President of the Union or if unavailable one of the Vice-Presidents.
8.3 Every Member shall be entitled to attend and vote at any General Meeting.
8.4 All Members shall have the right to appoint proxies to attend and vote on their behalf at any General Meeting. The appointment of a proxy shall be made on a combined General Meeting admission, proxy and voting instruction form sent to each Member with the second notice of every General Meeting. Such combined General Meeting form must be produced to gain admission to and to entitle a person authorised to cast votes at the Meeting to do so duly completed as follows:-
8.4.1 (Corporate Members) In the case of a corporate Member a proxy must be named and the form must be signed by the Chairman (or if none the President) and the Secretary (or if none the Chief Executive) of the Member;
8.4.2 (Unincorporated Members) In the case of a Member who is the Nominee of a Constituent Body or Club the form must be signed by the Chairman (or if none the President) and the Secretary (or if none the Chief Executive) and the Nominee of the Constituent Body or Club concerned and where such Member appoints a proxy the proxy must be named;
8.4.3 (Individual Members) In the case of individual Members the form must be signed by the Member and where such Member appoints a proxy the proxy must be named.
8.5 Failure to complete any document or to produce the same at a Meeting as may be required shall invalidate the right of the person concerned to cast a vote.
8.6 Where votes are cast at a General Meeting by a show of hands every Member present shall be entitled to vote but if a poll is demanded or the Chairman rules that voting shall be by a poll every Member present in person, or by proxy shall be entitled to cast a vote. The procedure for the casting of votes shall be determined by the Chairman of the Meeting.
8.7 All questions as to the validity of any combined General Meeting form shall be determined by the Chairman of the Meeting.
8.8 The quorum at any General Meeting shall be one hundred Members present in person or by proxy.
8.9 A special resolution shall require a majority of at least two-thirds of the votes recorded.
8.10 Any resolution passed at a General Meeting which breaches, varies or in the opinion of the Management Board adversely affects a contractual obligation of the Union shall not be implemented until the contractual obligation has been fulfilled.
8.11 Any resolution that changes the regulations governing a league, knock-out competition or other competition of the Union or alters the administration or management thereof or the arrangements therefor within a period of three years from the date of it being passed at a General Meeting shall only be passed as a special resolution.
9. Annual General Meetings
9.1 Apart from any Special General Meeting there shall be two General Meetings each year, the first of which shall be called an Annual General Meeting and the second of which shall be called an Annual Financial General Meeting.
9.2 Each Annual General Meeting shall be held not later than 31st July for the transaction of the following business:-
9.2.1 To consider and approve (with or without amendment) the minutes of the previous Meeting.
9.2.2 To receive a report from the Council and/or the Management Board and to make an order in respect thereof.
9.2.3 To receive a Financial Report.
9.2.4 To elect the President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board for the ensuing year.
9.2.5 To appoint the Auditors for the ensuing year.
9.2.6 To consider as a special resolution any amendment or alteration to these Rules, the Laws of the Game or the IRB Regulations duly proposed in accordance with Rule 9.5.
9.2.7 To consider as an ordinary resolution (subject to Rule 8.11) any other motion or business duly proposed in accordance with Rule 9.5.
9.2.8 To receive any changes made in preceding year by the IRB to the Laws of the Game or the IRB Regulations.
9.2.9 To consider any other business of which due notice shall have been given.
9.2.10 To hear any other relevant matter for the consideration of the Council and/or the Management Board during the ensuing year, but on which no voting shall be allowed.
9.3 Notices of every Annual General Meeting stating the date, time and venue of such Meeting shall be given to all Members as follows:-
9.3.1 A first notice calling an Annual General Meeting shall be sent not later than 14th May and it shall contain an agenda of all such matters specified in Rule 9.2 as are at that date capable of being notified together with a list of the Members of Council for the ensuing year but the document specified in Rule 8.4 need not accompany a first notice.
9.3.2 A second notice calling an Annual General Meeting shall be sent not later than two weeks prior to the date of the Meeting containing the final agenda together with the document specified in Rule 8.4.
9.4 The election of the President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board shall be subject to the following provisions:-
9.4.1 Any Member shall have the right to make nominations with the written consent of the candidate for the offices of President, Senior Vice-President, Junior Vice-President, and Chairman of the Management Board. Such nominations may only be made from Members of the Council (including co-opted members) or from persons recognised by the Council under Rule 6.2 and must reach the Chief Executive in writing by 1st April. The Council shall also have the right to make nominations for these offices.
9.4.2 There shall be sent to every Member in the agenda of the first notice calling an Annual General Meeting the Council's nominations for the President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board for the ensuing year, together with all other nominations received under Rule 9.4.1.
9.4.3 The election of President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board shall be decided by a majority of votes recorded.
9.4.4 If a Representative to the Council of a Constituent Body is elected to the office of President or Chairman of the Management Board or shall at any time be appointed to a salaried position in the Union, his representation shall become void and the vacancy shall be filled in accordance with Rule 17.12.
9.4.5 If after the issue of the first notice calling an Annual General Meeting and before the date thereof an individual nominated under Rule 9.4.1 to hold office becomes unable to serve and if also there is no other nomination the Council shall have power to submit another nomination for consideration at the Meeting.
9.5 Proposals for alterations in or additions to the Rules, the Laws of the Game or the IRB Regulations or for any other motion to be submitted to an Annual General Meeting shall be subject to the following provisions:-
9.5.1 Any proposal made by a Constituent Body or Club or the nominee thereof on its behalf must reach the Chief Executive in writing by 15th March preceding an Annual General Meeting duly proposed by one Member and seconded by another.
The proposing Member and the seconding Member must both sign any proposal as follows:
9.5.1.1 (Corporate Members) In the case of a
corporate Member a proposal must be signed
by the Chairman (or if none the President) and
the Secretary (or if none the Chief Executive)
of the Member;
9.5.1.2 (Unincorporated Members) In the case of a
Member who is the nominee of a Constituent
Body or Club a proposal must be signed by
the Chairman (or if none the President) and
the Secretary (or if none the Chief Executive)
and the nominee of the Constituent Body or
Club concerned;
9.5.1.3 (Individual Members) In the case of
individual Members a proposal must be
signed by the Member in his/her own name.
9.5.2 Copies of all such proposals together with copies of any amendments thereto then proposed by the Council and/or the Management Board and copies of all proposals put forward by the Council and/or the Management Board shall be sent to all Members with the agenda of the first notice calling an Annual General Meeting.
9.5.3 Amendments to any proposal submitted under Rule 9.5.1 or to any amendments of the Council and/or the Management Board thereto shall be sent in writing to the Chief Executive by 7th June duly proposed and seconded by Members in the same manner as is prescribed by Rule 9.5.1.
9.5.4 Thereafter all proposals and amendments thereto including any further amendments proposed by the Council and/or the Management Board shall be sent to all Members in the agenda of the second notice calling an Annual General Meeting.
9.5.5 Any proposal to alter, rescind or add to the Laws of the Game which is approved as a special resolution shall be forwarded to the IRB for consideration and may not become operative until adopted by it.
9.5.6 Any proposal to alter, rescind or add to the IRB Regulations which is approved as a special resolution shall be forwarded to the IRB either to be considered for adoption or if permitted within the existing IRB Regulations to be notified to its other members as being operative within the Union.
9.6 Each Annual Financial General Meeting shall be held not later than 30th November for the transaction of the following business:-
9.6.1 To receive a Financial Statement for the preceding financial year ended on 30th June and the Auditors' report thereon and to make any suitable order in respect thereof.
9.6.2 To consider and vote on any other financial business of which due notice shall have been given in writing by 15th August and which shall be submitted in the same manner as prescribed by Rule 9.5.1.
9.6.3 To hear any other relevant financial matter for the consideration of the Management Board and/or Council during the ensuing year, but on which no voting shall be allowed.
9.7 A notice stating the date, time and venue together with an Agenda of such meeting shall be sent to all Members not later than sixty days prior to the date of the meeting together with the document specified in Rule 8.4.
9.8 Amendments to any matter proposed in the notice shall be received in writing by the Chief Executive in the same manner as is prescribed by Rule 9.5.1 within fourteen days from the date of the notice but exclusive of the date of the notice.
9.9 Not later than fourteen days prior to the date of the Meeting there shall be sent to all Members a second notice of the meeting stating all proposals and amendments thereto together with a copy of the Union's Financial Statement for the year ended on the preceding 30th June.
10. Special General Meetings
10.1 The Council and/or the Management Board may convene at any time a Special General Meeting by giving to all Members not less than sixty days written notice thereof stating the date, time and venue thereof and the resolution or resolutions to be moved or any other business to be transacted thereat.
10.1.1 Amendments to any resolution proposed by the Council and/or the Management Board shall be received in writing by the Chief Executive duly proposed and seconded by Members in the same manner as is prescribed by Rule 9.5.1 within fourteen days from the date of the notice but exclusive of the date of the notice.
10.1.2 On the expiry of the fourteen days provided for the submission of amendments the Chief Executive shall send to all Members not later than three weeks prior to the date of the Meeting a second notice of the Meeting stating the amendments submitted by Members.
10.2 The Council shall also convene a Special General Meeting on receipt by the Chief Executive of a written requisition so to do duly signed by not less than one hundred Members in the same manner as is prescribed by Rule 9.5.1. Each requisition must clearly state the specific resolution to be moved.
10.2.1 A first notice of such a Meeting giving to all Members not less than sixty days written notice thereof and stating the date, time and venue thereof and the specific resolution to be moved thereat shall be sent to all Members by the Chief Executive within fourteen days of the receipt of the requisition.
10.2.2 Amendments to such a resolution shall be submitted in writing to the Chief Executive duly proposed and seconded by Members in the same manner as is prescribed by Rule 9.5.1 within fourteen days from the date of the first notice.
10.2.3 On the expiry of the fourteen days provided for the submission of amendments the Chief Executive shall send to all Members not later than three weeks prior to the date of the Meeting a second notice of the Meeting stating the amendments submitted by Members and any amendment proposed by the Council and/or the Management Board.
10.3 A proposal to adopt an additional regulation permitted under the IRB Regulations may be approved as a special resolution at a Special General Meeting. It shall be forwarded to the IRB to be notified to its other members as being operative within the Union.
11. Rules
11.1 No new Rule shall be made nor shall any Rule be amended or rescinded except by a special resolution passed at an Annual General Meeting in accordance with Rule 9.5 or at a Special General Meeting.
11.2 The Chief Executive shall register in accordance with the Act any new Rule or amendment to these Rules and no new Rule or amendment to the Rules shall be valid until so registered. |
