12. Powers of the Council and Management Board

The affairs of the Union shall be administered by the Management Board which shall exercise all the powers of the Union except the 'Reserved Powers' as hereinafter defined which Reserved Powers shall remain with the Council.

In this Rule 12 the term 'Reserved Powers' means:

12.1 the power of borrowing under Rule 4.2 where the sum to be borrowed exceeds the limit set from time to time by the Council

12.2 the power to pass resolutions and regulations under Rule 4.13

12.3 the power of the Council relating to Clubs under Rule 5.11

12.4 the power to grant special rights and privileges under Rule 6

12.5 the powers of the Council relating to share capital under Rule 7

12.6 the powers of the Council relating to General Meetings under Rule 8 except as specifically provided for therein

12.7 the powers of the Council relating to Annual General Meetings and Annual Financial General Meetings under Rule 9 except as specifically provided for therein

12.8 the powers of the Council relating to Special General Meetings under Rule 10 except as specifically provided for therein

12.9 the power to appoint the Management Board subject to the provision of these Rules

12.9.1 Subject to the provisions of this Rule 12 and not more frequently than once a year, the Council shall determine the powers and terms of reference of the Management Board

12.9.2 The Management Board shall comprise the President, the Chairman of the Management Board, the Chief Executive, one of the Union's two Representatives on the IRB, six other members elected by the Council from Members of the Council (including co-opted members), one of the Representatives of the Council referred to in Rule 14.1.6 and two Directors nominated by the Chief Executive

12.9.3 Subject to re-election to the Council, the six members of the Management Board elected from the Council shall each, subject to annual re-election, be eligible for re-election no more than five consecutive times

12.9.4 The Chairman of the Management Board shall have a second or casting vote, and the quorum necessary for the transaction of business shall be one half of its members provided always that the number of elected members present and entitled to vote shall exceed the number of employed officials present and entitled to vote by not less than two

12.9.5 The Management Board, having previously obtained the approval of the Council to the proposed co-option and as to those who are to be co-opted, may co-opt not more than two additional members (who need not be Members of the Council) for general or special purposes and with or without voting rights

12.9.6 The Management Board shall not exercise any of its powers in any way, or for any purpose inconsistent with the objects of the Union or policies of the Council

12.10 The power to approve the annual budget of the Union and any strategic plan of the Union and amendments thereto

12.11 The power to appoint such Standing Committees as are considered necessary on the recommendation of the Management Board to deal with the affairs of the Union

12.11.1 The Management Board shall recommend for Council approval the powers and terms of reference of each Standing Committee

12.11.2 The Chairman of any Standing Committee who shall be a Member of the Council (including a co-opted Member) shall have a second or casting vote and the quorum necessary for the transaction of business by a Standing Committee shall be one-third of its appointed members or as the Management Board may determine

12.11.3 No Past President may serve on more than one Standing Committee excluding the Management Board or be Chairman of any Standing Committee

12.11.4 A Standing Committee may exercise the power of co-option subject to the prior approval of the Management Board

12.11.5 A Standing Committee may only appoint a sub-committee to deal with a specific aspect of its business with the prior approval of the Management Board or the Council

12.12 The power to co-opt additional members to serve on the Council (provided that the number of such co-opted members with voting rights shall not exceed twenty five per cent of the number serving on the Council) either for general or special purposes and with or without voting rights. For the purposes of this Rule 12.12 the President, Senior Vice-President, Junior Vice-President, Chairman of the Management Board and the Representatives elected under Rules 14.1.6 and 14.1.7 shall be deemed to be elected members but the IRB Representatives, Past President and National Representatives elected under Rule 14.1.8 shall be deemed to be co-opted Members

12.13 The power to exercise the powers of the Union under Rule 5.12 and to delegate powers thereunder and under the Laws of the Game and the IRB Regulations to Constituent Bodies or such person, persons or groups of persons as the Council may from time to time determine. All powers so delegated shall be defined and the Constituent Bodies to which they are delegated shall be listed in the Handbook

12.14 The power to consider amendments to the Laws of the Game and the IRB Regulations and, as it considers fit, to submit the same to the IRB

12.15 The power to authorise or refuse the formation of unions, leagues, combinations or associations of Constituent Bodies and Clubs. Constituent Bodies or Clubs wishing to request permission to form themselves into a union, league or combination or association shall submit their proposed rules and, if authorised, any subsequent alterations or additions thereto to the Council which may:-

12.15.1 Approve the proposals or forbid the formation or continuance of any such union, league, combination or association

12.15.2 Expel or suspend any Club contravening this Rule

12.15.3 Expel or suspend any Club which shall play a match with a Club expelled or suspended under this Rule or with any new Club which has been formed out of the nucleus of any such expelled or suspended Club

12.16 The power to ratify the Rules of Constitution of the SRFU and the ERFSU as may be necessary from time to time

12.17 The powers to set the terms of reference and the procedure of and to appoint the Nominations Panel for the nomination of the President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board and for other appointments under Rules 6.2, 12.9.2, 12.11, 12.12, 13.3, 14.1.4, 14.1.8 and 15 and for the appointment of such other officials and representatives as the Council may from time to time consider necessary in the interests of the Union

12.18 The power to exercise the powers of the Union under Rules 4.11, 13.3, 14.1.4, 14.1.8, 14.3, 15.1, 17.7, 17.8, 17.11, 17.12, 22.1, 23.3, 30 and 34

12.19 The Council shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Union

12.20 References in these Rules to any acts or activities or opinions (including, without limitation, decisions, directions, requests, exercises of discretion and the giving of consent) of the Council shall mean and include such acts or activities or opinion as shall have been sanctioned or effected or (as the case may be) expressed by (a) a resolution of the Council or (b) a resolution of the relevant Standing Committee where the power to act or authority being exercised has been delegated by the Council and/or the Management Board to a Standing Committee or (c) the relevant official where that power or authority has been delegated by the Management Board

13. President, Vice-Presidents and Management Board Chairman

13.1 The Union shall have a President, a Senior Vice-President, a Junior Vice-President and a Chairman of the Management Board

13.2 The President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board shall be elected at each Annual General Meeting in accordance with Rule 9.4

13.3 If any such offices shall fall vacant between one Annual General Meeting and 30th March next ensuing such vacancy shall be filled at a Special General Meeting. If the vacancy occurs between 1st April and the following Annual General Meeting the Council shall fill the vacancy

13.4 The Chairman of the Management Board shall, subject to annual re-election, be eligible for re-election no more than three consecutive times

14. Council

14.1 The Council shall consist of:-

14.1.1 The President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board

14.1.2 The Representatives of all Constituent Bodies elected in accordance with Rule 17

14.1.3 The Representative or Representatives of the Union holding office on the IRB elected in accordance with Rule 15

14.1.4 One Past President of the Union (who will normally be the Immediate Past President) elected annually by the Council

14.1.5 The Chief Executive

14.1.6 One Representative elected by those Clubs playing in the most senior league in England and one Representative elected by those Clubs playing in the second most senior league in England of the English Clubs Rugby Union Championship which are for the time being in membership therewith in accordance with Rule 17 where a reference to a Constituent Body shall be construed as a reference to those Clubs and a reference to a Club as a reference to one of them

14.1.7 One Representative elected by those Clubs from the next two league levels of the English Clubs Rugby Union Championship immediately below League Two which are for the time being in membership therewith

14.1.8 Two National Representatives being persons of experience and influence in the Game who will in the opinion of the Council contribute significantly to the promotion of the objects of the Union elected annually by the Council

14.2 The quorum at any meeting of the Council shall be twenty and the Member elected to take the chair shall be entitled to exercise a second or casting vote

14.3 If a Member of the Council shall commit an offence under Rule 5.12 such Member may be dismissed from the Council if thought fit as follows:-

14.3.1 In the case of President, Senior Vice-President, Junior Vice-President and Chairman of the Management Board by the Union in General Meeting

14.3.2 In the case of a Representative of a Constituent Body or any of the Representatives referred to in Rules 14.1.6 or 14.1.7 either by that Constituent Body or the Clubs that elected them or by the Council

14.3.3 In the case of a Representative of the Union on the IRB, a Past President, a National Representative or a co-opted Member by the Council

14.4 Council Members shall receive no remuneration for serving on the Council other than the payment of authorised expenses for carrying out their duties

14.5 In the event of the Representative to the Council of a Constituent Body being unable to attend a Council Meeting, as a result of illness or other unavoidable cause, an alternate will be permitted to attend that Council Meeting, with normal voting powers, provided (a) notice of inability to attend and (b) the name of the alternate is given by the Secretary of the Constituent Body to the Chief Executive before the meeting

14.6 At any meeting of the Council any member of the Council may call for a ballot on any issue and the result of such ballot and how each member voted shall be recorded and be made available to any member of the Union upon request.

15. IRB

15.1 The Union shall be in membership with the IRB and the Council shall elect annually from Members of the Council (including co-opted Members) a representative or representatives to it in accordance with its Bye-Laws

15.2 If a Representative to the Council of a Constituent Body is elected a representative to the IRB his Constituent Body representation to the Council shall become void and the vacancy shall be filled in accordance with the Rule 17.12.

15.3 The Representative or Representatives elected under Rule 15.1 shall represent the interests of all Overseas Unions and Overseas Clubs recognised under Rule 6.3.