BYE-LAW 9.            THE COUNCIL

 

9.1  Composition of Council

The Council shall consist of:

(a) two Representatives from each of the Foundation Unions, Unión Argentina de Rugby and the Federazione Italiana Rugby, who must be or have been a member of or hold an official position within the governing body of that Member Union;

(b) one Representative from each of the following Member Associations: Asia Rugby, Rugby Africa, Rugby Europe, Oceania Rugby, Sudamericana Rugby (Rugby Americas South) and Rugby Americas North, who must be or have been a member of or hold an official position within the governing body of that Member Association;

(c) the Chair as a non-voting member of Council save for when given a casting vote in accordance with these Bye-Laws;

(d) the Chief Executive Officer as a non-voting member of Council;

(e) one additional Representative from:

(i) each of the Member Associations set out in Bye-Law 9.1(b); and

(ii) each of the Member Unions entitled to an additional vote in accordance with Bye-Law 9.3(d),

in both cases, provided such additional Representative is female (who is not required to be or have been a member of the governing body of that Member Association or Member Union); and

(f) any Representative appointed in accordance with Bye-Law 9.2.

The Representatives set out above shall be elected by their Member Unions or Member Associations (as the case may be).

9.2 Applying to join Council

(a) All Member Unions other than those set out in Bye-Law 9.1(a) wishing to appoint a representative to Council may apply to the Nominations Committee at any time.

(b) Such Member Unions will be subject to review and recommendation by the Nominations Committee and must comply with the criteria required for Eligibility for Consideration of Membership to Council (the “Criteria”).

(c) The Criteria may be reviewed from time to time but include the requirement for the relevant Member Union to demonstrate compliance with the provisions below:

(i) it has qualified for the two most recent Rugby World Cup Finals prior to the date of application to the Nominations Committee;

(ii) it fully complies with World Rugby Membership Criteria as applicable at the time of application;

(iii) it is in good standing with World Rugby (and in particular it has filed and continues to file all appropriate paperwork/reports required by World Rugby and has paid all fees which are due for its membership or the renewal thereof);

(iv) it is a member of a Member Association;

(v) it is in good standing with its National Olympic Committee  and/or National Sports Ministry

(vi) it is able to demonstrate that good governance practice is in operation including but not limited to the following areas:

  • Constitution, Bye-Laws and Regulations are fully applied;
  • Three years of unqualified audited accounts or, where such accounts are qualified, such qualification(s) is not material to the Member Union’s compliance with the Criteria, as determined by the Nominations Committee;
  • Three years of AGM Minutes provided;
  • Transparent links with membership evident;
  • Satisfactory confirmation that the Member Union has jurisdiction and control over players and the professional game in their Member Union territory; and
  • Comply with any national or regional legislation, regulations or codes in the area of good governance for sporting bodies.

(d) Ordinarily by the end of January following each Rugby World Cup Finals Tournament, each Member Union in membership of Council shall be reviewed by a nominee of the Nominations Committee (which, for the avoidance of doubt, may be a World Rugby staff member) to confirm each Member Union’s continued compliance with the applicable Criteria. The Nominations Committee shall consider a compliance report with respect to each Member Union ordinarily at its meeting in or about March of the year following each Rugby World Cup Finals Tournament. Ordinarily at that meeting the Nominations Committee shall make recommendation(s) with respect to the membership and voting rights of Council in consideration of the criteria set out in Bye-Law 9.2(c) and 9.3 as applicable. In the event that a Member Union satisfies or ceases to satisfy the requirements in respect of qualification for the Rugby World Cup Finals, set out in Bye-Law 9.2(c)(i), the change in relation to the ability to appoint a representative to Council shall take effect from the January following the relevant Rugby World Cup Finals.

9.3 Voting Rights on Council

The voting rights on Council are as follows:

(a) each Member Union which has qualified for the two most recent Rugby World Cup Finals prior to the date of the vote shall have one vote from the Annual Meeting following the most recent Rugby World Cup Finals;

(b) each Member Union which:

(i) has qualified for the two most recent Rugby World Cup Finals prior to the date of the vote; and

(ii) plays in either the Six Nations Championship or SANZAAR Rugby Championship,

shall have one additional vote;

(c) each Member Association set out in Bye-Law 9.1(b) shall have two votes;

(d) Member Unions which have qualified for the two most recent Rugby World Cup Finals prior to the date of the vote and satisfy the criteria below shall have one additional vote:

(i) contribute to the Game by having a Member Union audited average annual turnover greater than £20 million or an equivalent amount in the relevant Member Union’s territory taking into account an appropriate purchasing-power parity index¹ over the previous four-year period (to reflect its investment in the Game);

(ii) bid to host (as voted at Council) or hosts a Major Event in the eight (8) year period prior to the date of the vote or is scheduled to do so in the succeeding four (4) year period after the date of the vote

(iii) have in place a sustainable Women’s sevens and/or fifteens programme with national team participation in the Women’s Rugby World Cup Finals and/or Rugby World Cup Sevens Finals and/or qualification process for either tournament in the eight (8) year period prior to the date of the vote; and

(iv) have in place a sustainable Men’s sevens programme, or Women’s sevens programme, reflected by (at a minimum) participation in Member Association competitions and/or the Sevens World Series (male and female).

(e) the Chair shall have a casting vote;

(f) if a Member Union or Member Association has the right to appoint multiple Representatives pursuant to Bye-Law 9.1 but only one Representative is present at any meeting that Representative will receive the full number of allotted votes to the Member Union or Member Association under this Bye-Law 9.3;

(g) if a Member Union or Member Association has multiple Representatives present at any meeting, such Representatives shall determine how to cast the total number of votes allotted to that Member Union or Member Association under this Bye-Law 9.3 (including for the avoidance of doubt utilising the votes for and/or against a particular matter, provided that: (a) no more than the total number of votes allotted to such Member Union or Member Association are cast; and (b) no single vote can be split into a half vote);

(h) unless otherwise specified in these Bye-Laws, decisions on any matters before Council shall be determined by a simple majority of the votes allocated to the Representatives present and entitled to vote pursuant to this Bye-Law 9.3; and

(i) under no circumstances shall a Representative, Member Union or Member Association be entitled to vote by proxy at a meeting of Council.

9.4 Quorum

(a) The quorum for any meeting of the Council shall be Representatives representing at least fifty per cent (50%) of the Member Unions and Member Associations which have a Representative on Council.

9.5 Powers of the Council

As the ultimate and supreme legislative authority of World Rugby, Council has the power to make decisions on the following:

(a) The ratification of the mission, strategy, goals and plan of World Rugby as formulated by the Executive Committee and the oversight of the implementation thereof by the Executive Committee;

(b) The consideration and approval of the minutes of previous Council Meetings;

(c) To elect the Chair and Vice-Chair in accordance with Bye-Law 9.7;

(d) To elect seven Representatives to the Executive Committee and to approve two Independent Members on the Executive Committee in accordance with Bye-Law 10.2;

(e) To receive a report from the Executive Committee and to give consideration to the actions taken by the Executive Committee since the last Council meeting;

(f) To ratify, or otherwise, as it considers appropriate, the emergency decisions taken by the Executive Committee under Bye-Law 12;

(g) To receive and approve the audited group financial statements of the World Rugby Group for the preceding financial year;

(h) In appropriate circumstances, to remove members of the Executive Committee;

(i) To consider and approve, as appropriate, any amendment or alteration to:

(i) the Bye-Laws;

(ii) the Regulations; and

(iii) the Laws of the Game;

(j) To receive reports from the Executive Committee on the work of the Standing Committees since the last Council meeting;

(k) To consider any proposals or business of which due notice shall have been given as provided for in Bye-Law 9.11;

(l) To determine the date, venue and agenda for the General Assembly;

(m) To determine the host Member Union(s) for all Rugby World Cup Tournaments (Men’s, Women’s and Sevens);

(n) To take such other decisions and/or steps necessary and/or incidental to the exercise of the above powers;

(o) To appoint judicial and appeal personnel in accordance with Regulation 18;

(p) At any meeting of the Council it shall have power, following a recommendation of the Executive Committee, to elect to membership of World Rugby any Non-Member Union. The election of a Non-Member Union must be supported by a majority of at least three-quarters of votes allocated to the Representatives present and entitled to vote;

(q) Without prejudice to the generality of these Bye-Laws, the Council may expel or suspend from membership of World Rugby or impose such other punishment or penalty, including a fine, as it considers fit on a Member Union or Member Association for any infringement of the Bye-Laws or the Regulations or for any conduct which in the opinion of the Council is prejudicial to the interests of World Rugby or of the Game or which may bring World Rugby, the Game or any person connected with the Game into disrepute; and

(r) any other power expressly stated as being vested in Council under the Bye-Laws or the Regulations.

9.6 Constitutional Process

9.6.1 Annual and Interim Meetings

(a) The Council shall meet at least once each year and may meet up to twice each year at an “Annual Meeting” and an “Interim Meeting”.

(b) Subject to a decision of Council in accordance with Bye-Law 9.6.1(c), the Annual Meeting and Interim Meeting shall normally be held in Dublin with the Annual Meeting held in March/April/May and the Interim Meeting held in October/November with the exact date determined by the Officers.

(c) The Annual Meeting and Interim Meeting may be held at any other time and any other location as agreed at the preceding Annual Meeting or Interim Meeting (as the case may be) by a simple majority of the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3 above.

(d) The Annual and Interim Meetings shall have the same powers.

(e) The Annual and Interim Meetings shall be held for the transaction as appropriate of the business required in accordance with the powers of Council set out in Bye-Law 9.5.

(f)  A minimum of one day should be allowed for the Annual Meeting and Interim Meeting.

9.6.2 Special Meetings

(a) The Chief Executive Officer shall convene a special meeting of the Council (a “Special Meeting”) if directed to do so by:

(i) the Council;

(ii) no fewer than eight (8) Member Unions or Member Associations represented on the Council); or

(iii) the Executive Committee for the purpose of considering proposed alterations to the Bye-Laws, the Regulations or the Laws of the Game subject to Bye-Law 9.9(g) below.

(b) The purpose for which the Special Meeting is being convened shall be notified by the Chief Executive Officer to every Member Union and Member Association at least six (6) weeks prior to the date fixed for the Special Meeting unless the Council, in case of extreme urgency, agree by a three-quarter majority that a shorter period of notice may be given.

9.7 Officers

9.7.1  Election of Chair and Vice-Chair

The Chair and Vice-Chair shall be elected from the Representatives usually but not necessarily at the Annual Meeting immediately following the Rugby World Cup Finals and for a period of four (4) years commencing on 1st July of the same calendar year on terms of service which are approved by the Executive Committee. They shall thereafter be eligible for re-election for one further term of four (4) years at the end of their first term of office.

(a) To be admissible, all candidatures for the role(s) of Chair and/or Vice-Chair must be submitted to the Chief Executive Officer and fulfil the following conditions:

(i) be sent in writing duly signed by the candidate and their nominating Member Union no later than thirty (30) days prior to the Council meeting at which the Chair and/or Vice-Chair are to be elected;

(ii) be accompanied by the names of the Member Unions and/or Member Associations who are proposing and seconding the candidate.

(b) World Rugby shall (i) call for nominations for Chair and Vice-Chair no later than forty (40) days prior to the Council meeting at which the Chair and/or Vice-Chair are to be elected and (ii) circulate all nominations received in compliance with this Bye-Law 9.7 to all Member Unions, Member Associations and Council no less than twenty (20) days prior to such Council meeting.

(c) The voting procedure for the Chair and Vice-Chair shall be as follows:

(i) all candidates for the positions of Chair and Vice-Chair shall be proposed and seconded by Representatives from more than one Member Union or Member Association.

(ii) in the event that more than one candidate is proposed for an available position, the Council shall vote by secret ballot.

(iii)  to be elected a candidate must achieve a simple majority of the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3 above.

(iv) if following a secret ballot none of the candidates have achieved a simple majority the candidate with the lowest number of votes will be eliminated and a new secret ballot will be taken. This process will be repeated until a candidate achieves a simple majority

(v) in the event of a tied vote between the lowest polling candidates, a further round of voting (by secret ballot) will take place in relation to those candidates only to determine who is eliminated. In the event of a repeated tied vote, this process shall be repeated until a candidate is eliminated; and,

(vi) in the event of a tied vote, the Chair shall have the power to order a recess prior to a further round of voting.

(d) Where the incumbent Chair and Vice-Chair are both standing for re-election an Independent Vote Chair shall be appointed by the Executive Committee to manage this voting process.

9.7.2  Status of Chair and Vice-Chair

(a) Following election, the Chair must relinquish any office or paid position within their Member Union and may not be a Representative of their Member Union or Member Association or hold any comparable position.

(b) The Chair shall be afforded a period of six (6) months to relinquish any such office within their Member Union or Member Association, which Member Union or Member Association shall in turn be entitled to elect a replacement Representative to the Council.

(c) The Officers shall be members of all Committees, sub-committees and advisory committees (including any associated working parties/sub-groups) of World Rugby, save for the Nominations Committee where appointments are specified and detailed in Bye-Law 11.6.

(d) The Vice-Chair role is not independent so the elected Vice-Chair shall be one of the Representatives of their Member Union or Member Association and will not be in addition to that Member Union or Member Association’s Representatives.

(e) If the Chair shall cease in office then the Vice-Chair elected pursuant to Bye-Law 9.7.2, shall assume the position of Chair until the next Council meeting and at such meeting the Council shall elect a new Chair and any new vacancies that arise as a result.

(f) If the elected Vice-Chair shall cease in office then the Chair shall appoint another member of the Executive Committee to become Vice-Chair until the next Council meeting and at such meeting the Council shall elect a new Vice-Chair.

9.7.3 Chief Executive Officer

The Chief Executive Officer shall be appointed by the Executive Committee on such terms and conditions as the Executive Committee shall from time to time determine.

9.8 Nomination and Election of Council Representatives to the Executive Committee

The seven Council Representatives of the Executive Committee shall be elected usually but not necessarily at the Annual Meeting immediately following the Rugby World Cup Finals and for a period of four (4) years commencing on 1st July of the same calendar year.

(a) To be admissible, all candidatures must be submitted to the Chief Executive Officer and fulfil the following conditions:

(i)  be sent in writing duly signed by the candidate and their nominating Member Union no later than thirty (30) days prior to the Council meeting at which the Representative is to be elected;

(ii) be accompanied by the names of the Member Unions and/or Member Associations who are proposing and seconding the candidate;

(b) World Rugby shall (i) call for nominations for the seven Representatives of the Executive Committee no later than forty (40) days prior to the Council meeting at which such Representatives are to be elected and (ii) circulate all nominations received in compliance with this Bye-Law 9.8 to all Member Unions, Member  Associations and Council no less than twenty (20) days prior to such Council meeting;

(c) The voting procedure for the Council Representatives of the Executive Committee shall be as follows: 

(i) all candidates shall be proposed and seconded by Representatives from more than one Member Union or Member Association. 

(ii) in the event that more than one Representative is proposed for an available position on the Executive Committee, the Council shall vote by secret ballot in accordance with the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3.

(iii) the candidate(s) with the lowest number of votes shall drop out. The candidate(s) with the highest number of votes shall be appointed.

(iv) in the event of the number of votes for the highest polling candidates being tied, a further secret ballot shall be held for those candidates only and the candidate receiving the highest number of votes will be appointed.

(v) in the event of a repeated tied vote, the process in this Bye-Law shall be repeated until a candidate is appointed. The Chair shall have the power to order a recess prior to a further round of voting.

9.9 Proposed Alterations to Bye-Laws, Regulations and Laws of the Game

(a) Annual Meeting

Subject to Bye-Law 5, proposed alterations to the Bye-Laws, Regulations or Laws of the Game, to be considered at the Annual Meeting shall be sent by the Member Union, the Member Association, the Chair, the Executive Committee, the chairperson of any Standing Committee proposing such alteration, or the Chief Executive Officer to the Chief Executive Officer not later than 15th January in any year and shall be forwarded by the Chief Executive Officer to each Member Union and Member Association within 14 days thereafter.

(b) Interim Meeting

Subject to Bye-Law 5, proposed alterations to the Bye-Laws, Regulations or Laws of the Game, to be considered at the Interim Meeting shall be sent by the Member Union, the Member Association, the Chair, the Executive Committee, the chairperson of any Standing Committee proposing such alteration, or the Chief Executive Officer to the Chief Executive Officer not later than 1st July in that year and shall be forwarded by the Chief Executive Officer to each Member Union and Member Association within 14 days thereafter.

(c) Any alterations proposed in accordance with (a) and (b) above shall state in respect of each separate proposal:

(i) the precise wording of the proposed alteration;

(ii) the reasons for the proposed alteration; and

(iii) any consequential amendments.

(d) Subject to Bye-Law 5, any proposed amendments to such proposals must reach the Chief Executive Officer no later than 25th February in respect of the Annual Meeting and 31st August in respect of the Interim Meeting, in the relevant year and these will then be forwarded by him to each Member Union and Member Association by 15th March and 14th September respectively in the relevant year.

(e) Subject to Bye-Law 5, where any proposals for alterations are to be dealt with at a Special Meeting the latest dates for receiving proposals and proposed amendments to them shall be determined by the Council and notified by the Chief Executive Officer to every Member Union and Member Association.

(f) Subject to Bye-Law 12 until the time of the next Council meeting, no alterations to the Bye-Laws, Regulations or Laws of the Game shall be made without due notice as provided for in the Bye-Laws, unless it is an alteration consequential on or arising from some other proposed alteration of which due notice has been given, and unless there is a three-quarters majority of votes allocated to the Representatives present and entitled to vote in favour of the matter being considered without due notice.

(g) The Council, in considering any duly submitted proposal to alter the Bye-Laws, Regulations or Laws of the Game and proposed amendments thereto may modify, alter and amend such proposals provided a three quarters majority of the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3 at the Annual or Interim Meetings or at a Special Meeting has been obtained, and such modified, altered or amended proposals shall thereafter be incorporated as part of the Bye-Laws, Regulations or Laws of the Game.

9.10 Voting on alterations to Bye-Laws, Regulations and Laws of the Game

(a) Subject to Bye-Law 12 until the time of the next Council meeting, no alterations to (i) the Bye-laws; (ii) the Regulations; or (iii) the Laws of the Game shall be made unless agreed by a three quarter majority of votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3 at any Council meeting;

(b) For the purposes of Bye-Law 9.10(a), the three-quarter majority shall equate to 75% of the total votes cast inclusive of any abstentions. If a Representative fails to cast a vote(s) this will be considered as an abstention.

(c) Voting in relation to individual changes to proposed alterations to the Bye-Laws, Regulations and/or Laws of the Game shall be as follows:

(i) a simple majority of the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3 shall be required for individual alterations to be made to the proposed alterations;

(ii) a final vote on the proposed alteration to the Bye-laws, Regulations and/or Laws of the Game (following consideration of any individual alterations) shall require a three-quarter majority of the votes allocated to the Representatives present and entitled to vote pursuant to Bye-Law 9.3.

(d) Alterations to the Bye-Laws, Regulations or Laws of the Game approved by Council shall take effect immediately unless otherwise stated.

9.11 Notice of Other Business

Notice of any other business which falls within the purview of Council to be dealt with at the Annual or Interim Meetings (save for proposals pursuant to Bye-Law 9.9), shall be sent to the Chief Executive Officer not later than 31st January in respect of the Annual Meeting and 31st August in respect of the Interim Meeting in the relevant year and the Chief Executive Officer shall forward such notice to every Member Union and Member Association by 14th February and 14th September respectively in the relevant year.

9.12  Meetings of Council

(a) Council shall procure that arrangements are in place to ensure timely and accurate announcements of and effect given to decisions made by Council.

(b) Draft minutes of meetings shall be sent first to the Chair and the Chair of any relevant committees for amendment and/or comment. Thereafter, the draft minutes shall be circulated by the Chief Executive Officer to Representatives, Member Unions and Member Associations. The minutes of a Council meeting shall be approved at the Annual Meeting, and thereafter printed for circulation.

 

¹ For this purpose the Nominations Committee shall determine an equivalent amount to £20 million in London, England, in the country of the Member Union using an established purchasing-power parity index such as the Economist’s Big Mac Index or other index deemed suitable by the Nominations Committee

 

 

[1] For this purpose the Nominations Committee shall determine an equivalent amount to £20 million in London, England, in the country of the Union using an established purchasing-power parity index such as the Economist’s Big Mac Index or other index deemed suitable by the Nominations Committee