BYE-LAW 9.            THE COUNCIL

9.1 Composition of Council and Voting Rights

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 the governing body of that Union ; 

(b) One Representative from each of the following 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 the governing body of that Association;

(c) The Officers referred to in Bye-Law 9.5;(d) One Representative from: 

(i) Associations set out in Bye-Law 9.1(b) ; and 

(ii) the Unions entitled to an additional vote in accordance with Bye-Law 9.1 (f)(v), 

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

(e) All Unions other than those set out in Bye-Law 9.1(a) wishing to join Council may apply to the Nominations Committee at any time (the assessment period being the previous eight years at the time of the application). Such 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”). The Criteria may be reviewed from time to time but include the requirement to demonstrate compliance with the provisions below:

(i) Have qualified for the Rugby World Cup Finals Tournament on two consecutive occasions in the assessment period (8 years)

(ii) Fully comply with World Rugby Membership Criteria as applicable at the time of application

(iii) Be in good standing with World Rugby (and in particular that 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) Be a member of its Association recognised by Council

(v) Be in good standing with its National Olympic Committee (NOC) and/or National Sports Ministry(vi) Be able to demonstrate that Good Governance practice is in operation including but not limited to in the following areas:

• Constitution, Bye-Laws & Regulations Relating to the Game are fully applied;
• Three years of unqualified audited accounts or, where such accounts are qualified, such qualification(s) is not material to the 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 Union has jurisdiction and control over players & the professional game in their Union territory; and
• Comply with any National or regional legislation, in the area of good governance for sporting bodies.

(f) Voting Rights on Council The Representatives set out in Bye-Laws 9.1(a)-(e) inclusive shall have the following voting rights on Council:

(i) Each Union which has qualified for the Rugby World Cup Finals Tournament on two consecutive occasions in the assessment period (8 years) shall have one vote;

(ii) Each Union which has qualified for the Rugby World Cup Finals Tournament on two consecutive occasions in the assessment period (8 years) and who play in a major Championship (being for this purpose the Six Nations or SANZAAR Rugby Championships) shall have one additional vote;

(iii) Each Association set out in Bye-Law 9.1(b) shall have two votes;

(iv) The Chairman shall have a casting vote in accordance with Bye-Law 9.5;

(v) Unions which have qualified for RWC on two consecutive occasions in assessment period (8 years) and satisfy the criteria below shall have one additional vote but no additional Representative: (subject to Bye-Law 9.1(d)):

(i) contribute to the Game by having a Union audited average annual turnover greater than £20million[1] or an equivalent amount in the relevant Union’s territory taking into account an appropriate purchasing-power parity index  over the previous four-year period (to reflect its investment in the Game); and

(ii) bid to host (as voted at Council) or hosts a major event in the assessment period (8 years) or is scheduled to do so in the succeeding 4 four-year period (major events being: a Rugby World Cup Finals Tournament, Rugby World Cup Sevens, Women’s Rugby World Cup, U20/Junior World Championship, U20/Junior World Trophy and/or Sevens World Series); and

(iii) have in place a sustainable Women’s sevens and/or fifteens programme with national team participation in the Women’s Rugby World Cup and/or Rugby World Cup Sevens and/or qualification process for either tournament in the assessment period (8 years); and

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

(g) Ordinarily by the end of January following each Rugby World Cup Finals Tournament, each 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 Union’s continued compliance with the applicable criteria set out in Bye-Law 9.1(a) to (f) inclusive as applicable. The Nominations Committee shall consider a compliance report with respect to each 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 9.1(e) and (f) as applicable.

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

The Officers shall be elected in accordance with the provisions of Bye-Law 9.5.

9.2 Quorum & Voting

(a) The quorum for any meeting of the Council shall be 50% of the Representatives (excluding the Chairman). 

(b) If a Union or 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 Union or Association in accordance with Bye-Law 9.1.

(c) If a Union or Association has multiple Representatives present at any meeting, such Representatives shall determine how to cast the total number of votes allotted to that Union or Association (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 Union or Association are cast; and (b) no single vote can be split into a half vote).

9.3 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 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 Chairman and Vice-Chairman in accordance with Bye-Law 9.5.2;

(d) To elect seven Representatives to the Executive Committee and to approve two Independent Members of the Executive Committee proposed by the Nominations 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 World Rugby for the preceding financial year;

(h) As and when appropriate at the Annual and Interim Meetings, to elect the Officers and seven members of the Executive Committee, to approve the nominations of the two Independent Members of the Executive Committee proposed by the Nominations Committee, and, 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;

(iii) the Laws of the Game which have been duly proposed and of which due notice shall have been given as provided in Bye-Laws 5, 9.6 and 9.7;

(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 9.9; 

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

(m) To determine the Host 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 national Rugby Football Union. Such Union shall be proposed and seconded by and its election must be supported by a majority of at least three-quarters of the Representatives present;

(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 Union or 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 or the Game or any Persons, Administrators or Officials into disrepute.

9.4 Constitutional Process

9.4.1 Annual and Interim Meetings

The Council shall meet biannually (“Annual Meeting” and “Interim Meeting”) normally in Dublin in March/April/May and October/November respectively to be determined by the Council. Provided, however, that they may be held at such other occasions, time or times and place or places as a majority of the Council may agree, or failing agreement, in Dublin on a date to be fixed by the Officers as defined in Bye-Law 9.5. The Annual and Interim Meetings shall have the same powers. 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 9.3.

9.4.2 Special Meetings

If so directed by the Council (or if so requested by no fewer than eight (8) Unions or Associations represented on the Council), the Chief Executive Officer shall convene a special meeting of the Council (“Special Meeting”) for any purpose. Additionally, the Chief Executive Officer shall convene a Special Meeting if so directed by the Executive Committee for the purpose of considering proposed alterations to the Bye-Laws, Regulations Relating to the Game, General Regulations or the Laws of the Game subject to Bye-Law 9.7(g) below. The purpose for which the Special Meeting is being convened shall be notified by the Chief Executive Officer to every Union and 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.

9.5 Officers

9.5.1 Status of Chairman and Vice-Chairman

(a) Following election, the Chairman must relinquish any office or paid position within his Union and may not be the President, Vice-President, Chairman, Vice-Chairman, Treasurer or a Representative of his Union or Association or hold any comparable position.

(b) The Chairman shall be afforded a period of six (6) months to relinquish any such office within his Union or Association, which Union or 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 Chairman shall only have a casting vote at any Council Meeting and Executive Committee meeting. 

(e) The Vice-Chairman role is not independent so the elected Vice-Chairman shall be one of the Representatives of his Union or Association and will not be in addition to that Union or Association’s Council member(s).

(f) If the Chairman shall cease in office then the Vice-Chairman elected pursuant to Bye-Law 9.5.2, shall assume the position of Chairman pro-tem and the Council shall elect a new Chairman and Vice-Chairman at its next meeting.

(g) If the elected Vice-Chairman shall cease in office then the Chairman shall appoint another member of the Executive Committee to become Vice-Chairman until the next Council meeting.

9.5.2 Election of Chairman and Vice-Chairman

The Chairman and Vice-Chairman shall be elected initially from the Representatives usually but not necessarily at the Annual Meeting immediately following the quadrennial men’s Rugby World Cup Tournament and for a period of four (4) years commencing on 1st July of the same calendar year as 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) The voting procedure for the Officers shall be as follows: 

(i) All candidates for Officer positions shall be proposed and seconded by members of Council. 

(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 held by the Representatives present and entitled to vote pursuant to Bye-Law 9.1 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 ballot will be taken. If two candidates with the lowest number of votes have an equal number of votes Council will hold a secret ballot to determine which candidate will proceed to the next round of voting. The voting shall continue until a candidate reaches a simple majority or in the event of a tie the Chairman is called to use his casting vote. 

(v) In the event of a repeated tied vote, the Chairman shall have the casting vote providing he is not a candidate for the position in question. 

(vi) If the Chairman is a candidate and unable to use the casting vote in the event of a tied vote Council must continue voting until a new Chairman is elected. 

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

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

(i) Be sent in writing duly signed by the candidate and his nominating Union no later than 60 days prior to the Annual Meeting referenced in 9.4.1 above;

(ii) Be accompanied by the names of the Representatives who are proposing and seconding the candidate.

(d) World Rugby shall (i) call for nominations for Chairman and Vice-Chairman no later than 90 days prior to the Annual Meeting and (ii) circulate all Nominations received in compliance with Bye-Law 9.5.2(c) above to all Unions, Associations and Council no less than 45 days prior to the Annual Meeting.

9.5.3 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.

9.6 Alterations to Bye-Laws, Regulations Relating to the Game, General Regulations and Laws of the Game

(a) Subject to Bye-Law 12 until the time of the next Council meeting, no alterations to the Bye-laws, Regulations Relating to the Game or the Laws of the Game shall be made unless agreed by a three quarter majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1 at the Annual or Interim Meetings or at a Special Meeting;

(b) Subject to Bye-Law 12 until the time of the next Council meeting, no alterations to the General Regulations shall be made unless agreed by a simple majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1 at the Annual or Interim Meetings or at a Special Meeting.

(c) For the purposes of Bye-Law 9.6(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.

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

(i) a simple majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1 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 Relating to the Game and/or Laws of the Game (following consideration of any individual alterations) shall require a three-quarter majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1;

(iii) a final vote on the proposed alteration to a General Regulation (following consideration of any individual alteration) shall require a simple majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1.

9.7 Proposed Alterations to Bye-Laws, Regulations Relating to the Game, General Regulations and Laws of the Game

(a) Annual Meeting

Subject to Bye-Law 5, proposed alterations to the Bye-Laws, Regulations Relating to the Game, General Regulations or Laws of the Game, to be considered at the Annual Meeting shall be sent by the Union, Association, Chairman of the Council, and the Executive Committee, Chairman of any Committee of the Council 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 Union and Association within 14 days thereafter. 

(b) Interim Meeting

Subject to Bye-Law 5, proposed alterations to the Bye-Laws, Regulations Relating to the Game, General Regulations or Laws of the Game, to be considered at the Interim Meeting shall be sent by the Union, Association, Chairman of the Council, Chairman of any Committee of the Council and the Executive 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 Union and Association within 14 days thereafter.

(c) Generally 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 Union and 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 Union and Association.

(f) Subject to Bye-Law 12 until the time of the next Council meeting, no alterations to the Bye-Laws, Regulations Relating to the Game, General 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 three-quarters of the Representatives present consent to the matter being considered without due notice.

(g) The Council, in considering any duly submitted proposal to alter the Bye-Laws, Regulations Relating to the Game, General Regulations or Laws of the Game and proposed amendments thereto may modify, alter and amend such proposals provided there is a three quarters majority of the votes of the Representatives present and entitled to vote pursuant to Bye-Law 9.1 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 Relating to the Game, General Regulations or Laws of the Game.

9.8 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 9.6), 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 Union and Association by 14th February and 14th September respectively in the relevant year. 

9.9 Finance

(a) The Council and the Executive Committee (as the case may be) shall have control of the funds and property of World Rugby, and in addition to the powers contained in Bye-Law 2 and without limiting the generality of the foregoing the Council shall have the power to fix from time to time the amount of the subscription to be paid to World Rugby by a Union and Association;

(b) Audited accounts of World Rugby and of its associated entities where required shall be made up to the 31st December in each year and shall be signed by the Chairman and the CEO;

(c) All expenses incurred in connection with attendance at meetings of the General Assembly, Council, Executive Committee or any Standing Committee, Advisory Committee of the Council, including working parties or sub-groups or advisory groups, shall be defrayed in such manner as the Council shall from time to time determine;

(d) World Rugby’s income shall accrue from the subscriptions paid by Unions and Associations pursuant to Bye-Law 9.9(a), from World Rugby’s investments and securities, and from any other income source.

 

[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