BYE-LAWS OF THE SCOTTISH RUGBY UNION

Transcription

1 BYE-LAWS OF THE SCOTTISH RUGBY UNION 1. Interpretation 1.1 In this document, unless the context requires otherwise: "Affiliated Body" "Appendix" "Annual General Meeting" Area Articles "Associate Member" "Associated Bodies" "Board" "Bye-Laws" "Code of Conduct" "Company" "Company Secretary" "Control" means such bodies or members as may be approved by the Board from time to time (including any rugby playing school whose application for affiliated membership has been approved by the Board) (each an Affiliated Body ); means the appendix to these Bye-Laws which is in two Parts and forms part of these Bye-Laws; means the annual general meeting of the Union held in accordance with these Bye-Laws; means each of the Scottish Borders, Edinburgh, Glasgow North, Glasgow South, Midlands and/or North areas of Scotland, as the context requires (together Areas ); means the articles of association of the Company; means a club that is, for the time being, not a Full Member; means the SRRA and the Schools Division, together with any other bodies as may be approved as such a body by the Board from time to time (each an Associated Body ); means the board of directors of the Company; means these bye-laws together with the Appendix, as may be amended in accordance with Bye-Law 25; means the written code of conduct determined by the Board from time to time; means the company with registered number SC132061; means the person appointed as secretary to the Company from time to time in accordance with the Articles; means the ability of an Entity, by whatever means, to directly or indirectly secure that the affairs of another Entity are or could be influenced or controlled in accordance with that Entity s wishes; "Council" means the representative body elected pursuant to Bye-Law 13; "Director" "Election Rules" means an executive or non-executive director of the Company; means the election rules set out as such in Part B of the Appendix;

2 "Entity" "Full Member" "Game" "General Meeting" "Home Ground" "International Bodies" "Laws of the Game" "League" "Members" "Member Club" "Membership and Insurance Return" "National Division" means a natural person, incorporated body, unincorporated body, partnership, trust or association of bodies corporate or bodies unincorporated; means a club that is, for the time being, a full member of the Union in terms of Bye-Law 8; means rugby union, played in accordance with the Laws of the Game; means an Annual General Meeting or a Special General Meeting; means a Member Club s nominated home ground for the purposes of playing the Game; means World Rugby, Six Nations, Rugby Europe, EPCR, Celtic Rugby and such other international bodies or competitions as the Board may determine; means the laws prescribed by World Rugby under which the Game is played (including any variations or trials); means a league played under the direct control of the Union (excluding youth, schools or age grade leagues) or any other league which has been designated as a qualifying league by the Board from time to time; means Member Clubs, Associated Bodies and Affiliated Bodies; means a Full Member or an Associate Member; means the Union s membership and insurance return form, the content and format of which shall be determined by the Board; means a men s first XV League known as a National Division ; "Objects" means the objects of the Union set out in Bye-Law 3; "Past President" "Premier Division" "President" "Schools Division" means a former President; means the men s first XV League known as the Premiership or Premier Division ; means for the duration of his or her term of office, the president of the Union; means the Scottish Rugby School s Division; "Scottish Rugby Regulations" means the Union s directives, resolutions, regulations and policies from time to time in force, including the Union s Domestic Regulations, National Competition Rules and Regulations, the Code

3 of Conduct, the Union s Are You Ready to Play Rugby Policy and the decisions and directions of the Union s Discipline Panel; "Secretary of the Council" "Secretary of the Union" "Special General Meeting" "SRRA" "Trustee" "Trust Deed" "Union" "Vice-President" "Voting Regulations" "World Rugby Regulations" "Women s Forum" means for the duration of his or her term of office, the individual holding office in accordance with Bye-Law 12.2; means for the duration of his or her term of office, the individual holding office in accordance with Bye-Law 12.1; means a general meeting of Members which is not an Annual General Meeting and which is held in accordance with Bye-Law 18; means the Scottish Rugby Referee s Association; means a trustee appointed under or pursuant to the Trust Deed or any deed of accession; means the Declaration of Trust of the Committee of the Scottish Football Union dated 12, 17 and 18 May 1911, or any amendment or replacement thereto; means the unincorporated association of members known as the Scottish Rugby Union; means for the duration of his or her term of office, the vicepresident of the Union; means the voting regulations set out as such in Part A of the Appendix; means World Rugby s directives, resolutions, regulations and policies from time to time in force, including those relating to the playing of the Game, anti-doping, betting and anti-corruption, international clearance, match and tour approvals and player status and contracts; means the Scottish Women s Rugby Forum; and "Year" means the period between one Annual General Meeting and the next. 1.2 References in these Bye-Laws to "writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise. 1.3 Unless the context otherwise requires: words importing the singular include the plural and vice versa; words importing any gender include all other genders; words importing natural persons include corporations; and any use of the word "including" shall not be limited by the words that follow.

4 1.4 Headings used in these Bye-Laws shall not affect their construction or interpretation. 1.5 References to any statute or section of a statute shall include reference to any statutory amendment, extension, modification or re-enactment of such statute or section of a statute. 1.6 If there is a conflict as to the meaning of these Bye-Laws then such meaning shall be decided by the Board taking account of such advice as they may deem appropriate, or if such conflict occurs at a General Meeting such meaning shall be decided by the chair of that General Meeting. 1.7 If there is a conflict between the interpretation of these Bye-Laws and the interpretation of the Voting Regulations or the Election Rules, these Bye-Laws shall prevail. 2. Bye-Laws binding on Members 2.1 Each Member undertakes and agrees, on behalf of itself, its own members, its authorised representatives and its employees to be bound by: these Bye-Laws; the Laws of the Game; Scottish Rugby Regulations; and World Rugby Regulations. 2.2 Each Member undertakes and agrees to ensure that, as a condition of membership, its own rules or constitution shall contain a requirement that its own members, authorised representatives and employees shall be bound by: these Bye-Laws; the Laws of the Game; Scottish Rugby Regulations; and World Rugby Regulations. 2.3 Each Member agrees, on behalf of itself, its own members, authorised representatives and employees, that the Union shall be the sole tribunal or court of appeal in Scotland in all matters connected with the implementation or interpretation of these Bye-Laws and the Game, in so far as is permissible by law. 3. Objects & Powers 3.1 The Objects of the Union shall be: to act as the governing body of the Game in Scotland and any other territories falling within the direct control of the Union; to promote, encourage and extend the Game throughout Scotland and any other territories falling within the direct control of the Union; to assist in the development and playing of the Game throughout the world, including the playing of international matches;

5 3.1.4 to be a member of International Bodies; and to assist Members in furtherance of these Objects. 3.2 To further its Objects, the Union shall have the power to do all such things as are incidental or conducive to the Objects. 3.3 The Union shall have the power to discipline any: Member; any player, coach, match official, official, member, authorised representative or employee of any Member; or any other person that submits to the Union s jurisdiction, for any infringement of these Bye-Laws, the Laws of the Game, Scottish Rugby Regulations or World Rugby Regulations and/or for any conduct which is prejudicial to the interests of the Union or the Game. 4. Income and disposal of assets on winding up/dissolution 4.1 Any surplus income of the Union arising after full provision for all expenditure shall be used for the promotion, encouragement and extension of the Game, whether professional or otherwise. 4.2 Upon the winding-up or dissolution of the Union, all available assets of the Union (after the discharge of all debts and liabilities, including any debentures outstanding) shall be distributed among Full Members and Associate Members in such manner and subject to such conditions as the Board may determine. Membership of the Union 5. Membership 5.1 Membership of the Union shall be divided into the following classes: Full Members; Associate Members; Associated Bodies; and Affiliated Bodies. 5.2 Membership of the Union shall be open to all, subject to the application of these Bye-Laws. No application for membership of the Union will be refused other than in accordance with these Bye- Laws and on reasonable grounds. There will be no discrimination on grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex; sexual orientation, political or other opinion. 5.3 By no later than 15 September in each Year, each Member Club shall complete and return a Membership and Insurance Return to the Secretary of the Union. 6. Transfer of membership, dual control and connected persons

6 6.1 Subject to Bye-Law 6.2, membership of the Union shall be non-transferable unless otherwise approved in advance by the Board. 6.2 A Member Club may transfer its membership of the Union to another Entity for the purposes of an internal restructure or reorganisation if approved in advance by the Board. 6.3 If a Member Club is connected in the operation of its affairs to another Entity, that Member Club may seek recognition by the Union of such Entity as a body or organisation affiliated indirectly to the Union through the prior approval of the Board. 6.4 No Entity shall be entitled to own or Control more than one Member Club, whether acting alone or in concert, unless otherwise approved in advance by the Board. 6.5 The Board shall be entitled to apply such conditions as it deems appropriate to any approvals that may be granted pursuant to Bye-Laws 6.1 to 6.4 inclusive. 7. Eligibility and admission for Associate Membership 7.1 Subject to this Bye-Law 7, any club playing the Game that submits to the Union s jurisdiction may apply at any time to be admitted as an Associate Member. 7.2 Applications pursuant to Bye-Law 7.1: must be made in writing to the Secretary of the Union; must include the name under which the applicant is to be known; must include contact details for at least three officials (with the primary contact designated as club secretary ); and must include a copy of the applicant s constitution and completed Membership and Insurance Return. 7.3 All applications for Associate Membership shall be determined by the Board. 8. Eligibility and admission for Full Membership 8.1 Subject this Bye-Law 8, an eligible Associate Member may apply to be admitted as a Full Member on written application to the Secretary of the Union. 8.2 Applications made by Associate Members pursuant to Bye-Law 8.1 must: be supported in writing by the secretaries or presidents of two Full Members in the Area in which such Associate Member is situated; be received by 31 May in each Year; and must be approved by the Board in the case of applicants whose Home Ground is outside Scotland. 8.3 Associate Members shall be eligible to be Full Members if the relevant Associate Member: has been an Associate Member for at least three continuous Years immediately prior to nomination;

7 8.3.2 owns, or can demonstrate that it has the right to use, a ground with adequate facilities as determined by the Board; has a paid-up membership of not less than fifty persons covering a period of at least three continuous Years immediately prior to nomination; and has played in a League for at least three continuous Years immediately prior to nomination. 8.4 Subject to Bye-Laws 8.1 to 8.3 inclusive, admission as a Full Member shall be granted by a vote in favour of the application by those present and casting a vote at a General Meeting. 9. Cessation, resignation, removal and suspension of Membership 9.1 A Member may resign its membership of the Union at any time by sending notice in writing to the Secretary of the Union. 9.2 A Full Member may alter its membership of the Union to Associate Member at any time by sending notice in writing to the Secretary of the Union. 9.3 A Member s membership of the Union shall end automatically when that Member ceases to exist. 9.4 Without prejudice to any disciplinary provisions, procedures or outcomes pursuant to the Scottish Rugby Regulations, a Member may be removed by direction of the Board, or may be suspended for such period or periods as the Board may consider appropriate: if that Member has breached, or is in breach of, these Bye-Laws; if any monies due and owing to the Union or the Company remain in arrears for more than three months after intimation from the Secretary of the Union; if it has not conformed to any reasonable direction of the Union or the Board as to its standards of play, administration or general behaviour; or for any conduct, which is prejudicial to the interests of the Union or the Game. 9.5 A former Member whose membership of the Union has ended by operation of this Bye-Law 9 shall remain liable for any monies then due and owing to the Union or the Company and shall remain bound by these Bye-Laws in so far as they relate to obligations of that former Member which were in place on or before the date such membership of the Union ended, or in so far as they otherwise relate to the former Member s membership of the Union. 9.6 The Board shall be entitled to alter a Full Member s membership status to Associate Member on written notice to that Full Member where: the relevant Full Member no longer participates in a League; the relevant Full Member no longer owns, or can demonstrate that it has the right to use, a ground with adequate facilities; or the relevant Full Member no longer has a paid-up membership of not less than fifty persons covering a period of at least three continuous Years. 10. Club legal status and name changes

8 Members may only change their legal status, name, club name, or the name of their 1 st XV playing in a League, with the prior written approval of the Board. Office Bearers 11. President and Vice-President 11.1 Subject to this Bye-Law 11, the Vice-President will be elected at an Annual General Meeting and will hold office for two Years starting from the conclusion of that Annual General Meeting At the end of the period referred to in Bye-Law 11.1, ratification will be sought from an Annual General Meeting for the Vice-President s succession to the office of President for a further period of two Years starting from the conclusion of that Annual General Meeting The Vice-President and the President (and any interim appointee pursuant to Bye-Law 11.8 or Bye- Law 11.10) must be a member of a Full Member Club or an Associate Club at the time of their election and throughout their period of office Without prejudice to interim appointments made under Bye-Law 11.8 or Bye-Law 11.10, a person is only eligible to be elected once as Vice-President and to hold office once as President No person will be entitled to hold the office of President for more than three Years by operation of Bye-Law All candidate nominations for election as Vice President: must be submitted to the Secretary of the Union by 31 May in the Year in which the election is to take place (or such other date as the Board may determine); must be signed by the secretary or president of the Full Member proposing the nomination; and must be accompanied by: (a) (b) a form or forms signed by the secretaries or presidents of ten additional Full Members signifying satisfaction as to the suitability of the nominee; and the nominee s curriculum vitae (one sheet and no more than 350 words) If a vacancy arises during the President's term of office, the Council will appoint the Vice-President as President for the remainder of the President s term of office, without prejudice to the ability of such appointee to be ratified as President in their own right at the next Annual General Meeting in accordance with Bye-Law 11.2 (subject to Bye-Law 11.5) Subject to Bye-Law 11.9, if a vacancy arises during the Vice-President s term of office, the Council and/or the Board will promptly requisition a Special General Meeting to elect a new Vice-President. Such person will serve for the remainder of the Vice-President s term of office and until the office of President becomes vacant, upon which ratification will be sought from an Annual General Meeting for such person s succession to the office of President in accordance with Bye-Law Where this Bye- Law 11.8 applies, the Council may appoint an interim Vice-President from members of the Council to serve until a new Vice-President has been elected in accordance with this Bye-Law 11.8, or until the next General Meeting (whichever is sooner).

9 11.9 If a vacancy arises during the Vice-President s term of office prior to an Annual General Meeting at which a Vice-Presidential election is ordinarily due to be called and the relevant Vice-Presidential election process has commenced, Bye-Law 11.8 will not apply and the office of Vice-President will remain vacant until a new Vice-President has been elected at that Annual General Meeting in accordance with Bye-Law If the offices of President and Vice-President become vacant at the same time, the Council and/or the Board will promptly requisition a Special General Meeting to elect a new Vice-President and President and, in such circumstances, the Council may appoint an interim President and/or interim Vice- President from members of the Council to serve until either a replacement President and Vice- President have been elected in accordance with this Bye-Law 11.10, or until the next General Meeting (whichever is sooner) If by operation of this Bye-Law 11 the Union is left without a President at an Annual General Meeting, the Vice-President will be ratified as President at that Annual General Meeting in accordance with Bye-Law 11.2 and the Council and/or the Board will promptly requisition a Special General Meeting to elect a new Vice-President in accordance with Bye-Law The Voting Regulations shall apply to elections held pursuant to this Bye-Law Secretary 12.1 The Company Secretary shall be the Secretary of the Union. The Secretary of the Union shall be entitled to attend, but not to vote at, General Meetings The Secretary of the Council shall be appointed by the Board, with such appointment subject to the approval of the Council. The Secretary of the Council shall be entitled to attend, but not to vote at, Council meetings. The Secretary of the Council need not be the same person as the Secretary of the Union. The Council 13. Council composition and terms of office 13.1 The Council shall comprise: the President; the Vice-President; one Premier Division representative, elected by Member Clubs playing in that division; three National Division representatives, being one representative per National Division elected by the Member Clubs playing in that National Division; six representatives of the Areas, being one representative per Area elected by the Member Clubs located in that Area who are not otherwise eligible to elect a representative under Bye-Law or Bye-Law ; one representative elected by the Women s Forum; one representative elected by the SRRA;

10 one representative elected by the Schools Division; and any International Body representatives appointed in accordance with Bye-Law , who may be appointed by the Council as co-opted Council members for the period of their International Body appointment Co-opted Council members: shall be entitled to attend Council meetings, but shall not be entitled to vote at such meetings; shall be entitled to attend General Meetings, but shall not be entitled to vote at such meetings in their capacity as Council members; and shall not be entitled to be elected as non-executive Directors pursuant to Bye-Law Subject to the application of these Bye-Laws and the Election Rules and except for the President, Vice-President and Council members co-opted pursuant to Bye-Law , each Council member shall be elected for a period of three Years before requiring to stand for re-election A person may only serve as a Council member for a maximum period of six Years, whether continuously or as the aggregate of a series of shorter periods (prior years service included) and thereafter must allow a three-year period to expire before being eligible for re-election. Periods on Council as President, Vice-President or in co-opted capacity shall not count towards the six Year maximum period The President and the Vice-President shall be the chair of the Council and the vice-chair of the Council respectively Unless expressly stated to the contrary, the Election Rules shall apply to all elections held pursuant to Bye-Law Council responsibilities 14.1 The Council shall oversee and review the activities of the Board in respect of those matters which have been delegated to the Board under these Bye-Laws The Council shall: meet at least five times a Year, with the first meeting being immediately following the Annual General Meeting; meet in accordance with such written standing orders as it may adopt from time to time; undertake quarterly reviews of the activities of the Board; encourage the playing, coaching and officiating of the Game in Scotland; where appropriate, advise the Board on matters related to the playing, coaching and officiating of the Game in Scotland; co-operate to ensure that a structure is in place to establish good governance based on sound principles of financial management, as determined by the Board; and

11 promote the interests and success of the Union Three Council members (in addition to the President) shall be elected by the Council to serve as nonexecutive Directors. At its first meeting of the Year, the Council shall hold any elections required to fill any Council elected non-executive Director vacancy or vacancies arising. Subject to these Bye-Laws, the Voting Regulations and the Election Rules, such Council elected non-executive Directors shall be elected for three Years from the date of their election (or such other period as may be determined at the time of such person s election) 14.4 The Voting Regulations shall apply to all elections held pursuant to Bye-Law If a person elected pursuant to Bye-Law 14.3 ceases to be a Council member, his or her appointment as a non-executive Director will be deemed to end at that time Each Council member shall require to consent in writing to the Code of Conduct at the start of each Year. If a Council member refuses to so consent, such person may be removed from the Council by resolution of the Board The Council shall not act in any way or for any purpose that is inconsistent with the Objects. The Board 15. Board composition 15.1 The Board shall comprise: non-executive Directors elected by and from the Council pursuant to Bye-Law 14.3; such executive and other non-executive Directors appointed pursuant to the Articles; a chair elected from among the non-executive Directors; and the President If the Vice-President has not been elected as a non-executive Director pursuant to Bye-Law 14.3 then the Vice-President shall, subject to his or her consent to the Code of Conduct, be entitled to attend Board meetings as an observer but with no voting rights. 16. Board powers and responsibilities 16.1 In addition to any powers and duties arising through the existence and operation of the Company or as a matter of law, the Board shall be delegated to perform the following matters on behalf of the Union: the achievement of the Objects and to do all acts and things as may be incidental or conducive to the attainment of the Objects; the executive, strategic, commercial, financial, business and operational management of the affairs of the Union; the exercise of any power granted to the Union under these Bye-Laws; the exercise of any power granted to the Board under these Bye-Laws;

12 to determine Scottish Rugby Regulations and the regulation, implementation and enforcement of Scottish Rugby Regulations; to implement and enforce World Rugby Regulations; to appoint or remove representatives on International Bodies, with each such appointment subject to the approval of the Council; the determination of the geographical boundaries of each Area; the determination of the format and structure of Leagues and competitions; and the determination of the close time each Year during which the Game may not be played in Scotland Subject to any duties arising by reason of the existence and operation of the Company or as a matter of law, the Board shall not act in any way or for any purpose that is inconsistent with the Objects. General Meetings 17. Annual General Meetings 17.1 An Annual General Meeting shall be held each calendar year The Union s financial report and accounts shall be laid before each Annual General Meeting Annual General Meetings shall be held in Scotland and on a date and time occurring within four calendar months after the Company s financial year-end, all as the Board may determine. 18. Special General Meetings 18.1 A Special General Meeting may be convened at any time: by the Council on requisition to the Secretary of the Union; by the Board on requisition to the Secretary of the Union; or on requisition to the Secretary of the Union signed by at least twenty-four Full Members and/or Associated Bodies To be valid, a Special General Meeting requisition shall clearly state the purpose for which the Special General Meeting is to be called together with any motions to be voted upon A Special General Meeting shall be held within six weeks of the Secretary of the Union s receipt of the relevant requisition (or within twelve weeks of the Secretary of the Union s receipt of the relevant requisition if the purpose of the Special General Meeting is to elect a Vice-President and/or President under Bye-Law 11.8 or Bye-Law 11.10). 19. Notices of General Meetings 19.1 The Secretary of the Union shall send notice, either electronically and/or in writing, of the date, time and business of each General Meeting to: the secretary of each Full Member;

13 the secretary of each Associate Member; the secretary of each Associated Body; each Council member; and each Director The Secretary of the Union shall inform each Past President and Trustee, either electronically and/or in writing, of the date, time and business of each General Meeting The notice referred to in Bye-Law 19.1, together with any proposed motions and amendments thereto, shall be sent by no later than 14 days prior to the proposed date of an Annual General Meeting and within ten days of the Secretary of the Union s receipt of a valid requisition in respect of a Special General Meeting The accidental omission to give notice of a General Meeting to, or the non-receipt of notice of a General Meeting by, any person entitled to receive such notice shall not invalidate the proceedings at that meeting. 20. Motions at General Meetings 20.1 Motions to be voted on at an Annual General Meeting may be proposed as follows: by any Full Member or Associate Body, provided such motion is signed by the secretary or president of the Full Member or Associated Body proposing the motion and that the motion is supported in writing by the secretaries or presidents of ten additional Full Members or Associated Bodies; or by the Board and the Council, either jointly or separately, and in each case, written notice of the motion together with any requisite written support must be received by the Secretary of the Union by no later than 31 May in each Year The Secretary of the Union shall send notice of each motion proposed in accordance with Bye-Law 20.1, either electronically and/or in writing to: the secretary of each Full Member; the secretary of each Associate Member; the secretary of each Associated Body; each Council member; and each Director, by no later than 14 June in each Year Subject to Bye-Law 20.4, motions proposed in accordance with Bye-Law 20.1 may be amended by: the Board; the Council;

14 Full Members; or Associated Bodies Any amendments to motions proposed pursuant to Bye-Law 20.3: must be made in writing to the Secretary of the Union; must be received by no later than 28 June in each Year: in the case of amendments proposed by the Board, must be signed by the chair of the Board and the Company Secretary; in the case of amendments proposed by the Council, must be signed by the President and the Secretary of the Council; and in the case of amendments proposed by Full Members or Associated Bodies, must be signed by the secretary or president of the Full Member or Associated Body proposing the amendment and supported in writing by the secretaries or presidents of ten additional Full Members or Associated Bodies Any motion to impose a direction to finance may only be made in general terms. The Board shall require to take cognisance of any such direction except to the extent that to follow it would be unlawful or would have adverse financial or reputational consequences for the Union or the Company Other than with the approval of the Board and the Council, or by operation of Bye-Law 11.8 or Bye- Law 11.10, matters decided at an Annual General Meeting cannot be re-examined in General Meeting until the following Annual General Meeting. 21. Attendance and voting rights at General Meetings 21.1 The rights of attendance and voting at General Meetings shall be as follows: each Council member shall be entitled to attend and to have one vote; each Full Member shall be entitled to attend through two of its own members, each of whom will have one vote; each Associated Body shall be entitled to attend through two persons approved by or on behalf of that Associated Body, each of whom will have one vote; Associate Members shall be entitled to attend by sending two representatives elected by the Associate Members in their Area (each such representative being a member of an Associate Member in that Area), each of whom shall have one vote; Directors, Past Presidents and Trustees shall be entitled to attend, but shall not be entitled to a vote in that capacity No person shall be entitled to represent more than one Member, or to have more than one vote at a General Meeting. 22. Conduct of General Meetings

15 22.1 The President, whom failing the Vice-President, shall chair General Meetings Save for any election held pursuant to Bye-Law 11.1 (which shall be conducted by poll and in accordance with the Voting Regulations), a vote at a General Meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded in accordance with Bye-Law A poll may be demanded at a General Meeting by: the chair of that General Meeting; or by a simple majority of those present and eligible to vote at that General Meeting In the case of an equality of votes at a General Meeting, the chair of that General Meeting shall have a casting as well as a deliberative vote No proxy votes shall be permissible at any General Meeting. 23. Quorum at General Meetings & adjournment 23.1 No business shall be transacted at any General Meeting unless a quorum is present The quorum required for General Meetings shall be one-third of the total votes eligible to be cast at that General Meeting If a quorum is not present within thirty minutes of a General Meeting s scheduled start time, or if during a General Meeting a quorum ceases to be present, the chair of that General Meeting shall adjourn the General Meeting The chair of a General Meeting may adjourn a General Meeting at which a quorum is present: at his or her discretion; if a simple majority of those present and eligible to vote at that General Meeting consent to such adjournment; if it appears to the chair of that General Meeting that an adjournment is necessary to protect the safety of any person attending; or to ensure that the business of the meeting is conducted in an orderly manner The chair of a General Meeting must adjourn that General Meeting if directed to do so by a simple majority vote in favour at that General Meeting When adjourning a General Meeting, the chair of that General Meeting must: either specify the time and place to which it is to be adjourned or state that it is to continue at a time and place to be determined by the Board; and have regard to any directions as to the time and place of any adjournment which have been given by that General Meeting If the continuation of an adjourned General Meeting is to take place more than fourteen days after the meeting was adjourned, the Secretary of the Union shall give at least seven days notice of the

16 continued meeting to the same persons to whom notice of a General Meeting is required to be given and containing the same information which such notice is required to contain No business may be transacted at an adjourned General Meeting which could not properly have been transacted at the meeting if the adjournment had not taken place. 24. Majority at General Meetings 24.1 Subject to the Voting Regulations and Bye-Law 24.2, the majority required to pass any motion or vote at a General Meeting shall be a simple majority of those present and casting a vote at the relevant General Meeting The majority required to pass any motion or vote at a General Meeting shall be at least two-thirds of those present and casting a vote at the relevant General Meeting where such motion or vote is: to admit a Full Member; to amend, rescind or add to the Bye-Laws; to give a special direction regarding finance; or to reverse any decision of the Board or Council. 25. Amendments to Bye-Laws These Bye-Laws may only be amended, rescinded, or added to by a vote in favour at a General Meeting. 26. Governing Law These Bye-laws will be governed by and construed in accordance with the law of Scotland.

17 THIS IS THE APPENDIX REFERRED TO IN THE FOREGOING BYE-LAWS OF THE SCOTTISH RUGBY UNION 1.1. The following Voting Regulations shall apply to: Part A The Voting Regulations elections of the Vice-President (and, where appropriate, the President) taking place at General Meetings; elections of Council members as non-executive Directors; and elections held at meetings in the Areas, other than elections of Council members held in accordance with Bye-Laws to inclusive In an election where the number of candidates equals the number of vacancies then no vote shall be required and such candidate or candidates shall be declared duly elected In an election where one vacancy requires to be filled and two candidates are nominated, a vote shall be taken as between such candidates with the candidate receiving an absolute majority of those persons present and casting a vote being declared duly elected In an election where one vacancy requires to be filled but more than two candidates are nominated then a vote shall first be taken as between all the candidates, with each voter being entitled to vote for only one candidate. If, after such vote, a candidate receives an absolute majority of those persons present and casting a vote then such candidate shall be declared duly elected. However, if after such vote no candidate receives such an absolute majority then the name of the candidate having the fewest number of votes shall be removed from the list of candidates. This process shall then be repeated in subsequent votes until one remaining candidate obtains an absolute majority of those present and casting a vote, whereupon such candidate shall be declared duly elected In an election where more than one vacancy requires to be filled and the number of candidates exceeds the number of vacancies then a vote shall first be taken as between all the candidates, with each voter being entitled to vote for any candidate up to a maximum of the number of vacancies required to be filled. After such the vote, the name of the candidate with the fewest number of votes from those persons present and casting a vote shall be removed from the list of candidates. This process shall then be repeated in subsequent votes until the number of remaining candidates is reduced to the number of vacancies, whereupon such candidates shall be declared duly elected Where there is a requirement for an absolute majority under these Voting Regulations and two or more candidates have the same number of votes, the decision will be determined by a further vote in respect of those candidates with the same number of votes until this fails to eliminate a candidate, at which point the decision will be determined by the cutting of playing cards with the highest numbered card (excluding face cards and joker card) winning No candidate shall be entitled to vote in any election of the Vice-President or President Candidates shall be entitled to vote in any election of a Council member as non-executive Director. Part B The Election Rules 1.1 The following Election Rules shall apply to the election of Council members in accordance with Bye- Laws to inclusive.

18 1.2 In addition to the terms defined in Bye-Law 1, the following definitions shall apply in these Election Rules: Associated Body Secretary "Election" Forum "Forum Secretary" "Nomination Submission Date" "Qualifying Voter" means the secretary of the SRRA, Schools Division or Women s Forum, as the case may be; means an election held under Bye-Laws to inclusive in accordance with these Election Rules; means a forum of the Premier Division, each National Division or Member clubs in each Area, as the context requires; means the secretary of a Forum; shall be as defined in paragraph of these Election Rules; and means: a) in the case of an election for the Premier Division representative, those Member Clubs playing in the Premier Division in the season of the relevant Election (or if an Election takes place after Premier Division has been completed but before the start of the following season, those Member Clubs playing in the Premier Division in the following season); b) in the case of elections for representatives of the National Divisions, those Member Clubs playing in the relevant National Division in the season of the relevant Election (or if an Election takes place after the relevant National Division has been completed but before the start of the following season, those Member Clubs playing in the relevant National Division in the following season); c) in the case of elections for Area representatives, those Member Clubs in the relevant Area who are not otherwise eligible to elect a representative under Bye-Law or ; d) in the case of elections for representatives of the SRRA, those persons who are members of the SRRA as at the time of the relevant Election and entitled to vote in such an Election in accordance with the then current rules of the SRRA; e) in the case of elections for representatives of the Schools Division, those permanent members of staff of schools who are entitled to vote in such an Election in accordance with the then current rules of the Schools Division; or f) in the case of elections for representatives of the Women s Forum, those Member Clubs eligible to vote at general meetings of the Women s Forum as at the time of the relevant Election. 1.3 The Forum Secretary or Associated Body Secretary (as the case may be) shall call an Election and seek nominations for that Election either:

19 1.3.1 by 1 April in the Year of the expiry of the relevant Council member term (or such other date as may be agreed by the relevant Forum or Associated Body for the proper function of the Election process); or promptly upon a vacancy arising during the relevant Council member term. 1.4 An Election may be held either: in person at a meeting of Qualifying Voters; or by a postal or electronic vote if agreed by the relevant Forum or Associated Body. 1.5 Nominations for an Election must be: signed by two Qualifying Voters or an authorised representative of two Qualifying Voters (a Qualifying Voter may only sign for one nominee per Election); accompanied by a copy of the nominee's curriculum vitae (one sheet and no more than 350 words); and received by the Forum Secretary or Associated Body Secretary (as the case may be) within thirty days of the date that the relevant Election was called in accordance with paragraph 1.3 of these Election Rules (the Nomination Submission Date ). 1.6 Nominees for an Election must be a Qualifying Voter or be a member of a Qualifying Voter in respect of that Election, both at the time of the relevant Nomination Submission Date and the relevant Election (and must have so been for the whole of the season in which the relevant Election takes place and the immediately preceding season). 1.7 If after the Nomination Submission Date only one nomination is received for one vacancy, such nominee shall be declared elected by the Forum Secretary or Associated Body Secretary (as the case may be) without the necessity of an Election. 1.8 If more than one nomination is received for one vacancy, the Forum Secretary or Associated Body Secretary (as the case may be) shall advise the relevant Qualifying Voters as soon as reasonably practicable after the Nomination Submission Date of all such nominations, together with the details of the Election (for example the date, location and time of an election meeting or the deadline for receipt of electronic or postal votes). 1.9 Each Qualifying Voter shall be entitled to submit one vote in an Election by submission of a voting form to the Forum Secretary or Associated Body Secretary (as the case may be) which has been signed by that Qualifying Voter or by an authorised representative of that Qualifying Voter Where an Election is conducted by postal or electronic vote, the Forum Secretary or Associated Body Secretary (as the case may be) shall be entitled to apply a system of single transferable voting if appropriate No natural person shall be entitled to represent more than one Qualifying Voter at an Election meeting or to have more than one vote in an Election Voting in an Election shall be determined by a simple majority of those Qualifying Voters present and casting a vote at the relevant Election meeting or, if an Election is conducted by electronic or by postal vote by a simple majority of those Qualifying Voters casting a vote by the deadline stipulated for

20 receipt of electronic or postal votes in the relevant Election. In the case of Elections conducted by electronic or by postal vote, votes cast after the stipulated deadline shall not be valid Elections shall be completed within one month of the relevant Nomination Submission Date Subject to paragraph 1.15 of these Election Rules, if during a Council member term a Council member ceases to be a Qualifying Voter or a member of a Qualifying Voter (whether temporarily or otherwise), such Council member shall be deemed to have resigned from the Council: with effect from the next Annual General Meeting if such cessation is due to the promotion or relegation of the relevant club; or with immediate effect if such cessation is due to any other reason Council members shall not be deemed to have resigned pursuant to paragraph 1.14 above if a reaffirmation of his or her original election is signed by the secretaries or presidents of two Qualifying Voters and is approved by a further vote of Qualifying Voters held in accordance with paragraphs 1.9 to 1.12 inclusive of these Election Rules A vote to deselect an incumbent Council member elected pursuant to these Election Rules may be called at any time by petition to the Forum Secretary or Associated Body Secretary (as the case may be) on behalf of a simple majority of Qualifying Voters, with such vote then being held in accordance with paragraphs 1.9 to 1.12 inclusive of these Election Rules.

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