CB Rep to RFU Council

 

Published January 2011

SUMMARY OF DUTIES OF MEMBERS OF THE COUNCIL

Under RFU Rule 13, certain specific powers of the RFU are exercisable by the Council (rather than the Board of Directors). This note summarises the duties owed by Council members to the RFU.

The RFU Rules which came into force on 13 September 2010 make clear that the committee with overall responsibility for the administration of the RFU is the Board of Directors. As a result Council members no longer have such onerous duties as they previously did. That said, the Council Members do still owe fiduciary duties to the RFU in respect of the powers entrusted to the Council.

Council members should have independence of judgment and they should therefore be independent and free of any business or financial connection with the RFU apart from their membership of a Constituent Body or a club. 

Council Members’ Duties

The fiduciary duties imposed by common law have been developed by the courts to ensure that persons who hold assets or exercise functions in a representative capacity for the benefit of other people act in good faith and conscientiously protect the interests of those they represent. 

Briefly, fiduciary duties of a member of the Council are:

  1. Loyalty and Obedience
    1. A member of the Council must act in good faith in what he or she considers to be the interests of the RFU.
    2. A member of the Council must in addition act in accordance with the rules of the RFU and must exercise his or her powers only for the purpose for which they were given. RFU Rule 13.2 makes clear that the Council shall not exercise its powers in any way or for any purpose inconsistent with the objects of the RFU.
    3.  A member of the Council who acts in breach of his duty of loyalty or of his or her duty of obedience may be personally liable to compensate the RFU for any loss which has resulted from the breach.
  2. Not to Allow his/her Personal Interests to Conflict with Those of the RFU and Not to Make a Personal Profit
    1. This prohibition arises from the same principles which apply to directors of companies
      1. A Council member  must not use the  RFU’s property, information or opportunities for his or her own or anyone else’s benefit unless the use has been disclosed to the Board and the Board has consented to it; and
      2. if there is a conflict between any interest or duty of a Council member and an interest of the RFU in a transaction, the Council member must account to the RFU for any benefit he or she receives from the transaction unless the interest or duty has been disclosed to and approved by the Board.
    2. An example of profit to which the prohibition would apply is a commission received on the RFU placing an order with a Council member’s business.
    3. A member of the Council who does make a personal profit could find himself/herself liable to account to the RFU for the moneys involved.  Alternatively, an injunction may be available to prohibit a particular course of action.
  3. To Exercise Skill and Care in Performance of his Duties
    1. A member of the Council is required to perform to the level of a reasonable person having both:
      1. the knowledge and experience that may reasonably be expected of a person carrying out his particular function on the Council (an objective test); and
      2. the knowledge and experience which the member actually has (a subjective test).
    2. A member of the Council need not give his or her continuous attention to the RFU; a part-time or non-executive membership is acceptable. But he or she must still inform himself/herself about the RFU’s affairs and join with his fellow members in carrying out the functions entrusted to the Council. The extent of his duties in this respect will depend on the facts of the particular case, including the role which has been assigned to him/her in the management of the RFU’s affairs.

(d)   Decision-Making Duties

(1)   As mentioned above, members of the Council have a fiduciary duty to act in what they consider to be the best interests of the RFU.  While a Council member may owe separate duties to the Clubs and/or Constituent Body he or she is representing, when discharging his duties as an RFU Council member, he or she is required to have regard only to the interests of the RFU as a whole and not those of the Clubs and/or Constituent Body he or she represents.

(2)   Where a Council member is an RFU appointee to another body or company he or she should act in good faith in what he believes to be in the interests of the body or company concerned and not for a collateral purpose e.g. the interests of the RFU who appointed him/her.

Enforcement

As the duties are owed to the RFU, the RFU could bring any action for a breach of duty. It may seek:

  1. an injunction to stop a proposed breach;
  2. damages for losses caused;
  3. recovery of misappropriated property;
  4. an order to hand over profits;
  5. an order rescinding a contract.

19. Constituent Body Representatives

19.1 Subject to Rule 19.9 Representatives to the Council shall be elected annually by each Constituent Body and the Clubs allocated to it, each of which shall be entitled to one vote. In the case of a Constituent Body entitled to two Representatives on the Council the Constituent Body concerned and its Clubs shall be entitled to vote for two persons. Election shall be by a simple majority of the votes recorded.

19.2 A Representative elected to the Council shall assume office after the next Annual General Meeting of the Union, and shall be eligible for re-election from year to year.

19.3 The election of Representatives to the Council shall be made before 1st April each year. All candidates for election or re-election must be proposed by one and seconded by another Club comprising the relevant Constituent Body including itself. Every nomination must be in writing and must be received by the secretary of the Constituent Body concerned by not later than 1st March.

19.4 Where more candidates are nominated than the number of Representatives to the Council to which a Constituent Body and the Clubs allocated to it are entitled the names of all candidates for election shall be sent by it to its allocated Clubs not later than 15th March, and such election shall be made either at a meeting of representatives from the Clubs concerned or by a postal ballot as the committee of the Constituent Body may decide.

19.5 Where the election is made at a meeting not less than seven days notice shall be given to each Club concerned of the date, time and place of such meeting. The representatives of the Clubs attending such a meeting shall choose their own chairman who shall not have a second or casting vote. Subject to the provisions of Rule 19, the procedure for and at such a meeting shall be determined by the committee of the Constituent Body concerned as it shall consider appropriate.

19.6 Where the election is made by postal ballot the election shall be supervised by the chairman of the Constituent Body concerned assisted by two scrutineers appointed by its committee. In this case a ballot paper shall be sent with the notification of candidates’ names made in accordance with Rule 19.4. The vote of the Club having been recorded on the ballot paper it shall be signed by an officer of the Club on its behalf and sent to the secretary of the Constituent Body to arrive not later than the first post on 28th March. The ballot papers received shall then be examined by the chairman and scrutineers who shall personally certify the votes cast for each of the candidates.

19.7 The Chief Executive shall be informed of the results of all such elections by 1st April or such later date as specified in Rule 19.8.

19.8 If any election shall result in a tie, the Representative shall be appointed by the General Committee of the Constituent Body, from the candidates who shall have received the equal number of votes, at a meeting to be held within 14 days of the date of the declaration of the tie. If this meeting of the General Committee fails to resolve the deadlock, the Representative shall be appointed at a meeting of the Executive or Management Committee of the Constituent Body to be held within 14 days of the date of the meeting of the General Committee.

19.9 The Representatives to the Council for the SRFU, the ERFSU, the England Colleges Rugby Football Union and the Rugby Players Association shall be elected by their respective committees.

19.10 The qualifications which govern the Union's selection of players for England teams shall apply to all persons nominated for Constituent Body representation on the Council.

19.11 If the Council receives a complaint, or otherwise becomes aware, that any elected Representative may be ineligible to become, or to continue as, a Member of the Council, the President shall have the power to establish a committee of three Council Members to investigate that complaint. That committee shall be empowered to receive written or oral evidence and to decide whether or not the elected Representative fulfils the qualification criteria in Rule 19.10. The committee shall then report its findings to the Council which shall have the power to exclude an ineligible elected Representative from serving as a Council Member.

19.12 In the event of any vacancy arising between one Annual General Meeting and the next, the Constituent Body concerned shall forthwith elect another Representative to the Council within thirty days or such longer time as the Council may prescribe, or in default the vacancy shall be filled in such manner as the Council shall determine.

Berkshire RFU

Senior


RSS Facebook Twitter Linkedin RFU