FINAL VERSION 1 AUGUST Rugby League International Federation. Manual

Transcription

1 FINAL VERSION 1 AUGUST 2017 Rugby League International Federation Manual

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3 Index Section Title 1. Introduction from the RLIF Chief Executive 2. Guiding Principles and Strategy RLIF Member Country Obligations 3. Governance RLIF Constitution RLEF Constitution and Operating Rules APRLC Constitution and Operating Rules 4. Operational Rules 5. Disciplinary Process and Dispute Resolution Anti-Doping Anti-Corruption Participation in unauthorised matches 6. Sanctioning of Matches Levies Player Priority 7. Player Welfare and Conduct Matters Code of Conduct for Players and Support Personnel Anti-racism and ethics codes Media regulations Safeguarding, Diversity and Equality regulations Appointment of match officials Medical regulations RLIF Golden Boot 8. RLIF Competitions 9. Accession Arrangements 10. Relevant Information RLIF Board and key contacts RLIF Working Group Terms of Reference RLIF Members and Contacts

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5 Section 1 Introduction from the RLIF Chief Executive DAVID COLLIER OBE The RLIF Manual provides a central source for the Rules and Regulations of International Rugby League for Members, players, administrators, media and Rugby League s partners. Our website provides regular updates, news and information concerning the sport of Rugby League and we hope that together with this Manual, our website provides a trusted source of information to support everyone involved in Rugby League. With over 60 Members our sport continues to grow throughout the world. The Strategic Plan Global Conversion provides a glimpse into our future plans and vision for the sport. I hope you find this Manual an invaluable reference book and source of information as we all look forward to continually strengthening our great sport. 1-1

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7 Section 2 Guiding Principles and Strategy 2.1 Guiding Principles The role of the RLIF includes: ensuring the protection of the sport worldwide; ensuring the growth of the sport worldwide; organising world class international competitions available for all Members and players, with the best possible media exposure and access for spectators and sponsors; ensuring that players are protected and supported, and that the integrity of the competitions and the game worldwide is preserved. This will encompass access matters such as openness to all people regardless of age, gender, orientation, class, creed or physical attributes, ensuring a level playing field on matters such as performance enhancing drugs and ethics and giving clear guidelines as to eligibility. As a rule of thumb, we wish to ensure so far as possible that the best players available to represent Members are given the best opportunities to do so; and ensuring that there is a single set of rules relating to the playing of the game, its disciplinary procedure, and transparency in the organisation of the sport. These form the core Principles which the RLIF will take into account in running the international game. 2-1

8 2.2 Introduction In this Manual, we set out: an overview of the Principles which govern the RLIF; the Strategy for the growth of the international game; its governance structure; certain principles which apply to the running of the international game; and certain key elements of information which underpin the international game. This Manual incorporates to the extent appropriate and sits alongside the RLIF Tournament Manual and Participation Agreements for RLIF Global Events (the RLIF Documents). Save where indicated otherwise, this Manual may be amended from time to time with the approval of Congress and/or the RLIF Board, or pursuant to powers delegated by the Board. While its primary focus has traditionally been the organisation of the international men s and women s 13 a side version of the international game, the RLIF has jurisdiction over the wheelchair, tag, 9 a side and rugby league Touch versions of the game, and references to the sport, game and Tournaments shall apply equally to those versions. This Manual shall bind all Members as at the date of its adoption. By acceding to the Manual, each future Member agrees to adhere to its provisions. If, and to the extent that there is a conflict or inconsistency between the Manual and any RLIF Document, the Manual shall prevail. The Manual shall be governed by and interpreted in accordance with English law. Certain sections of the Manual in particular sections 3.1, 3.2 and 3.3 which set out the Constitutions of the RLIF, RLEF and APRLC set out the terms of arrangements which are separate from the Manual, with their own change processes. These sources are included in the Manual to give Members the fullest picture of the governance of the international game. Any references in the Manual to any gender shall be interpreted as referring to all genders as the context requires. 2-2

9 2.3 Changes to the Manual Changes may be made to the Manual from time to time by a resolution of the RLIF Board and shall usually take effect from the first day of the month following the date of the relevant resolution or, from time to time, as deemed to take effect by the RLIF Board. Such changes shall be communicated to the Members via the RLIF website, and where appropriate, by direct notification to Members. The RLIF Board may delegate responsibility to make changes to the RLIF Chief Executive and/or the Secretary. The RLIF Board shall notify Members in advance of any material changes to the Manual and may take into account any observations or comments by any Member on such changes. While all efforts have been made to ensure transparency and internal consistency within the Manual, there may be minor errata and typographical errors. The RLIF would welcome any comments on points of this nature, so that future versions may improve upon the previous one. Any Member may raise a concern on matters contained within the Manual with the Secretary who shall bring such concern to the attention of the next RLIF Board meeting. Any Member may from time to time request a change to the Manual by serving notice on the Board of the proposed change, including any amended or additional wording, and the reasons for the proposed change. The Board shall consider such proposed change at the next Board meeting. 2-3

10 2.4 Becoming a Member and Classes of Membership Becoming a Member To become a new Member of the RLIF, a governing rugby league body in its residing country is required to Accede to the Manual and provide an appropriate endorsement. The RLIF has the power to endorse any Full or Associate Members by resolution at Congress and any Affiliate Member or Observer by resolution at the RLIF Board, as being Members for these purposes. Such Members will be bound by the provisions of this Manual with effect from the date of their election. At a level below the RLIF, it is expected that Members of the Rugby League Europe Federation and the Asia Pacific Rugby League Confederation will be Members of the RLIF, by virtue either of the decision to elect them by RLIF or their Acceding to the Manual Members and Classes Tier 1 Full Members these currently comprise the sanctioned governing bodies of Australia, New Zealand and England. The RLIF may from time to time issue guidance and criteria as to what is required to qualify for Tier 1 status, which may include player numbers, participation in and organisation of club competitions, access and resources; Tier 2 Full Members these currently comprise the sanctioned governing bodies of Cook Islands, Fiji, France, Ireland, Jamaica, Lebanon, Papua New Guinea, Russia, Samoa, Scotland, Serbia, South Africa, Tonga, Ukraine and Wales. The RLIF may from time to time issue guidance and criteria as to what is required to qualify for Tier 2 status, which may include player numbers, participation in and organisation of club competitions, access and resources; Associate Members (or Confederations) the Rugby League European Federation and the Asia Pacific Rugby League Confederation, and any other Continental Representative body which the RLIF Board may elect from time to time; Affiliate or Observer Members - these currently comprise the sanctioned national governing bodies of all of the Members other than Tier 1 Full and Tier 2 Full Members; and Life Members who may be elected from time to time at the RLIF Congress Relationship between the RLIF and Confederations RLEF and APRLC are umbrella organisations for Members within their geographic areas ( Confederations ). The goals of each Confederation are aligned with the RLIF, as each looks to advance the cause of international rugby league. The RLEF and APRLC s constitutions ensure that there are clear reporting lines as between them and the RLIF. This Manual, decisions taken by the RLIF and the RLIF Rules and Regulations shall take precedence over any rules or regulations issued by any Confederation. 2-4

11 The RLIF may endorse any other Confederation from time to time, for specified geographic areas, which it anticipates will similarly have constitutions ensuring clear reporting lines as between them and the RLIF. Confederations are recognised as RLIF Associate Members and have the right to nominate RLIF Directors as per the RLIF Constitution. 2.5 Member Country Obligations Core obligations: the core obligations of the Members of RLIF shall be: to promote and protect the aims of the RLIF and its Members; to protect the welfare and treatment of players and officials and all participants within the appropriate boundaries of applicable Laws and Regulations; to communicate the priorities and expectations of all involved in the sport of Rugby League; to ensure the integrity and fairness of Sanctioned matches and Tournaments; to ensure consistency and a process for adopting the RLIF Rules and Regulations; and to protect the image of the sport and its future development. All Members shall be bound by the RLIF Manual, RLIF Documents, RLIF Rules and Regulations, the International Laws of the Game and accept the jurisdiction of the RLIF Board and Executive and any Misconduct Panel, Disciplinary Committee, Appeals Committee or other Committee duly appointed by the RLIF Board. Members will recognise the RLIF as the sole World Governing Body for Rugby League and shall ensure that they and their member clubs do not associate with any entity not recognised by RLIF purporting to represent the interests of international Rugby League. Only bodies which are elected within or are representative of the Member may represent the sport. In particular, each nation, by becoming and remaining a Member of the RLIF, agrees to observe the RLIF s: anti-doping rules; anti-corruption rules; Safeguarding Policy; Diversity and Equality Policy; and 2-5

12 all other rules, regulations and policies adopted by the RLIF through the RLIF Board. The RLIF may in exceptional circumstances be required to remove its sanction from Members, where it has concerns that the relevant governing body is not fit for purpose, or else is not the body best placed within a country to advance the cause of international rugby league, taking into account in particular the Principles. In taking any decision of this nature, the RLIF will give the Member in question due notice, and take due account of any representations made by it Members Club and personnel requirements: All Members shall ensure that each of their clubs, representative teams, employees, officials, volunteers, Players, coaches and partners observe the rules, regulations and policies established by the RLIF and shall make it a condition of employment, engagement or of participation in any rugby league competition that each such Member, club, representative team, employee, official, volunteer, player, coach and partner shall be bound by such RLIF rules, regulations and policies. Members are required to enforce through domestic competition regulations (or similar) and the provisions of this Manual concerning match priority, particularly in respect of the International Calendar. Members shall maintain a list of all clubs affiliated within their nation and maintain comprehensive records as is reasonable taking into account the number of playing participants from time to time. To ensure coordination of the development of the sport internationally, a Member shall give the RLIF reasonable notice when it becomes aware that any club side is organising any game with clubs from other Members outside of competitions organised either by the RLIF, Members or an Confederation, and shall ensure that the club sides take into account any reasonable requests or stipulations made by RLIF RLIF Membership Criteria The Constitution of the RLIF defines four categories of Membership: Full, Associate, Life and Affiliate. In addition to these categories the RLIF also ranks Observers, as an entry level category. A Member of the RLIF is the organisation recognised by the RLIF as the body responsible for the regulation and / or control of the sport of Rugby League in that country. There may only be one National Governing Body (NGB) in each Member Nation and the NGB shall comply with all Rules and Regulations of the RLIF who shall be the sole International Federation governing Rugby League in that nation. 2-6

13 A recognised country will need to demonstrate the following criteria: the country is a territory distinguished by its people, culture and geography; the country will be able to demonstrate that it has its own flag and government and that it has complete autonomy over sport within its defined area; it is recognised by the United Nations (UN) or is recognized as a country within a country which is a member of the UN. In considering new Members, the Board of the RLIF will need to be satisfied that the applicant will be of benefit to the RLIF and its Membership. Observer The Board of the RLIF may at its discretion admit a country to Observer status based upon a completed application which will provide for the following matters: (c) (d) (e) (f) (g) it possesses a current Constitution of the National Rugby League Federation correctly signed and approved by RLIF which demonstrates detailed evidence of governance, membership, elections, meetings, a register of conflicts of interest and arrangements for dissolution; it operates with a Bank Account in the name of the National Rugby League Federation with at least two dual-signatories on the account drawn from the currently elected Board of the applicant; provides a list of the interested parties together with contact details, position within the organisation and a brief biography of the Board Members; it is a not for profit legal entity established in the country of the applicant organization; it provides founding minutes that clearly define founding members, in line with the constitution, and governing Board elections; it has Development Plan for the following twelve month period; and it recognises the RLIF as the International Federation governing the sport of Rugby League and compliance with the Constitution, Rules and Regulations of the International Federation. Affiliate Member An organisation applying for Affiliate Membership must meet all Observer criteria. In addition it shall: complete and submit to the RLIF annual accounts for at least 12 months prior to application and annually thereafter; conduct regular 13-a-side Rugby League Competitions with: (i) minimum 4 senior teams and 4 Reserve, U21 or Student teams; 2-7

14 (ii) registration system with at least 250 participants; (c) (d) (e) (f) provide evidence that a Youth or Junior Development Programme is in place; have a registered office and administration; have an approved international programme at any eligible level; and operate coach and match official education via an RLIF approved scheme, and led by nominated and qualified technical managers. Membership is subject to annual review. Members may be put on six months notice of suspension or reduction in status if the RLIF feels that the criteria are not being maintained. Notice will be in writing and will clearly state the areas for improvement. Associate Member To be awarded to a Confederation of Member Nations as recognised and approved by the RLIF Board. Full Member An organisation applying for Full Membership must meet all Affiliate Member criteria. In addition it shall: (c) (d) complete and submit to the RLIF annual accounts for at least 12 months prior to application and annually thereafter; publish and lodge with the RLIF annual reports for at least two years prior to application; be able to demonstrate the financial stability of the organisation. Operate with a Bank Account in the name of the Federation with at least two signatories on the account. The two signatories must be drawn from currently elected Board members and/or the CEO (eg Chair, Treasurer, Vice Chair); conduct regular rugby league competitions within the country competition is defined as a 13-a-side league competition played under International Laws of Rugby League over a minimum of a 10-week period; (i) (ii) (iii) minimum 8 open age teams each playing a minimum of 6 regular season matches, not including play-offs; minimum 4 open age reserve division, student or U21 teams each playing a minimum of 3 regular season matches, not including playoffs; minimum six-team junior club (or school) competition with each team playing a minimum of four regular season matches, not including playoffs. The age range of the competition may be anything from U14 to U18, with the six named teams all being of the same age category; and 2-8

15 (iv) have at least 500 registered participants (players, coaches and match officials); (e) (f) (g) run an approved international programme at more than one level which must include full international and may in addition include A international, student, junior (Under 18 or younger) and wheelchair. All at Male or Female; have an approved Development Plan, correctly resourced with annual reports lodged with the RLIF; and have a designated, active media manager and be able to show a functioning media operation. Members may be able to source revenue from the above activity by way of fees. This can be extended to include registration fees, sponsorship, government grants, gate and canteen receipts and RLIF grants where applicable. Life Membership To be nominated for Life Membership of the RLIF nominees must: (c) (d) have held senior positions within their Member Nation s Governing Body for a period of not less than ten years; be nominated in writing by another Member Nation; be seconded in writing by another Member Nation; and be voted in as a Life Member at the AGM by a minimum of 75% of votes in a secret ballot. Documents incorporating the nominator and seconder must be forwarded to the RLIF Secretary a minimum of 28 days prior to the RLIF AGM in any year to enable distribution and comment by the RLIF Board and Member Nations. Benefits of becoming a Life Member include: (c) (d) 2 complimentary tickets to all Test Matches in the Host Nation s corporate official area. Attendance to be requested a minimum of 7 days in advance of the match. Travel and accommodation at own expense. Plaque depicting RLIF Life Membership noting date and reasons why it was bestowed. A complimentary ticket to attend the Host Nation s official welcome dinner at RLIF AGM or SGM meetings. Attendance to be requested a minimum of 7 days in advance of the meeting. Travel and accommodation at own expense. An invitation to have tabled any document at any RLIF Board meeting on relevant issues of the game. Such document to be forwarded to the RLIF Secretary and with receipt a minimum of 30 days prior to the RLIF Board meeting at which the document will be tabled. 2-9

16 2.5.4 RLIF Sanctioned matches Membership brings with it the entitlement to organise Sanctioned international matches in accordance with Section 6 of this Manual, either within the RLIF organised Tournaments, or separately organised, which may count towards International Ranking points, at the RLIF s discretion. It will also enable the Member to seek help, grants and central resources from the RLIF. On these matters, the RLIF will in turn act in the best interests of its Members and the international game as a whole. Members shall be responsible for ensuring the education of their Players, coaches, Officials and clubs relating to all RLIF Rules and Regulations but in particular antidoping, anti-corruption, safeguarding and media requirements. Members or Players participating in matches not Sanctioned by RLIF in accordance with these Rules and Regulations shall be subject to possible suspension or in serious cases other sanction including expulsion by the RLIF. Members must inform the RLIF of any matches which they have not Sanctioned and which may give rise to possible disciplinary action Records and Compliance Members shall provide to the RLIF accounts, appropriate financial records and such other information as may be reasonably requested from time to time by the RLIF. Through their membership of the RLIF, Members shall recognise that the RLIF has the right and power to enter into all forms of sponsorship, advertising, broadcasting and other commercial contracts relating directly to any RLIF Tournament or to the RLIF as an entity, and shall do all that is required including assigning rights to ensure that the RLIF s interests are duly protected. Members recognise that the RLIF will from time to time audit the performance of governing bodies with a view to establishing the appropriate Tier and/or level of grants within which they should be classified, and will make available to the RLIF from time to time such information and assistance as it may reasonably require to do so General Duties of Members Members, Players, Officials, volunteers, coaches, clubs and representative teams must at all times respect other Members, Players, Officials and the RLIF and shall not make public criticism or adverse comment or make statements which could prejudice the best interests of the sport. Members have a duty to develop the sport within their nation without prejudice and shall seek to cover all age groups and participants of all genders and abilities. Members shall maintain strong links with their government and public bodies such as the national body of sport or National Olympic Committee. Only the Member may 2-10

17 affiliate to such national bodies as the representative body for Rugby League in the nation. All Directors of the Member must be fit and proper persons and no Director who is suspended or barred from office by the Member or by the RLIF may represent the Member or hold any office. Members are required to hold the relevant Public Liability and Personal Accident cover in place for nations, players, volunteers, officials and coaches. 2.6 Intellectual Property, Broadcasting and Sponsorship The Laws of Rugby League are the copyright of RLIF and cannot be reproduced, published or utilised without the permission of RLIF. Members of the RLIF have been granted the right to publish the Laws of Rugby League on their website provided that there is a clear statement of RLIF copyright on the website. Marks including RLIF, Nines, RLWC17 and RLWC21 are registered marks and permission to use such marks should be sought via RLIF. Broadcasting rights to Global Events including qualification events are held by RLIF. Continental Championships are rights held by Associate Members and the rights to domestic leagues are held by Members. Permission must be sought from the rights holders prior to seeking to broadcast or enter into discussions re broadcast of these properties. The RLIF retains rights to Global Sponsorship Properties which are currently limited to 6 Global Sponsors. 2.7 Strategy In November 2015 RLIF adopted the strategic plan Global Conversion for the period A full copy of the strategic plan can be found at:

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19 Section 3 Governance 3.1 RLIF Governance The RLIF s Constitution sets out detailed rules surrounding the processes by which the RLIF is governed, which constitute good governance. In this section we set out key elements of those arrangements: The RLIF has a main Board made up of 10 members, with 2 nominees from the 3 Tier 1 Full Members, and 2 each from the Associate Members of the RLEF and APRLC. Board meetings require 1 nominee from each of the 3 Tier 1 Members to be present to be quorate. The Board has a Secretary responsible for compliance and due process matters. Decisions taken by the Board are by simple majority, with the Chairman having a casting vote. The RLIF Board appoints the Chief Executive, who is not a Director, but who reports to the Chairman of the Board, and is responsible for day to day management of the RLIF, as regards all key decisions and strategy. It will be a key part of the Chief Executive s duties to further the interests of the international game among international sporting bodies and members as well as with commercial partners. The Chief Executive is able to exercise all powers delegated to him by the Board from time to time. The Board will establish from time to time Working Groups for matters of importance for the RLIF and international rugby league, including Finance and Business, International Competitions, Rules, Broadcasting, Audit and Governance. The Board shall approve Terms of Reference for each of these Working Groups which will be maintained by the Secretary. The RLIF Board and the RLIF Chief Executive may from time delegate matters and/or the organisation of Tournaments to the Associate Members. Should an individual or Member be in breach of a Rule or Regulation, act in contravention of the Principles or in a manner injurious to decisions made by Working Groups then a Director, member or the RLIF Chief Executive may refer the matter to the RLIF Board to determine any action or sanction. The RLIF Board shall respect the ownership and operation of domestic leagues operated by the Members. Both the Members and the RLIF will seek to maintain an open dialogue via the Member to facilitate relationships with and consistency between domestic leagues. 3-1

20 In Section 3, Appendix 1, we set out the current Articles of Association for RLIF Limited, being the legal entity which governs the RLIF s day to day management and constitution. These Articles are included so that Members may have a full picture of the RLIF s, RLEF s and APRLC s corporate governance. They may only be amended by a resolution of members, and thus differ in that respect from other sections of the Manual. In Section 3, Appendix 2, we set out the current Articles of Association of Rugby League European Federation Limited, including its Operational Rules. In Section 3, Appendix 3, we set out the current Constitution of the Asia Pacific Rugby League Confederation Limited. 3-2

21 Section 3.1 RLIF Constitution PRIVATE COMPANY LIMITED BY GUARANTEE ARTICLES OF ASSOCIATION of RLIF LTD 3-3

22 Table of Contents 1. Definitions 6 2. Objects 8 3. Powers 9 4. Composition of the Board Proceedings of the Board Director s Interest Classes of Membership General Membership Qualifications Liability Winding Up Qualifications Members Qualifications Life Members Qualifications Affiliates Qualifications Associate Members Application to be a Member, Associate Member or Affiliate Nomination for Life Members Information Ceasing to be a Member, Associate Member or Affiliate Resignation Register of RLIF Members Fees Resolution of Internal Disputes Disciplining of RLIF Members Right of Appeal Officers Roles and Powers of Officers General Meetings Convening of General Meetings Notice of General Meeting Quorum at General Meetings Representation at General Meetings Voting at General Meetings Appointment of Proxies

23 34. Business to be Conducted at General Meeting Minutes of Meetings Finances Insurance Alterations of Objects and the Articles Accounts and Audit Delegation and Sub-Committees The Audit and Risk Sub-Committee The Rules of the Game Sub-Committee International Competitions Sub-Committee Business Development Sub-Committee Grant Aid Sub-Committee Records of decisions to be kept Inspection of Books and Records Service of Notices

24 1. Definitions 1.1 In these Articles, unless the context requires otherwise: 2006 Act means the Companies Act 2006 as modified by statute or re-enacted from time to time. Affiliate shall mean an organisation admitted as an affiliate of the Company under Article 15. Articles means the Company s articles of association. Asia-Pacific Confederation means the Confederation representing the Asia-Pacific Continental Location which is admitted by the Company as an Associate Member after the date that these Articles are adopted. Associate Member means a Confederation admitted as an associate member of the Company under Article 15. Auditor means the Company s auditor. Board means the board of Directors of the Company. Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. CAS means the Court of Arbitration for Sport, with headquarters in Lausanne Switzerland. Chairman means the person duly appointed to occupy the position of the chairman of the Board. Company means RLIF Ltd a private company limited by guarantee incorporated and registered in England and Wales with company number whose registered office is at 20 Fitzroy Square, London, WIT 6EJ. Confederation means any of the Asia-Pacific Confederation, European Confederation and any other continental or regional rugby league confederation which qualifies under Articles 13 and 14 and is granted status as an Associate Member after the date of adoption of these Articles. Continental Location means any one of Asia-Pacific, Africa, North America, South America and Europe. Deputy Chairman means the person duly appointed to occupy the position of the deputy chairman of the Board. Director means a director of the Company. European Confederation means the Confederation representing the European Continental Location which is admitted by the Company as an Associate Member after the date that these Articles are adopted. 3-6

25 Financial Year means each period of 12 months commencing on 25 October and ending on 24 October in the following year. General Meeting means any meeting of the Members of the Company including (except where expressly stated) the annual general meeting or a separate class of meeting of the Members. Game shall mean the game of rugby league football played under the Rules of the Game. Hemisphere shall mean either the northern or southern half of the globe when divided by the equator. International Match shall mean a game of rugby league football between two National Teams or any other rugby league match recognised as an International Match by the Company. International Tour shall mean a tour undertaken by a National Team of the country or area of a Member, Associate Member or Affiliate in the course of which an International Match or matches are to be played. International Tournament shall mean a competition or tournament involving the participation of more than two National Teams. Life Member means a natural person admitted as a Life Member of the Company under Article 16 and includes the persons listed in the Register. Member shall mean an organisation admitted as a Member of the Company under Article 15. National Federation means the national entity responsible for the regulation and control of the Game in a country. National Team shall mean a team representing the country or continental area of a Member or Affiliate or a team recognised as a National Team by the Company under the provisions of these Articles. Officers shall mean the persons elected to occupy the positions listed at Article Office Holder means an elected officer, director or the senior executive officer of a Member. Registered Office means the registered office of the Company. Register means the register of members of the Company. RLIF Member is a collective reference to Members, Associate Members, Affiliates and Life Members. Rules and Regulations means any rules and regulations made by the Company pursuant to these Articles. 3-7

26 Rules of the Game shall mean the International Rules of the Game of Rugby League Football. Secretary means the person appointed to occupy the position of secretary of the Company and who shall also be the company secretary of the Company for the purposes of the 2006 Act. Sub-Committee means a sub-committee of the Board which is formed in accordance with Article 40. Subsidiary has the meaning given in section 1159 of the 2006 Act. 1.2 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the 2006 Act as in force on the date when these Articles become binding on the Company. 1.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations and unincorporated associations. Headings are for ease of reference only and do not affect the construction of these Articles. 1.4 For the purposes of Section 20 of the 2006 Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.1.3. The Company is established for the purposes set out in these Articles at Article Name and Objects 2.1 The Company will also be known as the Rugby League International Federation. 2.2 The objects of the Company are: (c) To act as the international federation responsible for governing the Game throughout the world. To foster, develop, extend, govern and administer the Game throughout the world. To bring together the RLIF Members and others for the purpose of achieving the objectives set out in Article Further: All the income and property of the Company shall be applied solely towards the promotion of the objects of the Company set forth in these Articles, and the Company has no power to (and the Company must not) pay or transfer any portion thereof, directly or indirectly, to the RLIF Members except for grants of income for the purpose of carrying out the objects set out in Article 2.1. If on winding up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the 3-8

27 Company has no power to (and the Company must not) pay to or distribute among the RLIF Members that property, but the Company shall have the power to give or transfer that property to some other person (excluding a natural person): (i) (ii) having objects similar to the objects of the Company; which is required to apply its profits in promoting its objects; (iii) which is not carried on for the profit or gain of its individual members; and (iv) which is exempt from income tax. Such recipient shall be determined by resolution of the Members, at or before the winding up, and if no resolution is passed by the Members as directed by the court. 2.4 When interpreting the objects in Article 2.1, each object may be construed jointly or separately and independently of any other, as the case requires. 2.5 Nothing in Article 2.2 shall prevent the payment in good faith by the Company: (c) (d) (e) to any Director, committee or Sub-Committee member of reasonable and proper out-of-pocket expenses in accordance with Article 4.4(g); of interest on money lent by a RLIF Member or its Directors at a commercial rate of interest; of reasonable and proper rent for premises demised or let by a RLIF Member or by any Director; of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the directors (or any of them) in relation to the Company; or other payments as are permitted by these Articles. 3. Powers 3.1 Subject to these Articles, any Rules and Regulations made pursuant to them and the 2006 Act, the Board is responsible for the management of the Company's business, for which purpose it may exercise all the powers of the Company.No resolution passed by the Company in General Meeting shall invalidate any prior act of the Board which would have been valid if such resolution had not been passed.without limiting the generality of Article 3.1 the Board: is to control and manage the affairs of the Company; has power to perform all such acts and do all such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the Company; and 3-9

28 (c) has the power to appoint such employees as it sees fit to implement the policies and directions of the Board. 3.2 For the purpose of fulfilling its objects the Company shall have the following powers: (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) to make, amend and enforce such Rules and Regulations as the Company shall deem necessary to carry out the objects of the Company; to make and carry into effect such schemes and policies as the Company shall from time to time deem fit; to determine, amend, uphold and enforce the Rules of the Game; to provide interpretations and guidance on the Rules of the Game; to promote, recognise and assist in the planning and organisation of such competitions and tournaments as the Company shall deem appropriate; to approve, promote, recognise and assist in the planning and organisation of International Matches, International Tours and International Tournaments; to regulate and control the transfer of players between the leagues organised by RLIF Members; to raise money by levies on RLIF Members; subject to these Articles, to distribute monies among RLIF Members; to employ such staff as it considers necessary on such conditions as it may determine; to acquire such assets as it shall consider necessary; and generally to do all such lawful things as are consistent with the furtherance and fulfilment of the objects of the Company set out in Article Composition of the Board 4.1 The Company shall have a minimum of three (3) and a maximum of ten (10) Directors comprising: (c) the Chairman; the Deputy Chairman; and eight (8) other Directors. 4.2 Each Director shall be appointed in accordance with Article

29 4.3 The Deputy Chairman shall be elected by the Board from among those Directors representing Members from the alternative Hemisphere to the Hemisphere of the Member represented by the Chairman. 4.4 Subject to the 2006 Act, each Director may by writing under hand, by , or by facsimile to the Company appoint any person to act as an alternate Director in the Director s place during any period the Director thinks fit. Any alternate Director: (c) (d) (e) (f) (g) (h) (i) may be removed or suspended from office by written notice to the Company (and to the alternate) from the Director who appointed the alternate Director; is entitled to receive notice of meetings of the Board, to attend meetings (if the Director who appointed the alternate Director is not present) and to be counted towards a quorum at meetings; is entitled to vote at meetings he or she attends on all resolutions on which the appointor could vote had he or she attended and, where the alternate is a Director in the alternate's own right, will have a separate vote on behalf of the Director the alternate is representing in addition to the alternate's own vote; may exercise any powers that the appointor may exercise in the alternate's own right where the appointor is unavailable for any reason except the power to appoint an alternate Director. The action of an alternate Director will be conclusive evidence as against third parties of the unavailability of the appointor; will automatically vacate office if the Director who appointed the alternate is removed or otherwise ceases to hold office for any reason; while acting as a Director is responsible to the Company for the alternate's own acts and defaults and will not be deemed to be the agent of the appointor; will not be entitled to receive any remuneration from the Company but will be entitled to reimbursement for reasonable travelling and other expenses incurred by the alternate in attending meetings of the Board or otherwise on the Company's business; will not be taken into account in determining the number of Directors for the purposes of these Articles; and may act as an alternate for more than 1 Director. 5. Proceedings of the Board 5.1 Subject to the provisions of the Act and these Articles, the Board may regulate its proceedings as it thinks fit. A Director may, and the Company Secretary at the request of a Director shall, call a meeting of the Board by giving notice of the meeting to the Directors. Notice of a meeting of the Board must be given to each director, but need not be in writing. Any decision of the Board must be either a majority decision or a 3-11

30 decision taken otherwise in accordance with this Article 5 below. In the event of an equality of votes, the Chairman shall have a casting vote. 5.2 The quorum for the transaction of the business of the Board shall be four (4), if there are four (4) or more Directors, which must include at least one Director appointed by each of Australian Rugby Football League Limited, New Zealand Rugby League Incorporated and Rugby Football League Limited. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. If a quorum is not present within 20 minutes after the time appointed for the meeting, the meeting will be adjourned to the same day in the next week at the same time and place or to such other day, time and place that the Directors may agree, and the Directors present at the adjourned meeting shall constitute a quorum. 5.3 The Chairman of the Company shall be the Chairman of all meetings of the Board. 5.4 All acts done by a meeting of the Board or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was: a defect in the appointment of a Director; or that a Director was disqualified from holding office; or that Director had vacated office; or was that Director not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. 5.5 A resolution in writing signed by all of the Directors of the Company entitled to receive notice of a meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board and may consist of several documents in the like form each signed by all of the Directors of the Company, and such written resolution may include electronic mail with valid electronic signature. The resolution is passed on the date that the last Director signs the document or a counterpart of several like documents. For the purposes of this Article 5.5: the signature of an alternate Director will be as effective as, and may be substituted for, the signature of an appointing Director; and a signature will be valid if it is transmitted by facsimile, , or other generally accepted technology. 5.6 Without prejudice to Article 5.5, a meeting of the Board may consist of a conference between the Directors who are not all in one place, but of whom each is able (directly or by telephonic, electronic or video communication) to speak to the others, and to be heard by the others simultaneously. A Director taking part in such a conference shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the chair of the meeting is located at the time of the conference. 5.7 The Board shall cause minutes to be made in books and kept for the purpose: of all appointments of officers made by the Board; and of all proceedings at General Meetings and of meetings of the Board, including the names and the Directors of the Company and other persons present at each such meeting. 3-12

31 5.8 The Chairman shall cause the minutes of each Board meeting to be communicated to each Board Member not later than 14 days after the date of the meeting. 5.9 Any Director objecting to the minutes of a meeting as a true record of the proceedings shall notify the Chairman in writing of his objection within 14 days after the receipt of such minutes, providing full particulars of the parts of the minutes objected to Any dispute as to the accuracy of the minutes of a meeting of the Board shall be determined by the Directors at the next Board meeting of the Company. 6. Director s Interest 6.1 Subject to Article 6.2, if a proposed decision of the Board is concerned with an actual or proposed transaction or arrangement with the Company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes. 6.2 The prohibition under Article 6.1 shall not apply when: (c) the Board approves the Director counting towards the quorum and voting on the transaction or arrangement notwithstanding such interest in accordance with Section 175 of the 2006 Act; the Director need not declare an interest pursuant to Section 177 or 182 of the 2006 Act; or the Director's conflict of interest arises from a permitted cause. 6.3 For the purposes of Article 6.2, the following are permitted causes: (c) a guarantee, security or indemnity given, or to be given, by or to a Director in respect of an obligation incurred by or on behalf of the Company or any of its subsidiaries (if any); subscription, or an agreement to subscribe, for securities of the Company or any of its subsidiaries (if any), or to underwrite, subunderwrite, or guarantee subscription for any such securities; and arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Company or any of its subsidiaries (if any) which do not provide special benefits for directors or former Directors. 6.4 For the purposes of this Article 6, references to proposed decisions and decisionmaking processes include any meeting of the Board or part of a meeting of the Board. 6.5 Subject to Article 6.7, if a question arises at a meeting of the Board or of a committee of the Board as to the right of a Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chair of the meeting whose ruling in relation to any director other than himself is to be final and conclusive. 3-13

32 6.6 Where proposals are under consideration concerning the appointment of two or more Directors to employment with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each Director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 6.7 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chair of the meeting, the question is to be decided by a decision of the Directors at that meeting, for which purpose the chair of the meeting is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes. 6.8 A Director may vote, and count towards the quorum, in regard to any transaction or arrangement in which he has, or can have, a direct or indirect conflict of interest that conflicts, or possibly may conflict with the interests of the Company only where such matter has been authorised in accordance with Article The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of the Board or a Sub-Committee formed under Article Classes of Membership 7.1 Membership shall be in four (4) classes as follows: (c) (d) Members; Associate Members; Affiliates; and Life Members. 7.2 Each category of RLIF Member shall have the rights prescribed to that category as set out in these Articles. 8. General Membership Qualifications The RLIF Members shall be: (c) any person that is a Member as at the date of adoption of these Articles together with any person who the Company admits as a Member in accordance with these Articles; any person that is an Affiliate as at the date of adoption of these Articles together with any person who the Company admits as an Affiliate in accordance with these Articles; any person that is a Life Member as at the date of adoption of these Articles together with any person who the Company admits as a Life Member in accordance with these Articles; and 3-14

33 (d) any person who the Company admits as an Associate Member in accordance with these Articles. 9. Liability 9.1 The liability of each RLIF Member is limited to 1, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member or within one year after he ceases to be a member, for any of the items set out in Article The items for which the RLIF Members undertake to contribute are: (c) payment of the Company's debts and liabilities contracted before he ceases to be a member; payment of the costs, charges and expenses of winding up; and adjustment of the rights of the contributories among themselves. 10. Winding Up 10.1 Each RLIF Member undertakes to contribute to the Company s property, if the Company is wound up while he is a member or within one (1) year after the member ceases to be a member, in respect of: full payment of the Company s debts and liabilities contracted or incurred before the member ceased to be a member and of the costs, charges and expenses of winding up; and for adjustments of the rights of the RLIF Members amongst themselves Each RLIF Member s liability is limited to an amount not exceeding the sum of Qualifications Members 11.1 A National Federation may apply to be a Member of the Company The Board may at any time after the date of adoption of these Articles make, vary and revoke Rules and Regulations which set out criteria governing the qualifications necessary in order for a person to be admitted as a Member of the Company Rules and Regulations made under this Article 11 must be compliant with the 2006 Act, the Equality Act 2010 and these Articles in order to be valid. 12. Qualifications Life Members Any persons who have completed at least ten (10) years continuous service as an employee and / or Office Holder of a Member, Associate Member or Affiliate of the Company may be nominated to be appointed as a Life Member. 13. Qualifications Affiliates 13.1 A National Federation may apply to be an Affiliate of the Company. 3-15