text:
Articles of Association
THE COMPANIES ACTS 1985 to 1989
The following terms shall for the purposes of these Articles bear the meanings set opposite them:
"the Act"
the Companies Act 1985 as amended by the Companies Act 1989 and as further modified by any statutory modification or re-enactment for the time being in force;;
"Annual Council Meeting"
the annual Council Meeting which shall be the annual general meeting of the Company for the purposes of the Act;
these Articles of Association;
the British Amateur Rugby League Association;
means the total of:
(a) amounts borrowed by the Company;
(b) any actual or contingent liability under a guarantee given by the Company;
(c) amounts due by the Company under any credit sale, hire purchase, and equipment leasing agreements, insofar as any of these can properly be attributed to capital;
but excluding loans, and guarantees, between the Company and any subsidiary undertaking of it.
includes dissemination by digital and analogue Radio, via the internet and by way of satellite, analogue, digital or cable television or any other methods of dissemination created from time to time, and "Broadcasting" shall be construed accordingly;
the bye-laws of the Company created and amended from time to time pursuant to Article 5;
the divisional competition run by the Company in which certain Members participate from time to time or any successor or replacement competition and which may be known by another name;
"Championship(s) Members"
those Clubs who are Members and who: (i) if the relevant time is during a Season started that Season in the Championship; or (ii) if the relevant time is after completion of a Season, will be starting the next Season in the Championship;
"Clear days"
a period of days exclusive of the day on which a notice is served or deemed to be served and of the day for which it is given;
any rugby league club which is admitted by the Council as a Member of the Company from time to time in accordance with these Articles;
"Club Official"
any director, secretary, chief executive, chairman, employee or duly authorised agent of a Club;
"communication" or "electronic communication"
the same meaning as in the Electronic Communications Act 2000;
"Community Affiliated member"
means each Community Club, Community League and Community Organisation that has affiliated to the RFL in accordance with these Articles;
"Community Board"
the Community Board constituted pursuant to Article 79;
"Community Club"
a club which has teams playing in tiers 4 to 6 of the RFL competition structure;
"Community League"
An organisation which organises a league in tiers 4 to 6 of the RFL competition structure. For the avoidance of doubt this does not include the RFL;
"Community Organisation"
an organisation that represents a defined part of the community game which is not a Community Club or Community League including, but not limited to, referee societies;
means the members of the Company for the purposes of the Act;
"Council Meeting"
a Council meeting which shall be a general meeting of the Company for the purposes of the Act;
the annual Rugby League Challenge Cup Competition or such competition which replaces it from time to time, by whatever name it may be known, more particularly described in the Operational Rules;
"Cup Tie"
any Rugby League match in the Cup;
"directors" or "the Board"
the board of directors of the Company established in accordance with Article 43, the members of which are directors for the purposes of the Act;
"Executive Director"
an executive director appointed under Article 43 from time to time;
"financial statements"
the income and expenditure account, balance sheet and such other financial reports prepared in accordance with any statutory requirements from time to time in force;
means the game of Rugby League Football;
"Honorary Positions"
the honorary positions of patron, life president, president, vice-president, life vice-president and life member as set out in the Bye-laws and to which individuals shall be appointed in accordance with the Bye-laws but which shall not confer membership of the Company on the individual for the purposes of the Act;
"Independent Person"
a person:
(a) who does not have a Relevant Association with any Club or member; and
(b) who is not a Relative of any person who has a Relevant Association with a Club or member;
"in writing"
written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in a visible form including for the avoidance of doubt, electronic communications;
"Laws of the Game"
the rules, regulations and standing orders which relate to the playing of the Game;
"League 1"
the divisional competition run by the Company in which certain Members participate from time to time or any successor or replacement competition and which may be known by another name;
"League 1 Members"
those Clubs who are Members and who: (i) if the relevant time is during a Season started that Season in League 1; or (ii) if the relevant time is after completion of a Season, will be starting the next Season in League 1;
"League Match"
any Rugby League match in any of the League structure based Competitions (for the avoidance of doubt excluding the Cup)set out in the Operational Rules;
any of the following:
(a) a Cup Tie;
(b) a League Match; or
(c) any other Rugby League match played by any Club or between two Club(s);
"Match Official"
any of the following:
(a) referee;
(b) touch judge;
(c) in-goal judge;
(d) fourth official/reserve referee;
(e) the match commissioner;
(f) the interchange official; and
(g) the video referee.
each of those Clubs and other bodies admitted to membership of the Company and who shall together form the Council in accordance with the provisions of these Articles but, for the avoidance of doubt, excluding Honorary Positions;
"Non-Executive Directors
those persons appointed from time to time as the Non-Executive Directors of the Company pursuant to Article 45;
"the Office"
the registered office of the Company created and amended from time to time pursuant to Article 5;
"Operational Rules"
the operational rules of the Company adopted pursuant to Article 95 from time to time;
"Operational Rules Tribunal"
the panel of persons selected by the Board from time to time to comprise the Operational Rules Tribunal in accordance with these Articles;
"Ordinary Resolution"
a resolution of the Council passed at a duly convened meeting of the Council by simple majority on a show of hands or, on a poll, more than 50% of the votes given in relation to that resolution which must in either case include the affirmative votes of not less than four NL Members and not less than four SLE Members;
the regulations and policies of the Company made by the Board in accordance with Article 5 and amended from time to time;
the spouse, parent or grandparent, child or grandchild, brother, sister, co-habitee or business partner of the person concerned;
"Relevant Association"
that at the time the test is applied or at any time within the period of 12 months preceding that date, the person concerned is or was:
(a) a Club Official or a partner in or the sole proprietor of the Club or member concerned;
(b) a creditor of the Club or member concerned (excluding normal trade credit); or
(c) a professional adviser to a Club or member;
the person nominated by a member to represent the member at meetings of the Council pursuant to Article 3.3;
"Representative Match"
any of the following:
(a) an international match of Rugby League Football played between senior/open age or restricted age-level teams from different countries;
(b) a test match (ie a game of Rugby League Football played between teams representing members of the RLIF);
(c) a representative match between two county teams in Great Britain and Ireland at either senior/open age level or restricted age level; or
(d) such other representative matches or games other than Club versus Club games that the Board may decide from time to time which may include (in the Board's discretion) by way of example, Matches organised by BARLA and inter-services Matches;
the organisation which governs and oversees the Game at international and representative level currently known as the Rugby League International Federation;
"RLIF Regulations"
the rules and regulations of the RLIF as may be amended from time to time;
in each year the period beginning on the day of the first League Match, Representative Match or Cup Tie (whichever is the sooner) and ending immediately after the completion of the last match in the Grand Final Series or the last Match played by one of the Company's Representative teams in that calendar year whichever is the later;
the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company pursuant to section 283 of the Act, including a joint, assistant or deputy Secretary;
Super League Europe Limited (a limited liability company registered in England with company number 3238540 and whose registered office is at Red Hall, Red Hall Lane, Leeds LS17 8NB and whose members participate in the rugby league competition known as the Super League;
"SLE Members"
those Clubs who are members of the Company and who are also members of SLE;
"Special Resolution"
a resolution of the Council passed at a duly convened meeting of the Council by 75% of Members present and voting on a show of hands or 75% of the votes given on a poll, which must in either case include the affirmative votes of not less than four Championship or League 1 Members and not less than four SLE Members;
Tier Four
All Leagues and competitions operating at the fourth tier of the RFL competition structure as specified from time to time by the Board;
Tier Five
All Leagues and competitions operating at the fifth tier of the RFL competition structure as specified from time to time by the Board;
"Tier Six"
All Leagues and competitions operating at the sixth tier of the RFL competition structure as specified from time to time by the Board;
the Company's website which, at the date of incorporation, may be accessed at www.therfl.co.uk; and
Friday, Saturday and Sunday (inclusive).
1:2 Words importing the singular number only 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.
1:3 Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these Articles become binding on the Company shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.
2 The Company is established for the purposes expressed in the Memorandum of Association of the Company.
The subscribers to the Memorandum of Association of the Company; the members as at the date of incorporation of the unincorporated association known as the Rugby Football League; and such other persons as are admitted as members by the Council in accordance with these Articles (and any applicable Rules) shall be the members of the Company. Every person who wishes to become a Member shall deliver to the Company an application for Member in such form as the Directors require executed by him. Any application for Member shall be made to the Chairman and shall be assessed against such criteria as the Council may specify from time to time. Membership is not transferable and shall cease on dissolution. The Board shall be entitled to admit a representative of the following sections of the community game:
a) English Schools Rugby League;
b) Students Rugby League;
c) Tier Three
d) Tier Four Adult Leagues
e) Tier Four Youth and Junior Leagues,
to membership of the Company provided that : i) such representatives are the same individuals who represent those sections of the Community Game on the Community Board and ii) such representatives' membership of the Company conditional upon and shall automatically terminate on that individual ceasing to be the relevant section's representative on the Community Board
3:2 The provisions of section 352 of the Act shall be observed by the Company and every Member shall either sign a written consent to become a Member or sign the Register of Members on becoming a Member.
3:3 The Board may require as a condition for the grant of Member a financial deposit (of such sum as the Board may require) which shall be placed at the disposal of the Company to be utilised by the Company at its discretion upon default by the member of any of its obligations to the Company. Every corporation and unincorporated association which is admitted as a member may exercise such powers as are prescribed by section 375 of the Act. Provided that the Representative (or any deputy) so appointed must, in each case, be selected from the following people: the Chairperson, Chief Executive, Vice Chairperson, Director or Managing Director of that member or their nearest equivalents if the member is not incorporated. Each member shall endeavour to ensure that there is a continuity of representation at Council Meetings (in terms of the individuals who attend).
4:1 Members shall have such rights and obligations as set out in these Articles and any Bye-Laws, Operational Rules or similar and each member by becoming and remaining a member agrees to be bound by the RFL Memorandum, Articles of Association, Bye-Laws and Operational Rules and agrees and accepts the primacy of the RFL Memorandum. Articles of Association, Bye-Laws and Operational Rules in the event of conflict with their own Memorandum, Articles of Association, Bye-Laws, Constitution, Operational Rules or similar.
4:2 Each Club Official by participating in the Game agrees to be bound by the RFL Memorandum, Articles of Association, Bye-Laws and Operational Rules and agrees and accepts the primacy of the RFL Memorandum. Articles of Association, Bye-Laws and Operational Rules.
4:3 Each member by becoming and remaining a member agrees to observe the RFL's Anti-Doping Rules, Safeguarding Vulnerable Groups Rules, Safeguarding Policy, Diversity and Anti-Racism Policies, Respect Policy and Code of Conduct on Betting & Related Activity and any other rules and policies that may from time to time be adopted by the RFL through the RFL Board and shall ensure that each of their constituent members, employees, officials, volunteers and similar shall observe such rules and policies and shall make it a condition of employment or engagement or of participation in any rugby league competition that each such members, employees, officials, volunteers or similar shall observe such rules and policies.
4:4 Subject to the other provisions of these Articles each member shall have the right to:
- attend and vote at all meetings of Council in accordance with Article 9;
- share in the profits of the Company or any distribution of its funds; and
- (if it is a Club) participate in one of the Company's competitions.
5 The Council may from time to time make, vary and revoke Bye-laws relating to the Company's relationship with SLE, Championship and Community Board, the Honorary Positions and all aspects of membership of the Company including (without limitation):
- setting out different categories of membership of the Company;
- setting out rights, privileges and obligations of the different categories of member;
- relating to the organisation of members including, without limitation, rules of finances of and financial and other records and minute books to be kept by members; and
- setting the levels of subscriptions or entrance fees to be paid by the different categories of member having been requested to consider these matters by the Board.
6 The Council shall have the right to expel any member from membership of the Company for good and sufficient reason, by notice in writing sent by prepaid post to a member's address, to request that member to withdraw from membership of the Company within a time specified in such notice. No such notice shall be sent except on a vote of the majority of the directors present and voting, which majority shall include one half of the total number of the Board for the time being.
7 If, on the expiry of the time specified in such notice, the member concerned has not withdrawn from membership by submitting written notice of the member's resignation, or if at any time after receipt of the notice requesting the member to withdraw from membership the member shall so request in writing, the matter shall be submitted to a properly convened and constituted meeting of the Council. The directors and the member whose expulsion is under consideration shall be given at least 14 days' notice of the meeting, and such notice shall specify the matter to be discussed. The member concerned shall at the meeting be entitled to present a statement in the member's defence either verbally or in writing, and shall not be required to withdraw from membership unless the expulsion is approved by a Special Resolution save that the expulsion of BARLA shall require a unanimous decision of members other than BARLA. If such a vote is carried the member shall thereupon cease to be a member and, in the case of a member, the member's name shall be erased from the register of members.
8 Any member whose subscription or entrance fee is more than six months in arrears shall be deemed to have resigned its membership of the Company unless the Board otherwise decides.
9 Unless otherwise agreed by Council by Ordinary Resolution and subject as set out below, Council Meetings shall be held at least twice each calendar year. The Board shall designate one such meeting as the Annual Council Meeting at such time and place as may be determined by the Board, and shall specify the meeting as such in the notices calling it, provided that so long as the Company holds its first Annual Council Meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year.
10 The Annual Council Meeting shall be held for the following purposes:
- to receive the reports of the Chairman and of the Chief Executive and the directors' report;
- to consider and if thought fit, approve the accounts of the Company for the most recently-concluded accounting period;
- to appoint or to approve the reappointment of the auditors to the Company;
- to elect or re-elect those of the Non-Executive Directors who are retiring by rotation;
- to elect a Life President/President and/or President and/or President elect;
- to elect any Honorary Life members; and
- to transact any other business specified in the notice of meeting.
11 All Council Meetings, other than the Annual Council Meeting, shall be called Council Meetings. A member may propose a resolution (or resolutions) to be considered at a general meeting. Such proposed resolutions must be seconded by another member and made in writing addressed to the Secretary and be received not less than 35 days before the general meeting at which it is to be proposed.
12 The Board may call Council Meetings and, on the requisition of one-tenth of the members pursuant to the provisions of the Act, shall forthwith proceed to convene a Council Meeting for a date not later than eight weeks after receipt of the requisition. Such requisition must state the object of the meeting. If there are not within England sufficient directors to call a general meeting, any Board member or the secretary may call a general meeting.
13 An Annual Council Meeting and a Council Meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least 28 clear days' notice. All other Council Meetings shall be called by at least 14 clear days' notice but a general meeting may be called by shorter notice if it is so agreed:
- in the case of an Annual Council Meeting, by all the members entitled to attend and vote thereat; and
- in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent of the total voting rights at the meeting of all the members.
14 The notice shall specify the time and place of the meeting and the general nature of the business to be transacted, with supporting paperwork as appropriate, and in the case of an Annual Council Meeting, shall specify the meeting as such. The notice shall be given to all the members entitled to vote thereat and to the directors and (if any) the auditors.
15 The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceedings had, at any meeting.
16 No business shall be transacted at any Council Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided the quorum for the transaction of business shall be that number of members holding 50% of the eligible votes for that meeting provided that the members present include no less than one-third (rounded down) of the SLE Members and no less than one-third (rounded down) of the NL Members.
17 If within half an hour from the time appointed for the holding of a Council Meeting a quorum is not present, the meeting, if convened on the requisition of the members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Council may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
18 The Chairman of the Board or, if he is not present, the most senior Executive Director shall preside as chairman at every Council Meeting, but if he shall be absent, or if at any meeting he is not present within 15 minutes after the time appointed for holding the next most senior director who is present and willing to act to preside.
19 The chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever such a meeting is adjourned for 14 days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
20 The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either without fixing a day for the meeting or to another time or place where it appears to him that:
- members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting;
- the conduct of persons present prevents or is likely to prevent the orderly continuation of business; or
- an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
21 If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is voted upon. In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a typographical error) may in any event be considered or voted upon.
22 Subject to the provisions of the Act these Articles and/or the Bye-laws, a resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded.
23 Subject to the provisions of the Act, a poll may be demanded for the election of the President or the Vice President or on any decision to adjourn a general meeting pursuant to Article 19:
- by the chairman of the meeting; or
- by at least 5 members;
and a demand by a person as proxy for a members shall be the same as a demand by the members.
24 Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
25 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
26 A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
27 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
28 A poll demanded on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
29 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
30 A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a Council Meeting at which he was present shall be as effectual as if it had been passed at a Council Meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
31 The Council may agree to a member changing its Representative during the Council year. A Representative may be replaced by his or her deputy, or by a substitute if the deputy is unable to attend in exceptional circumstances provided that notice, specifying a good reason for the substitution, is given to the Secretary not later than close of business on the business day before the Council Meeting concerned.
32 A Representative shall, unless the Council otherwise decides no longer be entitled to represent a member if he is absent without sufficient reason from three consecutive Council Meetings.
33 Subject to Article 35, each member which is not a Club shall have one vote at Council Meetings.
34 Subject to Article 35 the number of votes held by each Club shall be calculated as follows:
- if the number of SLE Members is identical to the number of Championship Members then each such member shall have one vote;
- otherwise, the aggregate number of votes of SLE Members on the one hand and of Championship Members on the other hand shall be equal so that:
- if there are more Championship Members than SLE Members, each SLE Member shall have a number of votes calculated as follows:
- Number of votes = Number of Championship Members
- Number of SLE Members
- and each Championship Member shall have one vote but there shall be no rounding so that the number of votes held by a member may include a fraction; or
- if there are more SLE Members than Championship Members, the process described in (i) above shall apply, with the numerator and denominator reversed, so as to calculate the number of votes for Championship Members, and each SLE Member shall have one vote; and
- by way of non-binding example
If there are 20 Championship Members and 12 SLE Members then:
- each Championship Member gets one vote
- each SLE Member gets 20 = one and two-thirds votes
thus the total number of votes will be 20 for Championship Members and 20 for SLE Members.
When calculating votes using this formula, each Championship Member shall be considered to have one vote, each non Club member one vote and each SLE Member such number of votes as is determined by the formula.
The appointment of a proxy shall be executed by or on behalf of the appointer and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Board may approve)
"RFL (Governing Body) Limited
I/We, , of
being a member/members of the above-named Company, hereby appoint
, or failing him,
of ,
as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the Company to be held on 200[ ] and at any adjournment thereof.
Signed on 200[ ] ."
Where it is desired to afford members an opportunity of instructing the proxy how he shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Board may approve):
"RFL (Governing Body) Limited
I/We, , of
, being a member/members of the above-named Company, hereby appoint of
, or failing him,
, as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the Company to be held on 200[ ], and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for *against
Resolution No. 2 *for *against.
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed this day of 200[ ]."
37 The appointment of a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the Board may:
- in the case of an instrument in writing be deposited at the Office or at such place within England as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than one hour before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
- in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications
- in the notice convening the meeting, or
- in any instrument of proxy sent out by the Company in relation to the meeting, or
- in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meeting,
be received at such address not less than one hour before the time for holding the meeting or adjourned meeting at which the person named in the appointment proposes to vote;
- in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than one hour before the time appointed for the taking of the poll; or
- where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any director; and an appointment of proxy which is not deposited, delivered or received in a manner so permitted shall be invalid. In this regulation and the next, "address", in relation to electronic communications, includes any number or address used for the purposes of such communications.
38 A vote given or poll demanded by proxy or by the duly authorised Representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the instrument of proxy was duly deposited or, where the appointment of the proxy was contained in an electronic communication, at the address at which such appointment was duly received before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
39 If any votes are given or counted at a Council Meeting which shall afterwards be discovered to be improperly given or counted, the same shall not affect the validity of any resolution or thing passed or done at the said meeting, unless the objection to such votes be taken at the same meeting, and not in that case unless the chairman of the meeting shall then and there decide that the error is of sufficient magnitude to affect such resolution or thing.
40 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
41 The number of directors shall be not less than three and unless and until varied by ordinary resolution of the Company in Council Meeting shall be subject to a maximum of seven
The directors shall be:
(i) a minimum of two and up to a maximum of three Executive Directors; and
(i) up to a maximum of four Non-Executive Directors.
The directors may appoint a director to chair their meetings. The person so appointed for the time being is known as the Chairman. The directors may terminate the Chairman's appointment at any time. If the Chairman is not participating in a directors meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair the meeting.
The first directors, who shall hold office until such time as they are due to retire in accordance with these Articles, shall be:
(i) the Executive Directors: Richard Lewis
Nigel Wood
(ii) the Non-Executive Directors Tony Gartland
Maurice Watkins
Ian Edwards
44 Subject to Article 50, the Executive Directors from time to time may only be removed by a unanimous resolution of the Non-Executive Directors and shall not be subject to retirement by rotation. Subject to Article 49 the directors set out in paragraph (ii) of Article 43 shall hold office until the Annual Council Meeting in the year set out in brackets after their respective names, at which meeting the director concerned shall retire but shall be eligible for re‑election in accordance with these Articles.
45 Subject to Article 48 below, each Non-Executive Director shall serve for a three-year term from the Annual Council Meeting at which he is elected or re-elected to the Annual Council Meeting in the third year after his election, but shall be eligible to serve for a total of 3 three-year terms. Each year elections shall be held at the Annual Council Meeting to elect a Non-Executive Director in place of any director retiring and the Board shall ordinarily nominate at least one Independent Person to serve as a Non-Executive Director in accordance with regulations made by the Board pursuant to Article 92.
46 All Non-Executive Directors and all candidates for the post of Non-Executive Director shall be Independent Persons. If a Non-Executive Director ceases to be an Independent Person then he shall be deemed automatically and immediately to have vacated his position as Non-Executive Director.
47 If there are fewer or an equal number of candidates nominated as there are vacancies, the candidates shall be declared elected unopposed at the Annual Council Meeting. In the event of there being more candidates nominated than vacancies, there shall be an election at the Annual Council Meeting or a postal ballot in accordance with the provisions of Article 30.
48 Where there is a vacancy or vacancies for a Non-Executive Director, whether that be by way of Director removal or retirement, failure to appoint at an Annual Council Meeting or otherwise, such vacancy may be filled by the Board provided always that:
- anyone appointed to fill the vacancy shall be an Independent Person;
- anyone appointed to fill the vacancy shall hold office until the next Council Meeting
- at the next Council Meeting, the person appointed to fill the vacancy shall be subject to election by way of ordinary resolution
- in the event that the person appointed to fill the vacancy is not elected at the next Council Meeting, he shall be removed as a Director
- in the event that the person appointed to fill the vacancy is elected at the next Council Meeting, he shall remain as a Director until such time as he would have been due to retire had he been appointed at the most recent previous Annual Council Meeting and shall be eligible for re-election in accordance with these Articles
49 In addition and without prejudice to the provisions of section 303 of the Act, the members may by Ordinary Resolution remove any Non-Executive Director before the expiration of his period of office, and may by an ordinary resolution appoint another suitably qualified person in his stead; but any person so appointed shall retain his office so long only as the director in whose place he is appointed would have held the same if he had not been removed.
50 The office of director (including the Executive Directors) shall be vacated in the following circumstances:
- if a receiving order is made against him or he becomes bankrupt or makes any arrangement or composition with his creditors; or
- if he becomes of unsound mind; or
- if by notice in writing to the Board he resigns his office; or
- if he fails to attend three consecutive Board meetings without giving good or sufficient reason; or
- in the case of the Non-Executive Directors, when their respective term of office expires and they are not re-elected;
- if he becomes prohibited from holding office by law or by virtue of any provision of the Act;
- if he is removed from office by a resolution duly passed pursuant to section 303 of the Act; or
- if he is requested to resign by all the other directors acting together;
Section 293 of the Act shall not apply.
51 The business of the Company shall be managed by the Board who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Company as they think fit and may exercise all such powers of the Company, and do on behalf of the Company all such acts as may be exercised and done by the Company including, without prejudice to the generality of the foregoing, the power to borrow, and as are not by the Act or by these Articles required to be exercised or done by the Company in general meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Act for the time being in force and affecting the Company, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by an Ordinary Resolution, but no resolution made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
52 The Board may act notwithstanding any vacancy in their body.
53 If the Board shall at any time be or be reduced in number to less than the number prescribed by or in accordance with these Articles, it shall be lawful for them to act as the Board for the purpose of summoning a general meeting, but not for any other purpose.
54 The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit, provided that at least four such meetings shall be held in each year.
55 Questions arising at a meeting shall be decided by a majority of votes. Voting on any issue shall be by show of hands. Subject to Article 65 each director shall be entitled to one vote. In the case of an equality of votes, however, the chairman of any meeting of the Board shall have a casting vote.
56 Notice of all meetings and minutes of all meetings shall be served on all members of the Board. The Board may invite or allow any person to attend its meetings as an observer and to speak but no such person shall have the right to vote at Board meetings.
57 The Chairman shall be chairman of the Board. The Chairman shall preside as chairman at all meetings of the Board at which he shall be present, but if at any meeting the Chairman is not present within five minutes after the time appointed for holding the meeting or is not willing to preside another member of the Board shall act as chairman of the meeting on the agreement of two directors.
58 A meeting of the Board at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Company for the time being vested in the Board generally. The quorum for meetings of the Board or any committee formed pursuant to the provisions of Article 60 shall be three directors, one of whom must be an Executive Director.
59 The Board may delegate any of their powers to any sub-committee consisting of such of their number and such other persons as they think fit.
60 Any sub-committee formed pursuant to Article 59 shall, in the exercise of the powers delegated to it, conform to any regulations imposed on it by the Board. The resolution making the delegation shall specify the financial limits within which any sub‑committee shall function. The meetings and proceedings of any such sub‑committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board. All acts and proceedings of such sub-committees shall be reported in due course to the Board.
61 All acts bona fide done by any meeting of the Board or of any sub-committee, or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office.
62 The Board shall cause proper minutes to be made of all appointments of the Board and of the proceedings of all meetings of the Company and of the Board and of sub-committees, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated. The minutes of recorded decisions shall not be distributed to Representatives or members but the Board shall regularly report to Council on its activities subject to the requirements of confidentiality. At each meeting of the Board, and any sub‑board of the Board, there shall be proposed a resolution that the minutes of the previous meeting of the Board (or such sub-board as appropriate) be approved and following such resolution being passed and the signature of such minutes by the chairman of the meeting such minutes shall constitute conclusive evidence of the relevant proceedings.
63 A resolution in writing signed by all the directors for the time being or by all the members for the time being of any sub-committee who are entitled to receive notice of a meeting of the Board or of such sub-committee shall be as valid and effectual as if it had been passed at a meeting of the Board or of such sub-committee duly convened and constituted.
64 A director may participate in a meeting of the Board, or of a committee of the Board, by way of video conferencing or conference telephone or similar equipment which allows every person participating to hear and speak to one another throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in the quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting is.
65 Save as otherwise provided by these Articles, a director shall not vote at a meeting of the Board or of a sub‑committee on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following paragraphs:
- The resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries;
- The resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
- His interest arises by virtue of his subscribing or agreeing to subscribe for any shares, debentures or other securities of any of the Company's subsidiaries, or by virtue of his being, or intending to become, a participant in the underwriting or sub‑underwriting of an offer of any such shares, debentures, or other securities by the Company's subsidiaries for subscription, purchase or exchange;
- The resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Inland Revenue for taxation purposes.
For the purposes of this regulation, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Company), connected with a director shall be treated as an interest of the director.
66 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
67 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 59.
68 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.
69 If a question arises at a meeting of the Board or of a sub‑committee as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.
70 Subject to the provisions of the Act, the Board may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and the Company.
Subject to the provisions of the Act, and provided that:
(i) he has disclosed to the Board the nature and extent of any material interest of his in accordance with Article 65;
(ii) he remains an Independent Person; and
(iii) the other Board members present at the Board Meeting so agree;
a director notwithstanding his office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
72 For the purposes of these Articles:
- a general notice given to the Board that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and
- an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
73 The Board may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
74 No director shall take any loan from the Company.
75 A majority of the Non-Executive Directors shall appoint a minimum of two persons, but up to a maximum of three persons to be the Executive Directors on such terms and for such period as they think fit and the Board may delegate to the Executive Directors such of its powers as they think desirable to be executed by them.
76 The Company shall have such Honorary Positions as are provided for in the Bye-laws from time to time.
77 Subject to the provisions of the Act, the secretary shall be appointed by the Board for such term, at such remuneration and upon such conditions as they may think fit and any secretary so appointed may be removed by them.
78 The Board shall select a Operational Rules Tribunal of persons, each of whom (unless the Board agrees otherwise) shall been Independent Person. The Board shall also nominate one or more of the members of the Operational Rules Tribunal as the senior Operational Rules Tribunal member(s). The senior Operational Rules Tribunal member(s) shall be responsible for the selection of members to sit from time to time on the Assessment Panel, the Compensation Tribunal, the Disciplinary Committee, the Appeals Board or any other committee or tribunal which the Operational Rules or the Board require.
79 In accordance with the powers conferred on it by virtue of Article 59, the Board shall establish a Community Board which shall be accountable to the Board for the management and development of all aspects of the community, grass roots and amateur game of rugby league. The role of the Community Board shall be to assist in the organisation and management structure of the Company and to bring together all areas of the British rugby league community, grassroots and amateur game under the governance of the Company.
Membership of the Community Board will be made up of one representative, who shall serve for a period of 2 years (but shall then be entitled to re-appointment), from each of the following for so long as they remain members of the RFL:
- British Amateur Rugby League Association;
- Combined Services Rugby League;
- English Schools Rugby League;
- Students Rugby League; and also
- one representative of Tier Three one representative of Tier Four Adult Leagues, and one representative of Tier Four Youth and Juniors elected in accordance with the Community Board's Terms of Reference & Operation, such Forums to be convened by the RFL;
- the RFL's Chairman, who shall be the Chair of the Community Board;
- the RFL's Chief Executive Officer; and
- 2 representatives appointed by the RFL Board who shall serve for a period of 2 years (but shall then be entitled to re-appointment).
- In addition one Non Executive Director of the RFL (Who may be a person other than the Chairman of the Community Board) will attend the Community Board meetings in a non-voting capacity
81 Each of the members of the Community Board shall have one vote at the Community Board. In the case of an equality of votes, however, the chairman of any meeting of the Community Board shall have a casting vote.
82 The Community Board shall conduct its proceedings in accordance with the Terms of Reference & Operation set by the RFL Board. These Terms of Reference & Operation shall be amended by resolution of the RFL Board only.
83 The Board shall be entitled to accept applications from Community Clubs and Community Leagues to become Associates of the RFL. Any Community Club or Community League which wishes to become an Associate shall deliver to the Company an application for Associate status in such form as the Board shall require. Any such application shall be made to the Chairman and shall be assessed against such criteria as the Board may specify from time to time. Associate status is not transferable and shall cease on dissolution of the Associate and/or the Company and the Board shall have the power to terminate Associate status at any time. Associate status does not confer on the Associate membership of the Company and/or any of the membership rights set out in these Articles of Association, and in particular does not confer voting rights.The Board may set such conditions as it shall require as a condition for the grant of Associate status and shall set such rights and obligations of Associates as the Board shall deem appropriate. However, Associate status is conditional upon each Associate agreeing, which agreement shall be deemed by application for Associate status, to observe the RFL's Anti-Doping Rules, Safeguarding Vulnerable Groups Rules, Safeguarding Policy, Diversity and Anti-Racism Policies, Respect Policy and Code of Conduct on Betting & Related Activity and any other rules and policies that may from time to time be adopted by the RFL through the RFL Board and shall ensure that each of their constituent members, employees, officials, volunteers and similar shall observe such rules and policies and shall make it a condition of employment or engagement or of participation in any rugby league competition that each such members, employees, officials, volunteers or similar shall observe such rules and policies. Where such Associate does not comply with this condition, the Board shall have the right to terminate the Associate status.
84 BARLA and the RFL shall remain as separate organisations and for the avoidance of doubt the RFL shall not have the power either to amend the Constitution of BARLA or to dissolve BARLA..
85 The Board shall cause accounting records of the Company to be kept in accordance with section 221 of the Act and any regulations made pursuant thereto (or as the same may be hereafter amended or altered). In particular, the accounting records shall include proper details of:
- all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place; and
- all sales and purchases of goods by the Company; and
- the assets and liabilities of the Company.
86 Accounting records shall be kept at the Office or, subject to section 222 of the Act, at such other place or places as the Board shall think fit and shall always be open to the inspection of the Board (and any member acting by a duly authorised Representative) at any reasonable time on prior application to the Board and the Board's permission shall not be unreasonably withheld.
87 The accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more appropriately qualified auditor or auditors. Auditors, if required, shall be appointed and their duties regulated in accordance with the Act.
88 At the Annual Council Meeting in every year the Board shall lay before the members financial statements for the period since the last preceding financial statements (or in the case of the first financial statements since the incorporation of the Company made up to a date not more than seven months before such meeting). All financial statements shall be accompanied by reports of the Board and the auditors (if any) of the Company, and copies of such financial statements and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than 21 clear days before the date of the meeting, subject nevertheless to the provisions of section 238(4) of the Act, be sent to the auditors (if any) and to all other persons entitled to receive notices of general meetings in the manner in which notices are hereinafter directed to be served.
A notice may be served by the Company upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as it appears in the register of members or by giving notice using electronic communications to an address for the time being notified to the Company by the members, or by publishing it on the Website. For the avoidance of doubt, no additional notification that a notice is to be published on the Website will be given to a members unless he notifies the Company in writing that he does not wish to receive notice in this way.
90 Any members described in the register of members by an address not within Great Britain, who shall from time to time give the Company an address within England at which notices may be served upon him, shall be entitled to have notices served upon him at such address, or an address to which notices may be sent using electronic communications, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within England shall be entitled to receive notices from the Company.
91 Any notice, if served by first class (or equivalent) post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post as a prepaid letter. Any notice, if served by electronic communications, shall be deemed to have been given at the expiration of 48 hours after the time it was sent.
Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.
93 Without prejudice to the provisions of Article 93 the directors shall have power to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers, or employees of the Company or any subsidiary of the Company, or who are or were at any time trustees of any pension fund in which any employees of the Company or subsidiary are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company or any such other company, subsidiary undertaking or pension fund.
94 The Board shall restrict the Borrowings of the Company so that they shall not at any time exceed £5,000,000 (five million pounds) without the prior approval of a Special Resolution.
95 The directors have the power from time to time to make, repeal and amend the Operational Rules and the following Anti-Doping Rules, Safeguarding Vulnerable Groups Rules, a Safeguarding Policy, Diversity and Anti-Racism Policies, a Respect Policy and a Code of Conduct on Betting & Related Activity and such other regulations or policies as the Board thinks fit for the better administration of the Company. The Council shall have the ability to amend the Operational Rules from time to time by Special Resolution.
Clause 7 and 8 of the Memorandum of Association relating to the winding-up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.
(trading as LEEDS RHINOS RUGBY LEAGUE FOOTBALL CLUB)
Carnegie Stadium
St Michael's Lane
Leeds LS6 3BR
The Galpharm Stadium
Stadium Way
Leeds Road
Huddersfield HD1 6PG
Belle Vue
Doncaster Road
West Yorkshire
Dated: 2006
Witness to the above signatures:
Members as at Date of Incorporation
|Club Name
|Company Name
|Barrow Border Raiders
|Barrow Rugby Football Club
|Batley Bulldogs
|Batley Football Club Limited
|Blackpool Panthers
|Blackpool Panthers RFLC
|Bradford Bulls
|Bradford Bulls Holdings Limited
|Castleford Tigers
|The Castleford Rugby League Football Club Limited
|Celtic Crusaders
|Celtic Crusaders Limited
|Dewsbury Rams
|Dewsbury Rams RFLC (Holdings) Limited
|Doncaster Dragons
|Doncaster Dragons Rugby League Football Club (2001) Limited
|Featherstone Rovers
|Featherstone Rovers Rugby League Football Club Limited
|Gateshead Thunder
|Thunder Rugby League
|Halifax Rugby League Football Club Limited
|Harlequins Rugby Football Club Limited
|Huddersfield Giants
|Huddersfield Giants Limited
|Hull FC
|Hull Super League Limited
|Hull Kingston Rovers
|Hull Kingston Rovers Football Club Limited
|Hunslet Hawks
|New Hunslet Rugby League Football Club Limited
|Keighley Cougars
|Keighley Cougars RLFC (2010) Limited
|Leeds Rhinos
|The Leeds Cricket, Football and Athletic Company Limited (also Leeds Rugby Ltd)
|Leigh Centurions
|Sporting Club Leigh Limited
|London Skolars
|London Skolars Limited
|Oldham Rugby League Football Club (1997) Limited
|Rochdale Hornets
|Rochdale Hornets Football Club Company Limited
|Salford Reds
|Salford Football Club Company (1914) Limited
|Sheffield Eagles
|Sheffield Eagles 2000 Limited
|St Helens
|St Helens Rugby Football Club Limited
|Swinton Lions
|Swinton Rugby League Club
|Wakefield Trinity Wildcats
|Wakefield Trinity Rugby League Football Club Limited
|Warrington Wolves
|The Warrington Football Club Limited
|Whitehaven Warriors
|Whitehaven Rugby League Football Club Limited
|Widnes Vikings
|Widnes Rugby League Football Club Limited
|Wigan Warriors
|The Wigan Football Club Limited
|Workington Town
|Workington Town Rugby League Football Club Limited
|York City Knights
|York City Knights Rugby League Football Club
Other Members
English Schools Rugby League
Combined Services Rugby League
Students Rugby League
Wales Rugby League
1.1 Words used in these Bye-laws shall have the meaning assigned to them in the Articles of Association, unless the context otherwise requires.
1.2 The Council shall have the ability to amend these Bye-Laws from time to time by Special Resolution
2.1 The ownership of Super League, or such other competition if any as may in the future replace it, including the arrangement, management, promotion and administration of the Super League competition (and any event or competition involving Clubs in Super League and rugby league clubs from the southern hemisphere) and all intellectual property rights of any description whatsoever concerning the same shall vest absolutely in SLE.
2.2 SLE shall at all times have the sole and exclusive right to
negotiate contracts for the Broadcasting and other reproductions of the Super League and other competitions referred to in Bye-law 2.1;
grant licences to use and exploit its name and all other intellectual property owned by SLE, including titular sponsorship for the Super League and Events promoted by it; and
receive and retain all proceeds gained from these rights for its own use absolutely.
SLE shall be entitled to delegate negotiation of such matters on its behalf to the Board or to any third party which delegation shall be exclusive and shall subsist until terminated by not less than one month's written notice to the Board or the third party concerned by SLE. As regards any delegation to the Board, unless and until such termination notice has been received and has expired, the Board shall be empowered to enter into any contract relating to SLE's rights as if such contract were a contract to be entered into by the Company. It is recorded that such a delegation to the Board was in force at the date of adoption of these Bye-Laws on 7 June 2006 and amendment of these Bye-Laws on 13 February 2008.
2.3 Subject to the Operational Rules, SLE retains and reserves to itself the right to be consulted by the Company before the Company arranges, proposes to arrange or attempts to negotiate whether by correspondence or otherwise any new club competition whether in or out of the season which involves the participation of any club in Super League or of players on the register of such clubs and shall have the right either to refuse to participate or to release its players if the Event, cup tie or match shall interfere in any way with Super League or be in the view of Super League unreasonable in the light of its interests or those of its players and Super League shall be the only judge of such reasonableness. In this Bye-law the word "Event" shall include any match between a Super League club and a club which is a member of a league in the southern hemisphere.
2.4. Championship Members collectively shall at all times have the sole and exclusive rights to:
grant licences to use and exploit its name and all intellectual property owned by Championship Members collectively including titular sponsorship for competitions involving only Chmapionship Members;
receive and retain all proceeds gained from these rights and other relevant commercial rights related solely to competitions in which only Championship Members compete (including Broadcasting) for its own use absolutely.
2.5. Championship Members collectively have delegated to the Board on an exclusive basis the negotiation of all licences of the rights referred to above, which delegation shall subsist until terminated by not less than one month's notice to the Board from a majority of NL Members. Unless and until such notice has been received and has expired, the Board shall be empowered to enter into any contract relating to such rights as if such contract were a contract to be entered into by the Company. It is recorded that such a delegation is in force at the date of adoption of this Constitution.
2.6. Notwithstanding anything to the contrary contained in the Bye-Laws or the SLE's Articles of Association:
promotion and relegation between Super League and the Championship shall be in accordance with the provisions of the Operational Rules as amended; and
the SLE, Chmapionship and their member Clubs agree to abide by the provisions of the Bye Laws and the Company shall have the sole and exclusive right to:
determine the membership of the Company;
govern, organise, administer and retain all proceeds relating to the Cup and other cup competitions and all Representative Matches as set out in the Operational Rules;
implement the rules relating to players, disciplinary matters, anti-doping, Match Officials and licensing of agents, as set out in the Operational Rules and as amended from time to time;
arrange, manage, promote and otherwise administer and deal with all professional rugby league matches (other than those set out in Bye-Law 2 above) in Great Britain and Ireland (or any part thereof) (and such other matters or issues which relate to the playing of the Game) and receive and retain all proceeds relating to the same;
insofar as such fixtures are determined by someone rather than the Board, separately SLE agrees to discuss the fixture programme for Super League with the Chairman not less than 14 days prior to its publication and further agrees to use its reasonable endeavours to take account of the Chairman's reasonable representations.
the Company shall be entitled to dispose of all or any of its assets pursuant to one or more Transfer Agreement(s), to license all or any of its intellectual property rights pursuant to one or more Licence(s), and/or to devolve any of its powers, functions, responsibilities or duties to another party or parties pursuant to a Services Agreement or Services Agreement(s)".
3 BARLA and the RFL shall remain as separate organisations and for the avoidance of doubt the RFL shall not have the power either to amend the Constitution of BARLA or to dissolve BARLA,
4.1 The following expressions shall have the following meanings:
"Acquisition" means the acquisition (whether by purchase, transfer, renunciation or otherwise) of the whole or a substantial part of the assets or undertaking of any member;
"Change of Control" means that there is any change in the person who controls a member, and for this purpose "control" shall have the meaning given to it in Section 416 of the Income and Corporation Taxes Act 1988.
4.2 Under the Articles there is one class of membership of the Company: being the Super League Clubs, the National League Clubs and non Club members. Save where set out in the Articles or this Bye-law, each member shall have the same rights and obligations. The members as at the date of the incorporation of the Company are the Clubs listed in the Annex. For the avoidance of doubt, "Honorary Life Member" status conferred on an individual under Bye-law 5 is an honorary title only and does not confer membership of the Company on an individual or any of the rights and obligations of members.
4.3 Where any person acquires a member or there is a Change of Control, the member concerned shall cease to be a member [on written notice of the RFL].
4.4 The Board is under no obligation to serve notice within any time limit upon being notified of a potential or actual Acquisition or Change of Control and may delay in serving notice and take steps to assist the member, but such delay or assistance will not preclude its right to serve a notice of withdrawal of membership at any point in the future.
4.5 Where a member is subject to an Insolvency Event, as defined below, the member concerned shall immediately cease to be a member upon written notice from the Company.
4.6 The Board is under no obligation to serve notice within any time limit upon being notified of an Insolvency Event and may delay in serving notice and take steps to assist the member, but such delay or assistance will not preclude its right to serve a notice of withdrawal of membership at any point in the future. However, where the Company is notified or aware of an Insolvency Event, it shall be obliged to serve notice prior to the expiry of the season in which the Company is made aware of the Insolvency Event or prior to the commencement of the following season if the Company were not notified or made aware during the normal league playing season, so that the sporting sanctions shall apply to the season in which the Insolvency Event occurred or the following season if the Insolvency Event occurred other than during the normal playing season.
4.7 In the event of a member ceasing to be a member upon notice from the Company by virtue of Acquisition, Change of Control or Insolvency Event, the Board, at its absolute discretion, shall have the right to readmit the member or admit a new member as a member on any terms as it sees fit, which for the avoidance of doubt, may include financial, administrative and/or sporting sanctions. In the event of membership continuing the Board may determine that membership shall be deemed to continue to subsist as if the member had not ceased to be a member at all. The Board will from time to time set out policy for the exercise of its discretion but is not bound by such policy or precedent decided under such policy or previous policy and the Board shall be entitled to amend any policy with immediate effect.
4.8 The Board has the right (but not obligation) to stipulate in advance of an Acquisition. Change of Control or Insolvency Event, whether or not a member will be readmitted or a new member admitted in such circumstances and to stipulate what terms it will apply.
4.9 For the avoidance of doubt a Club may participate in Super League without being a member (at the discretion of SLE). However, any non-Member club which participates in any competition referred to in the Operational Rules (including but not limited to Super League) must agree to be bound by the Bye Laws and in any event will be deemed to have agreed to be so bound by its participation in the competition.
4.10 An "Insolvency Event" shall occur if
a member is a company within the meaning of section 735(1) of the Companies Act 1985 ("the 1985 Act") and any process, application or event mentioned in (i) to (v) (inclusive) below occurs in relation to the Company:
the company is deemed unable to pay its debts within the meaning of Section 123 (1)(a), (b), (c), (d), (e) or (2) of the Insolvency Act 1986 ("the 1986 Act") or becomes the subject of insolvency within the meaning of section 247(1) of the 1986 Act or otherwise;
any petition is presented or any demand under section 123(1)(a) of the 1986 Act is served on the company or an order is made or resolution passed for the winding up of the company or a notice is issued convening a meeting for the purpose of passing any such resolution;
any petition is presented for an administration order or any notice of the appointment or of intention to appoint an administrator of the company is filed in court or an administration order or interim order is made in relation to the company in each case within the meaning of the 1986 Act;
any administrative or other receiver or manager is appointed of the company or of all any part of its assets and/or undertaking within the meaning of Part III of the 1986 Act or otherwise or any other step is taken to enforce any encumbrances over all or any part of the assets and/or undertaking of the company;
any step is taken, or any negotiations are commenced, by the company or its directors, with a view to proposing any kind of composition, compromise o arrangement involving the company and any of its creditors, including but not limited to a voluntary arrangement under Part I of and/or Schedule A1 to the 1986 Act or a compromise or arrangement under Part Xiii of the 1985 Act; or
a member is not a company and any process, application or event which would be an Insolvency Event if that member were a company or which is considered by the Board in its absolute discretion to be similar to one of the events listed above occurs in relation to the owner or owners, member or members, sole trader or partners
4.11 Any person who was a director of or was concerned in the management of any member at the time at which any Insolvency Event or similar event occurred or at any time in the period of 12 months before any such Insolvency Event or similar event occurred shall not be entitled to become or to remain a director of that or any other member unless that person shall have shown good cause to the reasonable satisfaction of the Board as to his/her fitness to be such a director and no member shall engage or retain any such person as a director.
4.12 The Board shall have the right to require by written notice any member which is a Club and which his for the time being not owned by a limited company incorporated under the Companies Act 1985 as amended to as quickly as is practicable take all such steps as are within its power to become, or become owned by, such a limited company. If the relevant member shall, after such time as the Board shall deem reasonable for the purpose of incorporation, have failed to become so incorporated the Board shall be entitled to expel such Club from membership of the Company in the manner set out in 104.9 above.
4.13 Any member which is a Club intending to resign as a member of the Company may do so only with effect from the end of a Season ("the Relevant Season") and any such resignation shall only be effective if given in writing to the Chairman on or before 31 August preceding the end of the Relevant Season.
4.14 Any member which voluntarily ceases to be a member of the Company shall on demand indemnify the Company on behalf of itself and the remaining members against all losses, damages, liabilities, costs or expenses whatsoever suffered or incurred by the Company or any such member and which arise as a direct result of such cessation (including, but not limited to, loss of income or profits from any Broadcasting, sponsorship or other commercial agreement) provided always that such losses, damages, liabilities, costs or expenses can be said to have arisen solely as a result of the cessation of membership and the contracts or obligations from which such losses arose or were in existence at the date of cessation
4.15 Except in relation to membership of SLE if any Member resigns from membership or is unable to continue in the Company or is suspended or expelled from the relevant league or from membership then its playing record shall (if the Board thinks fit) be expunged and the membership of the divisions shall be decided by the Board.
5.1 There shall be the following Honorary Positions:
• Patron, who shall be the ruling Monarch from time to time;
• Life President, who shall be the Lord Derby from time to time;
• The President;
• Vice-President;
• the Life Vice-Presidents; and
• the Life Members.
• At the Council meeting prior to the AGM the Board shall nominate one candidate for consideration for the position of Vice-President. The nominated candidate will usually be the longest serving member of Council who has not already served as Vice-President or President. However, the Board, after discussion with the longest serving Council member and that year's President, may nominate someone who has served the game with distinction but who is not a current long serving Council member and who may be a, senior official from a Club or other member or friends of the Game. Council will indicate at that Council meeting if that candidate is felt appropriate. At the Annual Council Meeting, the Council will formally nominate a candidate to serve as Vice-President until the Annual Council Meeting the following year for election by a simple majority. If the candidate is not elected then the longest serving member of Council who has not already served as Vice-President or President shall be elected as Vice President automatically.
• At the AGM the Board shall nominate one candidate for consideration for the position of President. The nominated candidate will usually be the Vice President but the Board may nominate someone who has served the game with distinction but who is not a current long serving Council member and who may be a, senior official from a Club or other member or friends of the Game. The election shall be by way of simple majority.
• Any individual, Club or the Board may nominate an individual to be appointed as a Life Vice-President where that individual has provided services to the central administration of the Game. The Board shall consider the merits of the nomination, make further enquiries and if they consider the individual to have provided such services put the nomination to Council for ratification at the Annual Council Meeting.
• Any individual, Club or the Board may nominate an individual to be appointed as a Life where that individual has provided significant and substantial services (over and above those services for which he has been financially rewarded) to the Game on a wider basis than service to one Club or organisation. The Board shall consider the merits of the nomination, make further enquiries and if they consider the individual to have provided such services put the nomination to Council for ratification at the Annual Council Meeting"


text:
700 W. Wetmore at Auto Mall Drive
Tucson, AZ 85705
Enter your registered email address to request a password reset link.
Avalon Sedan
Camry Sedan
Matrix Hatchback
Camry Hybrid
Highlander Hybrid
Prius V
Prius C
Prius Plug-In
FJ Cruiser
Below you will find all of our competitively priced new Toyota cars. With a wide selection of models to choose from, we are confident that you will find a vehicle that fits your lifestyle. As a major destination for a New 2014 Toyota Camry, Tacoma, Highlander, RAV4, Tundra and many other Toyota cars in the Southwest, we are ready to assist you in any way that we can. Use our Power Toyota Search tool below to filter by make, model, year and body style, or call us to speak to a member of our knowledgeable sales team. If you cannot find the Right Toyota vehicle, please try our Car Finder tool and we'll locate it for you! We are proud to offer Toyota & Scion products in Arizona.
Now that you have browsed the Precision Toyota Scion inventory, please take a minute to view our comprehensive inventory of Used Cars in Tucson . Every used car that comes to our Tucson area Toyota dealership undergoes a detailed inspection to ensure its quality. Come visit us at 700 W Wetmore Rd, Tucson, Az 85705 and see for yourself!
Plus tax, tag and title. All costs include delivery and handling.
Want to learn more about a particular vehicle at Precision Toyota of Tucson? Check out our Vehicle Showroom, allowing you to configure your own car, truck, minivan or SUV while also learning the technical specifications and available features for each model.
"All prices plus tax, title, license and $462 doc fee"
Toyota Care - Covers normal factory scheduled service for 2 years or 25,000 miles, whichever occurs first. The new Toyota vehicle cannot be part of a rental or commercial fleet or a livery or taxi vehicle. See participating dealer for coverage details.
By providing personal information such as name, address, phone number or email address through this website, you hereby consent to receive autodialed and/or pre-recorded telemarketing calls from or on behalf of Precision Toyota of Tucson at the telephone number provided. You further understand that consent is not a condition of purchase.
Vehicle data is provided by a 3rd party. Please verify all pricing and vehicle info with dealer.

subset: commoncrawl


text:
Professional lottery software to play Swiss Lotto using more numbers for the least amount of money! With LOTTOmania you will gain an amazing ability to generate lotto systems for Swiss Lotto with a minimum winning guarantee, apply filters to reduce the number of combinations included in your wheel. This absolutely amazing product is able to download the latest Swiss Lotto results automatically - just by one click. No need to enter results by hand !
Winning Swiss Lotto lottery is not as difficult as it may seem if you follow a plan. You'll be amazed at how well this system works.
Would you like to know more? Please visit:
lottery software - features
Catch Early Bird Discount for LOTTOmania before it flies away !
Have you just installed LOTTOmania and you like it ?
You can save an additional $7 with the "Early Bird" discount.
We have taken steps to make LOTTOmania more affordable by dropping the full price of the software from 35 USD to 28 USD.
The "Early Bird" price of $28 will be available until: Tuesday - December, 23 2014
Purchase LOTTOmania and start winning the Swiss Lotto Today!
Have a hard time tracking Swiss Lotto results ?
LOTTomania will check all your tickets in one easy shot !
Learn how to save money beating only on good numbers and avoid combinations that are unlikely to be drawn.
If you are looking for a software to suggest numbers to play Swiss Lotto based on analysis of patterns of previous drawings ,
and you would like to print your numbers directly on Swiss Lotto play slips download our lotttery software - LOTTOmania now.
Swiss Lotto
winning numbers
- 01
- 13
- 15
- 20
- 24
- 37
- 05
- 03
- 24
- 29
- 30
- 36
- 40
- 04
- 06
- 07
- 12
- 25
- 41
- 42
- 02


text:
Smooth, Clean
Peruvian Organic is a coffee made from Peruvian beans
Peruvian Organic Regular Ground
Grown on small farms in Peruvian soil, enriched by volcanic earth and mountain snows, this Certified Organic coffee is smooth and clean, with a pleasing snap of acidity. This coffee is certified by Quality Certification Services and meets our exacting standards. A delicately balanced medium roast that's made from only the purest Arabica beans.
Ingredients: Organic Arabica Coffee From Peru
Unfortunately, PERUVIAN ORGANIC is being discontinued. Item is available for one-time orders only, while supplies last.
Our team of coffee experts hand-picked a recommended alternative and thinks you'll love Rainforest Organic Ground Regular, coming this Fall!
Explore our other Peruvian Organic varieties!
Temporarily available, while supplies last.
Peruvian Organic Regular Whole Bean


text:
One Book - One Community
Volunteer State Community College is providing an opportunity for the residents of Sumner County to read the same book and get together with friends, family and neighbors to discuss it. Vol State is partnering with the public libraries of Gallatin, Hendersonville, Portland, Westmoreland and White House in what is called One Book One Community. The Vol State Thigpen Library is leading the effort, which will include special events and an author visit for the selected book.
2013 Selection: The Ballad of Frankie Silver
Sharyn McCrumb's book, The Ballad of Frankie Silver is our 2013 book selection. Sharyn McCrumb will visit Sumner County on Thursday, October 24, 2013 for a free event at 7 p.m. in the Rochelle Center of the Thigpen Library on the Vol State campus at 1480 Nashville Pike in Gallatin. Everyone is invited to come find out more about the book from the author's perspective and ask questions.
About the Author
Sharyn McCrumb is the author of The Rosewood Casket, She Walks These Hills and many other acclaimed novels. Her books have been named Notable Books of the Year by the New York Times and the Los Angeles Times, and she has been honored for Outstanding Contribution to Appalachian Literature. McCrumb, who has been named as a "Virginia Women of History" for Achievement in Literature in 2008, has won an award for the Best Appalachian Novel, the Chaffin Award for Achievement in Southern Literature, the Plattner Award for Best Appalachian Short Story, and the Appalachian Writer of the Year Award. She lives and writes in the Virginia Blue Ridge, less than a hundred miles from where her family settled in 1790 in the Smoky Mountains that divide North Carolina and Tennessee
Synopsis of The Ballad of Frankie Silver
In a little mountain cemetery in Mitchell County, North Carolina stand three graves—all belonging to the same man. Behind the legend of graves is the true story of Frankie Silver, an 18-year old frontier girl, hanged for murder in Burke County North Carolina in 1833, for a crime she might not have committed. This stirring tale of mountain justice is also a study of a frontier family, and of the contrasts between the mountain South of log cabins and trappers and the flat land South of plantations.
Present-day east Tennessee Sheriff Spencer Arrowood,…is obsessed with the case of Frankie Silver, because he has just been invited to witness an execution. Twenty years ago, Spencer Arrowood, then a deputy, had apprehended a fugitive and testified at the trial that sentenced him to death. Now a letter from Riverbend, the new maximum security penitentiary in Nashville, says that Sheriff Arrowood is required to be a state's witness to the execution. He remembers that Sheriff Nelse Miller used to say, "These mountains have produced only two murder cases that make me wonder about justice: Frankie Silver and Fate Harkryder." Spencer wonders what he meant by that, and he begins to look into both cases, hoping to satisfy himself that justice was indeed done. He will find disturbing parallels between the historic frontier murder case and the sordid seventies conviction of an east Tennessee teenager.It is too late to save Frankie Silver, but what about Fate Harkryder? If the sheriff learns that the wrong man was convicted, he has little time to save him.
From http://sharynmccrumb.com/ballad_frankie_silver.html
Discussion Questions for The Ballad of Frankie Silver by Sharyn McCrumb
- Why did the author choose to tell the story from the point of view of Burgess Gaither instead of using Frankie Silver herself as narrator?
- In Frankie Silver's time, Burke County stretched all the way to the Tennessee line, with Morganton as county seat for all of it. Today the Silvers' home is located in Mitchell County (a county founded in 1861), whose county seat Bakersville is less than 10 miles from their home. Would a trial conducted by mountain people in Bakersville instead of by the planter class in Morganton have had any effect on the outcome? Why or why not?
- Twenty-seven years after the execution of Frankie Silver, the Civil War began, and North Carolina seceded from the Union. The flatland part of the state was devoutly Confederate, but the mountain part of North Carolina favored the Union. Can you see the political split between flatland and mountain foreshadowed in the circumstances of the case of Frankie Silver? Explain.
- How does the case of Fate Harkryder parallel the case of Frankie Silver? Why was it included in the novel?
- If you were defending Frankie Silver in court, how would you have handled the case and what evidence would you have presented? Why?
- How does this case change Burgess Gaither?
- Both John Sevier and Frankie Silver escaped from the Morganton jail. Find out what became of John Sevier. How do you explain the difference in their fates?
- Talk about Miss Mary. Was she born ahead of her time? What would she be like today?
- Why did Isaiah Stewart tell Frankie to die without speaking?
- Why did the governor refuse to pardon Frankie Silver even though half the original jury signed the petition requesting it?
A special thanks to our One Book, One Community partner libraries. Visit their websites for more events:
Gallatin Public Library – www2.youseemore.com/gallatinPL/
Hendersonville Public Library – www2.youseemore.com/hendersonville/
Portland Public Library – www1.youseemore.com/portland/
White House Library – www1.youseemore.com/whitehouseinn/
Westmoreland Public Library – www.westmorelandtn.com/library.htm


text:
Use keywords to find the product you are looking for.Advanced Search
Traditional Japanese Foods — Nuclear Radiation Food SafetyJapanese Ocean Currents
Eden's nori is cultivated off the west shore of Ise (ee-say) Bay in Japan, an area surrounded by National forests and mountains, known as the 'Ocean by Mountains'. Pristine mountain rivers nourish the bay creating a mineral rich environment. This area leads all of Japan in ecology movements. Development is forbidden to ensure future generations the legacy of this famous edible seaweed resource.
Nori cultivation is an intricate craft in that spore quality, water temperature, a pristine growing environment and proper drying methods are crucial to producing the best quality product. Eden's nori is cultivated in the traditional manner, using a system of woven rope nets that are tied to bamboo poles and horizontally suspended in the bay. This intricate substratum is placed in the shallow bay in late September or early October. Over the autumn, winter and early spring months, with the coming in and out of the tide, and the cooling of the water temperature, the nori spores attach to the netting and slowly develop into nori fronds or leaves. In spring the fully developed fronds are harvested at low tide by scraping the nori from the netting and taking it ashore. The nori is washed with pure water, and spread on wood frame drying screens where it is dried by hot air into thick, cake-like layers. After drying for several hours the cakes of nori are broken into smaller pieces or flakes. The nori flakes are now ready for a final drying, using the unique processing equipment called a 'steam toaster'. The steam toaster is a relatively new system, that uses hot steam to evaporate the moisture in the nori. Regular oven toasting is not able to toast as evenly as this new process. The end result is perfect, evenly toasted flakes of nori, that are so light and crispy they almost melt in your mouth.
Eden Nori Krinkles are fat and cholesterol free, and a good source of vitamin C. According to the FDA, "Low fat diets rich in fruits and vegetables (foods that are low in fat and may contain dietary fiber, Vitamin A, or Vitamin C) may reduce the risk of some types of cancer, a disease associated with many factors." Also, "Diets low in sodium may reduce the risk of hypertension or high blood pressure, a disease associated with many factors." Eden Nori Krinkles are very low in sodium (5 mg per serving). For those who use sea salt that contains low amounts of iodine, nori is an excellent source of iodine providing 70 percent of the daily value (DV).
Eden Toasted Nori Krinkles can be eaten right out of the package for a great tasting, healthy snack. Traditionally used to make quick miso soup in place of wakame, and adding directly to the bowl of soup when done without cooking. It can also be used to make sushi, as a condiment on top of cooked grains and traditional noodles with broth, and it also great on salads, vegetables and in stir fries. One popular Japanese dish called 'Ochazuke', is delicious with Nori Krinkles. Place a little cooked rice in a bowl with a small piece of Eden Umeboshi Plum or dash of Eden Wasabi (Japanese Horseradish) Powder, and add the Eden Nori Krinkles and pour hot, steeped, Eden Organic Sencha Tea over the ingredients. Garnish with chopped scallions and eat.


text:
Bathe in beauty with this classically designed bath. Revealing traditional, elegant lines, the Devonshire bath offers old-world appeal in a sleek silhouette. The heated surface warms your back and neck with adjustable temperature settings to create a soothing, spa-like environment. Lumbar supports and armrests invite you to lean back and relax, and the textured floor provides sure footing. An integrated tile flange helps protect against behind-the-wall water.
Configure and Add Required Items
There are additional items required to install this product.
Height 21-1/4"
Length 60"
Width 32"
Template & Symbol Downloads
To open these downloads you will need specific programs such as Autocad.