With the dust barely settled after another enthralling Army Navy weekend, I write with exciting news with regards to the ongoing development of Royal Navy Rugby Management and Governance. When I took over as Chairman I inherited a Management structure, comprising an Executive Committee and a relatively new Board of Trustees. The Committee has recently grown from 8 to 10 members with the inclusion of Lieutenant Mike Wells as Treasurer and Commander Andy Coles as the Referee Member, in recognition of the need to tackle the thorny issue of recruiting and retaining appropriate numbers of officials to allow us to grow our rugby output. The requirement for this latter appointment will be assessed in 12/18 months. Over the last few months, the Board of Trustees have been focused on ensuring the RNRU is governed in strict accordance with modern legislation. Work is in hand to better understand which of our activities are ‘charitable’ in accordance with Charity Commission guidelines and which activities should be moved under the umbrella of a Trading Company - this is work in progress and I’ll update you further once we have settled on a clear way ahead. The final, critical element of our ongoing professionalisation is incorporation, and it is this that I wish to update you on in detail.
What is incorporation? The process of legally declaring a corporate identity as separate from its owners.
Why do we need to incorporate? The RNRU is currently an unincorporated charitable trust and in its current form does not comply with regulations as laid down by the Charity Commission. Whilst not in breach, the RNRU has had to refresh its objectives and constitution to bring it in to line with modern legislation. One of the most important legal benefits is the safeguarding of personal assets against the claims of creditors and lawsuits.
What does Incorporation entail? The RNRU will form a new Charitable Company, limited by guarantee, to take over the assets, liabilities and undertakings of the RNRU. Our current Constitution will be replaced by a new set of ‘Articles of Association’, which reflect the current Charity Commission legislation, but also meet the Charitable Objectives of the RNRU, which are:
- Promoting the physical efficiency of members of the Naval Service by providing facilities and other encouragement for all ranks thereof to participate in the game of rugby football,
- Making grants for charitable purposes that benefit either directly or indirectly members both past and present of the Naval Service, and
- Promoting amateur sport for the benefit of the public in particular by encouraging the participation of young people in the game of rugby football.
What’s in the ‘Articles of Association’? The Articles define the responsibilities and powers of the Trustees, both as Directors and Members of the Company, but critically they delegate day to day management of RNRU business to the Executive Committee. The new Articles also provide a framework within which the recently developed Business Operating Model is nested. Policy guidelines, Rules and Regulations that hitherto were contained within the RNRU Constitution and Bye-Laws are now contained within the Business Operating Model, which continues to be available on the RNRU website.
So what has actually changed? Mostly legal stuff and terminology! Devonport Services and United Services Portsmouth, along with all ships, units and establishments of the RN/RM will be termed “Member Clubs” of the newly formed Company, but will no longer be “Members” of the Company per se (in accordance with Charity Commission regulations). The only “Members” of the new Company will be those who sit on the board of Trustees - effectively Company Directors. [Note: the Board of Trustees comprises 8 Trustees, 3 of which are ex-officio members of the Executive Committee]. The Directors (Board of Trustees) will meet twice a year in order to maintain strategic direction for, and oversight of, the charity’s business as managed by the Executive Committee. In accordance with the Articles, the Directors will invite the Member Clubs to an annual meeting (to be known as the Annual Member Club Meeting - formerly the Annual General Meeting) to receive their annual reports and accounts. Critically this is the forum where changes to Bye-Laws (both on and off-field) contained within the Business Operating Model will be proposed/amended (in accordance with current practice). So critically, as well as keeping you abreast of developments with thin the RNRU at this meeting, you will still have a say as to how the business of rugby is conducted and hold the Trustees to account!
Are there any other dependencies? The RNRU, as well as being a registered charity is also a Constituent Body (CB) of the Rugby Football Union and of course remains part of the Royal Navy. It is therefore charged with the management, administration and development of the game of rugby union within the Royal Navy, in accordance with service regulations and traditions, as well as compliance with the regulatory requirements of the RFU. The RNRU is responsible to the RFU for the proper compliance by all RN/RM Clubs with any laws and regulations made from time to time by the RFU. Any powers delegated by the RFU to Constituent Bodies are exercised on behalf of the Royal Navy and Royal Marines by the RNRU. All clubs administered by the RNRU are bound by the Rules and Regulations of the RFU, the Laws of the Game and the IRB Regulations relating to the Game and that any breach thereof shall be a breach of the Rules of the RNRU and shall be dealt with under the powers contained in its rules in accordance with powers which have been delegated to it by the RFU. The RNRU is also responsible to CNPD for the proper application of the Service regulations relating to the administration of sport as they affect rugby union within the Royal Navy and Royal Marines.
So what is the next step? The Incorporation paperwork has been prepared, but before it can be formally submitted, the current members of the RNRU Charitable Trust (that’s all ships, units and establishments) need to be consulted and agree transfer to the new Charitable Company; in effect the new Articles of Association need to be ratified. It is our intention to do this formally at a Special General Meeting (SGM) in the Lecture Theatre, HMS TEMERAIRE at 1400 on Friday 10 July 2015 after which the papers can be submitted for incorporation to occur on 1 September 2015 (in line with the start of our new financial year). A minimum of 15 voting members will be necessary to constitute a legal quorum, however we would wish to see as many ships, units and establishment’s represented as possible. We have set up links to the new Articles of Association and the updated Business Operating Model on the RNRU website so that you can read into the paperwork prior to the SGM. The SGM will be followed by a RNRU BBQ at Mountbatten House, for which separate instructions will be issued.
I acknowledge that for many this may sound complicated and unnecessary; but I stress that there is nothing Machiavellian at play here - I urge you to come along to the SGM, where all will be explained and you will have an opportunity to ask questions. I look forward to seeing as many of you there as possible.
Colonel Ewen Murchison DSO MBE
Chairman, Royal Navy Rugby Union