Gloucester and District Referees Society Limited
Constitution and Rules – 2024

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TITLE
1. Gloucester and District Referees Society Limited, hereinafter referred to as ‘the
Society’ is a company incorporated at The Registrar for Companies in England and
Wales under the Companies Act 2006 on 14 December 2016 under Company Number
10524306. The Board of Directors, hereinafter referred to as ‘the Board,’ are bound by
the Company’s Articles of Association (AA), Article 18 of which empower it to delegate
authority to an Executive Committee for the management of the Society. The Society’s
Constitution and Rules are for the direction of the Board and the Executive Committee.
Hereafter all references to articles refer to the Company’s Articles of Association.

AFFILIATION
2. The Society is an equal partner with the Bristol Referees’ Society in the
Gloucestershire Federation of Rugby Union Referees (GFRUR), through which it is a full
member of the Rugby Football Referees Union (RFRU). The Society is an associate
member of the Gloucestershire Rugby Football Union (GRFU).

OBJECTS OF THE SOCIETY
3. The objects of the Society are set out in Article 2 and in general terms are to
comply with and uphold the rules and regulations of the Constituent Body, the RFU and
World Rugby. In so doing the Society shall:
a. Provide officials, as appropriate, to those clubs, colleges and schools
paying fees to the Society, and to others who ask the Society for its services and
to matches played under exchange arrangements.
b. Assist all members to achieve their objectives within the Society.
4. In support of these aims the Society shall:
a. Recruit and appoint referees, assistant referees, coaches and performance
reviewers.
b. Assess and grade referees, assistant referees, coaches and performance
reviewers.
c. Manage the development of all members within the resources available to
the Society.

APPOINTMENT OF DIRECTORS
5. In accordance with Article 18, the number of Company Directors shall not be
fewer than four and not exceed twelve. The present Board members are the Chairman,
Vice Chairman, Company Secretary and Finance Director. A further maximum of eight
directors may be elected. In accordance with Articles 23-26, directors elected at an AGM
shall hold office for three years initially but may be re-elected annually for further one
year term if there are no nominations for a particular directorship at an AGM.

TERMINATION OF DIRECTORS’ APPOINTMENTS
6. A Director’s appointment may be terminated in accordance with Article 20.

DIRECTORS’ INDEMNITY AND INSURANCE
7. Directors are indemnified against any negligence, default, breach of duty or
breach of trust in relation to the Society and any liability incurred by the director in
connection with the activities of the Society in accordance with Article 46. The Board
may decide to purchase and maintain insurance at the expense of the Society for the
benefit of any director in respect of any relevant loss in accordance with Article 47.

BOARD MEETINGS AND DECISIONS OF THE BOARD
8. Articles 9 and 10 outline the way in which directors’ decisions are to be made and
the frequency and conditions under which Board meeting are to be held. The quorum for
a Board meeting is two. Records of such meeting are to be in writing, signed by the
Chairman and kept for a minimum of ten years. Subject to approval at an AGM,
directors, in accordance with Article 17, may make further rules: to regulate membership
of the Society, to regulate the function, role and operation of the Executive Committee;
and to set or adopt other such regulations or policies including for example child
protection policies as the Board thinks fit.

MEMBERSHIP
9. The terms and conditions of membership of the Society are set out in Articles 29
and 30. Membership is to be open to any person having an interest in the aims of the
Society who completes an application form approved by the Board and the Board
approves the application.
10. The Finance Director in consultation with the Executive Committee shall fix the
levels of membership fee to be paid by the different categories of members. A member is
one who has paid the Society’s annual subscription, except where the context indicates
otherwise. For example: Life Members and visiting officials who are granted temporary
membership. In accordance with Article 30.2, any member whose subscription fee is
more than one year in arrears shall be deemed to have resigned his/her membership of the Society.
11. Once a new member is accepted into the Society he/she shall be provided by the
Induction Officer with: Law Book; score cards; a brief on the Whistler Trophy; and
anything else the Induction Officer deems appropriate at the time.

TERMINATION OF MEMBERSHIP
12. Members are always expected to act in the best interests of the Society. In
accordance with Article 31, the Board may terminate the membership of any person or
impose any other sanction they determine to be appropriate in connection with the breach
of any condition of membership. Art 31 sets out the conditions for the Board terminating
a person’s membership should that be in the interest of the Society.
13. Under Article 31.2, a member may withdraw his/her membership by giving seven
days’ notice.
14. A member may resign at any time by advising the General Secretary. A member
who resigns shall not be entitled to any refund of subscription.
15. Complaints against members from internal or external sources shall be
investigated and resolved by the Committee with reference to the Board as necessary.
The investigation shall be conducted in accordance with the Society Referee Complaints
Procedure.
16. The Committee may offer Life Membership to any person whose contribution to
the Society, in the opinion of the Committee, merits such recognition. Life Membership
becomes effective from the date of acceptance by the person concerned.

LIABILITY OF MEMBERS
17. The liability of each member is limited to £1 in accordance with Article 4.

THE EXECUTIVE COMMITTEE
18. Directors, when their terms of office expire in accordance with Article 19, and the
members of the Society Executive Committee shall be elected at an annual general
meeting (AGM) in accordance with Art 32. A committee member may hold more than
one appointment. Directors and officers who intend to stand for election/re-election at an
AGM are to notify the Secretary 21 days before the AGM with the names of a proposer
and seconder.
19. Where two or more nominations are received for a directorship or committee
appointment, a show of hands shall be taken amongst those present at the AGM while the
nominees are not present. A secret ballot may be held if the Committee so decrees. The
nominee with the highest number of votes shall be elected. Proxy votes are outlined at
Art 41 are to be notified in writing to the Secretary one week before the AGM.
20. The Committee, whose powers are delegated by the Board in accordance with
Article 6 is to comprise the following:

Chairman
Vice Chairman
Immediate Past Chairman*
General Secretary
Finance Director
Referee Development Officer
Match Observer Development Officer
Disciplinary Officer
Members’ Representative
Appointments Secretary
Induction Officer
Recruitment and Retention Officer
Young Match Official Co-ordinator
* Only in the year immediately following the retirement of an incumbent Chairman: the
appointment shall be automatic but shall receive formal confirmation by members at the

AGM.
21. The Executive Committee is delegated powers by the Board in accordance with
Article 6 and must follow procedures based the provisions of the Articles of Association.
The Board may make rules of procedure for the Executive Committee and any sub
committee formed from time to time. The quorum for a meeting of the Executive
Committee shall be five.
22. Responsibilities of Committee members are shown in the Schedule to this
Constitution. The Committee are invested with powers, and shall exercise these powers
provided that it shall do nothing inconsistent with the Constitution and Rules or the
general policy of the Society as determined by a general meeting.
23. Any member of the Society who wishes to meet with the Committee should apply
through the Company Secretary indicating the matter to be discussed.
24. The Committee may invite a representative of any organisation to attend its
meetings.
25. The Committee may form standing or ad-hoc working groups. The functions of
each working group shall be defined by the Committee. The Chairman of the working
group shall report on its activities as required by the Committee.

26. Each Committee member should, where possible, appoint a deputy in order to
provide continuity in the absence of that Committee member. The deputy may attend
Committee meetings and, in the absence of the Committee member, will have full voting
rights. In the absence of the Appointments Secretary, another member of the Committee
is always assigned to manage referee appointments.
27. The Committee may invite other members to accept responsibility for specific
functions in support of individual Committee members. Committee members may form
sub-committees to help undertake their responsibilities. In both cases, the Committee
member responsible for the activity shall be accountable to the Committee for any
actions of a non-committee member.
28. The Committee may nominate a member to represent the Society as required. The
representative shall be guided by, and be answerable to, the Committee.
29. The Committee may co-opt members to fill any vacancy occurring on the
Committee or its working groups. Co-opted membership shall lapse at the next AGM. A
co-opted member may be elected to the Committee by the membership at an AGM or
EGM called for that specific purpose.
30. The prior agreement of the Committee is required for unplanned expenditure by a
Committee member of over £100. No other member of the Society has any power of
unplanned expenditure or commitment to expenditure.
31. The Schedule to the Constitution and Rules may be changed by the Committee as
and when required. Such changes are to be notified to members.
32. At any meeting of the Committee each member is entitled to one vote. A majority
vote on any proposal will suffice with the Chair having the casting vote in the event of
equality.

MEETINGS

Annual General Meeting
33. The AGM shall be held in accordance with Article 32 for the following purposes:
to receive a Treasurer/Finance Director’s report as to the financial position of the Society;
to receive from the Board an Annual Report on the activities of the Society since the
previous AGM; to announce the election of the Chairman, Vice Chairman, Secretary and

Treasurer/Finance Director as members of the board; to elect members of the Executive
Committee; and to transact any other business including the appointment of Life
Members (in recognition of outstanding contribution or long service to the Society in
accordance with Art 32.2.4.
34. The Chairman shall chair the AGM but other Directors shall preside if necessary
in accordance with Article 35. Attendance and speaking at an AGM are based on Article
33 but in general terms members can vote and voice their opinion on the business of the
meeting. In accordance with Article 34, the quorum at an AGM, subject to Article 37.6,
is five members present in person.
35. The Society shall hold an AGM of members on a date to be decided by the
Committee. The agenda for the AGM shall be agreed by the Committee and not less than
21 days’ notice shall be given to members.
36. In accordance with Article 27.1 any Society member may nominate another
member for the directorships of Chairman, Vice Chairman, General Secretary,
Treasurer/Finance Director or an elected director. Executive Committee nominations are
to be made in the same way by members. Nominations for Directorships and Committee
membership are to be made on the form prescribed by the Board and made available on
the Society website. Nominations are to be seconded by another member and notified to
the Company Secretary at least seven days before the AGM. The proposer or seconder
should be present at the AGM or inform the General Secretary of their absence at least
seven days in advance of the meeting. Members may nominate more than one candidate
for each post. In all cases, nominees must have declared a willingness to stand for
election.
37. The Annual Report on the activities of the Society during the previous year shall
be prepared by the Committee members with each contributing as necessary. Directors
and Committee members are to submit their sections of the Annual Report to the General
Secretary two weeks before the AGM to facilitate its collation.
38. Voting at an AGM shall be in accordance with Article 38 based on one member
one vote in a show of hands
39. Outgoing Board and Executive Committee officers are to assist their successors
by briefing them on the current issues being discussed by the Board or Executive
Committee and their roles and duties that may be outstanding. The handover should
normally be done within one month of the change of office incumbent.

Extraordinary General Meeting
40. An EGM shall be called when requested by a majority of the Committee or
following a request by not fewer than twenty members. The request, specifying the
matter to be raised, must be in writing and addressed to the Society’s General Secretary.

41. An EGM shall take place within two months of the date on which a request is
received by the General Secretary. The agenda for the EGM shall be agreed by the
Committee and must be dispatched to Society members with not less than 21 days’ notice
of the meeting.

Ordinary General Meetings
42. With the exception of the months of May, June and July, the Society will usually
meet monthly at a time and place determined by the Committee.

PRESIDENT
43. The President of the Society is an honorary appointment normally for a two-year
period. The President shall be nominated and elected by a resolution of the Board (Article
27.2). The President’s duties shall be determined by the Committee.

AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND CONSTITUTION
44. Amendments to the Articles of Association and the Constitution are to be
approved by members at an AGM or EGM, by a simple majority vote of those present.
Proposals for any amendments must be submitted in writing to the General Secretary no
fewer than 14 days before the date of the AGM/EGM.

DISSOLUTION
45. In accordance with Article 48, the Society can be dissolved by resolution of an
AGM or an EGM, and this will take effect if a simple majority of members present so
agree.
46. In the event of the Society being dissolved, the Committee shall realise the assets
of the Society and shall distribute them on the basis approved by members who
attend an EGM called to agree the disbursement of the Society’s funds and assets.

Jonathan Chatfield 19th March 2024
Company Secretary

Schedule 1

BOARD AND EXECUTIVE COMMITTEE RESPONSIBILITIES
The terms of reference in generic terms are outlined for the Board and Committee in the
following paragraphs. More specific duties can be found in the Society Operating Plan.
1. Chairman (Board Member)
– The Chairman of the Board is responsible for achieving the objects of the Society
in accordance with Article 2. In so doing he is responsible for the management of
the Society and its overall relationships with external organisations.
– Strategic and business planning.
– In alternate two-year periods, to chair the Gloucestershire Federation of Rugby
Union Referees in conjunction with the Chairman of the Bristol Referees Society
2. Vice Chairman (Board Member)
– Assist and deputise for Chairman.
– Chairman of Gradings Committee.
– Member of Appointments Committee.
– Maintenance of the Society Plan.
– Gladref co-ordinator.
– Society County Badge administrator.
– County Badge Examination Panel.
– Whistler Trophy Co-ordinator.
3. General Secretary (Board Member)
– Maintain currency of Society Constitution
– Maintain currency of the Company’s Articles of Association
– Meeting administration.
– General administration.
– GRFU Handbook.
– Liaison with outside bodies.
– Complaints policy.
– Legal matters.
– Child protection policy.
– Record members’ joining date and date of birth.
4. Treasurer/Finance Director (Board Member)
– Reporting at the AGM on the Society’s financial situation.
– Management of Society finances and accounts.
– Collection of subscriptions and fees.
– Payment of expenses.
– Budgetary planning and control.
– Sponsorship.
– Overseeing merchandising officer.
– Insurance.
– Work with other Committee members to ensure accurate record keeping for
invoice and subscriptions.
– Maintenance of the Society Inventory
5. Referee Development Officer
– Development of referees and assistant referees.
– Points of law.
– Fitness training and testing.
– Member of the Gradings Committee.
– Member of Appointments Committee.
– Training programmes, equipment and materials.
– Courses and examinations administration and training.
– Liaison with Federation on referee development.
6. Society Match Observer Development Officer
– Liaise with Society Referee Appointments Committee SW Group and Federation
on appointments for match observers.
– Liaise with Society and SW Group RDOs.
– Member of Appointments Committee.
– Administration of referee reports.
– Member of Gradings Committee
– Liaison with Federation on MO development.
– Match observer training.
7. Society Discipline Officer
– Liaison with GRFU, RFU on all disciplinary matters.
– Attendance at disciplinary hearings as necessary.
– Oversight of and giving advice on all dismissal and Referee Abuse forms.
– General discipline administration and archives.
8. Appointments Secretary
– Administration of local and exchange appointments.
– Updating ‘Who’s the Ref’ with fixtures for various competitions:
– Appointment and re-appointment of referees.
– Notification of appointments to referees and clubs.
– Oversight and liaison with the exchange, midweek and Sunday junior appointers.
– Liaison with the Federation and SW Group as necessary.
– Maintain records on ‘Who’s the Ref’ of Society member and club contact
details.
– Member of Gradings Committee.
– Member of Appointments Committee.
9. Members’ Representative
– Represent members’ views and concerns to the Committee.
– Assist with the induction process of new members.
– Member of Appointments Committee.
– Member of Gradings Committee.
– RFU Annual Lottery – sale of tickets.
10. Young Match Official Coordinator
– Recruitment, induction and retention of young match officials.
– Assist with the training and development of YMO in conjunction with RDO.
11. Induction Officer
– To ensure new members are inducted into the Society efficiently.
– To assist new members with preparation for their first game.
– To provide ad hoc training to ab initio members in conjunction with RDO.
– To liaise closely with the Recruitment Officer and RDO to ensure new members
are provided with the necessary information and training.
12. Recruitment and Retention Officer
– To recruit new members and retain present members.
– To liaise with the General Secretary, Induction Officer, YMO Coordinator (where
applicable), Finance Director, Appointments Secretary and RDO regarding new
members.
– Initial administration of new members.
– Publicity and advertising as necessary to promote Society.
– Oversee any member’s rewards scheme.
– To oversee Society schemes for new referees and to aid retention.