SCOTTISH RUGBY UNION Minute of Annual General Meeting of the Scottish Rugby Union, held in the Edinburgh Conference Centre, Heriot Watt University, on Saturday 16 August 2014 at 10.30am Present

D A D Macleod (President) in the Chair I T Rankin (Vice President), P G Laverie, D Ward, J Steele, I Barr, J Littlefair, J S Stevenson, W M McMutrie, A Brown, G T Kerr, M E Monro, F J B Neil, B K Thompson, D Bradbury, R Lynch (Members of Scottish Rugby Council), E A Crozier (co-opted member of Scottish Rugby Council) Sir Moir Lockhead, L Thomson, M Dodson (Chief Executive), A P Healy (Finance Director), D McKay (Director of Commercial Operations, Communications & Public Affairs) (Members of Scottish Rugby Board) F C H McLeod, J H R Wright, R G Young, B Duffy, W G Dixon, A R Irvine, G W Jack and A J M Lawson (Past Presidents) R Howat (Secretary), C Thomson (Director of Rugby Operations), S Johnson (Director of Rugby), G A Ireland (Head of Regulation), R G McGhee (Regulatory and Technical Executive), D Struth (Commercial Solicitor), G Law (Senior Corporate Affairs and Stakeholder Manager), N Bombrys (Managing Director, Glasgow Warriors), N Rennie (Head of Clubs and Schools), V Cotter (National Coach), G P J Townsend (Head Coach, Glasgow Warriors), A Solomons (Head Coach, Edinburgh Rugby), C Paterson (Scottish Rugby Ambassador), S Lineen (Head of International Age Grade and Women’s Coaching) Club, Associate Body and Associate Club area representatives comprising 134 individuals. There were also in attendance: E Kennedy, G Tosh (Vice Presidential candidates); G Scott (Council Member elect); A Rae (Championship Committee Convenor); representatives of the auditors and members of the press.

Distributed for Meeting

- Notice calling the AGM dated 24 July 2014 including Agenda, Motions and proposed ByeLaws and Election Rules indicating changes being proposed - Note on procedure at AGM - Minutes of 2013 AGM - Scottish Rugby Annual Report - The 2014 Financial Statements (extracted from the Annual Report) - The 2013/14 Championship Report

Apologies for Absence

J Jeffrey, A Ferguson (co-opted members of Scottish Rugby Council), G B Masson, J B Steven, G K Smith, Dr I M Todd, I H P Laughland, A M Hosie (Past Presidents); I McLauchlan, C S Grassie (Board Members); Prof L D Crerar (Discipline Panel Chairman); Clubs Annan, Dunbar, Ellon, Harris Academy FP, Highland, Langholm, Police Scotland Glasgow, Preston Lodge; SRU Schools Division.

Welcome and Opening Comments

The President welcomed all present to the Meeting and especially Boroughmuir as the 2014 AGM marked the 75th anniversary of their admission as a full member club of the Union. The President confirmed that the meeting was quorate, there being present more than one third of the total members or representatives entitled to attend and vote. The President invited the Secretary to intimate any apologies, which were as noted above. The President paid tribute to absent friends, in particular remembering the 30 Scottish International players who were lost in the First World War in this the centenary of the

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declaration of war and those from the Scottish Rugby family who were lost during the year, including Past President Derek Brown, former SRU Honorary Librarian John Davidson and former Intarnationalist and Hall of Fame inductee Hugh McLeod. Club Representatives

The President intimated that all club representatives present must be members of the club which they represented.

Notice calling the Meeting

The President referred to the Notice calling the Meeting dated 24 July 2014, which is filed with this Minute, and proposed that it be taken as read.

Minutes

The Minutes of the previous General Meeting (held on 22 June 2013), copies of which had been distributed prior to the meeting, were unanimously approved, being proposed by the President and seconded by J Ryan, Hamilton, and thereafter signed by the President.

President's Report

The President commended the Executive for achieving significant improvements in Scottish Rugby’s financial security for the foreseeable future as a result of the new sponsorship agreement with the BT Group and the continuing support of long standing sponsors. He also commended the role of the Executive in helping to secure the future of professional club rugby in Europe. He stressed the importance of the new ‘Way Forward’ initiatives for Clubs, Academies, Youth and Schools Rugby, Women’s Rugby, Coaching and Match Officials which would form the agenda for the year ahead. He urged clubs to take advantage of the opportunities available to them including the RBS Rugby Sustainability workshops, Positive Coaching Scotland supported by Rugby Ready and the IRB First Aid and Scrumcaps courses to enhance player safety. He welcomed the new pitch at Murrayfield and looked forward to Scotland playing the first full international match on an artificial pitch at Kilmarnock’s Rugby Park. He paid tribute to the many hard working club officials, coaches, volunteers and local sponsors who had contributed to an exciting season of club rugby. The President congratulated the league and cup winners across the men’s and women’s leagues, youth and schools and those honoured at the Club Awards Dinner. He looked forward to improving results for the international squads and professional teams, making particular referenece to the achievements of the Scotland squad in winning three out of four matches on the summer tour and Glasgow Warriors in reaching the final of the RaboDirect Pro12. He urged clubs to contribute to the Scottish Rugby Roll of Honour which would be placed in Scotland’s National War Memorial at Edinburgh Castle. He made reference to the ongoing governance review, which would take a major step forward at this AGM. Finally, he closed by thanking the staff at Murrayfield, the Board and Council members and in particular his Vice President, Ian Rankin, for all their support during his year of office.

Scottish Rugby Update

The Board Chairman, Sir Moir Lockhead, referred to the policy initiatives which had been unveiled and the transformational new funding package which would ensure that these could be progressed. He paid tribute to the work of those who had achieved this, to main sponsor BT and to the family of sponsors who would help to bring the policy programme to life. The Chairman advised that club funding had increased by 16% and would continue to increase, while the debt had been reduced by a further million pounds.

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The Chairman welcomed the appointment of Lesley Thomson as a Non-Executive Director and Dominic McKay and Andrew Healy as Executive Directors. He congratulated the executive team for successfully negotiating, with all of the other parties invovled, a deal which maintained professional European competition in good health and thanked Dr James Robson and his medical team for ensuring the safety and well-being of players and driving forward initiatives which safeguard the sport around the world. The President then invited M Dodson (Chief Executive) to present his report. M Dodson provided a comprehensive report covering a review of the previous 12 months. Key points noted in the review included: •

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A mixed year on the pitch but a significant improvement in off-field performance which would financially underpin the development of the game in Scotland for the foreseeable future; A blueprint for change which had been set in motion to revolutionise rugby across the nation; Income at a record level of over £40m, with debt reduced by £4.2m in the last 3 years; Club funding increased by over £400k; Attendance doubled at Glasgow Warriors; The largest ever sponsorship deal in Scottish sporting history secured; A new world class surface installed at Murrayfield; Strong Scottish future in European rugby secured for the next 8 years; and Still much to do – Edinburgh needing to deliver on the pitch; national team needing to win consistently and facilities across the country needed to be improved.

M Dodson then outlined in more detail the strategic policy programmes which would form the basis of the work in the year ahead: •

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Schools and Youth – Further development of the Schools of Rugby programme with an increase from 26 to 40 schools and an increase in annual investment of over £500k. Revisions to the format of the Brewin Dolphin Cup. Clubs – Introduction of a Club Sustainability Fund, with a commitment to an investment of £1.6m spread evenly across the next 4 years. Expected £100k saving in interest payments invested in further transport subsidy for clubs. Further investment in Premiership clubs to close gap between our top domestic tier and those of other Unions. A decision by the English clubs to move the dates of the B&I Cup forcing Scottish Rugby’s withdrawal from the competition as it cut across key parts of the league structure, though the £125k allocated to the Premiership for the B&I Cup would remain available for the Premiership clubs. Overall anticipated increase in club support from £2.25m to almost £3m in coming year. SRU/BT Academies – First of four new Academies to open in Aberdeen shortly, with further three - in Glasgow, Edinburgh and the Borders - in the next 12 months. £1.2m investment per annum in these Academies. Women’s Rugby – Women’s game being restructured from the bottom up, with technical expertise from the men’s game and the recruitment of Sheila Begbie as Head of Women’s and Girls’ Rugby. Refereeing – Dave Pearson recruited to joing Tappe Henning in developing referees at the top end, with the ambition of getting a referee on the internatiomnal panel. Appointment of Mike Adamson to IRB World Sevens series a very encouraging sign and well deserved.

M Dodson then gave a resume of the performances of the representative and professional teams, an update on the increased exposure through new broadcasting deals and a summary of the financial statements for 2013/14 (13 month period), the key points of which were: Minute of 2014 Scottish Rugby Union AGM

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• • • • • • • •

A surplus of £860,000; Turnover of £43.7m; Club support and development up 16% to £2.25m; Investment in community and performance rugby increased from £4.7m to £5m; Investment in international and professional rugby increased to £23.6m; Interest costs down from £0.9m to £0.7m, with the saving re-invested in the club game; Capital expenditure £1.6m, mainly due to the pitch replacement at Murrayfield; Average borrowings down from £11.1m to £10.2m

M Dodson gave an update on the crackdown on referee abuse, with 29 misconduct cases successfully prosecuted, an increase from only 3 the previous season, and an increase in the sanctions for offenders. The use of enhanced sanctions would continue in 2014/15. Finally, M Dodson concluded by looking forward to a new era for Scottish Rugby in partnership with new partner BT. Adoption of the Financial Statements for year ended 31 May 2014

The President presented the Financial Statements for year ending 31 May 2014 and invited any questions on these or any of the topics raised in the Chairman and Chief Executive’s presentations. Two questions had been submitted in advance: Cumbernauld RFC: “As Scottish clubs no longer participate in the British and Irish cup competition will the monies contributed to participating clubs now be redistributed evenly throughout the club game?” The President advised that the answer to this question had been covered in M Dodson’s speech. Moray House RFC: “What is the situation regarding the Motion unanimously passed at the 2011 AGM “that a museum should be incorporated within the West Stand at Murrayfield?” The President invited R Howat, Secretary, to respond to this question. R Howat said that any museum project must meet the commitment previously made to the AGM and the Board were determined to do this. The Board was working with architects looking at the whole Murrayfield estate with a view to creating a permanent integrated facility including retail and ticket sales. There were many related issues including the tram line, flood prevention scheme, operational match day needs and the ice rink, but the plan would be refined over the coming months and more information would be provided in the course of the year ahead. G Russell (Moray House) said that the Chairman had met with him and had said that the museum would be built within 5 years. They were both running out of time. He asked whether the Museum Working Party would be reinstituted. The Chairman said that he could see no reason why not and confirmed that it would be. The President invited other questions. C Rigby (Stewart’s Melville FP) congratulated everyone at BT Murrayfield on the increased revenue generation and noted that there had been a ‘top-down’ approach to growing the game. He asked what the allocation of funds would be further down the league structure below the Premiership? M Dodson responded that the funding for the Premiership was dealt with separately but there was an allocation of £400k for clubs below the Premiership. J McLaren (Cumbernauld) compared the level of funding to Premiership clubs with that to clubs below the Premiership and asked how the lower clubs were expected to compete? M Dodson responded that it was essential to prepare the Premiership clubs for semiprofessionalism to create a tier where players could step up to the professional game.

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B Verth (North Berwick) asked whether the Club Facilities Fund would continue? M Dodson said that this would be replaced by the Club Sustainability Fund but the process would be as simple as possible and clubs were encouraged to apply for Sportsmatch funding from local authorities which could double the income. P Fensom (Linlithgow) asked what the timescales were for development of the Women’s game. M Dodson replied that this was not defined as yet as S Begbie had stated that there was no point in trying to mend what was currently in place; it was necessary to start from scratch. K Wallace (Haddington) asked whether a review had been carried out of the 6 Nations performance. M Dodson confirmed that a review had been carried out and acknowledged that the 6 Nations had been disappointing. He stressed the need to get consistently better and he expected an improved performance in 2015. There being no further questions, the President moved adoption of the Financial Statements. N Anderson, Kelso, seconded their adoption and they were duly adopted. Motions and Amendments

The President pointed out that during discussion on any Motion or Amendment, the Motion or Amendment would require to stand or fall as put and could not be amended for discrepancies or otherwise at the Meeting.

Majority

The President pointed out that a simple majority of those voting was required for Motions and Amendments to succeed, other than in the case of Bye-Law changes or a special directions as to Finance (where a vote of two thirds of those present and entitled to vote was required). All of the Motions being proposed to the meeting involved changes to the Bye-Laws, and therefore would require two-thirds majorities.

Motions

The President advised that all the Motions were being proposed by the Board and Council with no Amendments received. They reflected the work of the Governance Review Panel and followed on from the Panel’s report which was available on the website. He asked R Howat to introduce the Motions. R Howat advised that the Board and Council had asked that a limited review of some elements of the Bye-Laws and Election Rules be carried out. A particular concern had been the turnover of Council and Board representatives. The full rationale for the proposed changes was contained in the Governance Review Panel Report. R Howat added that there were two other topics which the Panel had concluded needed further consultation, namely the role and length of the terms of office of the President and Vice-President and the electoral constituencies from which Council members were elected. A consultation on each of these would be conducted in the course of the coming season. The President advised that Motion 1 incorporated all the proposed changes into the ByeLaws. If it was approved then Motions 2 to 13 would be withdrawn.

Motion 1 : Adoption of ByeLaws of the Scottish Rugby Union

The President proposed that the Motion be taken as read and invited questions.

Motions 2-13 :

The President advised that as Motion 1 had been carried Motions 2-13 were unnecessary and were withdrawn.

Motion 14: Changes to Articles of Association

The President proposed that the Motion be taken as read and invited questions.

There being no questions or comments the President moved that a vote be taken. The Secretary called for a vote on the Motion. The Motion was carried unanimously.

There being no questions or comments the President moved that a vote be taken. The Secretary called for a vote on the Motion. The Motion was carried unanimously.

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Motion 15(i): Election Rules

The President proposed that the Motion be taken as read and invited questions. There being no questions or comments the President moved that a vote be taken. The Secretary called for a vote on the Motion. The Motion was carried unanimously.

Motion 15(ii - v): Election Rules

The President proposed that the Motion be taken as read and invited questions. There being no questions or comments the President moved that a vote be taken. The Secretary called for a vote on the Motion. The Motion was carried unanimously.

Championship Report for Season 2013/14

The Chairman invited A Rae, Championship Convenor, to present the Championship Report. A Rae proposed that the Championship Report be taken as read. He congratulated the successfiul clubs and urged all clubs to familiarise themselves with the rules prior to the start of the season. He encouraged clubs to engage with their Championship Committee or Regional Competitions Committee representatives. He concluded by thanking the Murrayfield staff and all the volunteers who gave up their time to serve on the Championship and Regional Competitions Committees. The President moved adoption of the report. D Burns, Kirkcaldy, seconded its adoption and the report was duly approved.

Election of Members of Council for 2014/15

The Secretary advised that the following representatives had been elected to serve on the Council:

Election of Vice President for 2014/15

The Secretary advised that three nominations had been received for the position of Vice President – E A Crozier (Cartha Queens Park), E Kennedy (Watsonians) and G Tosh (Dundee HSFP).

Premier Division – P G Laverie (Ayr) re-elected for 3 year term 2014/17 National Division 1 – D Ward (Biggar) re-elected for 3 year term 2014/17 National Division 2 – G Scott (Whitecraigs) elected for 3 year term 2014/17 National Division 3 – I Barr (Lasswade) re-elected for 3 year term 2014/17

The President called for a vote and the voting was as follows: On the first round of voting the following votes were cast: E A Crozier 72 E Kennedy 52 G Tosh 23 There being no candidate with a clear majority, G Tosh, as the candidate with the fewest number of votes, was eliminated and a second round of voting was called for. On the second round the following votes were cast: E A Crozier 77 E Kennedy 70 The President therefore announced that E A Crozier had been duly elected to serve as Vice President for season 2014/15. Election of President for 2014/15

The President invited the meeting to approve the appointment of I T Rankin (Dundee HSFP) as President. The meeting approved the appointment by acclamation and I T Rankin was therefore duly elected to serve as President for season 2014/15.

Applications for admission to Full

The Secretary intimated that there had been no applications for full membership.

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Membership Any Other Business

The Chairman invited intimation of any other competent business. J McLaren (Cumbernauld) said that at the previous AGM clubs had asked about the possibility of moving the AGM around the country and asked if the Board would re-consider this proposal? M Dodson agreed that this matter would be re-considered by the Board. P Bon (Livingston) asked whether there was any update on the position of Director of Domestic Rugby? M Dodson advised that the search was in its concluding phase and he hoped to be able to report back by the end of September. T M O’Reilly (Orkney) noted that the numbers attending the AGM since the move away from Murrayfield had dropped significantly and questioned the wisdom of the move? T M O’Reilly’s point was duly noted.

Closing Remarks

The Chairman invited the new President I T Rankin to address the meeting. I T Rankin said that the meeting had taken him back to his playing and coaching days which had been a very special time for him. He welcomed the attendance of the National and Professional Team coaches at the AGM. He congratulated EA Crozier on his election as VicePresident, saying that the clubs were at the top of of his agenda. He thanked the unsuccessful candidates E Kennedy and G Tosh for their contributions to the debate. I T Rankin then paid tribute to the outgoing President D A D Macleod, who had thrown himself into the role with remarkable energy and who had represented Scottish Rugby very well at all events. He thanked D A D Macleod and made a presentation to him in recognition of his service. The Meeting, which had commenced at 10.30am, closed at 12.30pm with a vote of thanks to the Chair.

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