The Club Constitution 2023

Bude and North Cornwall Golf Club Ltd will be adopting the updated constitution if voted for by its members on Thursday 30th March 2023.

ARTICLES of ASSOCIATION

(2023 Edition)

 INDEX TO THE ARTICLES

PART 1

INTRODUCTION AND LIMITED LIABILITY

  1. Introduction
  2. Limited liability

PART 2

OBJECTS AND C.A.S.C. REGISTRATION

  1. Objects
  2. CASC registration

PART 3

MEMBERS

  1. Becoming a member
  2. Categories of members
  3. Transfer between categories
  4. Temporary members and guests
  5. Waiting lists
  6. Rights and obligations of members
  7. Ceasing to be a member
  8. Honorary members

PART 4

MANAGEMENT

OFFICERS

  1. Officers

COMMITTEE

  1. Committee
  2. General powers of the committee
  3. Election of Officers and Committee
  4. Retirement of committee members

 

POWERS OF THE COMMITTEE

  1. Vacancies
  2. Regulations
  3. Sub-committees

SECTIONS AND SOCIETIES

  1. Sections
  2. Societies

PART 5

GENERAL MEETINGS

  1. Annual general meeting
  2. Special general meetings
  3. Notice
  4. Quorum
  5. Chair at General Meetings
  6. Voting and ballots
  7. Adjournment

PART 6

ADMINISTRATIVE ARRANGEMENTS

COMMUNICATION WITH MEMBERS

  1. Means of communication

ACCOUNTS AND AUDIT

  1. Accounts
  2. Audit

PART 7

COMMITTEE MEETINGS

  1. Convening a meeting
  2. Participation
  3. Quorum
  4. Powers
  5. Chair
  6. Voting
  7. Minutes

PART 8

ALTERATION OF RULES

  1. Alteration of Articles
  2. Alteration of Regulations

PART 9

DISSOLUTION

  1. Voting Members’ guarantee
  2. Distribution of surplus assets

Bude and North Cornwall Golf Club Ltd

ARTICLES of ASSOCIATION

(2023 Edition)

 PART 1

INTRODUCTION and LIMITED LIABILITY

 Introduction

1.1 The name of the Company is “Bude and North Cornwall Golf Club Ltd” (the Company).

1.2 These are the Articles of Association of the Company.

1.3 The Company owns and manages the assets of the Bude & North Cornwall Golf Club (the Club).

1.4 Additional regulations and policies for the Club are contained in Regulations made under the Articles (the Regulations).

1.5 The Rules of the Club (the Rules) which bind all members consist of these Articles together with the Regulations.

Limited Liability

2.1 Only Voting Members of the Club are members of the Company for the purposes of section 112 of the Companies Act 2006.

2.2 Voting Members are the members of the categories of membership which have the right to vote at General Meetings.

2.3 The liability of Voting Members is limited to a guarantee of £1 per head.

PART 2

OBJECTS and CASC REGISTRATION

Objects

3.1 The Objects of the Company and of the Club are to provide facilities for and to encourage participation in the sport of amateur golf in Bude

3.2 Other Objects are set out in the Company’s Memorandum of Association.

3.3 The Club may provide facilities and services for members and others directly or through a wholly owned trading subsidiary.

3.4 The Club will affiliate to and support the governing bodies of amateur golf in England and in Cornwall.

CASC Registration

4.1 The Club is a registered Community Amateur Sports Club (CASC).   This confers tax benefits but imposes conditions which include the following:

4.2 Membership of the Club must be open to all.

4.3 Surpluses must not be distributed to individual members but must be used for the benefit of the Club as whole.

4.4 On winding up or dissolution any surplus after payment of all debts and liabilities must not be paid or distributed between members but must be given or applied to the governing body for Amateur Golf in England for use in related Community Sports or to another registered CASC with similar sporting purposes or to another club which is a registered charity with similar sporting purposes.

4.5 Each member of the Committee must be a “fit and proper person”.

4.6 The Club must meet the financial conditions for CASC registration.

PART 3

MEMBERSHIP

Becoming a member

5.1 Membership of the Club is open, on application, to any individual interested in golf regardless of sex, age, disability, ethnicity, nationality, sexual orientation, gender identity, religion or other beliefs.

5.2 The Committee may set up procedures for the admission to membership of corporate bodies, business partnerships or unincorporated associations and may prescribe the rights attached to such memberships.  A corporate member, if a Voting member, is entitled to only one vote at a General Meeting.

5.3 Applicants for membership must complete an application form as required by the Committee.

5.4 The Committee has power to refuse an application for membership for good reason related to the applicant’s character or conduct which might bring the Club or the sport of golf into disrepute or if the applicant is known to have been expelled from membership of another golf club.

5.5 Regulations must provide an appeal procedure for an applicant refused membership.

Categories of members

6.1 The Committee may establish categories of membership on a non-discriminatory basis and may set the subscriptions payable for each category and may define and vary their rights.   An existing right to vote must not be arbitrarily withdrawn.

6.2 Categories for playing members must include at least one which satisfies the affordability conditions required for registration as a CASC.

6.3 The number of non-voting members must not be more than 50% of the total membership.

6.4 The number of non-playing members must not be more than 50% of the total membership.

Transfer between categories

7.1 Provided it doesn’t cause a breach of a relevant 50% condition a member in one category of membership has the right at their next subscription renewal date to transfer to another category for which they are eligible.      A transferring member who has been a playing member for at least a year may be given priority if there is a waiting list.

Temporary members and Guests

8.1 The Committee may admit any individual (other than someone who has been expelled from membership) as a temporary member of the Club for a continuous period of not more than 30 days upon payment of such green fee or other fee as the Committee may from time to time prescribe.    Temporary members do not have the right to notice of or to attend or vote at general meetings.

8.2 The Committee may limit the number of days in a twelve-month period on which any individual may be a temporary member.

8.3 Members of the Club may introduce guests on such terms as the Committee may from time to time think fit and subject to such fees and to the provision of such particulars as the Committee may require.   Guests must be accompanied by the introducing member.    A person who has been expelled from membership of the Club must not be introduced as a guest.

8.4 The Committee may limit the number of guests a member may introduce at the same time and may limit the number of times the same individual may be introduced as a guest.

Waiting Lists

9.1 For good reason the Committee may temporarily limit the numbers of members in any category and may establish waiting lists.    Applicants on a waiting list must be considered on a first-come-first-served basis.     No priority may be given, for example, to elite golfers or to family and associates of existing members.   But an existing member of the Club transferring between categories, or a former member, may be given priority.

Rights and obligations of members

10.1 Members are bound by these Articles and Regulations made under them which together constitute the Rules of the Club.

10.2 Subscriptions are due on the first day of the subscription year.

10.3 On payment of their subscription a member is entitled to use and enjoy, in common with others, all the premises and facilities available to members to the extent and on the days and at the times defined for their category of membership.

10.4 If any part of a member’s subscription is overdue then their right to attend and vote at general meetings is suspended until payments are up to date, or until a payment plan has been agreed by the Committee, and during that suspension they must not enter or play in any club competitions or use the course or clubhouse.

10.5 The Committee may temporarily close or restrict access to the course or the clubhouse or other facilities in the interests of safety or for repairs or renovations or for the staging of Open days or other special occasions

Ceasing to be a member

11.1 A member whose subscription is more than six months overdue will be deemed to have resigned unless the Committee decides otherwise.

11.2 Membership is not transferable and ceases immediately on death, or in the case of a corporate member, on dissolution.

11.3 A member may withdraw from membership by giving written notice to the Committee and will cease to be a member at the end of the current subscription year.

11.4 A member may only have their membership withdrawn for good reason and in accordance with the procedure set out in Regulations made under the Rules.   Such Regulations must include the right to a hearing and a right of appeal.

11.5 Any person ceasing to be a member has no right to the return of any part of their subscription unless the Committee exceptionally decides otherwise.

Honorary Members

12.1 The Committee may nominate any person who has given exceptional service to the Club, or to amateur golf, as an honorary member of the Club for a specified period or for life.    If the nomination is approved by ordinary resolution of a General Meeting the honorary member will be entitled to the privileges of membership, other than the right to vote or to participate in management, without payment of a subscription during the specified period or as the case may be for life.

PART 4

MANAGEMENT

Officers

13.1 There are six elected Officers of the Club.   These are the President, the Men’s Captain, the Women’s Captain, the Honorary Treasurer, the Men’s Vice-Captain and the Women’s Vice-Captain.

13.2 Either of the Men’s Captain or the Women’s Captain, or exceptionally some other person, may by ordinary resolution of an AGM, or subsequently by resolution of the Committee, be designated as the “Club Captain” and may use that title during their period of office.

13.3 All of the elected Officers except the Honorary Treasurer are elected at the AGM for one year.   They remain in office until the conclusion of the next following AGM.   They are not normally eligible for immediate re-election to the same office, unless in exceptional circumstances the Committee resolves that to be in the best interest of the Club.

13.4 The Honorary Treasurer is elected at the AGM for a period of three years and is then eligible for re-election.

Committee (the Company Directors)

14.1 The Committee comprises at least five, and at most ten, individuals being:

Not more than three Ex Officio members (officers elected at the AGM for one year)

Not more than six Elected members (elected at the AGM for three years)

One Appointed member (the General Manager if approved by the Committee).

14.2 The three Ex Officio members are normally:

The Men’s Captain

The Women’s Captain and

The Honorary Treasurer.

14.3 If either of the Men’s Captain or the Women’s Captain wishes to be excused service on the Committee then the Committee should normally co-opt their Vice-Captain to fill the vacancy on the Committee.        If there is no such Vice-Captain willing to serve then the Committee may, but need not, by simple resolution co-opt any Voting Member from the relevant Section to fill the vacancy.

14.4 The General Manager of the Club shall be the Appointed member of the Committee if and so long as that is approved by the Committee.   The Committee may withdraw such     approval by simple resolution at any time.

14.5 The Elected Members are elected at the AGM for a three-year term after which they are eligible for re-election.

14.6 All Officers and Committee members, except the General Manager, are unpaid

14.7 The President is not a voting member of the Committee or a Director of the Company but has the right, if they wish, to have notice of and to attend and speak at all Committee meetings.

14.8 The Men’s Vice-Captain and the Women’s Vice-Captain are not members of the Committee unless they are also an Elected Member or are co-opted to fill a vacancy.

14.9 The Men’s Vice-Captain and the Women’s Vice-Captain are entitled to have notice of and to attend and speak, but not to vote, at Committee meetings held during the last three months of their year of office, or earlier by invitation.

Powers of the Committee

15.1 The members of the Committee are the Directors of the Company.

15.2 The Club’s employed General Manager (if any) is the secretary to the Committee and is the Company Secretary for the purposes of the Companies Act 2006.   If there is no General Manager the Committee may appoint one of their number to be the Company Secretary.

15.3 The Committee is responsible for managing the Club, for which purpose they may exercise all the powers of the Company, with two exceptions:

15.4 One exception is that they must not do anything which by law or under the Rules can only be done by the members at a General Meeting.

15.5 The other exception is that the Committee must take, or must not take, a specified action if so directed by Special Resolution of a General Meeting.

15.6 A Special Resolution is a resolution passed by a majority of at least three quarters of those voting on it.

15.7 Any such resolution does not invalidate anything which the Committee has done before it was passed.

15.8 The Committee also has power pursuant to an ordinary resolution of a General Meeting to set up and invest in a wholly owned subsidiary trading company.

Elections of Officers and Committee

General

16.1 The Officers and the Elected Members of the Committee are elected at the AGM.

16.2 When proposing candidates for election or co-option whether as Officers or as other committee members the Committee must take reasonable steps to ensure that the Committee includes at least three men and at least three women.

Officers – President, Men’s Captain, Men’s Vice-Captain and Honorary Treasurer

16.3 The Committee must establish a Nominations Sub-Committee, which can include persons who are not members of the Committee, to recruit a President, a Men’s Captain, a Men’s Vice-Captain and, when required, an Honorary Treasurer based in each case on such criteria (if any) that the Committee may specify.

16.4 The Committee must nominate, for approval by the Voting Members at the AGM, the candidates proposed by the Nominations Sub-Committee.     If the Nominations Sub-Committee cannot agree upon a single nominee for a particular office the Committee must decide who is to be the nominee for that office.

16.5 A nominee for the office of President does not need to be a Voting Member of the Club at the time of nomination.

Officers – Women’s Captain and Women’s Vice-Captain

16.6 The Committee must nominate, for approval by the Voting Members at the AGM, any persons elected to the offices of Women’s Captain and Women’s Vice-Captain at a general meeting of members of the Women’s Section convened for that purpose on at least 14 days’ notice.

Elected Committee Members

16.7 Candidates for election to the Committee as Elected Members must be Voting Members and must be nominated by notice in a form prescribed by the Committee signed by a Proposer and a Seconder each of whom has been a Voting Member for at least two years.

16.8 The nomination form must also be signed by the candidate and must include a statement confirming that the candidate meets the definition of “a fit and proper person” for the purposes of the Club’s CASC registration.

16.9 The nomination form must be delivered to the Club’s office at least 14 days before the AGM and a list of candidates and of their proposers and seconders must be posted on the Club’s Notice Board for at least 10 days before the AGM.

16.10 If there are more candidates than vacancies a ballot must be taken at the AGM and if two or more candidates receive the same number of votes another ballot must be taken as between them.

16.11 If there is no candidate for one or more of the vacancies the Committee may complete the nomination list as they think fit.

Retirement of Committee Members

17.1 Ex-Officio members must retire from the Committee when they leave office.

17.2 Elected members must normally retire from the Committee at the third AGM after their election.    However, if at any AGM this rule would require more than two Elected members to retire, only those two Elected members who have the longest continuous service on the Committee must retire at that AGM and the period of office of any others due normally to retire is extended by one more year.   If two or more Elected members normally required to retire have the same length of continuous service then those required to retire are chosen by agreement or failing agreement are chosen by lot

17.3 Co-opted members must retire at the AGM next following their co-option.

17.4 In every case the retiring member of the Committee is eligible for re-election as an Elected member if they remain a Voting member of the Club.

17.5 The General Manager continues as an appointed member of the Committee during their employment unless and until the Committee decides otherwise.

17.6 Any Committee member may resign at any time by giving to the Committee notice in writing to that effect and such notice will take effect on any date specified in it or on any earlier date the Committee may decide.

17.7 A Committee member must immediately resign from the Committee if they cease to be a “fit and proper person” for the purposes of CASC registration.

17.8 In addition and without prejudice to the provisions of the Companies Act 2006 the Club may by Special Resolution remove any Officer or Committee Member before the expiration of their period of office and by an ordinary resolution may appoint another qualified member in their stead.

17.9 A person ceasing to be a member of the Committee for any reason is deemed to have resigned as a director of the Company.

Vacancies

18.1 If any of the Offices or places on the Committee remains unfilled at the AGM, or if an elected Captain expresses a wish to be excused from Committee service, or if a casual vacancy arises for any other reason at any time, the Committee may by simple resolution co-opt any Voting Member of the Club to fill the vacancy.

18.2 The person co-opted will serve until the next following AGM and will then be eligible for re-election

18.3 The Committee may choose to leave a vacancy unfilled so long as there are at least five remaining members of the Committee (other than the General Manager).

18.4 If a sufficient number of members willing to serve on the Committee cannot be found the Committee must report the situation to a General Meeting convened for that purpose

Regulations

19.1 Subject to these Articles and to the Companies Acts the Committee has power to make and vary and revoke Regulations, forming part of the Rules of the Club, including (without limitation):

Regulations setting out different categories of membership of the Club, and their   respective rights and obligations including whether or not they are Voting Members

Regulations as to the function and operation of sub-committees

Mandatory Rules for members

Regulations for the organisation of competitions and for the selection and management of teams to represent the Club

Regulations setting out disciplinary procedures for members

Regulations for appeal against refusal of membership

Safeguarding policies and Equality policies

Such other Regulations and policies as the Committee thinks fit

19.2 No Regulation will invalidate any prior act which would have been valid if that Regulation had not been made.

19.3 Regulations are binding on all Members so long as they are in force.

19.4 The Committee may adopt whatever means they consider sufficient to bring any new Regulations and any alterations and repeals of Regulations to the notice of members.

Sub-committees

20.1 Subject to the Rules the Committee may delegate any of its powers to such person or sub-committee, by such means, to such extent, in relation to such matters, and on such terms and conditions as it thinks fit.     Every sub-committee must include at least one member of the Committee.

20.2 All acts and proceedings delegated to a sub-committee must be reported to the Committee in due course and are at all times subject to the oversight and over-riding control of the Committee.

20.3 With the consent of the Committee, any sub-committee has power to co-opt one or more individuals (including a non-member) with special knowledge, skill or interest to serve on that sub-committee and to participate fully in its acts and decisions.

20.4 The Committee must establish or empower at least one sub-committee to consider the interests of Non-voting members of the Club and to make recommendations to the Committee accordingly.

20.5 The Committee must establish a Nominations Sub-Committee.

Sections

21.1 The Committee may establish Sections (such as the Women’s Section, Seniors’ Section and the Juniors’ Section) comprising Members who share particular characteristics such as gender and/or age and may delegate the day-to-day management of a Section either to a sub-committee elected by members of that Section or, in the case of a Juniors’ Section to one or more individuals appointed by the Committee to be a Juniors’ Organiser.

21.2 Membership of a Section must be open without exception and regardless of ability to all Members of the Club who share the relevant characteristic.

21.3 Any fee charged for membership of a Section must not be at a level which is a deterrent to participation.

21.4 A Section may organise competitions and matches for its members and may select teams to represent the Club.      The Committee may in its discretion allocate teeing-off times for Sections but not so as unreasonably to exclude access to the course by other players for unbroken extended periods.

21.5 Competition entry fees (if any) and match fees and any kit requirements must not be at a level which is a deterrent to participation.   Sweepstakes must be voluntary and must exclude Juniors.

21.6 Sections may elect their own Officers and committee to manage the internal affairs of the Section but in all matters remain at all times subject to the over-riding control of the main Committee of the Club.

21.7 Any funds held by a Section, other than day-to-day cash, must be held in a bank account with the Club’s name in the title of the account and must be fully accounted for to the Honorary Treasurer on demand.   Any of such funds which are surplus to requirements must not be distributed to members of the Section but must be applied for the benefit of the Section or of the Club as a whole.

 Societies

22.1 The Committee may recognise Societies comprising Members of the Club with particular shared interests or availability provided always that membership of any such Society must be open to any Member who wishes to participate in it regardless of ability and no more than a nominal fee may be charged for participation.

22.2 The Committee may, but need not, allocate teeing-off times to Societies but not so as to unreasonably exclude access to the course by other players for unbroken extended periods.

22.3 Sweepstakes organised by Societies must be voluntary and must exclude Juniors.

PART 5

GENERAL MEETINGS

Annual General Meeting

23.1 The Company must hold a general meeting of Voting Members in every calendar year as its Annual General Meeting (AGM) at a time and place decided by the Committee.

23.2 The business of the AGM must include (a) a report on the accounts of the Club (b) reports from the Committee and/or from the President and the Men’s Captain and the Women’s Captain on the activities of the Club since the previous AGM (c) appointment of auditors (d) election of Officers and Elected Members of the Committee in place of those retiring (e) any other business brought before the meeting.

Special General Meetings

24.1 The Committee may convene a Special General Meeting (SGM) of Voting Members whenever they think fit and must do so on receipt of a requisition in writing to that effect signed by the President or by 20 or more Voting Members.

24.2 If the Committee fails to convene a SGM to be held within 28 days of receipt of such a requisition then the requisitioners or any 20 or more Voting Members may themselves convene such a meeting.

Notice

25.1 Notice convening a SGM must specify the nature of the business to be discussed and no other business may be transacted at that meeting.

25.2 At least 21 days’ notice of every AGM, and of every SGM convened to pass a Special Resolution, must be given by the General Manager by posting a notice to that effect in the Clubhouse.     In an emergency the Committee may convene a SGM on shorter notice.

25.3 Notice of an AGM or SGM must also be given by email or in writing to all Voting Members who have supplied an address for such purpose.

Quorum

26.1 No business may be transacted at a General Meeting unless a quorum is present when the meeting proceeds to business.

26.2 A quorum is 30 Voting Members personally present.   If within 30 minutes from the time appointed for the meeting a quorum is not present then, if it was convened on the requisition of members, it shall be dissolved.   In any other case it must stand adjourned until the same day of the next week at the same time and place, or at such other place as the Chair shall direct, and if at such adjourned meeting a quorum is not present within 30 minutes of the appointed time then the Voting Members present shall be a quorum.

Chair at General Meetings

27.1 The President is entitled to take the chair at General Meetings.   If the President is absent or unwilling then the Voting Members present must choose an alternative Chair for that meeting only.

Voting and Ballots

28.1 At General Meetings each Voting Member of the Club present in person is entitled to one vote.   Votes may only be given personally.   There is no right for an individual member to vote by proxy.      A corporate member may vote by a nominated representative who is present in person.

28.2 A Resolution put to the vote of a General Meeting shall be decided on a show of hands by the appropriate majority of the members present in person and entitled to vote, unless a paper ballot is demanded by the Chair or by at least a third of the Voting Members present before or upon the declaration of the result of the show of hands.

28.3 Unless a ballot is demanded, a declaration by the Chair 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 minute Book of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the proposition.

28.4 If a ballot is demanded as above it shall be taken in such manner as the Chair shall direct and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.

28.5 No ballot shall be demanded on the election of a Chair or on any question of adjournment.

28.6 In the case of an equality of votes on a show of hands, in business requiring a simple majority, the Chair of the meeting shall be entitled to a second or casting vote.

28.7 The demand of a ballot does not prevent the continuation of the meeting for the transaction of any other business.

Adjournment

29.1 The Chair may adjourn a general meeting at which a quorum is present if the meeting consents to an adjournment on a show of hands or if it appears to the Chair that it is necessary to enable the business of the meeting to be conducted in an orderly manner.

29.2 The Chair must adjourn the meeting if during the meeting a quorum ceases to be present.

29.3 No business can be transacted at any adjourned meeting other than business which should have been transacted at the original meeting.

29.4 When adjourning a General Meeting the Chair must specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Committee.

29.5 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given in the same manner as for an original meeting.

29.6 Otherwise, members are not entitled to any notice of adjournment or of the business to be transacted at an adjourned meeting.

PART 6

ADMINISTRATIVE ARRANGEMENTS

Means of Communication

30.1 Any notice or document to be sent or supplied by or to the Club or by or to the Company under the Rules may be sent or supplied in any way authorised by the Companies Act 2006

30.2 The applicable address of a member is their postal address as it appears in the register of members or their email address for the time being notified to the Club

30.3 Any notice or document to be sent or supplied to a member by the Club may be sent to that member by electronic communication to that member’s latest email address known to the Club.

30.4 A member who cannot receive, or who has opted out of, electronic communication is entitled to receive notices and documents by personal delivery or by post.

30.5 Any notice, if served by post is deemed to have been served on the second day after posting and if served by electronic communication is deemed to have been given at the expiration of 48 hours after it was sent

Accounts

31.1 The Committee must cause proper books of account to be kept with respect to all sums of money received and expended by the Club and the matters in respect of which such receipts and expenditure take place, all sales and purchases of goods by the Club, and the assets and liabilities of the Club

31.2 The accounts shall be kept at the registered office of the Company or at such other place or places as the Committee shall think fit and must always be open to inspection by members of the Committee

31.3 The Committee will determine whether and to what extent and when the accounts of the Club shall be open to inspection by members.     Except as provided by law or authorised by the Committee or by an ordinary resolution of a General Meeting no person is entitled to inspect any of the Club’s accounting or other records or documents merely by virtue of being a member

31.4 At the AGM in every year the Committee shall lay before the Club an Income and Expenditure Account for the period since the last preceding account made up to a date not more than six months before the meeting, together with a Balance Sheet made up as at the same date

31.5 Copies of the Income and Expenditure Account and Balance Sheet and of the accounts of any wholly-owned trading subsidiary and of any accompanying Report must be made available for inspection by Voting Members at the AGM and during office hours at the General Manager’s office for at least 21 days before the AGM

Audit

32.1 The Committee must nominate one or more properly qualified auditors for approval by the members at the AGM

32.2 The duty of the auditors is to act according to the requirements of the Companies Act 2006 and to examine records, reports, operating practices and documentation to ensure compliance with established internal control procedures and to verify assets and liabilities by matching items with documentation

PART 7

COMMITTEE MEETINGS

Convening a Meeting

33.1 The Committee must meet as often as is necessary for the proper management of the Club and in any event not less than three times a year.

33.2 The President has the right to convene a meeting of the Committee at any time by directing the General Manager to give notice calling the meeting

33.3 Any three Committee Members can convene a meeting of the Committee at any time by directing the General Manager to give notice calling the meeting

33.4 Notice of any meeting must indicate its proposed date and time and where it is to take place and, if it is anticipated that the Committee members participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

33.5 Notice of a committee meeting must be given to each member of the Committee but need not be in writing.   A Committee member who is absent from the United Kingdom is entitled to notice of a meeting if they have provided a valid email address

33.6 At least 7 days’ notice should normally be given of a committee meeting but shorter notice may be given in case of urgency

Participation

34.1 Committee members participate in a committee meeting, or part of a meeting, when (a) the meeting has been called and takes place in accordance with the Rules and (b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting

34.2 In determining whether Committee members are participating in a meeting it is irrelevant where any member is or how they communicate with each other

34.3 If all the Committee members participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is

Quorum

35.1 The quorum necessary for the transaction of business by the Committee is four members.   Persons participating who are entitled to attend and speak but not to vote are not included in the quorum.

35.2 The quorum necessary for the transaction of business by a sub-committee depends on the size and composition of the sub-committee. If the total number of members of that sub-committee is less than six then the quorum is two, at least one of whom must be a Committee member.    If the total number of members of the sub-committee is more than five then the quorum is three of whom at least two must be Committee members

Powers

36.1 A meeting of the Committee at which a quorum is present is competent to exercise all the authorities, powers and discretions which are vested in the Committee by the Rules

36.2 The competency of a sub-committee to make decisions which have the same authority and effect as decisions made by the Committee depends on what decision-making power (if any) the Committee has specifically delegated to that sub-committee.    Failing such delegation the role of a sub-committee is to make recommendations for consideration by the Committee.    Decisions which involve significant expenditure or which have lasting major effects cannot be delegated.

Chair

37.1 At the first Committee meeting after the AGM the Committee must elect one of their number as the Chair of the Committee who will then be entitled to take the chair at all Committee Meetings unless and until the Committee decides to appoint someone else in their place

37.2 If the Chair is not present within 15 minutes after the appointed time for a meeting, then those present must elect an alternative Chair for that meeting alone

Voting

38.1 Voting at Committee meetings is by show of hands and, unless the Rules provide otherwise, decisions are taken on a simple majority of those participating and voting in favour of a proposition.

38.2     If there is an equality of votes the Chair will have a second or casting vote.

Minutes

39.1 The Club’s General Manager is also the Company Secretary and acts as Secretary to the Committee

39.2 The Committee must cause proper minutes to be made of all appointments and co-options of officers and committee members made by the Committee, and of the proceedings of all General Meetings of the Club, and of all resolutions of the Committee.   Minutes of any meeting which have been signed by the Chair of that meeting or of the next succeeding meeting shall be sufficient evidence of the facts stated in them.

39.3 If for any reason the General Manager is not present at a committee meeting the Chair of that meeting may in their discretion permit any other employee of the Club or other person nominated by the General Manager to attend the meeting to give secretarial assistance only and on the basis that such person may be required by the Chair to withdraw from the meeting at any time.

PART 8

ALTERATION OF RULES

Alteration of Articles

40.1 These Articles can only be altered by a Special Resolution passed by a three-quarters majority of those voting and entitled to vote at a General Meeting of members.

40.2 Any purported alteration of these Articles which is found by HM Revenue & Customs to be inconsistent with CASC registration will be null and void unless the alteration is made pursuant to a specific resolution to cancel such registration.

40.3 Notice convening the meeting at which a proposal to amend the Articles is to be considered must state the general nature of any such proposal but need not specify the precise wording.

40.4 Any alteration must be notified to Companies House.

Alteration of Regulations

41.1 Regulations made by the Committee can be amended or revoked at any time by simple resolution of the Committee.

41.2 Regulations must not be amended in such a way as to prejudice the Club’s registration as a CASC

PART 9

DISSOLUTION

Voting Members’ Guarantee

42.1 Each Voting Member undertakes that, in the event of the Company being wound up while they are a member or within one year after they cease to be a member, they will contribute a maximum of £1 to the assets of the Company for payment of the Company’s debts and liabilities incurred while they were a member and of the costs charges and expenses of winding up and for adjustment of the rights of members among themselves.

Distribution of Surplus Assets

43.1 If upon winding up or dissolution of the Club there remains after the satisfaction of all debts and liabilities any property or monies whatsoever the same shall not be paid or distributed among the members of the Club or any third parties but shall be given or transferred to or applied for the purposes of such of the following as shall be decided by the Club in General Meeting namely (1) the Governing Body or Bodies of Amateur Golf in England at the date of dissolution for use in related Community Sports (2) another club with similar sporting purposes which is registered as a CASC (3) another club with similar sporting purposes which is a registered charity.

End of Articles