The Club Constitution
The name of the Company is THE BUDE & NORTH CORNWALL GOLF CLUB LIMITED.
The registered office of the Club will be situated in England.
The objects for which the Club is established are;
- Are to provide facilities for and to promote participation in the amateur sport of golf in Bude.
- To acquire money by gift or subscription and to distribute the same in or about the furtherance of all or any of the objects of the Club, and to raise or grant sums of money to be awarded as prizes or otherwise in connection with any such matters as aforesaid on such terms as may be prescribed.
- To join and promote competition for challenge cups or other similar competitions for the purposes of the Club or for the benefit of charities or other like objects.
- To improve, revise, amend, establish or alter The Rules regulating the game of Golf and other game or games, and to join or subscribe to any union or association for the like objects.
- To co-operate or join with any person or persons, club company or association having the same or like objects in any manner and for any purpose which may be thought proper in furtherance of the objects of the Club.
- To acquire and hold all the property, land, buildings, tenements, hereditaments, and premises, and all the right, title, estate and interest aforesaid belonging to the said Bude & North Cornwall Golf Club situate in England, whether vested in the said Club or in any person or persons for or on behalf of the said Club, and all leases and agreements thereof, and also to acquire the money, furniture, fixtures, implements, goods, chattels, effects, golf club balls and other articles, subject to all the existing engagements, debts or liabilities belonging to the said Club vested in the Committee thereof, and to take over such engagements, debts, and liabilities, or any of the, upon such terms and conditions as may be determined.
- To acquire and hold, by purchase, lease or otherwise, any lands, buildings, tenements, hereditaments, or premises or property of any other description which may from time to time or at any time be required by the Club to promote the objects of the Club, to sell, exchange, mortgage, improve, develop, alter, repair, lease, underlet, assign, let for hire and, generally, to manage or otherwise deal with or dispose of all or any part or parts of the lands, buildings, tenements, hereditaments, and premises, or other property, goods, chattels, and effects of the Club for such interests, and upon and subject to such terms and conditions, and at such rents or other payments, and for such purposes, and generally in such manner as the Club shall from time to time think proper.
- To build and erect such houses, buildings, walls, gates, fences, entrances, and other erections as may from time to time be required for the purposes of the Club, and to remove and enlarge, or otherwise alter, rebuild, improve, repair, or deal with any such houses, buildings and premises, or any other property of the Club.
- To permit and allow any person or persons, club, secretary, or social gathering to use and enjoy the lands, buildings, tenements, and hereditaments for such purposes as shall be fixed and determined and to afford hospitality and to render acts of courtesy to kindred societies and social gatherings, and to supply to such persons and to members of the Club such refreshments as may be required.
- To borrow and raise money by the issue of or upon debentures, bills of exchange, promissory notes or other obligations or securities or by mortgage or charge of or upon all or any part of the property of the Club.
- To amalgamate or combine with any other non-profit making Club or association having similar objects, or being conducted so as directly or indirectly to benefit this Club or promote the objects which this Club is formed to promote.
- To do all such other lawful things as are necessary or conducive to the attainment of the above objects or any of them.
- All surplus income or profits are to be reinvested in the club. No surpluses or assets will be distributed to members or third parties.
- The liability of the members is limited.
- Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debt and liabilities of the Club contracted before the time at which he ceases to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding the amount of the yearly subscriptions fixed for the year during which a resolution of whatever nature is passed for the winding up of the Club.
- 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;
1. The governing Body of 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 Community Amateur Sports Club
3. Another Club with similar sporting purposes which is a Registered Charity
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF THE BUDE AND NORTH CORNWALL GOLF CLUB LIMITED
These articles shall be construed with reference to the provisions of the Companies Act 1985 and the terms used in these Articles shall be taken as having the same respective meanings as they have when used in that Act, provided that in these Articles, unless inconsistent with the subject or context, the following words shall have the following meanings;
The Act – means the Companies Act 1985
The Club – means the above named Bude & North Cornwall Golf Club Ltd
The Committee – means the Board of Directors for the time being of the Club
The rules – means those Bye Laws of the Club which may be made and varied by a meeting of the Directors
The regulations – means those Bye Laws of the Club which may be made and varied by a meeting of the Directors
AND for the avoidance of doubt the Rules and Regulations together shall be known as the Bye Laws
AND words importing the singular number only shall include the plural number and vice versa
AND words importing the masculine gender shall include the feminine gender
AND words importing persons shall include corporations
NUMBER OF MEMBERS
2. From the date of the adoption of this article the Club is to consist of 1,000 Members excluding honorary & social
3. The Committee may, whenever the business of the club requires it, register a change in the number of members
4. The Club is established for the purpose expressed in the Memorandum of Association.
APPLICATION FOR MEMBERSHIP
5. The rules relating to application for membership of the Club and for the election of candidates to membership of the Club shall be in the hands of the Committee.
Membership of the Bude & North Cornwall Golf Club shall be open to anyone interested in golf on application, regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs, except as a necessary consequence of the requirements of golf. The club may have different classes of membership and subscription on a non-discriminatory and fair basis. The club will keep subscriptions at levels that will not pose a significant obstacle to people participating. The club committee may refuse membership, or remove it, only for good cause such as conduct or character likely to bring the club or sport into disrepute. Appeal against refusal or removal may be made to the members.
Members will be free to use the facilities on payment of their full membership fee. A member shall be liable to suspension, termination of membership or privileges as the Committee may determine if:-
- They have not paid their annual subscription by 1st April each year
- They do not conform to the rules of Bude & North Cornwall Golf Club or any reasonable directive by the Committee as to its standards of play, dress code or general behaviour.
The procedure for this exercise of this power shall be prescribed by the Committee and details thereof shall be kept by the Secretary and be available for inspection by the members at all reasonable time.
TYPES OF MEMBERSHIP
6.(a) The membership of the Club shall be divided into the categories of membership as decided by the Committee and the rights attaching to each category of membership shall be as set out in these Articles and in the Bye Laws.
(b) The extent of the facilities available to each category of members shall be such as the Committee decides.
ENTRANCE FEE AND ANNUAL SUBSCRIPTIONS
7.(a) The entrance fees, subscriptions, green fees and any other dues payable by the members as the Committee may decide from time to time.
(b) The rules relating to entrance fees, subscriptions, green fees and any other dues shall be such as the Committee shall decide and shall be set out in the rules of the Club.
RIGHTS OF MEMBERS TO USE FACILITIES
8. Subject to the express provisions of these Articles and to the Memorandum of Association and to any Bye Laws for the time being in force, all member of the club shall be entitled at all times to use in common all the premises and the property of the club, and to be supplied at such charges as the Committee shall from time to time determine, with such meals, refreshments, liquors and things as are provided by the Club for the use of its members.
MEMBERS ELIGIBLE AS DIRECTORS
9. (a) Subject to article 9 (b) below, those Full Male Members, Full Lady Members, Senior Male Members and Senior Lady Members, who have paid their subscription to the club and who have been members of the club for at least two years and Honorary Members, who have been members of the Club for at least two years, shall be entitled to be elected as officers or directors of the Club.
(b) Any member may be eligible to stand as a non-executive Committee member one of whom may be a suitably qualified non-member of the Club appointed by the Committee. The election of non-executive Committee members will comply with the terms as laid down in Article (37). The retirement and re-election of non-executive Committee members will be in accordance with Article (46).
HONORARY GUESTS VISITORS AND VISITING TEAMS
10. The powers, duties and responsibilities of the Club with regard to honorary guests, visitors and visiting teams shall be such as the Committee shall decide and shall be set down in the Rules of the Club.
HONORARY LIFE MEMBERS AND HONORARY MEMBERS
11. The appointment of Honorary Male and Lady Life Members and Honorary Members and the conditions attached to such membership shall be such as the Committee shall decide and shall be set down in the rules of the Club.
RESIGNATION OF MEMBERS
12. Any member wishing to resign his or her membership of the Club shall give notices in writing to the Secretary, before the 15th day of March in any year of his or her intention to do so.
FORFEITURE OF MEMBERSHIP
13. Any members whose annual subscription is unpaid on the 1st day of May ceases forthwith on that date to be a member of the Club and shall forfeit all rights in and claim upon the Club and its property but may be reinstated at the discretion of the Committee on payment of all arrears and an administrative charge to be determined by the Committee from time to time. Such member shall in any event remain liable for the monies due from him to the Club.
CONDUCT OF MEMBERS
14. Disciplinary action relating to unacceptable conduct by a member of the club will be dealt with by the Committee in accordance with the Bye Laws of the Club.
15. The Club shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Committee. Any general business of the Club may be transacted at such a meeting and such business of which 21 days’ notice in writing has been given to the Secretary.
16. All General Meetings, other than Annual General Meetings, shall be called Extraordinary Meetings.
17. The Committee may convene an Extraordinary General Meeting whenever they think fit and they shall convene one upon a requisition in writing by 20 or more members, or one fifth of the total number of members (whichever number shall be the smaller). Every such requisition shall express the object of the required meeting. Upon receipt of such requisition the Committee shall forthwith convene an Extraordinary General Meeting; if they fail to do so within twenty one days from the date or receipt of such requisitions, the requisitionists, or any 20 or more members, themselves convene such meeting.
18. Twenty-one days’ notice at the least of every Annual General Meeting and of every Meeting convened to pass a Special Resolution. The notice must be given by the Secretary posting the same in the Clubhouse and such notice shall specify the nature of the business to be transacted thereat.
PROCEEDINGS AT GENERAL MEETING
19.(a) All business shall be deemed special that is transacted at any Extraordinary Meeting with the exception of any business which under these Articles or the Bye Laws requires a simple majority, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the Income and Expenditure Account and Balance Sheet, and the reports of the Committee and of the Auditors, the election of Officers and Directors in the place of those retiring, and the appointment of the Auditors.
(b)Only business that is set out on the Agenda of any Annual General Meeting or Extraordinary Meeting may be transacted at such Meeting.
20. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided thirty members personally present shall be a quorum.
21. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of 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 Chairman shall appoint, 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.
22. The President of the Club shall preside as Chairman at every General Meeting, but if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the Captain shall preside as Chairman of that meeting, but if at any such meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside then the members present shall choose a Committee member or if no Committee member be present or if all the Committee members decline to take the chair, they shall choose one member of the Club who shall be present to preside.
23. The Chairman may, with the consent of a simple majority of any meeting at which a quorum is present (and shall if so directed by a 75% majority of the meeting) adjourn a meeting from time to time and place to place but no business shall be transacted at any adjourned meeting other than business which should have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of adjournment or of the business to be transacted at any adjourned meeting.
24. At all General Meetings a Resolution put to the vote of the 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 poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least one third of the members present, and unless a ballot be so demanded a declaration by the Chairman of the meeting 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 that resolution.
25. Subject to the provisions of Article 26, if a ballot be demanded in manner aforesaid, it shall be taken in such manner as the Chairman of the meeting shall direct and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.
26. No ballot shall be demanded on the election of a Chairman of a meeting or on any question of adjournment.
27. In the case of an equality of votes, in business requiring a simple majority, whether on a show of hands or on a ballot, the Chairman of the meeting shall be entitled to a second or casting vote.
28. The demand of a ballot shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
VOTES OF MEMBERS
29. Subject as hereinafter provided, every adult member shall have one vote.
30. Votes may only be given personally. There shall be no right for any member to vote by proxy.
OFFICERS AND DIRECTORS
31. The Officers of the Club shall consist of a President, a Vice President, a Captain, a Vice Captain, Ladies Captain, a Ladies Vice Captain and an Honorary Treasurer, elected and retiring in accordance with these Articles.
32. The Committee shall consist of the President, Vice President, Captain, Vice Captain, Ladies Captain, Ladies Vice Captain, Honorary Treasurer, six Members of the Company elected and retiring in accordance with these Articles.
33. The Committee may recommend the Secretary as a Director of the Club, subject to such conditions as set out in the rules of the Company.
34. The Officers and the Committee members of the Club shall be unpaid:-
(a) With the exception of the Secretary who shall be a full time employee of the Club employed under a contract of employment the terms of which shall be determined by the Committee and shall receive such remuneration as the Committee may think fit.
35. If any vacancy shall occur during the year the Committee shall have the power to appoint an adult playing member to fill the vacant position and any member so appointed shall for the purpose of retirement be deemed to have been elected at the time at which the member he replaced was elected, notwithstanding that any such vacancy shall not have been filled up.
36. The Committee will propose a President to be put forward for election at each Annual General Meeting. This position shall be honorary and shall be elected in the manner set down in these Articles for election of Directors and Officers.
ELECTION OF OFFICERS AND DIRECTORS
37. The election of Officers and Committee members of the Club shall take place in the following manner:
(a) The nomination procedure contained in these Articles shall be followed;
(b) At the appropriate Annual General Meeting those members of the club entitled to vote shall do so by a show of hands.
(c) In case there shall not be sufficient number of candidates nominated then the Committee may complete the nomination list as they at their discretion shall think fit.
(d) If there are more candidates than vacancies a ballot will be taken, if two candidates obtain an equal number of votes another ballot shall be taken in respect of such candidates.
POWER OF DIRECTORS
38. The business of the Club shall be managed by the Full Committee who shall pay all expenses of, and preliminary and incidental to the promotion, formation, establishment and registration of the Club and do on behalf of the Club all such acts as may be exercised and done by the Club as are not by statute or by these Articles or by the Rules required to be exercised or done by the Club in General Meeting.
39. Without prejudice to their powers under the provisions of Article 38 the Committee may issue debentures, debenture stock, bonds or obligations of the Club at such time, in such form and for such amount and may raise or borrow for the purposes of the Club such sums of money upon mortgage or charge on any of the property of the Club.
40. Without prejudice to their powers under the provisions of Article 38 hereof the Committee shall have power from time to time to make, alter and repeal all such Regulations as they may deem necessary or expedient or convenient for the proper conduct and management of the Club. The Committee shall cause notices to be displayed prominently on the Club notice boards and shall adopt such means as they deem sufficient to bring to the notice of members of the Club all such regulations, alterations and repeals. All such regulations, so long as they shall be in force, shall be binding upon all members of the Club. Provided nevertheless, that no regulations shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum and Articles of Association or the Rules of the Company, and that any regulations may be set aside by a special resolution of a General Meeting of the Club.
41. The Committee may act notwithstanding any vacancy in their body; provided always that in case the Committee shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Committee for the purpose of filling vacancies in their body or of summoning a General Meeting, but not for any other purpose.
42. The provisions of Section 283 and 284 of the Act shall apply and be observed with regard to the Company Secretary. The Committee may from time to time by resolution appoint an assistant or deputy secretary upon such terms as to remuneration and otherwise as they may think fit and any person so appointed may act in place of the secretary if there be no secretary or no secretary capable of acting.
43. The function of Company Secretary and the performance of the functions of Company Secretary shall be undertaken by the Secretary.
44. The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Committee and in the presence of at least two Committee members, or a Committee member and the Company Secretary, and the said Committee member and the Company Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Club such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
DISQUALIFICATION OF DIRECTORS
45. The office of the Club shall be vacated:
(a) If a receiving order is made against him or he makes any arrangement or composition with creditors;
(b) If he becomes of unsound mind;
(c) If he ceases to be a member of the Club;
(d) If by notice in writing to the Club he resigns his office;
(e) If he ceases to hold office by reason of any order made under Section 296-299 of the Act;
(f) If he is removed from office by a resolution duly passed pursuant to Section 303 of the Act;
(g) If he shall fail to attend any meeting of the Full Committee during a period of four consecutive calendar months, otherwise than for any reason such as ill health, business commitments or otherwise as the Committee shall consider adequate.
For the avoidance of doubt, no Committee member shall be disqualified purely because of age.
ROTATION OF DIRECTORS
46. At every Annual General Meeting all those Committee members who have served their appropriate term of office since their election shall retire from office. Such retiring Committee member who has served a full three year period shall be eligible for re-election.
47. At every subsequent Annual General Meeting any Captain or Vice-Captain who has served for one year since their respective last election shall retire from office. Such retiring Captain or Vice-Captain shall only be eligible for re-election in exceptional circumstances and if the Committee members believe it in the best interests of the Club.
48. At every subsequent Annual General Meeting any Honorary Treasurer who has served for three years since his last election shall retire from office. Such retiring Honorary Treasurer shall be eligible for re-election.
49. Any playing member not being a Committee member retiring at the meeting shall be eligible for the office of Committee, unless within the prescribed time before the day appointed for the Meeting, there shall have been given to the Secretary notice in writing by two members, duly qualified in accordance with these Articles and the Bye Laws to be present and vote at the Meeting of their intention to propose and second such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time above mentioned shall be 28 days before the day appointed for the Meeting. A list of such persons proposed for election shall be posted on the notice board in the clubhouse as soon as practicable after the receipt of their nomination.
50. The Committee may from time to time in General Meeting increase or reduce the number of committee members, and may make the appointments necessary for effecting any such increase.
51. In addition, and without prejudice to the provisions of Section 303 of the Act, the Club may by special resolution remove any Committee Member before the expiration of his period of office, and may by an ordinary resolution appoint another qualified member in his stead.
PROCEEDINGS OF THE DIRECTORS
52. The Committee shall meet monthly. The quorum necessary for the transaction of business shall be seven and for sub-committee the quorum shall be 4. Proposals arising at the Full Committee Meeting shall be decided by a majority of votes. In the case of equality of votes the Chairman shall have a second or casting vote.
53. The Captain of the Club shall preside as Chairman at all meetings of the Full Committee at which he shall be present but if no such Chairman be elected or if at any meeting the Captain be not present within fifteen minutes after the time appointed for holding the meeting and willing to preside, the President shall be Chairman of the meeting.
54. A meeting of the Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under these Articles and the Bye Laws of the Company for the time being vested in the Directors generally.
55. The Committee shall have power to appoint such Sub Committee as are considered necessary to deal with the affairs of the Club. The Committee shall determine the composition, powers and terms of reference of each Sub Committee. The Committee members have the power to confer upon the Captain of the Club the authority to establish sub-committees for specific functions consisting of such Committee members as the Captain thinks fit, and any sub-committees so formed shall, in the execution of powers so delegated, conform to any terms of reference imposed on it by the Captain. The meetings and proceedings of any such sub-committees shall be governed by the provisions of these Articles so far as applicable and so far as the same shall not be superseded by any Bye Laws provided that such sub-committees shall only be empowered to make recommendations for consideration by the Committee members. The Committee may empower any such sub-committees to co-opt any member of the club. The quorum for such meeting shall be four.
56. The Committee shall cause proper minutes to be made of all appointments of officers made by the Committee and of the proceedings of all meetings of the Club, the committee business transacted at such meetings. Minutes of any meetings, must be signed by the Chairman or by the Chairman of the next succeeding meeting, this shall be sufficient evidence of the facts stated therein.
57. A resolution in writing by all committee members who are duly entitled to receive notice of a meeting of the of the Club shall be as valid and effectual as if it had been passed at a meeting of the Full Committee, such resolution must be recorded in the appropriate Minutes Book of the Club.
58. If within half an hour from the time appointed of Full Committee meeting or sub-committee meeting a quorum is not present such meeting shall stand adjourned to the same day in the next week at the same time and place or at such other place as the Chairman of the meeting shall appoint and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for the holding of the meeting the Full Committee or sub-committee members present shall form a quorum.
59. The Committee shall cause proper books of accounts to be kept with respect to:
(a) All sums of money received and expended by the Club and the matters in respect of which such receipts and expenditure take place;
(b) All sales and purchases of goods by the Club and;
(c) The assets and liabilities of the Club.
60. The accounts shall be kept at the registered office of the Club or at such other place or places as the Committee shall think fit and shall always be open to the inspection of the Committee members.
61. The Committee shall determine to what extent and when the accounts of the club shall be open to inspection by the members of the Club. No member of the Club not being a committee member shall have any right of inspecting any accounts of the Club except as conferred by statute or authorised by the Committee.
62. The Committee shall present financial statements to the Members
(a) At the Annual General Meeting 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 such Meeting, together with a balance sheet made up as at the same date. Every such balance sheet shall be accompanied by a report of the
Committee and of the Auditors. Copies of such accounts, balance sheet and reports in accordance with any statutory requirements for the time being in force and of any other documents required by law to accompany the same shall not be less than twenty-one days before the date of the Meeting be sent to the Auditors and to all other persons entitled to receive notices of General Meetings.
63. Once at least in every year the accounts of the Club shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors, unless the Committee decides otherwise.
64. Auditors shall be appointed and their duties regulated in accordance with the Act.
65. Twenty-one days notice of all General Meetings must be given by the Secretary posting the same in the Clubhouse and such notice shall specify the nature of the business to be transacted thereat, and, in the case of an Extraordinary Meeting, no business shall be entertained at such meeting other than is specified in the Notice.
66. If the Company shall be wound up, the assets remaining after payments of the debts and liabilities of the Club and the costs of liquidation shall be distributed to the sport of golf’s Governing Body, another Community Amateur Sports Club or a registered Charity, decided at the time by the Committee.