Constitution and Rules of Malvern Buzzards Running Club
AFFILIATED TO ENGLAND ATHLETICS (Club number 7693045)
ADOPTED BY SPECIAL RESOLUTION BY 30 NOVEMBER 2019
Rules of Malvern Buzzards Running Club
1.1 Unless the context requires otherwise, the following terms in these Rules shall have the following meaning respectively:
has the meaning given in clause 0;
means the person from time to time appointed as chair of the Club in accordance with these Rules;
means the club intended to be regulated by these Rules;
has the meaning given in clause 0;
means a general meeting of the members of the Club (being either an AGM or an EGM);
means a member of the Club (and a member shall be legally bound by these Rules in accordance with clause 0);
means England Athletics Limited (company number: 05583713) (or its successor body);
has the meaning given in clause 0;
means the members of the Committee;
has the meaning given in clause 0;
means the person from time to time appointed as secretary of the Club in accordance with these Rules;
has the meaning given in clause 0;
means the person from time to time appointed as treasurer of the Club in accordance with these Rules;
includes email and facsimile.
2. Name and Office
2.1 The Club shall be called Malvern Buzzards Running Club.
2.2 The principal office of the Club shall be situated in England.
4.1 The Club is committed to ensuring that equity is incorporated across all aspects of its operations, activities and development. In doing so, the Club acknowledges and adopts the following Sport England definition of sports equity:
Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society.
4.2 The Club respects the rights, dignity and worth of every person and shall treat everyone equally within the context of their sport, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status.
4.3 The Club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse.
4.4 All members of the Club have a responsibility to oppose discriminatory behaviour and promote equality of opportunity.
4.5 The Club will deal with any incidence of discriminatory behaviour seriously according to the Club's disciplinary procedures.
5. Exercise of Powers
5.1 to carry on a sports club;
5.2 to provide sports coaching, training and equipment;
5.3 to hold matches and organise related activities;
5.4 to participate in and organise leagues, cup competitions, tournaments and matches;
5.5 to provide information, advice and guidance;
5.6 to publish or distribute information including by means of reports, books, leaflets, films, videos, websites and any other media;
5.7 to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to open and operate bank accounts in the name of the Club;
5.8 to accept or disclaim gifts of money or any other property;
5.9 to raise funds and to invite and receive contributions (provided that in raising funds the Club shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations);
5.10 to acquire, merge, collaborate, amalgamate or co-operate with charities or voluntary bodies operating in furtherance of the Objects or similar purposes and to exchange information and advice with them;
5.11 to reconstitute as a body corporate and transfer some or all of the undertaking, assets and liabilities of the Club to its corporate successor;
5.12 alone or with other organisations to seek to influence public opinion and to make representations to and to seek to influence governmental and other bodies and institutions regarding the reform, development and implementation of appropriate policies, legislation, regulations and rules;
5.13 to insure the property of the Club against any foreseeable risk and to take out other insurance policies to protect the Club and the Officers when required including the provision of indemnity insurance to cover the liability of the Officers and other staff and volunteers;
5.14 to invest the monies of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit;
5.15 to deposit documents or other physical assets with any company or other body registered or having a place of business in England and Wales as custodian and to pay any reasonable fee required;
5.16 to set aside income for special purposes or as a reserve against future expenditure but only in accordance with a policy in writing on reserves determined by the Committee;
5.17 to do all such other lawful things as may further or are conducive to the Objects or any of them.
6.1 The income and property of the Club shall be applied solely towards the promotion of the Objects.
6.2 Except as provided below, no part of the income or property of the Club shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Club. This shall not prevent any payment in good faith by the Club of:
6.2.1 a payment or benefit to any member of the Club (not being an Officer) in his or her capacity as a beneficiary of the Club;
6.2.2 fees, remuneration or other benefit in money or money's worth to any company of which a member of the Club (not being an Officer) may also be a member holding not more than one per cent of the issued share capital of that company;
6.2.3 reasonable and proper remuneration to any member of the Club (not being an Officer) for any goods or services supplied to the Club including any services supplied by the member under a contract of employment with the Club;
6.2.4 of interest on money lent by any member of the Club (not being an Officer) at a reasonable and proper rate;
6.2.5 of reasonable and proper rent or hire fee for premises demised or let or hired out by any member of the Club (not being an Officer);
6.3 Unless the payment or benefit is permitted under clause 0 below, no Officer or Connected Person may:
6.3.1 sell goods, services or any interest in land to the Club;
6.3.2 be employed by or receive remuneration from the Club; or
6.4.3 a company may receive fees, remuneration or other benefit in money or money's worth of which an Officer or Connected Person may also be a member holding not more than one per cent of the issued share capital of that company;
6.4.5 an Officer or Connected Person may receive reasonable and proper remuneration to for any goods or services supplied to the Club provided that this provision may not benefit more than half of the Committee in any financial year (and for these purposes this provision is also treated as benefitting any Officer if it benefits a Connected Person);
provided that, in the case of any benefit conferred on an Officer or Connected Person under clause 6.4.5 and/or 6.4.6, the relevant Officer must comply with clause 22 below.
7.1 Subject to these Rules and the general law, the Club shall (as the case may be) become a member of or affiliate to England Athletics and any constituent body designated to it by England Athletics and the Club shall comply with and uphold the rules and regulations of the England Athletics and of any such constituent body for the time being in force.
8. Club Membership
8.1 The members of the Club from time to time shall be those persons listed in the Club's register of members which shall be maintained by the Secretary.
8.2 The Committee may make bye laws under clause 0 below establishing classes of membership with different rights and obligations and shall record such rights and obligations in the Club's register of members.
8.3 Membership shall be open to all members of the public over the age of 16 years.
8.4 Members will pay an annual membership subscription at a rate agreed from time to time by the Management Committee of the Club (“the Committee”).
8.5 Members will be registered with England Athletics in accordance with the rules of England Athletics.
8.6 The Membership year begins on the 1 April. Members must renew their subscription between 1 March and 31 March (in advance of renewal). Members failing to renew by 30 April will be deemed to have resigned from the Club and England Athletics will be notified accordingly.
8.7 Any member may be expelled from the club by a decision of the Management Committee. The decision of the Management Committee shall be final and in the event of expulsion the expelled member shall be refunded their subscription fee from the date of their expulsion to the end of the Membership year in which they are expelled.
9. Admission to Membership
9.1 Any person who wishes to be a member of the Club must apply in such form as is determined by the Committee from time to time and deliver it to the Chair, Club Secretary or Membership Secretary.
9.2 Membership of the Club is open to all without discrimination and may only be refused where admission to membership would be contrary to the best interests of sport or the good conduct and interests of the Club. No person shall be denied membership of the Club on the grounds of race, ethnic origin, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs. A person may appeal against any denial of membership in accordance with clause 33 below.
9.3 The Committee or the members may from time to time fix the levels of admission fees and annual subscriptions to be paid by different categories of members provided that the Committee or the members (as the case may be) shall use its best endeavours to ensure that any such fees or subscriptions do not preclude open membership of the Club.
9.4 Membership is not transferable to anyone else.
10. Conditions of Membership
10.1 These Rules, including any bye laws made under clause 0 below, shall form a binding agreement between each member of the Club and members shall comply with these Rules and bye laws.
10.2 The members shall pay any admission fees and annual subscription set by the Committee under clause 0 above.
10.3 Subject to these Rules and the general law, the members of the Club shall so exercise their rights, powers and duties and shall where appropriate use their best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in furtherance of the Objects and in accordance with the rules and regulations of England Athletics for the time being in force.
11. Cessation of Membership
11.1 Membership of the Club shall terminate if:
11.1.1 the member dies;
11.1.2 the member, being an individual, is convicted of a criminal offence which involves dishonesty;
11.1.3 the member resigns by notice in writing to the Club by giving at least seven days' notice in writing to the Club provided that upon such resignation the number of members is not less than one.
11.1.4 the member is in arrears to the Club and his or her subscriptions or any other payments are at least TWO months overdue;
11.1.5 the member is removed from membership by a resolution of the Committee on the grounds that it is in the best interests of the Club that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
188.8.131.52 the member has been given at least twenty-one days' notice in Writing of the Committee meeting at which the resolution will be proposed and the reasons why it is to be proposed;
184.108.40.206 the member or, at the option of the member, the member's representative (who need not be a member of the Club) has been allowed to make representations to the meeting;
220.127.116.11 the Committee decides to remove him or her from membership of the Club or the member fails to attend the meeting without sufficient reason.
The Committee may exclude the member from the Club's premises until the meeting has considered this matter (save that he or she shall be entitled to attend the meeting in question for the purpose of making representations to the meeting). A person may appeal against a decision to remove him or her from membership in accordance with clause 33 below.
11.2 Any person ceasing to be a member forfeits all rights in relation to and claims upon the Club, its property and its funds and has no right to the return of any part of his subscription fee. Without prejudice to the foregoing, the Committee may refund an appropriate part of a resigning member's subscription fee if it considers it appropriate in all the circumstances.
11.3 In the event of a member’s resignation or expulsion, his or her name shall be removed from the Club’s register of members.
12.1 Members shall be entitled to bring one or more guests to any activity of the Club with the express consent of the Chair or the Secretary.
12.2 The member in question shall be responsible for the acts and omissions of his or her guests and shall be liable to the Club for any loss or damage of any kind whatsoever suffered or incurred by the Club as a direct or indirect result of the acts or omissions of any of his or her guests.
12.3 Guests shall be legally bound by these Rules as if they were a member save that guests shall have none of the rights of membership.
12.4 A guest may be required to pay a visitor’s fee at such amount and sign a guest register in such form as shall from time to time be determined by the Committee.
13. General Meetings
13.1 The Committee shall call an Annual General Meeting (AGM) each year and no more than fifteen months shall pass between one AGM and the next following one. The business of an AGM shall include:
13.1.1 the receipt of a report of the activities of the Club over the previous year;
13.1.2 the receipt of a report of the Club’s finances over the previous year;
13.1.3 the election and retirement of Officers; and
13.1.4 any other business.
13.2 All General Meetings other than the AGM shall be called Extraordinary General Meetings (EGMs).
13.3 An EGM may be called at any time by the Committee at any time and shall be called within fourteen days of the receipt by the Secretary of a requisition in Writing, signed by not less than five members stating the purposes for which the EGM is required and the resolutions proposed. Business at an EGM may be any business that may be transacted at an AGM.
14. Notice of General Meetings
14.1 An AGM or EGM shall be called on at least twenty-one clear days before the meeting save that 90% of all the members may agree to shorter notice.
14.2 The notice shall specify the date, time and place of the meeting and the general nature of the business to be transacted and, in the case of an AGM, shall specify the meeting as such.
14.3 The Secretary shall send to each member at their last known address written notice of the date of a General Meeting (whether an AGM or an EGM) together with the resolutions to be proposed.
14.4 The accidental omission to give notice of a General Meeting to or the non-receipt of notice of a General Meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting
15. Proceedings at General Meetings
15.1 No business shall be transacted at any General Meeting unless a quorum is present. The quorum for an AGM or EGM shall be the greater of two members or 10% of the total number of members.
15.2 If a quorum is not present within half an hour from the time appointed for the meeting or if during a meeting a quorum ceases to be present the meeting shall stand adjourned to the same day in the next week at the same time and place as the Committee may determine.
15.3 If the number of members present at the adjourned meeting in insufficient to constitute a quorum in accordance with clause 0 above, the members present shall constitute a quorum.
15.4 The Chair, or in his or her absence any other Officer, shall preside as the chair of the meeting. Each member present shall have one vote but in the event of an equality of votes the chair of the meeting shall have a casting vote.
15.5 The Secretary, or in his or her absence any other Officer, shall enter the minutes into the Club's minute book.
15.6 The Committee may make whatever arrangements they consider appropriate to enable members attending a General Meeting to exercise their rights to speak or vote whether attending directly or by telephone communication or by video conference, an internet video facility or similar electronic method allowing visual and/or audio participation.
16. Voting Procedure
16.1 Except where these Rules specify that the members must make a decision by Special Resolution, the members shall make decisions by Ordinary Resolution. Alternatively the members may make any decision in Writing by unanimity.
16.2 A resolution is passed as an Ordinary Resolution:
16.2.1 at a General Meeting if it is duly approved by a simple majority of the members present and voting in accordance with these Rules; or
16.2.2 by written resolution if it is duly approved by a simple majority of all the members in accordance with these Rules.
16.3 A resolution is passed as a Special Resolution:
16.3.1 at a General Meeting if it is duly approved by at least 75% of the members present and voting in accordance with these Rules; or
16.3.2 by written resolution if it is duly approved by a at least 75% of all the members in accordance with these Rules.
17.1 Unless otherwise provided in these Rules, a written resolution approved by the relevant percentage of all the members of the Club shall be as effective as if passed at a duly convened General Meeting.
17.2 A copy of a proposed written resolution must be sent to every member together with a statement informing the member how to signify his or her agreement and the date by which the resolution must be passed if it is not to lapse.
17.3 The required percentage of members must signify their agreement to the written resolution within the period of twenty-eight days beginning with the circulation date. Otherwise the written resolution will lapse and subsequent agreement will be ineffective.
17.4 A written resolution may consist of several documents in the same form each signed or authenticated by one or more members.
18. Powers of the Committee
18.1 Subject to any direction given by Special Resolution of the members, the Committee shall be responsible for the management of all the affairs of the Club and may exercise all the powers of the Club.
18.2 No alteration of these Rules and no such direction by the members shall invalidate any prior act of the Committee which would have been valid if that alteration had not been made or that direction had not been given.
18.3 The Committee shall have the power to decide all questions and disputes arising in respect of any issue concerning the Rules.
18.4 The Committee may delegate to any person, company or sub-committee any of its powers or functions, the implementation of any of its decisions or the day-to-day management of the affairs of the Club by such means, to such an extent, in relation to such matters or areas and on such terms as they may determine in accordance with these Rules.
18.5 Subject to these Rules and the general law, the Committee shall so exercise its rights, powers and duties and shall where appropriate use its best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in furtherance of the Objects and in accordance with the rules and regulations of England Athletics for the time being in force.
19. The Committee
19.1 There shall be at least three Officers of the Club but, unless otherwise determined in General Meeting, there shall be no maximum. The Committee shall consist of the following Officers:
19.1.4 Kit Officer;
19.1.5 Press Officer;
19.1.6 Club Captain;
19.1.7 any other Officers elected by at a General Meeting.
19.2 Officers shall be elected by the members at an AGM. Nominations for election of members as Officers shall be made:
19.2.1 by the Committee; or
19.2.2 in Writing by the proposer and seconder, both of whom must be existing members of the Club, to the Secretary not less than fourteen days before the meeting.
19.3 Each Officer shall hold office from the date of election until the conclusion of the next AGM. A retiring Officer may be re-elected at the AGM.
19.4 Any vacancy on the Committee which arises between one AGM and the next may be filled by a member proposed by one Officer, seconded by another Officer and approved by the Committee.
19.5 An Officer MAY NOT appoint an alternate or substitute to act on his or her behalf at any Committee meeting.
20. Calling a Committee Meeting
20.1 The Committee shall hold not less than THREE meetings each year.
20.2 A meeting of the Committee shall be called on not less than seven days’ notice to all Officers unless the Chair determines that urgent circumstances necessitate shorter notice.
20.3 Notice of a Committee meeting shall be given to each Officer save that it shall not be necessary to give notice of a meeting to an Officer who is absent from the United Kingdom.
21. Proceedings of a Committee Meeting
21.1 Subject to the provisions of these Rules, the Committee may regulate its proceedings as it thinks fit.
21.2 Meetings of the Committee shall be chaired by the Chair or in their absence the Treasurer. The chair of the meeting shall (subject to clause 22 below) have a casting vote in the event of a tie.
21.3 The quorum for the transaction of business of the Committee shall be not less than two thirds of the number of committee members.
21.4 Decisions of the Committee shall be made by a simple majority of those Officers attending the Committee meeting.
21.5 Decisions of the Committee of meetings shall be entered into the Club's minute book.
21.6 A resolution in Writing signed by all the Officers (or members of a sub-committee) entitled to vote on the matter shall be as valid and effective as if it had been passed at a meeting of Officers or (as the case may be) a sub-committee duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more of the Officers (or members of the sub-committee).
22.1 Unless clause 0 below applies, an Officer must declare the nature and the extent of:
22.1.1 any direct or indirect interest which he or she (or a Connected Person) has in a proposed or existing transaction or arrangement with the Club or any Subsidiary Company; and
22.1.2 any duty owed to a third party or any direct or indirect interest which he or she (or a Connected Person) has which conflicts or possibly may conflict with his or her duties to the Club or the interests of the Club.
22.2 There is no need to declare any interest or duty:
22.2.1 of which the other Officers are, or ought reasonably to be, already aware; or
22.2.2 of which the Officer is not aware (but for this purpose an Officer is treated as being aware of matters of which he or she ought reasonably to be aware).
22.3 If the interest or duty of the Officer (or the Connected Person) cannot reasonably be regarded as likely to give rise to a conflict of interests or duties with, or in respect of, the Club, the Officer is entitled to participate in any decision-making process, to be counted in the quorum and to vote under the normal procedures (but he or she may absent himself or herself from any such participation). Any uncertainty about whether an Officer's interest or duty is reasonably likely to give rise to a conflict of interests or duties with, or in respect of, the Club shall be determined by the other Officers acting reasonably and in good faith.
22.4 Unless clause 0 below applies, whenever an Officer (or a Connected Person) has an interest or duty which conflicts (or may reasonably be regarded as likely to give rise to a conflict of interests or duties) with, or in respect of, the Club, the relevant Officer must:
22.5 The provisions of clauses 22.4.1 to 22.4.3 above shall not apply in relation to any discussion or decision in relation to the following payments or other benefits:
22.5.1 any benefit received by an Officer or a Connected Person in his or her capacity as a beneficiary of the Club under clause 6.4.1 above which is generally available to the beneficiaries of the Club;
22.5.2 reimbursement of an Officer's expenses permitted under clause 6.4.2 above;
22.5.3 payment to an Officer or other Officer of an indemnity permitted under clause Error! Reference source not found. above; or
22.5.4 the purchase of any premium in respect of trustee indemnity insurance permitted under clause 6.4.4 above;
unless in the circumstances the other Officers decide to the contrary.
23. Disqualification from Office
23.1 A person shall cease to hold office as an Officer if:
23.1.1 he or she is disqualified from holding office as a company director;
23.1.2 he or she is subject to a decision of England Athletics that such person be suspended or disqualified from holding office or from taking part in any activity relating to the administration or management of a club;
23.1.3 the Committee reasonably believes that he or she has become incapable by reason of illness or injury of managing and administering his or her own affairs and it decides to remove him or her from office;
23.1.4 he or she resigns from his or her office by notice to the Club (but only if at least the minimum number specified in clause 0 above will remain in office when the notice of resignation is to take effect);
23.1.5 he or she is absent without the permission of the Committee from all its meetings held within a period of six months without good reason and the Committee decide that his or her office be vacated;
23.1.6 a bankruptcy order or an order is made against him or her in individual insolvency proceedings in a jurisdiction other than England and Wales which has an effect similar to that of bankruptcy;
23.1.8 he or she is removed from office by the Committee on the grounds that he is in material or persistent breach of the Club's code of conduct as amended from time to time. A decision to remove an Officer from office under this clause 23.1.7 may only be passed if:
18.104.22.168 the Officer has been given at least twenty-one clear days' notice in Writing of the Committee meeting at which the decision will be made and the reasons why it is to be proposed; and
22.214.171.124 the Officer or, at the option of the Officer, the Officer's representative (who need not be an Officer) has been allowed to make representations to the meeting; or
23.1.9 he or she ceases to be a member of the Club for any reason whatsoever.
23.2 The provisions of clause 0 above shall also apply to sub-committees and any member of a sub-committee who is not an Officer.
24. Club Teams
24.1 At each AGM the members shall appoint a Club Captain to be responsible for each of the Club’s various teams.
24.2 The Club Captain shall be responsible for managing the affairs of the team. The Club Captain shall present to the Committee at its last meeting prior to an AGM a report of the activities of the team.
25. Finances and Property
25.1 A bank account shall be opened and maintained in the name of the Club (Malvern Buzzards). Designated account signatories shall be the Chair, the Secretary and the Treasurer. No sum shall be expended from the Club Account except by cheque signed by one of the designated signatories or by electronic transfer approved by at least one of the designated signatories subject to a maximum amount fixed by the Committee. All monies payable to the Club shall be received by the Treasurer and deposited in the Club Account as soon as is reasonably practicable.
25.2 The Club's financial year shall end on 30 September each year or such other date as the Committee may determine from time to time provided that no financial year shall be shortened to less than nine months or extended to more than fifteen months.
The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not specified in the notice.
27.3 of all proceedings and reports of meetings of the Club and of the Committee, and of sub-committees, including the names of those present at each such meeting.
28.1 The Committee shall comply with all legal requirements as to maintaining a register of members, keeping financial records, the audit of accounts and the preparation of:
28.1.1 annual reports;
28.1.3 annual statements of account.
28.2 No member shall (in such capacity) have any right of inspecting any accounting records or other books or documents of the Club except as conferred by any rule of law or authorised by the Committee or by resolution of the members.
28.3 The Officers shall arrange for the Club's annual statements of account to be subject to an audit each financial year.
29. Communications by the Club
29.1 Subject to these Rules, any document or information (including any notice, report or accounts) sent or supplied by the Club under these Rules may be sent or supplied:
29.1.1 in hard copy form;
29.1.2 in electronic form; or
29.1.3 by making it available on a website or internet forum.
29.2 A member present at a meeting of the Club shall be deemed to have received notice of the meeting and the purposes for which it was called. Where any document or information is sent or supplied by the Club:
29.2.1 where it is sent by post it is deemed to have been received two working days after i