Constitution

Resources
Version 1
Status Approved by CC
Date 16th May 2018
Next Action Approve by Committee

INDEX

Name of Club Clause 1
Area of operation and principal office Clause 2
Charitable objects Clause 3
Powers Clause 4
Application of income and property Clause 5
Benefits and payments to Charity Trustees and connected persons Clause 6
Conflicts of interest and conflicts of loyalty Clause 7
Liability of members Clause 8
Membership and administration of the Club Clause 9
Members’ decisions Clause 10
General meetings of members Clause 11
Charity Trustees Clause 12
Appointment of officers and Charity Trustees Clause 13
Information for new Charity Trustees Clause 14
Retirement and removal of Charity Trustees Clause 15
Reappointment of Charity Trustees Clause 16
Taking of decisions by Charity Trustees Clause 17
Delegation by Charity Trustees Clause 18
Meetings and proceedings of Charity Trustees Clause 19
Saving clauses Clause 20
Execution of documents Clause 21
Electronic communications Clause 22
Keeping of registers Clause 23
Minutes Clause 24
Maintenance of records Clause 25
Rules Clause 26
Disputes Clause 27
Amendment of Constitution Clause 28
Voluntary winding-up or dissolution Clause 29

DEFINITIONS

In this Constitution:

“the Club”
means Bradgate Bridge Club.
“Charity Trustee”
means a charity trustee of the Club.
“EBU”
means the English Bridge Union Limited, which is the National Body for duplicate bridge in England.
“LCBA”
means the Leicestershire Contract Bridge Association, which administers contract bridge for those clubs in Leicestershire which are affiliated to the EBU.
“P2P fee”
means the fee levied by the EBU and LCBA on each player at each session.
“Disciplinary Rules”
means the rules and procedures set out in Appendix 1.
“CIO”
means a Charitable Incorporated Organisation defined by the General Regulations and regulated by the Charity Commission.
“Charity Commission”
is the regulator of charities in England & Wales.
“General Regulations”
means the Charitable Incorporated Organisations (General) Regulations 2012.
“Communications Provisions”
means the Communications Provisions in Part 10, chapter 4 of the General Regulations.
“Dissolution Regulations”
means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this constitution.

CONSTITUTION

  1. Name

    The name of the Charitable Incorporated Organisation (“the CIO”) is BRADGATE BRIDGE CLUB (“the Club”).
    The Club, which was established in 1968, is affiliated to the English Bridge Union (“EBU”) and is a member of the Leicestershire Contract Bridge Association (“LCBA”)

    .

  2. Area of operation and principal office

    1. The Club is based in England and plays at The Rothley Centre in Rothley,
      Leicestershire or such other venue in the North Leicestershire area as shall be agreed by the Club from time to time.

  3. Charitable objects

    The objects of the Club are to operate for the public benefit through:

    1. the advancement of amateur sport by promoting the game of duplicate bridge for the benefit of the residents of Rothley and the surrounding area;
    2. the provision of facilities for the learning, teaching and playing of bridge for the benefit of the residents of Rothley and the surrounding area with the object of improving conditions of life.

  4. Powers

    1. The Club has power to do anything which is calculated to further its objects or is conducive or incidental to doing so.
    2. In particular, these powers include the power to:
      1. borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed.
        The Club must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
      2. buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
      3. sell, lease or otherwise dispose of all or any part of the property belonging to the Club.
        In exercising this power, the Club must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
      4. employ and remunerate such staff as are necessary for carrying out the work of the Club.
        The Club may employ or remunerate a Charity Trustee only to the extent that it is permitted to do so by
        clause 6
        (Benefits and payments to Charity Trustees and connected persons) and provided it complies with the conditions of those clauses; and
      5. deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the Club
        to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are
        permitted to do by the Trustee Act 2000.

  5. Application of income and property

    1. The income and property of the Club must be applied solely towards the promotion of the objects.
      1. A Charity Trustee is entitled to be reimbursed from the property of the Club or may pay out of such property reasonable
        expenses properly incurred by him or her when acting on behalf of the Club.
      2. A Charity Trustee may benefit from trustee indemnity insurance cover purchased at the Club’s expense in accordance with,
        and subject to the conditions in, section 189 of the Charities Act 2011.
    2. None of the income or property of the Club may be paid or transferred directly or indirectly by way of dividend,
      bonus or otherwise by way of profit to any member of the Club.
      This does not prevent a member who is not also a Charity Trustee receiving:

      1. a benefit from the Club as a beneficiary of the Club;
      2. reasonable and proper remuneration for any goods or services supplied to the Club.
    3. Nothing in this clause shall prevent a Charity Trustee or connected person receiving any benefit or payment which is authorised by
      Clause 6.

  6. Benefits and payments to Charity Trustees and connected persons

      1. Connected person

        For the purposes of this Clause, connected person means:

        1. a child, parent, grandchild, grandparent, brother or sister of a Charity Trustee;
        2. the spouse or civil partner of a Charity Trustee or of any person falling within sub-clause (i) above;
        3. a person carrying on business in partnership with a Charity Trustee or with any person falling within sub-clause (i) or (ii) above;
        4. an institution which is controlled:
          1. by a Charity Trustee or any connected person falling within sub-clause (i), (ii), or (iii) above; or
          2. by two or more persons falling within sub-clause (iv)(1), when taken together
        5. a body corporate in which:
          1. a Charity Trustee or any connected person falling within sub-clauses (i) to (iv) has a substantial interest; or
          2. two or more persons falling within sub-clause (v)(1) who, when taken together, have a substantial interest.

      2. General provisions

    No Charity Trustee or connected person may:

      1. buy or receive any goods or services from the Club on terms preferential to those applicable to members of the public;
      2. sell goods, services, or any interest in land to the Club;
      3. be employed by, or receive any remuneration from, the Club;
      4. receive any other financial benefit from the Club; unless the payment or benefit is permitted by sub-clause (c) below,
        or authorised by the court or the Charity Commission. In this clause, a “financial benefit” means a benefit, direct or indirect,
        which is either money or has a monetary value.

  7. Scope and powers permitting trustees’ or connected persons’ benefits

    1. A Charity Trustee or connected person may receive a benefit from the Club as a beneficiary of the Club provided
      that it is available generally to the beneficiaries of the Club.
    2. A Charity Trustee or connected person may enter into a contract for the supply of services,
      or of goods that are supplied in connection with the provision of services, to the Club where
      that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
    3. Subject to sub-clause (d) below, a Charity Trustee or connected person may provide the Club with goods
      that are not supplied in connection with services provided to the Club by the Charity Trustee or connected person.
    4. A Charity Trustee or connected person may receive interest on money lent to the Club at a reasonable and proper rate
      which must be not more than the Bank of England bank rate (also known as the base rate).
    5. A Charity Trustee or connected person may receive rent for premises let by the Charity Trustee or connected person to the Club.
      The amount of the rent and the other terms of the lease must be reasonable and proper. The Charity Trustee concerned must
      withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
    6. A Charity Trustee or connected person may take part in the normal trading and fundraising activities of the Club on the same terms as members of the public.

  8. Payment for supply of goods only – controls

    The Club and its Charity Trustees may only rely upon the authority provided by sub-clause (c) above if each of the following conditions is satisfied:

    1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the Club
      and the Charity Trustee or connected person supplying the goods (“the supplier”).
    2. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the
      circumstances for the supply of the goods in question.
    3. The other Charity Trustees are satisfied that it is in the best interests of the Club to contract with the supplier
      rather than with someone who is not a Charity Trustee or connected person. In reaching that decision the Charity Trustees
      must balance the advantage of contracting with the supplier against the disadvantages of doing so.
    4. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or
      arrangement with him or her or it with regard to the supply of goods to the Club.
    5. The supplier does not vote on any such matter and is not to be counted when calculating whether
      a quorum of Charity Trustees is present at the meeting.
    6. The reason for their decision is recorded by the Charity Trustees in the minute book.
    7. A majority of the Charity Trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
  9. In sub-clauses (b) and (c) of this clause, “the Club” includes any company in which the Club:
    1. holds more than 50% of the shares; or
    2. controls more than 50% of the voting rights attached to the shares; or
    3. has the right to appoint one or more directors to the board of the company.

  • Conflicts of interest and conflicts of loyalty

    A Charity Trustee must:

    1. declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed
      transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club
      which has not previously been declared; and
    2. absent himself or herself from any discussions of the Charity Trustees in which it is possible that a conflict of
      interest will arise between his or her duty to act solely in the interests of the Club and any personal interest
      including but not limited to any financial interest).
      Any Charity Trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be
      counted as part of the quorum in any decision of the Charity Trustees on the matter.

  • Liability of members to contribute to the assets of the Club if it is wound up

    If the Club is wound up, the members of the Club have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

  • Membership and administration of the Club

    1. Eligibility

      1. Membership of the Club is open to anyone who is interested in furthering its purposes, and who, by applying for membership,
        has indicated his or her agreement to become a member and acceptance of the duty of members set out in sub-clause (c) of this clause.
      2. A member must be an individual person and not a corporate body or organisation.
      3. Any person wishing to become a member of the Club shall apply for membership by completing and forwarding
        to the Secretary such form as may be prescribed from time to time by the Charity Trustees.
      4. All bridge players and those wishing to learn to play who are over the age of eighteen years
        will be entitled to apply for full membership of the Club.
      5. Players under the age of eighteen years will be entitled to apply for Junior membership.
        Such members are not entitled to vote at general meetings of the Club and cannot be Charity Trustees.
      6. The Club may confer Honorary Membership or Life Membership on any member who has rendered special service to the Club.

    2. Admission procedure

      1. The Charity Trustees:
        1. may require applications for membership to be made in any reasonable way that they decide;
        2. may refuse an application for membership if they believe that it is in the best interests of the Club for them to do so;
        3. shall, if they decide to refuse an application for membership, give the applicant their reasons
          for doing so, within 30 days of the decision being taken, and give the applicant the opportunity
          to appeal against the refusal; and
        4. shall give fair consideration to any such appeal, and shall inform the applicant of their decision,
          but any decision to confirm refusal of the application for membership shall be final.
      2. The Charity Trustees shall keep a register of members which will include details of their names, addresses and contact details.
      3. A former member of the Club who wishes to rejoin as a member may do so without the necessity for a
        further formal application for membership, unless the Charity Trustees decide otherwise.
      4. Members of the Club are automatically enrolled as members of the EBU and shall abide by its bye-laws, rules and regulations.
      5. In considering applications for membership, the Charity Trustees shall have regard to the playing facilities available,
        and may from time to time decide that the Club shall be closed to new applications for membership for such period as it may decide.

    3. Transfer of membership

      Membership of the Club cannot be transferred to anyone else.

    4. Duty of members

      1. It is the duty of each member of the Club to exercise his or her powers as a member of the Club in the way
        he or she decides in good faith would be most likely to further the purposes of the Club.
      2. All members are deemed to have accepted the regulations of this constitution and the rules and codes of conduct adopted by the Club.

    5. Termination of membership

      1. Membership of the Club comes to an end if:
        1. the member dies; or
        2. the member sends a notice of resignation to the Charity Trustees; or
        3. any sum of money owed by the member to the Club is not paid in full within six months of its falling due; or
        4. the Charity Trustees decide that it is in the best interests of the Club that the member in question
          should be removed from membership, and pass a resolution to that effect; or
        5. the member is expelled from the club under the Disciplinary Rules
      2. Before the Charity Trustees take any decision to remove someone from membership of the Club they must:
        1. inform the member of the reasons why it is proposed to remove him or her from membership;
        2. give the member at least 21 clear days’ notice in which to make representations to the Charity Trustees
          as to why he or she should not be removed from membership;
        3. consider, at a duly constituted meeting of the Charity Trustees, whether or not the member should be removed from membership;
        4. consider at that meeting any representations which the member makes as to why the member should not be removed; and
        5. allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.

    6. Membership fees and subscriptions

      1. All members of the Club will pay an annual subscription, the amount of which shall be decided at the Annual General Meeting of the Club.
      2. Subscriptions shall be due for payment immediately after the Annual General Meeting and must be paid by 31 December.
        Unless the Charity Trustees decide otherwise, any member whose subscription remains unpaid after 31 December shall be treated
        as a visitor until his or her subscription has been paid in full.
      3. All members of the Club, and each guest or visitor will pay table money on each occasion he plays at the Club,
        the amount of which shall be decided by the Charity Trustees.
        The table money for a session shall include any subscription due to the EBU for the session.

    7. Informal or associate (non-voting) membership

      No additional classes of membership may be created by the Charity Trustees without a change to the constitution as described in
      clause 28.

  • Members’ decisions

    1. General provisions

      Except for those decisions that must be taken in a particular way as indicated in sub-clause (d) of this clause,
      decisions of the members of the Club may be taken either by vote at a general meeting as provided in sub-clause (b)
      of this clause or by written resolution as provided in sub- clause (c) of this clause.

    2. Taking ordinary decisions by vote

      Subject to sub-clause (d) of this clause, any decision of the members of the Club may be taken by means of a resolution at a general meeting.
      Such a resolution may be passed by a simple majority of votes cast at the meeting.

    3. Taking ordinary decisions by written resolution without a general meeting

      1. Subject to sub-clause (d) of this clause, a resolution in writing agreed by a simple majority of all the members
        who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

        1. a copy of the proposed resolution has been sent to all the members eligible to vote; and
        2. a simple majority of members has signified its agreement to the resolution in a document or documents which
          are received by the Secretary to the Club within the period of 28 days beginning with the circulation date.
          The document signifying a member’s agreement must be authenticated by their signature.
      2. The resolution in writing may comprise several copies to which one or more members has signified their agreement.
      3. Eligibility to vote on the resolution is limited to members who are members of the Club on the date when the proposal
        is first circulated in accordance with paragraph (1) above.
      4. A minimum of 10% of the members of the Club may request the charity trustees to make a proposal for decision by the members.
      5. The charity trustees must within 21 days of receiving such a request comply with it if:
        1. The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
        2. The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
        3. Effect can lawfully be given to the proposal if it is so agreed.
      6. Sub-clauses (i) to (iii) of this clause apply to a proposal made at the request of members.

    4. Decisions that must be taken in a particular way

      1. Any decision to amend this constitution must be taken in accordance with
        clause 28 of this constitution (Amendment of Constitution).
      2. Any decision to wind up or dissolve the Club must be taken in accordance with
        clause 29 of this constitution (Voluntary winding up or dissolution).
      3. Any decision to amalgamate or transfer the undertaking of the Club to another CIO must be taken in accordance with the provisions of the Charities Act 2011.

  • General meetings of members

    Types of general meeting and proceedings of general meetings

      1. There must be an AGM of the members of the Club. The first AGM must be held within 18 months of the registration of the Club as a CIO, and subsequent AGMs must be held within 3 months of the financial year end, which is 31st
      2. At each AGM the following business will be transacted:
        1. The receipt of the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report;
        2. The election of officers and trustees as required under clause 13. Nominations for the posts of officers or trustees shall be in writing, proposed and seconded by members of the Club and must be signed by the person being proposed to show his willingness to be appointed. Nominations must be received by the Secretary at least fourteen clear days before the date fixed for the annual general meeting;
        3. The consideration of any resolutions included on the Agenda. Resolutions must be proposed and seconded by members of the Club, submitted in writing and received by the Secretary at least fourteen clear days before the date fixed for the annual general meeting; and
        4. The transaction of any other business.
      3. Other general meetings of the members of the Club may be held at any time. All general meetings must be held in accordance with the following provisions.

    Calling general meetings

      1. The Charity Trustees:
        1. must call the AGM of the members of the Club in accordance with sub-clause (a) of this clause, and identify it as such in the notice of the meeting; and
        2. may call any other general meeting of the members at any time.
      2. The charity trustees must, within 21 days, call a general meeting of the members of the Club if:
        1. they receive a request to do so from at least 20% of the members of the Club; and
        2. the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
      3. If, at the time of any such request, there has not been any general meeting of the members of the Club for more than 12 months, then sub-clause (e)(i) of this clause shall have effect as if 10% were substituted for 20%.
      4. Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
      5. A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
      6. Any general meeting called by the Charity Trustees at the request of the members of the Club must be held within 28 days from the date on which it is called.
      7. If the Charity Trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
      8. A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
      9. The Club must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the Charity Trustees to duly call the meeting, but the Club shall be entitled to be indemnified by the Charity Trustees who were responsible for such failure.

    Notice of general meetings

      1. The Charity Trustees, or, as the case may be, the relevant members of the Club, must give at least 21 clear days’ notice of any general meeting to all of the members, and to any Charity Trustee of the Club who is not a member.
      2. if it is agreed by not less than 90% of all members of the Club, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (m) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
      3. The notice of any general meeting must:
        1. state the time and date of the meeting;
        2. give the address at which the meeting is to take place;
        3. give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting;
        4. if a proposal to alter the constitution of the Club is to be considered at the meeting, include the text of the proposed alteration; and
        5. include, with the notice for the AGM, the annual statement of accounts and Charity Trustees’ annual report, together with details of persons standing for election or re-election as Charity Trustee, or where allowed under clause 22 (Use of electronic communication), details of where the information may be found on the Club’s website.
      4. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
      5. The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the Club.

    Chairing of general meetings

      1. The Chairman of the Club shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the Club who are present at a general meeting shall elect a chair to preside at the meeting.

    Quorum at general meetings

      1. No business may be transacted at any general meeting of the members of the Club unless a quorum is present when the meeting starts.
      2. Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or 20 members
        1. if the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed;
        2. If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must either be announced by the chair or be notified to the Club’s members at least seven clear days before the date on which it will resume;
        3. If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the Charity Trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

    Voting at general meetings

    1. Any decision other than one falling within clause 10(d) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote.
    2. A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person at the meeting.
    3. A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.
    4. A poll may be taken:
      1. at the meeting at which it was demanded; or
      2. at some other time and place specified by the chair; or
      3. through the use of postal or electronic communications.
    5. In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.
    6. Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

    7. Adjournment of meetings

    8. The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

  • Charity Trustees

Functions and duties of Charity Trustees

    1. The Charity Trustees shall manage the affairs of the Club and may for that purpose exercise all the powers of the Club. It is the duty of each Charity Trustee:
      1. to exercise his or her powers and to perform his or her functions as a Charity Trustee of the Club in the way he or she decides in good faith would be most likely to further the purposes of the Club; and
      2. to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
        1. any special knowledge or experience that he or she has or holds himself or herself out as having; and
        2. if he or she acts as a Charity Trustee of the Club in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

Eligibility for Trusteeship

    1. Every Charity Trustee must be a natural person.
    2. No one may be appointed as a Charity Trustee:
      1. if he or she is under the age of 18 years; or
      2. if he or she would automatically cease to hold office under the provisions of clause 15.
    3. No one is entitled to act as a Charity Trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the Charity Trustees decide, his or her acceptance of the office of Charity Trustee.

Number of Charity Trustees

  1. There must be at least five Charity Trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the Charity Trustees, or appoint a new Charity Trustee.
  2. The maximum number of Charity Trustees is ten. The Charity Trustees may not appoint any Charity Trustee if as a result the number of Charity Trustees would exceed the maximum.

  • Appointment of Officers and Charity Trustees

    Officers

      1. The Officers of the Club will be the Chairman, Secretary, Treasurer, Tournament Secretary and Social Secretary.
      2. No member of the Club shall simultaneously hold more than one office.
      3. Officers shall be elected at the AGM of the Club. Officers shall serve for a term of no more than three years – they may then stand for re-election.
      4. In the event of a vacancy arising during the year in any office of the Club, the trustees shall choose one of their number to fill such vacancy until the ensuing AGM.

    Charity Trustees

  • The Charity Trustees of the Club will consist of:
    1. the Officers of the Club;
    2. the immediate past Chairman of the Club;
    3. the LCBA league representative of the Club; and
    4. up to 3 other members of the Club, who shall be elected at the AGM.

  • All Charity Trustees will be required to agree in writing to act as Charity Trustees of the Club.

  • All Charity Trustees and Officers shall retire from office at the first AGM but may stand for re-election.

  • The Charity Trustees may from time to time co-opt further members of the Club to serve as Charity Trustees until the ensuing AGM, whether to fill a vacancy that has arisen, or as additional members, except that the total number of Charity Trustees shall at no time exceed ten.

  • The Charity Trustees will meet at least two times per year. A quorum at meetings of the Charity Trustees shall be three, at least one of whom must be an Officer of the Club.

  • First Charity Trustees

  • The first Charity Trustees of the Club are:
    1. The Officers – Margaret Butterworth (Chairman); Gail Tillen (Treasurer); Julie Jones (Secretary); Valerie Rees (Social Secretary); Stephen Wright (Tournament Secretary);
    2. The Immediate Past Chairman – David Twells;
    3. The LCBA League representative – Richard Rees; and
    4. The Members’ representative – Peter Wells.

  • Information for new Charity Trustees

    The Charity Trustees will make available to each new Charity Trustee, on or before his or her first appointment:

    1. a copy of this constitution and any amendments made to it; and
    2. a copy of the latest trustees’ annual report and statement of accounts of the Club.

  • Retirement and removal of Charity Trustees

    A Charity Trustee ceases to hold office if he or she:

    1. retires by notifying the Club in writing (but only if enough Charity Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
    2. is absent without the permission of the Charity Trustees from all their meetings held within a period of six months and the Charity Trustees resolve that his or her office be vacated;
    3. dies;
    4. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
    5. is disqualified from acting as a Charity Trustee by virtue of section 178-180 of the Charities Act 2011, or any statutory re-enactment or modification of that provision; or
    6. ceases to be a member of the Club

  • Reappointment of Charity Trustees

    1. Any person who retires as a Charity Trustee by rotation or by giving notice to the Club is eligible for reappointment.
    2. A Charity Trustee who has served as an Officer for three consecutive terms may not be reappointed to that Office for a fourth consecutive term but may be reappointed after an interval of at least one year.

  • Taking of decisions by Charity Trustees

    Any decision may be taken either:

    1. at a meeting of the Charity Trustees; or
    2. by resolution in writing or electronic form agreed by all of the Charity Trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Charity Trustees has signified their agreement.

  • Delegation by Charity Trustees

    1. The Charity Trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The Charity Trustees may at any time alter those terms and conditions, or revoke the delegation.
    2. This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Charity Trustees, but is subject to the following requirements:
      1. a committee may consist of two or more persons, but at least one member of each committee must be a Charity Trustee;
      2. the acts and proceedings of any committee must be brought to the attention of the Charity Trustees as a whole as soon as is reasonably practicable; and
      3. the Charity Trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

  • Meetings and proceedings of Charity Trustees

    Calling meetings

      1. Any Charity Trustee may call a meeting of the Charity Trustees.
      2. Subject to that, the Charity Trustees shall decide how their meetings are to be called, and what notice is required.

    Chairing of meetings

      1. The Chairman of the Club shall chair the meetings of Charity Trustees. If he or she is not present within 10 minutes after the time of the meeting, the Charity Trustees present may appoint one of their number to chair that meeting.

    Procedure at meetings

      1. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is three Charity Trustees, or the number nearest to one third of the total number of Charity Trustees, whichever is greater, or such larger number as the Charity Trustees may decide from time to time. A Charity Trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
      2. Questions arising at a meeting shall be decided by a majority of those eligible to vote.
      3. In the case of an equality of votes, the chair shall have a second or casting vote.

    Participation in meetings by electronic means

    1. A meeting may be held by suitable electronic means agreed by the Charity Trustees in which each participant may communicate with all the other participants.
    2. Any Charity Trustee participating at a meeting held under sub-clause (g) shall qualify as being present at the meeting.
    3. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

  • Saving provision

    1. Subject to sub-clause (b) of this clause, all decisions of the charity trustees, or of a committee of Charity Trustees, shall be valid notwithstanding the participation in any vote of a Charity Trustee:
      1. who was disqualified from holding office;
      2. who had previously retired or who had been obliged by the constitution to vacate office;
      3. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

      if, without the vote of that Charity Trustee and that Charity Trustee being counted in the quorum, the decision has been made by a majority of the Charity Trustees at a quorate meeting.

    2. Sub-clause (a) of this clause does not permit a Charity Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Charity Trustees or of a committee of Charity Trustees if, but for clause (a), the resolution would have been void, or if the Charity Trustee has not complied with clause 7 (Conflicts of interest).

  • Execution of documents

    1. The Club shall execute documents by signature
    2. A document is validly executed by signature if it is signed by at least two of the Charity Trustees.

  • Use of electronic communications

    General

      1. The Club will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
        1. the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
        2. any requirements to provide information to the Charity Commission in a particular form or manner.

    Communications to the Club

      1. Any member or Charity Trustee of the Club may communicate electronically with the Club to an address specified by the Club for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the Club.

    Communications by the Club

    1. Any member or Charity Trustee of the Club, by providing the Club with his or her email address or similar, is taken to have agreed to receive communications from the Club in electronic form at that address, unless the member has indicated to the Club his or her unwillingness to receive such communications in that form.
    2. The Charity Trustees may, subject to compliance with any legal requirements, by means of publication on its website:
      1. provide the members with the notice referred to in clause 11(m) (Notice of general meetings);
      2. give Charity Trustees notice of their meetings in accordance with clause 19 (Calling meetings).
    3. The Charity Trustees must:
      1. take reasonable steps to ensure that members and Charity Trustees are promptly notified of the publication of any such notice or proposal;
      2. send any such notice or proposal in hard copy form to any member or Charity Trustee who has not consented to receive communications in electronic form.

  • Keeping of Registers

    The Club must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and Charity Trustees.

  • Minutes

    1. The Charity Trustees must keep minutes of all:
      1. appointments of officers made by the Charity Trustees;
      2. proceedings at general meetings of the Club;
      3. meetings of the Charity Trustees and committees of Charity Trustees including:
        1. the names of those present at the meeting;
        2. the decisions made at the meetings;
        3. where appropriate, the reasons for the decisions; and
        4. decisions made by the charity trustees otherwise than in meetings.
    2. The minutes of Charity Trustee meetings should be made available to the membership (apart from any matters deemed inappropriate for publication).

  • Maintenance of records

    1. The Charity Trustees must comply with the requirements of the Charities Act 2011 with regard to:
      1. the keeping of accounting records;
      2. the preparation and scrutiny of statements of accounts; and
      3. the preparation of annual reports and returns.
    2. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the Club, within 10 months of the financial year end.
    3. The Charity Trustees must inform the Charity Commission within 28 days of any change in the particulars of the Club entered on the Central Register of Charities.

  • Rules

    1. The Charity Trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Club, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the club on request.
    2. Each member of the Club shall be required in connection with the sport of Duplicate Contract Bridge to conform to the standards of fair play, courtesy and personal deportment prescribed by the Bye Laws and regulations for the time being of the EBU.
    3. The Club shall have the powers and procedures for the enforcement of the requirement in Clause 26(2). These are set out in the Disciplinary Rules (Appendix 1) and shall stand as part of the Constitution and be subject to the same provisions of the Constitution regarding amendment.

  • Disputes

    If a dispute arises between members of the Club about the validity or propriety of anything done by the members under this Constitution,
    and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by
    mediation before resorting to litigation.

  • Amendment of Constitution

    1. As provided by clauses 224-227 of the Charities Act 2011, this Constitution can only be amended:
      1. by a resolution agreed in writing by all members of the Club; or
      2. by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the Club.
    2. Any alteration of: clause 3 (Objects); clause 29 (voluntary winding up or dissolution); this clause; or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the Club or persons connected with them, requires the prior written consent of the Charity Commission.
    3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
    4. A copy of any resolution altering the Constitution, together with a copy of the Club’s Constitution as amended, must be sent to the Charity Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

  • Voluntary winding up or dissolution

    1. As provided by the Dissolution Regulations, the Club may be dissolved by resolution of its members.
    2. Any decision by the members to wind up or dissolve the Club can only be made:
      1. at a general meeting of the members of the Club called in accordance with clause 11 (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote;
      2. by a resolution passed by a 75% majority of those voting; or
      3. by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
      4. by a resolution agreed in writing by all members of the Club.
    3. Subject to the payment of all the Club’s debts:
      1. Any resolution for the winding up of the Club, or for the dissolution of the Club without winding up, may contain a provision directing how any remaining assets of the Club shall be applied;
      2. If the resolution does not contain such a provision, the Charity Trustees must decide how any remaining assets of the Club shall be applied.
    4. In either case the remaining assets must be applied for charitable purposes which are the same as, or similar to, those of the Club.
    5. The Club must observe the requirements of the Dissolution Regulations in applying to the Charity Commission for the Club to be removed from the Register of Charities, and in particular, the Charity Trustees must send with their application to the Charity Commission:
      1. a copy of the resolution passed by the members of the Club;
      2. a declaration by the Charity Trustees that any debts and other liabilities of the Club have been settled or otherwise provided for in full; and
      3. a statement by the Charity Trustees setting out the way in which any property of the Club has been or is to be applied prior to its dissolution in accordance with this constitution.
    6. the Charity Trustees must ensure that a copy of the application is sent within seven days to every member and employee of the Club, and to any Charity Trustee of the Club who was not privy to the application.
    7. If the Club is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

 

 

Leave a Reply

Your email address will not be published. Required fields are marked *

This site uses Akismet to reduce spam. Learn how your comment data is processed.