These Rules are to be read with the Articles of Association of the Elwick Club Limited adopted by the Company in the 2013.
These Rules together with the Articles comprise the Club’s formal constitution.
To the extent required by law and in case of any conflict or inconsistency, the Rules are supplemental and subordinate to the Articles which shall prevail.
In the Articles and in these Rules:
“Company AGM” means an annual general meeting of the Company
“Articles” means the Articles of Association of the Company
“Board” Means the Board of Directors of the Company.
“Chairman” means the chairman of the Board
“Club” means the Elwick Club governed by the Rules
“Club AGM” means an annual general meeting of the Club
“Club Premises” means the freehold premises registered with HM Land Registry under title number K190721 and being the premises of the Club at and addressed as The Elwick Club, Church Road, Ashford, TN23 1RD
“clear day” means twenty-four hours from midnight following the relevant event
“Companies Act” means the Companies Act 2006
“Company” means The Elwick Club Limited, company registration number 18707, which owns the Club Premises on behalf of all the members for the time being of the Club
means the constitution of the Club as set out in the Rules and in the Articles of the Company duly adopted from time to time
“Date of Adoption” means the date upon which the Rules and the Articles were formally adopted
means an extraordinary general meeting of the Company, and “Club EGM” shall be construed accordingly as an extraordinary meeting of the members of the Club
means a committee of up to twelve Members appointed to manage the affairs of the Club from time to time subject to the executive authority of the Board and from whose number the Board is appointed
“Member” and “membership” means a Member or membership of the Club
“month” means calendar month
“Rules” means the Rules of the Club
“Secretary” means the Secretary of the Club if any including a joint secretary
“Shareholder” means a Member of the Club who has been appointed as a Trustee holding shares in the Company on trust for all Members of the Club for the time being
“Treasurer” means the person from time to time duly appointed as Treasurer to the Club
“Trustees” means those persons from time to time holding office as a trustee of the Club
“written” or “in writing” means a legible document on paper including a fax message
“year” means a calendar year
All Members agree to be bound by the Rules.
3.1 The following persons shall, subject to the provisions of the Articles and the Rules, be Members of the Club:
3.1.1 The persons who, for the time being, hold the following offices:
(a) The Trustees
(b) The members of the Management Committee of the Club;
3.1.2 The persons who, on the Date of Adoption, were Members of the Club and who have not since that date ceased to be Members;
3.1.3 Such other persons or organisations as shall be duly admitted to membership of the Club in accordance with the Rules.
3.2 The Club must maintain a register of members.
3.3 Membership of the Club is open to any individual committed to promoting its best interests and success and who:
3.3.1 Consents to membership governed by the Rules;
3.3.2 Is eligible in accordance with the provisions of this clause;
3.3.3 Applies to the Club in accordance with the form and process of admission required by the Club from time to time;
3.3.4 Is aged 17 or over;
3.3.5 Is approved by the Management Committee;
3.3.6 Is elected to Membership in accordance with the Rules;
3.3.7 Is entered in the Register of Members and subscribes without reservation to the Rules;
3.3.8 Has paid all Club subscription monies and renewals due;
3.3.9 Is not otherwise precluded from being a Member.
3.4 The Management Committee acting on behalf of the Club must inform the applicant in writing of the decision to elect to membership or, if applicable, the reason for refusal within twenty one days of the decision.
3.5 The Management Committee acting on behalf of the Club must consider any written representations the applicant may make about the decision. The decision of the Management Committee so acting following any written representations must be notified to the applicant in writing but shall be final.
3.6 Membership is terminated if the Member concerned:
3.6.1 Gives written notice of resignation to the Club;
3.6.2 Dies or, if it is an organization, ceases to exist;
3.6.3 is removed from membership by resolution of the Club on recommendation from the Management Committee on the grounds that in their reasonable opinion the Member’s continued membership is harmful to or no longer in the best interests of the Club (but only after notifying the Member in writing and considering the matter in the light of any written representations which the Member puts forward within thirty clear days after receiving notice of the resolution).
3.7 Membership of the Club is not transferable.
4. Classes of Membership
4.1 The Club may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.
4.2 The Management Committee may not directly or indirectly alter the rights or obligations attached to a class of Members.
4.3 The rights or obligations attached to a class of Members (other than Luncheon Club Members, Corporate Members, and Temporary Members) may only be varied if three quarters of the Members (other than Luncheon Club Members, Corporate Members, and Temporary Members) including at least three quarters of the Members of that class consent to the variation at a Club AGM or SGM.
4.4 The provisions in the Rules concerning general meetings shall apply to any meeting relating to the variation of the rights of any class of Members.
4.5 At the Date of Adoption the following classes of Membership exist:
(a) Full Members being those Members not in any other category;
(b) Senior Members being those Members over the age of 65 years on the 1st. July in any current year;
(c) Family Membership being a Full Member, Associate Member (spouse or partner), and children aged between 17 years and 21 years on the 1st. July in any current year;
(d) Junior Members being those Members over the age of 17 years and under the age of 21 years on the 1st. July in any current year ;
(e) Associate Members elected in accordance with Rule 4.10;
(f) Honorary Members being those Members elected by the Management Committee to this status having completed a continuous period of 40 years Membership of the Club as Junior, Full, or Senior ;
(g) Honorary Life Members being those Members elected by the Management Committee to this status;
(h) Luncheon Club Members elected in accordance with Rule 4.11;
(j) Corporate Members elected in accordance with Rule 4.13 ;
(j) Temporary Members approved by the Secretary in accordance with Rule 4.16.
4.6 All Members except Temporary Members shall be elected by the Management Committee and a candidate for election shall:
(a) Complete an application form giving his or her full name(s), address, date of birth, occupation, and category of Membership applied for.
(b) Be either:
(i) proposed and seconded by paid-up Members of the Club
(ii) If the candidate does not know two Members of the Club proposed and seconded by Members of the Management Committee following an interview with three Members of the Management Committee.
4.7 The Management Committee may require candidates proposed in accordance with Rule 4.6(b) (i) to attend for an interview with three members of the Management Committee before the Management Committee decides upon the application.
4.8 The names, addresses, and occupations of candidates and names of the proposer and seconder shall be entered on a list which shall be posted on the Club Notice Board at least fourteen days before the Management Committee shall consider applications for Membership and while the list of candidates is on display any Member with an objection to an applicant’s membership may make such objection known to a member of the Management Committee or the Secretary either verbally or in writing and:
4.8.1 Candidates proposed under Rule 4.6(b) (i) must be personally known to the proposer and seconder who both vouch that the candidate is suitable for Membership;
4.8.2 All Candidates for Membership (except Temporary Membership) shall be considered by the Management Committee;
4.8.3 Once approved for Membership by the Management Committee every new Member shall serve a probationary period of twelve months during which period Membership may be terminated at any time in accordance with Rule 6.3(f).
4.9 Any candidate who has previously been a Member of the Club may apply to be re-elected by the Management Committee and any arrears of subscription accrued during the Member’s previous Membership must be paid prior to any such application.
4.10 The Management Committee may elect as an Associate Member the spouse or partner of a Member (but not a Temporary, Corporate, or Luncheon Club Member) provided that such membership shall terminate immediately in the case of:
(a) An Associate Member ceasing to be the spouse or partner of the Member
(b) The spouse or partner of an Associate Member ceasing to be a fully paid-up Member of the Club.
4.10.1 For the purposes of the Rules a partner shall be a person recognised as the co-habitant of the Member.
4.10.2 Associate Members shall pay an annual subscription to be determined in accordance with Rule 5.1 but shall not be entitled to any refund of subscription upon termination of Membership.
4.10.3 At the discretion of the Management Committee, Associate Membership may continue following the death of the Associate Member’s spouse or partner.
4.11 The Management Committee may elect Luncheon Club Members who shall:
(a) Have rights of membership limited to those set out in this Rule;
(b) Have applied for membership in accordance with Rule 4.6;
(c) Comply with the published byelaws;
(d) Have access to the Club between 11a.m. and 3pm. only;
(e) Have access only to the Bar and dining areas.
4.12 The Management Committee may terminate the membership of a Luncheon Club Member by giving seven days notice in writing.
4.13 The Management Committee may elect Corporate Members who shall :
(a) Have rights of membership Limited to those set out in this Rule;
(b) Have individually applied for membership in accordance with Rule 4.6;
(c) Comply with the published byelaws;
(d) Have access to facilities of the Club as determined by the Management Committee;
(e) Have no voting rights at general meetings of Members.
4.14 The Management Committee may terminate the membership of a Corporate Member by giving seven days notice in writing.
4.15 The Management Committee shall fix the subscription for Corporate Members.
4.16 The Secretary in accordance with guidelines approved by the Management Committee may upon application grant any person Temporary Membership. If such application is approved the Temporary Member may be required to pay, before using the facilities of the Club, a subscription to be determined by the Secretary. Temporary Members shall have no rights of membership other than access to the Club’s facilities for the period and to the extent determined by the Secretary.
5.1 The amount of the annual subscription for all Members, except Corporate and Temporary Members, together with the additional premium referred to in Rule 5.3(a) shall be fixed at a Special General Meeting of the Members of the Club to be held in May or June each year.
5.2 Annual Subscriptions shall be due and payable on the 1st. July unless otherwise agreed by the Management Committee in accordance with Rule 5.3 and if a Member’s subscription is not paid by the 31st. July notice requiring payment shall be sent to that Member and if the subscription is still not paid within fourteen days thereafter all rights of Membership shall cease until such time as the Member shall be reinstated by the Management Committee.
5.3 Upon application in writing by a Member, the Management Committee may agree to payment of the Member’s Annual Subscription by four equal instalments payable on the 1st. July, 1st. October, 1st. January, and 1st. April, by Standing Order. If a Member’s instalment is not paid by the seventh day of the month in which it falls due, a notice requiring payment shall be sent to that Member and if the instalment is still not paid within seven days thereafter, the outstanding balance of the Member’s Annual Subscription shall fall due and all rights of Membership shall cease until such time as the Member shall be reinstated by the Management Committee. A Member making payment of the Annual Subscription by instalments shall:
(a) Pay an additional premium determined under Rule 5.1
(b) Be deemed to be a paid-up Member for the purposes of the Rules
5.4 A Member elected after the 30th. September in any year shall pay an initial subscription calculated pro rata to the remainder of the year.
5.5 No Member shall be entitled to the use of the Club, or to vote as a Member, until the appropriate Subscription is paid.
5.6 Any Member intending to resign from the Club must signify intention to do so in writing to the Secretary on or before the 1st. July in any year. In default of such written notice the Member shall be liable to the payment of the Annual Subscription for that year.
5.7 Any Member shall be at liberty to introduce a guest for three consecutive days without payment but no guest shall be introduced for more than five days in any one year. The name and address of the guest, with the date, shall be entered into the Guests’ Book, and signed by the introducing Member.
6. The Management Committee
6.1 The Management Committee shall consist of twelve members.
6.2 At the Club AGM, held in accordance with Rule 8, elections for membership of the Management Committee shall be held.
6.2.1 There shall be at least six vacancies for such membership.
6.2.2 All Members of the Management Committee who have been co-opted under Rule 6.3(c) (i) shall cease to be Members of the Management Committee but may offer themselves for election.
6.2.3 Sufficient elected Members to make the vacancies up to six shall resign from the Management Committee but may offer themselves for re-election, The Members to resign must be those who have been longest in office since last being elected. Members of the Management Committee who were elected at the same time shall agree among themselves who shall resign or this may be determined by drawing lots.
6.2.4 Retiring elected Members of the Management Committee may offer themselves for re-election to the Management Committee without being proposed and seconded.
6.2.5 Other candidates for election to the Management Committee, including previously co-opted members of the Management Committee, shall be nominated by two Members in writing upon a form supplied for that purpose by the Secretary. Such forms shall be delivered to the Secretary not less than six clear days before the date of the Club AGM and the names of the candidates shall be posted on the Club Notice Board prior to the Club AGM.
6.3 The following shall be the duties and powers of the Management Committee:
(a) The Management Committee shall meet once a month, or more often if necessary, (four to form a quorum) for transaction of the business of the Club and shall give such directions and make such byelaws as it shall think best for the welfare and benefit of the Club. The Management Committee shall have power to amend rescind or add to the byelaws for the time being in force. Up to date byelaws shall be posted on the Club Notice Board and shall be binding upon the Members.
(b) The Management Committee shall elect a Chairman and Vice-Chairman to hold office for twelve months.
(c) The Management Committee has the power to:
(I) co-opt Members to fill vacancies;
(ii) Co-opt an additional Member or Members for the benefit of expertise or knowledge required by the Management Committee. Members co-opted for this purpose shall have no voting rights on decisions of the Management Committee and shall serve for a period to be determined by the Management Committee.
(d) The Management Committee shall, at the written request of any twelve Members, or it may of its own accord, call a Special General Meeting for the consideration of any specific proposition.
(e) The Management Committee shall consider and decide upon all applications for Membership made in accordance with Rule 4.6.
(f) The Management Committee may terminate the Membership of a Member during the twelve month probationary period of Membership without giving notice or reason for the termination, any unexpired subscription paid to be returned on a pro rata basis,
(g) The Management Committee may, at its discretion, appoint a President and determine the duration and duties of the holder of that post.
(h) The Management Committee may appoint such Sub-Committees as it considers necessary and determine their terms of reference.
(i) In the event of a Member’s apparent misconduct, the Management Committee shall appoint a Sub-Committee of three Management Committee Members to consider the alleged misconduct. The Member concerned shall be given the opportunity of speaking in his/her defence and questioning those who allege misconduct. If the Sub-Committee concludes that misconduct has occurred, the Member shall be suspended for a period not exceeding three months. The Management Committee may use this power in cases of misconduct where it considers that termination of Membership is too severe. During a period of suspension, a Member shall be debarred from using the Club’s premises. Continuity of Membership shall be maintained provided that all subscriptions due or falling due are paid.
(j) The Management Committee may, at its discretion, offer the use of the Club’s facilities to employees of the Club and their partners. This will not be interpreted as Membership of the Club. Employees may not use sporting facilities of the Club during peak periods (as determined by the Management Committee) unless playing against a Member of the Club. The use of facilities under this Rule will automatically cease upon cessation of employment.
(k) The Management Committee may, at its discretion, enter into arrangements with local businesses whereby Luncheon Club Memberships are granted to specific individuals in exchange for facilities that will be of benefit to the Club. All such Luncheon Club Memberships to be elected in accordance with Rule 4.11.
(l) The Management Committee is empowered to vary subscription rates for the purposes of offering incentives when implementing membership drives.
(m) At the Special General Meeting referred to in Rule 5.1 the Management Committee shall submit for approval by simple majority for the coming year :
i. an operational and cash forecast business plan ;
ii. proposals for the subscriptions to be fixed for all classes of membership ;
iii. Costings for any project previously proposed at a Club AGM involving capital expenditure in excess of £5,000.
(n) Any project involving capital expenditure in excess of £5,000 duly approved under Rule 6.3(m) iii. shall be executed accordingly by the Management Committee provided that at the time :
i. the Club’s trading and cash position is at or ahead of the approved business plan for that year
Or if not
ii. The expenditure is approved by the Club’s bankers as part of an agreed plan or strategy put forward by the Management Committee.
(o) Any other project involving capital expenditure in excess of £5,000 may be duly executed by the Management Committee provided that :
i. it is unanimously agreed to be of an emergency nature or necessary to meet obligatory legal or safety requirements
ii. It is funded by external grant or donation either in its entirety or to the extent that it is reduced to an amount of less than £5,000.
(p) Whether under Rule 6.3(n) or (o) all capital expenditure in excess of £5,000 shall be the subject of a written order duly signed by two Management Committee members containing details of all material products, work involved, and the cost thereof.
6.4 In all divisions, either in Management Committee or at a General Meeting, the Chairman of that meeting shall have the privilege of giving a second or casting vote.
7.1 The Trustees shall hold the property of the Club (including, without limitation, the shares in the Company) on trust for the Members of the Club. When any person ceases to be a Trustee for any reason or a new Trustee is appointed, then the Trustees shall execute a stock transfer form to transfer the shares in the Company to the new Trustees.
7.2 No person shall become a Trustee unless:
(a) they have been a Member for not less than 10 years ;
(b) They have at some time past or present served as a member of the Management Committee for not less than 2 years;
(c) They have been nominated to become a Trustee by not less than two existing Trustees, but this requirement shall not apply if for any reason there are less than three Trustees, or if they are elected by more than 75% of the Members present at an AGM of the Club.
7.3 Trustees shall be elected by the Members, but if at any time there becomes a vacancy, or if any Trustee wishes to retire, the Trustees shall appoint a new Trustee, so as to ensure, so far as possible that there are four Trustees at all times.
7.4 Any Member appointed as a Trustee by the other Trustees in accordance with Rule 7.2 shall offer themselves for election at the next AGM of the Club.
7.5 A duly elected Trustee shall retain that position until such time as he/she shall die or resign or become bankrupt or be removed from office by more than 75% of the Members present at an AGM or SGM of the Club so voting.
8. Annual General Meetings of the Club and the Company
8.1 The Club AGM shall be held in September or October of each year upon the same day as the Company AGM. Notice of the Club AGM shall be sent to Members by the Secretary in accordance with Rule 10 and notice of the Company AGM shall also be sent under same cover to the Trustees.
8.2 The Company AGM shall be opened first at which the Trustee shareholders present will:
(a) Consider and, if thought fit, recommend the Accounts for the previous year to the Club AGM for approval;
(b) Receive notices from Trustee desiring to resign;
(c) Adjourn pending the conclusion of the Club AGM.
8.3 At the Club AGM the Members present will:
(a) Bearing in mind any resignations duly accepted, elect new members of the Management Committee in accordance with Rule 6.2, such appointments to take effect immediately;
(b) If necessary, and bearing in mind any resignations, elect Members to act as Trustees in accordance with Rule 7;
(c) Consider and, if thought fit, approve the Accounts for the previous year and propose them for adoption by the Company;
(d) If necessary deal with any proposition of which notice has been given in accordance with Rule 10.2;
8.4 The Company AGM shall following conclusion of the Club AGM then be re-convened at which the Trustee shareholders (including the resigning Trustees until their resignation becomes effective) will:
(a) if necessary :
I. resolve to appoint new Board members with immediate effect;
ii. Resolve to accept the resignations previously notified, which resignations shall take immediate effect;
iii. Resolve to approve the registration of transfers of the resigning Trustees’ shares into the names of the new Trustees upon receipt of completed stock transfer forms, share certificates, or indemnities in lieu in an agreed form;
(b) Adopt the Accounts for the previous year.
8.5 Chair and Quorum
8.5.1 At any Club General Meeting, the Chairman of the Management Committee (or, in his absence, the Vice-Chairman) shall take the Chair. If both Chairman and Vice-Chairman are absent the Members attending the General Meeting shall elect someone from among themselves to chair that Meeting.
8.5.2 At any General Meeting (except that referred to in Rule 9.) the quorum shall be twenty Members and every paid-up Member (except Temporary, Luncheon Club Members, and Corporate Members) shall be entitled to attend and vote.
8.5.3 A proposition to amend, add to, or rescind one or more of the Rules may only be carried by a two-to-one majority of Members present and voting.
8.5.4 A proposition on a subject other than the Rules may be carried by a simple majority of Members present and voting.
8.5.5 Proxy votes shall not be allowed.
9. Special General Meetings of the Club
If, in the opinion of the Management Committee, a Member’s conduct is likely to interfere with the welfare or good order of the Club and the Management Committee decides that action in accordance with Rule 6.3 (i) is insufficient the Management Committee shall call a Special General Meeting to consider the removal of that Member from Membership of the Club. The quorum shall be twenty one Members. If two-thirds of the Members present and voting shall decide by ballot at such a Meeting that a Member shall be removed from Membership of the Club, the current subscription of that Member for the unexpired period shall be returned and the Member shall cease to belong to the Club with immediate effect.
10. Notices and complaints
10.1 Notice of all General Meetings of the Club shall be given to all Members except Luncheon Club Members, Corporate Members, and Temporary Members in writing or by electronic means by the Secretary at least twenty one days prior to any such Meeting. Any notice sent to the last known address or e-mail address of any Member shall be deemed to have been received by the Member.
10.2 Any proposition to be put to a General Meeting of the Club must be received in writing by the Secretary at least fifteen days before such Meeting and notice of any proposition to be discussed at any General Meeting shall be given to Members by the posting of a notice on the Club Notice Board at least fourteen days prior to such Meeting.
10.3 All complaints (except those referred to in Rule 10.4) or suggestions must be made in writing in the Club Suggestion Book or by letter to the Secretary or Chairman, and must be signed by the Member or Members making such complaint or suggestion.
10.4 All complaints against employees of the Club must be made in writing to the Secretary and any complaint against the Secretary must be made in writing to the Chairman.
10.5 All Members shall pay for every expense they incur in the Club before leaving the Club’s premises.
10.6 The hours during which intoxicants may be sold in the Club shall be determined by the Management Committee and displayed on the Club Notice Board but these hours shall fall within the licensing hours included in the licence issued by Ashford Borough Council. Notification of changes (temporary or otherwise) shall be given at least seven days in advance. Intoxicants may be sold for consumption on the premises by guests of Members who have been introduced in accordance with Rule 5.7 and to those attending meetings and functions at the Club and their guests.