Rules for an Unincorporated Association - Template Form Pro · UK-law

The Rules and Constitution of
________

(an unincorporated members' club)

Name

1. The name of the Club is ________ (the "Club").

Object(s) of the Club

2. The object(s) of the Club are as follows:

________

Membership

3. Any person aged ________ to ________ is eligible to be a member.

4. The signatories to these Rules are the first members of the Club.

5. An applicant for membership must be proposed in writing by an existing member and must submit a signed and dated application form to the Secretary stating:

(a) the applicant's name, address and date of birth;

(b) that the applicant has been given and has read a copy of these Rules, supports the object(s) of the Club and agrees to be bound by the Rules immediately upon admission to membership; and

(c) the applicant's consent to the holding and processing of the applicant's personal data by the Club for the purposes of administering membership in accordance with the Data Protection Act 2018 and the UK General Data Protection Regulation (UK GDPR).

6. Until an applicant is approved for membership, the applicant is not entitled to any of the privileges of the Club.

7. The Executive Committee, or any sub-committee to which the Executive Committee delegates such power, decides all applications for membership. No application shall be refused, and no member shall be expelled or otherwise penalised, on the ground of any protected characteristic within the meaning of the Equality Act 2010.

Data Protection

8. The Club is a controller of members' personal data for the purposes of the UK GDPR and the Data Protection Act 2018. The Secretary shall ensure that personal data held in the Members' Register is processed lawfully, fairly and transparently, kept secure, retained only for as long as necessary and used solely for the proper administration of the Club. Members are entitled to exercise the rights conferred on data subjects by that legislation. The Club's contact for data protection matters is ________.

Officers and their Duties

9. The Club has the following Officers, who are elected by the members for one year terms:

Chair — who chairs all General Meetings and all Executive Committee meetings when present.

Secretary — who is responsible for the keeping of all books and records of the Club, including the Members' Register (containing the name and address of every member and such other contact details as the member supplies) and the taking of minutes of all General Meetings and Executive Committee meetings.

Treasurer — who ensures that the financial affairs of the Club are kept in good order and that annual accounts and a financial report are submitted to the Executive Committee for it to place before the members at the Annual General Meeting.

Executive Committee

10. The day-to-day running of the Club is under the control of the Executive Committee, which consists of:

the 3 Officers of the Club; and

no more than ________ other members of the Club, elected for one year terms.

11. A quorum for Executive Committee meetings is 3.

12. The members present will elect a chair for that meeting whenever the Chair is not present.

13. Minutes of Executive Committee meetings must be taken and made available to all Club members.

14. The Executive Committee has the following powers and responsibilities:

(a) supervision and direction of the day-to-day running of the Club;

(b) preparation and presentation to the Annual General Meeting of a written annual report on the Club and its activities (annexing the annual accounts and the Treasurer's financial report); and

(c) appointment of sub-committees, whose membership must include at least one member of the Executive Committee, to which it may delegate powers and duties on such terms as the Executive Committee thinks fit.

Vacancies on Executive Committee

15. The Executive Committee may appoint a member to fill any casual vacancy on the Executive Committee until the next Annual General Meeting. However, a member so appointed shall not be permitted to participate in the management of the following activities:

________

16. Any member so appointed must retire at the next Annual General Meeting but may be elected as a member of the Executive Committee at that meeting.

Financial year, accounts and auditors

17. The Club's financial year runs to ________ in each year. An income and expenditure account must be made up for that year and a balance sheet struck at that date.

18. Two members, who are not to be elected or co-opted to the Executive Committee, are elected by the members as Auditors for one year terms and will audit the annual accounts.

Re-election and further terms of office

19. Members are only eligible for re-election for further terms as Officers or members of the Executive Committee for a maximum of ________ further term(s).

20. Members shall only be eligible to be appointed as Auditors of the annual accounts for a maximum of ________ further term(s).

Membership and subscriptions

21. The membership subscription is £________ for each calendar year and must be paid by ________ (the "Fee Date").

22. The future level of subscription and any entrance fee may be changed by a resolution at the Annual General Meeting passed by a majority of those members present and voting when the vote is taken.

23. A new member who joins at any time after the Fee Date must pay the whole annual subscription for that calendar year on joining.

Power to appoint members

24. Any person who is proposed and approved for membership by the members at the Annual General Meeting will become a member for one year on whatever terms and with whatever rights the members may decide, and at the end of each year the members will consider re-approval.

Renewal

25. Membership is automatically continued each year unless:

(a) the member resigns on or before ________, in which case the member is under no obligation to pay any part of the subscription for that new year; or

(b) the member fails to pay the new annual subscription by ________, and no instalment plan is agreed, in which case the member is treated as having resigned on ________ unless within 30 days of ________ he or she gives the Secretary a written request to remain a member and the Executive Committee then so allows on whatever terms it imposes as to payment of that subscription or otherwise; or

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Resignation from membership

26. A member may resign at any time by notice in writing to the Secretary. On receiving the notice the Secretary will immediately remove that member from the Members' Register, which terminates membership.

27. The resigning member is not entitled to any return or rebate of subscription and remains liable for any unpaid subscription and any other sums due from him or her to the Club.

Disciplinary offences

28. Any member who is in serious or persistent breach of these Rules, or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of this Club, may be disciplined as set out in the Disciplinary Regulations in Annex 1.

Effect of resignation, expulsion or death

29. All rights and interests in the Club and its property cease immediately on termination of membership by resignation, expulsion or death.

General Meetings of Members

30. Annual General Meeting: An Annual General Meeting of all members must be held in ________ each year (or, failing that, as soon as possible thereafter) and called by the Secretary on 14 days' written notice to the members stating the date, time and place of the meeting and the business to be conducted. The business will include:

(a) presentation and summary explanation by the Treasurer of (i) the Club's annual accounts for the financial year last ended and (ii) a budget for the Club's current financial year for approval of the members (if they so decide);

(b) consideration of the Executive Committee's annual report;

(c) election of Officers, members of the Executive Committee and Auditors; and

(d) such resolutions as are stated in the notice of the meeting.

31. Special General Meeting: At any time the Executive Committee or any 2 members may by a joint written notice request the Secretary to call a meeting of members, and the Secretary must then call a Special General Meeting on no less than 21 days' written notice to all members stating the date, time and place of the meeting and the business to be conducted.

32. The quorum for the Annual General Meeting and any Special General Meeting is 3 or at least 50% of voting members, whichever is the larger.

33. The voting members present elect a chair for any General Meeting whenever the Chair is not present.

34. Minutes of General Meetings must be taken and made available to all members.

Notices

35. Any notice required or permitted to be given to any member under these Rules is validly given if: (i) sent by post to that member's address in the Members' Register (in which case it is deemed given to the member 2 days after posting); or (ii) given to him or her personally; or (iii) sent by email to that member's email address in the Members' Register (in which case it is deemed given on the day of sending unless sent after 5pm or on a non-business day, when it is deemed given on the next business day).

36. Any notice required or permitted to be given by any member to the Secretary under these Rules is validly given if sent by post or email to the Secretary at the postal address or email address most recently notified to members by the Secretary. It is deemed given when actually received at that address.

Resolutions and voting

37. Resolutions and other decisions at all General Meetings, Executive Committee meetings or any sub-committee meetings are passed and made if so voted by a majority of those members present and voting when the vote is taken.

38. Voting may, at the discretion of the chair, be undertaken by show of hands, by ballot or by show of hands followed by ballot.

39. Proxies are allowed on written notice by the member to the Secretary prior to the meeting stating the name of the member appointed to vote on his or her behalf at the forthcoming meeting.

Trustees and Club Property

40. There will be 3 Trustees of the Club, being the Treasurer and 2 other members elected in General Meeting.

41. The first Trustees are the Treasurer and 2 other members elected at the first Members' Meeting at which these Rules have been adopted.

42. A General Meeting may remove or appoint Trustees at any time (except that the Treasurer cannot be removed as a Trustee for so long as he or she is Treasurer but ceases to be a Trustee on ceasing to be Treasurer, when the new Treasurer automatically becomes a Trustee).

43. A Trustee holds office until death, resignation or removal by a General Meeting.

44. All property of the Club, including money (except cash up to £________ held by the Treasurer at any time for Club purposes), is to be held and used by the Trustees for the benefit of the Club.

45. The Trustees will hold and use the Club's property in accordance with all lawful directions of the Executive Committee.

Club premises

46. The Club premises are at:

________

Employment and Other Contracts

47. The Club may engage employees on such terms as the Executive Committee decides, and all such engagements shall comply with the Employment Rights Act 1996, the Equality Act 2010 and all other applicable employment legislation.

48. All contracts of employment will be made by the Trustees and will state that the Trustees are the employers on behalf of the Club for the time being.

49. The Secretary may enter into contracts as agent for the members provided that no such contract involves property or money beyond the value of £________.

50. All other contracts between the Club and any other person are made by the Trustees as agents for the members, unless the Executive Committee instead authorises any one or more of the Officers or other members of the Executive Committee to enter into a contract as agent for the members.

Indemnities and limitation of liability

51. Full indemnity out of the Club's funds is given to:

(a) Trustees against all payments and other liabilities properly incurred by them as Trustees;

(b) Officers and other members of the Executive Committee against all payments and other liabilities properly incurred by them in the exercise of their duties or powers for the Club; and

(c) every Trustee, Officer or other member entering into any contract on behalf of the members against all payments and other liabilities incurred by them in connection with that contract.

52. The liability of Trustees, Officers or other members entering into any contract for the Club, and the liability of any members on whose behalf the contract is made, is limited to the assets of the Club.

53. The limit of each member's indemnity given to Trustees, Officers or other members in any calendar year in relation to any contracts entered into by them for the Club is a sum equal to one year's membership subscription.

54. Nothing in these Rules excludes or restricts any liability that cannot lawfully be excluded or restricted, including liability for death or personal injury caused by negligence.

Disputes between members

55. Any dispute arising between members in connection with the Club, these Rules or the conduct of the Club's affairs which cannot be resolved informally is to be referred to the Executive Committee, whose decision is final and binding on the members concerned.

Application of income and investment of Club funds

56. Any funds of the Club which are not required to be applied immediately for the purposes of the Club may be invested by the Trustees in or upon such investments, securities or property as the Executive Committee directs, and the Trustees may vary or transpose any such investments from time to time as the Executive Committee directs.

57. All income and property of the Club must be applied solely towards promoting the object(s) of the Club as set out in these Rules. No part 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.

58. Nothing in these Rules prevents the payment in good faith of reasonable and proper remuneration to any member, employee or other person for services actually rendered to the Club, or the reimbursement of expenses properly incurred on behalf of the Club.

Borrowing and charges

59. The Executive Committee may borrow money if authorised by a resolution of the members in General Meeting and on the terms authorised in that resolution.

60. The Trustees shall make such dispositions of Club property and enter into such agreements as the Executive Committee directs for the giving of security for such borrowing.

61. All members, whether or not voting on such resolution, and all members joining the Club after the passing of such resolution, are to be taken to have assented to the resolution as if they had voted in favour.

Alcohol

62. The purchase of alcohol for the Club, and the supply of alcohol by the Club, shall be managed by the Executive Committee, excluding those members of the Executive Committee who derive their membership of the Executive Committee by co-option or as a result of filling a vacancy, in accordance with the qualifying club conditions in the Licensing Act 2003.

63. The Executive Committee must not in any way be restricted in their freedom of purchase of alcohol.

64. Alcohol may only be supplied on Club premises in accordance with any rules, conditions or restrictions necessary in consequence of the club premises certificate or other authorisation (or conditions of authorisation) granted or to be granted under the Licensing Act 2003.

65. No person shall receive at any time, at the expense of the Club or any member of the Club, any commission, percentage or similar payment on, or with reference to, purchases of alcohol by the Club.

66. No person shall directly or indirectly derive any pecuniary benefit from the supply of alcohol by or on behalf of the Club to members or guests, apart from any benefit accruing to the Club as a whole and apart also from any benefit which a person derives indirectly by reason of the supply giving rise to or contributing to a general gain from the carrying on of the Club.

Permitted hours for the supply of alcohol

67. The permitted hours for the supply of alcohol are only those hours permitted for the supply of alcohol by virtue of the club premises certificate or other authorisation granted under the Licensing Act 2003.

Amendment of the Rules

68. These Rules may be amended by a resolution in a General Meeting passed by strictly more than ________% of the members present and voting when the vote is taken.

Dissolution

69. The Club may be dissolved by a resolution passed by strictly more than ________% of the members present when the vote is taken, but only if at least 50% of all members vote in favour of the resolution.

70. The resolution takes effect immediately unless it expressly states that it is to take effect on a specified date not more than 4 weeks later.

71. As soon as the resolution takes effect the Executive Committee must pay or otherwise settle all debts and other liabilities of the Club and divide the remaining Club property among the members equally. For these purposes the Executive Committee may decide on the sale or other realisation of Club property as it thinks fit.

Governing law and jurisdiction

72. These Rules and any dispute or claim arising out of or in connection with them or their subject matter are governed by and construed in accordance with the law of England and Wales, and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Interpretation

73. In these Rules, unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing one gender include every other gender, and references to persons include bodies corporate and unincorporated. References to any statute or statutory provision include that statute or provision as amended, extended or re-enacted from time to time. The headings used in these Rules are for convenience only and do not affect their interpretation.

Adopted this ________ day of ________ 20________.

Signed (with name and address printed):

__________________________
Signature of Chair

Name of Chair: ________

Address of Chair: ________

__________________________
Signature of Secretary

Name of Secretary: ________

Address of Secretary: ________

__________________________
Signature of Treasurer

Name of Treasurer: ________

Address of Treasurer: ________

__________________________
Member

Name of Member: ________

Address of Member: ________

Annex 1 — Disciplinary Regulations

Disciplinary Committee

1. Any member who is in serious or persistent breach of the Rules, or who otherwise acts in a way which in the opinion of the Executive Committee is seriously or persistently inappropriate for a member of the Club, may be required by the Executive Committee to attend a hearing before it to explain his or her conduct.

2. The Secretary will notify the member in writing at least 14 days before the hearing of:

(i) the date, time and place of the hearing;

(ii) the conduct alleged to:

• be a serious or persistent breach of the Rules, specifying which rule or rules; or
• be seriously or persistently inappropriate for a member of the Club; and

(iii) the available penalty or penalties.

3. The member may respond in writing to the Executive Committee and will also in any case be given a fair opportunity at the oral hearing to refute, explain or excuse his or her conduct and to say why he or she should not be penalised or what penalty is appropriate for any proven allegation.

4. The procedure to be adopted for the oral hearing will be at the discretion of the Executive Committee, provided that the hearing is conducted fairly and in accordance with the rules of natural justice.

5. The member does not have any right to be represented at the oral hearing (by a lawyer or otherwise), but it is at the discretion of the Executive Committee whether the member is allowed such representation.

6. There will be no oral hearing in any matter if either:

(i) the member waives his or her right to an oral hearing; or

(ii) the Executive Committee resolves, and writes to the member stating, that it is not considering suspension or expulsion and that consequently in the circumstances an oral hearing is not proportionate.

7. If the Executive Committee finds any allegation to be proven on the facts it may:

(i) impose a fine of not more than £________;

(ii) suspend the member from some or all rights and/or benefits of membership for a period or periods determined by the Executive Committee, with or without conditions; or

(iii) expel the member with immediate effect.

8. The decision as to whether any allegation is established, and as to the appropriate penalty, must be made and notified to the member on the day the hearing is concluded or the following day. The decision must also be made known to the other members by noticeboard or newsletter within a reasonable time following the decision.

Appeal Committee

9. A member who is expelled or suspended from any rights or benefits of membership for a period of longer than 1 month has the right to appeal against the decision by written notice to the Secretary within 14 days of receiving the decision of the Executive Committee. The notice must state the reasons why the decision should be set aside or varied, either as to the finding of proof of any allegation or as to the penalty or both. There is no right of appeal where any other action has been taken.

10. The Appeal Committee will be constituted of 3 members appointed by the Executive Committee, including at least one person who sits on the Executive Committee, none of whom sat on the Disciplinary Committee that made the decision under appeal.

11. The Secretary will notify the member in writing at least 14 days before the oral hearing, stating the date, time and place at which the hearing will be conducted by the Appeal Committee. The member will be given a fair opportunity at the oral hearing to explain why the Disciplinary Committee's decision should be set aside or varied.

12. The procedure to be adopted for the oral hearing will be at the discretion of the Appeal Committee, provided that the hearing is conducted fairly and in accordance with the rules of natural justice.

13. The member does not have any right to be represented at the oral hearing (by a lawyer or otherwise), but it is at the discretion of the Appeal Committee whether the member is allowed such representation.

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15. If the Appeal Committee does set aside or vary the decision of the Disciplinary Committee it may:

(i) impose a fine of not more than £________;

(ii) suspend the member from some or all rights and/or benefits of membership for a period or periods determined by the Appeal Committee, with or without conditions; or

(iii) expel the member with immediate effect.

16. The decision of the Appeal Committee as to whether the decision of the Disciplinary Committee should be set aside or varied, and as to any penalty to be imposed, is final and binding on the member and on the Club, and there is no further right of appeal.

17. The decision of the Appeal Committee must be made and notified to the member in writing on the day the hearing is concluded or the following day, and must also be made known to the other members by noticeboard or newsletter within a reasonable time following the decision.