Knowle and Dorridge Running Club
Constitution 2013 (revised 2017)
1. CLUB & COLOURS
1.1 The name of the club is Knowle and Dorridge Running Club (“the club”); established in March 2010. The club’s colours comprise a green vest with twin gold hoops as specified by the club’s management and supplied by the club’s suppliers from time to time;
1.2 The club is affiliated to England Athletics and the intention is that it will continue to remain so or to any successor governing body;
1.3 Members representing the club at competitive events are expected to wear the club’s colours whenever possible in order to promote the club; and will do so for team and other events where it is compulsory under the event rules of the appropriate governing body.
2. AIMS & OBJECTIVES
2.1 Encouraging and promoting adult recreational and competitive running and related sporting and social activities amongst the local community in the B93 postal and surrounding areas;
2.2 Fostering the enjoyment of running and the maintenance of personal good health and fitness for personal achievement, improvement and friendship;
2.3 Providing opportunities for running both on and off-road including track, the promotion of running and the maintenance of good health and fitness in the locality;
2.4 Representing the club in team events, affiliated leagues or other events and competitions;
2.5 The provision of running leadership, coaching, structured training, first aid and other matters of technique, health and safety relevant to running, appropriate courses, competitive and social opportunities and facilities;
2.6 The encouragement of members to play an active role in the club;
2.7 To do all such things as the management in its discretion thinks fit to further the interests and reputation of the club or which are incidental or conducive to the above including the making of gifts or grants to charities and analogous worthy local causes.
3. APPLICATION OF FUNDS
3.1 The club is a non-profit distributing organisation. Surplus income or profits after maintaining prudent reserves are to be used to maintain or improve the club’s facilities and/or to further the club’s aims and objectives above;
3.2 For the avoidance of doubt the club may sell and supply food, drink and related sports clothing and equipment, remunerate members for the bona fide provision of tangible goods and services for the benefit of the club provided that such arrangements are approved by the management without the member being present and are agreed on an arm’s length basis, pay interest on money lent by a member to further the aims and objectives of the club at a commercial rate of interest, reimburse any member for reasonable and proper out of pocket expenses incurred on club business, insure against any liability which the management considers appropriate and pay for reasonable hospitality for visiting teams and guests;
3.3 No member, however, shall be remunerated for serving on the management, undertaking club duties or competing for or on behalf of the club;
3.4 The management and any trustees appointed to act as set out below shall be entitled to an indemnity out of the assets of the club for all expenses and other liabilities properly incurred by them in the management of the affairs of the club.
4.1 Members must be amateurs as defined by UK Athletics and adults; that is aged 18 or over;
4.2 There is one class of membership, namely, ordinary, open to all without discrimination as defined in the Equality Act 2010 (apart from under 18s, because of the club’s insurance and other training/running leadership restrictions and further, if the committee decides to restrict numbers under clause 7.15 below) and with full voting rights at club meetings;
4.3 The management has the power to create additional classes of membership if it wishes to do so in future on terms to be ratified by the members at an AGM or SGM;
4.4 Membership is not transferable;
4.5 Applicants for membership must complete a current club membership form published on the club’s website and pay the annual membership fee contemporaneously, or if they join partway through the club’s year, such proportion as is determined by the membership secretary. Thereafter the annual membership fee must be paid by existing members within 28 days of ratification of the amount at the AGM or a SGM. For the purpose of this clause time starts to run the day after the meeting and expires at midnight on the final day. Payment is deemed made when funds reach the club’s bank account or a cheque is handed to a club officer. The club may levy a late payment charge of an amount to be decided by the management of up to one third of the fee payable. If payment including any late payment charge is still not made within 56 days of the AGM or SGM then the member will by default immediately cease to be a member of the club and England Athletics will be notified accordingly. The former member will be unable to vote or participate in any of the affairs or activities of the club until a fresh application for membership and payment of the fee relevant at the time of application together with the outstanding late payment charge is made. The management has the discretionary power to waive the provisions of this sub-clause if it considers there to be a case of exceptional circumstances or hardship;
4.6 Before a member can compete for the club a membership form must have been submitted to the membership secretary and the relevant fee paid for the current year;
4.7 By completion of a membership form the member shall be deemed to have agreed to abide by this constitution and any additional rules of the club published on its website as well as the appropriate rules and regulations, including the rules for competition, of UK Athletics, England Athletics and any other relevant or successor body;
4.8 Members have a continuing duty to inform the club, normally via the membership secretary, of changes of personal details of matters covered on their membership form including medical conditions which might impinge upon or be relevant to a member’s fitness or running ability in circumstances where the club may owe the member a duty of care to take reasonable care for the member’s safety;
4.9 The membership secretary will maintain a database of individual member details in accordance with the Data Protection Act 1998. This information will be treated as confidential and only used for compliance with any governing body rules or regulations, verification on entry for team events, affiliated leagues or other events or competitions, club records and rankings, the proper management of the club including club communications to the member and in circumstances where the club may owe the member a duty of care to take reasonable care for the member’s safety;
4.10 Members will be assumed to be First Claim members under the rules for competition of UK Athletics, England Athletics and any other relevant or successor governing body. A member who is Second Claim must declare this on his club membership form initially or at the earliest opportunity to the membership secretary or the management;
4.11 Members may resign at any time by giving notice to the membership secretary but there is no legal entitlement to a refund of part or the entire membership fee. Membership will cease immediately on the giving of such notice, upon death, and upon the failure of the member to comply with any condition of membership set out in this constitution. The management also has the power to expel or suspend a member in accordance with the disciplinary procedures set out below. An ex-member forfeits all rights to and claims upon the club, its property and funds.
5. DISCIPLINARY PROCEDURES
5.1 Any member who brings the club or its members into disrepute or who behaves in a way prejudicial to the aims and objectives or to the interests of the club or to its members or who is guilty of causing or permitting physical or mental abuse, harm, harassment, discrimination or defamation having any connection with the club or its members is liable to be disciplined by the management;
5.2 Such a member will be given at least 28 days’ written notice of a meeting of the management for this purpose together with details of the alleged case against them. The management may suspend membership until the meeting has taken place. The member shall be entitled to attend the meeting together with one fellow independent member and any relevant witnesses to be heard in any defence or mitigation, but shall not be entitled to be present at the voting or take part in the proceedings other than as the management shall permit. If the member is one of the management they will take no part in any deliberations after the member’s case and submissions have been put forward and will have no vote;
5.3 The management may caution, suspend or expel the member;
5.4 If so the member may appeal by giving notice to the management within 14 days of this decision by means of submissions in writing which will be considered by the management who will respond in writing within 21 days;
5.5 If the member is dissatisfied with the outcome of the appeal then after giving the management notice of such within 14 days after receiving the management’s written response, the final resolution of the dispute will be by means of mediation by a sole mediator agreed by the parties and failing agreement by a sole mediator selected by UK Athletics, England Athletics or any other relevant or successor governing body.
6. CLUB MANAGEMENT (“the management”)
6.1 The day to day management of the club consists of a committee comprising of up to seven officers and usually up to six additional members, each having an equal vote. The committee may appoint further additional members under clause 7.14 below if it considers it desirable to do so;
6.2 The officers are the chair(person), vice-chair, secretary, membership secretary, treasurer, and the men’s and ladies’ captains;
6.3 The management is normally elected at an AGM. Individuals, apart from the vice-chair, are elected for a fixed term of two years initially whether they serve as an officer or as an additional member. Thereafter they may resign or be re-elected by vote for one year fixed at a time if they are willing to stand. If there are no other candidates then if they have not resigned they will be deemed elected unopposed under clause 9.3 below. An elected vice-chair, however, will serve for a fixed term of up to one year before standing for election as chair for the following two years. Any premature vacancy caused for any reason can be filled by the management under clause 7.14 below;
6.4 Any person leaving the management for any reason must ensure a smooth transition of duty when standing down and must provide co-operation, information, relevant documentation, advice, support and expertise to their successor and to the continuing management.
7. MANAGEMENT POWERS AND DUTIES
7.1 Generally, to administer and manage the affairs of the club in order to achieve the aims and objectives above and in particular to:
7.2 organise club activities;
7.3 make club rules and regulations to permit its day to day operation provided that such may not supersede or contradict provisions of this constitution and must be transparent and published conspicuously on the club’s website;
7.4 appoint any person or persons to accept and hold in trust for the club any specific property belonging to the club or in which it is interested. The chair from time to time is nominated as the person to appoint new trustees within the meaning of Section 36 of the Trustee Act 1925. A new trustee shall be nominated by resolution of the management and the chair shall by deed duly appoint the person or persons so nominated as the new trustee or trustees and the provisions of the Trustee Act 1925 and any subsequent relevant trustee legislation shall apply to such an appointment;
7.5 make and give receipts, releases and other discharges for any amount payable to the club and for claims and demands of the club;
7.6 invest, place on deposit, administer and deal with any finances of the club not immediately required using any investments or securities which the management thinks fit;
7.7 issue, sign, draw, endorse, negotiate, transfer and assign all cheques, bills, drafts, promissory notes, securities and instruments, negotiable and non-negotiable to operate on the club’s banking accounts;
7.8 maintain a bank current account with any two of the officers being authorised to sign club cheques;
7.9 via the treasurer maintain up to date, accurate accounts of the finances of the club which shall available to the management at any time and be presented at every AGM for approval by the members;
7.10 enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name of and on behalf of the club as it may consider expedient to do so including determination of the location and base of the club;
7.11 pay all the costs and expenses of, and incidental to, any of the aforesaid matters and things;
7.12 determine how and by whom any such power shall be executed, operations effected and documents signed or things done;
7.13 nominate, delegate and assign specific tasks to officers or other members, whether or not they are already part of the management;
7.14 fill any management vacancy or appoint an additional member under clause 6.1 above either at an AGM or at any time during the following year if it considers it desirable to do so either from the existing committee or by co-opting members, such to remain until the next AGM only, but who then become eligible to be elected if they wish as new candidates in accordance with the provisions set out in clause 9 below. An officer vacancy can be filled until the next AGM by an existing officer provided (except in the case of the vice-chair below) they resign their current officer post but cannot be filled by another serving officer except by undertaking the role temporarily until a new officer is appointed as soon as is reasonably practicable. This does not apply to the office of vice-chair, however, which can be filled by an existing officer on a dual basis if that officer intends to stand as chair at the next available opportunity;
7.15 create additional classes of membership if it wishes to do so on terms to be ratified by the members at an AGM or SGM. Further, to restrict membership applications and/or numbers, temporarily or permanently, in any manner which it considers to be expedient to do so in the circumstances prevailing at the time, provided that this is in the best interests of the club;
7.16 determine membership fees for approval at the AGM or a SGM and to collect the same promptly;
7.17 exercise any of the other powers granted to it under this constitution.
7.18 suspend temporarily any of the relevant provisions of this constitution in the event of a serious external threat or other emergency of whatever nature to the club, including, for example, its bank account, funds or other assets, website or any database and the like, until such time as the risk of damage or loss has reasonably passed.
8. PROCEEDINGS OF THE MANAGEMENT
8.1 The committee will endeavour to meet at least five times during the club’s year in person and as often as may be necessary. Additional meetings may be held not necessarily in person and in any format agreeable to the management;
8.2 At least 7 days’ notice of all meetings must normally be given to all members of the committee, less in cases of extreme urgency to be determined by an officer;
8.3 A minimum of six in number of the management will be the quorum necessary for the transaction of business, provided that at least three officers are present. A meeting of the management which is quorate and which has been properly convened will be competent to exercise all the powers and discretions invested in the management by this constitution;
8.4 The management may act notwithstanding any vacancies in its number, as long as the meeting is quorate. If not then it shall be entitled to act only for the purpose of co-opting new committee members to serve until the next AGM;
8.5 Questions arising at any meeting shall be determined by a simple majority of votes. An officer acting in a dual role as vice-chair under clause 7.14 above shall only cast one vote. In the case of an equality of votes the chair of the meeting may have a casting vote;
8.6 Minutes must be taken of each meeting, recording who attended together with a brief summary of the points of discussion and the decisions taken and as soon as possible after a meeting, the secretary shall distribute draft minutes of the meeting to the management for comment, revision and agreement prior to publication, which must then be conspicuously made on the club’ website within 28 days of any meeting. However, the publication on the website of sensitive or confidential matters or specific identities may be prohibited by the chair if considered desirable to do so; and the published minutes will be redacted accordingly;
8.7 The management may otherwise arrange and regulate its meetings and proceedings as it thinks fit including the invitation of members or third parties to attend and address a meeting.
9. ELECTION OF THE MANAGEMENT
9.1 This will take place at an AGM and for the avoidance of doubt this means the full committee not just officers. The secretary will consider the makeup of the management beforehand and after enquiry will give all members notification of any management vacancies in the notice calling the AGM identifying those in particular who are known to be resigning and those whose terms are ending, for example, under clauses 6.3 and 7.14 above; and in the case of the latter, if known, whether they intend putting themselves forward to serve on the management again and in what capacity;
9.2 Any member may be nominated for a vacancy with their consent by a fellow member and seconded. Normally this will be by giving the secretary notice at least 7 days’ notice before the AGM but nominations can be proposed and seconded at the AGM if the chair considers that there are good reasons for doing so;
9.3 If there is only one candidate for a vacancy then that person will be deemed elected unopposed;
9.4 Otherwise there will be a vote and the chair may direct the candidates to leave the meeting while the vote is taken;
9.5 In the unlikely event of the management failing to function for any reason or failing to serve the members or undertake its duties and powers under this constitution as a reasonable management of a sports club could reasonably be expected to do, then the members shall have the power to call a SGM with a view to electing a new or revised management.
10. MANAGEMENT VACANCIES
10.1 A vacancy in the management will arise and shall take effect immediately if a member of the committee resigns by notice in writing to that effect given to the secretary;
10.2 is subject to disciplinary procedures as above;
10.3 is asked to resign following a vote within the management.
11. ANNUAL GENERAL MEETING (“AGM”)
11.1 An AGM shall be held as soon as possible in April of each year, on a date and at a reasonable time and place to be fixed by the management for the following purposes and order of business, namely, to:
11.2 Approve the minutes of the previous AGM; receive and approve the financial statements for the year just ended the 31 March from the Treasurer; receive annual reports from the officers, review the membership fee or fees and ratify them for the forthcoming year; elect the club management for the year to come; and transact any other business notice of which has been received in writing by the secretary from the management or any member in accordance with the procedure below;
11.3 The club’s year shall run from April 1 to March 31 inclusive;
11.4 The Treasurer shall present financial statements for the year just ended to the AGM for consideration and copies of these shall be available to members at the meeting. If these are not approved the management may appoint a qualified accountant to investigate any serious concerns.
12. SPECIAL GENERAL MEETING (“SGM”)
12.1 A SGM can either be convened by the management or by at least 25% of the current membership giving notice of the business to be raised to the secretary, who must arrange a meeting forthwith giving all members notice of the date, time and place (usually the same venue where the AGM is normally held) of the meeting and stating the business to be raised;
12.2 Members acting under clause 9.5 above can arrange the meeting if the secretary fails to act;
12.3 No other business is to be discussed at a SGM.
13. PROVISIONS APPLICABLE TO ALL GENERAL MEETINGS
13.1 Notice calling a meeting shall be given to all members at least 14 days beforehand and shall contain an agenda and/or specify the resolution proposed and/or the nature of the business to be transacted and shall also specify if the meeting is to be an AGM or SGM. The chair or in their absence one of the club management selected by those members of the committee present, shall take the chair. All members shall have one vote unless disqualified from voting by this constitution. Votes may be given personally, or by proxy from another member present with satisfactory written evidence of voting authority and instructions. Questions arising at a general meeting shall be determined by a simple majority of votes save for resolutions to dissolve the club, to amalgamate with another club or to change the constitution as set out below. Every vote or resolution submitted to a meeting shall be decided by a show of hands including proxies and in the case of an equality of votes the chair of the meeting may have a casting vote;
13.2 The accidental omission to give any such notice to or the non-receipt of any such notice by any person entitled to receive the same shall not invalidate the proceedings at any general meeting;
13.3 The quorum shall be twenty five members personally present and entitled to vote. No business shall be transacted unless the required quorum is present. If after 30 minutes following the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to a time and a place agreed by the majority of members present. If at such adjourned meeting a quorum is not present, those members who are present shall be a quorum and may transact the business for which the meeting was called;
13.4 Amendments to a proposed resolution may be proposed at any time during debate. The chair shall have the right to require these to be put in writing together with the name of the proposer and they shall have the right to refuse amendments which negate the resolution. The chair shall deal with amendments in the strict order in which they are proposed. If an amendment to a resolution is proposed, no further amendments shall be proposed until the first is disposed of. If an amendment is lost, a further amendment may be moved to the original resolution but only one amendment shall be submitted to the meeting at one time. If an amendment to a resolution is carried, then the resolution as amended shall become the resolution to which further amendments may be proposed. During the course of debate the proposer of a resolution may accept an amendment to the resolution, in which case the amended resolution shall become the resolution to be considered. The proposer can withdraw a resolution or amendment. The resolution shall be debated and decided upon by voting;
13.5 The chair with the consent of the meeting may adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from the point at which the adjournment took place.
14. WRITTEN RESOLUTIONS
14.1 Notice of a written resolution circulated by the secretary to all members and approval either posted in writing or communicated by electronic means by a majority of those entitled to vote at an AGM or SGM (two thirds in the case of resolutions to dissolve/amalgamate the club or to change the constitution as set out below) within 14 days shall be as valid as a resolution actually passed at such a meeting, even though no meeting takes place;
14.2 This power is intended to apply to measures of a technical or non-controversial nature to avoid the need for a meeting. In the event of the secretary receiving notice of objection within 14 days of the resolution having been deemed passed from at least five members then the resolution will be of no effect and a formal meeting must be held if the matter is to be proceeded with.
15. INTERPRETATION OF THE CLUB CONSTITUTION & RULES
15.1 In the event of a dispute the management shall be the sole authority for the interpretation of this constitution and of any separate club rules and regulations. The decision of the management upon any questions of interpretation or upon any matter affecting the club and not provided for by the constitution, shall be final and binding on the members except if otherwise directed by the club in a AGM or SGM;
15.2 A resolution to change the constitution can only be passed by at least two thirds of members at a general meeting;
15.3 The burden of proof in respect of any matter will be on the balance of probabilities.
16. DISSOLUTION OF THE CLUB
16.1 A resolution to dissolve the club or to amalgamate with another club can only be passed by at least two thirds of members at a general meeting and must include provision for the disposal of surplus property or funds. If successful the management shall proceed to realise the property of the club and discharge all its liabilities. Any property or funds remaining shall be paid to or distributed to another athletics or running club or a community amateur sports club for road running or athletics or to UK Athletics, England Athletics and any other relevant or successor governing body for use in community-related road running initiatives or to a charitable organisation having similar objects and affiliations, to be decided at the club’s general meeting bringing about the dissolution or amalgamation.
17.1 A reference in this constitution to notice required to be given by the club management shall be deemed given and received after having been sent by email or posted whether by hand or by first class post to the last known address of the member, alternatively, by conspicuous publication on the club’s website;
17.2 Conversely notice from a member to the management shall be deemed given and received after having been sent by email or posted whether by hand or by first class post to the last known address of the appropriate member of the management, alternatively, in the event of electronic or other difficulty by posting a message conspicuously on the club’s website;
17.3 For the avoidance of doubt, the notice shall be deemed given and received on the same day that it is proved to have been sent or posted irrespective of when and/or whether it was received. Only in the event of the alleged recipient proving that it was not received and that a serious injustice would otherwise result will the notice be considered invalid;
17.4 Time for giving notice is to be calculated on the basis of clear days so that the day of giving the notice and the day of the relevant action or event are excluded from the calculation. Weekends and bank or other holidays are included. For example giving at least 14 days’ notice of an action or event under this constitution due on say the 20th of the month requires that notice must be given at latest by the 5th;
17.5 It is the duty of the management individuals to ensure that their current working email addresses are conspicuously published on the club’s website and that the website is maintained in proper working order insofar as it is reasonably practicable to do so.
18.1 The period of service of management individuals under this constitution is to be calculated from the date when they were in fact appointed even though this may have been before this constitution came into force;
18.2 In the event of any ambiguity between the interpretation of actions or events which occurred under this or the previous constitution, then the provisions of this constitution will prevail.
19. COMING INTO FORCE
19.1 This constitution will come into force on 02 October 2013 (revised 05 April 2017).