RULES
OF
PENRYN RUGBY FOOTBALL CLUB LTD
REGISTER NO.29648R
REGISTERED UNDER THE INDUSTRIAL AND PROVIDENT SOCIETIES ACT 1965
RUGBY FOOTBALL UNION
MODEL3
(CLUBS)
1. NAME, OBJECTS AND POWERS
1. NAME
The Society shall be called the "Penryn Rugby Football Club Limited
2. DEFINITIONS
Except where the context otherwise permits or requires, the words and expressions listed in the Schedule of Definitions set out in Rule 35 shall bear the meanings given to them therein.
3.OBJECTS
The principal object of the Club shall be to provide facilities for and promote participation by the whole community in the Game and in pursuance of such principal object the ancillary objects of the club shall be to:
3.1 To promote encourage and foster the Game for the benefit of the Members including (but not limited to) the coaching thereof at all levels.
3.2 To promote, encourage and foster the game at all levels in the area of the Ground and the surrounding areas.
3.3 To ensure that the Game is played in accordance with the Laws of the Game and is administered in accordance with the lRFB Regulations and the Rules of the Union.
3.4 To undertake such matches and fixtures and other actives as the Committee may decide.
3.5 To maintain and develop the Ground at Kernick Road, Penryn. Cornwall TR10 8NT or such other locations as the Committee may from time to time determine as the headquarters of the Club and as a venue for playing the game and conducting the other activities of the Club so as to provide the best possible facilities for Members and those visiting the Ground.
3.6 To strengthen the bonds between the Club and the local community in the area surrounding the Club.
4. POWERS OF THE CLUB
To further its objects the Club shall have the powers to do all such things as are incidental or conductive to the objects of the Club including (but not limited to) all or any of the following:
4.1 Either directly or indirectly to employ, invest and deal with the assets and funds of the Club for the objects of the Club in such manner as shall be considered by the Committee to be expedient, add to do all such other acts and things and carry on all such other activities (including (but not limited to) leasing, subleasing, realising, renting, acquiring, altering, erecting, holding, selling, improving, developing, repairing, hiring, lending with or without security or otherwise dealing with real and personal property of any kind) as shall be considered by the Committee to be necessary or expedient for the purpose of the Club or the advancement of its interests.
4.2 To raise or borrow money for the purpose of or in connection with the activities of the Club or any of them as the Committee thinks fit in accordance with the following provisions:
4.2.1 Any sum or sums raised or borrowed may be on mortgage, charge, bonds or debentures of all or any of the funds or property of the Club whether or not including any floating charge of the whole or part of the undertaking property and assets of the Club both present and future.
4.2.2 At the time of any borrowing the sum of the amount then remaining undischarged of monies borrowed and of the amount of the proposed borrowing shall not exceed £100,000 pounds or such sum as the Members in General Meeting may from time to time determine.
4.2.3 The rate of interest payable at the time the terms of borrowing are agreed on any money borrowed shall not exceed the rate of interest which in the opinion of the Committee represents the market rate of interest for borrowing of similar terms prevailing at that time except that in the case of a mortgage loan the Committee may delegate the determination of the interest rate within specified limits to an Officer, Committee Member or SubCommittee.
4.2.4 The Committee may determine from time to time subject to Rules 4.2.1, 4.2.2 and 4.2.3 that terms and conditions upon which money is raised or borrowed or security is issued and may vary such terms and conditions.
4.2.5 No person lending money to the Club shall be concerned to see or enquire whether either of the limits imposed by Rule 4.2.2 or Rule 4.2.3 is exceeded at the time of the borrowing or issue and if either or both of such limits were to be exceeded no borrowing incurred in excess of such limits shall be invalid unless such person had received express notice to this effect at the time of borrowing.
4.3 To give any security or securities whether by way of mortgage or otherwise for the performance of any contracts or any debts, liabilities or obligations of the Club or any of its subsidiaries or other persons or corporations in whose business or undertaking the Club is interested, or to whom or in respect of whom the Club has given any personal covenant, guarantee or indemnity, whether directly or indirectly, and collaterally or further to secure any obligation of whatever nature of the Club by a trust or other assurance.
4.4 To accept and grant sponsorship and franchises and make such arrangements in connection therewith as the Committee shall think fit.
4.5 To apply for and hold any licences, consents, certificates, permissions and approvals that may be required for or in connection with the activities of the Club and among other things) to provide catering and such other facilities as the Committee shall consider desirable.
4.6 To invite, receive and make donations for or otherwise promote or assist in the development or continuance of facilities for the Game, for the benefit of the Club or any other Community Amateur Sports Club or registered charity.
47 To support (whether by direct subscription, the giving of guarantees or otherwise) any Community Amateur Sports Club or any charitable institution or organisation, or any event or purpose of a public or general nature, the support of which will or may, in the opinion of the Committee, directly or indirectly benefit, or is calculated so to benefit, the Club.
4.8 To promote, arrange and organise competitions and entertainments in connection with the Game and any other sport or recreation.
4.9 To engage such officials and employees upon such terms and at such remuneration as the Committee may deem appreciate, and to dismiss or retire any of them as may be necessary.
4.10 To provide pensions, insurances and other benefits to employees or ex-employees of the Club or the dependants and relatives of any such persons and to establish and maintain or concur in establishing and maintaining trusts, funds, schemes or other arrangements (whether contributory or non-contributory) with a view to providing such benefits including (but not limited to) retirement benefits and / or life assurance schemes.
4.11 To maintain bank accounts in credit or overdrawn on such terms as the Committee shall think fit including the giving of guarantees and indemnities in respect of direct debits and other money transmission or collection systems whether pursuant to Rule 16.5 or otherwise.
4.12 To pass such resolutions, regulations and instructions that shall be binding on all Members as are considered necessary for the better management, organisation, administration and regulation of the Club.
4.13 To settle, conduct, enforce or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the Club.
5. LIMITS on POWERS
5.1 Exercise of the powers contained in Rule 4 shall, notwithstanding any other provision of these Rules, be subject to the following restrictions and limitations:
5.1.1 The club shall not enter into any agreement with a Member for the supply of goods or services to the Club unless such agreement is on arms length terms and has been approved at a meeting of the Committee without the Member concerned being present;
5.1.2 the engagement by the Club of any official or employee who is also a Member shall be on arms length terms and approved at a meeting of the Committee without the member concerned being present; and
5.1.3 The Club shall not make any payment to Members for playing the Game.
11. MEMBERSHIP
6. MEMBERS
6.1 Membership of the Club shall be open to all persons irrespective of ethnicity, nationality, sexual orientation, religion or beliefs; of age, sex or disability except as a necessary consequence of the requirements of the Game as a sport. The Club’s facilities shall be available to Members without discrimination. The Members of the Club shall be the persons whose names are for the time being entered in the Register of Members.
6.2 The Committee may (subject to the provisions of Rule 6) offer such categories of Membership of the Club with such qualifications, application procedures and conditions, duties and privileges, subscriptions and in such numbers as it may from time to time decide but always on the basis that every Member shall have one vote. Details of categories, qualifications, applications procedures and conditions, duties and privileges of membership in force from time to time shall be kept by the Honorary Secretary and shall be available for inspection by Members at all reasonable times.
6.3 Details of any entrance fee and the subscription payable by each category of membership as determined under Rule 16 shall be kept as in Rule 6.2 by the Honorary Secretary.
6.4 The Committee shall have power to admit to membership any person in accordance with the application procedures and conditions for the time being applicable under Rule 6.2 but membership of the Club shall be open to all without discrimination on the grounds of attainment of a certain standard of performance. The Club may refuse membership or expel from membership only for good and sufficient cause, or where the membership or continued membership of the person concerned would be likely to be contrary to the best interests of the Game or the good conduct and interests of the Club. Appeal against such a decision may be made to the Members and decided by a majority vote.
6.5 The Committee may elect (subject to confirmation at the next following Annual General Meeting of the Club) as an Honorary Member of the Club any person, whether an existing Member or not, whose membership whether for services to the Club, to the Game or for any other reason the Committee considers to be especially desirable in the interests of the Club. An Honorary Member shall be a Member with all the rights and privileges of membership of the Club but without any obligation to pay any entrance fee or subscription. The Committee shall have power to terminate the honorary membership of any person at any time if it considers such action to be in the interests of the Club so to do.
6.6 No person may be accepted as a candidate for membership under the age of sixteen years and the purported admission of a person under the age of sixteen years shall be void.
6.7 The Committee shall have power to create a class of persons called Juniors or such other title as the Committee may decide using as criteria age, ticket holding or otherwise as it shall think fit. Such persons shall not be Members within these Rules and they shall have such rights, privileges and obligations, as the Committee shall decide. Any person recognised in this class shall cease to be entitled to such recognition on attaining the age of eighteen years.
6.8 It shall be the duty of every Member to advise the Honorary Secretary promptly of each change of address. All notices and letters dispatched by post to a Member at the address registered in the Register of Members (which shall be conclusive proof thereof) shall be deemed to have been properly delivered pursuant to Rule 31.
6.9 A Member may resign from the Club at any time by giving to the Honorary Secretary written notice of intention so to do provided that the Member shall remain liable for all monies then due and owing to the Club.
6.10 The President or Honorary Secretary or any person appointed by either of them shall have the power to order the withdrawal from the Ground of any Member who is in breach of any of these Rules. Any Regulation or any Rule of the Union which is applicable to the Ground or its use by Members or otherwise is, in the opinion of the President or Honorary Secretary or their appointee or appointees, guilty of misconduct.
6.11 The Committee shall have power to terminate or suspend for such period as it thinks fit the membership of or to reprimand a Member for any infringement of these Rules, any Regulations, the Rules or Regulations of the Union, the Laws of the Game or the lRFB Regulations or for any conduct prejudicial to the interests of the Club or the Game. The procedure for the exercise of this power shall be prescribed by the Committee and details thereof shall be kept by the Honorary Secretary and be available for inspection by Members at all reasonable times.
6.12 A member shall cease to be a Member:
6.12.1 On resignation.
6.12.2 On termination of Membership by the Committee.
6.12.3 On Death.
6.13 Each person who is in Membership with the Club at the date these Rules take effect pursuant to Rule 27 shall be admitted to Membership in accordance with Rule 6.4 and any person in membership at that date under the age of sixteen years shall be granted the status of a Junior in accordance with Rule 6.7.
7 SHARE CAPITAL
7.1 The capital of the Club shall consist of shares of the value of five pence each.
7.2 Every Member of whatever category shall hold one share and no more in the capital of the Club. No person who is not a Member shall be issued with a share.
7.3 Each Member of the Club at the date these Rules take effect pursuant to Rule 26 (other than those under the age of sixteen years) shall be allotted one share and five pence of the subscription then next paid by each Member shall be applied in paying up the same in full.
7.4 Any Member admitted to membership after the date on which these Rules take effect shall be allotted one share on admission and five pence of the first subscription paid by up the same in full.
7.5 In the Case of a share allotted to an Honorary Member either upon these Rules taking effect or upon admission to membership thereafter pursuant to Rule 6.5 such share shall be credited as fully paid by way of a capitalisation of any profits of the reserves of the Club and the Committee shall have power to take all steps necessary to give effect to this Rule.
7.6 No share shall be held jointly. be withdraw~ or be transferable by any Member and no interest. dividend or bonus shall be payable on any share. Any Member transferring or attempting to transfer a share or any interest therein or any rights associated therewith shall, if the Committee so decides, be deemed to have resigned from the Club as from the date of such transfer or attempted transfer.
7.7 The share of a Member ~1 be forfeited to the Club when that Member for whatever reason ceases to be a Member and any amount then due to the Member in respect of share shall thereupon become the property of the Club.
7.8 The Club shall not be required to issue a certificate to any member on respect of the share allotted to that Member.
Ill. GENERAL MEETINGS
8 GENERAL MEETINGS
8.1 General Meetings shall be held at the Ground or elsewhere as the Committee may determine and any such meetings other that an A~ General Meeting shall be called a Special General Meeting.
8.2 The Chairman of all such meetings shall be the President of the Club or if unavailable the Immediate Past President or if unavailable a member of the Committee appointed at the Meeting concerned to take the Chair for that Meeting.
8.3 Every Member shall be entitled to attend and vote at any General Meeting. The procedure for the casting of votes shall be determined by the Chairman of the Meeting.
8.4 The quorum at any General Meeting shall be 20 Members.
8.5 If within thirty minutes after the time appointed for a General Meeting a quorum is not present, the Meeting, if convened on the requisition of Members, shall be dissolved, and in every other case it will stand adjourned to such other day and at such time and place, or be dissolved, as the Committee shall decide.
8.6 All resolutions shall be decided by a majority of votes recorded except where:
8.6.1 These Rules provide for a special resolution which shall require a majority of at least two thirds of the votes recorded, or
8.6.2 A resolution is put to an Annual General Meeting as contemplated by Rule 8.1.8.2 in which case the provisions of the Act as to voting shall apply
8.7 A declaration by the Chairman of a General Meeting to the effect that a particular resolution has been passed or not or passed by a particular majority or not shall (subject to the Act) be final and binding on all Members.
8.8 A general Meeting shall not be invalidated by reason only of any Member accidentally failing to receive a notice thereof or any accompanying document relating thereto.
8.9 The procedure for conduct of General Meetings shall be prescribed by the Committee and details thereof shall be kept by the Honorary Secretary and be available for inspection by Members at all reasonable times.
9 ANNUAL GENERAL MEETINGS
9.1 Not later than 31st July in every year a General Meeting shall be held (to be known as the Annual General Meeting) for the transaction of the following business:
9.1.1 To consider and approve (with or without amendment) the minutes of the previous Annual General Meeting.
9.1.2 To receive and approve a report from the Committee on the affairs of the Club since the previous Annual General Meeting.
8.1.3 To receive a brief Financial Statement for the preceding financial year..
9.1.4 To elect the Officers for the ensuing year.
9.1.5 To elect Vice Presidents.
9.1.6 To confirm any elections of Honorary Members made by the Committee during the preceding year.
9.1.7 To elect Members of the Committee for the ensuing year.
9.1.8 Where necessary in law or where the members require:
9.1.9 To consider as a special resolution any addition or alteration to these rules duly proposed in accordance with Rule 9.5
9.1.10 To consider any other motion or business duly proposed in accordance with Rule 9.5.
9.1.11 To consider any other business of which due notice shall have been given.
9.1.12 To hear any other relevant matter for the consideration of the Committee during the ensuing year, but on which no voting shall be allowed.
9.2 Notice of every Annual General Meeting stating the date, time and venue of such Meeting shall be sent to all members so as to be received not less than two clear weeks prior to the date of the Meeting with the agenda of the business to be considered thereat.
9.3 The election of the Officers shall be subject to the following provisions:
9.3.1 Any Member shall have the right to make nominations, with the written consent of the candidate, for election to any one or more of the offices named in or created under the provisions of Rule 13.1 Such nominations must be sent in writing so as to reach the Honorary Secretary by 30th April. The Committee shall also have the right to make nominations for the election of Officers.
9.3.2 The election of each officer shall be decided by a majority of votes recorded.
9.3.3 In the event of an equal number of votes being cast for two or more candidates for any office a further election for that office shall immediately be held between those candidates for whom the votes cast are equal in number. If there shall be equality of votes the members of the retiring Committee present at the time shall decide who from those candidates receiving an equal number of votes in the second election be the holder of the office concerned for the ensuing year.
9.4 The election of Committee Members shall be subject to the following provisions:
9.4.1 Any Member shall have the right to make not more than one nomination, with the written consent of the candidate, for election as one of the Committee Members provided for in Rule 14.1.2 Such nominations must be sent to the Honorary Secretary by the 30th April. The Committee shall also have the right to make nominations for the election of Committee Members without restriction on the number of nominations.
9.4.2 The election of Committee Members shall be decided by a majority of votes recorded.
9.4.3 In the event of an equal number of votes being cast for two or more candidates for the last seat or seats on the Committee a further election shall immediately be held for the last seat or seats between those candidates for whom the votes cast for such seats or seats are equal in number. 1 there shall still be equality votes the members of the retiring Committee present at the time shall decide who shall from those candidates receiving an equal number of votes in the second election be the holders of the last seat or seats on the Committee for the ensuing year.
95 Proposals for additions or alterations to the Rules or any other motion to be submitted to an Annual General Meeting shall be subject to the following provisions:
9.5.1 Any proposal shall be submitted in writing to the Honorary Secretary by 30th April duly proposed by one Member and seconded by another.
9.5.2 Copies of all such proposals and copies of all proposals put forward by the Committee shall be sent to all Members with the notice of the Annual General Meeting.
9.5.3 Amendments to any proposal notified to Members under Rule 9.5.2 shall be sent in writing so as to reach the Honorary Secretary duly proposed and seconded not less than twenty four hours before the time for which the Annual General Meeting is convened.
9.5.4 Amendments duly received in accordance with Rule 9.5.3 shall be added to the agenda by the Chairman of the Annual General Meeting.
9.6. FINANCIAL ANNUAL GENERAL MEETING
9.6.1 The Financial Year shall be until 30th June of each year and a Financial AGM shall be held not later than the 30th October following. Notice of the Financial Annual General Meeting shall be given at least two weeks in advance. Copies of the audited accounts to be made available to all members.
9.6.2 The Business of the Financial Annual General Meeting is:-
• To approve the minutes of the minutes of the previous Financial Annual General meeting.
• To receive and approve the accounts for the year and where necessary in law or where the members require the Auditors' report thereon.
• To appoint Auditors for the ensuing year, or
• To consider a resolution disapplying the provisions of the Act relating to the obligation to appoint Auditors. (see rule 16.4)
• To receive any other correctly initiated business related to the finances of the club.
10 SPECIAL GENERAL MEETINGS
10.1 The Committee may convene at any time a Special General Meeting by giving to all Members two clear weeks written notice thereof
stating the date, time and venue thereof and the resolution or resolutions to be moved or other business to be transacted thereat.
10.1.1 Amendments to any resolution proposed by the Committee shall be bitted in writing to the Honorary Secretary duly proposed and
seconded by Members in the same manner as prescribed by Rule 9.5.3 for an Annual General Meeting.
10.1.2 Amendments duly received in accordance with Rule 10.1.1 shall be added to the agenda by the Chairman of the Special General
Meeting.
10.2 The Committee shall also convene a Special General Meeting on receipt the Honorary Secretary of a written requisition so to do, duly
signed by not less than 20 members. Each requisition must clearly state the specific resolution to be moved.
10.2.1 Two clear weeks notice of such meeting stating the date, time and venue thereof and the specific resolution to be moved thereat shall
be sent to all Members by the Honorary Secretary within fourteen days of the receipt of the requisition.
10.2.2 Amendments to such a resolution shall be submitted in writing to the Honorary Secretary duly proposed and seconded by Members in the same manner as is prescribed by Rule 9.5.3.
10.2.3 Amendments duly received in accordance with Rule 10.2.2 shall be added to the agenda by the Chairman of the Special General Meeting.
11 RULES
11.1 No new Rule shall be made, nor shall any Rule be amended or rescinded, except by a special resolution passed at an Annual General Meeting in accordance with Rule 9.5 or at a Special General Meeting convened by the Committee in accordance with Rule 10.1.
11.2 The Honorary Secretary shall register in accordance with the Act any new Rule or amendment to these Rules and no new Rule or amendment to the Rules shall be valid until so registered.
11.3 A copy of the Rules shall be delivered by the Honorary Secretary to any person on demand on payment of such sum (not exceeding ten pence) as may be from time to time decided by the Committee.
IV. OFFICERS AND COMMITTEE
12 POWERS OF THE COMMITTEE
The affairs of the Club shall be administered by the Committee which shall exercise all the powers of the Club expressed in Rule 4 and without limiting
the generality thereof.
12.1 The Committee shall have powers to appoint such Sub Committees as are considered necessary to deal with the affairs of the Club.
12.1.1 The Committee shall determine the composition, powers and terms of reference of each Sub Committee.
12.1.2 The Chairman of any Sub Committee shall have a second or casting vote, and the quorum necessary for the transaction of business by a Sub Committee shall be one third of its appointed members or as the Committee may determine.
12.1.3 A Sub Committee may exercise the power of co-option subject to the provisions of Rule 12.2
12.2 The Committee shall have power to co-opt additional members to serve on it provided that the number of such co-opted members shall not exceed twenty five per cent of the members elected to hold office on the Committee (the Officers for the purpose of this computation being deemed to be elected members) and to approve the co-option of additional members to serve on any Sub-Committee, in both cases either for general or special service and with or without voting rights.
12.3 The Chairman of any Sub Committee shall have a second or casting vote, and the quorum necessary for the transaction of business by a Sub Committee shall be one third of its appointed members or as the Committee may determine.
12.4 The Committee shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Club.
12.5 The procedure for the conduct of meetings of the Committee shall be prescribed by the Committee and details thereof shall be kept by the Honorary Secretary and be available for inspection by Members at all reasonable times.
12.6 References in these Rules to any acts or activities or opinion (including, without limitations , decisions, directions, requests exercises of discretion and the giving of consent) of the Committee shall mean such acts or activities or opinions as shall have been sanctioned or effected or (as the case may be ) expressed by (a) a resolution of the Committee or (b) a resolution of the relevant Sub-Committee where the power to act or authority being exercised has been delegated by the Committee to a Sub Committee or (c) the relevant Officer where that power or authority has been delegated by the Committee to an Officer.
13 OFFICERS
13.1 The Officers of the Club shall be a President, an Honorary Secretary, an Honorary Treasurer, the Immediate Past President and such other Officers as the Club may in General Meeting from time to time determine.
13.2 The Officers of the Club shall be elected at each Annual General Meeting in accordance with Rule 9.3.
13.3 Each Officer on election at an Annual General Meeting shall hold office from the end of that Meeting until the end of the next Annual General Meeting but shall be eligible for re-election from year to year.
13.4 If any such offices shall fall vacant between one Annual General Meeting and the next such vacancy shall be filled by the Committee for the period of the vacancy.
14 COMMITTEE
14.1 The Committee shall consist of:
14.1.1 The Officers
14.1.2 Seven members (or such other number not exceeding twenty as may be determined from time to time by the Club in General Meeting) duly elected in accordance with Rule 9.4 A member of the Committee shall hold office from the end of the Annual General Meeting at which he is elected until the end of the following Annual General Meeting and shall be eligible for re-election from year to year.
14.2 The Committee shall each year elect its own Chairman for the ensuing year to hold office from the date of the Annual General Meeting until the date of the following year's Annual General Meeting. He may hold any other office in the Club at the same time and shall be eligible for re-election from year to year.
14.3 The quorum at any meeting of the Committee shall be seven (or other number as may be determined from time to time by the Club in General Meeting )and the Member elected to take the Chair shall be entitled to exercise a second or casting vote.
144 If a vacancy shall occur for an elected Member of the Committee between one Annual General Meeting and the next such vacancy shall be filled by the Committee.
14.5 If a Member of the Committee shall commit an offence under Rule 6.11 or shall be adjudged bankrupt or if a court order is made appointing a receiver to administer such Members property such Member shall thereupon cease to be a Member of the Committee.
14.6 Committee Members shall receive no remuneration for serving on the Committee other than the payment of authorised expenses for carrying out their duties.
15 VICE-PRESIDENTS
The Committee may each year nominate for election at the Annual General Meeting as Vice Presidents of the Club such Member or Members as they consider should receive special recognition for services to the Club. Any Member so elected shall remain a Vice President until ceasing to be a Member. The position of Vice President shall not carry any rights or obligations and in particular a Vice President shall not be an Officer or a Member of the Committee unless separately elected as such.
V. FINANCE
16. CLUB FINANCE
16.1 The Club, income shall be obtained annually from the subscriptions of Members, from investments and securities, from gate monies and ticket receipts from matches arranged by the Club at the Ground, from the letting of the Ground, from sponsorship and from any other available source.
16.2 The profits of the Club shall be applied only in furthering the objects of the Club. No distribution of club assets, in cash or in kind shall be made to Members or third parties but this shall not prevent donations by the club to registered charities or to any community Amateur Sports Clubs.
16.3 The Club shall not have power to receive money on deposit from Members or others.
16.4 A financial Statement of the Club's affairs shall be made up to 30th June each year (or such other date as may be determined from time to time by the Club in General Meeting) and shall be signed by the Honorary Treasurer, the Honorary Secretary and one Member of the Committee. The Club shall before the end of the period 28 days beginning immediately after the end of the year of account, appoint an appropriate person to make:-
(a) a report on the club’s accounts (if any) to which the report relates, and the balance sheet are in agreement with the books of account kept by the Club under section 1 of the Industrial & Provident Societies Act 1968 as amended by the Deregulation order 1996.
(b) state whether, in that person’s opinion, on the basis of the information contained in those books of account, or accounts and the balance sheet comply with the requirements of this Act and the appropriate registration Act.
The reference to an appropriate person is a person who is:-
(a) a suitably qualified accountant for the purposes of the above Act and
(b) not ineligible by virtue of section 8(1) of the Act to be appointed as such.
A printed copy of the signed Financial Statement, together with the Auditors' report thereon, shall be sent to each member with the notice calling an Annual Financial General Meeting.
16.5 The Club may participate in a direct debiting scheme as an originator for the purpose of collecting subscriptions for any category of membership and/ or any other amounts due to the Club, In furtherance of such a scheme the Club may enter into an indemnity required by the bank upon whom direct debits are to be originated and such indemnity may be executed on behalf of the Club by the Honorary Secretary or as otherwise may be determined pursuant to these Rules.
17. SUBSCRIPTIONS
Each Member shall, according to membership category, pay to the Club on l st September (or such other date as may be determined by the Club in
General Meeting) such annual subscription as the Committee may from time to time determine.
18. MATCH TICKETS
18.1 Tickets to the Ground for matches arranged by the Club shall be under the Control of the Committee and shall be sold at prices fixed by the Committee (without any provision for repurchase by the Club) to Members or as the Committee may direct, and the Committee shall allocate such tickets on an equitable basis.
18.2 Tickets to the Ground for representative and other matches for which the Ground is let shall be under the joint control of the Committee and the organisers of the match concerned.
18.3 The Committee shall have power to issue such season and other tickets, on such terms, with privileges and to such persons as it may from time to time determine.
19. AUDITORS
19.1 The provisions of the Act relation to the appointment, powers, rights, remuneration, responsibilities and duties of the Auditor shall be complied with.
192 The Auditors where appointed shall be entitled to attend any Annual General Meeting and to receive all notices of and other communications relating thereto which any Member is entitled to receive, and to be heard at any General Meeting on any part of the business which concerns them as auditors.
VI. STATUTORY PROCEDURES
20. REGISTERED OFFICE
20.1 The registered office of the Club shall be at the Ground or at such other location in England as the Committee may from time to time otherwise determine
20.2 Notice of any change in the situation of the registered office shall be given by the Honorary Secretary to the Registrar within fourteen days of the change.
21 USE OF NAME OF CLUB
21.1 The name shall be kept painted or affixed in a conspicuous position and in letters which are easily legible on the outside of every office or place in which the activities of the Club are carried on.
21.2 The name shall be stated in legible characters in all business letters of the Club, in all notices, advertisements and other official publications of the Club, in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be singed by or on behalf of the Club and in all bills, invoices, receipts and letters of credit of the Club.
213 Save with the authority of the Committee, the name of the Club shall not at any time be used by any Member in any document or advertisement issued or published by, or on behalf of or with the authority of that Member in such away as to indicate or imply that such document or advertisement was issued or published by or on behalf of the Club or the Committee.
22. SEAL
The Club shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Honorary Secretary and shall be used only under the authority of the Committee which may determine who shall countersign any instrument to which the seal is affixed and unless otherwise so determined it shall be countersigned by any two of the Officers.
23 REGISTER OF MEMBERS
23.1 The Club shall keep at its registered office a Register of Members and Officers in which the Honorary Secretary shall enter the following particulars:
23.1.1 The Name and address of each Member.
23.1.2 A statement of the share held by each Member and the amount paid thereof.
23.1.3 A statement of other property, if any, in the Club held by each Member whether in loans or otherwise.
23.1.4 The date on which each member was entered in the Register as a Member and the date on which a Member ceased to be a Member.
23.1.5 The names and address of the Officers of the Club with the offices held by them respectively and the date on which they assumed and left office.
23.2 The Register of Members and Officers shall be so constructed that it is possible to open to inspection the particulars entered pursuant to Rules 23.1, 23.1.4 and 23.1.5 without also opening to inspection the other particulars entered in the Register.
24. INSPECTION OF BOOKS
All Members and persons having an interest in the funds of the Club shall be allowed to inspect their own accounts and the particulars entered in the
Register of Members and Officers other than those entered under Rules 23.1.2 and 23.1.3 at all reasonable times at the Registered Office of the Club
subject to such regulations as to the time and manner of such inspection as may be made from time to time by resolution passed at a General Meeting.
25. ANNUAL RETURN
25.1 Every year not later than the date provided by the Act or where the return is made up to the date allowed by the Registrar not later than seven months after such date the Honorary Secretary shall send to the Registrar the annual return in the form prescribed by the Registrar relating to the affairs of the Club for the period required by the Act to be included in the return together with a copy of the Financial Statement of the Club with the report of the Auditors where applicable thereon for the period included in the return and a copy of each balance sheet made during that period and the Report of the Auditors where applicable on that balance sheet.
25.2 A copy of the latest annual return shall be supplied, free of charge on demand to every member or person interested in the funds of the Club.
26. PUBLICATION OF ACCOUNTS
The Club shall keep a copy of the last balance sheet for the time being together with the Report made by the Auditors where applicable thereon always hung up in a conspicuous place at its registered office.
27. REGISTRATION
These Rules shall take effect on and from the date of their registration pursuant to and in accordance with the provisions of Section 2 of the industrial and Provident Societies Act 1965.
28. DISSOLUTION
In the event of it becoming necessary for the Members to discontinue the activities of the Club and dissolve the Club under the provisions of the Act, its funds and property shall not be paid or distributed amongst the Members but shall be appropriated or distributed for the benefit of the governing body for the time being of the game or for such Community Amateur Sports Club or charity as may be approved by Members in general meeting.
V11. GENERAL
29 LICENSING
29.1.1 Save for persons who are admitted to membership under Rule 6.13 no person may be admitted to membership without an interval of at least two days between the dates of nomination and admission.
29.1.2 Subject to such restrictions as may be imposed from time to time by the Committee in any regulations:
29.1. 3 The Ground shall be open during such hours as the Committee may decide and intoxicating liquor shall be supplied during such hours as may be fixed by the Committee (having due regard to the permitted hours within the licensing district in which Ground is situated) and notified to the Police and also the Clerk to the Licensing Justices as required by law, but the Committee shall have powers to close the Ground or any part thereof and/ or to reduce the hours of supply of intoxicating liquor from time to time on affixing notice on the Club's notice board.
29.1.4 Members may introduce and entertain guests at the Ground.
29.1.5 Provision is hereby made for the admission to any premises on the Ground in respect of which the Club is registered under the Licensing Act 1964 (or any statutory modification or re-enactment thereof) of persons other than Members or their guests and for the sale of intoxicating liquor to them by or on behalf of the Club for consumption on such premises.
30 CONTINUITY
For the avoidance of doubt every Member of the Club who at the date these Rules take effect pursuant to Rule 26 holds office or position in any capacity in the Club (including the position of Vice Presidents) shall continue to hold the same office or position following registration. Such Members shall have the same seniority, dates of appointment, dates of retirement and the like after registration as before registration, subject only to such changes as are necessary by virtue of these Rules. The Trustees under the former Rules of the Club shall, until they have fully discharged their duties, remain as Trustees upon those former Rules which relate to Trustees, varied only insofar as these Rules necessarily require.
31 INDEMNITY
Each Officer (including under the former Rules of the Club the Trustees) and employee from time to time of the Club and each person who was or is from time to time a Member of the Committee or any Sub Committee shall (to the extent that such person is not entitled to recover under any policy of insurance) be entitled to be indemnified out of any and all funds available to the Club which may be lawfully be so applied, against all costs, liens, charges, expenses and liabilities whatsoever incurred by such person in the execution and discharge of duties undertaken on behalf of the Club or in relation thereto, or incurred in good faith in the purported discharge of such duties, including any liability incurred in initiating, prosecuting or defending any proceedings, civil or criminal, which relate to anything done or omitted as an Officer or employee or as a Member of the Committee or any Sub-Committee as the case may be.
32. NOTICES
Any notice or other communication sent by first class post to a Member, Officer or Member of the Committee shall be treated as having been given twentytour hours after the time when it was posted.
33 ARBITRATION
Every dispute of the type specified in Section 60 of the Industrial and Provident Societies Act 1965 or any amendment, modification or re-enactment thereof not being one in respect of which the decision falls to be made in some other way under these rules) shall be referred to the arbitration of a single arbitrator (pursuant to the Arbitration Act for the time being in force) to be appointed in default of agreement between the parties to the dispute by the President (or failing whom one of the other Officers) for the time being of the Union.
34 INTERPRETATION
Subject to the provisions of the Act any difference of opinion as to the interpretation of these Rules or on any matter not provided for therein shall be decided by the Chairman of a General Committee Meeting at such Meeting or by the Committee in every other circumstance, and such decision shall be recorded in the minutes and shall be accepted as the true meaning until thereafter otherwise interpreted on due notice at a subsequent General M~
35 SCHEDULE OF DEFINITIONS
“the Act" means the Industrial and Provident Societies Acts 19651978 and any subsequent Acts governing or otherwise affecting industrial and provident societies.
"Auditors" means the persons appointed to report on the accounts of the Club for the time being.
"Club" means Penryn Rugby Football Club Limited.
“Committee" means the committee designated in Rule 13 and "Committee Member or "Member of the Committee" means a member of the Committee for the time being and shall include a person coopted under Rule 12.2
“Statement" means a Balance Sheet together with a Statement of Accounts showing Income and Expenditure.
“ Game” means the game of Rugby Union Football
"General Meeting" means a general meeting of Members.
"Ground" means the ground including stands, clubhouse and other buildings built thereon maintained and developed under the provisions of Rule 3.5.
"Honorary Secretary" means the Honorary Secretary of the Club for the time being.
"IRFB" means the world Governing Body of the Game of which at the date of the adoption of these Rules is the International Rugby Football Board of which the Union is a member.
“IRFB Regulations" means the Resolutions and Regulations Relating to the Game promulgated by the lRFB from time to time.
"Laws of the Game means the laws promulgated by the IRFB from time to time according to which the Game is played throughout the world.
''Member' means a member of the Club.
"Officers" means the Officers designated in Rule 13.
“Registrar” means the Chief Registrar and Assistant Registrars for England in the Central Office of the Registry of Friendly Societies and includes the statutory successor carrying on the relevant functions of any of them.
"Regulation" means a resolution, regulation or instruction made in accordance with Rule 4.12.
"Rules" means the Rules of the Club for the time being registered with the Registrar.
“Union" means the Rugby Football Union.
SIGNATURES
Name John Terry Coplin
Name Peter Le Patourel (Secretary)
Name Martin Doney
Name Michael J Dove
