GUIDANCE NOTES AND SAMPLE RULES FOR
UNINCORPORATED LAWN TENNIS CLUBS
(WHICH ARE NOT REGISTERED AS CASCS)
prepared by Farrer & Co for The Lawn Tennis Association
LAWN TENNIS CLUBS
GUIDANCE NOTES FOR USE OF SAMPLE RULES
Tennis clubs can be constituted in a variety of ways. Set out below by way of summary, is a brief description of the most common forms of organisation.
Unincorporated Private Members’ Club (Non-Profit Distributing)
This is the most common form of tennis club for, in particular, smaller clubs or clubs not owning their premises. These clubs are known in law as “unincorporated associations”. They do not exist as legal persons in their own right. This is not generally a problem for day to day issues but it does mean that the club cannot sue or be sued in its own name. The club officers and members can sue and be sued on the club’s behalf. In simple terms, the members collectively are the club so it is advisable to ensure the Rules adequately protect both them and the officers from personal liability and the club carries adequate insurance. If such clubs wish to own property this must be held by trustees on behalf of the club.
Incorporation as a limited company may be appropriate for a larger club with significant liabilities or where it has land, investments and employees or where it is otherwise thought necessary to limit the liability of the officers or members. A company limited by guarantee (as opposed to shares) is generally more suitable for members’ tennis clubs. A company needs to be formed and registered in accordance with the Companies Acts which impose certain statutory responsibilities on the directors. The constitution (known as the Memorandum and Articles) may be a little more complicated than the Sample Rules and is a public document in that it must be filed at Companies House.
Proprietary (or Commercial) Club (i.e. not owned by the Members)
This is where the club is owned and operated by a third party such as a commercial company. There will still be rules which deal with the general day to day running of the club including the appointment of a committee and, outwardly, it might appear to be a members’ club. However, the third party owner retains ultimate control over the Rules and other important matters, especially financial, as it will usually be running the club for profit.
Community Amateur Sports Clubs (“CASCs”)
These Guidance Notes and Sample Rules are for use by Clubs which do not wish to register as Community Amateur Sports Clubs (“CASCs”). If the Club wishes to register as a CASC to obtain the tax reliefs introduced by the Finance Act 2002, you should refer to the LTA’s Guidance and Sample Rules for Unincorporated Clubs Qualifying as CASCs, which can be obtained from the LTA website.
These Guidance Notes and Sample Rules only apply to unincorporated private members’ clubs. They are not suitable for use by CASCs, limited companies whether incorporated by shares or by guarantee, nor are they suitable for proprietary commercial clubs.
PURPOSE OF THE GUIDANCE NOTES AND SAMPLE RULES
The Rules identify the Club and set out the relationship between the Club’s members. The Rules govern the entire operation of the Club and confer powers on the Management Committee. It is important that the Rules are clearly drafted and reflect all aspects of the Club’s customs and practices so that they can be complied with easily. The Rules in place at any time must be complied with at all times.
These notes are intended for use in conjunction with the document entitled “Sample Rules” attached. Set out below are those provisions which should be contained within your Rules (“the Rules”) and the order in which they should appear. Where a Rule is optional this has been indicated.
Licensing Act 2003
The Sample Rules include those provisions which must be adopted by a Club wishing to sell or supply alcohol to its members and guests and/or provide regulated entertainment (for example live music), i.e. those Clubs holding a Club Premises Certificate under the Licensing Act 2003 (referred to in these documents as “a Licensed Club”). If your Club does not currently hold a Club Premises Certificate, you may want to adopt the required rules (except Sample Rules 14, 15 and 18 which relegate to alcohol specifically), so that your Club does not need to change its Rules (other than to insert Sample Rules 14, 15 and 18 listed) if your Club decides to apply for a Club Premises Certificate.
If you hold a full Premises Licence and intend to maintain this because your club is used by members of the public for functions and events, you do not need to include the rules designed for clubs holding a Club Premises Certificate as they do not apply. The application process for a Premises Licence is much more complex and the requirements more stringent.
These notes are intended for guidance only. Where you intend to amend your Rules or adopt new Rules it is advisable to take legal and accounting advice to ensure that any such amendments or changes are properly made and relevant/appropriate to your Club’s circumstances.
The Name Rule
It is important that the Rules set out the full name of the Club to identify it. It is useful to state its year of formation, to establish identity if another club has used the same name in the past.
The Definitions Rule
It is helpful to define the words which are used throughout the Rules so that it is clear precisely what is meant each time the word is used. When words are defined the first letter should appear with a capital initial each time the word is subsequently used.
The list of definitions set out in the sample definitions Rule is by no means exhaustive. There may be other words which need to be included within your Rules and defined appropriately.
The Objects Rule
This Rule sets out the purposes for which the Club is established and empowers it to carry out those purposes. It is not necessary for the Club to carry out every single purpose all of the time, but the Club must not carry out purposes for which it is not authorised by the objects Rule. It is therefore vital that the objects are drafted as widely as possible. If the Club carried out an activity which it was not empowered to do, whoever had authorised that activity may find themselves personally liable if the Club suffered a loss as a result. This may be the Management Committee as a whole or an individual if the Management Committee had not authorised that individual.
The sample Rule sets out the suggested objects which every Club should have. It is essential to include the power to affiliate to the County Lawn Tennis Association (“CLTA”) and, through the CLTA, to the Lawn Tennis Association (“LTA”) and to make rules and discipline the Club’s members and players. It is however the bare minimum and there may be other objects which your Club has. There is no problem with adding additional objects. However, it is advisable to include a “sweep-up” Rule as a final rule enabling the Management Committee to do anything in pursuance of the objects set out in the preceding sub-rules (see Sample Rule 3 sub‑rule (h)).
The Application of Surplus Funds Rule
This rule is extremely important for VAT and corporation tax purposes. The rule set out provides that the Club is not for profit which enables a Club to claim the VAT exemption (and, if relevant, mutual trading status)…
In addition, the ability to demonstrate that your club cannot distribute its profits can be important for the purposes of obtaining rate relief and eligibility to receive Lottery funding and grants from other grant making bodies.
The Membership Rule
The membership rule is important because it establishes who the members of the Club are and who are therefore bound by its Rules. It is also important because it establishes the link between the members, the Club, the CLTA and the LTA because the Club is (in turn) affiliated to the CLTA and the LTA.
This Rule must set out clearly who the members of the Club are. A test to establish who the members of the Club are is to ask who is entitled to attend and vote at a general meeting. Those who can attend and vote are full members of the Club. You may have different categories of membership (i.e. some junior non-voting members) and perhaps non-playing members. These different categories of membership need to be set out in this Rule. You may want to provide for an “Associate Membership” category to catch those individuals you do not necessarily want to be full voting members but who you want to be bound by the Rules.
The membership rule needs to state how somebody or an organisation can become a member. Any qualifications required for membership need to be set out in this Rule. It is important that the Management Committee has the discretion to admit members.
Set out in sample Rule 5 is a model membership rule which provides two alternatives in relation to the number of members either that the number of members is unlimited or it is limited. However, please note that in order for a Club to be registered under the Licensing Act 2003 there must be not less than 25 members. Please also note that in order for a Club to affiliate to the LTA, 20 is the minimum number of members.
Under the Licensing Act 2003 a Club seeking a Club Premises Certificate must ensure that there are two days between application for membership and admission to the privileges of membership. Wording to this effect is included as an option at Sample Rule 5.2. If your club operates a nomination system, this Rule would need to be amended to reflect this and the Rules must provide that there are two days between nomination and admission to the privileges of membership.
Entrance Fee and Subscriptions
It is not necessary and is now becoming unusual for subscription or entrance fees to be set by the members at the AGM each year. Indeed this could be a disadvantage. Instead you may find it helpful if the Management Committee is responsible for setting the entrance fees and subscriptions as that body is responsible for the administration and finances of the Club. It may be that in any given year the Management Committee needs to raise a higher fee to cover unforeseen costs. If subscriptions and entrance fees are set by the Management Committee this would mean that the Management Committee need not wait until the next annual general meeting to raise the fees. It would also mean that the members could not veto a change in level which the Management Committee thought was appropriate, perhaps to keep the Club afloat. The Rules could also allow some flexibility in relation to what time each year the subscription and affiliation fees are demanded to enable the Management Committee to change this from time to time.
If certain types of member do not pay their subscriptions or entrance fees this also needs to be made clear.
The Rule provides that no candidate elected to membership shall be entitled to the privileges of membership until he has paid the entrance fee (if any) and his first annual subscription.
The Rule also needs to provide for membership to cease in the event of non-payment of the annual subscription. There can be a period during which the Management Committee exercise their discretion to allow a member to remain but this must be clearly stated and a cut-off point inserted. You need to decide how long after the subscription has not been paid the deemed withdrawal from membership takes place. You should note that withdrawal from membership does mean that the member’s entitlement to any benefits provided as a result of membership of the Club (for example insurance cover) ceases.
It is useful specifically to provide a mechanism by which a member may resign.
It is extremely helpful if the circumstances in which a member can be expelled from the Club are set out in the Rules. Unless the Club has a Rule allowing expulsion, a member cannot be expelled. Any expulsion must be carried out in accordance with the rules of natural justice. The sample Rule sets out a basic procedure for expulsion. It is important (from the point of view of fairness) that a member whom the Management Committee wants to expel has the opportunity to appear and answer the complaints against him.
You will need to decide whether you would like to have the right to exclude a member from the Club’s premises until his expulsion has been considered by the Management Committee.
Effect of Resignation or Expulsion
This Rule makes it clear that when a person ceases to be a member he forfeits all right to and claims upon the Club, its property and funds. An alternative Rule is provided, should you wish to give the Management Committee discretion regarding resigning members.
The Rules need to state clearly who comprises the Management Committee or other body that manages the Club and explain clearly how that body is appointed.
The sample Rule is fairly lengthy and sets out various suggested alternatives. It envisages there being elections for posts on the Management Committee. You will need to consider whether or not this is appropriate for your Club and, if it is, to ensure that your Rule describes how your election process operates. There are many variations as to how this works and your Club is likely to have its own custom and practice which you will need to reflect in your Rules.
If your Club is a Licensed Club, the purchase and supply of alcohol must be managed by a committee whose members are elected by Members of the Club and are all over 18 years of age. Practically speaking, it may make sense for the Management Committee to deal with this and therefore it is essential for there to be elections for all members of the Management Committee.
Essentially the matters set out below need to be set out in the Rule.
· Who is on the Management Committee (e.g. named positions plus other elected representatives);
· How each type of Management Committee member is appointed and who is entitled to nominate and vote for them. For example, you may have some members appointed by the Management Committee itself, some appointed by type of office held or some elected by AGM. If particular officers (e.g. your President, Chairman, Vice-Chairman, Treasurer or Secretary, etc) are elected/appointed in a particular way this should be clearly set out. For Licensed Clubs, if your Management Committee is to manage the licensable activities of the Club, all of its members will need to be elected by the members.
· How long each type of Management Committee member is appointed for and whether on completion of the term of office they are eligible for re-election.
· Any power for the Management Committee to co-opt further members (if necessary).
· Power for the Management Committee to fill a casual vacancy.
The Rule also needs to set out the circumstances in which a Management Committee member must vacate office. There are certain circumstances in which you may like to consider forcing a Management Committee member to vacate office, for example his becoming bankrupt, his suffering from mental disorder, his resigning, his being absent from a certain number of meetings, his being suspended by the CLTA or the LTA or simply providing for the member serving a maximum length of time. A retirement age is optional, as is the requirement that someone vacate office by being requested to resign by the Management Committee. A retirement age can be helpful because it provides a standard. It can also provide a tactful means of ensuring that someone retires. However, in the future, under the proposed Age Discrimination Regulations, if any of the Management Committee are employed by the Club, a retirement age is unlikely to be lawful so may be best avoided. You may need to take specific legal advice on this point. “officers” are and the term should be referred to consistently throughout the Rules.
Some Clubs will have certain positions which are described as “officers”. There is no particular need to refer to “officers” in the Rules but if the Club does, the term should be defined and the Rules should specifically state who the “officers” are and the term should be referred to consistently throughout the Rules.
It can also be helpful for the Management Committee to have the power to request one of their number to resign (in circumstances where perhaps the Management Committee member is under suspicion of some sort of offence).
Proceedings of the Management Committee
This sample Rule is intended to set out how the meetings of the Management Committee proceed. You may have standing orders dealing with this and that is perfectly acceptable. It is however important that the matters set out below are dealt with in the Rules.
· Power to appoint sub-committees – a general Rule (such as sample Rule 10.4) is recommended rather than an overly-prescriptive rule setting out details of the existing committees).
· Appointing and determining the terms and conditions of service of employees.
· Appointment of Trustees.
· Management Committee members’ indemnity.
It is important that Trustees are appointed because an unincorporated association is not a legal person in its own right and therefore cannot hold property (i.e. freeholds, leaseholds and investments). The Club cannot therefore be named as the leaseholder or freeholder of any property. The Trustees must be named as the leaseholder or freeholder and it is good practice in any document which they sign to state that they are holding the property on trust for the Club. The Trustees are necessary to hold the Club’s assets on behalf of its members. When a Trustee dies or resigns, a new Trustee needs to be appointed and the property transferred to the new Trustees. It is helpful if the Rules provide for the appointment of the new Trustee.
The Model Rules provide two alternatives either for the Trustees to be appointed by the members in general meeting or by the Chairman following selection by the Management Committee. It is also important to remember that any property must be transferred into or lease assigned into the names of the new Trustees as soon as possible after their appointment. The advantage of the Chairman executing a deed to appoint the new Trustee(s) (Sample Rule 10.6) is that this operates to vest the property of the Club capable of passing under Section 40 of the Trustee Act 1925 in the new Trustee(s) and no further documents need be signed to affect the transfer.
It is also extremely important that the Management Committee members are indemnified because the Club cannot be sued in its own name. Therefore if a third party did want to sue they may sue the Chairman and Secretary or other named Committee Members on behalf of the Club or the person or persons who signed the contract or undertook the responsibility. It is important that any individual member of the Management Committee only enters into contracts or undertakes obligations that the Club can honour and that prior to signing any contracts, the Management Committee has authorised that individual to sign. If the Rules provide for the Management Committee members to be indemnified out of the Club’s assets then the individuals may be reimbursed. However, if the assets of the Club are insufficient to meet any such liability the Management Committee members may be personally liable for any additional liability.
Each Club will have to decide quite how wide the indemnity should be. The Sample Rule 10.8 sets out two alternatives. The first is designed primarily to reimburse Management Committee members. It only covers expenses and other liabilities which have been “properly incurred by them” in the management of the affairs of the Club. If the Management Committee member has committed a wrongful act or been reckless or negligent, they may not be covered by the indemnity.
The second alternative is much wider and covers everything done in good faith by a Management Committee member in relation to the Club and is usually more appropriate where the officers are volunteers.
Great care needs to be taken if the Club employs anyone or proposes to employ anyone. This is because the recruitment and employment of employees is becoming more and more regulated. Damages for sexual, racial and disability discrimination are potentially unlimited. Compensation is also payable for unfair dismissal and redundancy. A Management Committee member may in certain circumstances find himself personally liable if he were to breach such legislation. If any individual member of the Management Committee is proposing to recruit an employee or end an employee’s employment, that individual must ensure that they are properly authorised by the Management Committee to do so.
Clubs can in certain circumstances be exempted from having to charge VAT in relation to certain sports supplies (typically members’ subscriptions and playing fees). It is important for the Management Committee to note that in order for the Club to benefit from the VAT exemption, there are certain prohibitions on payments to officers. Briefly, an officer (or someone connected with him) may not be paid a salary calculated by reference to the Club’s gross profits or gross income. This does not prevent the payment of honoraria to officers so long as the amount of the honoraria is not calculated by reference to gross profits or gross income. Also, a Club may not purchase certain goods or services (purchase of sports land, management/administration services relating to Club facilities or goods/services for more than the normal market price) from an officer, shadow officer or connected person.
It is important to note that claiming the exemption in relation to members subscriptions and certain other members’ payments such as playing fees does NOT exempt the Club from charging VAT altogether. Bar and other sales are still subject to VAT (unless the Club’s income from taxable supplies is less than the VAT threshold applying to all businesses).
Annual General Meeting
Every Club should have an annual general meeting. The sample Rule sets out the business which needs to be transacted at annual general meetings. However, there may be other business which the Club usually transacts at annual general meetings and you should set this out. It is also important to set out the time by which a member must have given the Secretary notice of any resolution the member wishes the meeting to consider.
Extraordinary General Meeting
It is important that there is a Rule which provides for the possibility for extraordinary general meetings to be held between annual general meetings. This is so that matters requiring members’ consent may be dealt with as and when the need arises. It is important that you identify matters which require members’ approval (e.g. alterations of rules, approval of borrowing money in excess of a certain figure). However it is also important for the efficient running of the Club, that the Management Committee have the power to make regulations (without the need for members’ approval) in relation to disciplinary procedures and other management matters (see section on regulations and standing orders below).
Procedures at the annual and extraordinary general meetings
It is helpful for the Rules to set out the procedures for calling, holding and voting at general meetings. You will need to amend the sample Rule to reflect your customs and practices (for example your Junior or other categories of members may be entitled to attend meetings but not vote at them). There must be a quorum (i.e. minimum number) of members to transact business at any meeting. A quorum of 10 per cent of your members would be usual. However it is probably best to have a fixed number. This number should be a realistic number as the meeting cannot proceed to business if the quorum is not present but should be large enough to stop the Club being run by a small minority.
A resolution is only “passed” where a majority votes in its favour. It is therefore “not carried” or “lost” if not passed positively. Where voting is in connection with an election of a person (for example to the Management Committee or as an officer), it is helpful if the Rules state how a tie is dealt with. This could be by lot (see Model Rule 9.4), by decision of the other Committee Members or by casting vote of the Chairman (the latter two options being less desirable in an election situation).
Purchase and Supply of Liquor and Commission
These Rules are only necessary if your Club is a Licensed Club under the Licensing Act 2003. Please note that Sample Rule 15 does not operate to prevent bar staff receiving payment for their services.
The Licensing Act 2003 permits a Licensed Club to sell intoxicating liquor to non-members who are guests of the Club’s Members or are “associate members” (or their guests). In simplistic terms, to be an associate member for the purposes of the Act, the person must be a member of another club which would also qualify for a Club Premises Licence (a “recognised club”).
Sample Rule 16.1 provides that players and spectators etc attending the Club’s premises are guests of the Management Committee. This should mean that such people will qualify as ‘guests’ for the purposes of the Licensing Act 2003 and can therefore purchase alcohol in accordance with the conditions of a Club Premises Certificate. This will be useful for larger clubs who may attract spectators who are not simply friends and family of Club Members or may attract clubs visiting from abroad. It is however still advisable that the names of all such people are recorded.
You may have additional provisions in relation to guests that need to be inserted into this Rule.
Opening of Club Premises
This Rule is self explanatory.
This Rule is only necessary if your Club is a Licensed Club and will be dictated by your Club Premises Certificate or your Premises Licence, as appropriate.
Alteration of the Rules
It is absolutely essential for the Club to have the power to amend the Rules. You will need to decide by what majority an amendment to the Rules can be passed. A majority of two thirds or three quarters of those members present and voting at the general meeting at which the Rule change is proposed is recommended. “Present and voting” means that when counting the votes, those members who are abstaining do not count in the total number of members for the purposes of calculating whether a resolution has been passed. (For example where a resolution has to be passed by a two-thirds majority and at a meeting there are 100 members of whom 10 abstained, 61 voted in favour and 29 against, the resolution will be carried as the total number of members present and voting is 90.) If there is no Rule dealing with alteration of the Rules, technically, every single member of the Club would have to vote in favour of the alteration.
If your Club is a Licensed Club, any alteration of the Rules needs to be notified to the relevant Licensing Authority within 28 days of the change. Although not a legal requirement, it is also best practice to inform the Chief Officer of the police of any such changes.
Regulations and Standing Orders
It is important for there to be a power in the Rules to allow the Management Committee to make regulations and standing orders otherwise those regulations and standing orders are not valid. It is a great advantage if the Management Committee has power to amend these regulations and standing orders as then, a special majority of the members will not be required to change them. This is particularly the case in relation to regulations for the Club’s disciplinary procedures which the Management Committee may want to change from time to time.
It will be for each Club to decide whether something is called a “regulation” or “standing order”. Generally the word “regulation” would be used to describe particular rules which the members were obliged to follow, such as disciplinary rules and procedures. “Standing Orders” is a phrase generally given to particular rules for the conduct of meetings.
It is important to provide in the Rules how the assets of the Club will be dealt with. Full accounts of the Club’s finances should be prepared each year. As the Club is an unincorporated association, the accounts are only prepared for the members and need not be filed anywhere where they can be publicly inspected. They may however be requested by the local authority, the LTA or other bodies in connection with rating relief or grant applications.
It is up to each Club to decide to what extent it would like its accounts audited. There is no requirement in law for the accounts to be audited by an independent auditor unless the Club’s Rules provide for this. However as the Club collects money from, and spends it on behalf of, the members, those members may like the comfort of knowing that the accounts will be independently audited.
An alternative would be to provide that a report on the accounts should be prepared by an auditor or even by an independent person. This is likely to involve less cost for the Club. It will be for each Club to weigh up the cost of an audit with the comfort it may give to the members and, perhaps more importantly, it’s Management Committee. The alternatives are set out at Sample Rule 22.5.
It is also recommended that each Club should adopt the same year end as the LTA (30 September).
Unless there is power in the Rules allowing the Club to borrow, the Club may not borrow money. It will be for each Club to determine how much the Management Committee may borrow without needing the members’ approval at a general meeting. This will depend on a number of factors such as the extent of the Club’s assets. Essentially it will be a balance between practicality and control of the Club’s finances.
There are two alternative rules at Sample Rule 23.2 relating to the ability of the Management Committee to secure any borrowing by way of charge or mortgage over the Club’s property. The first alternative allows the Management Committee to do this in any event. The second provides that the grant of any such security must be approved by the Club in general meeting.
As previously mentioned the Club is not a legal person in its own right and cannot hold property in its own name. Therefore individuals need to hold the property on trust for the members of the Club. These individuals are called Trustees.
The sample Rule includes two alternative types of indemnity for the Trustees. The first indemnifies the Trustees in respect of expenses and liabilities properly incurred by them in the exercise of their duties. The second is wider. Each Club will have to decide which type of indemnity it prefers. It is very important for an indemnity to be included, as the Trustees are the persons likely to be sued if the Club breaches the terms of any lease entered into or if any person wishes to sue because of an accident at the property. Clubs are advised to take out insurance in respect of the indemnity provided.
It is important to have in the Rules the power to dissolve and to set out the procedure for dissolution. It is entirely for each Club to decide upon the majority required to pass a resolution to dissolve the Club. If it is not so set out the Club could only be dissolved by the Court, by spontaneous dissolution (i.e. all its activities having ceased) or by agreement of all the members of the Club.
It is also important that the Rules make provision for what happens to any surplus moneys on a winding-up. In making such provision, it must be ascertained whether or not the Club carries on a trade as this will be relevant to the drafting of the dissolution clause. Profits/surpluses are not necessarily liable to Corporation Tax. A club that exists to provide social or recreational activities for its members is unlikely to be trading. If no trade is being carried out the Rules can provide that on dissolution any surplus can be distributed either to the members or to a non-profit making sports club, organisation or charity (as the Club decides). The Sample Rule provides that the surplus will be distributed to another non-profit making tennis club, voluntary organisation with similar objects or registered charity for tennis.
However, if the Club is trading it may want to claim the benefit of mutual trading status so that the income received from trading with its members will be exempt from payment of corporation tax. To benefit from mutual trading status the surplus moneys must go to the members on winding-up. Such a provision does not affect the Club’s ability to claim the VAT exemption. (The members may however decide, by passing a resolution at the time of the dissolution, to pass the money to a third party such as another sports club or organisation or a local charity which must also be non-profit making.) A Club may need to take tax advice on its position.
Any rules allowing distribution to members on a dissolution should however be balanced against the disadvantage that, if the Rules provide for distribution on a winding up to be shared equally amongst the Members, this may involve difficulty in the Club obtaining rating relief and some types of grant (including grants from the LTA).
The Sample Rules provided are intended to be flexible and not overly prescriptive. The advantage of flexibility is that the Rules may not need to be changed each time a small change is required to the way the Club carries out its work in practice. You should ensure that you obtain legal advice before adopting the Sam
RHIWBINA TENNIS CLUB
(revised Feb 2011)
The Club, established in 1926, is called Rhiwbina Lawn Tennis Club (“the Club”).
The Club is affiliated to Rhiwbina Recreation Club to whom capitation fees are paid each year.
2.1 “the Chairman” means the person appointed from time to time to be the chairman of the Club in accordance with Rule 9;
Lawn Tennis Association;
“the Secretary” means the person appointed from time to time to be the secretary of the Club in accordance with Rule 9;
“the Treasurer” means the person appointed from time to time to be the treasurer of the Club in accordance with Rule 9;
“the Management Committee” means the committee appointed under Rule 9 to manage the Club;
“the Members” means the members of the Club admitted from time to time to membership of the Club in accordance with Rule 5
2.2 Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender.
2.3 “Disciplinary Code” means the disciplinary code of the LTA in force from time to time.
2.4 “LTA” means Tennis Wales Ltd and its subsidiaries or such successor entity or entities as become(s) the governing body of the game of lawn tennis from time to time.
2.5 “Rules” means the rules of the LTA in force from time to time.
The objectivess of the Club are:
(a) to provide tennis, social and other activities and generally to encourage and facilitate the playing of tennis;
(b) to provide and maintain Club premises at Lon y Dail, Rhiwbina;
(c) to promote, improve, develop and support the interests of tennis;
(d) to such other benefits to its members as if shall think fit;
(e) to affiliate to the CLTA (and by doing so affiliate to the LTA) and to comply with and uphold the Rules and Regulations of the CLTA and the LTA as amended from time to time and the rules and regulations of any body to which the LTA is affiliated;
(f) to acquire, establish, own, operate and turn to account in any way for the members’ benefit the tennis court facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;
(g) to make rules, regulations, bye-laws and standing orders concerning the operation of the Club Including without limitation regulations concerning disciplinary procedures that may be taken against the Members;
(h) to discipline the Members where permitted by its Rules/Regulations and to refer its Members to be disciplined by the LTA or the CLTA (as appropriate) where so required by the Rules and Regulations of the LTA or the CLTA (as the case may be);
[(i) to make donations or offer support to lawn tennis clubs which are charities or community amateur sports clubs;]
(j) to do all such other things as the Management Committee thinks fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated in this Rule 3.
4.1 The Club is a non-profit-making organisation. All surpluses will be used to maintain or improve the Club’s facilities and in furtherance of the Club’s objects. No surplus will be distributed other than in accordance with Clause 24.3 on winding-up or dissolution of the Club.
4.2 Nothing in Clause 4.1 shall prevent the Club from entering an agreement with a member for the supply by him to the Club of goods or services or for his employment by the Club, provided that such arrangements are approved by the Management Committee (without the member being present) and are agreed with the member on an arm’s length basis.
5.1 Eligibility for membership
5.1.1 Persons of either sex are eligible for full membership of the Club provided they are at least 18 years old. No person shall be denied membership of the Club on the grounds of race, ethnic origin, creed, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs.
5.1.2 Persons below the age of 18 may be elected as Junior Members without the right to hold office or vote at general meetings.
5.1.3 The number of Members is unlimited.
5.2 Admission of Members
Any person who wishes to become a Member must submit an application in such form as the Management Committee shall decide. Every candidate for membership shall be considered by the Management Committee, which shall, in its absolute discretion, decide whether to admit that candidate as a Member.
5.3 Classes of Members
5.3.1 There shall be the following classes of members for the Club:
Other e.g. Student, Unemployed, Weekly
5.3.2 Only Full Members shall be entitled to receive notice of, attend and vote at general meetings. The other Members shall be entitled to all the other privileges of membership other than the right to receive notice of, attend and vote at general meetings.
5.3.3 Each member agrees as a condition of membership to a) be bound by and subject to the rules of the club in force from time to time and b) to be bound by and subject to the Rules and Disciplinary Code. This rule confers a benefit on the LTA and, subject to the remaining provisions of the rule,is intended to be enforceable by the LTA by virtue of the Contracts(Rights of Third Parties) Act 1999. For avoidance of doubt, the members do not intend that any term of these rules,apart from Rule 5.3.3,should be enforceable, by virtue of the Contracts(Right of Third Parties) Act 1999, by any person who is not party to this agreement.
5.4.1 The annual subscription for each type of Member shall be determined from time to time by the Management Committee.
5.4.2 The Members shall pay any annual subscription fees set by the Management Committee from time to time.
5.4.3 No candidate who has been elected a Member shall be entitled to the privileges of membership until he has paid his first annual subscription.
5.4.4 Any Member whose entrance fee or subscription is not paid by such date as the Management Committee shall decide each year more than three months shall be deemed to have resigned his membership of the Club.
A Member may withdraw from membership of the Club on one month’s clear notice to the Club. Membership shall not be transferable in any event and shall cease immediately on death or dissolution or on the failure of the Member to comply or to continue to comply with any condition of membership set out in these Rules.
7.1 The Management Committee may terminate the membership of any person, or impose any other sanction they determine appropriate ,in connection with the breach of any condition of these rules.
7.2 A Member shall not be expelled unless he is given 14 days’ written notice of the meeting of the Management Committee at which his expulsion shall be considered and written details of the complaint made against him.
7.3 The Member shall be given an opportunity to make written representations and/or to appear before the Management Committee and at any such meeting to be accompanied by a representative or friend, who may answer complaints made against the member and to cross-examine any witnesses on behalf of the member. The member must not be expelled unless at least two-thirds of the Management Committee then present vote in favour of his expulsion.
7.4 The Management Committee may exclude the Member from the Club’s premises until the meeting considering his expulsion has been held. For the avoidance of doubt, the member shall be entitled to attend that meeting for the purpose of making his representations.
7.5 The Club agrees that all unlicensed and unregistered coaches and, so far as reasonably practicable, players and other persons using the facilities of the Club will be required, as a condition of use, to agree to be bound by and subject to these rules, the Rules and Disciplinary Code, such agreement to contain an express acknowledgement that the Contracts(Rights of Third Parties)Act 1999 applies and that the LTA and the Club can enforce any breach at its option and in its sole discretion.
Any person ceasing to be a Member forfeits all right to and claim upon the Club, its property and its funds and he has no right to the return of any part of his subscription.
The Management Committee may refund an appropriate part of a resigning Member’s subscription if it considers it appropriate taking account of all the circumstances.
9.1 The Club shall be managed by a Management Committee consisting of:
(a) the Chairman;
(b) the Vice-Chairman;
(c) the Secretary;
(d) the Treasurer;
(f) no more than 15 other Members elected annually at the annual general meeting
9.2 The Management Committee shall decide in its discretion how Members may be nominated to be members of the Management Committee and shall notify the Members accordingly.
9.3 Any person nominated as a member of the Management Committee must be a Full Member.
9.4 If there is only one candidate nominated to fill any particular vacancy, that candidate shall be declared elected unopposed for that particular vacancy at the next annual general meeting. If there is more than one candidate for any particular vacancy there shall be an election at the annual general meeting for that position. In the event of a tie, the candidate to be elected shall (unless the candidates otherwise agree) be determined by lot.
9.5 The Management Committee shall be elected at the annual general meeting in each year, and subject to termination of office by resignation, removal or otherwise, the members remain in office until they or their successors are re-elected or elected (as the case may be) at the annual general meeting following their re-election or election (as the case may be).
9.6 In addition to the members elected or appointed in accordance with this Rule 9, the Management Committee may co-opt up to 3 further Members who shall serve until the next annual general meeting. Co-opted members shall be entitled to vote at the meetings of the Management Committee.
9.7 The Management Committee may appoint any Member to fill any casual vacancy on the Management Committee until the next annual general meeting when that person shall retire but shall be eligible for re-election.
9.8 Retiring members of the Management Committee may be re-elected.
9.9 A member of the Management Committee shall be deemed to have vacated office if:
(a) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(b) he is, or may be, suffering from mental disorder; or
(c) he resigns his office by notice to the Club; or
(d) he shall without sufficient reason for more than three consecutive meetings of the Management Committee have been absent without permission of the Management Committee and the Management Committee resolves that his office be vacated; or
(e) he is suspended from holding office or from taking part in any activity relating to the administration or management of the Club by a decision of the CLTA or the LTA; or
(f) he is requested to resign by not less than two-thirds of the other Management Committee members acting together.
9.10 The Club agrees that each member of the Management Committee will be required, as a condition of election or appointment,to agree to be bound by and subject to these rules, the Rules and Disciplinary Code, such agreement to contain an express acknowledgement that the Contracts(Rights of Third Parties) Act 1999 applies and that(the LTA) and the Club can enforce any breach at its option and in its sole discretion.
10.1 Management Committee meetings shall be held as often as the Management Committee thinks fit provided that there shall not be less than six meetings each year. The quorum for such meetings shall be five. The Chairman and the Secretary shall have discretion to call emergency meetings of the Management Committee if they consider it to be in the interests of the Club. The Secretary shall give all the members of the Management Committee not less than 7 days’ notice of a meeting.
10.2 The Chairman shall be the chairman of the Management Committee. Unless he is unwilling to do so, the Chairman shall preside at every meeting of the Management Committee at which he is present. But if there is no person holding that office, or if the Chairman is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Vice-Chairman shall preside. If there is no Vice-Chairman or if he is unwilling to preside, of if he is not present within five minutes after the time appointed for the meeting, the members of the Management Committee present may appoint one of their number to be chairman of the meeting.
10.3 Decisions of the Management Committee shall be made by a simple majority and in the event of an equality of votes the Chairman or the acting chairman of that meeting shall have a casting or additional vote.
10.4 The Management Committee may from time to time appoint from among its number such sub-committees as it considers necessary and may delegate to them such of the powers and duties of the Management Committee as the Management Committee may determine. All sub-committees shall periodically report their proceedings to the Management Committee and shall conduct their business in accordance with the directions of the Management Committee.
10.5 The Management Committee shall be responsible for the management of the Club and shall have the sole right of appointing and determining the terms and conditions of service of employees of the Club. The Management Committee shall have power to enter into contracts for the purposes of the Club on behalf of all the Members
10.6 Every member of the Management Committee, employee or agent of the Club shall be indemnified by the Club and the Management Committee shall pay all costs, losses and expenses which any such member of the Management Committee, employee or agent may incur or for which he may become liable by reason of any contract entered into or act or thing done by him in good faith as such member of the Management Committee, employee or agent in accordance with the instructions of the Management Committee or of a general meeting of the Club or otherwise in the discharge of his duties. The Management Committee may give to any member of the Management Committee, employee or agent of the Club who has incurred or may be about to incur any liability at the request of or for the benefit of the Club such security by way of indemnity as may seem expedient.
11.1 The annual general meeting of the Club shall be held at such time as the Management Committee shall decide each year to transact the following business:
(a) to receive the Chairman’s report of the activities of the Club during the previous year;
(b) to receive and consider the accounts of the Club for the previous year, and the Treasurer’s report as to the financial position of the Club;
(c) to remove and elect the auditor or confirm that he remain in office;
(d) to elect the Officers and other members of the Management Committee;
(e) to decide on any resolution which may be duly submitted in accordance with Rule 11.2 below;
(f) to deal with any other matters which the Management Committee desires to bring before the membership.
11.2 Notice of any resolution proposed to be moved at the annual general meeting shall be given in writing to the Secretary not less than 28 days before the meeting.
11.3 No period greater than fifteen months shall elapse between one annual general meeting and the next.
An extraordinary general meeting may be called at any time by the Management Committee and shall be called within 21 days of receipt by the Secretary of a requisition in writing signed by not less than ten Members stating the purposes for which the meeting is required and the resolutions proposed.
13.1 The Secretary shall send to each Member at his last known address written notice of the date of the general meeting together with the resolutions to be proposed at least 14 days before the meeting.
13.2 The quorum for the annual and extraordinary general meetings shall be ten Members
13.3 The Chairman shall preside at all meetings of the Club but if he is not present within 15 minutes after the time appointed for the meeting or has signified his inability to be present at the meeting, the Members present may choose one of the other members of the Management Committee present to preside and if no other member of the Management Committee is present or willing to preside the Members present may choose one of their number to be chairman of the meeting.
13.4 Each Full Member present shall have one vote and resolutions shall be passed by a simple majority of those Members present and voting. In the event of an equality of votes the chairman of the meeting shall have a casting or additional vote.
13.5 The Secretary, or in his absence a member of the Management Committee, shall take minutes at the annual and extraordinary meeting.
14.1 Any Member may introduce guests to the Club, and any player, coach, other team representative, match official or spectator attending the Club’s premises (by invitation of the Club) who is not a Member shall be a guest of the Management Committee, provided that no one whose application for membership has been declined or who has been expelled from the Club may be introduced as a guest.
14.2 The Member introducing a guest and any person introduced as a guest of the Management Committee in accordance with Rule 14.1 must enter the name and address of the guest together with the name of the introducer in a book which must be kept on the Club’s premises.
14.3 No one may be admitted as a guest on more than four occasions in any calendar year.
These Rules may be altered by resolution at an annual or extraordinary general meeting provided that the resolution shall not be passed unless carried by a majority of at least two-thirds of the Members present and voting at the general meeting, the notice of which contains particulars of the proposed alteration or addition.
The Management Committee shall have power to make, repeal and amend such regulations and standing orders as it may from time to time consider necessary for the wellbeing of the Club. Such regulations and standing orders and any repeals or amendments to them shall have effect until set aside by the Management Committee.
17.1 All moneys payable to the Club shall be received by the person authorised by the Management Committee to receive such moneys and shall be deposited in a bank account in the name of the Club. No sum shall be drawn from that account except by cheque signed by two of the signatories who shall be the Chairman, Vice-Chairman, Secretary and Treasurer. Any moneys not required for immediate use may be invested as the Management Committee in its discretion thinks fit.
17.2 Subject to Rule 25.3, the income and property of the Club shall be applied only in furtherance of the objects of the Club and no part thereof shall be paid by way of bonus, dividend or profit to any Member.
17.3 The Management Committee shall have power to authorise the payment of remuneration and expenses to any officer, member of the Management Committee, Member or employee of the Club and to any other person or persons for services rendered to the Club.
17.4 The financial transactions of the Club shall be recorded in such manner as the Management Committee thinks fit by the Treasurer.
17.5 Full accounts of the financial affairs of the Club shall be prepared each year.
18.1 The Management Committee may borrow a maximum total amount of one pound on behalf of the Club for the purposes of the Club from time to time at its own discretion and with the sanction of a general meeting any further money above that sum.
18.2 When so borrowing the Management Committee shall have power to raise in any way any sum or sums of money and to raise the repayment of any sum or sums of money in such manner on such terms and conditions as it thinks fit provided that in the event that the repayment of any sum or sums is to be secured (in particular by mortgage of or charge upon, or by the issue of debentures charged upon all or any part of the property of the Club) the grant of such security must be approved by the Club at a general meeting).]
18.3 The Management Committee shall have no power to pledge the personal liability of any Member for repayment of any sums so borrowed.
18.4 The Trustees shall, at the discretion of the Management Committee, make such dispositions of the Club’s property or any part thereof, and enter into and execute such agreements and instruments in relation thereto, as the Management Committee may deem proper for giving security for such moneys and the interest payable thereon.
19.1 A resolution to dissolve the Club shall be proposed only at an extraordinary general meeting and shall be passed only if carried by a majority of at least three-quarters of the Members present and voting.
19.2The dissolution shall take effect from the date of the resolution and the members of the Management Committee shall be responsible for the winding-up of the assets and liabilities of the Club.
19.3 Any property remaining after the discharge of the debts and liabilities of the Club shall be paid to or distributed to another non-profit making tennis club or voluntary organisation having objects similar to those of the Club or to a registered charity for lawn tennis or the LTA for use in community related tennis initiatives.
Revised 28th February 2011