Northbrook Athletic Club – Constitution
Cessation of Membership
Proceedings of the Committee
Powers of the Committee
Finances and Accounts
Property and Facilities
Application of Surplus Funds
Annual General Meeting
Special General Meetings
Amendments to the Constitution
Dissolution of the Club
- The Name of the Club is “Northbrook Athletic Club”, hereinafter “the Club”.
- The Club Colours shall be green, yellow and black.
- The Objects of the Club are to facilitate and encourage participation in and promotion of recreational and competitive amateur athletics in the Coventry area and amongst the community, and related sporting & social activities.
- Furthermore, to do all such things as the 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 above in the pursuit of sporting excellence.
- Membership of the Club shall be open, on application, to anyone interested in recreational or competitive running, aged eighteen or over but otherwise regardless of age, and regardless of gender, disability, ethnicity, race, nationality, sexual orientation, occupation, religion, political or other beliefs.
- Members will enjoy the rights and obligations specifically outlined in this Constitution.
- Classes of Membership shall be as described in the Club Rules
- An application for membership shall be considered by the Committee at the next convenient Committee Meeting, which shall admit that person to membership unless to do so would be contrary to the best interests of the sport or the good conduct and interests of the Club. Membership of the Club shall commence from the date of the meeting at which the application was accepted.
- The Club may, as a condition of membership, require annual or other periodic subscription fees to be paid by Members of the Club, as determined by the membership at the Annual General Meeting or at a Special General Meeting called for that purpose, provided that the subscription fees are set on a non-discriminatory basis and do not preclude open membership of the club.
- Membership shall not be transferable and shall cease immediately on death or on the failure of the Member to comply with any condition of membership set out in this Constitution.
- Any person shall, upon ceasing to be a Member of the Club, forfeit all rights to and claims upon the Club and its property and funds.
- The Honorary Officers of the Club shall be the President, the Chairman, the Secretary and the Treasurer who shall be elected by the Members at the Annual General Meeting.
- The duties and responsibilities, terms of office and nature of election of the Honorary Officers shall be as described from time to time in the Club Rules. Together, the Honorary Officers of the Club are responsible for the normal operations of the Club within the policies and targets set by the Committee.
- The Club shall elect an Honorary Club President to perform duties representing the Club, and to provide guidance on strategy and probity as required.
- The day-to-day management of the Club shall be deputed to a Committee (together the members of the Committee) consisting of: i) the officers; and ii) not more than eight other Ordinary Committee Members all to be elected by the Annual General Meeting.
The office of an elected member of the Committee shall be vacated with immediate effect if he or she:
- ceases to be a member, or
- is excluded or suspended from the Club under disciplinary proceedings or
- is required to leave office as provided for in the Club Rules.
- The Committee shall have the power to appoint a Member to fill any casual vacancy on the Committee or amongst the Officers until the next Annual General Meeting. Any Member so appointed shall retire at the next Annual General Meeting but shall be eligible for election at such meeting in accordance with the provisions for Proceedings at General Meetings.
- The Committee shall meet no fewer than six times each year in person and as often as may from time to time be necessary.
- The quorum necessary for the transaction of business at a meeting of the Club Committee shall be four, of which no fewer than two shall be Officers. A meeting of the Committee at which a quorum is present and has been properly convened shall be competent to exercise all the powers and discretions invested in the Committee by the Club Rules.
- The Committee may act notwithstanding any vacancy in its numbers, so long as the number of members of the Committee entitled to vote is not reduced below five in which case it shall be entitled to act only for the purpose of appointing or arranging the election of new members of the Committee.
- The Club Committee may between Committee meetings or in emergency delegate its powers to an Executive Committee consisting of the President, the Chairman, the Secretary and the Treasurer, any three of whom shall constitute a quorum for a meeting, to deal with matters of urgency.
- The Committee shall within two weeks of each meeting record the decisions that it has taken and publicise these to club members by an appropriate means.
- The Committee shall be responsible for the diligent management of the Club and shall have the following specific powers to:
- make Club Rules and regulations to allow for the day to day operation of the Club and its activities. Such Club Rules may not supersede or contradict provisions of this Constitution. All Byelaws and regulations made by the Committee under this rule must be reasonably available to Members and shall be binding upon the Members until repealed by the Committee or set aside by a Resolution of a general meeting of the Club;
- operate a Member’s Welfare policy in accordance with the Policy and Procedures issued by any body to which the Club is affiliated;
- appoint any person or persons to accept and hold in trust for the Club any property belonging to the Club or in which it is interested. The Chair from time to time is nominated as the person to appoint new trustees within the meaning of Section 36 of the Trustee Act 1925. A new trustee shall be nominated by resolution of the Committee and the Chair shall by deed duly appoint the person or persons so nominated as the new Trustee or Trustees of the Club and the provisions of the Trustee Act 1925 shall apply to such appointment;
- make and give receipts, releases and other discharges for any amount payable to the Club and for claims and demands of the Club;
- invest, place on deposit and deal with any finances of the Club not immediately required upon any investments or securities which the Committee thinks fit;
- issue, sign, draw, endorse, negotiate, transfer and assign all cheques, bills, drafts, promissory notes, securities and instruments, negotiable and non-negotiable, to operate on the Club’s banking accounts;
- enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name of, and on behalf of, the Club as they may consider expedient;
- pay all the costs and expenses of, and incidental to, any of the aforesaid matters and things;
- determine how and by whom any such power shall be executed, operations effected and documents signed or things done;
- appoint Members or sub-Committees consisting wholly or partly of the members of the Committee to exercise such functions as the Committee may from time to time delegate to them;
- organise Club activities.
- The members of the Committee and any trustees appointed under paragraph (c) above to act as trustees shall be entitled to an indemnity out of the assets of the Club for all expenses and other liabilities properly incurred by them in the management of the affairs of the Club.
- The funds of the Club shall be maintained in such bank accounts as the Treasurer may recommend and the Club Committee may decide.
- For paper-based payment and withdrawal transactions two signatures are required to grant authority for the bank to make payment. The Authorised Signatories shall include Treasurer, Secretary, President and Chairman. For transactions by electronic means, the Club Committee will ensure that secure systems are in place to maintain the security of the Club’s funds and that transactions are properly authorised by the Club Treasurer, Club President or other nominated Club Officer.
- The Club’s Financial Year shall run from January 1 to December 31 inclusive. The Treasurer shall present accounts for the previous Financial Year to the Annual General meeting for consideration, copies of which shall be made available to Members at the meeting. If the accounts are not accepted at the Annual General Meeting, a qualified Accountant may be appointed to investigate members’ concerns.
- At least one Auditor shall be appointed at each Annual General Meeting to hold office until the next Annual General Meeting to carry out the duties described in the Club Rules.
- The Auditor(s) shall make an audit of the accounts of the Club at the end of the financial year and report thereon to the Annual General Meeting.
- The property of the Club, other than cash at bank, shall be vested in the Trustees who shall deal with the property as directed by resolution of the Committee.
- The Club’s facilities shall be provided to its Members without discrimination.
- The Club is a non-profit-distributing organisation. All surplus income or profits are to be reinvested in the Club and will be used to maintain or improve the Club’s facilities or otherwise in furtherance of the Club’s objects.
- The Club may also in furtherance with the objects of the Club:
- sell and supply food, drink and related sports clothing and equipment;
- remunerate members for providing goods and services, provided that such arrangements are approved by the Committee (without the Member being present) and are agreed on an arm’s length basis;
- pay in good faith interest on money lent by a Member at a commercial rate of interest; reimburse any Committee Member or Honorary Officer his/her reasonable and proper out of pocket expenses incurred on Club business; any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Committee members in relation to the Club;
- pay for reasonable hospitality for visiting teams and guests.
- No Member shall be paid a salary, bonus fee or other remuneration for competing for the Club.
- The Club shall not tolerate the physical or mental abuse, harassment, discrimination or defamation of any of its Members during, or subsequent to, Club Events. Any Member may be disciplined or excluded from membership of the Club if he or she is in contravention of the Club Rules.
- All Members should feel welcomed, equally treated and comfortable in all activities of the Club. Any Member with a Club related grievance may raise their grievance, in confidence, with any member of the Committee. With the Member’s permission the Committee member will subsequently discuss the grievance with other Committee members, and the Member will be informed of the outcome. Any action proposed to be taken will be communicated to the aggrieved Member before being carried out.
- Every notice calling a meeting shall specify the general nature of the business to be transacted and shall specify if the meeting is to be
- a general Meeting, or
- an Annual General Meeting, or
- a Special General Meeting.
- The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive the same shall not invalidate the proceedings at any General Meeting.
- With the exception of matters relating to amendments of the Constitution or Rules all matters considered at any meeting shall be decided by a simple majority of the votes cast, the Chairman of the meeting having a casting vote.
- The Annual General Meeting of the Club shall be held during the first month of the Club’s financial year, on a date and at a reasonable time and place to be fixed by the Committee for the following purposes and order of business:
- to receive apologies
- to discuss matters arising from the Minutes of the previous AGM
- to receive a report from the Committee Chair
- to receive a balance sheet and statement of accounts for the preceding financial year
- to decide on any resolution which may be duly submitted to the meeting as provided by this Constitution
- to set the membership fees for the forthcoming year
- to elect the Honorary Officers and the Committee and to ratify the selection of the Honorary President
- to appoint auditors
- to discuss any other business previously notified to the Chair.
- Not less than fourteen days notice of an Annual General Meeting specifying the place, day and time of the meeting shall be given to the Members.
- The Secretary shall invite nominations for Honorary Officers to be sent to him/her by a specified date and shall make available a nomination form for that purpose. Every nomination must be accompanied by or contain the written consent of the nominee to serve if elected. In the event of no nomination being received by the date specified, but not otherwise, nominations may be made at the meeting. The Secretary shall invite nominations for Life Members to be sent to him/her by a specified date.
- The Annual General Meeting shall elect from those present a Returning Officer to oversee any elections to be conducted at the meeting.
- Not less than three weeks notice of a Special General Meeting specifying the place, day and time of the meeting shall be given to the Members.
- The Secretary shall, on instruction of the Club Committee or on the requisition in writing (including email) of no fewer than twenty Members entitled to vote at such meetings, convene a Special General Meeting within four weeks of the receipt by him or her of the requisition stating the business to be raised. No other business is to be discussed at a Special General Meeting.
- The Constitution may be added to, repealed, or amended by resolution at any Annual or Special General Meeting carried by a majority of at least two-thirds of the Members voting thereon.
- The Committee shall be the sole authority for the interpretation of the Constitution and of Club Rules. The decision of the Committee upon any questions of interpretation or upon any matter affecting the Club and not provided for by the Constitution, shall be final and binding on the Members except if otherwise directed by the Club in a Special or Annual General Meeting.
- The Club shall not be dissolved except by resolution passed at a Special General Meeting called for that purpose and after due notice of the purpose of the Meeting has been given. Any motion calling for the dissolution of the Club shall require the signatures of at least one third of the paid up first claim membership.
- If at any Special General Meeting a resolution for the dissolution of the Club shall be passed by a majority of the Members present, a further Special General Meeting shall be convened, to be held not less than four weeks thereafter (of which two weeks written notice shall be given to each Member in addition to the other provisions for Notices), to further consider the matter.
- Members may vote to dissolve the Club if no less than three quarters of those present and voting at a properly convened Special General Meeting support the proposal. If a resolution to dissolve the Club is passed the Committee shall proceed to realise the property of the Club and discharge all liabilities.
- Any property remaining after the discharge of debts and liabilities of the Club shall be paid to or distributed to another community amateur sports club for road running or athletics or to a charitable organisation having similar objects and affiliations, as nominated at the Special General Meeting.
- Any notice required to be given under this Constitution will be deemed to have been given and received having been sent by mail or email to the last known postal or email address of the member as appropriate.
This Constitution was adopted by the Annual General Meeting of the members on 22 January 2014.
Clause 5 was amended by the Annual General Meeting of the members on 24 January 2018.
Changes to the Club Constitution may only made by a resolution voted on by at least two-thirds of voting members.
See also the Club Rules