Northampton Fencing Club

Rules & Constitution

1. Adoption of the Constitution
The association and its property, will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
2. The Name
The association's name is Northampton Fencing Club ("the club").
3. The Objects
The charity's objects ("The Objects") are:

To promote community participation in healthy recreation in the county of Northamptonshire by providing facilities for the sport of fencing, particularly for the benefit of children and those who are socially or economically disadvantaged.
4. Application of the Income and Property
  1. The income and property of the club shall be applied solely towards the promotion of The Objects.
  2. A Trustee may pay out of, or be reimbursed from, the property of the club reasonable expenses properly incurred by him or her when acting on behalf of the club.
  3. None of the income or property of the club may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the club. This does not prevent:
    1. a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the club;
    2. a Trustee from:
      1. buying goods or services from the club upon the same terms as other members of the public;
      2. receiving a benefit from the club in the capacity of a beneficiary of the club, provided that the Trustees comply with the provisions of sub clause (6) of this clause, or as a member of the club and upon the same terms as other members;
    3. the purchase of indemnity insurance for the Trustees against any liability that by virtue of any rule of law would otherwise attach to a trustee or other officer in respect of any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the club but excluding:
      1. fines
      2. costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer;
      3. liabilities to the club that result from the conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the club or in respect of which the person concerned did not care whether that conduct was in the best interests of the club or not.
  4. No Trustee may be paid or receive any other benefit for being a Trustee.
  5. A Trustee may:
    1. sell goods or services to the club;
    2. be employed by or receive any remuneration from the club;
    3. receive any other financial benefit from the club, if:
      • he or she is not prevented from so doing by sub-clause (4) of this clause; and
      • the benefit is permitted by sub-clause (3) of this clause; or
      • the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.
    1. If it is proposed that a Trustee should receive a benefit from the club that is not already permitted under sub-clause (3) of this clause, he or she must:
      1. declare his or her interest in the proposal;
      2. be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
      3. not be counted in determining whether the meeting is quorate;
      4. not vote on the proposal
    2. In cases covered by sub-clause (5) of this clause, those Trustees who do not stand to receive the proposed benefit must be satisfied that it is in the interests of the club to contract with or employ that Trustee rather than someone who is not a Trustee and they must record the reason for their decision in the minutes. In reaching that decision the Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee's services as a result of dealing with the Trustee's conflict of interest).
    3. The Trustees may only authorise a transaction falling within paragraphs 5(a)-(c) of this clause if the trustee body comprises a majority of Trustees who have not received any such benefit.
    4. If the Trustees fail to follow this procedure, the resolution to confer a benefit upon the Trustee will be void and the Trustee must repay to the club the value of any benefit received by the Trustee from the club.
  7. A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the club and any personal interest (including but not limited to any personal financial interest) and take no part in the voting upon the matter.
  8. In this Clause 4, "Trustee" shall include any person firm or company connected with the Trustee.
5. Dissolution
  1. If the members resolve to dissolve the club the Trustees will remain in office as charity trustees and will be responsible for winding up the affairs of the club in accordance with this clause.
  2. The Trustees must collect in all the assets of the club and must pay or make provision for all liabilities of the club.
  3. The Trustees must apply any remaining property or money:
  4. directly for the Objects;
  5. by transfer to any club(s), charity or charities for purposes the same as or similar to the club;
  6. in such manner as the Charity Commissioners for England and Wales ("the Commission") may approve in writing in advance.
  7. The members may pass a resolution before or at the same time as the resolution to dissolve the club specifying the manner in which the Trustees are to apply the remaining property or assets of the club and the Trustees must comply with the resolution if it is consistent with paragraphs (a)-(c) inclusive in sub-clause (3) above.
  8. In no circumstances shall the net assets of the club be paid to or distributed among the members of the club (except to a member that is itself a charity).
  9. The Trustees must notify the Commission promptly that the club has been dissolved. If the Trustees are obliged to send the club's accounts to the Commission for the accounting period which ended before its dissolution, they must send to the Commission the club's final accounts.
6. Amendments
  1. Any provision in Part 1 of this constitution may be amended provided that:
    1. no amendment may be made that would have the effect of making the club cease to be a charity at law;
    2. no amendment may be made to alter The Objects if the change would not be within the reasonable contemplation of the members of, or donors to the club;
    3. no amendment may be made to clause 4 without the prior written consent of the Commission;
    4. any resolution to amend a provision of Part 1 of this constitution is passed by not less than two-thirds of the members present and voting at a general meeting.
  2. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
  3. A copy of any resolution amending Parts 1 or 2 of this constitution must be sent to the Commission within twenty-one days of it being passed.
7. Membership
  1. Membership is open to individuals over eleven years of age, subject to:
    1. members below sixteen years of age inclusive must be accompanied by a parent or guardian for any fencing activity, including club fencing nights;
    2. discretionary membership may be afforded to children aged nine or ten years, so long as a parent or guardian is an active member of the club;
    3. that the applicant has not previously been expelled from the club, as defined in sub-clauses 8.4 and 8.5 below.
    4. participation in, or completion of, the beginner's course is in no way deemed to be membership or equivalent to membership of the club.
    1. The Club Committee may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the club to refuse the application.
    2. The Club Committee must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
    3. The Club Committee must consider any written representations the applicant may make about the decision. The Committee's decision following any written representation must be notified to the applicant in writing but shall be final.
  3. The Club Committee may recommend to the members present at a general meeting the appointment of an individual or individuals as Honorary Life President(s) of the club. Such appointments shall be reserved for those who have given outstanding service to the club and who, for whatever reason, are unable to render further active service. Anyone appointed as Honorary Life President shall enjoy all the benefits of club membership except the right to vote at general meetings of the club.
  4. Membership is not transferrable to anyone else.
  5. The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request.
  6. While the primary intention of the club is to support amateur fencing, professional fencers shall not be excluded from membership.
8. Termination of Membership
Membership is terminated if:
  1. the member dies;
  2. the member resigns by written notice to the club unless, after the resignation, there would be less than two members;
  3. any sum due from the member to the club is not paid in full within six weeks of it falling due;
  4. the member is removed from membership by a resolution of the Club Committee that it is in the best interests of the club that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
    1. the member has been given at least twenty-one days' notice in writing of the meeting of the Club Committee at which the resolution will be proposed and the reasons why it is to be proposed;
    2. the member or, at the option of the member, the member's representative (who need not be a member of the club) has been allowed to make representations to the meeting;
    3. the resolution to terminate membership is passed by no less than two-thirds of the Club Committee present at the meeting.
  5. Any member expelled under sub-clause (4) above shall have the right to appeal to a General Meeting of the club, providing such an appeal is made in writing to the secretary within fourteen days of receipt of the Club Committee's decision. In the event of an appeal, the secretary must call a Special General Meeting of all members of the club as provided in clause (9) below. An appeal may only be rejected by a two-thirds majority of the members present and voting on the subject.
  6. Upon resignation or termination of membership for any reason, the member shall forfeit all rights to and all claims upon the club, its property and funds and shall not be entitled to any refund of any membership subscription paid.
9. General Meetings
  1. The club must hold a general meeting within twelve months of the date of the adoption of this constitution.
  2. An annual general meeting must be held in each subsequent year and not more than fifteen months may elapse between successive annual general meetings.
  3. All general meetings other than annual general meetings shall be called special general meetings.
  4. The Club Committee may call a special general meeting at any time.
  5. The Club Committee must call a special general meeting if requested to do so in writing by at least five members, or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Club Committee fails to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.
10. Notice
  1. The minimum period of notice required to hold any general meeting of the club is twenty-eight clear days from the date on which the notice is deemed to have been given. This must be confirmed in writing no less than ten clear days before the meeting date.
  2. A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.
  3. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
  4. The notice must be given to all the members and to the Club Committee in writing.
11. Quorum
  1. No business shall be transacted at any general meeting unless a quorum is present.
  2. A quorum is:
    1. eight members entitled to vote upon the business to be conducted at the meeting; or
    2. half of the club members,
    whichever is the greater.
  3. If:
    1. a quorum is not present within half an hour from the time appointed for the meeting; or
    2. during a meeting a quorum ceases to be present,
    the meeting shall be adjourned to such time and place as the Club Committee shall determine.
  4. The Club Committee must reconvene the meeting and must give at least seven clear days' notice of the reconvened meeting stating the date, time and place of the meeting.
  5. If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting.
12. Chair
  1. General meetings shall be chaired by the chair of the Trustees – the Club President.
  2. If the Club President is absent, the meeting shall be chaired by the chairman of the General Committee.
  3. If neither of these people is present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting.
  4. If there is only one Trustee present and willing to act, he or she shall chair the meeting.
  5. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
13. Adjournments
  1. The members present at a meeting may resolve that the meeting shall be adjourned.
  2. The person who is chairing the meeting must decide the date time and place at which meeting is to be reconvened unless those details are specified in the resolution.
  3. No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
  4. If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days' notice shall be given of the reconvened meeting, stating the date time and place of the meeting.
14. Votes
  1. Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
  2. Voting by proxy shall not be permitted.
15. Officers and Trustees
  1. The club and its property shall be managed and administered by a Club Committee comprising the Officers and other members elected in accordance with the constitution.
  2. The Club Committee comprises the following Officers – Club President, Chairman, Club Captain, Vice Captain, Treasurer, Secretary, Armourer – as well as a representative "Ordinary Member" of the club.
  3. Within the Club Committee, the Officers and other members who are responsible for the administration of the club, in accordance with its status as a charitable association, shall be called the trustees of the Charity and in this constitution are called "the Trustees".
  4. Further within the Club Committee, the Officers and other members who are responsible to the sporting activities of the club shall be called the General Committee.
  5. Membership of the General Committee does not in itself define or not define status as a Trustee.
  6. The club shall have the following Officers:
    1. Trustees: Club President, Secretary, Treasurer, Club Captain, Armourer, Ordinary Member
    2. Club Committee: Chairman, Club Captain, Vice Captain, Armourer
  7. A committee member must be a member of the club.
  8. No-one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of clause 18.
  9. The number of Trustees shall not be less than three (Club President, Secretary, Treasurer) but (unless determined by a resolution of the club in general meeting) shall not be subject to any maximum.
  10. The first Trustees and General Committee members shall be those persons elected as Trustees and Officers at the meeting at which this constitution is adopted.
  11. A Trustee may not appoint anyone to act on his or her behalf at a meeting of the Trustees.
16. The Appointment of the Committee
  1. The club in general meeting shall elect the Trustees, Officers and any other members of the committee.
  2. The Trustees may appoint any person who is willing to act as a Trustee. Subject to paragraph 5(b) of this clause, they may also appoint Trustees to act as officers.
  3. Terms of office:
    1. Each of the Trustees shall retire with effect from the conclusion of the annual general meeting three years after his or her appointment but shall be eligible for re-election at that general meeting (3-year term of office).
    2. General Committee members who are not also trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment, but shall be eligible for re-election at that general meeting (1-year term of office).
  4. No-one may be elected a Trustee or an Officer at any annual general meeting unless prior to the meeting the club is given notice that:
    1. is signed by a member entitled to vote at the meeting;
    2. states the member's intention to propose the appointment of the person as a Trustee or as an Officer;
    3. is seconded by another member entitled to vote at the meeting;
    4. is signed by the person who is proposed to show his or her willingness to be appointed.
    1. The appointment of a Trustee, whether by the club in general meeting or by other Trustees, must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees.
    2. The Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.
17. Powers of Trustees
  1. The Trustees must manage the business of the club and they have the following powers in order to further the Objects (but not for any other purpose):
    1. to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
    2. to buy, take on lease or in exchange, hire or otherwise acquire any property or equipment, and to maintain or equip it for use;
    3. to sell, lease or otherwise dispose of all or any part of the property or equipment belonging to the club. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;
    4. To borrow money and to charge the whole or any part of the property or equipment belonging to the club as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act if they intend to mortgage land;
    5. to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
    6. to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
    7. to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the Objects;
    8. to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
    9. to obtain and pay for such goods and services as are necessary for carrying out the work of the club;
    10. to open and operate such bank and other accounts as the Trustees consider necessary and to invest such funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
    11. to do all such other lawful things as are necessary for the achievement of the Objects.
  2. No alteration of this constitution or any special resolution shall have any retrospective effect to invalidate any prior act of the Trustees.
  3. Any meeting of the Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
18. Disqualification and Removal of Trustees and Officers
A Trustee shall cease to hold office if he or she:
  1. is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1933 (or any statutory re-enactment or modification of that provision);
  2. ceases to be a member of the club;
  3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
  4. resigns as a Trustee by notice to the club (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
  5. is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.
Sub-clauses (2), (3) and (5) will also determine the cessation of office for an Officer of the General Committee. An Officer of the General Committee may also resign, as related in sub-clause (4), so long as this would not prevent the Club or General Committee from retaining a quorum.
19. Proceedings of the Club Committee
  1. The Club Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution.
  2. The meetings of the Trustees may or may not be coincident with the meetings of the Club or General Committee.
  3. Any Trustee may call a meeting of the Trustees.
  4. The secretary must call a meeting of the Trustees if requested to do so by a Trustee.
  5. Questions arising at a meeting must be decided by a majority of votes.
  6. Voting rights are limited thus:
    1. Voting rights on issues restricted to the Trustees are limited to the Trustees;
    2. Voting rights on issues restricted to the General Committee are limited to the General Committee;
    3. In the event of any doubt or dispute as to the appropriateness of any specific issue for consideration by the Trustees or General Committee, the decision rests with the Club President. In his or her absence, the decision lies with the Chair of the meeting.
  7. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
  8. No decision may be made at a meeting of the Trustees, Club or General Committee unless a quorum is present at the time the decision is purported to be made.
  9. The quorum shall be two or the number nearest to one third of the total number of Trustees, whichever is the greater or such larger number as may be decided from time to time by the Trustees. This same provision applies to the quorum of the Club and General Committees.
  10. A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.
  11. If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act only for the purpose of filling vacancies or of calling a general meeting.
  12. The person elected as the Club President shall chair meetings of the Trustees. The person elected as Club Chairman shall chair meetings of the Club and General Committees.
  13. If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.
  14. The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the Trustees.
  15. Voting by proxy shall not be permitted.
20. Delegation
  1. The Trustees may delegate any of their powers or functions to a committee of two or more Trustees but the terms of any such delegation must be recorded in the minutes.
  2. The Trustees may impose conditions when delegating, including the conditions that:
    • the relevant powers are to be exercised exclusively by the committee to whom they delegate;
    • no expenditure may be incurred on behalf of the club except in accordance with a budget previously agreed with the Trustees.
  3. The Trustees may revoke or alter a delegation.
  4. All acts and proceedings of any committees must be fully and promptly reported to the Trustees.
21. Irregularities in Proceedings
  1. Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of Trustees, shall be valid, notwithstanding the participation of a Trustee:
    • who was disqualified from holding office;
    • who had previously retired or who had been obliged by the constitution to vacate office;
    • who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise,
    if, without:
    • the vote of that Trustee; and
    • that Trustee being counted in the quorum,
    the decision had been made by a majority of the Trustees at a quorate meeting.
  2. Sub-clause (1) of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if the resolution would otherwise have been void.
  3. No resolution or act of:
    1. the Trustees;
    2. any committee of the Trustees;
    3. the Club or General Committee;
    4. the club in general meeting,
    shall be invalidated by reason of the failure to give notice to any Trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneficiaries of the club.
22. Minutes
The Trustees, Club and General Committees must keep minutes of all:
  1. appointments of Officers and Trustees made by the Trustees;
  2. proceedings at meetings of the club;
  3. meetings of the Trustees and committees of Trustees, Club and General Committees, including:
    • the names of the Trustees and Officers present;
    • the decisions made at the meetings; and
    • where appropriate the reasons for the decisions.
23. Annual Report and Return and Accounts
  1. The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
    1. the keeping of accounting records for the Charity;
    2. the preparation of annual statements of account for the Charity;
    3. the transmission of the statements of account to the Charity;
    4. the preparation of an annual report and its transmission to the Commission;
    5. the preparation of an annual return and its transmission to the Commission.
  2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body.
24. Registered Particulars
The Trustees must notify the Commission promptly of any changes to the club's entry as a Charity on the Central Register of Charities.
25. Property
  1. The Trustees must ensure title to:
    1. all land held by or in trust for the club that is not vested in the Official Custodian of Charities; and
    2. all investments held by or on behalf of the club.
    is vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.
  2. The terms of the appointment of any holding trustees must provide that they may act only in accordance with lawful directions of the Trustees and that if they do so they will not be liable for the acts and defaults of the Trustees or of the members of the Charity.
  3. The Trustees may remove the holding trustees at any time.
26. Notices
  1. Any notice required by this constitution to be given to or by any person must be:
    1. in writing; or
    2. given using electronic communications.
  2. Notice may be given to a member either:
    1. personally; or
    2. by sending it by post or in a prepaid envelope addressed to the member at his or her address; or
    3. by leaving it at the address of the member; or
    4. by giving it using electronic communications to the member's address.
  3. A member who does not register an address with the club or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the club.
  4. A member present in person at any meeting of the club shall be deemed to have received notice of the meeting and of the purposes for which it was called.
    1. Proof that an envelope containing notice was properly addressed, prepaid and posted shall be conclusive evidence that notice was given.
    2. Proof that a notice contained in an electronic communication was properly addressed and sent shall be conclusive evidence that the notice was given.
    3. A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of electronic communication, 48 hours after it was sent.
27. Rules
  1. The Club Committee and/or Trustees may from time to time make rules or bye-laws for the conduct of their business.
  2. The bye-laws may regulate the following matters but are not restricted to them:
    1. the admission of members to the club (including the admission of organizations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
    2. the conduct of members of the club in relation to one another, and to the club's employees and volunteers;
    3. the setting aside of the whole or any part or parts of the club's premises at any particular time or times or for any particular purpose or purposes;
    4. the procedure at general meetings and meetings of the Trustees and/or committees so far as such procedure is not regulated by this constitution;
    5. the keeping and authenticating of records. (If regulations made under this clause permit records of the club to be kept in electronic form and require a Club Committee member to sign the record, the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated).
    6. generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
  3. The club in general meeting, or a quorate meeting of the Club Committee, has the power to alter, add to or repeal the rules or bye-laws.
  4. The Club Captain, Vice Captain, Club President or Armourer may, for specific reasons of safety, make interim adjustments to bye-laws pending alterations as per sub-clause (3) above.
  5. The Club Committee must adopt such means as they thing sufficient to bring the rules and bye-laws to the notice of members of the club.
  6. The rules or bye-laws shall be binding on all members of the club. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
  7. The rules and bye-laws of the club shall be appended as annexes to this constitution, notwithstanding sub-clause (6) above.