CONSTITUTION OF FAILAND & PORTBURY CRICKET CLUB (FOUNDED 1894)
1. Adoption of the Constitution
The association and its property shall be administered and managed in accordance with the provisions in Parts 1, 2 and 3 of this Constitution.
2. The Name
The association's name is Failand & Portbury Cricket Club (and in this document it is called the Charity).
3. The Objects
The Charity's objects (the Objects) are:
The promotion of community participation in healthy recreation, in particular by the provision of facilities for the playing of cricket and other amateur sports deemed charitable under English law.
4. Application of the Income and Property
(1) The income and property of the Charity 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 Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
(3) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent:
(a) a member who is not also a Trustee from receiving reasonable and proper remuneration for any goods or services supplied to the Charity;
(b) a Trustee from:
(i) buying goods or services from the Charity upon the same terms as other members or members of the public;
(ii) receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of sub-clause (6) of this clause, or as a member of the Charity and upon the same terms as other members;
(c) 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 Charity but excluding:
(ii) 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;
(iii) liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Charity or in respect of which the person concerned did not care whether that conduct was in the best interests of the Charity or not.
(4) No Trustee may be paid or receive any other benefit for being a Trustee.
(5) A Trustee may:
(a) sell goods, services or any interest in land to the Charity;
(b) be employed by or receive any remuneration from the Charity;
(c) receive any other financial benefit from the Charity,
(d) he or she is not prevented from so doing by sub-clause (4) of this clause; and
(e) the benefit is permitted by sub-clause (3) of this clause; or
(f) the benefit is authorised by the Trustees in accordance with the conditions in sub-clause (6) of this clause.
(6) (a) If it is proposed that a Trustee should receive a benefit from the Charity that is not already permitted under sub-clause (3) of this clause, he or she must:
(i) declare his or her interest in the proposal;
(ii) be absent from that part of any meeting at which the proposal is discussed and take no part in any discussion of it;
(iii) not be counted in determining whether the meeting is quorate;
(iv) not vote on the proposal.
(b) 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 Charity to contract with or employ that Trustee rather than with 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).
(c) 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.
(d) 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 Charity the value of any benefit received by the Trustee from the Charity.
(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 Charity 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.
(1) If the members resolve to dissolve the Charity the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of the Charity in accordance with this clause.
(2) The Trustees must collect in all the assets of the Charity and must pay or make provision for all the liabilities of the Charity.
(3) The Trustees must apply any remaining property or money:
(a) directly for the Objects;
(b) by transfer to any Charity or charities for purposes the same as or similar to the Charity;
(c) in such other manner as the Charity Commission for England and Wales (the Commission) may approve in writing in advance.
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (a)-(c) inclusive in sub-clause (3) above.
(5) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a Charity).
(6) The Trustees must notify the Commission promptly that the Charity has been dissolved. If the Trustees are obliged to send the Charity's accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Charity's final accounts.
(1) The Charity may amend any provision contained in Part 1 of this Constitution provided that:
(a) no amendment may be made that would have the effect of making the Charity cease to be a Charity at law;
(b) 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 Charity;
(c) no amendment may be made to clause 4 without the prior written consent of the Commission;
(d) 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 or Part 3 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 this constitution shall be sent to the Commission within twenty one days of its being passed.
(1) Membership is open to individuals or organisations who are approved by the Trustees.
(a) The Trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the Charity to refuse the application.
(b) The Trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
(c) The Trustees must consider any written representations the applicant may make about the decision. The Trustees' decision following any written representations must be notified to the applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The Trustees must keep a register of names and addresses of the members which must be made available to any member upon request.
8. Termination of Membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the Charity unless, after the resignation, there would be fewer than two members;
(3) any sum due from the member to the Charity is not paid in full within six months of it falling due;
(4) the member is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership be terminated. A resolution to remove a member from membership may only be passed if:
(a) the member has been given at least twenty one days' notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed;
(b) the member or, at the option of the member, the member's representative (who need not be a member of the Charity) has been allowed to make representations to the meeting.
9. General meetings
(1) The Charity 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 Trustees may call a special general meeting at any time.
(5) The Trustees must call a special general meeting if requested to do so in writing by at least ten 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 Trustees fail 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.
(1) The minimum period of notice required to hold any general meeting of the Charity is fourteen clear days from the date on which the notice is deemed to have been given.
(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 Trustees.
(1) No business shall be transacted at any general meeting unless a quorum is present in person or by proxy delivered in such form as may have been prescribed by the Secretary or other person who convened the general meeting not later than twenty four hours prior to the start of the meeting.
(2) A quorum is:
(a) 6 members entitled to vote upon the business to be conducted at the meeting; or
(b) one tenth of the total membership at the time,
whichever is the greater.
(3) The authorised representative of a member organisation shall be counted in the quorum.
(a) a quorum is not present within half an hour from the time appointed for the meeting; or
(b) during a meeting a quorum ceases to be present,
the meeting shall be adjourned to such time and place as the Trustees shall determine.
(5) The Trustees must re-convene the meeting and must give at least seven clear days' notice of the re-convened meeting stating the date time and place of the meeting.
(6) If no quorum is present at the re-convened 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.
(1) General meetings shall be chaired by the person who has been elected as Chair.
(2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting.
(3) If there is only one Trustee present and willing to act, he or she shall chair the meeting.
(4) 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.
(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 re-convened 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 re-convened meeting stating the date time and place of the meeting.
(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) A resolution in writing signed by each member (or in the case of a member that is an organisation, by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members.
(3) A member may appoint a proxy to attend any general meeting in his or her stead and to cast his or her vote by completing and returning to the Secretary a written proxy appointment in such form as may have been prescribed by the Secretary or other person who convened the general meeting not later than twenty-four hours prior to the start of the meeting.
15. Representatives of Other Bodies
(1) Any organisation that is a member of the Charity may nominate any person to act as its representative at any meeting of the Charity.
(2) The organisation must give written notice to the Charity of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Charity. The nominee may continue to represent the organisation until written notice to the contrary is received by the Charity.
(3) Any notice given to the Charity will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The Charity shall not be required to consider whether the nominee has been properly appointed by the organisation.
16. Officers and Trustees
(1) The Charity and its property shall be managed and administered by a Management Committee comprising the Officers elected in accordance with this Constitution. The Officers shall be the Trustees of the Charity and in this Constitution are together called the Trustees.
(2) The Charity shall have the following Offices: Chair, Secretary, Treasurer, Community Officer, 1st XI Captain, 2nd XI Captain, 3rd XI Captain, Sunday XI Captain, Chair of Selectors, Ground Officer, Fixture Secretary and two other members elected to the Management Committee by members in general meeting which shall be termed the Offices of First Additional Member and Second Additional Member. A person filling an Office shall be termed an Officer and may fill more than one Office simultaneously. Not all Offices need be filled at any one time, save that the Offices of Chair, Secretary, Treasurer and Ground Officer shall always be filled.
(3) A Trustee must be a member of the Charity aged over 18 or the nominated representative of an organisation that is a member of the Charity.
(4) No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 19.
(5) The number of Trustees shall be not less than three but (unless otherwise determined by a resolution of the Charity in general meeting) shall not be subject to any maximum.
(6) The Trustees at the date of adoption of this Constitution (being the Officers) shall be those persons already filling existing Offices who were elected as Officers at the annual general meeting prior to the general meeting at which this Constitution is adopted.
(7) A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees.
17. The Appointment of Trustees
(1) The Charity in general meeting shall elect the Trustees.
(2) The Trustees may appoint any person who is willing to act as a Trustee. Subject to sub-clause 5(b) of this clause, they may also appoint Trustees to act as Officers.
(3) Each of the 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 annual general meeting.
(4) No-one may be elected a Trustee or an Officer at any annual general meeting unless prior to the meeting the Secretary is given a written (which may be by email) notice that:
(a) is sent by a member entitled to vote at the meeting;
(b) states the member's intention to propose the appointment of a person as a Trustee;
(c) is accepted in writing (which may be by email) by the person who is to be proposed to show his or her willingness to be appointed.
(5) (a) The appointment of a Trustee, whether by the Charity in general meeting or by the 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.
(b) 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.
18. Powers of Trustees
(1) The Trustees must manage the business of the Charity and have the following powers in order to further the Objects (but not for any other purpose):
(a) to raise funds; in doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any land or other property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity; in exercising this power, the Trustees must comply as appropriate with Sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;
(d) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with Sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if they intend to mortgage land;
(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the Objects;
(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;
(j) to open and operate such bank and other accounts as the Trustees consider necessary and to invest 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;
(k) 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 retrospective effect to invalidate any prior act of the Trustees.
(3) Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees.
19. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
(1) is disqualified for acting as a Trustee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(2) ceases to be a member of the Charity;
(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 Charity (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.
20. Proceedings of Trustees
(1) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this Constitution.
(2) In this Constitution the expression 'meeting' where referring to a meeting of the Trustees shall include, except where inconsistent with any legal obligation: a physical meeting; a video conference, an internet video facility or similar electronic method allowing simultaneous visual and audio participation; and telephone conferencing.
(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) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(7) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.
(8) 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.
(9) 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.
(10) 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.
(11) The person elected as the Chair shall chair meetings of the Trustees.
(12) lf 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.
(13) 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.
(14) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a committee of Trustees duly convened and held.
(15) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees.
(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 minute book.
(2) The Trustees may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the Charity 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 committee must be fully and promptly reported to the Trustees.
22. 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 in any vote of a Trustee:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by the Constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
(d) the vote of that Trustee; and
(e) that Trustee being counted in the quorum,
the decision has 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
(a) the Trustees
(b) any committee of the Trustees
(c) the Charity 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 Charity.
The Trustees must keep minutes of all:
(1) appointments of Officers and Trustees made by the Trustees;
(2) proceedings at meetings of the Charity;
(3) meetings of the Trustees and committees of Trustees including: the names of the Trustees present at the meeting; the decisions made at the meetings; and where appropriate the reasons for the decisions.
24. Annual Report and Return and Accounts
(1) The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
(a) the keeping of accounting records for the Charity;
(b) the preparation of annual statements of account for the Charity;
(c) the transmission of the statements of account to the Commission;
(d) the preparation of an Annual Report and its transmission to the Commission;
(e) 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.
25. Registered particulars
The Trustees must notify the Commission promptly of any changes to the Charity's entry on the Central Register of Charities.
(1) The Trustees must ensure the title to:
(a) all land held by or in trust for the Charity that is not vested in the Official Custodian of Charities; and
(b) all investments held by or on behalf of the Charity,
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.
27. Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer's liability.
(1) Any notice required by this Constitution to be given to or by any person must be:
(a) in writing; or
(b) given using electronic means of communication.
(2) The Charity may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communication to the member's address.
(3) A member who does not register an address (whether postal or electronic address) with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.
(4) A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.
(a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent and no bounceback or other indication of non-receipt was received shall be conclusive evidence that the notice was given.
(c) A notice shall be deemed to be given forty-eight hours after the envelope containing it was posted or, in the case of an electronic communication, forty-eight hours after it was sent.
(1) The Trustees may from time to time make rules or bye-laws for the conduct of their business.
(2) The rules or bye-laws may regulate the following matters but are not restricted to them:
(a) the admission of members of the Charity (including the admission of organisations 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;
(b) the conduct of members of the Charity in relation to one another, and to the Charity's employees and volunteers;
(c) the setting aside of the whole or any part or parts of the Charity's premises at any particular time or times or for any particular purpose or purposes;
(d) the procedure at general meeting and meetings of the Trustees in so far as such procedure is not regulated by this Constitution;
(e) the keeping and authenticating of records; (if regulations made under this clause permit records of the Charity to be kept in electronic form and require a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated);
(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
(3) The Charity in general meeting has the power to alter, add to or repeal the rules or bye-laws.
(4) The Trustees must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members of the Charity.
(5) The rules or bye-laws shall be binding on all members of the Charity. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this Constitution.
(6) The rules prescribed in Part 3 of this Constitution shall govern the conduct of the Charity and its members.
In this Part 3 the term Club shall mean the Charity.
31. Colours, emblem, motto and affiliation
The colours of the Club shall be maroon, green and white and its emblem shall be a PEACOCK. The Club motto shall be VIS PAVONIS. The Club shall be affiliated to the England & Wales Cricket Board through the Somerset County Cricket Board.
32. Conduct and sanctions
The Management Committee has full power in case of complaint made to it of inappropriate conduct on or off the field of play to impose disciplinary sanctions on members or players such as suspension or expulsion from the Club and any period of suspension shall be at the absolute discretion of the Management Committee whose decision shall be final, provided that the member or player concerned has been notified in writing of the complaint and possible circumstances and that he or she has been invited in writing (which includes by email) on notice reasonable in all the circumstances to attend the Management Committee meeting convened to consider the complaint, in order to listen and question evidence, call evidence and address the Management Committee on all points raised.
33. Operational Sub-Committee
(1) The normal day to day running of the Club may at the discretion of the Management Committee be effected, subject to the overall direction of the Management Committee, through an Operational Sub-Committee which may be wound up or directed by the Management Committee at any time.
(2) The Operational Sub-Committee shall have the following members who shall be elected by the Club members in general meeting: each member of the Management Committee, Vice-Captains of the 1st XI, 2nd XI and 3rd XI, Chair of Social Matters, Welfare Officer, Pavilion Officer, Youth Organiser, Kit Officer and two other members. A person may fill more than one position simultaneously. Not all positions need be filled at any one time.
(3) The budget of the Operational Sub-Committee shall be determined by the Management Committee.
(4) The Operational Sub-Committee may delegate any of its functions to a sub-committee or form one such for the purpose but must specify the scope of that delegated activity and powers, the extent to which it can commit the funds of the Club, its membership and, its duty to report back to the Operational Sub-Committee.
(5) The Operational Sub-Committee may wind up any sub-committee at any time or change its mandate or operating terms.
34. Selection Sub-Committee
(1) The Selection Sub-Committee shall be a sub-committee of the Management Committee and shall consist of the Captains of the 1st XI, 2nd XI, 3rd XI and Sunday XI together with two other senior playing members to be elected by the members in general meeting, with one of these six so elected as the Chair of this sub-committee.
(2) In the event of a Captain being unavailable for a selection meeting, he or she shall arrange for the Vice-Captain or if unavailable a senior player in the XI concerned to attend instead.
(3) It shall be the responsibility of all the members of the Selection Sub-Committee to attend selection meetings and to participate in the selection of each team.
(4) Whilst having regard to whether or not a player’s subscription or other accrued owings have been paid and to the observance by a player of Rule 40, the Selection Sub-Committee shall select competitive 1st XI teams on merit but shall select all other teams so as to ensure the regular participation in healthy recreation of all playing members and prospective new playing members.
35. Social Sub-Committee
(1) The Social Sub-Committee shall be a sub-committee of the Operational Sub-Committee and shall consist of the Chair of Social Matters elected by the members in general meeting together with up to three other members who shall have agreed to serve on this sub-committee.
(2) The purpose of this sub-committee shall be to organise social functions, activities and events for members and non-members from the wider community with the aims of raising funds for the use of the Charity in pursuit of its objects and of promulgating to members and to the wider community the importance of active participation by people of all ages in cricket and other amateur sports deemed charitable under English law.
36. Proceedings of sub-committees
(1) There shall be a quorum of not fewer than 4 persons present in person or by proxy at any Operational Sub-Committee meeting.
(2) At least two Trustees shall serve on each sub-committee.
(3) The Operational Sub-Committee shall be empowered to co-opt members to itself, to the Social Sub-Committee or to other sub-committees at its discretion.
(4) A Sub-Committee may decide its own way of operating. Unless it otherwise decides the following rules shall apply:
(a) Decisions shall be by simple majority of those voting.
(b) A resolution in writing signed or accepted in writing by every Sub-Committee member shall be valid without a meeting.
(c) A meeting may be face to face, by telephone, by email or equivalent communication method.
(5) Whenever a Sub-Committee member has a personal interest or may derive a direct or indirect personal benefit in relation to a matter to be discussed he or she shall declare it, withdraw from that part of the meeting (unless asked to brief the Sub-Committee or to stay), not be counted in the quorum for that agenda item, withdraw during the vote and have no vote on the matter concerned.
37. Subscriptions and match fees
(1) Annual subscription rates for members and match fees shall be determined at the annual general meeting prior to each season. Such may be of different classes on a fair and non-discriminatory basis. Subscriptions and match fees shall be set so far as is considered financially viable for the Club at levels considered unlikely to constitute a significant obstacle to, and an encouragement to, wide participation in the community in healthy recreational sport in particular cricket.
(2) The Treasurer shall have the discretion to provide for circumstances where credible evidence is provided that a member’s personal financial circumstances are such that the application to him or her at the standard rate of subscription or of match fees would be exclusionary.
(3) Annual subscriptions shall be payable by the start of the fourth game played and save in special circumstances players in default (whether or not in previous years they have been members) shall not be selected for a fifth game until their subscription and all other accrued owings of theirs shall have been paid. A subscription shall not be payable by a prospective new member or casual player until the start of the fourth game played that year.
(4) No player shall be paid to play nor shall any be excused from payment of match fees or subscription on grounds of playing strength.
(1) There shall be 6 classes of membership of the Club being: President, Vice-President, Life Member, Senior Full Member, Spectator Member and Honorary Member. A list of members of each category shall be maintained by the Treasurer or other Officer.
(2) A member may introduce visitors and spectators to attendance at the Club and its facilities but shall be responsible for the behaviour of those visitors and shall co-operate in their removal on grounds of inappropriate conduct if asked to do so by any Officer also present or to whom the matter has been reported.
(3) Umpires, visiting cricket players and their officials and spectators shall be treated as members and given the use of the facilities of the Club for the day of their visit.
39. Annual General meetings
At the annual general meeting the following business shall be conducted:
(1) presentation and passing of the accounts for the previous financial year ended on 30th September prior to the meeting which accounts shall first have been audited or independently examined by the Club's auditor(s) or independent examiner(s) and which thereafter shall be open for inspection by any member on reasonable prior written notice;
(2) retirement of Officers;
(3) election of Chairman, Secretary, Treasurer;
(4) election of Captains and Vice-Captains such election by playing members only;
(5) election of remaining Officers;
(6) election of remaining Operational Sub-Committee members;
(7) election of other non-Committee posts including President;
(8) authority to the Management Committee to appoint or reappoint auditor(s) or independent examiner(s);
The procedure for the above elections shall be that each nomination shall require a proposer and seconder and that election and each resolution proposed shall be carried by a majority vote of those present in person or by proxy.
(9) the voting of Player of the Year award – such voting being by playing members only;
(10) the voting of Clubman of the Year award – such voting being by all members;
(11) such other business as shall have been notified to the Secretary and included in the notice of meeting sent by him (her) to members or otherwise as shall be accepted by the Chair of the meeting.
40. Behaviour and attendance
(1) The Club is an amateur sports club with charitable objects for public benefit in which persons of all ages and backgrounds may participate actively and spectate, and it is expected that the behaviour of members and representatives of this cricket club with a very long tradition shall off the field be courteous, supportive and moderate, and that behaviour and turnout on the field shall be:
(a) subject to the Captain's leadership; and
(b) in the best interests of cricket as a sporting game.
(2) Players are expected to arrive at the ground for afternoon matches at least 30 minutes prior to start of play.
41. Governing law
This Constitution and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England.
Adopted by resolution of the members of Failand & Portbury Cricket Club at an extraordinary general meeting held at The Pavilion, Horse Race Lane, Lower Failand, North Somerset BS8 3TY on 21st February 2011.