Constitution
of
Thornbury Running Club
- Name and Office
1.1 The Club shall be called Thornbury Running Club
1.2 The principal office of the Club shall be situated in England. - Objects
The objects of the Club (Objects) are for the public benefit generally but with particular
reference to the inhabitants of Thornbury and its surrounding areas:
2.1 to promote community participation in healthy recreation by providing (a) facilities for
athletics including running and track and (b) coaching, competition and other services
to support these activities; - Ethos
3.1 The Club is committed to ensuring that equity is incorporated across all aspects of its
operations, activities and development. In doing so, the Club acknowledges and adopts
the following Sport England definition of sports equity:
‘Sports equity is about fairness in sport, equality of access, recognising inequalities and
taking steps to address them. It is about changing the culture and structure of sport to
ensure it becomes equally accessible to everyone in society.’
3.2 The Club respects the rights, dignity and worth of every person and shall treat everyone
equally within the context of their sport, regardless of age, sex, disability, gender
reassignment, race, religion, sexual orientation, pregnancy/maternity, civil
partnership/marriage and wider characteristics (e.g. socio-economic status).
3.3 The Club is committed to everyone having the right to enjoy their sport in an
environment free from threat of intimidation, harassment and abuse.
3.4 All Members have a responsibility to oppose discriminatory behaviour and promote
equality of opportunity.
3.5 The Club will deal with any incidence of discriminatory behaviour seriously according
to the Club’s disciplinary procedures. - Exercise of Powers
In furtherance of the Objects but not otherwise the Club may exercise the following
powers:
4.1 to carry on a sports club;
4.2 to provide sports coaching, training and equipment;
4.3 to participate in and organise leagues, competitions, tournaments and matches and
related activities;
4.4 to provide information, advice and guidance in running and/or athletics, competitions,
coach development and other related activities;
4.5 to publish or distribute information including by means of reports, books, leaflets, films,
videos, websites and any other media;
4.6 to draw, make, accept, endorse, discount, execute and issue promissory notes, bills,
cheques and other instruments and to open and operate bank accounts in the name of
the Club;
4.7 to accept or disclaim gifts of money or any other property;
4.8 to raise funds and to invite and receive contributions;
4.9 to insure the property of the Club against any foreseeable risk and to take out other
insurance policies to protect the Club and the Officers when required including the
provision of indemnity insurance to cover the liability of the Officers and other staff and
volunteers;
4.10 to set aside income for special purposes or as a reserve against future expenditure but
only in accordance with a policy in Writing on reserves determined by the Committee;
and
4.11 to do all such other lawful things as may further or are conducive to the Objects or any
of them. - Club Finances
5.1 A bank account shall be opened and maintained in the name of the Club (Club
Account). Designated account signatories shall be the Chair, the Secretary and the
Treasurer. No sum shall be expended from the Club Account except by cheque signed
by two of the designated signatories or by electronic transfer approved by at least one
of the designated signatories subject to a maximum amount fixed by the Committee.
All monies payable to the Club shall be received by the Treasurer and deposited in the
Club Account as soon as is reasonably practicable. The Club Account shall be
managed in accordance with any finance policy drawn up by the Committee and/or in
accordance with the reasonable instructions of the Committee (acting collectively) from
time to time.
5.2 The Club’s financial year shall end on 31st March each year or such other date as the
Committee may determine from time to time provided that no financial year shall be
shortened to less than nine months or extended to more than fifteen months. - Affiliation
6.1 Subject to these Rules and the general law, the Club shall (as the case may be) become
a member of or affiliate to
6.1.1 England Athletics and any constituent body designated to it by England Athletics
and the Club shall comply with and uphold the rules and regulations of England
Athletics and of any such constituent body for the time being in force.
6.1.2 The Association of Running Clubs
6.1.3 The Ramblers’ Association - Interpretation
7.1 Unless the context requires otherwise, the following terms in these Rules shall have the
following meaning respectively:
AGM has the meaning given in rule 12.1
Committee means the management committee of the Club
from time to time;
Chair means the person from time to time appointed as
chair of the Club in accordance with these Rules;
Club means the club intended to be regulated by these
Rules;
EGM has the meaning given in rule 12.2;
England Athletics means England Athletics Limited (company
number: 05583713) (or its successor body);
General Meeting means a general meeting of the Members (being
either an AGM or an EGM);
Member means a member of the Club (and a member shall
be legally bound by these Rules in accordance with
rule 10);
Objects has the meaning given in rule 2;
Officers means the members of the Committee;
Secretary means the person from time to time appointed as
secretary of the Club in accordance with these
Rules;
Treasurer means the person from time to time appointed as
treasurer of the Club in accordance with these
Rules;
UKA means UK Athletics Limited (company number
03686940) (or its successor body);
Writing and written includes email. - Club Membership
8.1 The Members from time to time shall be those persons listed in the Club’s register of
members which shall be maintained by the Secretary.
8.2 The Committee may make bye laws under rule 27 below establishing classes of
membership with different rights and obligations and shall record such rights and
obligations in the Club’s register of members.
8.3 The minimum age for membership is 18 years at the time of application. - Admission to Membership
9.1 Any person who wishes to be a Member must apply in such form as is determined by
the Committee from time to time and deliver it to the Chair or the Secretary.
9.2 Membership of the Club is open to all without discrimination and may only be refused
where admission to membership would be contrary to the best interests of sport or the
good conduct and interests of the Club. No adult shall be denied membership of the
Club on the grounds of race (including ethnicity and nationality), age, disability, gender,
gender reassignment, sex, occupation, sexual orientation, religion, political or other
beliefs, pregnancy (save that the Club reserves the right to consider the health and
safety of the pregnant woman in deciding whether to admit her as a member) or
maternity. A person may appeal against any denial of membership in accordance with
rule 29 below.
9.3 The Committee or the Members may from time to time fix the levels of admission fees
and annual subscriptions to be paid by different categories of Members provided that
the Committee or the Members (as the case may be) shall use its best endeavours to
ensure that any such fees or subscriptions do not preclude open membership of the
Club.
9.4 Membership is not transferable to anyone else. - Conditions of Membership
10.1 These Rules, including any bye laws made under rule 27 below, shall form a binding
agreement between each Member and Members shall comply with these Rules and
bye laws.
10.2 The Members shall pay any admission fees and annual subscriptions set by the
Committee under rule 9.3 above.
10.3 Subject to these Rules and the general law, the Members shall so exercise their rights,
powers and duties and shall where appropriate use their best endeavours to ensure
that others conduct themselves so that the business and affairs of the Club are carried
out in furtherance of the Objects and in accordance with the rules and regulations of
England Athletics and UKA for the time being in force. - Cessation of Membership
11.1 Membership of the Club shall terminate if:
11.1.1 the Member dies;
11.1.2 the Member, being an individual, is convicted of a criminal offence which involves
dishonesty or any other offence, relating to safeguarding, drugs and any crime
involving violence (including any convictions relating to children) at the
committees discretion
11.1.3 the Member resigns by notice in writing to the Club by giving at least seven days’
notice in writing to the Club provided that upon such resignation the number of
Members is not less than one.
11.1.4 the Member is in arrears to the Club and his or her subscriptions or any other
payments are at least three months overdue;
11.1.5 the Member is removed from membership by a resolution of the Committee as
a result of application of the Club’s (or England Athletics) disciplinary policy.
11.2 The Committee may exclude the Member from the Club’s premises until the meeting
has considered this matter (save that they shall be entitled to attend the meeting in
question for the purpose of making representations to the meeting). A person may
appeal against a decision to remove them from membership in accordance with rule 29
below.
11.3 Any person ceasing to be a Member forfeits all rights in relation to and claims upon the
Club, its property and its funds and has no right to the return of any part of their
subscription fee. Without prejudice to the foregoing, the Committee may refund an
appropriate part of a resigning Member’s subscription fee if it considers it appropriate
in all the circumstances.
11.4 In the event of a Member’s resignation or expulsion, their name shall be removed from
the Club’s register of members. - General Meetings
12.1 The Committee shall call an Annual General Meeting (AGM) each year and no more
than fifteen months shall pass between one AGM and the next following one. The
business of an AGM shall include:
12.1.1 the receipt of a report of the activities of the Club over the previous year;
12.1.2 the receipt of a report of the Club’s finances over the previous year;
12.1.3 the election and retirement of Officers; and
12.1.4 any other business.
12.2 All General Meetings other than the AGM shall be called Extraordinary General
Meetings (EGMs).
12.3 An EGM may be called at any time by the Committee at that time and shall also be
called within fourteen days of the receipt by the Secretary of a requisition in Writing,
signed by not less than ten per cent of Members stating the purposes for which the
EGM is required and the resolutions proposed. Business at an EGM may be any
business that may be transacted at an AGM. - Notice of General Meetings
13.1 An AGM or EGM shall be called on at least twenty one clear days before the meeting
save that 90% of all the Members may agree to shorter notice.
13.2 The notice shall specify the date, time and place of the meeting and the general nature
of the business to be transacted and, in the case of an AGM, shall specify the meeting
as such.
13.3 The Secretary shall send to each Member at their last known address written notice of
the date of a General Meeting (whether an AGM or an EGM) together with the
resolutions to be proposed.
13.4 The accidental omission to give notice of a General Meeting to or the non-receipt of
notice of a General Meeting by any person entitled to receive notice shall not invalidate
the proceedings at that meeting - Proceedings at General Meetings
14.1 No business shall be transacted at any General Meeting unless a quorum is present.
The quorum for an AGM or EGM shall be the greater of two Members or 10% of the
total number of Members.
14.2 If a quorum is not present within half an hour from the time appointed for the meeting
or if during a meeting a quorum ceases to be present, the meeting shall stand adjourned
to the same day in the next week at the same time and place as the Committee may
determine.
14.3 If the number of Members present at the adjourned meeting in insufficient to constitute
a quorum in accordance with rule 14.1 above, the Members present shall constitute a
quorum.
14.4 The Chair, or in his or her absence any other Officer, shall preside as the chair of the
meeting. Each Member present shall have one vote but in the event of an equality of
votes the chair of the meeting shall have a casting vote.
14.5 The Secretary, or in his or her absence any other Officer, shall enter the minutes into
the Club’s minute book.
14.6 The Committee may make whatever arrangements they consider appropriate to enable
Members attending a General Meeting to exercise their rights to speak or vote whether
attending directly or by telephone communication or by video conference, an internet
video facility or similar electronic method allowing visual and/or audio participation. - Powers of the Committee
15.1 The Committee shall be responsible for the management of all the affairs of the Club
and may exercise all the powers of the Club.
15.2 No alteration of these Rules and no such direction by the Members shall invalidate any
prior act of the Committee which would have been valid if that alteration had not been
made or that direction had not been given.
15.3 The Committee shall have the power to decide all questions and disputes arising in
respect of any issue concerning the Rules.
15.4 The Committee may, while retaining responsibility pursuant to rule 15.1, delegate to
any person, company or sub-committee any of its powers or functions, the
implementation of any of its decisions or the day-to-day management of the affairs of
the Club by such means, to such an extent, in relation to such matters or areas and on
such terms as they may determine in accordance with these Rules.
15.5 Subject to these Rules and the general law, the Committee shall so exercise its rights,
powers and duties and shall where appropriate use its best endeavours to ensure that
others conduct themselves so that the business and affairs of the Club are carried out
in furtherance of the Objects and in accordance with the rules and regulations of
England Athletics and UKA for the time being in force. - The Committee
16.1 The Committee shall consist of a minimum of four Officers, including the following
Officers:
16.1.1 Club Chair;
16.1.2 Club Treasurer;
16.1.3 Club Secretary;
16.1.4 Club Vice Chair;
16.1.5 any other Officers elected at a General Meeting.
16.2 Officers shall be elected by the Members at an AGM. Nominations for election of
Members as Officers shall be made:
16.2.1 by the Committee; or
16.2.2 in Writing by the proposer and seconder, both of whom must be existing
Members, to the Secretary not less than fourteen days before the meeting.
16.3 Each Officer shall hold office from the date of election until the conclusion of the next
AGM. A retiring Officer may be re-elected at the AGM.
16.4 Any vacancy on the Committee which arises between one AGM and the next may be
filled by a Member proposed by one Officer, seconded by another Officer and approved
by the Committee.
16.5 An Officer may not appoint an alternate or substitute to act on their behalf at any
Committee meeting.
16.6 At least three members of the clubs committee should be unrelated or not co habiting. - Calling a Committee Meeting
17.1 The Committee shall hold not less than six meetings each year.
17.2 A meeting of the Committee shall be called on not less than seven days’ notice to all
Officers unless the Chair determines that urgent circumstances necessitate shorter
notice.
17.3 Notice of a Committee meeting shall be given to each Officer save that it shall not be
necessary to give notice of a meeting to an Officer who is absent from the United
Kingdom. - Proceedings of a Committee Meeting
18.1 Subject to the provisions of these Rules, the Committee may regulate its proceedings
as it thinks fit.
18.2 Meetings of the Committee shall be chaired by the Chair or in their absence the Vice
Chair, or in their absence the Treasurer. The chair of the meeting shall (subject to rule
19 below) have a casting vote in the event of a tie.
18.3 The quorum for the transaction of business of the Committee shall be shall be the
greater of three Officers or half of all of the Officers (rounded up).
18.4 Decisions of the Committee shall be made by a simple majority of those Officers
attending the Committee meeting.
18.5 Decisions of the Committee of meetings shall be entered into the Club’s minute book.
18.6 A resolution in Writing signed by all the Officers (or members of a sub-committee)
entitled to vote on the matter shall be as valid and effective as if it had been passed at
a meeting of Officers or (as the case may be) a sub-committee duly convened and held.
Such a resolution may consist of several documents in the same form each signed by
one or more of the Officers (or members of the sub-committee). - Conflicts of Interest
19.1 Each Officer shall declare the nature and extent of any direct or indirect interest in a
transaction or arrangement with the Club or a third party which conflicts or may possibly
conflict with his or her duties to the Club.
19.2 If the non-conflicted Officers deem there to be a material conflict, the conflicted Officer
should withdraw from that part of the meeting and shall not vote.
19.3 If there is deemed not to be a material conflict by the non-conflicted Officers, the Officer
that declared the conflict shall be allowed to re-join the meeting, take part and vote as
applicable. - Disqualification from Office
20.1 A person shall cease to hold office as an Officer if:
20.1.1 they are disqualified from holding office as a company director;
20.1.2 they are subject to a decision of England Athletics or UKA that such person be
suspended or disqualified from holding office or from taking part in any activity
relating to the administration or management of a club;
20.1.3 the Committee reasonably believes that they have become incapable by reason
of illness or injury of managing and administering their own affairs and it decides
to remove their from office;
20.1.4 they resign from their office by notice to the Club (but only if at least the minimum
number specified in rule 16.1 above will remain in office when the notice of
resignation is to take effect);
20.1.5 they are absent without the permission of the Committee from all its meetings
held within a period of six months without good reason and the Committee
decide that their office be vacated;
20.1.6 a bankruptcy order or an order is made against him or her in individual insolvency
proceedings in a jurisdiction other than England and Wales which has an effect
similar to that of bankruptcy;
20.1.7 they makes a composition with their creditors generally in satisfaction of their
debts;
20.1.8 they are removed from office by the Committee on the grounds that they is in
material or persistent breach of the Club’s code of conduct as amended from
time to time. A decision to remove an Officer from office under this rule 20.1.8.2
may only be passed if:
20.1.8.1 the Officer has been given at least twenty one clear days’ notice in
Writing of the Committee meeting at which the decision will be made
and the reasons why it is to be proposed; and
20.1.8.2 the Officer or, at the option of the Officer, the Officer’s representative
(who need not be an Officer) has been allowed to make
representations to the meeting; or
20.1.9 he or she ceases to be a Member for any reason whatsoever.
20.2 The provisions of rule 20.1 above shall also apply to sub-committees and any member
of a sub-committee who is not an Officer. - Club Teams
21.1 At its first meeting following each AGM the Committee shall appoint one or more
Members to be responsible for each of the Club’s various teams.
21.2 The appointed Members shall be responsible for managing the affairs of the team. The
appointed Members shall present to the Committee at its last meeting prior to an AGM
a written report of the activities of the team.
21.3 For all events in which a Club Team (or Teams) is entered, members of the team(s)
must wear Club colours wherever possible (sky blue top with red band and black
shorts). For all other permitted events (i.e. those run under UKA Rules), members are
requested to wear Club colours wherever possible. - Irregularities
The proceedings at any meeting or on the taking of any poll or the passing of a written
resolution or the making of any decision shall not be invalidated by reason of any accidental
informality or irregularity (including any accidental omission to give or any non-receipt of
notice) or any want of qualification in any of the persons present or voting or by reason of any
business being considered which is not specified in the notice. - Minutes
The Committee shall cause minutes to be made in books kept for the purpose:
23.1 of all appointments of Officers made by the Members or the Committee;
23.2 of all resolutions of the Members and of the Committee (including decisions of the
Committee made outside a meeting); and
23.3 of all proceedings and reports of meetings of the Club and of the Committee, and of
sub-committees, including the names of those present at each such meeting.