Interpretation 1.1 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 Chair means the management committee of the Club from time to time; 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 3; 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.
Name and Office 2.1 The Club shall be called Notts Women Runners. 2.2 The principal office of the Club shall be situated in England.
Objects The objects of the Club (Objects) are for the public benefit of women generally but with particular reference to the inhabitants of Nottinghamshire: 3.1 To offer coaching/competitive opportunities and to promote participation in the wider community within the sport of road and cross country running for women. 3.2 To promote and uphold the reputation within the local community of both the club and England Athletics. 3.3 To support and develop women, including members who wish to be known as female or identify as a women, runners at all levels. 3.4 To ensure a duty of care to all members of the club. 3.5 To provide all services in a way that is fair to everyone. 3.6 to promote community participation in healthy recreation by providing (a) opportunities to participate in activities including running and track & field and such other related sports capable of improving fitness and health and (b) coaching, competition and other services to support these activities; 3.7 to facilitate sport, recreation and other leisure time occupation of such persons who have need for such activities by reason of their youth, age, infirmity or disability, poverty or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving their conditions of life.
Ethos 4.1 The Club is a single-sex club 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.’ 4.2 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, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status. 4.3 The Club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse. 4.4 All Members have a responsibility to oppose discriminatory behaviour and promote equality of opportunity. 4.5 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: 5.1 to carry on a sports club; 5.2 to provide sports coaching, training and equipment; 5.3 to participate in and organise leagues, competitions, tournaments and matches and related activities; 5.4 to provide information, advice and guidance in running and/or athletics, competitions, coach development and other related activities; 5.5 to publish or distribute information including by means of reports, books, leaflets, films, videos, websites and any other media; 5.6 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; 5.7 to accept or disclaim gifts of money or any other property; 5.8 to seek funding and to invite and receive contributions; 5.9 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; 5.10 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 5.11 to do all such other lawful things as may further or are conducive to the Objects or any of them.
Club Finances and Property 6.1 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 (if any) 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. 6.2 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 Subject to these Rules and the general law, the Club shall (as the case may be) become a member of or affiliate to 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. 8. 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 establish classes of membership with different rights and obligations and shall record such rights and obligations in the Club’s register of members. Membership categories shall be managed in accordance with any membership policy drawn up by the Committee and/or in accordance with the reasonable instructions of the Committee (acting collectively) from time to time. 8.3
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 Membership Secretary. 9.2 Membership of the Club is open to all women 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 person shall be denied membership of the Club on the grounds of race, ethnic origin, colour, age, disability, occupation, sexual orientation, religion, political or other beliefs. A person may appeal against any denial of membership in accordance with rule 27 below. 9.3 The Commttee 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 26 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); 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 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 events until the meeting has considered this matter (save that she 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 him or her from membership in accordance with rule 27 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 her 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, her 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 five 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 email 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 twenty Members or 25% of the total number of Members. 14.2 The written notice of a General Meeting, shall invite Members to attend and shall inform Members that if they are unable to attend but wish to vote, that they may do so by email in advance of a deadline stated by the notice prior to the General Meeting. The notice will also stipulate that Members who neither attend the General Meeting, nor vote by email in advance of the deadline in opposition to the business at that meeting, shall be deemed to have voted in favour of the resolutions proposed. 14.3 Members voting in accordance with rule 14.2 above shall be included in the quorum. 14.4 The Chair, or in 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 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 five Officers, including the following Officers: 16.1.1 Club Chair; 16.1.2 Club Treasurer; 16.1.3 Club Secretary; 16.1.4 Club Welfare Officer; 16.1.5 Any other Officers elected at a General Meeting,.
Calling a Committee Meeting 17.1 The Committee shall hold not less than four 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 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 five. 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 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 Chair or Vice Chair, Treasurer or Vice Treasurer if: 20.1.1 she is disqualified from holding office as a company director; 20.1.2 a bankruptcy order or an order is made against her in individual insolvency proceedings in a jurisdiction other than England and Wales which has an effect similar to that of bankruptcy; 20.1.3 she makes a composition with her creditors generally in satisfaction of her debts; 20.2 A person shall cease to hold office as an Officer if: 20.2.1 she is 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; 20.2.2 the Committee reasonably believes that she has become incapable by reason of illness or injury of managing and administering her own affairs and it decides to remove him or her from office; 20.2.3 she resigns from her office by notice to the Club (but only if at least the minimum number specified in rule 16 above will remain in office when the notice of resignation is to take effect); 20.2.4 she is 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 her office be vacated; 20.2.5 she is removed from office by the Committee on the grounds that she 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 126.96.36.199 may only be passed if: 188.8.131.52 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 184.108.40.206 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 20.2.6 she ceases to be a Member for any reason whatsoever. 20.3 The provisions of rule 20.1 and 20.2 above shall also apply to sub-committees and any member of a sub-committee who is not an Officer.
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 files kept for the purpose: 22.1 of all appointments of Officers made by the Members or the Committee; 22.2 of all resolutions of the Members and of the Committee (including decisions of the Committee made outside a meeting); and 22.3 of all proceedings and reports of meetings of the Club and of the Committee, and of subcommittees, including the names of those present at each such meeting.
Communications by the Club Subject to these Rules, any document or information (including any notice, report or accounts) sent or supplied by the Club under these Rules may be sent or supplied: 23.1 in hard copy form; 23.2 in electronic form; or 23.3 by making it available on a website or internet forum.
Personal Risk 24.1 Members and guests acknowledge and accept that playing or participating in sport of any kind can be dangerous and may result in injury and damage to property. Members and guests shall take personal responsibility for their own actions and play or participate in the Club’s sporting activities at their own risk. 24.2 Subject to rule 24.3 below, the liability of the Club and its Officers to any Member is limited to the net assets of the Club. 24.3 Nothing in these Rules shall limit or exclude liability: 24.3.1 for death or personal injury caused by negligence; 24.3.2 for any loss or damage caused by criminal or fraudulent conduct; or 24.3.3 for any other liability which cannot lawfully be limited or excluded;
Indemnity Without prejudice to any other indemnity to which an Officer may otherwise be entitled, every Officer of the Club shall be indemnified out of the assets of the Club against any liability incurred by him or her in the proper discharge of her duties to the fullest extent permitted by law.
Policies and Bye Laws 26.1 The Committee may from time to time make such policies and bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Club and for the purposes of prescribing classes of and conditions of membership and in particular the Committee may by such bye laws regulate: 26.1.1 the establishment of different categories of membership of the Club; 26.1.2 the admission and classification of Members and the rights and privileges of such Members and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members; 26.1.3 the creation of regulations, standing orders and bye laws for the better administration of the Club and to govern the functioning of sub-committees to assist the Committee in the better administration of the Club; 26.1.4 the adoption or alteration of such other regulations or policies as the Committee thinks fit; 26.1.5 the conduct of Members in relation to one another and to the Club’s Officers, staff, volunteers or beneficiaries including disciplinary procedures; 26.1.6 the terms on which Members and guests may be permitted to take part in the Club’s sporting activities; 26.1.7 any licensable or other regulated activities of the Club. 26.1.8 the procedure at General Meetings and meetings of the Committee and subcommittees insofar as such procedures are not regulated by these Rules; 26.1.9 the appointment of proxies, the form and content of proxy notices, the delivery of proxy notices to the Club and the revocation of such appointments; 26.1.10 any procedures to assist the resolution of disputes within the Club; 26.1.11 generally, all such matters as are commonly the subject matter of club rules; provided that nothing in such bye laws shall prejudice the Club’s affiliation to England Athletics. 26.2 The Club in General Meeting shall have power to alter, add to or repeal the bye laws and the Committee shall adopt such means as they think sufficient to bring to the notice of the Members all such bye laws.
Complaints and Disputes 27.1 All concerns, allegations or reports of malpractice or abuse relating to the welfare of children or vulnerable adults will be recorded and responded to swiftly and appropriately in accordance with the Club’s and EA’s safeguarding policy and procedures. The Welfare Officer shall be the lead Officer for all Members in the event of any safeguarding concerns. 27.2 Any complaints of misconduct (improper or unprofessional conduct) regarding the behaviour of Members or Officers shall be dealt with by the Club in accordance with the Complaints Policy.
Alteration of the Rules 28.1 No alterations or amendments shall be made to or in the provisions of these Rules except by resolution at a General Meeting in accordance with these Rules and shall be carried by the majority of at least three-quarters of the Members present. 28.2 The Club shall make no additions or alteration to these Rules without the express prior consent of England Athletics or, as the case may be, UKA (insofar as such consent is required under the rules and regulations of England Athletics or UKA for the time being in force).
Incorporation 29.1 The Members at a General Meeting may authorise the Committee to transfer the assets and liabilities of the Club to a limited company or charitable incorporated organisation established for purposes within, the same as or similar to the Objects and of which the Members will be entitled to be Members. 29.2 On a transfer under rule 29.1 the Committee must ensure that all necessary steps are taken as to: 29.2.1 the transfer of land and other property; 29.2.2 the assignment or novation of contracts and grants; 29.2.3 the transfer of employment and transfer of pension rights; and 29.2.4 the trusteeship of any property held as permanent endowment. 30. Dissolution 30.1 A resolution to dissolve the Club may only be proposed at a General Meeting and shall be carried by the majority of at least three-quarters of the Members present. 30.2 The dissolution shall take effect from the date of the resolution and the Committee shall be responsible the winding up of the assets and liabilities of the Club. 30.3 Any surplus assets remaining after the discharge of the debts and liabilities of the Club shall be applied or transferred to another club or England Athletics for use by them related to community sports.
The Club duly adopted these Rules as its governing document on 13th September 2019