DATED 13 SEPTEMBER 2014
______
RULES AND CONSTITUTION
of
THE SOCIETY OF OLD BRENTWOODS
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Draft/version 10- 06.08.2014
Contents
Clause
1.Definitions
2.Objects2
3.Admission of Members2
4.Resignation of Members3
5.Expulsion and suspension of Members3
6.The General Committee4
7.Vacancies on General Committee5
8.Powers of General Committee5
9.Meetings of General Committee6
10.Sub-commitees6
11.President and President Elect6
12.Trustees7
13.Borrowing powers8
14Annual General Meeting8
15.Special General Meeting9
16.Convening General Meetings9
17.Proceedings at General Meetings9
18.Quorum9
19.Dissolution of the Society10
20.Audit of accounts10
21.Society's address not to be used for business10
22.Members addresses11
23.Opening of Society premises 11
24.Permitted hours for the supply of alcohol 11
25.Interpretation of Rules12
26.Amendment of Rules12
27.Headings12
28.Effective date12
1.Definitions
Affiliated Club
/A club whose rules are approved by the Society to be affiliated to the Society
Clubhouse and Grounds
/The clubhouse and grounds owned and managed by the Society at Ashwells Road, Bentley, Brentwood, Essex CM15 9SE
Club Committee
/The committee that manages the Old Brentwoods Club
Elected Committee Members
/Persons elected to the General Committee of the Society (excluding the President, President Elect and Officers)
General Committee
/The General Committee of the Society which will manage and control the property and affairs of the Society
Member
/A person who has been elected and continues to be a member of the Society
Officers
/The officers of the Society comprising the Chairman of the General Committee, Secretary, Treasurer, Editor, Registrar and such other persons who are appointed as Officers at a general meeting of the Society
OB Club Member
/A person who has been elected and continues to be a member of the Old Brentwoods Club or an Affiliated Club
Old Brentwoods Club
/A club affiliated to the Society which manages the Clubhouse and Grounds
President
/A Member of the Society who is elected by the General Committee to be the President of the Society
President Elect
/A Member of the Society who in accordance with Rule 11 accepts the invitation of the General Committee to be the next President of the Society immediately following the current President
School
/Sir Anthony Browne’s School, Brentwood, Essex (including the Preparatory School)
Society
/The Society of Old Brentwoods
Trustees
/The trustees of the Society’s property and assets
Vice Presidents
/All former Presidents of the Society
2.Objects
2.1The objects of the Society are to afford opportunities to Members of meeting at regular intervals, to keep in touch with one another and the School by the circulations of notices and by such means as shall from time to time be expedient and to promote the interests of the Society and of the School and alumni programmes.
2.2The Society is a not-for-profit organisation operated solely for the benefit of its Members and the local community and all trading income and profits shall be invested in the Society’s activities and assets.
3.Admission of members
3.1The following persons shall be eligible to be elected asa Member of the Society:
3.1.1All former pupils of the School.
3.1.2All past and present teaching and other staff of the School.
3.1.3All past and present Governors, Clerks to the Governors and Bursars to the School.
3.1.4All OB Club Members.
3.1.5Any other person who, in the opinion of the General Committee, is fit to be a Member.
3.2Each eligible person shall be elected to membership by the General Committee and shall become a Member of the Society two clear days after the date of their election and, if applicable, the payment of any subscription.
3.3A Member will have no liability for the debts of the Society save:
3.3.1for debts incurred by the Member on behalf of the Society or for the misapplication of the Society’s monies and property without the authority of the General Committee; and
3.3.2for the unpaid amount of any subscription payable by the Member to be a Member of the Society.
3.4All Members shall be entitled to be admitted to the Clubhouse and Grounds and to purchase alcohol from the bar located at the Clubhouse and Grounds during the permitted hours for the supply of alcohol.
4.Resignation of members
4.1Any Member may resign his or her membership by giving notice in writing to that effect to the Secretaryof the Society and unless otherwise stated such notice shall be deemed to take effect upon receipt by the Secretary.
4.2A Member will be deemed to have resigned if the Member has failed to pay the full amount of any subscription for membership due to the Society or to the Old Brentwoods Club or an Affiliated Club for two consecutive years.
4.3A Member is not entitled to resume membership until the Member has been re-elected as a Member.
5.Expulsion and suspensionof members
5.1The General Committee shall have power to expel or suspend any Member if:
5.1.1 it is in the interests of the Societydue to the misconduct of the Member; or
5.1.2in the opinion of the General Committee, the Member has brought the Society or the School into disrepute.
5.2Prior to resolving to expel or suspend a Member, the Member shall be given not less than 21 days’ written notice of the meeting of the General Committee at which the General Committee proposes to consider a resolution to expel or suspendthe Member from the Society to allow the Member an opportunity to provide an explanation about the Member’s conduct.
5.3The Member may attend the meeting of the General Committee in person or provide an explanation of his conduct in writing at least 7 days prior to the meeting.
6.The General Committee
6.1The General Committee shall comprise:
6.1.1the Officers;
6.1.2the President and the President Elect; and
6.1.3not more than 6 Elected Committee Members;
who shall all be Members.
6.2Only elected Members who are former pupils of the School or who are past or present teaching or other staff of the Schooland have discharged payment of any subscription due to the Society are eligible to be elected to the General Committee, save that this restriction will not apply to the President and President Elect.
6.3The General Committee shall manage and control the affairs, assets and property of the Society including the management of the purchase of alcohol for the Society and the supply of alcohol by the Society.
6.4Nominations for the election of the Officers and the Elected Committee Members, duly proposed and seconded, must be made in writing and received by the Secretary not later than 21 days before the date of anannual general meeting, but nominations may be made at the meeting in respect of any vacancies for which written nominations have not been received. If the number of nominees exceeds the number of vacancies, voting shall be by ballot by the Members present at the meeting or by proxy.
6.5At the annual general meeting in each year, all the Officers and Elected Committee Members shall retire but shall be eligible, subject to rule 6.5, for re-election.
6.6The Chairman shall be elected for no more than three years (the “First Term”) provided that any Member previously elected as Chairman may be re-elected for a further period not exceeding 3 years (the “Second Term”) provided that a period of not less than 3years has elapsed between the expiry of the First Term and the commencement of the Second Term.
6.7Every Member of the Society is entitled to vote for as many candidates as there are vacancies to be filled.
6.8The candidates who receive most votes must be declared elected.
6.9 A representative of the School, a representative of the Club Committee and all Vice Presidents shall be entitled to attend meetings of the General Committee, but shall not be entitled to vote.
6.10The Officers shall not be entitled to any remuneration for fulfilling their duties as Officers but shall be reimbursed all reasonable and proper expenses incurred in undertaking these duties.
6.11The General Committee may co-opt any other Member but no such co-opted Member shall have a vote on the General Committee on any matter relating to the expenditure of money or to the property of the Society.
7.Vacancies on the General Committee
7.1The General Committee may appoint a Member to fill any casual vacancy on the General Committee until the next annual general meeting.
7.2Any Member so appointed must retire at the next annual general meeting but may be elected as amember of the General Committee at that meeting.
8.Powers of the General Committee
8.1The General Committee shall determine the amount (if any) of any subscription payable by a Member or category of Member for membership of the Society.
8.2The General Committee shall have the power to:
8.2.1elect Members of the Society;
8.2.2create different categories of membership of the Society;
8.2.3expel or suspend any Member from membership of the Society in accordance with rule 5;
8.2.4remove or appoint Trustees;
8.2.5determine the amount and frequency of any subscription payable by Members;
8.2.6engage professional advisers to advise on the affairs of the Society;
8.2.7engage persons to manage the Society’s property; and
8.2.8manage the Society’s relationships with all Affiliated Clubs.
8.3The Officers, President, President Elect, Elected Committee Member and any other Member authorised to act on behalf of the Society by the General Committee shall be entitled to be indemnified out of the assets of the Society for any claim, loss or expense properly and reasonably incurred in the course of performing their duties on behalf of the Society. Such indemnity will be limited to the monies and property owned by the Society.
9.Meetings of the general committee
9.1The General Committee must meet at least 3 times in every calendar year to examine the accounts and manage the affairs of the Society.
9.2Two-fifths of the number of members of the General Committee will form a quorum at meetings of the General Committee.
9.3Minutes of all the proceedings of the General Committee must be taken and must be open to inspection by any Member of the Society on application to the Secretary.
10.Sub-committees
10.1The General Committee may from time to time appoint from among its number such sub-committees as it deems necessary or expedient and may delegate to them such of its powers and duties as it may determine.
10.2All sub-committees must periodically report their proceedings to the General Committee and must conduct their business in accordance with its directions.
11.President and President Elect
11.1The President must be elected annually by the General Committee and may serve not more than one year as President.
11.2TheGeneral Committee may invite a Member to become President and if the Member accepts that invitation, the Member shall be appointed by the General Committee to be President Elect in the year preceding the Member’s appointmentas President.
12.Trustees
12.1The Trustees shall hold office until death or resignation or until removed from office by a resolution of the General Committee.
12.2The Trustees must be Members and number not more than 4 or less than 2.
12.3All property of the Societyshall be vested in the Trustees for the Members for the time being subject to the rules of the Society except for cash which must be under the control of the Treasurer.
12.4The Trustees must deal with the property of the Society as directed by resolution of the General Committee and an entry in the minute book is conclusive evidence of a resolution.
12.5The Trustees shall be entitled to be indemnified out of the assets of the Society for any claim, loss or expense properly and reasonably incurred by the Trustees in the course of performing their duties as Trustees of the Society. Such indemnity will be limited to the monies and property owned by the Society.
12.6If a new Trustee needs to be appointed due to the death, resignation or removal of a Trustee, or if the General Committee deems it expedient to appoint an additional Trustee or Trustees, the GeneralCommittee may by resolution nominate the person or persons tobe appointed as the new Trustee or Trustees.
12.7To give effect to a nomination:
12.7.1the President is nominated as the person to appoint new Trustees ofthe Society within the meaning of Section 36 of the Trustee Act 1925;
12.7.2the President must by deed appoint the person or persons nominatedby the General Committee as the new Trustee or Trusteesof the Society;and
12.7.3the provisions of the Trustee Act 1925 apply to any appointment.
12.8Any statement of fact in a deed of appointment of new Trustees in favour of a person dealing bona fide and for value with the Society or the General Committee, is conclusive evidence of the fact so stated.
13.Borrowing powers
13.1If at any time the Society in general meeting passes a resolution authorising the General Committee to borrow money:
13.1.1the General Committee may borrow for the purposes of the Society the amount of money (either at one time or from time to time) and at the rate of interest in the form and manner and upon the security specified in the resolution; and
13.1.2the Trustees must, subject to complying with their duties and obligations as Trustees, at the direction of the General Committee make any disposition of the Society’s property or any part of it and enter into any agreement in relation to the Society’s property as the General Committee thinks proper to give security for the loan and interest.
13.2Every Member of the Society, whether he votes on a resolution authorising borrowing or not, and everyone becoming a Member of the Society after the passing of such a resolution, is deemed to have assented to the resolution as if the Member had voted in favour of it.
14.Annual general meeting
The annual general meeting of the Society must be held once in every year within six months’ after the end of the financial year (provided that not more than 15 months shall elapse between the date of one annual general meeting and the date of the next) and must:
14.1receive from the General Committee a report, balance sheet and statement of accounts of the Society for the preceding financial year;
14.2elect the Officers, Elected Committee Members, and an auditor for the ensuing year;
14.3decide on any resolution which may be submitted to the meeting in accordance with these rules; and
14.4consider any other business as determined by the General Committee.
15.Special general meeting
The General Committee may call a special general meeting at any time for any special purpose and must do so immediately upon a requisition in writing (stating the purpose for which the meeting is required) from any 25Members.
16.Convening general meetings
16.1At least 21 days before the annual general meeting, or any special general meeting, notice of the meeting and the business to be transacted at it must be given in such manner as the General Committee shall from time to time decide including (but not limited to) by one or more of the following:
16.1.1publicationon the Society’s website; and/or
16.1.2sending by email to such of the Members who have provided their current email address to the Registrar.
16.2No business other than that of which notice has been given may be the subject of a resolution at a general meeting.
17.Proceedings at general meetings
17.1At all general meetings of the Society, the President, or in the President’s absence a Member selected by the General Committee, shallbe chairman of the meeting.
17.2Only elected Members who are former pupils of the School or who are past or present teaching or other staff of the Schooland have discharged payment of any subscription due to the Society are eligible to vote on a resolution proposed at a general meeting.
17.3Every Member present is entitled toone vote upon eachresolution, and in case of an equality of votes the chairmanmay have a second or casting vote.
17.4The General Committee may, if it thinks fit, make regulationsenabling Members who are unable to be present for whatever reason may appoint may appoint another Member as their proxy to vote and speak on their behalf.
17.5In every notice convening a general meeting, there shall appear with reasonable prominence a statement that a Member is entitled to appoint a proxy to attend and vote on a poll instead of that Member.
18.Quorum
The quorum at all general meetings is:
18.1for resolutions proposing any repeal, addition to, or amendment of these rules, 25 Members;
18.2for resolutions proposing the dissolution of the Society,100 Members; and
18.3for all other business,20 Members.
19.Dissolution of the Society
If at any general meeting a resolution for the dissolution of the Society or disposal of the Society’s property and assets is passed by a majority of at least two thirds of Members present or voting by proxy, the General Committee must immediately, or at such future date as is specified in the resolution, proceed to realise such of the property of the Society as is necessary to discharge all liabilities and after making such reserves as are considered reasonably necessary to cover contingent liabilities shall pay or transfer the remaining assets of the Society to the Governors or trustees of the School for the benefit of the School.
20.Audit of accounts
20.1The financial year of the Society ends on 30th April in each year, or on such other date as the General Committee shall decide, and the accounts of the Society must be balanced to that date.
20.2The accounts must be audited by a professional accountant as soon as practicable after the end of each financial year.
20.3The auditor must be appointed at each annual general meeting and must not be a member of the General Committee.
20.4Any vacancy in the office of auditor occurring during the year must be filled by the General Committee.
21.Society’s address not to be used for business
No Member may give the Society’s address in any advertisement or use the Society’s address for business purposes unless authorised to do so by the General Committee.
22.Members' addresses
22.1Every Member of the Society must from time to time communicate his or her current postal and/or email address to the Registrar. It is the responsibility of each Member to notify the Registrar of the Society of any change in their contact details.
22.2All notices shall be deemed to have been received if sent by first class post on the day following the date of posting and if sent by email on the date of transmission.
23.Opening of society premises
The Society’s Clubhouse and Grounds shall be open at such times as shall be decided by the General Committee but the General Committee shall have power to suspend the right of entrance at any time or to alter the days of opening at its discretion.
24Permitted hours for the supply of alcohol
24.1The permitted hours for the supply of alcohol are:
24.1.1Sunday to Thursday: 11.00 to 23.00.
24.1.2Friday & Saturday 11.00 to 00.00.
24.1.3On two occasions between 17 December and 24 December each year: 11.00 to 01.00 the following day.