CONSTITUTION OF KINSALE GOLF CLUB.

As adopted at EGM of Member’s held on Tuesday 21st October 2003

Subsequent Amendments

Meeting / Date / Sections Amended
Men’s AGM / 18th. November 2003 / 32.1, 32.3, 32.5, 37.2
Parent AGM / 27th. November 2003 / 11.3, 11.4
Parent AGM / 23rd. November 2004 / 8.1, 9.5, 9.10.1
Ladies AGM / 15th. November 2004 / 22.1
Parent AGM / 29th. November 2005 / 2.1, 4.6-4.9, 5.5.1, 9.13,
Men’s AGM / 22nd.November 2005 / 30.1, 39
Ladies AGM / 21st. November 2005 / 20.1, 21.3, 22.1, 22.4, 22.5
Ladies AGM / 17th November 2007 / 22.3, 22.5
Parent AG M / 27th November 2008 / 5.7
Parent AGM / 26th November, 2009 / B.5.8, B9.6.2, B9.13

Section(A)The Title

Section(B)The Parent Club

B.2Membership

B.3Objectives

B.4Trustees and Ownership

B.5Officers and Committee

B.6Committee Meetings And Regulations

B.7Administration and Finance

B.8Membership Numbers

B.9Membership Categories

B.10General Meetings

B.11 Subscriptions and Entrance Fees

B.12Disciplinary Procedures

B.13Visitors

B.14Playing Facilities

B.15Registration of Club Act 1904/1988 Intoxicating Liquor Act 1988

B.16Management Regulations

B.17Changes of Constitution And Rules

B.18Rules of Golf and Local Rules

B.19Bye-Laws

Section (C) The Ladies' Club

C.20Membership

C.21Objectives

C.22Officers and Committee

C.23Committee meetings and Regulations

C.24Administration and Finance

C.25General Meetings

C.26Election and Resignation of Members

C.27Playing Facilities

C.28Changes of Constitution, Rules and Bye-Laws

C.29Rules of Golf and Local Rules

Section (D) The Men’s' Club

D.30Membership

D.31Objectives

D.32Officers and Committee

D.33Committee Meetings and Regulations

D.34Administration and Finance

D.35General Meetings

D.36Election and Resignation of Members

D.37Playing Facilities

D.38Changes of Constitution, Rules and Bye-Laws

D.39Rules of Golf and Local Rules

A. TITLE

1.1The name of the Club shall be Kinsale Golf Club incorporating Farrangalway Golf Club. The club shall consist of three sections which are the Men’s' Club, the Ladies' Club and the Parent Club. Kinsale Golf Club shall be the common name by which the Men’s' Club, the Ladies' Club and Parent Club shall be individually and collectively known.

1.2The Supreme authority of Kinsale Golf Club shall be the Parent Club.

B. Parent Club.

B.2Membership

2.1The membership of the Parent Club shall consist of Male & Female members, who are

Ordinary members, Life members, Senior members, Special members, Honorary members, Juvenile members, Junior Members, Family members, Pavilion members, and Temporary members.

B.3Objectives

3.1Provide facilities for the playing and promotion of amateur games of golf by men, women, juveniles and juniors and generally to promote amateur games among its members.

3.2.Act as administrator of the affairs (other than golf competitions) Of both the Men’s' Club and the Ladies' Club.

3.3The Club shall at all times encourage and promote juniors and juveniles in playing the game of golf.

3.4Generally to act in the promotion and advancement of the affairs of the Club and the improvement of the facilities available to members.

B.4Trustees and Ownership

4.1The Ownership of the Club property shall be vested in the Trustees for the time being of the Club on behalf of the Ordinary and Honorary members of the Club. The Ordinary and Honorary Members only shall have control of the affairs of the Club.

4.2The Trustees shall be not less than three and not more than nine Individual members of the Parent Club. Such Trustees shall be appointed by the members at a General meeting of the Parent Club.

4.3Each Trustee shall hold office until resignation, cessation of Club membership or removal from office by resolution of the members at a General Meeting of the Parent Club.

4.4The Trustees shall act as directed by resolution of the Management Committee and shall be indemnified by the members against all liability and expense incurred by them by reason of their position as Trustees in so far as the assets of the Club may be deficient. A general meeting shall be held to remove any of the Trustees and all vacancies occurring by removal, resignation or death, shall be filled at the same or any subsequent general meeting. The Trustees shall have power to insert money and adopt such measures as may appear to them necessary in the interests of the Golf Club subject to the approval of the Management Committee.

4.5If not otherwise represented the Trustees shall have the right to nominate one of their numbers as non-voting member to the Management Committee. Such appointees shall be members of the Management Committee in addition to the members set out in Clause 5.1 thereof.

4.6. Income and Property

The income and property of the body shall be applied solely towards the promotion of its main object as set forth in this Constitution. No portion of the body’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the body. No Officer shall be appointed to any office of the body paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the body. However, nothing shall prevent any payment in good faith by the body of:

a) Reasonable and proper remuneration to any member of the body (not being an Officer) for any services rendered to the body;

b) Interest at a rate not exceeding 5% per annum on money lent by Officers or other members of the body to the body;

c) Reasonable and proper rent for premises demised and let by any member of the body (including any Officer) to the body;

d) Reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their attendance to any matter affection the body;

e) Fees, remuneration or other benefit in money or money’s worth to any Company of which an Officer many be a member holding not more that one hundredth part of the issued capital of such Company.

4.7. Winding –up

If upon the winding up or dissolution of the body there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the body. Instead, such property shall be given or transferred to some other charitable institution or institutions having main objects similar to the main objects of the body. The institutions or institutions to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the body under or by virtue of Clause 4.6 hereof. Members of the body shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object.

4.8. Additions, alterations or amendments

No additions, alterations or amendments to clauses 4.6 or 4.7 shall be made unless the Revenue Commissioners have previously approved the same in writing.

4.9. Keeping of Accounts

Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.

B.5Officers and Committee

5.1The business and affairs of the Parent Club shall be under the jurisdiction and control of a General Committee (herein referred to as "The Management Committee") consisting of an elected Chairman, an elected Treasurer, two other elected members, the Captain of the Men’s, Club and the Captain of the Ladies' Club. The Management Committee shall invite the secretary / manager to become a non voting member of the committee.

5.2The members of the Management Committee (other than the Captain of the Men’s, Club and the Captain of the Ladies' Club) will be elected for a three-year period at the Annual General Meeting of the Parent Club and shall be eligible for re-election subject to the provision 5.3 and 6.2 hereof. However to facilitate the changing from the Committee of Management structure to the Management Committee structure during the transitional three year period one of the elected members (excluding the Chairman) shall resign after the end of the first year in office and a further elected member (excluding the Chairman) shall resign at the end of the second year and each may seek re-election for a further three year period. The selection of who shall retire first shall be decided by agreement of the Management Committee or in the absence of such agreement by the drawing of lots

. The Management Committee shall have the power to fill by co-option any vacancy that may occur in such committee during the year until the next AGM. They may also if deemed necessary appoint any subcommittees [KC1]to deal with specific functions within their remit.

5.2.1To assist the formation of the inaugural Management Committee The outgoing President and both the outgoing Captains of the Men’s and Ladies Club shall nominate a member for election to the position of Chairman of the Management Committee subject to the approval of a majority of the Members at the Annual General Meeting. Section 5.2.4 shall also apply. In the event of their being more than one candidate for the position of Chairman then the members shall vote by secret ballot for their choice. The person with the most votes shall be deemed elected.

5.2.2 In the event of no candidate being elected then the Management Committee shall from within their committee appoint a person to fill the role of Acting Chairman. This position will continue only up until the next Annual General Meeting of members.

5.2.3Once the Management Committee has been established subsequent vacancies for the office of Chairman shall be nominated for election by the outgoing Chairman and another member of the Management committee. Section 5.2.4 will also apply. The nomination must receive approval by a majority of members at general meeting. In the event of their being more than one candidate for the position of Chairman then the members shall vote by secret ballot for their choice. The person with the most votes shall be deemed elected. In the event that the Chairman is unable or unwilling to continue to act in the capacity of Chairman then the remaining members of the Management Committee shall nominate from within their committee a person to fill the role of Acting Chairman. This position will continue only up until the next Annual General Meeting of members.

5.2.4 The members have the right to nominate a member for the office of Chairman of the Management Committee. Such nomination shall be subject to the provisions of clause 10.4

5.3The Captain of the Men’s' Club and the Captain of the Ladies' Club shall be members of the Management Committee for such time as they hold such positions.

5.3.1The secretary/manager of the club shall be a non-voting member of the Management Committee. The Management Committee may resolve to hold a meeting without the secretary /managers presence.

5.4 No member may run for election for more than one position on the Committee of Management in any year.

5.5To be eligible to serve as an Officer or as a Member of the Management Committee, a person must be a Member of the Club for at least 24 months. (Exception for the secretary / manager) No Member may serve as a Member of the Management Committee for more than six years without first having ceased to be a member of the Management Committee for at least a year. This rule shall not apply to the terms of Office of the Captain of the Men’s' Club and the Captain of the Ladies Club. However such terms shall count as membership of the Committee of Management.

5.5.1In the event ofthe Captain of the Ladies' Club not being an ordinary member of the club, she shall be entitled to attend and vote at the AGM of the parent club. In addition, she will also be entitled to attend, but not vote, at the first AGM after she leaves office.

5.6The President, The Captain of the Men’s' Club, the Captain of the Ladies' Club, the members of the of the Management Committee, the Competition Secretary of the Men’s' Club and the Competition Secretary of the Ladies' Club shall be free of individual annual subscriptions during their respective terms of office.

5.7The President of the Club shall be nominated at the Annual General Meeting of the Parent Club by the outgoing President and immediate Past President respectively, subject to the prior approval of the outgoing Management Committee and also subject to the approval of the members present.Commencing in the year 2010 and every fourth year thereafter, namely 2014, 2018 and so on, the President of the Club shall be a Full Lady member. In the intervening years, the President of the Club shall be a Full Male member. In the event that either the outgoing President or the immediate past President or both are unable, or unwilling to act in their function in nominating the new President, that function shall be assumed by the most recent past President or Presidents as the case may be ready and willing to act. The incoming President shall hold office until the next Annual General Meeting. The President shall remain in office for one year and will have the right to attend but not vote at meetings of the Management Committee. He/she shall chair all General meetings of the Club and he shall represent the Club at all Official Functions.

5.8 The Management Committee to establish a Juvenile/Junior Golf Committee whose primary aims will be to organise and promote Juvenile/Junior golf, in a safe, positive and encouraging atmosphere. As a minimum, the committee will consist of a Juvenile Officer nominated by the Management Committee, two representatives nominated by the Men’s committee, and tow representatives nominated by the Ladies committee, together with the club Professional or his assistant.

The Juvenile/Junior Golf Committee shall meet at least six times a year. The Juvenile/Junior Officer will report quarterly to the Management Committee, the Men’s Committee and the Ladies Committee.

The Juvenile/Junior Officer will also give a report to the Annual General Meeting of the Parent Club.

B.6Committee meeting and Regulations

6.1A record of attendance of members at Management Committee Meeting shall be kept and read at the Annual General Meeting prior to the election of Officers.

6.2Any officer or member of the Management Committee, who has not attended one-third of the meetings summoned during their term of office, shall be ineligible for re-election for a following term except when illness or enforced absence is responsible for such non-attendance.

6.3Any Committee member who has not attended three consecutive meetings shall, at the discretion of the Management Committee, be removed from the Management Committee and the Committee may co-opt to fill the vacancy.

6.4The Management Committee shall meet at least six times a year. They shall also meet at any other time upon a requisition to the Chairman, in writing, signed by any three members of the Committee, for the transaction of business of the Club. Three days notice of such meeting to be given. The quorum for any meeting of the Management Committee shall be four.

6.5The Chairman may at any time call a meeting of the Committee of Management.

B.7Administration and Finance

7.1The Management Committee will appoint a member of the Management Committee to act as Secretary of the Management Committee. The Secretary/Manager of the club may at the discretion of the Management Committee act as the Secretary of the Parent Club. He or she shall keep a correct record of all business transacted at Committee meetings; shall give seven days notice of General and three days notice of Committee meetings; submit to the Management Committee all accounts requiring payment notify; all new committee members of their election and furnish them with a copy of the Club rules; shall receive subscriptions, entrance fees, and any other accounts payable, and forward them to the Treasurer. At the close of each financial year the accounts shall be audited by an Auditor appointed at the last General Meeting and shall show the financial position of the Club in the form of a Balance Sheet, copies of which shall be sent to each Ordinary and Honorary member of the Parent Club seven days before the Annual General Meeting.

7.2The Chairman shall be responsible for the every-day affairs of the Parent Club except such duties which are specifically assigned to another officer or committee member of the Club.

7.3All written complaints concerning matters under the jurisdiction and control of the Management Committee shall be referred primarily to the Secretary who shall place the complaint before the Management Committee.

7.4The Management Committee shall have the sole power to borrow for the purpose of the Club by way of overdraft, term loan, loan account or otherwise from the Committee's bankers with interest in the category of the accommodation granted, such amount of money either at one time or from time to time as it may deem proper and to give security for such borrowing and the interest thereon by the issue of Bills of Exchange, Promissory Notes, or other obligations or securities of the Club or by mortgage or charge upon all or any part of the property of the Club and thereupon, the Trustees shall at the direction of the Management Committee make all such dispositions of the property of the Club or any part thereof and enter into such agreements in relation thereto as the Management Committee may deem proper for giving such security.

7.5The Management Committee shall pay both the Men’s' Committee and the Ladies' Committee an annual grant to be used for the general finances of the each particular Club. The