Rugby Football Clubs

RUGBY FOOTBALL CLUBS

TEMPLATE CONSTITUTION

FOR RUGBY FOOTBALL CLUBS QUALIFYING AS

CHARITABLE INCORPORATED ORGANISATIONS

FARDM1/25533/102/8378422.4

Charity Registration Number: ………………….

CONSTITUTION

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[●] RUGBY FOOTBALL CLUB

Registered as a Charitable Incorporated Organisation

FARDM1/25533/102/8378422.4

Constitution of a Charitable Incorporated Organisation

with voting members other than its charity trustees

1.  Name[1]

The name of the Charitable Incorporated Organisation ("the Club") is [●] Rugby Football Club.

2.  National Location of Principal Office[2]

The principal office of the Club is in [●England/Wales].

3.  Objects[3]

The objects of the Club are:

[These objects are compliant with charity status and you are advised to take legal advice before amending the wording or inserting additional objects. The objects must cover everything the Club will do. Delete any objects that do not apply to the Club and/ or insert any additional objects that are applicable to it. The first object may be sufficient for many clubs. The words in square brackets are for clubs where facilities may be used by people playing other sports. The second object is commonly used by recreation grounds and village halls and is useful if the club allows the local community to use the facilities for other activities besides rugby. The third object is for clubs that run projects in schools or perhaps may wish to run projects where rugby is used as a tool to promote literacy or numeracy.]

3.1  to promote community participation in healthy recreation by providing facilities for playing rugby union football [●and other sports] ("facilities" means land, buildings, equipment and organising sporting activities);

3.2  to provide and assist in providing facilities for sport, recreation or other leisure time occupation of such persons who have need for such facilities by reason of their youth, age, infirmity or disablement, 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; and

3.3  to advance the education of children and young people through such means as the Trustees think fit in accordance with the law of charity ("the objects").

4.  Affiliation

Subject to the requirements of charity law and the duties of Charity Trustees the Club will affiliate to the RFU and affiliate to the Constituent Body designated to it by the RFU. The Club will further comply with and uphold the bye-laws, rules and regulations of the Constituent Body, the RFU and the IRB as amended from time to time and the rules and regulations of any body to which the RFU is affiliated.

5.  Powers[4]

The Club has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the Club's powers include power to:

5.1  [●acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as [● Rugby Football Club] and to indemnify [● Rugby Football Club], its officers, members, and members of any of its sub-committees against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of [● Rugby Football Club] and in respect of all liabilities, obligations and commitments (whether legally binding or not) of [● Rugby Football Club] and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;][5]

5.2  borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The Club must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

5.3  buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

5.4  sell, lease or otherwise dispose of all or any part of the property belonging to the Club. In exercising this power, the Club must comply as appropriate with sections 117 and 119123 of the Charities Act 2011;

5.5  employ and remunerate such staff as are necessary for carrying out the work of the Club. The Club may employ or remunerate a Charity Trustee only to the extent that it is permitted to do so by Clause [■7] (benefits and payments to Charity Trustees and connected persons) and provided it complies with the conditions of those clauses;

5.6  deposit or invest funds, employ a professional fundmanager, and arrange for the investments or other property of the Club to be held in the name of a nominee, 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.

6.  Application of Income and Property[6]

6.1  General

The income and property of the Club must be applied solely towards the promotion of the objects.

6.2  Permitted Benefits to Members[7]

Except as provided below no part of the income and property of the Club may be paid or transferred directly or indirectly by way of distribution, bonus or otherwise by way of profit to the members of the Club and no Charity Trustee may receive any remuneration or other benefit in money or money's worth from the Club. This shall not prevent any payment in good faith by the Club of Charity Trustee:

6.2.1  any payments made to any member in his, her or its capacity as a beneficiary of the Club;

6.2.2  reasonable and proper remuneration for any goods or services supplied to the Club (including services performed by the member under a contract of employment with the Club), provided that if such member is a Charity Trustee Clauses [■7] and [■8] shall apply;

6.2.3  interest at a reasonable and proper rate on money lent by any member to the Club;

6.2.4  any reasonable and proper rent for premises lent by any member to the Club.

6.3  Nothing in this Clause shall prevent a Charity Trustee or connected person receiving any benefit or payment which is authorised by Clause [■7] (benefits and payments to Charity Trustees and connected persons).

7.  Permitted Benefits to Charity Trustees and Connected Persons[8]

7.1  General Provisions

Unless the payment is permitted by clause [■7.2] no Charity Trustee may:

7.1.1  sell goods, services, or any interest in land to the Club;

7.1.2  be employed by, or receive any remuneration from, the Club;

7.1.3  receive any other financial benefit from the Club;

In this Clause, a financial benefit means a benefit, direct or indirect, which is either money or has a monetary value.

7.2  Scope and Powers Permitting Trustees' or Connected Persons' Benefits

A Charity Trustee may receive the following benefits from the Club:

7.2.1  A Charity Trustee or connected person may receive a benefit from the Club in his, her or its capacity as a beneficiary of the Club provided that it is available generally to the beneficiaries of the Club.

7.2.2  A Charity Trustee may be reimbursed by the Club for, or may out of the Club's property, reasonable expenses properly incurred by him or her when acting on behalf of the Club.

7.2.3  A Charity Trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Club where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.

7.2.4  Subject to Clause [■7.3] a charity trustee or connected person may provide the Club with goods that are not supplied in connection with services provided to the Club by the charity trustee or connected person.

7.2.5  A Charity Trustee or connected person may receive interest at a reasonable and proper rate on money lent to the Club.[9]

7.2.6  A Charity Trustee or connected person may receive reasonable and proper rent for premises let by the trustee or connected person to the Club.

7.2.7  A Charity Trustee may benefit from trustee indemnity insurance cover purchased at the Club's expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

7.2.8  A Charity Trustee or connected person may receive or retain any payments authorised in writing by the Charity Commission.

7.2.9  A Charity Trustee or connected person may take part in the normal trading and fundraising activities of the Club on the same terms as members of the public.

7.3  Payment for Supply of Goods Only – Controls

The Club and its Charity Trustees may only rely upon the authority provided by Clause[■7.2.4] if each of the following conditions is satisfied:

7.3.1  The amount or maximum amount of the payment for the goods is set out in a written agreement between the Club and the Charity Trustee or connected person supplying the goods (supplier).

7.3.2  The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

7.3.3  The other Charity Trustees are satisfied that it is in the best interests of the Club to contract with the supplier rather than with someone who is not a Charity Trustee or connected person. In reaching that decision the Charity Trustees must balance the advantage of contracting with a Charity Trustee or connected person against the disadvantages of doing so.

7.3.4  The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Club.

7.3.5  The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Charity Trustees is present at the meeting.

7.3.6  The reason for their decision is recorded by the Charity Trustees in the minute book.

7.3.7  A majority of the Charity Trustees then in office are not in receipt of remuneration or payments authorised by Clause [■7] (benefits and payment to Charity Trustees and connected persons).

7.4  In Clauses [■7.2] and [■7.3]:

7.4.1  "Club" includes any company in which the Club;

(a)  holds more than 50% of the shares; or

(b)  controls more than 50% of the voting rights attached to the shares; or

(c)  has the right to appoint one or more directors to the board of the company;

7.4.2  "connected person" includes any person within the definition set out in Clause [■28] (amendment of constitution)

8.  Conflicts of Interest and Conflicts of Loyalty[10]

A Charity Trustee must:

8.1  declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club which has not previously been declared; and

8.2  absent himself or herself from any discussions of the Charity Trustees in which it is possible that a conflict of interests will arise between his or her duty to act solely in the interests of the Club and any personal interest (including but not limited to any financial interest).

Any Charity Trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the Charity Trustees on the matter.

9.  Liability of Members to Contribute to the Assets of the Club if it is Wound Up[11]

Option 1

[●If the Club is wound up, the members of the Club have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.]

Option 2

(a)  [●If the Club is wound up, each member of the Club is liable to contribute to the assets of the Club such amount (but not more than [●£1]) as may be required for payment of the debts and liabilities of the Club contracted before that person or organisation ceases to be a member, for payment of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributing members among themselves.

(b)  In Clause [■(a)] member incudes any person or organisation that was a member of the Club within 12 months before the commencement of the winding up.

(c)  But subject to that, the members of the Club have no liability to contribute to its assets if it is wound up, and accordingly have no personal responsibility for the settlement of its debts and liabilities beyond the amount that they are liable to contribute.]

10.  Membership of the Club[12]

10.1  Admission of New Members[13]

10.1.1  [● The members of the unincorporated association known as [● Rugby Football Club] as at the date of incorporation and such][14] [Such] persons as are admitted to membership by the Charity Trustees in accordance with this constitution shall be the members of the Club.[15]

10.1.2  The charity trustees:[16]

(a)  may require applications for membership to be made in any reasonable way that they decide.

(b)  [●shall, if they approve an application for membership, notify the applicant of their decision within [●21 days];]

(c)  may refuse an application where admission to membership would be contrary to the best interests of the Game or the good conduct and interests of the Club;