Port Sunlight Lawn Tennis Club Constitution
1. Name
The Club, established in 1897 and affiliated to the LTA in 1908, is called Port Sunlight Lawn Tennis Club (“the Club”).
2. Definitions
2.1 “the Chairman” means the person elected from time to time to be the chairman of the Club in accordance with Rule 9;
“the CLTA” means Cheshire Lawn Tennis Association;
“the Honorary Secretary” means the person elected from time to time to be the honorary secretary of the Club in accordance with Rule 9;
“the LTA” means The Lawn Tennis Association (the governing body of lawn tennis within Great Britain, the Channel Islands and Isle of Man) of the Queen’s Club, West Kensington, London W149EG;
“the Management Committee” means the committee appointed under Rule 9 to manage the Club;
“the Members” means the members of the Club admitted from time to time to membership of the Club in accordance with Rule 5;
“the President” means the person elected from time to time to be the president of the Club in accordance with Rule 9;
“the Trustees” means the persons appointed from time to time to be the trustees of the Club in accordance with Rule 10.6.
Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender.
3. Objects
The objects of the Club are:
to provide tennis, social and other activities and generally to encourage and facilitate
the playing of tennis;
to promote, improve, develop and support the interests of tennis;
to do all such other things as the Management Committee thinks fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated in this Rule 3.
4. Application of Surplus Funds
The Club is a non-profit-making organisation. All surpluses will be used to maintain or improve the Club’s facilities and in furtherance of the Club’s objects. No surplus will be distributed other than in
accordance with Clause 24.3 on winding-up or dissolution of the Club.
Nothing in Clause 4.1 shall prevent the Club from entering an agreement with a member for the supply by him to the Club of goods or services or for his employment by the Club, provided that such arrangements are approved by the Management Committee (without the member being present) and are agreed with the member on an arm’s length basis.
5. Membership
5.1 Eligibility for membership
Persons of either sex are eligible for membership of the Club provided they are at least 18 years old. No person shall be denied membership of the Club on the grounds of race, ethnic origin, creed, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs.
Persons below the age of 18 may be elected as Junior Members without the right to hold office or vote at general meetings.
The number of Members is not limited
5.2 Admission of Members
Any person who wishes to become a Member must submit an application in such form as the Management Committee shall decide. Every candidate for membership shall be considered by the Management Committee, which shall, in its absolute discretion, decide whether to admit that candidate as a Member. A person shall not be entitled to any privileges of the Club until two days have passed since his application for membership was submitted, whether or not he is admitted as a Member before those two days have lapsed
5.3 Classes of Members
There shall be the following classes of membership in the Club:
Senior Member
Junior Member
Associate member (non playing)
Rules of eligibility for inclusion in each of these categories and any sub-categories used for the purpose of establishing different membership-fee levels, shall be determined by the Management Committee. However only Senior Members shall be deemed to be Full Members for the purposes of subsequent clauses
Only Full Members (as defined in 5.3.2 above) shall be entitled to receive notice of, attend and vote at general meetings. The other Members shall be entitled to all the other privileges of membership other than the right to receive notice of, attend and vote at general meetings. All members shall be subject to this Constitution and any Rules of the Club and shall abide by the rules and regulations of the LTA and the relevant CLTA, from time to time in force.
5.4 Subscriptions
The entrance fee and annual subscription for each type of Member shall be determined from time to
time by the Management Committee. The Members shall pay any entrance fee and annual subscription fees set by the Management Committee from time to time.
No candidate who has been elected a Member shall be entitled to the privileges of membership until he has paid the entrance fee (if any ) and his first annual subscription.
Any Member whose entrance fee or subscription is not paid by such date as the Management Committee shall decide each year, shall be deemed to have resigned his membership of the Club.
6. Resignation
A Member may withdraw from membership of the Club on 7 days clear notice to the Club. Membership shall not be transferable in any event and shall cease immediately on death or dissolution or on the failure of the Member to comply, or to continue to comply, with any condition of membership set out in this Constitution.
7. Expulsion
7.1 The Management Committee shall have power to expel a Member when, in its opinion, it would not be in the interests of the sport or of the Club for him to remain a Member.
A Member shall not be expelled unless he is given 14 days’ written notice of the meeting of the Management Committee at which his expulsion shall be considered and written details of the
complaint made against him.
The Member shall be given an opportunity to make written representations and/or to appear before the Management Committee and at any such meeting to be accompanied by a representative or friend, who may answer complaints made against the member and to cross-examine any witnesses on behalf of the member. The member must not be expelled unless at least two-thirds of the Management Committee then present vote in favour of his expulsion.
8. Effect of Resignation or Expulsion
Any person ceasing to be a Member forfeits all right to and claim upon the Club, its property and its funds and he has no right to the return of any part of his subscription.
9. The Management Committee
9.1 The Club shall be managed by a Management Committee consisting of :
The Chairman
The Vice-chairman
The Honorary Secretary
The Honorary Treasurer
The Captain
The Vice-Captain
The Match Secretary
The Team Secretary
The Social Secretary
No more than eight other Full Members (as defined in 5.3.2 above)
All the above shall be elected annually at the Annual General Meeting.
The Management Committee shall decide in its discretion how Members may be nominated to be members of the Management Committee and shall notify the Members accordingly.
If there is only one candidate nominated to fill any particular vacancy, that candidate shall be declared elected unopposed for that particular vacancy at the next annual general meeting. If there is more than one candidate for any particular vacancy there shall be an election at the annual general meeting for that position. In the event of a tie, the candidate to be elected shall (unless the candidates otherwise agree) be determined by lot.
The Management Committee shall be elected at the annual general meeting in each year, and subject to termination of office by resignation, removal or otherwise, the members remain in office until they or their successors are re-elected or elected (as the case may be) at the annual general meeting following their re-election or election (as the case maybe).
In addition to the members elected or appointed in accordance with this Rule 9, the Management Committee may co-opt up to 3 further Members who shall serve until the next annual general meeting. Co-opted members must be Full members of the club and shall be entitled to vote at the meetings of the Management Committee.
The Management Committee may appoint any Member to fill any casual vacancy on the Management Committee until the next annual general meeting when that person shall retire but shall be eligible for re-election.
Retiring members of the Management Committee may be re-elected.
A member of the Management Committee shall be deemed to have vacated office if:
he resigns his office by notice to the Club; or
he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
he is suspended from holding office or from taking part in any activity relating to the administration or management of the Club by a decision of the CLTA or the LTA; or
10. Proceedings of the Management Committee
10.1 Management Committee meetings shall be held as often as the Management Committee thinks fit provided that there shall not be fewer than 4 meetings each year. The quorum for such meetings shall be 6. The Chairman and the Honorary Secretary shall have discretion to call emergency meetings of the Management Committee if they consider it to be in the interests of the Club. The Honorary Secretary shall give all the members of the Management Committee not less than 7 days’ notice of a meeting.
The Chairman shall be the chairman of the Management Committee. Unless he is unwilling to do so, the Chairman shall preside at every meeting of the Management Committee at which he is present. But if there is no person holding that office, or if the Chairman is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Vice-Chairman shall preside. If there is no Vice-Chairman or if he is unwilling to preside, of if he is not present within five minutes after the time appointed for the meeting, the members of the Management Committee present may appoint one of their number to be chairman of the meeting.
Decisions of the Management Committee shall be made by a simple majority and in the event of an equality of votes the Chairman (or the acting chairman of that meeting) shall have a casting or additional vote.
The Management Committee may from time to time appoint from among its number such sub-committees as it considers necessary and may delegate to them such of the powers and duties ofthe Management Committee as the Management Committee may determine. All sub-committee’s shall periodically report their proceedings to the Management Committee and shall conduct their business in accordance with the directions of the Management Committee.
The Management Committee shall be responsible for the management of the Club and shall have the sole right of appointing and determining the terms and conditions of service of any employees of the Club. The Management Committee shall have power to enter into contracts for the purposes of the Club on behalf of all the Members.
The Management Committee shall appoint Trustees, to hold office until death or resignation unless removed from office by a resolution of the Management Committee or by a resolution duly passed at a general meeting. The Chairman from time to time is nominated as the person to appoint new Trustees within the meaning of Section 36 of the Trustee Act 1925. A new Trustee or new Trustees shall be nominated by resolution of the Management Committee and the Chairman shall by deed duly appoint the person or persons so nominated as the new Trustee or Trustees of the Club and the provisions of the Trustee Act 1925 shall apply to any such appointment. Any statement of fact in any such deed of appointment shall in favour of a person dealing with the Club or the Committee in good faith be conclusive evidence of the fact so stated.
All property of the Club including land and investments, shall be held by the Trustees for the time being, in their own names so far as necessary and practicable, for the use and benefit of the Club. On the death, resignation or removal from office of a Trustee the Management Committee shall take steps to procure the appointment by the Club in general meeting of a new Trustee in his place; and shall as soon as possible thereafter take lawful and practicable steps to procure the vesting of all Club property into names of the Trustees as constituted after the said appointment. The Trustees shall in all respects act, in regard to any property of the Club held by them, in accordance with the directions of the Management Committee; and shall have power to sell, lease, mortgage or pledge any Club property for the purpose of raising or borrowing money for the benefit of the Club in compliance with the Management Committee’s directions. But no purchaser, lessee or mortgagee shall be concerned to enquire whether any such direction has been given.
The number of Trustees shall not be more than four or less than two.
The members of the Management Committee shall be entitled to an indemnity out of the assets of the Club for all expenses and other liabilities properly incurred by them in the management of the affairs of the Club.
11. Annual general meeting
11.1 The annual general meeting of the Club shall be held at such time as the Management Committee shall decide each year to transact the following business:
to receive the Chairman’s report of the activities of the Club during the previous year;
to receive and consider the accounts of the Club for the previous year, the Honorary Treasurer’s report as to the financial position of the Club;
to elect the Officers and other members of the Management Committee;
to decide on any resolution which may be duly submitted in accordance with Rule 11.2 below;
to deal with any other matters which the Management Committee desires to bring before the membership..
Notice of any resolution proposed to be moved at the annual general meeting shall be given in writing to the Honorary Secretary not less than 28 days before the meeting.
No period greater than fifteen months shall elapse between one annual general meeting and the next.
12. Extraordinary general meetings
An extraordinary general meeting may be called at any time by the Management Committee and shall be called within 21 days of receipt by the Honorary Secretary of a requisition in writing signed by not fewer than 15 members, stating the purposes for which the meeting is required and the resolutions proposed.
13. Proceedings at Extraordinary general meetings
The Honorary Secretary shall send to each Member at his last known address written notice of the date of the general meeting together with the resolutions to be proposed at least 21days before the meeting.
The quorum for the annual and extraordinary general meetings shall be 15 Members.
The Chairman shall preside at all meetings of the Club but if he is not present within 15 minutes after the time appointed for the meeting or has signified his inability to be present at the meeting, the members present and entitled to vote may choose one of the other members of the Management Committee present to preside and if no other member of the Management Committee is present or willing to preside the Members present and entitled to vote may choose one of their number to be chairman of the meeting.
Each Full Member present shall have one vote and resolutions shall be passed by a simple majority of those Members present and voting.
In the event of an equality of votes the chairman of the meeting shall have a casting or additional vote.
13.6 The Honorary Secretary, or in his absence a member of the Management Committee, shall take minutes at annual and extraordinary general meetings.
13.7 There shall be no right for a Member to vote by proxy.
14. Purchase and supply of liquor
Purchase for the Club and supply by the Club of intoxicating liquor must be in the absolute discretion of the Management Committee provided these are all elected by the Members and over 18)
15. Commission
No one may at any time receive at the expense of the Club or any Member any commission, percentage or similar payment on or with reference to purchases of intoxicating liquor by the Club.
No one may directly or indirectly derive any pecuniary benefit from the supply of intoxicating liquor by or on behalf of the Club to Members or guests apart from any benefit accruing to the Club as a whole and apart also from any benefit which a person derives indirectly by reason of the supply giving rise to or contributing to a general gain from the carrying on of the Club.
16. Guests
16.1 Any Member may introduce guests to the Club, and any player, coach, other team representative, match official or spectator attending the Club’s premises (by invitation of the Club) who is not a Member, shall be a guest of the Management Committee, provided that no one whose application for membership has been declined or who has been expelled from the Club may be introduced as a guest.
16.2 The member introducing a guest and any person introduced as a guest of the Management Committee in accordance with Rule 16.1 must enter the name and address of the guest together with the name of the introducer in a book which must be kept on the Club’s premises.
17. Opening of Club
The Club shall be open at such times or for such other periods as the Management Committee shall decide.
18. Permitted Hours.
The permitted hours for the supply of intoxicating liquor and provision of regulated entertainment shall be as permitted by the Club’s Club Premises Certificate.
19. Alteration of the Constitution
This Constitution may be altered by resolution at an annual or extraordinary general meeting provided that the resolution shall not be passed unless carried by a majority of at least two-thirds of the Members present and at the general meeting, the notice of which contains particulars of the proposed alteration or addition.
As soon as possible, and in any case within 28 days after the making of any alteration or addition to this constitution, the Honorary Secretary must give written notice of the alteration or addition to the proper Licensing Authority.