Harrogate Cricket Club

1 HARROGATE CRICKET CLUB LTD.

Constitution & Rules

NAME

The name of the Society shall be “Harrogate Cricket Club Ltd.”

(hereinafter – “the Club”)

REGISTRATION

The Club shall be a Society registered under the Industrial and Provident

Acts 1965-1978 (“the Acts”). The Club shall not be de-registered except

with the authority of a resolution of the Members as may be required from

time to time to amend the Constitution and Rules generally (disregarding

any special requirements as to amendments to any particular Rule) or

except as provided by law.

CLUB COLOURS

The Cub colours shall be green and gold. The emblem of the Club shall

be a cockerel.

4. CLUB PURPOSES

The purposes of the Club shall be to promote the amateur sport of Cricket

In Harrogate and community participation in the same.

PERMITTED MEANS OF ADVANCING THESE PURPOSES

(a) To provide coaching and competitive opportunities in cricket as a

centre of excellence as well as social activities for members.

(b)To acquire and provide grounds, equipment, coaching, training and

playing facilities as well as clubhouse, medical and related facilities.

Road, Harrogate

(d) To co-operate and affiliate with any bodies regulating cricket, in

particular, the England & Wales Cricket Board (ECB) and any

association of clubs whose existence is calculated to further the sport

(e)To take out any insurance cover for Club, employees, contractors,

players, guests and third parties.

(f)To raise funds by appeals, subscriptions, loans and charges.

(g)To open bank accounts, borrow money up to a limit of £100,000 and

to give security for same.

(h)To buy, lease or licence property and sell, let or otherwise dispose of the same.

(i)To make grants and loans, give guarantees and provide other benefits.

(j)To set aside funds for special purposes or as reserves.

(k)To invest funds in any lawful manner.

(l)To employ and engage staff and others and to provide services.

(m) To promote the Club within the local community and cricket in

general.

(n) To ensure a duty of care to all Club members.

(o) To do all other things deemed reasonably necessary to advance these

Purposes

REGISTERED OFFICE

The registered office of the Club shall be at The County Ground,

St. Georges Road, Harrogate HG2 9BP or at such other address that the

ClubManagement Board (hereinafter “theBoard”) may, from time to

time decide.

MEMBERSHIP

(a) The Membership of the Club shall be open, upon application, to

anyone interested in cricket regardless of sex, age, disability,

ethnicity, nationality, sexual orientation, religion or other belief.

(b) The Club may have different classes of membership and subscription . on a non-discriminatory and fair basis.

(c)The Board may refuse or rescind membership only for a good cause,

such as non-payment of subscription, conduct or character likely to bring the Club or Cricket into disrepute. Appeal against refusal or rescinding of membership may be made in accordance with the procedure contained in the code of conduct published to Members by notice in the Clubhouse..

(d)Until otherwise agreed by an Annual General Meeting (hereinafter

AGM) the classes of Membership referred to in 5(b) above shall be :-

3 PATRON (who need not be an existing member of the Club) who

shall be elected at the AGM on the prior recommendation of the

Board.

PRESIDENT who (prior to election) must have been a member of the

Club for at least 5 (five) years, shall be elected at the AGM of the

Club on the prior recommendation of the Board.

The President shall be an honorary member of the Club and shall be

entitled to all the benefits and privileges of membership. The

President shall be invited to attend all meetings of the Board but may

not vote on any issue.

LIFE MEMBERS who shall only be elected at the AGM of the Club

and on the prior recommendation of the Board

Life Members shall be honorary members of the Club and shall be

entitled to all benefits and privileges of membership.

Life Membership shall be considered an honour for those members

who have performed long and valued service to the Club.

FAMILY MEMBERS who shall be entitled to all the benefits and

privileges of membership.

LIFETIME PLAYING MEMBERS who shall be entitled to all the

benefits and privileges of membership

PLAYING and ORDINARY MEMBERS who shall be entitled to all

the benefits and privileges of membership.

JUNIOR MEMBERS – under the age of 18 – who shall have all benefits

and privileges of membership (except as detailed below).

ALL MEMBERS OF THE CLUB SHALL HAVE FULL VOTING RIGHTS

AT ANY ANNUAL OR SPECIAL GENERAL MEETING EXCEPT THOSE

MEMBERS UNDER THE AGE OF 16 (SIXTEEN) AS AT THE DATE OF

ANY SUCH MEETING

(e)APPLICATION for MEMBERSHIP shall be made in writing on the

form provided for the purpose.

(f) SUBSCRIPTION RATES for membership of the Club shall be

proposed by the Board to the AGM for the approval of the

Members.

(i) All members shall pay a subscription except the Patron, the

the President, Honorary Life Members and Lifetime Playing

Members (after paying their initial payment).

(ii) Subscriptions shall fall due on the 1st April.

4 (iii) Any member who has not paid a subscription by 1st June shall

(subject to the discretion of the Board) cease to be a member of

the Club.

(g) CONDUCT

All members shall abide by these rules, promote and support the Club

and not act in a manner which may prejudice the good name, order or

interests of the Club

(h) COMPLAINTS

Any complaint against an individual member should be made in

writing to the Chairman who, if he is unable to deal with the complaint

himself, shall submit the complaint to the Board for consideration and

whose decision shall be final

(i) EXPULSION

The Board shall have the power to expel any Member in accordance

with Rule 7(c). Such adecision shall be communicated to the

Member inwriting.

(j) RESIGNATIONS

Resignations shall only be accepted in written form and addressed to

an elected officer of the Club. Notwithstanding their resignation, a

member shall be liable to pay their subscription for the year in which

theyresign

SHARE CAPITAL

(a) The capital of the Club shall consist of shares of the value of five

pence each.

(b) Every Member of whatever category (excluding memberships held in

the name of Junior Members under the age of sixteen years) shall

hold one share and no more in the capital of the Club. No person

who is not a Member shall be issued with a share.

years) at the date these rules take effect shall be allotted one share and

five pence of the subscription the next paid by each Member shall be

applied in paying up the same in full.

(d) Any person (of sixteen years of age or more) admitted to membership

after the date on which these rules take effect shall be allotted one

5 share on admission and five pence of the first subscription paid by

such Member shall be applied in paying up the same in full.

(e) In the case of a share allotted to an Honorary Life Member or

Patron who is not a Member under any other category, whether

such share is allotted upon these Rules taking effect or upon

admission to membership thereafter, such share shall be credited as

fully paid by way of capitalisation of any profits of the reserves of

the Club and the Boardshall have power to take all stepsnecessary

give effect to this Rule.

(f) No share shall be withdrawable or be transferable by any Member

and no interest, dividend or bonus shall be payable on any share

. Any Member transferring or attempting to transfer a share or any

interest therein or any rights associated therewith shall, if the

Management Board so decides, be deemed to have resigned from

the Club as from the date of such transfer or attempted transfer.

(g) The share of a Member shall be forfeited to the Club when that

Member, for whatever reason, ceases to be a Member and any

amount then due to the Member in respect of such share shall

thereon become the property of the Club.

(h) The Club shall not be required to issue a certificate to any Member

in respect of the share allotted to that Member.

9. MANAGEMENT & ADMINISTRATION

The Club shall be managed and administered by the Board who shall be

appointed each year at the AGM and who shall report and be accountable to

the Members at the AGM.

10. MANAGEMENT BOARD

(a)The Management Board (the Board) shall comprise of a minimum of

six and a maximum of ten Members of the Club elected for the ensuing

year at the AGM by a show of hands and by a simple majority of

members present. Voting by ballot, including postal and proxy voting

may take place if the Board so decide. The Members so elected shall,

having regard to the balance of skills available, appoint from their

number a Chairman, an Honorary Treasurer, an Honorary Secretary, a

Child Welfare Officer andsuch other post holders as they may deem

necessary.

(b) Nominations for the Board must be signed by at least five Members

of the Club. Such nominations must be in the possession of the then

Honorary Secretary at least ten days prior to the AGM.

6 (c) Once elected to the Board, a member will automatically go forward

for re-election at the following AGM unless the Board decide

otherwise or the individual does not wish to be so nominated.

(d) Board meetings shall be convened only by either the Chairman or the

Honorary Secretary. Board Meetings shall be called monthly or at

such intervals as may be decided by the Board. At any meeting of the

Board there shall be a quorum of three. The Chairman shall have

regard to any specific request for a meeting made by any three

Members of the Board.

(e) When a vote is taken at a Board Meeting, in the event of votes being

equal, the Chairman shall be entitled to a second and casting vote.

(f) Personal Interests A member of the Board who is in any way,

whether directly or indirectly and whether for himself/herself or

through a person connected with him/her interested in a contract,

transaction or arrangement with the Club shall declare the nature of

his/her interest in accordance with Section 317 of the Companies Act

1985 (or such other section as shall re-enact or replace Section 317) as

if such Member were a director and the Club were a company for the

purposes of that Act. Such a Member shall not vote, nor count in the

quorum, at a meeting of the Board on any resolutionconcerning a

matter in which, or in connection with which, he/she has, directly or

indirectly, an interest or duty which, in the opinion of the chairman of

the meeting, is material and conflicts, or may conflict, with the interests

of the Club If requested to do so by the chairman of the meeting, such

Member shall withdraw from the meeting whilst the matter in question

is discussed and, if applicable, voted on. If the Member in question is

the chairman of the meeting, references in the previous sentences of

thisRule to the chairman of the meeting shall be construed as being

references to a majority of the other Members present at the meeting at

the relevant time.

11. FINANCIAL YEAR

Subject to compliance with the Acts, the financial year of the Club shall commence on the first day of October and end on the following last day of September.

12. ANNUAL GENERAL MEETING .

(a) The AGM shall take place not later than the end of February following . the end of the financial year on the 30th September. The Agenda of the

AGM shall be decided by the Board.

(b) Members shall be given 14 days notice of the date of the AGM with

7such notice including a copy of the Annual Report to Members and also

a copy of the Accounts of the Club duly audited. Such notice shall be

given by post, e-mail or by any means decided upon by the Board.

Members.

(d) The chair at the AGM shall be taken by the President or, in his

absence, the Chairman. Should neither be present, then the chair will

be taken by one of the Members of the Board.

(e) The AGM shall have the power (subject always to the provision of the

Acts) to make and amend the Constitution and Rules of the Club in

accordance with Rule 16 , to elect a President, a Patron, any Honorary

Life Member (as and when nominated by the Board)and to receive and

approve the Annual Report of the Club and the Statements of Accounts

for the year past.

(f) Members whose subscriptions have been paid, either for the year

immediately preceding the AGM or for the ensuing year, shall be

eligibleto attend and vote and to participate in a postal or proxy ballot

on such matters as the Board shall resolve to decide by such means.

(g) Save as otherwise provided in these Rules or as required by “The Acts”,

a simple majority shall be sufficient for the passing of any resolution.

In the event of equality of votes, the Chairman of the AGM shall have a

second and casting vote. The Board shall be empowered to arrange for

any resolutions at an AGM to be decided by a postal and/or a proxy vote

enabling all Members to vote. The Board shall be empowered to

appoint appropriate persons to invigilate the ballot.

13. SPECIAL GENERAL MEETING

(a) A Special General Meeting, hereinafter SGM, may be convened at any

time on the recommendation of the Board or at the written request of at

least twentyfive (25) Members. Such a request must be made to the

Chairman of the Board.

(b) No business shall be transacted at any SGM other than thatwhich is

specified or is incidental to any such recommendation or request..

and shall be entitled to explain, on up to two sides of A4 paper, the

reason for the SGM.

(d) All members must be notified 14 days in advance in writing by the Club.

The cost of mailing including postage shall be borne by the Members

calling the SGM. The mailing will include the Agenda and the

Members’ formal explanation of the business that the Meeting is called to

8 consider Any other costs of the meeting shall be borne by whoever the

Board decides has lost the main vote, a deposit having been lodged with

the Board. Should the SGM be held alongside an AGM, common costs

shall be regarded as being of the AGM

(e) The Chairman of any SGM shall have a second, (casting) vote in the

event of a tied vote.

14. AUDIT OF ACCOUNTS

(a) The Preparation and Audit of Accounts

The Annual Accounts of the Club for each financial year (herinafter“the

Annual Accounts”) shall be prepared, signed, audited, published,

under the direction of and approved by the Board, signed by any

two members of the Board and bearing the Report of the Auditors, shall

be submitted at the AGM.

(b) Auditors

The provision of the Acts as to the appointment, removal, powers, rights,

remuneration and duties of the Auditors shall be compled with. The

Auditors shall be entitled to attend any General Meeting and to receive all

notices of and other communications (other than voting forms) relating to

any General Meeting which any Member is entitled to receive and to

speak at any General Meeting on any part of the business of the meeting

which concerns them as Auditors. The remuneration of the Auditors

shall not exceed any limit imposed by the Registrar pursuant to the Acts.

15. WINDING UP

(a)The Club may be wound up, either compulsorily by an order pursuant

to the Insolvency Act 1986, or voluntarily byresolution of the Members

(either as Members Voluntary Winding Up or Creditors Voluntary

Winding Up) pursuant to the Insolvency Act 1986 as if the Club were a

company within the meaning of that Act.

(b)In the eventof the dissolution or winding up, the property and assets

remaining after the discharge of all liabilities and expenses, shall not be

paid or distributed amongst the share-holding Members of the Club, but

shall be given or transferred to one or more of the following approved

sporting or charitable bodies:-

(i) The National Playing Fields Association

(ii) Another Club which is a registered Community Amateur Sports

Club (CASC).

9 (iii) The England and Wales Cricket Board, as the sport’s governing

body, for use by them for related community sports.

16. RULES

(a)These rules can only be altered at an AGM or SGM providing at least

two thirds of the eligible votes are in favour of any proposed change

to a specific rule or rules.

(b) Notice of any resolution for any proposed alteration of the Rules

must be given, in writing, to the Honorary Secretary at least four

(4) weeks in advance of the meeting and a copy of such

resolution shall be sent to members with notice of the meeting.

Club’s Constitution and Rules and on any matter that may arise

affecting the Club and not provided for by the Constitution and Rules

shall be determined by the Board whose decision shall be final.

(d) A copy of these Rules shall be available for inspection at the Hon.

Secretary’s office at the Cricket Ground, St.Georges Road, Harrogate

and shall be supplied to any Member of the Club upon request.

17. SEAL

If and whenever the Club is required, or finds it desirable to have, a seal, the

Club shall have its name engraved in legible characters on a seal(“the seal”)

which shall be kept in the custody of the Secretary and shall be used only

under the authority of the Board which may determine who shall sign any

instrument to which the seal is affixed and, unless otherwise so determined,

it shall be signed by any two members of the Board.