NON CASC Constitution

Template and Guidance

GUIDANCE NOTES AND SAMPLE RULES FOR

UNINCORPORATED LAWN TENNIS CLUBS

(WHICH ARE NOT REGISTERED AS CASCS)

LAWN TENNIS CLUBS

GUIDANCE NOTES FOR USE OF SAMPLE RULES

Tennis clubs can be constituted in a variety of ways. Set out below by way of summary, is a brief description of the most common forms of organisation.

(i)	Unincorporated Private Members' Club (Non-Profit Distributing) 

This is the most common form of tennis club for, in particular, smaller clubs or clubs not owning their premises. These clubs are known in law as "unincorporated associations". They do not exist as legal persons in their own right. This is not generally a problem for day to day issues but it does mean that the club cannot sue or be sued in its own name. The club officers and members can sue and be sued on the club's behalf. In simple terms, the members collectively are the club so it is advisable to ensure the Rules adequately protect both them and the officers from personal liability and the club carries adequate insurance. If such clubs wish to own property this must be held by trustees on behalf of the club. 

(ii)	Limited Company 

Incorporation as a limited company may be appropriate for a larger club with significant liabilities or where it has land, investments and employees or where it is otherwise thought necessary to limit the liability of the officers or members. A company limited by guarantee (as opposed to shares) is generally more suitable for members' tennis clubs. A company needs to be formed and registered in accordance with the Companies Acts which impose certain statutory responsibilities on the directors. The constitution (known as the Memorandum and Articles) may be a little more complicated than the Sample Rules and is a public document in that it must be filed at Companies House. 

(iii)	Proprietary (or Commercial) Club (i.e. not owned by the Members) 

This is where the club is owned and operated by a third party such as a commercial company. There will still be rules which deal with the general day to day running of the club including the appointment of a committee and, outwardly, it might appear to be a members' club. However, the third party owner retains ultimate control over the Rules and other important matters, especially financial, as it will usually be running the club for profit. 

(iv)	Community Amateur Sports Clubs ("CASCs") 

These Guidance Notes and Sample Rules are for use by Clubs which do not wish to register as Community Amateur Sports Clubs ("CASCs"). If the Club wishes to register as a CASC to

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obtain the tax reliefs first introduced by the Finance Act 2002 and now governed by the Corporation Tax Act 2010, you should refer to the LTA's Guidance and Sample Rules for Unincorporated Clubs Qualifying as CASCs, which can be obtained from the LTA website.

These Guidance Notes and Sample Rules only apply to unincorporated private members' clubs. They are not suitable for use by CASCs, limited companies whether incorporated by shares or by guarantee, nor are they suitable for proprietary commercial clubs.

PURPOSE OF THE GUIDANCE NOTES AND SAMPLE RULES

The Rules identify the Club and set out the relationship between the Club's members. The Rules govern the entire operation of the Club and confer powers on the Management Committee. It is important that the Rules are clearly drafted and reflect all aspects of the Club's customs and practices so that they can be complied with easily. The Rules in place at any time must be complied with at all times.

These notes are intended for use in conjunction with the document entitled "Sample Rules" attached. Set out below are those provisions which should be contained within your Rules ("the Rules") and the order in which they should appear. Where a Rule is optional this has been indicated.

1.	Licensing Act 2003 

The Sample Rules include those provisions which must be adopted by a Club wishing to sell or supply alcohol to its members and guests and/or provide regulated entertainment (for example live music), i.e. those Clubs holding a Club Premises Certificate under the Licensing Act 2003 (referred to in these documents as "a Licensed Club"). If your Club does not currently hold a Club Premises Certificate, you may want to adopt the required rules (except Sample Rules 14, 15 and 18 which relegate to alcohol specifically), so that your Club does not need to change its Rules (other than to insert Sample Rules 14, 15 and 18 listed) if your Club decides to apply for a Club Premises Certificate. 

If you hold a full Premises Licence and intend to maintain this because your club is used by members of the public for functions and events, you do not need to include the rules designed for clubs holding a Club Premises Certificate as they do not apply. The application process for a Premises Licence is much more complex and the requirements more stringent. 

These notes are intended for guidance only. Where you intend to amend your Rules or adopt new Rules it is advisable to take legal and accounting advice to ensure that any such amendments or changes are properly made and relevant/appropriate to your Club's circumstances. If you require legal advice we can direct you to one of the firms on the LTA’s legal panel. 

2.	The Name Rule 

It is important that the Rules set out the full name of the Club to identify it. It is useful to state its year of formation, to establish identity if another club has used the same name in the past. 

3.	The Definitions Rule 

It is helpful to define the words which are used throughout the Rules so that it is clear precisely what is meant each time the word is used. 

The list of definitions set out in the sample definitions Rule is by no means exhaustive. There may be other words which need to be included within your Rules and defined appropriately.

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4.	The Objects Rule 

This Rule sets out the purposes for which the Club is established and empowers it to carry out those purposes. It is not necessary for the Club to carry out every single purpose all of the time, but the Club must not carry out purposes for which it is not authorised by the objects Rule. It is therefore vital that the objects are drafted as widely as possible. If the Club carried out an activity which it was not empowered to do, whoever had authorised that activity may find themselves personally liable if the Club suffered a loss as a result. This may be the Management Committee as a whole or an individual if the Management Committee had not authorised that individual. 

The sample Rule sets out the suggested objects which every Club should have. It is essential to include the power to become a member of the relevant County Lawn Tennis Association ("CLTA") and, through the CLTA, to be registered as an associate of the Lawn Tennis Association ("LTA") and to make rules and discipline the Club's members and players. It is however the bare minimum and there may be other objects which your Club has. There is no problem with adding additional objects. However, it is advisable to include a sweeper Rule as a final rule enabling the Management Committee to do anything in pursuance of the objects set out in the preceding sub-rules. 

5.	The Application of Surplus Funds Rule 

This Rule is extremely important for VAT and corporation tax purposes. The Rule set out provides that the Club is not for profit which enables a Club to claim the VAT exemption (and, if relevant, mutual trading status). 

In addition, the ability to demonstrate that your club cannot distribute its profits can be important for the purposes of obtaining rate relief and eligibility to receive Lottery funding and grants from other grant making bodies. 

6.	The Membership Rule 

The membership Rule is important because it establishes who the members of the Club are and who are therefore bound by its Rules. It is also important because it establishes the link between the members, the Club, the CLTA and the LTA. 

This Rule must set out clearly who the members of the Club are. A test to establish who the members of the Club are is to ask who is entitled to attend and vote at a general meeting. Those who can attend and vote are full members of the Club. You may have different categories of membership (i.e. some junior non-voting members) and perhaps non-playing members. These different categories of membership need to be set out in this Rule. You may want to provide for an "Associate Membership" category to catch those individuals you do not necessarily want to be full voting members but who you want to be bound by the Rules. 

The membership rule needs to state how somebody or an organisation can become a member. Any qualifications required for membership need to be set out in this Rule. It is important that the Management Committee has the discretion to admit members. 

Following incorporation of the LTA, it is envisaged that each Club will have agreed to the new LTA Rules and LTA Disciplinary Code with effect from 1 October 2011 (through the relevant CLTA). Each Club should include provisions in its constitution which seek to ensure that all of its members agree to, and that the LTA can enforce, the new LTA Rules and the LTA Disciplinary Code. This Rule should also give the Club the right to impose any sanction, including termination of membership, against any member that does not comply with the LTA Rules or the LTA Disciplinary Code. 

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Set out in sample Rule 5 is a model membership rule which provides two alternatives in relation to the number of members either that the number of members is unlimited or it is limited. However, please note that in order for a Club to be registered under the Licensing Act 2003 there must be not less than 25 members. .

Under the Licensing Act 2003 a Club seeking a Club Premises Certificate must ensure that there are two days between application for membership and admission to the privileges of membership. Wording to this effect is included as an option at Sample Rule 5.2. If your club operates a nomination system, this Rule would need to be amended to reflect this and the Rules must provide that there are two days between nomination and admission to the privileges of membership.

7.	Entrance Fee and Subscriptions 

There is no reason for subscription or entrance fees to be set by the members at the AGM each year. Indeed this could be a disadvantage. Instead you may find it helpful if the Management Committee is responsible for setting the entrance fees and subscriptions as that body is responsible for the administration and finances of the Club. It may be that in any given year the Management Committee needs to raise a higher fee to cover unforeseen costs. If subscriptions and entrance fees are set by the Management Committee this would mean that the Management Committee need not wait until the next annual general meeting to raise the fees. It would also mean that the members could not veto a change in level which the Management Committee thought was appropriate, perhaps to keep the Club afloat. The Rules could also allow some flexibility in relation to what time each year the subscription and entrance fees are demanded to enable the Management Committee to change this from time to time. 

If certain types of member do not pay their subscriptions or entrance fees this also needs to be made clear. 

The Rule provides that no candidate elected to membership shall be entitled to the privileges of membership until he has paid the entrance fee (if any) and his first annual subscription. 

The Rule also needs to provide for membership to cease in the event of non-payment of the annual subscription. There can be a period during which the Management Committee exercise their discretion to allow a member to remain but this must be clearly stated and a cut-off point inserted. You need to decide how long after the subscription has not been paid the deemed withdrawal from membership takes place. You should note that withdrawal from membership does mean that the member's entitlement to any benefits provided as a result of membership of the Club (for example insurance cover) ceases. 

8.	Resignation 

It is useful specifically to provide a mechanism by which a member may resign. 

9.	Expulsion 

It is extremely helpful if the circumstances in which membership can be refused or a member can be expelled from the Club are set out in the Rules. Unless the Club has a Rule allowing expulsion, a member cannot be expelled. Any expulsion must be carried out in accordance with the rules of natural justice. The sample Rule sets out a basic procedure for expulsion. It is important (from the point of view of fairness) that a member whom the Management Committee wants to expel has the opportunity to appear and answer the complaints against him. 

You will need to decide whether you would like to have the right to exclude a member from the Club's premises until his expulsion has been considered by the Management Committee. 

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10.	Effect of Resignation or Expulsion 

This Rule makes it clear that when a person ceases to be a member he forfeits all right to and claims upon the Club, its property and funds. An alternative Rule is provided, should you wish to give the Management Committee discretion regarding resigning members. 

11.	Management Committee 

The Rules need to state clearly who comprises the Management Committee or other body that manages the Club and explain clearly how that body is appointed. It should also make clear that the Management Committee may exercise all the powers of the Club in managing the Club. 

As noted above, it is envisaged that following incorporation of the LTA each Club will have agreed to the new LTA Rules and Disciplinary Code with effect from 1 October 2011. Each Club should include a provision in its constitution which seeks to ensure that all members of its Management Committee agree to the new LTA Rules and LTA Disciplinary Code. 

The sample Rule is fairly lengthy and sets out various suggested alternatives. It envisages there being elections for posts on the Management Committee. You will need to consider whether or not this is appropriate for your Club and, if it is, to ensure that your Rule describes how your election process operates. There are many variations as to how this works and your Club is likely to have its own custom and practice which you will need to reflect in your Rules. 

If your Club is a Licensed Club, the purchase and supply of alcohol must be managed by a committee whose members are elected by Members of the Club and are all over 18 years of age. Practically speaking, it may make sense for the Management Committee to deal with this and therefore it is essential for there to be elections for all members of the Management Committee. 

Essentially the matters set out below need to be set out in the Rule: 

Who is on the Management Committee (e.g. named positions plus other elected representatives); 
How each type of Management Committee member is appointed and who is entitled to nominate and vote for them. For example, you may have some members appointed by the Management Committee itself, some appointed by type of office held or some elected by AGM. If particular officers (e.g. your President, Chairman, Vice-Chairman, Treasurer or Secretary, etc) are elected/appointed in a particular way this should be clearly set out. For Licensed Clubs, if your Management Committee is to manage the licensable activities of the Club, all of its members will need to be elected by the members; 

How long each type of Management Committee member is appointed for and whether on completion of the term of office they are eligible for re-election; 
Any power for the Management Committee to co-opt further members (if necessary). Power for the Management Committee to fill a casual vacancy; 
Power for the Management Committee to delegate any of its powers; and 
An obligation for persons becoming members of the Management Committee to declare potential conflicts of interest. 

The Rule also needs to set out the circumstances in which a Management Committee member must vacate office. There are certain circumstances in which you may like to consider forcing a Management Committee member to vacate office, for example his becoming bankrupt, his suffering from mental disorder, his resigning, his being absent from a certain number of meetings, his being suspended by the CLTA or the LTA or simply providing for the member serving a maximum length of time.

Under existing Age Discrimination legislation (and when the Equality Act 2010 provisions relating to age come into force) a retirement age is unlikely to be lawful so is best avoided. If you wish to include one you should take specific legal advice on this point.

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Some Clubs will have certain positions which are described as "officers". There is no particular need to refer to "officers" in the Rules but if the Club does, the term should be defined and the Rules should specifically state who the "officers" are and the term should be referred to consistently throughout the Rules.

It can also be helpful for the Management Committee to have the power to request one of their number to resign (in circumstances where perhaps the Management Committee member is under suspicion of some sort of offence).

12.	Proceedings of the Management Committee 

This sample Rule is intended to set out how the meetings of the Management Committee proceed. You may have standing orders dealing with this and that is perfectly acceptable. It is however important that the matters set out below are dealt with in the Rules. 

Power to appoint sub-committees - a general Rule (such as sample Rule 10.4) is recommended rather than an overly-prescriptive rule setting out details of the existing committees); 
Appointing and determining the terms and conditions of service of employees; Appointment of Trustees; and 

Management Committee members' indemnity. 

It is important that Trustees are appointed because an unincorporated association is not a legal person in its own right and therefore cannot hold property (i.e. freeholds, leaseholds and investments). The Club cannot therefore be named as the leaseholder or freeholder of any property. The Trustees must be named as the leaseholder or freeholder and it is good practice in any document which they sign to state that they are holding the property on trust for the Club. The Trustees are necessary to hold the Club's assets on behalf of its members. When a Trustee dies or resigns, a new Trustee needs to be appointed and the property transferred to the new Trustees. It is helpful if the Rules provide for the appointment of any new Trustees.

The Model Rules provide two alternatives either for the Trustees to be appointed by the members in general meeting or by the Chairman following selection by the Management Committee. It is also important to remember that any property must be transferred into or lease assigned into the names of the new Trustees as soon as possible after their appointment. The advantage of the Chairman executing a deed to appoint the new Trustee(s) (Sample Rule 10.6) is that this operates to vest the property of the Club capable of passing under Section 40 of the Trustee Act 1925 in the new Trustee(s) and no further documents need be signed to affect the transfer.

It is also extremely important that the Management Committee members are indemnified because the Club cannot be sued in its own name. Therefore if a third party did want to sue they may sue the Chairman and Secretary or other named Committee Members on behalf of the Club or the person or persons who signed the contract or undertook the responsibility. It is important that any individual member of the Management Committee only enters into contracts or undertakes obligations that the Club can honour and that prior to signing any contracts, the Management Committee has authorised that individual to sign. If the Rules provide for the Management Committee members to be indemnified out of the Club's assets then the individuals may be reimbursed. However, if the assets of the Club are insufficient to meet any such liability the Management Committee members may be personally liable for any additional liability.

Each Club will have to decide quite how wide the indemnity should be. The Sample Rule 10.8 sets out two alternatives. The first is designed primarily to reimburse Management Committee members. It only covers expenses and other liabilities which have been "properly incurred by them" in the management of the affairs of the Club. If the Management Committee member has committed a wrongful act or been reckless or negligent, they may not be covered by the indemnity.

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The second alternative is much wider and covers everything done in good faith by a Management Committee member in relation to the Club and is usually more appropriate where the officers are volunteers.

Great care needs to be taken if the Club employs anyone or proposes to employ anyone. This is because the recruitment and employment of employees is becoming more and more regulated. Damages for sexual, racial and disability discrimination are potentially unlimited. Compensation is also payable for unfair dismissal and redundancy. A Management Committee member may in certain circumstances find himself personally liable if he were to breach such legislation. If any individual member of the Management Committee is proposing to recruit an employee or end an employee's employment, that individual must ensure that they are properly authorised by the Management Committee to do so.

Clubs can in certain circumstances be exempted from having to charge VAT in relation to certain sports supplies (typically members' subscriptions and playing fees). It is important for the Management Committee to note that in order for the Club to benefit from the VAT exemption, there are certain prohibitions on payments to officers. Briefly, an officer (or someone connected with him) may not be paid a salary calculated by reference to the Club's gross profits or gross income. This does not prevent the payment of honoraria to officers so long as the amount of the honoraria is not calculated by reference to gross profits or gross income. Also, a Club may not purchase certain goods or services (purchase of sports land, management/administration services relating to Club facilities or goods/services for more than the normal market price) from an officer, shadow officer or connected person.

It is important to note that claiming the exemption in relation to members subscriptions and certain other members' payments such as playing fees does NOT exempt the Club from charging VAT altogether. Bar and other sales are still subject to VAT (unless the Club's income from taxable supplies is less than the VAT threshold applying to all businesses).

13.	Annual General Meeting 

Every Club should have an annual general meeting. The sample Rule sets out the business which needs to be transacted at annual general meetings. However, there may be other business which the Club usually transacts at annual general meetings and you should set this out. It is also important to set out the time by which a member must have given the Secretary notice of any resolution the member wishes the meeting to consider. 

14.	Extraordinary General Meeting 

It is important that there is a Rule which provides for the possibility for extraordinary general meetings to be held between annual general meetings. This is so that matters requiring members' consent may be dealt with as and when the need arises. It is important that you identify matters which require members' approval (e.g. alterations of rules, approval of borrowing money in excess of a certain figure). However it is also important for the efficient running of the Club, that the Management Committee have the power to make regulations (without the need for members' approval) in relation to disciplinary procedures and other management matters (see section on regulations and standing orders below). 

15.	Procedures at the annual and extraordinary general meetings 

It is helpful for the Rules to set out the procedures for calling, holding and voting at general meetings. You will need to amend the sample Rule to reflect your customs and practices (for example your Junior or other categories of members may be entitled to attend meetings but not vote at them). There must be a quorum (i.e. minimum number) of members to transact business at any meeting. A quorum of 10 per cent of your members would be usual. However it is probably best to have a fixed number. This number should be a realistic number as the meeting cannot proceed to business if the quorum is not present but should be large enough to 

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stop the Club being run by a small minority.

A resolution is only "passed" where a majority votes in its favour. It is therefore "not carried" or "lost" if not passed positively. Where voting is in connection with an election of a person (for example to the Management Committee or as an officer), it is helpful if the Rules state how a tie is dealt with. This could be by lot (see Model Rule 9.6), by decision of the other Committee Members or by casting vote of the Chairman (the latter two options being less desirable in an election situation).

16.	Purchase and Supply of Liquor and Commission 

These Rules are only necessary if your Club is a Licensed Club under the Licensing Act 2003. Please note that Sample Rule 15 does not operate to prevent bar staff receiving payment for their services. 

17.	Guests 

The Licensing Act 2003 permits a Licensed Club to sell intoxicating liquor to non-members who are guests of the Club's Members or are "associate members" (or their guests). In simplistic terms, to be an associate member for the purposes of the Act, the person must be a member of another club which would also qualify for a Club Premises Licence (a "recognised club"). 

Sample Rule 16.1 provides that players and spectators etc attending the Club's premises are guests of the Management Committee. This should mean that such people will qualify as 'guests' for the purposes of the Licensing Act 2003 and can therefore purchase alcohol in accordance with the conditions of a Club Premises Certificate. This will be useful for larger clubs who may attract spectators who are not simply friends and family of Club Members or may attract clubs visiting from abroad. It is however still advisable that the names of all such people are recorded. 

You may have additional provisions in relation to guests that need to be inserted into this Rule. 

18.	Opening of Club Premises 

This Rule is self explanatory. 

19.	Permitted Hours 

This Rule is only necessary if your Club is a Licensed Club and will be dictated by your Club Premises Certificate or your Premises Licence, as appropriate. 

20.	Alteration of the Rules 

It is absolutely essential for the Club to have the power to amend the Rules. You will need to decide by what majority an amendment to the Rules can be passed. A majority of two thirds or three quarters of those members present and voting at the general meeting at which the Rule change is proposed is recommended. "Present and voting" means that when counting the votes, those members who are abstaining do not count in the total number of members for the purposes of calculating whether a resolution has been passed. (For example where a resolution has to be passed by a two-thirds majority and at a meeting there are 100 members of whom 10 abstained, 61 voted in favour and 29 against, the resolution will be carried as the total number of members present and voting is 90.) If there is no Rule dealing with alteration of the Rules, technically, every single member of the Club would have to vote in favour of the alteration. 

If your Club is a Licensed Club, any alteration of the Rules needs to be notified to the relevant Licensing Authority within 28 days of the change. Although not a legal requirement, it is also best practice to inform the Chief Officer of the police of any such changes. 

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21.	Regulations and Standing Orders 

It is important for there to be a power in the Rules to allow the Management Committee to make regulations and standing orders otherwise those regulations and standing orders are not valid. It is a great advantage if the Management Committee has power to amend these regulations and standing orders as then, a special majority of the members will not be required to change them. This is particularly the case in relation to regulations for the Club's disciplinary procedures which the Management Committee may want to change from time to time. 

It will be for each Club to decide whether something is called a "regulation" or "standing order". Generally the word "regulation" would be used to describe particular rules which the members were obliged to follow, such as disciplinary rules and procedures. "Standing Orders" is a phrase generally given to particular rules for the conduct of meetings. 

22.	Finance/Accounting 

It is important to provide in the Rules how the assets of the Club will be dealt with. Full accounts of the Club's finances should be prepared each year. As the Club is an unincorporated association, the accounts are only prepared for the members and need not be filed anywhere where they can be publicly inspected. They may however be requested by the local authority, the LTA or other bodies in connection with rating relief or grant applications. 

It is up to each Club to decide to what extent it would like its accounts audited. There is no requirement in law for the accounts to be audited by an independent auditor unless the Club's Rules provide for this. However as the Club collects money from, and spends it on behalf of, the members, those members may like the comfort of knowing that the accounts will be independently audited. 

An alternative would be to provide that a report on the accounts should be prepared by an auditor or independent examiner. This is likely to involve less cost for the Club. It will be for each Club to weigh up the cost of an audit with the comfort it may give to the members and, perhaps more importantly, it’s Management Committee. The alternatives are set out at Sample Rule 22.6. 

It is also recommended that each Club should adopt the same year end as the LTA (30 September). 

23.	Borrowing 

Unless there is power in the Rules allowing the Club to borrow, the Club may not borrow money. It will be for each Club to determine how much the Management Committee may borrow without needing the members' approval at a general meeting. This will depend on a number of factors such as the extent of the Club's assets. Essentially it will be a balance between practicality and control of the Club's finances. 

There are two alternative rules at Sample Rule 23.2 relating to the ability of the Management Committee to secure any borrowing by way of charge or mortgage over the Club's property. The first alternative allows the Management Committee to do this in any event. The second provides that the grant of any such security must be approved by the Club in general meeting. 

24.	Property 

As previously mentioned the Club is not a legal person in its own right and cannot hold property in its own name. Therefore individuals need to hold the property on trust for the members of the Club. These individuals are called Trustees. 

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The sample Rule includes two alternative types of indemnity for the Trustees. The first indemnifies the Trustees in respect of expenses and liabilities properly incurred by them in the exercise of their duties. The second is wider. Each Club will have to decide which type of indemnity it prefers. It is very important for an indemnity to be included, as the Trustees are the persons likely to be sued if the Club breaches the terms of any lease entered into or if any person wishes to sue because of an accident at the property. Clubs are advised to take out insurance in respect of the indemnity provided.

25.	Notice 

It is useful for the Rules to contain express provisions governing the provision of notice. 

26.	Dissolution 

It is important to have in the Rules the power to dissolve and to set out the procedure for dissolution. It is entirely for each Club to decide upon the majority required to pass a resolution to dissolve the Club. If it is not so set out the Club could only be dissolved by the Court, by spontaneous dissolution (i.e. all its activities having ceased) or by agreement of all the members of the Club. 

It is also important that the Rules make provision for what happens to any surplus moneys on a winding-up. In making such provision, it must be ascertained whether or not the Club carries on a trade as this will be relevant to the drafting of the dissolution clause. Profits/surpluses are not necessarily liable to Corporation Tax. A club that exists to provide social or recreational activities for its members is unlikely to be trading. If no trade is being carried out the Rules can provide that on dissolution any surplus can be distributed either to the members or to a non-profit making sports club, organisation or charity (as the Club decides). The Sample Rule provides that the surplus will be distributed to another non-profit making tennis club, voluntary organisation with similar objects or registered charity for tennis. 

However, if the Club is trading it may want to claim the benefit of mutual trading status so that the income received from trading with its members will be exempt from payment of corporation tax. To benefit from mutual trading status the surplus moneys must go to the members on winding-up. Such a provision does not affect the Club’s ability to claim the VAT exemption. (The members may however decide, by passing a resolution at the time of the dissolution, to pass the money to a third party such as another sports club or organisation or a local charity which must also be non-profit making.) A Club may need to take tax advice on its position. 

Any rules allowing distribution to members on a dissolution should however be balanced against the disadvantage that, if the Rules provide for distribution on a winding up to be shared equally amongst the Members, this may involve difficulty in the Club obtaining rating relief and some types of grant (including grants from the LTA). 

27.	General 

The Sample Rules provided are intended to be flexible and not overly prescriptive. The advantage of flexibility is that the Rules may not need to be changed each time a small change is required to the way the Club carries out its work in practice. You should ensure that you obtain legal advice before adopting the Sample Rules. 

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SAMPLE RULES FOR UNINCORPORATED LAWN TENNIS CLUBS

(WHICH DO NOT WISH TO REGISTER AS

COMMUNITY AMATEUR SPORTS CLUBS)

LAWN TENNIS CLUB

SAMPLE RULES (UNINCORPORATED CLUB)

1.	Name 

The Club, established in [  ], is called [	] Lawn Tennis Club ("the Club").

2.	Definitions 

2.1	"the Chairman"	means the person [elected] [ appointed] from time to time to be the	
	chairman of the Club in accordance with Rule 9;		
	"the CLTA" means [	] County	Lawn Tennis Association;	

“the Game” means the game of tennis;

"the [Honorary] Secretary" means the person [elected] [appointed] from time to time to be the [honorary] secretary of the Club in accordance with Rule 9;

"the [Honorary] Treasurer" means the person [elected] [appointed] from time to time to be the [honorary] treasurer of the Club in accordance with Rule 9;

“the LTA” means the Lawn Tennis Association (the governing body of tennis within Great Britain, the Channel Islands and the Isle of Man) of The National Tennis Centre, 100 Priory Lane, Roehampton, London SW15 5JQ and its subsidiaries or such successor entity or entities as become(s) the governing body of the game of tennis within Great Britain, the Channel Islands and the Isle of Man from time to time;

“the LTA Disciplinary Code” means the disciplinary code of the LTA in force from time to time;

“the LTA Rules” means the rules of the LTA as in force from time to time;

["the Officers" means [	];]

[NB: there is only a need to define "Officers" if that term is used in the Club's Rules]

"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] [appointed] from time to time to be the president of the Club in accordance with Rule 9; and

"the Trustees" means the persons appointed from time to time to be the trustees of the Club in accordance with Rule 10.6.

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2.2	Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include bodies corporate (however incorporated) and unincorporated, including unincorporated associations of persons and partnerships. 

3.	Objects 

The objects of the Club are: 

(a)	to provide tennis, social and other activities and generally to encourage and facilitate the playing of tennis; 

(b) to provide and maintain Club premises at [	];

(c)	to promote, improve, develop and support the interests of tennis; 

(d)	to such other benefits to its members as if shall think fit; 

[Delete any of the following which do not apply to your Club and insert any additional applicable objects]

(e)	to take and retain a membership of the CLTA (and by doing so become and remain registered as an associate of the LTA) and to comply with and uphold the Rules and Regulations of the CLTA as amended from time to time and the LTA Rules and the LTA Disciplinary Code and the rules and regulations of any body to which the LTA is registered or affiliated; 

(f)	to acquire, establish, own, operate and turn to account in any way [for the members' benefit] the tennis court facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable; 

(g)	subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider jurisdiction, to make rules, regulations, bye-laws and standing orders concerning the operation of the Club Including without limitation regulations concerning disciplinary procedures that may be taken against the Members; 

(h)	subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider jurisdiction, to discipline the Members where permitted by its Rules/Regulations and to refer its Members to be disciplined by the LTA or the CLTA (as appropriate); 

[(i)	to make donations or offer support to lawn tennis clubs which are charities or community amateur sports clubs;]

(j)	to do all such other things as the Management Committee thinks fit to further the interests of the Club, to advance and safeguard the interests of the Game, to promote increases in participation at all levels of the Game or to as are otherwise incidental or conducive to the attainment of all or any of the objects stated in this Rule 3. 

4.	Application of Surplus Funds 

4.1	The Club is a non-profit-making organisation. Subject to Rule 26.3, the income and property of the Club shall be applied solely towards promoting the Club's facilities and in furtherance of the Club's objects as set forth in these Rules no portion thereof shall be paid or transferred, directly or indirectly, to the Members of the Club. 

4.2	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 

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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 

5.1.1	Persons of either sex are eligible for [full] 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. 

5.1.2	Persons below the age of 18 may be elected as Junior Members without the right to hold office or vote at general meetings. 

5.1.3	[The number of Members is unlimited.] [The number of Members is limited to [   ].

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] 

[(Include for Licensed Clubs and clubs which may wish to be licensed in the future.)] 

5.3	Conditions of membership 

5.3.1	Each member (of each class) agrees as a condition of membership: 

(A)	to be bound by and subject to these rules and the rules and regulations of the relevant CLTA (as in force from time to time); and 

(B)	to be bound by and subject to the LTA Rules and the LTA Disciplinary Code. 

5.3.2	Rule 5.3.1 confers a benefit on the LTA and, subject to the remaining provisions of this rule, is intended to be enforceable by the LTA by virtue of the Contracts (Rights of Third Parties) Act 1999. For the avoidance of doubt, the members do not intend that any term of these rules, apart from Rule 5.3, should be enforceable, by virtue of the Contracts (Rights of Third Parties) Act 1999, by any person who is not a party to these rules. 

5.3.3	The Management Committee may subject to Clause 7 terminate the membership of any person, or impose any other sanction it determines to be appropriate, in connection with the breach of any condition of membership set out in this rule. 

5.4	Classes of Members 

5.4.1	There shall be the following classes of members for the Club: Full Member 

[Non-Playing Member] [Junior Member] 

[Other e.g. Student, Unemployed, Weekly] 

5.4.2	Only Full Members shall be entitled to receive notice of, attend and vote at general meetings. A Member other than a Full Member shall be entitled to all the other privileges 

3

of membership relevant to this class of membership but shall not have the right to receive notice of, attend and vote at general meetings.

5.5	Subscriptions 

5.5.1	The entrance fee and annual subscription for each type of Member shall be determined from time to time by the Management Committee. 

5.5.2	The Members shall pay any entrance fee and annual subscription fees set by the Management Committee from time to time. 

5.5.3	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. 

5.5.4	Any Member whose entrance fee or subscription is [not paid by such date as the Management Committee shall decide each year] more than [three months] [one year] [insert other time limit] in arrears] shall be deemed to have resigned his membership of the Club. 

6.	Resignation 

A Member may withdraw from membership of the Club on [state how much notice] 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 these Rules. 

7.	Expulsion 

7.1	Subject to the remaining provisions of this rule, the Management Committee shall have power to refuse membership or expel a Member if it in its sole discretion determines that it would be in the interests of the Game or of the Club to do so. 

7.2	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. 

7.3	The Member shall be given an opportunity to appear before the Management Committee to answer complaints made against him. The member must not be expelled unless at least [two-thirds] of the Management Committee then present vote in favour of his expulsion. 

[7.4 The Management Committee may exclude the Member from the Club's premises until the meeting considering his expulsion has been held. For the avoidance of doubt, the member shall be entitled to attend that meeting for the purpose of making his representations.]

7.5	The Member may appeal against the Management Committee's decision by notifying the Management Committee who shall put the matter to the Club's members in general meeting and decided by a majority vote of members present and voting at such meeting. 

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. 

[The Management Committee may refund an appropriate part of a resigning Member's subscription if it considers it appropriate taking account of all the circumstances.] 

9.	The Management Committee 

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(NB: If your Club is a Licensed Club and the Management Committee manages the licensable activities of the Club, i.e. you don’t have a separate elected committee to deal with this, all members of the Management Committee, including Officers, must be elected. For this reason the Rules marked with an "*" below can not be adopted by such Clubs.)

9.1.	The Club shall be managed by a Management Committee consisting of: 

(a)	[the President;] 

(b)	[the Chairman;] 

(c)	[the Vice-Chairman;] 

(d)	[the [Honorary] Secretary;] 

(e)	[the [Honorary] Treasurer;] 

(f)	no more than [ ] other Members elected annually at the annual general meeting. The members of the Management Committee may exercise all of the powers of the Club for the purposes of the management of the Club.

9.2	The Club agrees that each member of the Management Committee will be required, as a condition of election or appointment, to agree to be bound by and subject to these rules, the rules and regulations of the relevant CLTA and the LTA Rules and the LTA Disciplinary Code, such agreement to contain an express acknowledgement that the Contracts (Rights of Third Parties) Act 1999 applies and that the LTA and the Club can enforce any breach at its option and in its sole discretion. 

9.3	The members of the Management Committee may delegate any of the powers that are conferred on them by these rules to such person, or committee, by such means (including power of attorney), to such extent, in relation to such matters and on such terms and conditions as they think fit. If the members of the Management Committee specify, any such delegation may authorize further delegation of members’ powers. The members of the Management Committee may revoke any delegation or alter its terms and conditions. 

EITHER 

9.4	[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.] 

OR

9.4	[The [[Honorary] Secretary] shall send to the Members each year a nomination form for the election of members of the Management Committee in the place of those retiring. Those persons proposed to be nominated as members of the Management Committee to fill any vacancies that have arisen must be nominated by [set out who can nominate] [any two Full Members] on the form prescribed by the Management Committee and must be submitted to the [Honorary] Secretary by such date as the Management Committee shall prescribe each year [and must be signed by [set out who must sign the form]]. [No Member may nominate more than one candidate for any one vacancy.]] 

[Rule 9.4 must also state how the Officer posts are elected - query whether the Members elect the Management Committee and then they decide once elected who shall fill the officer posts?] 

9.5	Any person nominated as a member of the Management Committee must be a Full Member [of 
not less than [[    ] years'] standing]. [Note: a minimum period of membership is optional.

There is no need for a Committee Member to have been a Club Member for a minimum

5

period. Some clubs may feel this is desirable though it may of course preclude a suitable person with willingness and expertise joining the Committee.]

9.6	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 . [Note: if the Club allows the members to veto an election rather than allowing individuals to be elected unopposed, Rule 9.6 should not be included.] 

EITHER 

(Include following provision where all Members of Management Committee are elected annually) 

9.7	[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 may be).] 

OR 

(Include the following alternative provision where members of Management Committee retire by rotation)
9.7	[The Management Committee members shall be proposed, seconded and elected by ballot at the annual general meeting. Election to the Management Committee shall be for three years. One-third, or if their number is not three or a multiple of three, the number nearest to one-third of the members of the Management Committee appointed under paragraph [(f)] of Rule 9.1 shall retire annually but [shall be eligible for re-election (or) shall not be eligible for re-election until the next annual general meeting]. The members so retiring being those who have been longest in office. As between those who have served for an equal length of time, the member to retire shall (unless they otherwise agree) be determined by lot.] 

9.8	In addition to the members elected or appointed in accordance with this Rule 9, the Management Committee may co-opt up to [state number] further Members who shall serve until the next annual general meeting. Co-opted members shall be entitled to vote at the meetings of the Management Committee.] 

[*9.9 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.]

9.10	Retiring members of the Management Committee may be re-elected. 

9.11	[A member of the Management Committee shall be deemed to have vacated office if: [you may want to include some or all of these.] 

(a)	he becomes bankrupt or makes any arrangement or composition with his creditors generally; or 

(b)	a registered medical practitioner who is treating that person gives a written opinion to the Management Committee stating that that person has become physically or mentally incapable of acting as a member of the Management Committee and may remain so for more than three months; or 

(c)	by reason of that person’s mental health, a court makes an order which wholly or partly 

6

prevents that person from personally exercising any powers or rights which that person would otherwise have; or

(d)	he resigns his office by notice to the Club; or 

(e)	he shall without sufficient reason for more than [three] consecutive meetings of the Management Committee have been absent without permission of the Management Committee and the Management Committee resolves that his office be vacated; or 

(f)	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 

(g)	he is requested to resign by [all] [not less than two-thirds of] the other Management Committee members acting together.] 

9.12	Any person accepting election or nomination to the Management Committee who has any financial interest in the Game must, before such election or nomination, state in writing to the Club all such interests. Failure to do so will lead to automatic disqualification from Management Committee membership. The Management Committee has the right to veto such an election if, in its opinion, it is not in the best interests of the Club. 

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 less than [	] meetings each year. The quorum for such	
meetings shall be [	]. 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 [ ] days' notice of a meeting.

10.2	[The [Chairman] [state who else if not 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] [state who else if not 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. 

10.3	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. 

10.4	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 of the Management Committee as the Management Committee may determine. All sub-committees shall periodically report their proceedings to the Management Committee and shall conduct their business in accordance with the directions of the Management Committee. 

10.5	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 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. 

EITHER 

10.6.1	[The Trustees of the Club shall be appointed from time to time as necessary by the Club in general meeting from among the Members who are willing to be so appointed. A 

7

Trustee shall hold office during his life, or until he shall resign by notice in writing given to the Management Committee or until a resolution removing him from office shall be passed at a general meeting by a majority comprising [two-thirds] of the Members present and voting.

10.6.2	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, and 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.] 

OR

10.6	[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.] 

10.7	The number of Trustees shall not be more than [four] or less than two. 

EITHER 

10.8	[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.] 

OR

10.8	[Every member of the Management Committee, employee or agent of the Club shall be indemnified by the Club and the Management Committee shall pay all costs, losses and expenses which any such member of the Management Committee, employee or agent may incur or for which he may become liable by reason of any contract entered into or act or thing done by him in good faith as such member of the Management Committee, employee or agent in accordance with the instructions of the Management Committee or of a general meeting of the Club or otherwise in the discharge of his duties. The Management Committee may give to any member of the Management Committee, employee or agent of the Club who has incurred or may be about to incur any liability at the request of or for the benefit of the Club such security by way of indemnity as may seem expedient.] 

10.9	Any member of the Management Committee may participate in a meeting of the Management Committee by way of video conferencing or conference telephone or similar equipment which allows every person participating to hear and speak to one another throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in the quorum and be entitled to vote. Such a meeting shall be deemed 

8

to take place where the largest group of those participating is assembled or, if there is no such group, where the chairman of the meeting is. [You may or may not want to include this provision for Management Committee meetings to be held on the telephone]]

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: 

(a)	to receive the [Chairman's] report of the activities of the Club during the previous year; 

(b)	to receive and consider the accounts of the Club for the previous year, [the auditor's report on the accounts and] the [Honorary] Treasurer's report as to the financial position of the Club; 

(c)	[to remove and elect the auditor or confirm that he remain in office]; 

(d)	[to elect the [Officers and other] members of the Management Committee]; 

(e)	to decide on any resolution which may be duly submitted in accordance with Rule 11.2 below; 

(f)	to deal with any other matters which the Management Committee desires to bring before the membership. 

11.2	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. 

11.3	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 less than [insert number][The number should be large enough to ensure that a meeting is not called on an inconvenient date of time by a few individuals to get something controversial passed] Members stating the purposes for which the meeting is required and the resolutions proposed. If an extraordinary general meeting is called after receipt of a Members’ requisition the only business to be transacted at that meeting shall be the resolutions proposed in the requisition. If a Members’ requisitioned meeting is not called before the expiry of a period of 21 days commencing on the date of the request, the Members requisitioning the meeting may call the meeting at any time before the expiry of two months commencing on the date of that request. 

13.	Procedures at the annual and extraordinary general meetings 

13.1	The [Honorary] Secretary shall send to each Member at his last known address written notice of the date, time and place of the general meeting together with the resolutions to be proposed and, in the case of an annual general meeting, the names of the persons proposed to be elected as members of the Management Committee for the ensuing year at least [21] days before the meeting. The accidental failure to give notice to any person entitled to notice, or the accidental omission of any such details in any notice, shall not invalidate the proceedings at the meeting. 

13.2	The quorum for the annual and extraordinary general meetings shall be [ ] Members [or one-tenth of the membership of the Club (whichever is the greater number)]. No business other than the appointment of the chairman of the meeting shall be transacted at the general meeting if the persons attending it do not constitute a quorum. [It will probably be better to have a set number as membership may fluctuate and no doubt very few Members attend AGMs or

9

EGMs. The number should be small enough to ensure that business can be transacted at the general meeting but large enough to ensure that a meeting is not called at an antisocial time by a few individuals to get something controversial passed.]

13.3	The [Chairman] [state who else if not the Chairman e.g. the President] 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. 

13.4	If the persons attending an annual or extraordinary general meeting do not constitute a quorum within half an hour of the time at which the meeting was due to start, or if during a meeting, a quorum ceases to be present, the chairman of the meeting must adjourn it. The chairman of the meeting must adjourn the meeting if directed to do so by the meeting. When adjourning an annual or extraordinary general meeting the chairman of the meeting must specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the members of the Management Committee. The chairman must have regard to any directions as to the time and place of any adjournment which have been given by the meeting. If the continuation of an adjourned annual or extraordinary general meeting is to take place more than 14 days after it was adjourned the Association must give at least 7 days notice to the persons to whom notice of the Association’s meetings is required to be given in accordance with rule 13.1. No business can be transacted at adjourned annual or extraordinary general meetings which could not properly have been transacted at the meeting if the adjournment had not taken place. 

13.5	Members of the Management Committee may attend and speak at annual or extraordinary general meetings, whether or not they are Members. The chairman of the meeting may permit other persons who are not Members to attend and speak at a meeting. 

13.6	Each [Full Member] [Non-Playing Member] [[Other] [Member] present shall have [one] vote and resolutions shall be passed by a simple majority of those Members present and voting. [Does each Member have a vote? Do some Members not have a vote? Do some Members have more votes than others? Ensure this rule refers to those Members entitled to vote. See page 11 for an explanation of "present and voting"] [In the event of an equality of votes the chairman of the meeting shall have a casting or additional vote.] 

13.7	No objection may be raised as to the qualification of any person voting at a meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. Any such objection must be referred to the chairman of the meeting. 

13.8	The [Honorary] Secretary, or in his absence a member of the Management Committee, shall take minutes at annual and extraordinary general meetings. 

13.9	[Include only if Rule 2 has provided for corporate membership.] [Any Member not being an individual may by resolution of its board of management authorise such person as it thinks fit to act as its representative at general meetings. A person so authorised is entitled to exercise the same powers on behalf of the Member as that Member could exercise as if it was an individual Member.] 

13.10	[There shall be no right for a Member to vote by proxy. No person may represent more than one Member.] 

Clauses 14 and 15 need only be included if your Club is a Licensed Club. 

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14.	Purchase and supply of liquor 

14.1	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)] [a sub-committee of not less than (state number, recommended to be not less than four) Members being Members over the age of 18 and elected for that purpose by the Members]. 

14.2	If any member of the sub-committee for any reason ceases to be a Member , he automatically ceases to be a member of the sub-committee, and another member of the Management Committee must be appointed in his place. 

14.3	The sub-committee must not in any way be restricted in freedom of purchase.] 

15.	Commission 

15.1	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. 

15.2	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. 

16.4	No one may be admitted as a guest on more than [four] occasions in any calendar year.] 

17.	Opening of Club premises 

The Club is open between (hour) and (hour) on each day or at such other times or for such other periods as the Management Committee shall decide. 

[For Licensed Clubs only] 

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 rules 

19.[1] These Rules 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 voting [ see page 17 for an explanation of "present and voting"] at the general meeting, the notice of which contains particulars of the proposed alteration or addition.

11

[For Licensed Clubs only]

[19.2 As soon as possible and in any case within 28 days after the making of any alteration or addition to these rules the [Honorary] Secretary must give written notice of the alteration or addition to the proper Licensing Authority [and to the Chief of Police]].

20.	Regulations and Standing Orders 

The Management Committee shall have power to make, repeal and amend such regulations and standing orders as it may from time to time consider necessary for the wellbeing of the Club. Such regulations and standing orders and any repeals or amendments to them shall have effect until set aside by the Management Committee. 

21.	Use of Facilities 

The Club agrees that all unlicensed and unregistered coaches and, so far as reasonably practicable, players and other persons using the facilities of the Club will be required, as a condition of such use, to agree to be bound by and subject to these rules, the rules and regulations of the relevant CLTA, the LTA Rules and the LTA Disciplinary Code, such agreement to contain an express acknowledgement that the Contracts (Rights of Third Parties) Act 1999 applies and that the LTA and the CLTA can enforce any breach at its option and in its sole discretion. 

22.	Finance 

22.1	All moneys payable to the Club shall be received by the person authorised by the Management Committee to receive such moneys and shall be deposited in a bank account in the name of the Club. No sum shall be drawn from that account except by cheque signed by [two] of the [three] signatories who shall be the [Chairman, [Honorary] Secretary and [Honorary] Treasurer] [set out if anybody else is permitted to sign cheques]. Any moneys not required for immediate use may be invested as the Management Committee in its discretion thinks fit. 

22.2	Subject to Rule 26.3, the income and property of the Club shall be applied only in furtherance of the objects of the Club and no part thereof shall be paid by way of bonus, dividend or profit to any Member. 

22.3	The Management Committee shall have power to authorise the payment of remuneration and expenses to any officer, member of the Management Committee, Member or employee of the Club and to any other person or persons for services rendered to the Club. The remuneration of a member of the Management Committee, Member or employee of the Club or other person may take any form and may include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death or sickness or disability benefits to, or in respect of, that person. 

22.4	The Club may pay any reasonable expenses that members of the Management Committee properly incur in connection with their attendance at meetings of the Management Committee or at annual or extraordinary general meetings of the Club or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Club. 

22.5	The financial transactions of the Club shall be recorded in such manner as the Management Committee thinks fit by the [Honorary] Treasurer. 

22.6	Full accounts of the financial affairs of the Club shall be prepared each year. [These accounts shall be duly audited by the auditors.] 

OR 

[A report on these accounts shall be prepared by an [auditor] 

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OR

[independent person].] The accounts must be made available to every Member when notice concerning the annual general meeting is given.

23.	Borrowing 

23.1	The Management Committee may borrow a maximum total amount of [state maximum amount] on behalf of the Club for the purposes of the Club from time to time at its own discretion and with the sanction of a general meeting any further money above that sum. 

[23.2 When so borrowing the Management Committee shall have power to raise in any way any sum or sums of money and to raise and secure the repayment of any sum or sums of money in such manner and on such terms and conditions as it thinks fit, and in particular by mortgage of, or charge upon, or by the issue of debentures charged upon all or any part of the property of the Club.]

OR

[23.2 When so borrowing the Management Committee shall have power to raise in any way any sum or sums of money and to raise the repayment of any sum or sums of money in such manner on such terms and conditions as it thinks fit provided that in the event that the repayment of any sum or sums is to be secured (in particular by mortgage of or charge upon, or by the issue of debentures charged upon all or any part of the property of the Club) the grant of such security must be approved by the Club at a general meeting).]

23.3	The Management Committee shall have no power to pledge the personal liability of any Member for repayment of any sums so borrowed. 

23.4	The Trustees shall, at the discretion of the Management Committee, make such dispositions of the Club's property or any part thereof, and enter into and execute such agreements and instruments in relation thereto, as the Management Committee may deem proper for giving security for such moneys and the interest payable thereon. 

24.	Property 

24.1	The property of the Club, other than cash at the bank, shall be vested in the Trustees. They shall deal with the property as directed by resolution of the Management Committee and entry in the minute book shall be conclusive evidence of such a resolution. 

EITHER 

24.2	[The Trustees shall be entitled to an indemnity out of the property of the Club for all expenses and other liabilities properly incurred by them in the discharge of their duties.] 

OR

24.2	[The Trustees shall be indemnified by the Club and the Management Committee shall pay all costs, losses and expenses which any such Trustee may incur or for which he may become liable by reason of any contract entered into or act or thing done by him in good faith as such Trustee in accordance with the instructions of the Management Committee or of a general meeting of the Club or otherwise in the discharge of his or their duties. The Management Committee may give to any Trustee, who has incurred or may be about to incur any liability, at the request of or for the benefit of the Club such security by way of indemnity as may seem expedient.] 

25.	Notices 

25.1	The Club can send, make available or supply any notice, ballot paper, accounts, document, or 

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other information by personal delivery, by posting it to the intended recipient’s usual address, by sending it or supplying it in electronic form to an address notified by the intended recipient to the Club or by making it available on a website and notifying the intended recipient of its availability in accordance with this rule.

25.2	If any notice or other information is left by the Club at the intended recipient’s usual address, it is treated as being received on the day it was left. 

25.3	If any notice or other information is sent by the Club by post, it is treated as being received the day after it was posted if first class post was used, or 72 hours after it was posted if first class post was not used. In proving that any notice or other information was received, it is sufficient to show that the envelope was properly addressed and put into the postal system with postage paid. 

25.4	If any notice or other information was sent using electronic means, it is treated as being received on the day it was sent. In the case of notices or other information available on a website, the notice or other information is treated as being received on the day on which it was made available on the website or, if later, the day on which the notice of availability is treated as being received by the intended recipient in accordance with this rule. 

26.	Dissolution 

26.1	A resolution to dissolve the Club shall be proposed only at an extraordinary general meeting and shall be passed only if carried by a majority of at least [three-quarters] of the Members present and voting. 

26.2	The dissolution shall take effect from the date of the resolution and the members of the Management Committee shall be responsible for the winding-up of the assets and liabilities of the Club. 

26.3	Any property remaining after the discharge of the debts and liabilities of the Club shall not be paid to or distributed among members of the Club, but shall be given or transferred to another non-profit making tennis club or voluntary organisation having objects similar to those of the Club or to a registered charity for lawn tennis or the LTA for use in community related tennis initiatives 

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