East Kent District Rugby

Development Squad

Constitution

Constitution
Adopted on the 18th March 2009

PART 1

1. Adoption of the Constitution
The association and its property will be administered and managed in
accordance with the provisions in Parts 1 and 2 of this constitution.

2. The Name
The association’s name is
East Kent District Rugby

3. The Objects
•To identify talented rugby players, allowing them to progress along the RFU player pathways via the County programmes
•To provide talent development as well as individual player development.
•To increase the standard of boys rugby whilst providing further promotion of the game.
•To provide planned progressive opportunities at district level appropriate to the level/standard of the athlete.
•To increase and improve the standard of district coaches within the youth game.
•To provide an environment at district level, which supports player development utilising appropriate facilities, competition and training
•To implement appropriate opportunities identified at the county level to develop through programmes and initiatives, e.g. facilities, club development, coach development.
The formation, promotion, development and support of district squads throughout the county therefore play an important role in player development at (U13). U14, U15 and U16 groups.

The district programme will be run in accordance to the RFU laws and offers players opportunities;

4. Application of the Income or property
(1) The income and property of East Kent district rugby shall be applied solely
towards the promotion of the Objects.
(2) A Committee member may pay out of, or be reimbursed from, income
reasonable expenses properly incurred by him or her when acting on behalf of East Kent district rugby.
(3) None of the income or property of East Kent district rugby may be paid or
transferred directly or indirectly by way of dividend bonus or
otherwise by way of profit to any member of East Kent district rugby. This does
not prevent:
(a) a member who is not also a Committee member from receiving reasonable
and proper remuneration for any goods or services supplied to
East Kent district rugby;
(b) a Committee member from:
(i) buying goods or services from East Kent district rugby upon the same
terms as other members or members of the public;
(ii) receiving a benefit from East Kent district rugby in the capacity of a
beneficiary of East Kent district rugby, provided that the Committee members
comply with the provisions of sub clause (6) of this clause,
or as a member of East Kent district rugby and upon the same terms
as other members;
(c) the purchase of indemnity insurance for the Committee members against
any liability that by virtue of any rule of law would otherwise
attach to a Committee member or other officer in respect of any
negligence, default breach of duty or breach of trust of which
he or she may be guilty in relation to East Kent district rugby but
excluding:
(i) fines;
(ii) costs of unsuccessfully defending criminal prosecutions for
offences arising out of the fraud, dishonesty or wilful or
reckless misconduct of the Committee member or other officer;
(iii) liabilities to East Kent district rugby that result from conduct that the
Committee member or other officer knew or ought to have known was
not in the best interests of East Kent district rugby or in respect of
which the person concerned did not care whether that
conduct was in the best interests of East Kent district rugby or not.
(4) No Committee member may be paid or receive any other benefit for being a
Committee member.

(5) A Committee member may:
(a) sell goods, services or any interest in land to East Kent district rugby;
(b) be employed by or receive any remuneration from East Kent district rugby;
(c) receive any other financial benefit from East Kent district rugby,
if :
(d) he or she is not prevented from so doing by sub-clause (4) of
this clause; and
(e) the benefit is permitted by sub-clause (3) of this clause; or
(f) the benefit is authorised by the Committee members in accordance with
the conditions in sub-clause (6) of this clause.
(6) (a) If it is proposed that a Committee member should receive a benefit from
East Kent district rugby that is not already permitted under sub-clause (3)
of this clause, he or she must:
(i) declare his or her interest in the proposal;
(ii) be absent from that part of any meeting at which the
proposal is discussed and take no part in any discussion of
it;
(iii) not be counted in determining whether the meeting is
quorate;
(iv) not vote on the proposal.
(b) In cases covered by sub-clause (5) of this clause, those
Committee members who do not stand to receive the proposed benefit
must be satisfied that it is in the interests of East Kent district rugby to
contract with or employ that Committee member rather than with someone
who is not a Committee member and they must record the reason for their
decision in the minutes. In reaching that decision the Committee members
must balance the advantage of contracting with or employing
a Committee member against the disadvantage of doing so (especially the
loss of the Committee member’s services as a result of dealing with the
Committee member’s conflict of interest).
(c) The Committee members may only authorise a transaction falling within
paragraphs 5(a)–(c) of this clause if the Committee member body comprises
a majority of Committee members who have not received any such benefit.
(d) If the Committee members fail to follow this procedure, the resolution to
confer a benefit upon the Committee member will be void and the Committee member
must repay to East Kent district rugby the value of any benefit received by
the Committee member from East Kent district rugby.

(7) A Committee member must absent himself or herself from any discussions of
the Committee members in which it is possible that a conflict will arise between
his or her duty to act solely in the interests of East Kent district rugby and any
personal interest (including but not limited to any personal
financial interest) and take no part in the voting upon the matter.
(8) In this Clause 4, “Committee member” shall include any person firm or company
connected with the Committee member.

5. Dissolution
(1) If the members resolve to dissolve East Kent district rugby the Committee members will
remain in office as East Kent district rugby Committee members and be responsible for winding
up the affairs of East Kent district rugby in accordance with this clause.
(2) The Committee members must collect in all the assets of East Kent district rugby and must
pay or make provision for all the liabilities of East Kent district rugby.
(3) The Committee members must apply any remaining property or money:
(a) directly for the Objects;
(b) by transfer to any rugby organisations with the same purposes or similar to East Kent district rugby;
(c) in such other manner as the RFU or it’s representative the Kent Rugby Development Officer approve in writing in
advance.
(4) The members may pass a resolution before or at the same time as
the resolution to dissolve East Kent district rugby specifying the manner in
which the Committee members are to apply the remaining property or assets of
East Kent district rugby and the Committee members must comply with the resolution if it is
consistent with paragraphs (a)–(c) inclusive in sub-clause (3)
above.

6. Amendments
(1) East Kent district rugby may amend any provision contained in Part 1 of this
Constitution provided that:
(a) no amendment may be made to alter the Objects if the
change would not be within the reasonable contemplation of
the members of or donors to East Kent district rugby;

(b) any resolution to amend a provision of Part 1 of this
constitution is passed by not less than two thirds of the
members present and voting at a general meeting.
(2) Any provision contained in Part 2 of this constitution may be
amended, provided that any such amendment is made by
resolution passed by a simple majority of the members present
and voting at a general meeting.

Part 2

7. Membership
(1) Membership is open to eligible individuals or organisations
who are approved by the Committee members.
(2) (a) The Committee members may only refuse an application for membership if,
acting reasonably and properly, they consider it to be in the
best interests of East Kent district rugby to refuse the application.
(b) The Committee members must inform the applicant in writing of the
reasons for the refusal within twenty-one days of the decision.
(c) The Committee members must consider any written representations the
applicant may make about the decision. The Committee members’ decision
following any written representations must be notified to the
applicant in writing but shall be final.
(3) Membership is not transferable to anyone else.
(4) The Committee members must keep a register of names and addresses of the
members which must be made available to any member upon
request.

8. Termination of Membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to East Kent district rugby unless, after
the resignation, there would be less than two members;

(3) any sum due from the member to East Kent district rugby is not paid in full
within six months of it falling due;
(4) the member is removed from membership by a resolution of the
Committee members that it is in the best interests of East Kent district rugby that his or her
membership is terminated. A resolution to remove a member from
membership may only be passed if:
(a) the member has been given at least twenty one days’ notice
in writing of the meeting of the Committee members at which the
resolution will be proposed and the reasons why it is to be
proposed;
(b) the member or, at the option of the member, the member’s
representative (who need not be a member of East Kent district rugby) has
been allowed to make representations to the meeting.

9. General meetings
(1) East Kent district rugby must hold a general meeting within twelve months of
the date of the adoption of this constitution.
(2) An annual general meeting must be held in each subsequent year
and not more than fifteen months may elapse between successive
annual general meetings.
(3) All general meetings other than annual general meetings shall be
called special general meetings.
(4) The Committee members may call a special general meeting at any time.
(5) The Committee members must call a special general meeting if requested to do
so in writing by at least ten members or one tenth of the
membership, which ever is the greater. The request must state the
nature of the business that is to be discussed. If the Committee members fail to
hold the meeting within twenty-eight days of the request, the
members may proceed to call a special general meeting but in
doing so they must comply with the provisions of this Constitution.

10. Notice
(1) The minimum period of notice required to hold any general
meeting of East Kent district rugby is fourteen clear days from the date on
which the notice is deemed to have been given.
(2) A general meeting may be called by shorter notice, if it is so
agreed by all the members entitled to attend and vote.
(3) The notice must specify the date, time and place of the meeting
and the general nature of the business to be transacted. If the
meeting is to be an annual general meeting, the notice must say
so.
(4) The notice must be given to all the members and to the Committee members.

11. Quorum
(1) No business shall be transacted at any general meeting unless a
quorum is present.
(2) A quorum is;
• 3 members entitled to vote upon the business to be
conducted at the meeting; or
• one tenth of the total membership at the time,
whichever is the greater.
(3) The authorised representative of a member organisation shall be
counted in the quorum.
(4) If:
(a) a quorum is not present within half an hour from the time
appointed for the meeting; or
(b) during a meeting a quorum ceases to be present,
the meeting shall be adjourned to such time and place as the Committee members
shall determine.
(5) The Committee members must re-convene the meeting and must give at least
seven clear days’ notice of the re-convened meeting stating the
date time and place of the meeting.
(6) If no quorum is present at the re-convened meeting within fifteen
minutes of the time specified for the start of the meeting the
members present at that time shall constitute the quorum for that
meeting.

12. Chair
(1) General meetings shall be chaired by the person who has been
elected as Chair.
(2) If there is no such person or he or she is not present within fifteen
minutes of the time appointed for the meeting a Committee member
nominated by the Committee members shall chair the meeting.
(3) If there is only one Committee member present and willing to act, he or she
shall chair the meeting.
(4) If no Committee member is present and willing to chair the meeting within
fifteen minutes after the time appointed for holding it, the
members present and entitled to vote must choose one of their
number to chair the meeting.

13. Adjournments
(1) The members present at a meeting may resolve that the meeting
shall be adjourned.
(2) The person who is chairing the meeting must decide the date time
and place at which meeting is to be re-convened unless those
details are specified in the resolution.
(3) No business shall be conducted at an adjourned meeting unless it
could properly have been conducted at the meeting had the
adjournment not taken place.
(4) If a meeting is adjourned by a resolution of the members for more
than seven days, at least seven clear days’ notice shall be given of
the re-convened meeting stating the date time and place of the
meeting.
14. Votes
(1) Each member shall have one vote but if there is an equality of
votes the person who is chairing the meeting shall have a casting
vote in addition to any other vote he or she may have.
(2) A resolution in writing signed by each member (or in the case of a
member that is an organisation, by its authorised representative)
who would have been entitled to vote upon it had it been
proposed at a general meeting shall be effective. It may comprise
several copies each signed by or on behalf of one or more
members.

15. Representatives of Other Bodies
(1) Any organisation that is a member of East Kent district rugby may nominate
any person to act as its representative at any East Kent district rugby meeting.
(2) The organisation must give written notice to East Kent district rugby of the
name of its representative. The nominee shall not be entitled to
represent the organisation at any meeting unless the notice has
been received by East Kent district rugby. The nominee may continue to
represent the organisation until written notice to the contrary is
received by East Kent district rugby.
(3) Any notice given to East Kent district rugby will be conclusive evidence that the
nominee is entitled to represent the organisation or that his or her
authority has been revoked. East Kent district rugby shall not be required to
consider whether the nominee has been properly appointed by the
organisation.

16. Officers and Committee members
(1) East Kent district rugby and its property shall be managed and administered by
a committee comprising the Officers and other members elected in
accordance with this Constitution. The Officers and other members
of the committee shall be the Committee members of East Kent district rugby and in this
constitution are together called “the Committee members”.
(2) East Kent district rugby shall have the following Officers:
• A chair,
• A secretary,
• A treasurer.
(3) A Committee member must be a member of East Kent district rugby or the nominated
representative of an organisation that is a member of East Kent district rugby.
(4) No one may be appointed a Committee member if he or she would be
disqualified from acting under the provisions of Clause 19.
(5) The number of Committee members shall be not less than three but (unless
otherwise determined by a resolution of East Kent district rugby in general
meeting) shall not be subject to any maximum.
(6) The first Committee members (including Officers) shall be those persons elected
as Committee members and Officers at the meeting at which this constitution is
adopted.
(7) A Committee member may not appoint anyone to act on his or her behalf at
meetings of the Committee members.

17. The Appointment of Committee members
(1) East Kent district rugby shall elect the Officers and the other Committee members at general meetings.
(2) The Committee members may appoint any person who is willing to act as a
Committee member. Subject to sub-clause 5(b) of this clause, they may also
appoint Committee members to act as officers.
(3) Each of the Committee members shall retire with effect from the conclusion of
the annual general meeting next after his or her appointment but
shall be eligible for re-election at that annual general meeting.
(4) No-one may be elected a Committee member or an Officer at any annual
general meeting unless the meeting is given a
notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the member’s intention to propose the appointment of a
person as a Committee member or as an officer;
(c) is signed by the person who is to be proposed to show his or
her willingness to be appointed.
(5) (a) The appointment of a Committee member, whether by East Kent district rugby in
general meeting or by the other Committee members, must not cause the
number of Committee members to exceed any number fixed in accordance
with this constitution as the maximum number of Committee members.

18. Powers of Committee members
(1) The Committee members must manage the business of East Kent district rugby and have
the following powers in order to further the Objects (but not for
any other purpose):
(a) to raise funds. In doing so, the Committee members must not undertake
any substantial permanent trading activity and must comply
with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire
any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the
property belonging to East Kent district rugby.
(d) to borrow money and to charge the whole or any part of the
property belonging to East Kent district rugby as security for repayment of
the money borrowed.
(e) to co-operate with other charities, voluntary bodies and
statutory authorities and to exchange information and advice
with them;
(f) to set aside income as a reserve against future expenditure but
only in accordance with a written policy about reserves;
(g) to obtain and pay for such goods and services as are necessary
for carrying out the work of East Kent district rugby;
(h) to open and operate such bank and other accounts as the
Committee members consider necessary and to invest funds and to
delegate the management of funds in the same manner and
subject to the same conditions as the Committee members of a trust are
permitted to do by the Committee member Act 2000;
(i) to do all such other lawful things as are necessary for the
achievement of the Objects;
(2) No alteration of this constitution or any special resolution shall
have retrospective effect to invalidate any prior act of the Committee members.
(3) Any meeting of Committee members at which a quorum is present at the time
the relevant decision is made may exercise all the powers
exercisable by the Committee members.

19. Disqualification and Removal of Committee members
A Committee member shall cease to hold office if he or she:
(1) is disqualified for acting as a Committee member by virtue of section 72 of the
Charities Act 1993 (or any statutory re-enactment or modification
of that provision);
(2) ceases to be a member of East Kent district rugby;
(3) becomes incapable by reason of mental disorder, illness or injury of
managing and administering his or her own affairs;
(4) resigns as a Committee member by notice to East Kent district rugby (but only if at least
two Committee members will remain in office when the notice of resignation is
to take effect); or
(5) is absent without the permission of the Committee members from all their
meetings held within a period of six consecutive months and the
Committee members resolve that his or her office be vacated.
20. Proceedings of Committee members
(1) The Committee members may regulate their proceedings as they think fit,
subject to the provisions of this constitution.
(2) Any Committee member may call a meeting of the Committee members.
(3) The secretary must call a meeting of the Committee members if requested to do
so by a Committee member.
(4) Questions arising at a meeting must be decided by a majority of
votes.
(5) In the case of an equality of votes, the person who chairs the
meeting shall have a second or casting vote.
(6) No decision may be made by a meeting of the Committee members unless a
quorum is present at the time the decision is purported to be
made.
(7) The quorum shall be two or the number nearest to one third of the
total number of Committee members, whichever is the greater or such larger
number as may be decided from time to time by the Committee members.
(8) A Committee member shall not be counted in the quorum present when any
decision is made about a matter upon which that Committee member is not
entitled to vote.
(9) If the number of Committee members is less than the number fixed as the
quorum, the continuing Committee members or Committee member may act only for the
purpose of filling vacancies or of calling a general meeting.
(10)The person elected as the Chair shall chair meetings of the
Committee members.
(11)If the Chair is unwilling to preside or is not present within ten
minutes after the time appointed for the meeting, the Committee members
present may appoint one of their number to chair that meeting.
(12)The person appointed to chair meetings of the Committee members shall have
no functions or powers except those conferred by this constitution
or delegated to him or her in writing by the Committee members.
(13)A resolution in writing signed by all the Committee members entitled to receive
notice of a meeting of Committee members or of a committee of Committee members and to vote upon the resolution shall be as valid and effectual as if it
had been passed at a meeting of the Committee members or (as the case may
be) a committee of Committee members duly convened and held.
(14)The resolution in writing may comprise several documents
containing the text of the resolution in like form each signed by
one or more Committee members.

20. Delegation
(1) The Committee members may delegate any of their powers or functions to a
committee of two or more Committee members but the terms of any such
delegation must be recorded in the minute book.
(2) The Committee members may impose conditions when delegating, including
the conditions that:
• the relevant powers are to be exercised exclusively by the
committee to whom they delegate;
• no expenditure may be incurred on behalf of East Kent district rugby
except in accordance with a budget previously agreed with the
Committee members.
(3) The Committee members may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and
promptly reported to the Committee members.
22. Irregularities in Proceedings
(1) Subject to sub-clause (2) of this clause, all acts done by a meeting
of Committee members, or of a committee of Committee members, shall be valid
notwithstanding the participation in any vote of a Committee member:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the
constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason
of a conflict of interest or otherwise;
if, without:
• the vote of that Committee member; and
• that Committee member being counted in the quorum,
the decision has been made by a majority of the Committee members at a
quorate meeting.
(2) Sub-clause (1) of this clause does not permit a Committee member to keep any
benefit that may be conferred upon him or her by a resolution of
the Committee members or of a committee of Committee members if the resolution would
otherwise have been void.
(3) No resolution or act of
(a) the Committee members
(b) any committee of the Committee members
(c) East Kent district rugby in general meeting
shall be invalidated by reason of the failure to give notice to any
Committee member or member or by reason of any procedural defect in the
meeting unless it is shown that the failure or defect has materially
prejudiced a member or the beneficiaries of East Kent district rugby.
23. Minutes
The Committee members must keep minutes of all:
(1) appointments of Officers and Committee members made by the Committee members;
(2) proceedings at meetings of East Kent district rugby;

(3) meetings of the Committee members and committees of Committee members including:
• the names of the Committee members present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions.

21. Accounts
(1) The Committee members must comply with their obligations with regard to:
(a) the keeping of accounting records for East Kent district rugby;
(b) the preparation of annual statements of account for the
East Kent district rugby;

22. Rules
(1) The Committee members may from time to time make rules or bye-laws for the
conduct of their business.
(2) The bye-laws may regulate the following matters but are not
restricted to them:
(a) the admission of members of East Kent district rugby (including the
admission of organisations to membership) and the rights and
privileges of such members, and the entrance fees,
subscriptions and other fees or payments to be made by
members;
(b) the conduct of members of East Kent district rugby in relation to one
another, and to East Kent district rugby’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the
East Kent district rugby’s premises at any particular time or times or for any
particular purpose or purposes;
(d) the procedure at general meeting and meetings of the Committee members
in so far as such procedure is not regulated by this Constitution;
(e) the keeping and authenticating of records. (If regulations made
under this clause permit records of East Kent district rugby to be kept in
electronic form and requires a Committee member to sign the record, the
regulations must specify a method of recording the signature
that enables it to be properly authenticated.)
(f) generally, all such matters as are commonly the subject matter
of the rules of an unincorporated association.
(3) East Kent district rugby in general meeting has the power to alter, add to or
repeal the rules or bye-laws.
(4) The Committee members must adopt such means as they think sufficient to
bring the rules and bye-laws to the notice of members of the
East Kent district rugby.
(5) The rules or bye-laws shall be binding on all members of
East Kent district rugby. No rule or bye-law shall be inconsistent with, or shall affect
or repeal anything contained in, this constitution.

East Kent District Rugby

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