Constitution


Constitution of:

Oswestry Rugby Football Club Limited

Based on model rules of the Rugby Football Union - Model 3 (Clubs)

Registered under the Industrial & Provident Societies Act 1965
with the Financial Services Authority as a Complete Amendment on 8th April 2008
Register Number 28859R

INDEX OF CONSTITUTIONAL RULES

Section 1 NAME, OBJECTS AND POWERS.
1.1Name
1.2Definitions.
1.3Objects
1.4Powers of the Club

Section 2MEMBERSHIPS.
2.1Members
2.2Share Capital.

Section 3 GENERAL MEETINGS.
3.1General meetings.
3.2Annual General Meetings.
3.3Special General Meetings.
3.4Rules.

Section 4 OFFICERS & COMMITTEE.
4.1Powers of the Committee.
4.2Officers.
4.3Committee.
4.4Vice Presidents.

Section 5 FINANCE.
5.1Club finance.
5.2Subscriptions.
5.3Match tickets.
5.4Auditors.

Section 6 STATUTORY PROCEEDURES.
6.1Registered office.
6.2Use of name of the Club.
6.3Seal.
6.4Register of Members.
6.5Inspection of books.
6.6Annual return.
6.7Publication of accounts.
6.8Registration.
6.9Dissolution.

Section 7GENERAL.
7.1Licensing.
7.2Continuity.
7.3Indemnity.
7.4Notices.
7.5Arbitration.
7.6Interpretation.
7.7Schedule of definitions.

SIGNATURES & DOCUMENT CONTROL
Signatures
Document Control
Section 1: Name, Objects and Powers.

1.1 NAME.The society shall be called - Oswestry Rugby Football Club Limited

1.2 DEFINITIONS.Except where the context otherwise permits or requires, the words and expressions listed in the schedule of definitions set out in Rule 7.7 shall bear the meanings given to them therein.

1.3OBJECTS.The objects of the Club shall be:

1.3.1To promote, encourage and foster the game for the benefit of the members including (but not limited to) the coaching thereof at all levels.
1.3.2To promote, encourage and foster the game at all levels in the area of the ground and surrounding areas.
1.3.3To ensure that the game is played in accordance with the laws of the game and is administered in accordance with the IRFB Regulations and Rules of the Union.
1.3.4To undertake such matches and fixtures and other activities as the committee shall decide.
1.3.5To maintain and develop the ground at Park Hall, Oswestry, SY11 4AB, or such other location as the committee may from time to time determine as the headquarters of the club and as a venue for playing games and conducting the other activities of the club so as to provide the best possible facilities for the members and those visiting the ground.
1.3.6To strengthen the bonds between the club and the local community in the areas surrounding the club.

1.4POWERS OF THE CLUB.To further its objects the club shall have the power to do all things as are incidental or conductive to the objects of the club including (but not limited to) all or any of the following.

1.4.1Either directly or indirectly to employ, invest and deal with the assets and funds of the club for the objects of the club in such manner as shall be considered by the committee to be expedient, and to do all such other acts and things and carry on all such activities (including,( but not limited to) leasing, subleasing, releasing, renting, acquiring, altering, erecting, holding, improving, developing, repairing, hiring, lending with or without security or otherwise dealing with real and personal property of any kind) as shall be considered by the committee to be necessary or expedient for the purposes of the club or the advancement of its interests.
1.4.2To raise or borrow money for the purposes of or in connection with the activities of the club or any of them as the committee thinks fit in accordance with the following provisions:

1.4.2.1Any sum or sums raised or borrowed may be on a mortgage, charge, bonds or
Debentures of all or any funds or property of the club, whether or not including any floating charge of the whole or part of the undertaking property and assets of the club, both present and future.
1.4.2.2At the time of any borrowing the sum of the amount then remaining undischarged

of monies borrowed and of the amount of the proposed borrowing shall not

exceed 100,000 pounds or such sum as the members in General Meeting may

from time to time determine.
1.4.2.3The rate of interest payable at the time the terms of borrowing are agreed on any

money borrowed shall not exceed the rate of interest which in the opinion of the

committee represents the market rate of interest for borrowings of similar amount

on similar terms.
1.4.2.4The committee may determine from time to time (subject to Rules 1.4.2.1, 1.4.2.2, and 1.4.2.3) the terms and conditions upon which money is raised or borrowed or security is issued and may vary such terms and conditions.
1.4.2.5No person lending money to the club shall be concerned to see or enquire whether either the limits imposed by Rule 1.4.2.2 or Rule 1.4.2.3 is exceeded at the time of the borrowing or issue and if either or both of such limits shall be invalid unless such person had received express notice to this effect at the time of the borrowing.

1.4.3To give any security or securities whether by way of mortgage or otherwise for the performance of any contracts or any debts, liabilities or obligations of the club or any of its subsidiaries or other persons or corporations in whose business or undertaking the club is interested, or to whom or in respect of whom the club has given any personal covenant, guarantee or indemnity, whether directly or indirectly and collaterally or further to secure any obligation of whatever nature of the club by trust or deed or other assurance.
1.4.4To Accept and grant sponsorship and franchises and make such arrangements in connection therewith as the committee shall think fit.
1.4.5To apply for and hold any licences, consents, certificates, permissions and approvals that may be required for or in connection with the activities of the club and (among other things) to provide catering and such other facilities as the committee shall consider desirable.
1.4.6To invite, receive and make donations for or otherwise promote or assist in development or continuance of facilities for, or the prestige of, the game or any other sport or recreation.
1.4.7To support (whether by direct subscription, the giving of guarantees or otherwise) any charitable, benevolent or educational fund, institution or organisation, or any event or purpose of a public, or general nature, the support of which will or may, in the opinion of the committee, directly or indirectly benefit, or is calculated so to benefit, the club or its activities or its employees, ex-employees, players, former players or their dependants.
1.4.8To promote, arrange and organise competitions and entertainments in connection with the game and any other sport or recreation.
1.4.9To engage such officials and employees upon such terms at and such remuneration as the committee may deem appropriate, and to dismiss or retire any of them as may be necessary.
1.4.10To provide pensions, insurances and other benefits to employees or ex-employees of the club or the dependants and relatives of any such persons and to establish and maintain or concur on establishing and maintaining trusts, funds, schemes or other arrangements (whether contributory or non-contributory) with a view to providing such benefits including (but not limited to) retirement benefits and/or life assurance schemes.
1.4.11To maintain bank accounts in credit or overdrawn on such terms as the committee shall think fit including the giving of guarantees and indemnities in respect of direct debits and other money transmission or collection systems whether pursuant to Rule 5.1.5 or otherwise.
1.4.12To pass such resolutions, regulations and instructions which shall be binding on all members as are considered necessary for the better management, organisation, administration and regulation of the Club.
1.4.13To settle, conduct, enforce or resist either in a court of law or by arbitration any suit, debt, liability or claim by or against the club.
Section 2: Membership.

2.1MEMBERS.The Members of the Club shall be established as follows:

2.1.1The members of the club shall be the persons whose names are for the time being entered in the Register of Members.

2.1.2The committee may (subject to the provisions of Rule 2.2) offer such categories of membership of the club with such qualifications, application procedures and conditions, duties and privileges, subscriptions and in such numbers as it may from time to time decide but always on the basis that every member shall have one vote. Details of categories, qualifications, application procedures and conditions, duties and privileges of membership in force from time to time shall be kept by the Honorary Secretary and shall be available for inspection by members at reasonable times.

2.1.3Details of entrance fee and subscription payable by each category of membership as determined under Rule 5.2 shall be kept as in Rule 2.1.2 by the Honorary Secretary.

2.1.4The committee shall have the power to admit to membership any person in accordance with the application procedures and conditions for the time being applicable under Rule 2.1.2. There shall be no obligation to state any reason for rejection of an application.

2.1.5The committee may elect (subject to confirmation at the next following Annual General Meeting of the club) as an Honorary Member of the club any person, whether an existing member or not, whose membership whether for services to the club, to the game or for any other reason the committee consider to be especially desirable in the interest of the club. An Honorary Member shall be as a member with all the rights, duties and privileges of membership of the club but without any obligation to pay any entrance fee or subscription. The committee shall have power to terminate the honorary membership of any person at any time if it considers such action to be in the interest of the club so to do.

2.1.6No person shall be accepted as a candidate for membership under the age of eighteen years and the purported admission of a person under the age of eighteen shall be void.

2.1.7The committee shall have power to create a class of persons called Junior Members, or with such other title, with criteria of age, qualifications, application procedure and conditions, duties and privileges, subscription and in such number as the Committee may, from time to time decide, but always on the basis that this category of membership shall have no voting rights or share in the Club. Any person recognised in this class shall cease to be entitled to such recognition on attaining the age of eighteen years. Additionally Junior members may participate in Senior Rugby within the requirements set out by, and which may from time to time vary.
2.1.8It shall be the duty of every member to advise the honorary secretary promptly of any change of address. All notices and letters despatched by post to a member at the address registered in the register of members (which shall be conclusive proof thereof) shall be deemed to have been properly delivered pursuant to Rule 7.4.

2.1.9A member may resign from the club at any time by giving to the honorary secretary written notice of the intention so to do provided that the member shall remain liable for all monies then due and owing to the club.

2.1.10The President or Honorary Secretary or any person appointed by either of them shall have the power to order the withdrawal from the ground of any member who is in breach of any of these rules, any regulation or any rule or regulation of the Union which is applicable to the ground or its use by members or who otherwise is, in the opinion of the President or Honorary Secretary or their appointee or appointees, guilty of misconduct.

2.1.11The committee shall have the power to terminate or suspend for such period as it thinks fit the membership of or to reprimand a member for any infringement of these rules, any regulations, the rules or regulations of the union, the laws of the game or the IRFB Regulations or for any conduct prejudicial to the interest of the club or the game. The procedure for the exercise of this power shall be prescribed by the committee and details thereof shall be kept by the honorary secretary and be available for inspection by members at all reasonable times.

2.1.12A member shall cease to be a member:

2.1.12.1On resignation.
2.1.12.2On termination of membership by the committee.
2.1.12.3On death.

2.1.13Each person who is in membership with the club at the date these rules take effect pursuant to Rule 6.8 shall be admitted to membership in accordance with Rule 2.1.4 and any person in membership at that date under the age of eighteen shall be granted the status of junior membership in accordance with Rule 2.1.7.

2.2 SHARE CAPITAL.The Share Capital of the Club shall be formed and held as follows:

2.2.1The capital of the club shall consist of shares of the value of five pence each.

2.2.2Every member of whatever category shall hold one share and no more in the capital of the club. No person who is not a member shall be issued with a share.

2.2.3Each member of the club at the date these rules take effect pursuant to Rule 6.8 (other than those under the age of eighteen years) shall be allotted one share and five pence of the subscription then next paid by each member shall be applied in paying up the same in full.

2.2.4Any member admitted to membership after the date on which these rules take effect shall be allotted one share on admission and five pence of the first subscription paid by such member shall be applied in paying up the same in full.

2.2.5In the case of a share allotted to an honorary member either upon these rules taking effect or upon admission to membership thereafter pursuant to Rule 2.1.5 such share shall be credited as fully paid by way of a capitalisation of any profits of the reserves of the club and the committee shall have power to take all steps necessary to give effect to this rule.

2.2.6No share shall be held jointly, be withdrawable or transferable by any member and no interest, dividend or bonus shall be payable on any share. Any member transferring or attempting to transfer a share or any interest therein or any rights associated therewith shall, if the committee so decides be deemed to have resigned from the club as from the date of such transfer or attempted transfer.

2.2.7The share of a member shall be forfeited to the club when that member for whatever reason ceases to be a member and any amount then due to the member in respect of such share shall thereupon become the property of the club.

2.2.8The club shall not be required to issue a certificate to any member in respect of the share allotted to that member.

Section 3: General Meetings.

3.1GENERAL MEETINGS.General Meetings shall adhere to the following:

3.1.1All general meetings shall be held at the ground or elsewhere as the committee may determine and any such meeting other than the annual general meeting shall be called a special meeting.

3.1.2The chairman of such meetings shall be the Chairman of the Club or if unavailable the Vice Chairman or if unavailable a Member of the Committee appointed at the meeting concerned to take the chair for that meeting.

3.1.3Every member shall be entitled to attend and vote at any General Meeting. The procedure for casting votes shall be determined by the Chairman of the meeting.

3.1.4The quorum of any General Meeting shall be 20 members.

3.1.5If within 30 minutes after the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members shall be dissolved, and in every other case it will stand adjourned to such other day and at such time and place, or be dissolved, as the committee shall determine.

3.1.6All resolutions shall be decided by majority votes recorded except where:

3.1.6.1These rules provide for a special resolution which shall require a majority of

at least two-thirds of the votes recorded, or :
3.1.6.2A resolution is put to an annual general meeting as contemplated by Rules 3.2.1 and 3.2.2 in which case the provision of the act as to voting shall apply.

3.1.7A declaration by the chairman of a general meeting shall to the effect that a particular resolution has been passed or not passed by a particular majority or not shall (Subject to the act) be final and binding on all members.

3.1.8A general meeting shall not be invalidated by reason only of any member accidentally failing to receive a notice thereof or any accompanying document relating thereto.

3.1.9The procedure of conduct of general meetings shall be prescribed by the committee and details thereof shall be kept by the honorary secretary and be available for inspection by members at all reasonable times.

3.2 ANNUAL GENERAL MEETINGS.Annual General Meetings shall comply with the following:

3.2.1Not later than 31st July every year a General Meeting shall be held (to be known as the Annual General Meeting) for the transactions of the following business:

3.2.1.1To consider and approve (with or without amendment) the minutes of the previous annual general meeting.
3.2.1.2To receive and approve a report from the committee on affairs of the club since the previous annual general meeting.
3.2.1.3To receive and approve a financial statement for the proceeding financial year and where necessary in law or where the members require the Auditors’ report thereon.
3.2.1.4To elect Officers for the ensuing year.
3.2.1.5To confirm any elections of Honorary Members made by the committee

during the preceding year.
3.2.1.6To elect Members of the committee for the ensuing year.
3.2.1.7 Where necessary in law or when the members require:

3.2.1.7.1To appoint Auditors for the ensuing year.
3.2.1.7.2To consider a resolution dis-applying the provisions of the act relating to the obligation to appoint auditors.

3.2.1.8To consider as a special resolution any addition or alteration to the Rules duly proposed in accordance with Rule 3.2.5.
3.2.1.9To consider any other motion or business duly proposed in accordance with Rule 3.2.5.
3.2.1.10To consider any other business of which due notice shall have been given.
3.2.1.11To hear any other relevant matter for consideration of the committee during the ensuing year, but on which no voting shall be allowed.

3.2.2Notice of every Annual General Meeting stating the date, time and venue of such meeting shall be sent to all members so as to be received not less than two clear weeks prior to the date of the meeting with the agenda of the business to be considered thereat and with a copy of the Club’s financial statement for the preceding financial year.

3.2.3The election of Officers shall be subject to the following provisions:

3.2.3.1Any member shall have the right to make nominations, with the written consent of a candidate, for election to any one or more of the offices named or created under the provisions of Rule 4.2.1. Provided that such nominations are also seconded by a member of the Club, that both the nominating and seconding member were accepted into the membership of the Club a minimum of three months prior to the date of the nomination and that the nominee has been a member of the Club for a minimum of two years comprising the membership year in which the nomination is made and the membership year immediately preceding. Such nominations must be sent to the Honorary Secretary by 30th April. The Committee shall also have the right to make nominations for the election of Officers (with the same requirements above, of any such nominations).

3.2.3.2The election of each officer shall be decided by a majority of votes recorded.
In the event of equal number of votes being cast for two or more candidates for any office a further election for that office shall immediately be held between those candidates for whom the votes cast are equal in number. If there shall still be equality of votes the members of the retiring committee present at the time shall decide who shall, from those candidates receiving an equal number of votes in the second election, be holder of the office concerned for the ensuing year.

3.2.4The election of Committee Members shall be subject to the following provisions:

3.2.4.1Any member shall have the right to make not more than one nomination, with the written consent of the candidate, for election as one of the committee members provided for in Rule 4.3.1.2. Provided that such nominations are also seconded by a member of the Club, and that the nominee, nominator and seconder were accepted into the membership of the Club a minimum of three months prior to the date of the nomination. Such nominations must be sent in writing so as to reach the Honorary Secretary by 30th April. The committee shall also have the right to make nominations for the election of committee members without restriction on the number of nominations (with the same requirements above, of any such nominations).
3.2.4.2The election of committee members shall be decided by the majority of votes recorded.
3.2.4.3In the event of an equal number of votes being cast for two or more of the candidates for the last seat or seats on the committee a further election shall immediately be held for the last seat or seats between those candidates for whom the votes cast for such seat or seats are equal in number, if there shall still be equality of votes the members of the retiring committee present at the time shall decide who shall from those candidates receiving an equal number of votes in the second election be the holders of the last seat or seats on the committee for the ensuing year.

3.2.5Proposals for additions or alterations to the rules or for any other motion to be submitted to an Annual General Meeting shall be subject to the following provisions:

3.2.5.1Any proposals shall be submitted in writing to the honorary secretary by 30th April proposed by one member and seconded by another.
3.2.5.2Copies of all such proposals and copies of all proposals put forward by the committee shall be sent to all members with the notice of the annual general meeting.
3.2.5.3Amendments to any proposal notified to members under Rule 3.2.5.2 shall be sent in writing to reach the honorary secretary duly proposed and seconded not less than twenty-four hours before the time for which the annual general meeting is convened.
3.2.5.4Amendments duly received in accordance with Rule 3.2.5.3 shall be added to the agenda by the chairman of the annual general meeting.

3.3 SPECIAL GENERAL MEETINGS. Special General Meetings shall comply with the following:

3.3.1The committee may convene at any time a Special General Meeting by giving all members two clear weeks written notice thereof stating the date, time and venue thereof and the resolution or resolutions to be moved or other business to be
transacted thereat.

3.3.2Amendments to any resolution proposed by the committee shall be submitted in writing to the honorary secretary duly proposed and seconded by members in the same manner as is prescribed by Rule 3.2.5.3 for an annual general meeting.

3.3.3Amendments duly received in accordance with Rule 3.3.2 shall be added to the agenda by the Chairman of the Special General Meeting.

3.3.4The committee shall also convene a Special General Meeting on receipt by the Honorary Secretary of a written requisition so to do, duly signed by not less than 20 members. Each requisition must clearly state the specific resolution to be moved.

3.3.5Two clear weeks notice of such a meeting stating the date, time and venue thereof and the specific resolution/s to be moved thereat shall be sent to all members by the honorary secretary within fourteen days of the requisition.

3.3.6Amendments to such a resolution shall be submitted in writing to the honorary secretary duly proposed and seconded by members in the same manner prescribed by Rule 3.3.5.3.

3.3.7Amendments duly received in accordance with Rule 3.3.6 shall be added to the agenda by the Chairman of the Special General Meeting.

3.4RULES. The Oswestry RFC Rules shall be managed and made available as follows:

3.4.1No new Rule shall be made, nor shall any rule be amended or rescinded, except by a special resolution passed at an Annual General Meeting in accordance with Rule 3.2.5 or at a Special General Meeting convened by the committee in accordance with Rule 3.3.1 and 3.3.4.

3.4.2The Honorary Secretary shall register in accordance with the Act any new rule or amendment to these rules and no new rule or amendment to the rules shall be valid until so registered.

3.4.3A copy of the Rules shall be delivered by the Honorary Secretary to any person on demand on payment of such sum (not exceeding ten pence) as may from time to time be determined by the committee.

Section 4: Officers and Committee.

4.1POWERS OF THE COMMITTEE.The affairs of the Club shall be administered by the Committee which shall exercise all the powers of the Club expressed in Rule 1.4 and without limiting the generality thereof:

4.1.1The committee shall have power to appoint such sub-committees as are considered necessary to deal with the affairs of the club as follows:

4.1.1.1The committee shall determine the composition, powers and terms of reference of each sub-committee.
4.1.1.2The chairman of any sub-committee shall have a second or casting vote, and the quorum necessary for the transaction of business by a sub-committee shall be one third of its appointed members or as the committee may decide.
4.1.1.3A sub-committee may exercise the power of co-option subject to the provisions of Rule 4.1.2.

4.1.2The committee shall have the power to co-opt additional members to serve on it provided that the number of such co-opted members shall not exceed twenty-five percent of the number of members elected to hold office on the committee (the Officers for the purpose of this computation being deemed to be elected members) and to approve the co-option of additional members to serve on any sub-committee, in both cases either for general or special service and with or without voting rights.

4.1.3The committee shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Club.

4.1.4The procedure for the conduct of meetings of the committee shall be prescribed by the committee and details thereof shall be kept by the honorary secretary and be available for inspection by members at all reasonable times.

4.1.5The references in these rules to any act or activities or opinion (including, without limitation, decisions, directions, requests, exercises of discretion and the giving of consent) of the committee shall mean such acts or activities or opinions as shall have been sanctioned or effected or (as the case may be) expressed by (a) a resolution of the committee or (b) a resolution of the relevant sub-Committee where the power to act or authority being exercised has been delegated by the committee to a sub-committee or (c) the relevant officer where that power or authority has been delegated by the committee to an officer.

4.1.6The Management Committee shall have the power to recommend to a General Meeting, AGM or SGM, the appointment, by invitation, of a named member to the ex-officio position of Club President. The Club President shall not serve on the Management Committee.

4.2 OFFICERS. The Officers of the Club and their election shall be as follows:

4.2.1The officers of the club shall be a Chairman, a Vice-Chairman, an Honorary Secretary and an Honorary Treasurer, and such other officers as the club may in general meeting from time to time determine.

4.2.2The Officers of the Club shall be elected at each Annual General Meeting in accordance with Rule 3.2.3.

4.2.3Each Officer on election at an annual general meeting shall hold office from the end of the meeting until the end of the next annual general meeting but shall eligible for re-election from year to year.

4.2.4If any such offices shall fall vacant between one annual general meeting and the next, such vacancy shall be filled by the committee for the period of the vacancy.

4.3COMMITTEE. The Management Committee of the Club shall be formed as follows:

4.3.1The committee shall consist of:

4.3.1.1The Officers
4.3.1.2Nine members (or such other number not exceeding twenty as may be determined from time to time by the club in general meeting) duly elected in accordance with Rule 3.2.4. A member of the committee shall hold office from the end of the annual general meeting at which he is elected until the end of the following annual general meeting and shall be eligible for re-election from year to year.

4.3.2The committee shall each year elect its own chairman for the ensuing year to hold office from the date of the annual general meeting until the date of the following year's meeting. He may hold any other office in the club at the same time and shall be eligible for re-election from year to year.

4.3.3The quorum at any meeting of the committee shall be half of the number of Officers, Committee Members or Committee appointments in such cases as vacancies ( as per ORFC Ltd Rule 4.2.4 & 4.3.4 ) and co-opted members ( as per ORFC Ltd Rule 4.1.2 ) plus one. In the case of the number of members of the Committee being an odd number, the quorum shall be the whole number immediately higher than half of the odd number. In exceptional circumstances the Management Committee may hold a meeting to appoint members to vacant positions and co-opt additional members, with a quorum of five, that meeting shall not conduct any other business beyond Committee appointments and co-opting. In all cases the quorum must include two Officers of the Club. Only the number of co-opted Committee Members with voting rights shall be used to determine the number required for a quorum at Committee Meetings.

4.3.4If a vacancy shall occur for an elected member of the committee between one annual general meeting and the next, such vacancy shall be filled by the committee.

4.3.5If a member of the committee shall commit an offence under Rule 5.1.1 or shall be adjudged bankrupt or if a court order is made appointing a receiver to administer such members' property such member shall thereupon cease to be a member of the committee.

4.3.6The committee members shall receive no remuneration for serving on the committee other than payment of authorised expenses for carrying out their duties. However, members of the Club who hold a remunerated position shall be admitted to the Management Committee but must absent themselves from any discussion, decision or vote, on their terms and conditions of employment or any other occasion when there is a clear conflict of interests.

4.4. VICE PRESIDENTS.The status of a Vice President of the Club shall be:

4.4.1Members may be invited to become a Vice President and on paying an annual fee (the minimum fee to be determined by the Management Committee from time to time), they shall have the same voting rights and obligations as any other Club Member. A Vice President may be nominated and elected an Officer of the Club or Member of the Committee at the Annual General Meeting, as any other Member.

Section 5: Finance.

5.1 CLUB FINANCE.The Clubs Finances shall be managed as follows:

5.1.1The club's income shall be obtained annually from the subscriptions of members, from investments and securities, from gate monies and ticket receipts from matches arranged by the club at the ground, from letting of the ground, from sponsorship and from any other available source.

5.1.2The profits of the club shall be applied only in furthering the objects of the club.

5.1.3The club shall not have power to receive money on deposit from members or others.

5.1.4The financial statement of the club's affairs shall be made up to 30th April each year (or such date as may be determined from time to time by the club in general meeting) and shall be signed by the honorary treasurer and one member of the committee. An audit, where necessary in law or where the membership require shall be carried out by a qualified auditor or, where the conditions applicable for appointing lay auditors apply, by 2 or more lay auditors, and a printed copy of the signed financial statement, together with auditor’s report thereon, shall be sent to each member with the notice calling an annual general meeting.

5.1.5The club may participate in direct debiting scheme as an originator for the purpose of collecting subscriptions for any category of membership and/or any other amounts due to the club in furtherance of such a scheme the club may enter into an indemnify required by the bank upon whom direct debits are to be originated and such indemnity may be executed on behalf of the club by the honorary secretary, or as

otherwise determined, pursuant to these rules.

5.2SUBSCRIPTIONS.The Club shall levy annual subscriptions as follows:

5.2.1Each member shall according to membership category, pay to the club on 1st October (or such other date as may be determined by the club in general meeting) such annual subscription as the committee may from time to time determine.

5.3MATCH TICKETS.Match Tickets shall be managed as follows:

5.3.1Tickets to the ground for matches arranged by the club shall be under the control of the committee and shall be sold at prices fixed by the committee (without any provision for repurchase by the club) to members or as the committee may direct, and the committee shall allocate such tickets on an equitable basis.

5.3.2Tickets to the ground for representative and other matches for which the ground is let shall be under the joint control of the committee and the organisers of the match concerned.

5.3.3The committee shall have power to issue such season tickets, on such terms, with such privileges and to such persons as it may from time to time determine.
5.4 AUDITORS.The provision of Auditors will be as follows:

5.4.1The provision of the Act relating to the appointment, powers, rights, remuneration, responsibilities and duties of the auditors shall be complied with.

5.4.2The auditors where appointed shall be entitled to attend any general meeting and to receive all notices of and any other communications relating thereto which any member is entitled to receive, and to be heard at any general meeting on any part of the business which concerns the auditors.
Section 6: Statutory Procedures.

6.1 REGISTERED OFFICE.The Registered Office of the Club (specifically: The Old Officers Mess, Park Hall, OSWESTRY SY11 4AB) will be managed as follows:

6.1.1The Registered Office of the Club shall be the ground or such other location in England as the Committee may from time to time otherwise determine.

6.1.2Notice of any change in the situation of the registered office shall be given by the Honorary Secretary to the Registrar within fourteen days after change.

6.2 USE OF NAME OF THE CLUB.The use of the Clubs name shall comply with the following:

6.2.1The name shall be kept painted or affixed in a conspicuous position and in letters which are easily legible on the outside of every office or place in which the activities of the club are carried on.

6.2.2The name shall be stated in legible characters in all business letters of the club, in all notices, advertisements and other official publications of the club, in all bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the club and in all bills, invoices, receipts and letters of credit of the club.

6.2.3Save with the authority of the committee, the name of the club shall not at any time be used by any member in any document or advertisement issued or published by, or on behalf of or with the authority of that member in such a way as to indicate or imply that such document or advertisement was issued or published by or on behalf of the club or the committee.

6.3 SEAL.The provision, custody and use of the Club Seal shall comply with the following:

6.3.1The Club shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Honorary Secretary and shall be used only under the authority of the committee which may determine who shall countersign any instrument to which the seal is affixed and unless otherwise so determined it shall be countersigned by any two of the Officers.

6.4 REGISTER OF MEMBERS & OFFICERS.This shall be as follows:

6.4.1The Club shall keep at its Registered Office a Register of Members and Officers in which the Honorary Secretary shall enter the following particulars:

6.4.1.1The name and address of each member.
6.4.1.2The statement of the share held by each member and the amount paid thereof.
6.4.1.3A statement of other property, if any, in the club held by each member whether in loans or otherwise.
6.4.1.4The date on which each member was entered in the Register as a member and the date on which a member ceased to be a member.
6.4.1.5The names and addresses of the Officers of the club with the offices held by them respectively and the date on which they assumed and left office.

6.4.2The Register of Members and Officers shall be so constructed that it is possible to open to inspection the particulars entered pursuant to the Rules 6.4.1.1, 6.4.1.4 and 6.4.1.5 without also opening to inspection the other particulars entered in the register.

6.5 INSPECTION OF BOOKS. Inspection may take place as follows:

6.5.1All Members and persons having an interest in the funds of the club shall be allowed to inspect their own accounts and the particulars entered in the register of members and officers other than those entered under Rules 6.4.1.2 and 6.4.1.3 at all reasonable hours at the registered office of the club subject to such regulations as to the time and manner of such inspection as may be made from time to time by a resolution passed at a general meeting.

6.6 ANNUAL RETURN. This shall be made as follows:

6.6.1Every year not later than the date provided by the act or where the return is made up to the date allowed by the Registrar not later than seven months after such a date the Honorary Secretary shall send to the registrar the Annual Return in the form prescribed by the registrar relating to the affairs of the club for the period required by the act to be included in the return together with a copy of the financial statement of the club with the report of auditors where applicable thereon for the period included in the return and a copy of each balance sheet made during that period and the report of the auditors where applicable on that balance sheet.

6.6.2A copy of the latest annual return shall be supplied free of charge on demand to every member or person interested in the funds of the club.

6.7PUBLICATION OF ACCOUNTS. Accounts shall be published as follows:

6.7.1The club shall keep a copy of the last balance sheet for the time being together with the report made by the auditors where applicable thereon always hung up in a conspicuous place at its Registered Office.

6.8 REGISTRATION.The Registration and effectiveness of these rules is as follows:

6.8.1These rules shall take effect on and from the date of their registration pursuant to and in accordance with the provisions of section 2 of the Industrial and Provident Societies Act 1965.

6.9 DISSOLUTION.In the event of the Club being dissolved the following shall apply:

6.9.1In the event of it becoming necessary for the members to discontinue the activities of the Club and to dissolve the Club under the provisions of the Act, its funds and property shall not be paid or distributed amongst the Members but shall be

appropriated or distributed for the benefit of the Governing Body for the time being of the game or for such community Amateur Sports Club or Charity as may be appropriated by the Members in a General Meeting.

Section 7: General.

7.1 LICENSING. The Clubs licensing responsibilities shall be managed as follows:

7.1.1Save for those persons who are admitted to membership under Rule 2.1.13 no person may be admitted to membership without an interval of at least two days between the dates of nomination and admission.

7.1.2Subject to such restrictions as may be imposed from time to time by the Committee in any Regulations, the following shall apply:

7.1.2.1The ground shall be open during such hours as the committee may decide and intoxicating liquor shall be supplied during such hours as may be fixed by the committee (having due regard to the permitted hours within the licensing district in which the ground is situated) and notified to the police and also the Licensing Justices as required by law, but the Committee shall have power to close the ground or any part thereof and/or reduce the hours of supply of intoxicating liquor from time to time on affixing notice thereof on the club's notice board.
7.1.2.2Members may introduce and entertain guests at the ground.
7.1.2.3The provision is hereby made for admission to any premises on the ground in respect of which the club is registered under the licensing act 1964 (or statuary modification or re-enactment thereof) of persons other than the members or their guests and for the sale of intoxicating liquor to the by or on behalf of the club for consumption on such premises.

7.2 CONTINUITY. Continuity from pre registration under the Industrial and Friendly Society Act of 1965 to registration shall be as follows:

7.2.1For the avoidance of doubt every member of the club who at the date these rules take effect pursuant to Rule 6.8.1 holds office or position in any capacity in the club (Including the position of Vice President) shall continue to hold the same office or position following registration. Such members shall have the same seniority, dates of appointment, dates of retirement and the like after registration as before registration, subject only to such changes as are necessary by virtue of these rules. The Trustees under the former rules of the club shall, until they have fully discharged their duties, remain as trustees upon those of the former rules which relate to trustees, varied only insofar as these rules necessarily require.

7.3 INDEMNITY.The following Indemnities shall apply:

7.3.1 Each Officer (including under the former Rules of the Club the Trustees) and employee from time to time of the club and each person who was or is from time to time a member of the committee or any sub-committee shall (to the extent that such person is not entitled to recover under any policy of insurance) be entitled to be indemnified out of any and all funds available to the club, which may lawfully be so applied, against all costs, liens, charges, expenses and liabilities whatsoever incurred by such person in the execution and discharge of duties undertaken on behalf of the club or in relation thereto, or incurred in good faith in the purported discharge of such duties, including any liability incurred in initiating , prosecuting or defending any proceedings, civil or criminal, which relate to anything done or omitted as an officer or employee or as a member of the committee or any sub-committee as the case may be.

7.4 NOTICES. The following consideration of notice given shall be:

7.4.1Any notices or other communication or document sent by first class post to a member, officer or member of the committee shall be treated as having been given twenty four-hours after the time when it was posted and likewise second class post shall be considered to give forty eight hours notice.

7.5 ARBITRATION.If required Arbitration shall be pursued as follows:

7.5.1Every dispute of the type specified in section 60 of the Industrial and Provident Societies Act 1965 or any amendment, modification or re-enactment thereof (not being one in respect of which the decision falls to be made in some other way under these rules) shall be referred to the arbitration of a single arbitrator (pursuant to the Arbitration Act for the time being in force) to be appointed in default of agreement between parties to the dispute by the President (or failing whom one of the other Officers) for the time being of the Union.

7.6 INTERPRETATION. When required these rules shall be Interpreted as follows:

7.6.1Subject to the provisions of the Act any difference of opinion as to the interpretation of these rules or on any matter not provided for therein shall be decided by the Chairman of a General Meeting at such meeting or by the Committee in every other circumstance, and every decision shall be recorded in the minutes and shall be accepted as the true meaning until thereafter otherwise interpreted on due notice at a subsequent General Meeting.

7.7 SCHEDULE OF DEFINITIONS.The following definitions shall apply:

"The Act" Means the Industrial and Provident Societies Acts 1965-1978 and any subsequent Acts governing or otherwise effecting Industrial and Provident Societies.

"Auditors" Means the auditors of the Club for the time being.

"Chief Registrar"(also Registrar, Central Office. Assistant Registrar [for Scotland] or the Registry of Friendly Societies) shall be reference to the statutory successor carrying on the relevant function of any of them.

"Club" Means Oswestry Rugby Football Club Limited.

"Committee" Means the committee designated in Rule 4.3 and "Committee Member"or "member of the committee" means a member of the committee for the time being and shall include a person co-opted under Rule 4.1.2.

"Financial Statement"Means a balance sheet together with a statement of accounts showing income and expenditure.

"Game" Means the game of Rugby Union Football.

"General Meeting"Means General Meeting of members.

"Ground" Means the ground including stands, clubhouse and any other buildings built thereon maintained and developed under the provisions of Rule 1.3.5.

"Honorary Secretary"Means the Honorary Secretary of the Club for the time being.
"IRFB" Means the World governing body of the game which at the date of the adoption of these rules is the International Rugby Football Board of which the Union is a member.

"IRFB Regulations"Means the Resolutions and Regulations relating to the game promulgated by the IRFB from time to time.
"Laws of the game"Means the laws promulgated by the IRFB from time to time according to which to which the game is played throughout the world.

"Member" Means a member of the club.

"Officers" Means the officers designated in Rule 4.2.1.

"Regulation" Means a resolution, regulation or instruction made in accordance with

Rule 1.4.12.

"Rules" Means the rules of the club for the time being registered by the

Registrar.

"Union" Means the Rugby Football Union.

End Of Rules
Signatures & Document Control

SIGNATURES.The following names accepted this amended constitution for registration with the Financial Services Authority, on behalf of Oswestry Rugby Club, and formally signed their acceptance thereof.
(1)T.M Jones Chairman & Member Date 17-3-08
(2) M. Owen Hon V.P. Date 17-3-08
(3) N.J.V. Ashley V.P Sec & Member Date 17-3-08
(4) T.R. Davies Hon Sec. & Member Date 18-3-08
DOCUMENT CONTROL.

Version 3.0A draft of 11th February 2008 showing incorporating amendments to reflect the resolutions passed at a Special general Meeting of the Club on 4th December 2008.

Version 3.1An updated draft of 21st February 2008 to correct errors and omissions in V3.0 for submission to the Financial Services Authority as a Partial Amendment of Rules for Registration.

Version 4.0Further updated draft of 10th March 2008 for submission to the FSA as a Complete Amendment of Rules for Registration.

Version 5.0Issued to membership on 28th April 2008, following registration with FSA on 8th April 2008 and incorporation of full postal address of Registered Office.

Constitution of Oswestry Rugby Football Club Limited
Based on model rules of the Rugby Football Union -Model 3 (Clubs)
Registered under the Industrial & Provident Societies Act 1965 with the Financial Services Authority
as a Complete Amendment on 8th April 2008. Register Number 28859R