The club is called Mickleover Running Club and the office is situated in Mickleover, Derby, England.
The objects of the club shall be for public benefit generally, but with particular reference to the inhabitants of Mickleover and its surrounding areas.
The objects of the club shall be:
To promote community participation in running as a means of improving health and fitness.
To promote community participation in running as a competitive sport.
To offer coaching capable of helping people to train and prepare safely for competitive running.
To ensure a duty of care to all members of the club.
To provide all the club´s services in a way that is fair to everyone.
The Club is committed to ensuring that equity is incorporated across all aspects of its
operations, activities and development. In doing so, the Club acknowledges and adopts the following Sport England definition of sports equity:
The Club respects the rights, dignity and worth of every
person and shall treat everyone equally within the context of
their sport, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status.
Sports equity is about fairness in
sport, equality of access,
recognising inequalities and
taking steps to address them.
It is about changing the culture
and structure of sport to ensure it
becomes equally accessible to everyone in society.
The Club is committed
to everyone having the
right to enjoy their sport
in an environment free
from threat of intimidation,
harassment and abuse.
All members of the Club have a
responsibility to oppose discriminatory
behaviour and promote equality of opportunity.
The Club will deal with any incidence of
discriminatory behaviour seriously according
to the Club's disciplinary procedures.
4. Exercise of Powers
In furtherance of the Objects but not otherwise the Club may exercise the following powers:
to carry on a sports club;
to provide sports coaching and training;
to organises training races, time trials and specialised training sessions;
to participate in local cross country and road running league races;
to provide information, advice and guidance;
to publish or distribute information including Mickleover Running Club by means of reports, leaflets, videos, websites and any other media;
to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to open and operate bank accounts in the name of the Club;
to insure the property of the Club against any foreseeable risk and to take out other insurance policies to protect the Club and the Officers when required including the provision of indemnity insurance to cover the liability of the Officers and other staff and volunteers;
to set aside income for special purposes or as a reserve against future expenditure but only in accordance with a policy in Writing on reserves determined by the Committee;
to do all such other lawful things as may further or are conducive to the Objects or any of them.
Subject to these Rules and the general law, the Club shall (as the case may be) becomea member of or affiliate to England Athletics and any constituent body designated to it by
England Athletics and the Club shall comply with and uphold the rules and regulations of the England Athletics and of any such constituent body for the time being in force.
6. Club Membership
The members of the Club from time to time shall be those persons listed in the Club's.
The Committee may make bye laws under clause 27 below establishing classes of
membership with different rights and obligations and shall record such rights and
obligations in the Club's register of members.
7. Admission to Membership
Any person who wishes to be a member of the Club must apply in such form as is
determined by the Committee from time to time and deliver it to the Membership Secretary
Membership of the Club is open to all without discrimination and may only be refused
where admission to membership would be contrary to the best interests of sport or the
good conduct and interests of the Club. No person shall be denied membership of the
Club on the grounds of race, ethnic origin, colour, age, disability, sex, occupation, sexual
orientation, religion, political or other beliefs. A person may appeal against any denial of
membership in accordance with clause 28 below.
The Committee or the members may from time to time fix the levels of admission fees and
annual subscriptions to be paid by different categories of members provided that the
Committee or the members (as the case may be) shall use its best endeavours to ensure
that any such fees or subscriptions do not preclude open membership of the Club.
Membership is not transferable to anyone else.
8. Conditions of Membership
These Rules, including any bye laws made under clause 27 below, shall form a binding
agreement between each member of the Club and members shall comply with these Rules
and bye laws.
The members shall pay any admission fees and annual subscription set by the Committee
under clause 7.3 above.
Subject to these Rules and the general law, the members of the Club shall so exercise
their rights, powers and duties and shall where appropriate use their best endeavours to
ensure that others conduct themselves so that the business and affairs of the Club are
01 December 2016 3 Club Constitution
carried out in furtherance of the Objects and in accordance with the rules and regulations
of England Athletics for the time being in force.
9. Cessation of Membership
Membership of the Club shall terminate if:
the member dies;
the member, being an individual, is convicted of a criminal offence which involves
the member resigns by notice in writing to the Club by giving at least seven days'
notice in writing to the Club provided that upon such resignation the number of
members is not less than one.
the member is in arrears to the Club and his or her subscriptions or any other
payments are at least three months overdue;
the member is removed from membership by a resolution of the Committee on the
grounds that it is in the best interests of the Club that his or her membership is
terminated. A resolution to remove a member from membership may only be passed
the member has been given at least twenty one days' notice in Writing of the
Committee meeting at which the resolution will be proposed and the reasons why it
is to be proposed;
the member or, at the option of the member, the member's representative (who
need not be a member of the Club) has been allowed to make representations to
the Committee decides to remove him or her from membership of the Club or
the member fails to attend the meeting without sufficient reason.
The Committee may exclude the member from the Club's premises until the meeting
has considered this matter (save that he or she shall be entitled to attend the meeting
in question for the purpose of making representations to the meeting). A person may
appeal against a decision to remove him or her from membership in accordance with
clause 28 below.
Any person ceasing to be a member forfeits all rights in relation to and claims upon the
Club, its property and its funds and has no right to the return of any part of his subscription
fee. Without prejudice to the foregoging, the Committee may refund an appropriate part
of a resigning member's subscription fee if it considers it appropriate in all the
In the event of a member´s resignation or expulsion, his or her name shall be removed
from the Club´s register of members.
Members shall be entitled to bring one or more guests to any activity of the Club with the
express consent of the Chair or the Secretary.
The member in question shall be responsible for the acts and omissions of his or her
guests and shall be liable to the Club for any loss or damage of any kind whatsoever
suffered or incurred by the Club as a direct or indirect result of the acts or omissions of any
of his or her guests.
Guests shall be legally bound by these Rules as if they were a member save that guests
shall have none of the rights of membership.
A guest may be required to pay a visitors fee at such amount and sign a guest register in
such form as shall from time to time be determined by the Committee.
11. General Meetings
The Committee shall call an Annual General Meeting (AGM) each year and no more than
fifteen months shall pass between one AGM and the next following one. The business of
an AGM shall include:
the receipt of a report of the activities of the Club over the previous year;
. the receipt of a report of the Club´s finances over the previous year;
the election and retirement of Officers; and
any other business.
All General Meetings other than the AGM shall be called Extraordinary General Meetings
An EGM may be called at any time by the Committee at any time and shall be called within
fourteen days of the receipt by the Secretary of a requisition in Writing, signed by not less
than five members stating the purposes for which the EGM is required and the resolutions
proposed. Business at an EGM may be any business that may be transacted at an AGM.
12. Notice of General Meetings
An AGM or EGM shall be called on at least twenty one clear days before the meeting save
that 90% of all the members may agree to shorter notice.
The notice shall specify the date, time and place of the meeting and the general nature of
the business to be transacted and, in the case of an AGM, shall specify the meeting as
The Secretary shall send to each member at their last known address written notice of the
date of a General Meeting (whether an AGM or an EGM) together with the resolutions to
The accidental omission to give notice of a General Meeting to or the non-receipt of notice
of a General Meeting by any person entitled to receive notice shall not invalidate the
proceedings at that meeting
13. Proceedings at General Meetings
No business shall be transacted at any General Meeting unless a quorum is present. The
quorum for an AGM or EGM shall be the greater of two members or 25% of the total
number of members.
If a quorum is not present within half an hour from the time appointed for the meeting or if
during a meeting a quorum ceases to be present the meeting shall stand adjourned to the
same day in the next week at the same time and place as the Committee may determine.
If the number of members present at the adjourned meeting in insufficient to constitute a
quorum in accordance with clause 13.1 above, the members present shall constitute a
The Chair, or in his or her absence any other Officer, shall preside as the chair of the
meeting. Each member present shall have one vote but in the event of an equality of votes
the chair of the meeting shall have a casting vote.
The Secretary, or in his or her absence any other Officer, shall enter the minutes into the
Club's minute book.
The Committee may make whatever arrangements they consider appropriate to enable
members attending a General Meeting to exercise their rights to speak or vote whether
attending directly or by telephone communication or by video conference, an internet video
facility or similar electronic method allowing visual and/or audio participation.
14. Voting Procedure
Except where these Rules specify that the members must make a decision by Special
Resolution, the members shall make decisions by Ordinary Resolution. Alternatively the
members may make any decision in Writing by unanimity.
A resolution is passed as an Ordinary Resolution:
at a General Meeting if it is duly approved by a simple majority of the members
present and voting in accordance with these Rules; or
by written resolution if it is duly approved by a simple majority of all the members in
accordance with these Rules.
A resolution is passed as a Special Resolution:
at a General Meeting if it is duly approved by at least 75% of the members present
and voting in accordance with these Rules; or
by written resolution if it is duly approved by a at least 75% of all the members in
accordance with these Rules.
15. Written Resolutions
Unless otherwise provided in these Rules, a written resolution approved by the relevant
percentage of all the members of the Club shall be as effective as if passed at a duly
convened General Meeting
A copy of a proposed written resolution must be sent to every member together with a
statement informing the member how to signify his or her agreement and the date by which
the resolution must be passed if it is not to lapse.
The required percentage of members must signify their agreement to the written resolution
within the period of twenty eight days beginning with the circulation date. Otherwise the
written resolution will lapse and subsequent agreement will be ineffective.
A written resolution may consist of several documents in the same form each signed or
authenticated by one or more members.
16. Powers of the Committee
Subject to any direction given by Special Resolution of the members, the Committee shall
be responsible for the management of all the affairs of the Club and may exercise all the
powers of the Club.
No alteration of these Rules and no such direction by the members shall invalidate any
prior act of the Committee which would have been valid if that alteration had not been
made or that direction had not been given.
The Committee shall have the power to decide all questions and disputes arising in respect
of any issue concerning the Rules.
The Committee may delegate to any person, company or sub-committee any of its powers
or functions, the implementation of any of its decisions or the day-to-day management of
the affairs of the Club by such means, to such an extent, in relation to such matters or
areas and on such terms as they may determine in accordance with these Rules.
Subject to these Rules and the general law, the Committee shall so exercise its rights,
powers and duties and shall where appropriate use its best endeavours to ensure that
others conduct themselves so that the business and affairs of the Club are carried out in
furtherance of the Objects and in accordance with the rules and regulations of England
Athletics for the time being in force.
17. The Committee
There shall be at least three Officers of the Club but, unless otherwise determined in
General Meeting, there shall be no maximum. The Committee shall consist of the following
· Membership secretary;
· Kit Secretary
· Coaching coordinator
· Welfare secretary
· any other Officers elected by at a General Meeting.
Officers shall be elected by the members at an AGM. Nominations for election of members
as Officers shall be made:
by the Committee; or
in Writing by the proposer and seconder, both of whom must be existing members of
the Club, to the Secretary not less than fourteen days before the meeting.
Each Officer shall hold office from the date of election until the conclusion of the next AGM.
A retiring Officer may be re-elected at the AGM.
Any vacancy on the Committee which arises between one AGM and the next may be filled
by a member proposed by one Officer, seconded by another Officer and approved by the
An Officer may not appoint an alternate or substitute to act on his or her behalf at any
18. Calling a Committee Meeting
The Committee shall hold not less than three meetings each year
Meetings of the Committee shall be chaired by the or in their absence the Treasurer. The
chair of the meeting shall have a casting vote in the event of a tie.
Notice of a Committee meeting shall be given to each Officer save that it shall not be
necessary to give notice of a meeting to an Officer who is absent from the United Kingdom.
19. Proceedings of a Committee Meeting
Subject to the provisions of these Rules, the Committee may regulate its proceedings as
it thinks fit.
Meetings of the Committee shall be chaired by the or in their absence the Treasurer. The
chair of the meeting shall have a casting vote in the event of a tie.
The quorum for the transaction of business of the Committee shall be the greater of three
Officers or two-thirds of all of the Officers (rounded up).
Decisions of the Committee shall be made by a simple majority of those Officers attending
the Committee meeting.
Decisions of the Committee of meetings shall be entered into the Club's minute book.
A resolution in Writing signed by all the Officers (or members of a sub-committee) entitled
to vote on the matter shall be as valid and effective as if it had been passed at a meeting
of Officers or (as the case may be) a sub-committee duly convened and held. Such a
resolution may consist of several documents in the same form each signed by one or more
of the Officers (or members of the sub-committee).
20. Disqualification from Office
A person shall cease to hold office as an Officer if:
he or she is disqualified from holding office as a company director;
he or she is subject to a decision of England Athletics that such person be suspended
or disqualified from holding office or from taking part in any activity relating to the
administration or management of a club;
the Committee reasonably believes that he or she has become incapable by reason
of illness or injury of managing and administering his or her own affairs and it decides
to remove him or her from office;
he or she resigns from his or her office by notice to the Club (but only if at least the
minimum number specified in clause 17 above will remain in office when the notice
of resignation is to take effect);
he or she is absent without the permission of the Committee from all its meetings held
within a period of six months without good reason and the Committee decide that his
or her office be vacated;
a bankruptcy order or an order is made against him or her in individual insolvency
proceedings in a jurisdiction other than England and Wales which has an effect similar
to that of bankruptcy;
he or she makes a composition with his or her creditors generally in satisfaction of
his or her debts;
he or she is removed from office by the Committee on the grounds that he is in
material or persistent breach of the Club's code of conduct as amended from time to
time. A decision to remove an Officer from office under this clause 20.1.7 may only
be passed if:
the Officer has been given at least twenty one clear days' notice in Writing of
the Committee meeting at which the decision will be made and the reasons why it
is to be proposed; and
the Officer or, at the option of the Officer, the Officer's representative (who
need not be an Officer) has been allowed to make representations to the meeting;
he or she ceases to be a member of the Club for any reason whatsoever.
The provisions of clause 20.1 above shall also apply to sub-committees and any member
of a sub-committee who is not an Officer.
A bank account shall be opened and maintained in the name of the Club (Mickelover
Running Club). Designated account signatories shall be the Chair, the Secretary and the
Treasurer. No sum shall be expended from the Club Account except by cheque signed by
two of the designated signatories or by electronic transfer approved by at least one of the
designated signatories subject to a maximum amount fixed by the Committee. All monies
payable to the Club shall be received by the Treasurer and deposited in the Club Account
as soon as is reasonably practicable.
The Club's financial year shall end on 31 March each year or such other date as the
Committee may determine from time to time provided that no financial year shall be
shortened to less than nine months or extended to more than fifteen months.
The Committee shall cause minutes to be made in electronic form kept for the purpose:
of all appointments of Officers made by the members or the Committee;
of all resolutions of the members and of the Committee (including decisions of the
Committee made outside a meeting); and
of all proceedings and reports of meetings of the Club and of the Committee, and of subcommittees,
including the names of those present at each such meeting.
23. Records and Accounts
The Committee shall comply with all legal requirements as to maintaining a register of
members, keeping financial records, the audit of accounts and the preparation of:
· annual reports;
· annual returns; and
· annual statements of account.
No member shall (in such capacity) have any right of inspecting any accounting records or
other books or documents of the Club except as conferred by any rule of law or authorised
by the Committee or by resolution of the members.
24. Communications by the Club
Subject to these Rules, any document or information (including any notice, report or
accounts) sent or supplied by the Club under these Rules may be sent or supplied:
in hard copy form;
in electronic form; or
by making it available on a website or internet forum.
for any loss or damage caused by criminal or fraudulent conduct; or
A member present at a meeting of the Club shall be deemed to have received notice of
the meeting and the purposes for which it was called. Where any document or information
is sent or supplied by the Club:
where it is sent by post it is deemed to have been received two working days after it
where it is sent or supplied by electronic means, it is deemed to have been received
on the same day that it was sent; or
where it is sent or supplied by means of a website or internet forum, it is deemed to
have been received when the recipient received (or is deemed to have received)
notice of the fact that the material was available on the website or forum.
An Officer or member may agree that documents or information sent or supplied to that
person in a particular way are deemed to have been received within a specified time and
for the specified time to be less than forty eight hours.
Proof that an envelope containing a document or information was properly addressed,
prepaid and posted shall be conclusive evidence that such document, notice or information
was sent. Proof that a document or information was properly addressed and sent or
supplied by electronic means shall be conclusive evidence that such document or
information was sent or supplied.
Copies of the Club's annual accounts and reports need not be sent to a person for whom
the Club does not have a current address. Notices of General Meetings need not be sent
to a member who does not register an address with the Club or who registers only a postal
address outside the United Kingdom, or to a member for whom the Club does not have a
24 Personal Risk
Members and guests acknowledge and accept that playing or participating in sport of any
kind can be dangerous and may result in injury and damage to property. Members and
guests shall take personal responsibility for their own actions and play or participate in the
Club's sporting activities at their own risk.
Subject to clause 25.3 below, the liability of the Club and its Officers to any member is
limited to the net assets of the Club.
Nothing in these Rules shall limit or exclude liability:
for death or personal injury caused by negligence;
for any loss or damage caused by criminal or fraudulent conduct; or
for any other liability which cannot lawfully be limited or excluded;
Without prejudice to any other indemnity to which an Officer may otherwise be entitled, every
Officer of the Club shall be indemnified out of the assets of the Club against any liability incurred
by him or her in the proper discharge of his or her duties to the fullest extent permitted by law.
27. Bye Laws
The Committee may from time to time make such bye laws as they may deem necessary
or expedient or convenient for the proper conduct and management of the Club and for
the purposes of prescribing classes of and conditions of membership and membership and
in particular the Committee may by such bye laws regulate:
the establishment of different categories of membership of the Club;
the admission and classification of members of the Club and the rights and privileges
of such members and the conditions of membership and the terms on which members
may resign or have their membership terminated and the entrance fees, subscriptions
and other fees or payments to be made by members;
the creation of regulations, standing orders and bye laws for the better administration
of the Club and to govern the functioning of sub-committees to assist the Committee
in the better administration of the Club;
the adoption or alteration of such other regulations or policies as the Committee thinks
the conduct of members of the Club in relation to one another and to the Club's
Officers, staff, volunteers or beneficiaries including disciplinary procedures;
the terms on which members and guests may be permitted to take part in the Club's
the setting side of the whole or any part of parts of the Club's premises at any
particular time or times or for any particular purpose or purposes;
any licensable or other regulated activities of the Club.
the procedure at General Meetings and meetings of the Committee and subcommittees
insofar as such procedures are not regulated by these Rules;
the appointment of proxies, the form and content of proxy notices, the delivery of
proxy notices to the Club and the revocation of such appointments;
any procedures to assist the resolution of disputes within the Club;
generally all such matters as are commonly the subject matter of club rules;
provided that nothing in such bye laws shall prejudice the Club's affiliation to England
The Club in General Meeting shall have power to alter, add to or repeal the bye laws and
the Committee shall adopt such means as they think sufficient to bring to the notice of the
members of the Club all such bye laws.
28. Complaints and Disputes
All concerns, allegations or reports of malpractice or abuse relating to the welfare of
children or vulnerable adults will be recorded and responded to swiftly and appropriately
in accordance with the Club´s safeguarding policy and procedures. The Chair shall be the
lead Officer for all members in the event of any safeguarding concerns.
Any complaints regarding the behaviour of members or Officers shall be presented and
submitted in writing to the Secretary. Unless exceptional circumstances apply, the
Committee will hear complaints within fourteen days of receiving a complaint. Subject to
clause 28.3 below, a decision of the Committee shall be final and conclusive.
A person whose application for membership has been rejected by the Committee or whose
membership has been terminated by a decision of the Committee will have a right of appeal
to the members in General Meeting. Unless exceptional circumstances apply, the
members shall consider the appeal within twenty eight days of the Club receiving the
If a dispute arises between any members or Officers of the Club about the validity or
propriety of anything done by any member or Officer under these Rules and the dispute
cannot be resolved by agreement, the parties to the dispute must first try in good faith to
settle the dispute by mediation before resorting to litigation.
29. Alteration of the Rules
No alterations or amendments shall be made to or in the provisions of these Rules except by Special Resolution in accordance with these Rules.
The Club shall make no additions or alteration to these Rules without the express prior consent of England Athletics (insofar as such consent is required under the rules and
regulations of England Athletics for the time being in force.
The Club shall make no additions or alterations to or in the provisions of these Rules without the prior written consent of the Commission in relation to:
· clause 2 (Objects);
· clause 25 (Personal Risk);
· clause 26 (Indemnity);
· this clause 34 (Alteration of the Rules);
A decision to dissolve the Club may only be passed by Special Resolution at a General Meeting.
The dissolution shall take effect from the date of the resolution and the Committee shall be responsible the winding up of the assets and liabilities of the Club.
Any surplus assets remaining after the discharge of the debts and liabilities of the Club shall be applied or transferred in any of the following ways in accordance with the
directly for the Objects of the Club;
to any institution or institutions for purposes falling within the Objects of the Club; or
to any institution or institutions for purposes similar to the Objects of the Club.
In no circumstances shall the surplus assets of the Club be paid to or distributed among any members of the Club under this clause 30.
If no resolution is passed in accordance with clause 30.3 above, the surplus assets of the Club shall be applied for such purpose or purposes as directed by England Athletics.
The Club duly adopted these Rules as its governing document on 01 December 2016.