Rules of the Warwickshire County Cricket Club
INDUSTRIAL AND PROVIDENT SOCIETIES ACTS
1965 to 2003
THE WARWICKSHIRE COUNTY
CRICKET CLUB LIMITED
1.1 The society shall be called "The Warwickshire County Cricket Club Limited".
2. REGISTERED OFFICE
2.1 The registered office of the Club shall be at the County Ground, Edgbaston, Birmingham B5 7QU or at such other location as the Committee may from time to time decide.
2.2 Notice of any change in the situation of the registered office shall be given by the Chief Executive, within 14 days after the change, to the Financial Conduct Authority.
3. OBJECTS AND POWERS
3.1 The objects of the Club are the promotion and furtherance of the game of cricket at the County Ground, Edgbaston, Birmingham and within the County of Warwickshire by activities within and beyond that County and the provision for members of facilities for the enjoyment of such game.
3.2 In furtherance of its objects the Club shall have power to do all such things as are incidental or conducive to the objects of the Club, including (but not limited to) all or any of the following:-
3.2.1 either directly or indirectly (including (without limitation) through the medium of any one or more subsidiary or other legal entity or business medium of any kind whatsoever and whether or not the Club has control of such entity or medium) 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 other activities (including (but not limited to) leasing, sub-leasing, re-leasing, renting, acquiring, altering, erecting, holding, selling, improving, developing, repairing, hiring 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;
3.2.2 to borrow or raise money by any means and on the basis of any security or other arrangement or dealing with the Club's undertaking whatsoever for the purposes of or in connection with the Club's activities or any of them, including, without limitation, to mortgage and charge all or any of the real and personal property and assets, present or future, of the Club, and to issue at par or at a premium or discount, and for such consideration and subject to such rights, powers, privileges and conditions as may be thought fit, debentures or debenture or loan stock, either permanent or redeemable or repayable and whether secured or unsecured, or any other securities whether by way of mortgage or otherwise and whether outright or by way of security 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, whether directly or indirectly, and collaterally or further to secure any securities of the Club by a trust deed or other assurance save that (a) the total amount outstanding from time to time in respect of any borrowed money shall not exceed the sum of £20 million or such greater sum as the Committee shall determine from time to time and (b) the annual rate of interest payable by the Club in respect of its borrowings or any part of such borrowings (except any money borrowed by way of bank overdraft or secured by mortgage of or charge on the Club's property or any part of such property) shall not exceed 3 per cent above the published Base Lending Rate of the Club's principal bankers for the time being in force or such other rate as the Committee shall determine from time to time;
3.2.3 to apply for and hold any licences that may be required for or in connection with the activities of the Club and to provide catering and such other facilities as the Committee shall consider desirable;
3.2.4 to promote or stage competitions and entertainments in connection with the game of cricket and any other sports recreations and entertainments;
3.2.5 to invite, receive and make donations for, or otherwise promote or assist in, the development or continuance of facilities for, or the prestige of, the game of cricket or any other sports or recreations;
3.2.6 to 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 or ex-employees or the activities, officers, ex-officers, employees or ex-employees of any company which is for the time being or has at any time been a subsidiary of the Club;
3.2.7 to provide pensions, insurances and other benefits to employees or ex-employees of the Club or of any subsidiary of the Club or the dependants or relatives of any such persons and to establish and maintain or concur in 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; and
3.2.8 to accept and grant sponsorships, franchises and make such other arrangements as the Committee in its discretion shall think fit.
3.3 The profits of the Club shall be applied in furthering the objects of the Club.
4. USE OF NAME
4.1 The name of the Club shall:-
4.1.1 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 and shall be engraved in legible characters on its seal;
4.1.2 be stated in legible characters:-
(a) in all business letters of the Club;
(b) in all its notices, advertisements and other official publications;
(c) 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
(d) in all bills, invoices, receipts and letters of credit of the Club.
4.2 Save with the authority of the Committee, no member shall at any time use the name of the Club in any document or advertisement issued or published by him/her or on his/her behalf or with his/her authority in such a way as to indicate or imply that such document or advertisement was issued or published by or on behalf of or with the authority of the Club or the Committee.
The Committee may (subject to the provisions of Rule 6) offer such categories of membership of the Club with such qualifications, duties and privileges and in such numbers (subject to any maximum fixed in accordance with Rule 5.2) as it may from time to time decide but always on the basis that every member shall have one vote.
5.2 Number of Members
5.2.1 The Committee may fix a maximum number of members in any one season, either as a whole or in one or more categories.
5.3.1 The admission of members shall be vested in and under the control of the Committee. No person shall be admitted to membership who is under 18 years of age.
5.3.2 Applications for membership shall be submitted on the appropriate form (obtained from the Chief Executive) approved for the time being by the Committee. Applicants must state their name and address together with such particulars as the Committee may from time to time require and, when completed, the form must be delivered to the Chief Executive together with the appropriate entrance fee (if any) and annual subscription fees for the time being payable in accordance with Rule 9.
5.3.3 The admission of an applicant to membership of the Club shall be forthwith notified to him/her by the Chief Executive.
5.3.4 The Committee shall have power to elect as an honorary life member any person (whether an existing member or not) whose service to the Club or to the game of cricket in its opinion merits such recognition. Such an honorary life member shall enjoy such special rights and privileges (including not being required to pay any annual subscription) in addition to his/her rights and privileges as a member as the Committee may from time to time (whether before or after his/her election as an honorary life member) decide.
5.4 Misconduct of Members
5.4.1 The Chief Executive or Chairman shall have power to order the withdrawal from the Club's premises of any member who is in breach of any of the Club's Ground Rules or any ECB Rules or any other Bye-Laws or regulations relating to the use of the Club's premises by members or who otherwise misconducts himself/herself. Save with the consent of the Chairman or Chief Executive any such member shall have no right of re-entry to the Club's premises before the conclusion of the meeting of the Committee at which the action to be taken with regard to such member is considered pursuant to Rule 5.5 or the Committee notifies such member in writing that the matter is to be taken no further.
5.5 Reprimand, Suspension and Expulsion
5.5.1 The Committee shall have power to reprimand, suspend for a period not exceeding 12 months or expel any member who infringes any of these Rules or any Bye-Laws or regulations made under these Rules (including the Club's Ground Rules) or any ECB Rules or whose conduct or action, whether at the County Ground, Edgbaston or not, is, in the opinion of the Committee, prejudicial to, or inconsistent with, the interests of the Club or of the game of cricket or may bring the game of cricket or any cricketer or group of cricketers into disrepute or is otherwise such as to render his/her, in the opinion of the Committee, unfit to be a member. Without limiting the generality of the previous sentence, if any member wilfully transfers, lends or parts with his/her membership card to any other person so as to enable that person or any other person to use that card, then such action shall be deemed to be conduct inconsistent with the interests of the Club. For the avoidance of doubt, "membership card" does not include any transferable guest or junior card issued to a member.
5.5.2 Before the Committee exercises its power to reprimand, suspend or expel a member, the member concerned must be given at least fourteen days notice, in writing, of the date, time and place of the Committee meeting at which the proposal to exercise that power in relation to that member is to be considered, of the nature of such proposed exercise and of the general nature of the reason for it. Any such member shall have the right to appear before and to be heard by a sub-committee appointed by the Committee for that purpose or to explain his or her conduct in writing. Any such sub-committee shall meet and report to the Committee before the Committee exercise such power and the member concerned shall be given at least 7 days notice in writing of the date, time and place of meeting of the sub-committee. The decision of the Committee regarding the exercise or otherwise of such power in relation to any member shall be final.
5.5.3 A member who is expelled thereupon forfeits all rights and privileges as a member in respect of the Club and its property and forthwith ceases to be a member.
5.5.4 A member who is suspended shall not during such suspension be entitled as a member to use or be on the Club's premises nor to attend any general meeting nor vote on any resolution or upon any election nor hold any office, but shall remain liable to pay his/her subscription.
5.5.5 If a member is reprimanded the Committee shall be entitled to make public that fact and the reason(s) for such reprimand.
5.6.1 Any member may at any time resign as a member by giving written notice to the Club at its registered office.
5.6.2 If a member is adjudged bankrupt or if a court order is made appointing a receiver or other person with powers to control or administer a member's property or any part of such property (if such part includes his/her share in the capital of the Club) that member shall thereupon automatically cease to be a member.
5.7.1 It is the duty of each member to notify the Chief Executive of his/her current address and to notify the Chief Executive of any change in such address as soon as it occurs.
5.7.2 If any member has any cause for complaint for any reason whatsoever he/she shall bring the same before the Committee by writing to the Chief Executive. Under no circumstances may a member personally reprimand a servant of the Club or of any other person or organisation operating with the Club's approval in or about the Club's premises or any other ground where a Club team may from time to time be playing.
6. SHARE CAPITAL
6.1 The capital of the Club shall consist of shares of the value of 5p each.
6.2 Every member 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.
6.3 Each person who is a member at the time these Rules take effect pursuant to Rule 30 shall be allotted one share forthwith and 5p of any subscription paid by him/her which became due on 1st January 1990 shall be applied in paying up the same in full.
6.4 Each person who becomes a member after the time these Rules take effect shall be allotted one share upon his/her admission and 5p out of any entrance fee or (if none) the first subscription paid by him/her shall be applied in paying up the same in full.
6.5 In the case of a life member (whether honorary or paid up), any share allotted to him/her upon these Rules taking effect or upon his/her becoming such a member (as the case may be) pursuant to either Rule 6.3 or Rule 6.4 shall be allotted credited as fully paid by way of a capitalisation of any profits of the Club or any sum standing to the credit of the Club's reserves, and the Committee shall be empowered to take all necessary steps to give effect to this Rule.
6.6 No share shall be transferable or withdrawable by any member and no interest, dividend or bonus shall be payable on any share. Any member transferring or attempting or purporting to transfer his/her share or any interest in that share or any rights associated with that share shall (if the Committee in its absolute discretion so decides) be deemed to have resigned as a member as from such transfer or attempted or purported transfer.
6.7 A member shall forfeit his/her share on ceasing for whatever reason to be a member, and any amount due to him/her in respect of such share shall thereupon become the property of the Club.
6.8 The Club shall not be required to issue a certificate to any member in respect of his/her share.
The Club may be dissolved by the consent of three quarters of the members by their signatures to an instrument of dissolution, or by winding up in a manner provided by the Acts. If on the winding up or dissolution of the Club any of the assets remain to be disposed of after its liabilities are satisfied and the repayment at par value of its share capital then a sum equivalent to the open market value of the Edgbaston Cricket Centre, such market valuation to be determined by an independent valuer appointed by the English Sports Council, shall not be paid to or distributed amongst the members but shall be given or transferred to some other club or organisation to be selected by the members at the time of or prior to the dissolution of the Club. If any of the Club's assets remain to be disposed of after such transfer then they shall be distributed amongst the members pro rata to the respective number of shares held by each member.
7.1 Juniors may at the discretion of the Committee, upon completion by one of their parents or guardians of the appropriate form (obtained from the Chief Executive) approved for the time being by the Committee and payment of the appropriate entrance fee (if any) and annual subscription for the time being payable in accordance with Rule 9, be permitted to participate in such of the activities of the Club as the Committee may from time to time direct.
7.2 The Committee shall have power at any time to revoke the permission granted to any junior to participate in activities, in which event such junior shall not be entitled to a refund of all or any part of any entrance fee or subscription paid by or on behalf of him/her.
7.3 Juniors permitted to participate in activities as described above shall not as such be members but shall in all respects be subject to this Rule 7 and to such Bye-laws as the Committee may from time to time make regarding juniors.
8. VISITORS AND GUESTS
The Committee shall have power to make Bye-laws for the purpose of regulating the right of members to introduce visitors and guests to the Club.
9. ENTRANCE FEES AND SUBSCRIPTIONS
9.1 The amount of entrance fee (if any) and annual subscription for each category of membership in respect of each calendar year shall be decided by the Committee. If the amount of the entrance fee and/or annual subscription for any category of membership shall be changed by the Committee from that in force in the previous calendar year, the amount of subscription for all categories of membership in respect of which a change has been made by the Committee shall be notified to all members in that category or categories of membership as soon as convenient and cost effective. Without the prior approval of the members in general meeting, the amount of the annual subscription shall not be increased by the Committee in any one year by more than a percentage which is equal to the aggregate of twenty per cent. plus the annual rate of inflation which is current at the time such limit is increased. For this purpose the annual rate of inflation shall be calculated by reference to the percentage increase in the All Items Retail Price Index published by the Office for National Statistics ("RPI") taking the figure for the June (published in the following July) in the year prior to the commencement of the particular subscription year of the Club as against the figure for the previous June (published in the previous July). For this purpose, a negative annual rate of inflation shall count as zero. If the RPI is re-based or is, for any reason, not available, the Committee shall make such other arrangements as, in its discretion, it thinks appropriate in order to calculate the annual rate of inflation.
9.2 All subscriptions shall become due on 1st January in each year save that, in the case of new members and new juniors, entrance fees (if any) and/or subscriptions for the year current at the date of his/her admission shall be due at that time.
9.3 Any member or junior whose subscription has not been paid before the 31st January next following the date on which it became due will cease automatically on and from that 31st January to be a member or junior (as the case may be), but the Committee shall have power to re-admit any such member or junior who explains and rectifies his/her default to its satisfaction.
10. MEETINGS OF MEMBERS
10.1 Annual General Meetings
10.1.1 In January or February each year, on a date to be fixed by the Committee, the Club shall hold a general meeting of members as its annual general meeting.
10.1.2 The business to be transacted at each annual general meeting shall include the following matters:-
10.1.2.1 to receive and approve the report and accounts for the previous financial year together with the report of the Auditors on such accounts;
10.1.2.2 to elect or (as the case may be) re-elect the following:-
Committee Members pursuant to the provisions of Rule 18;
10.1.2.3 to consider any members' special resolution or motion notice of which has been given to the Chief Executive in accordance with Rules 10.1.3 or 10.1.4;
10.1.2.4 to consider any resolution or motion proposed by the Committee or composite motion pursuant to Rule 10.1.5; and
10.1.2.5 to consider any other business relating to the affairs of the Club which any member or the Committee may wish to raise but no resolution may be put to the vote of the meeting under this item.
10.1.3 A member wishing to propose a members' special resolution for consideration at an annual general meeting shall give notice in writing to the Chief Executive of such wish, and of the form and content of the special resolution not later than the 30th November immediately prior to that meeting. Such notice shall not be effective unless it is signed by the proposer and by the greater of:-
10.1.3.1 250 members; and
10.1.3.2 members representing 5% of the total voting rights of all members having at the date of receipt of the notice by the Chief Executive the right to vote at general meetings of members;
and is in the form specified below (copies of which will be kept by the Chief Executive and made available to members upon request) or in such other form as the Committee may accept.
"To the Chief Executive of The Warwickshire County Cricket Club Limited:
I, the undersigned, being a member of the Club and having at the date hereof a right to vote at the next annual general meeting, hereby give you notice in accordance with Rule 10.1.3 of the Club's Rules of the following special resolution which I intend to propose at the next annual general meeting:
[Set out proposed special resolution]
Dated [Signature of proposer]
[Signatures of other members)"
For the purposes of this Rule the written certificate of the Chief Executive provided at the request of the proposer shall be final and conclusive as to the total voting rights of all members having the right to vote at general meetings of members both as at the date of the certificate and as at the date of receipt of the said notice by the Chief Executive provided that no more than 30 days intervene between the said dates. A members' special resolution may only be withdrawn with the consent of the Committee.
10.1.4 A member wishing to propose a motion for debate at an annual general meeting shall give notice in writing to the Chief Executive of such wish and of the form and content of such motion to be received by the Chief Executive not later than the 30th November immediately prior to that meeting. To be effective each such notice must be in the form set out below (copies of which shall be kept by the Chief Executive and made available to members upon request) or in such other form as the Committee may accept and signed by the member.
"To the Chief Executive of The Warwickshire County Cricket Club Limited: I, the undersigned, being a member of the Club and having at the date hereof a right to vote at the next annual general meeting hereby give you notice in accordance with Rule 10.1.4 of the Club's Rules of the following motion for debate at the next annual general meeting:
[Set out motion]
[Signature of Proposer]"
10.1.5 If the Chief Executive receives more than one notice proposing, in the opinion of the Committee, similar motions for debate at an annual general meeting, the Committee may by resolution direct that such motions shall not be debated but that in lieu thereof a composite motion incorporating the essential features of all such motions formulated by the Committee shall be debated.
10.1.6 With the consent of the Committee a motion of which notice has been given pursuant to Rule 10.1.4 may:-
10.1.6.1 be amended by notice in writing addressed to the Chief Executive not less than 7 days prior to the date fixed by the Committee for the despatch of the second notice referred to in Rule 11.1.2; or
10.1.6.2 be withdrawn by the like notice at any time.
10.1.7 A member who has given notice of intention to propose a members' special resolution pursuant to Rule 10.1.3 may provide the Chief Executive with sufficient copies of a statement in support of the special resolution to enable one copy to be despatched to each member with the second notice referred to in Rule 11.1.2 and if the member does so the Club shall despatch a copy of the statement to each member with the said notice provided that:-
10.1.7.1 the copies of the statement are received by the Chief Executive not less than 7 days prior to the date fixed by the Committee for the despatch of the notice referred to in Rule 11.1.2;
10.1.7.2 the statement is on A4 size paper; and the statement does not contain any defamatory matter, as to which the decision of the Committee shall be final and binding on the member without the Committee being required to give reasons for its decision.
10.1.8 No member of the Committee shall give notice of his intention to propose a members' special resolution pursuant to Rule 10.1.3 or a motion pursuant to Rule 10.1.4 without the prior consent of the Committee evidenced by a resolution to that effect passed at a meeting of the Committee.
10.2 Special General Meetings
10.2.1 All general meetings of members other than annual general meetings shall be called special general meetings.
10.2.2 The Committee may convene a special general meeting at any time.
10.2.3 The Committee must convene a special general meeting upon receipt of a members' requisition which:-
10.2.3.1 is signed by the greater of (a) 250 members; and (b) members representing 5 per cent of the total voting rights of all the members having at the date of receipt of the requisition a right to vote at general meetings of members; and
10.2.3.2 specifies the business for which the meeting is to be convened and any resolution(s) to be proposed at such meeting; and
10.2.3.3 is delivered to the Chief Executive.
Any such requisition may consist of several documents in like form each signed by one or more members.
10.2.4 Should a special general meeting not be convened pursuant to a requisition of members which complies with Rule 10.2.3 within 28 days after the date of receipt of that requisition by the Chief Executive (the "Receipt Date") for a date not later than 56 days after the Receipt Date, the members requisitioning that meeting may convene it themselves by giving notice thereof in accordance with Rule 11.4 but any meeting so convened may not be held more than 56 days after the Receipt Date.
10.3 Venue of General Meetings
10.3.1 All general meetings shall be held at the registered office of the Club, unless the Committee (either generally or in a particular case) decide otherwise.
11. NOTICE OF GENERAL MEETINGS
11.1 Each annual general meeting shall be called by:-
11.1.1 a first notice to be despatched not later than the 15th November immediately preceding that meeting; and
11.1.2 second notice to be despatched not later than fourteen clear days before the date fixed for the meeting.
11.2 Each such first notice of an annual general meeting shall at the least:-
11.2.1 specify the date of the meeting;
11.2.2 state the latest available information on the number of vacancies on the Committee which will require to be filled at the meeting in question and on the identity of any candidates for election or re-election (as the case may be) to the Committee at that meeting;
11.2.3 include (whether by note or otherwise), or be accompanied in the same envelope by a separate document which gives or includes, a reminder to members of the contents of Rules 10.1.3 (members' special resolutions) 10.1.4 (members' motions) and 18.2.2 (Committee candidates); and
11.2.4 include a request form to be signed and returned to the Club in the event that the member wishes to receive a paper copy of the report and accounts for the previous financial year.
11.3 Each such second notice of an annual general meeting shall:-
11.3.1 specify the date, time and place of the meeting;
11.3.2 specify the meeting as an annual general meeting;
11.3.3 set out the agenda for the meeting including:-
18.104.22.168 the names of the candidates for election or re-election (as the case may be) as President, Auditors and members of the Committee;
22.214.171.124 any resolution(s) or motion(s) to be considered at the meeting under Rules 10.1.2.3 or 10.1.2.4 or composite motion(s) pursuant to Rule 10.1.5 to be so considered; and
126.96.36.199 a voting form relating to the business to be transacted at the meeting;
11.3.4 specify a web site address at which copies of the report and accounts for the previous financial year, the report of the Auditors on such accounts and any statement received by the Chief Executive in accordance with Rule 10.1.7 may be accessed; and
11.3.5 specify those days and times at which copies of the report and accounts for the previous financial year, the report of the Auditors on such accounts and any statement received by the Chief Executive in accordance with Rule 10.1.7 may be obtained from the society's registered office address.
11.4 Any special general meeting shall be called by a notice to be despatched not later than fourteen clear days before the date fixed for the meeting. Each such notice shall:
11.4.1 specify the date, time and place of the meeting;
11.4.2 set out any resolution(s) to be considered at the meeting; and
11.4.3 (subject to Rule 11.7) be accompanied in the same envelope by a voting form relating to the business to be transacted at the meeting.
No business shall be brought before a special general meeting other than that specified in the notice calling that meeting.
11.5 The Committee may send to each member (or at its discretion to each member with a registered address in the United Kingdom) a reply-paid envelope addressed to the Return Address to accompany a voting form sent to such member under Rules 11.3.4 or 11.4.3. Alternatively the Return Address and reply-paid material may be printed on the reverse of the voting form.
11.6 All members are entitled to receive notice of every general meeting and (pursuant to Rules 11.3.4 or 11.4.3 as the case may be but subject to Rule 11.7) a voting form relating to the business to be transacted at that meeting and every member of the Committee who is not a member of the Club and the Auditors are entitled to receive notice of every general meeting and a copy of any communication (other than a voting form) sent to members with regard to that meeting but the accidental omission to give notice of a meeting, a voting form, a statement in accordance with Rule 10.1.7 or a reply-paid envelope to, or the non-receipt of a notice of meeting, voting form, statement in accordance with Rule 10.1.7 or reply-paid envelope by, any person entitled to receive it will not invalidate the proceedings at that meeting.
11.7 If at any time by reason of the suspension or curtailment of postal services within the United Kingdom the Club is unable effectively to convene a general meeting by notices sent through the post, a general meeting may be convened by a notice on the web site of the Club and such notice shall be deemed to have been duly served on all members entitled to receive it twelve hours after the time at which the notice is first published. In any such case confirmatory copies of the notice (together with any document(s) (including voting forms) otherwise required by these Rules to accompany a notice of meeting) shall either (a) be sent by post to the persons entitled to receive such a notice if at least seven days prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable or, if not (b) be handed to such persons upon their arrival at the place of the meeting in question.
11.8 For the purposes of this Rule 11, clear days exclude the day on which a notice is treated as having been given and the date of the meeting convened by such notice.
12. PROCEEDINGS AT GENERAL MEETING
12.1 No business may be transacted at any general meeting unless a quorum is present at the commencement of the meeting. Save as provided below, fifty members shall constitute a quorum. If within half an hour from the time appointed for the meeting such a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to such other date and at such other time and place as the chairman of the meeting may determine. If at the adjourned meeting fifty members are not present within fifteen minutes from the time appointed for the meeting the members present will constitute a quorum. Not less than seven clear days notice of the date of any such adjourned meeting shall be given to members.
12.2 The President (if any) shall, if willing and able to act, preside as chairman at every general meeting. If the President is not present within fifteen minutes after the time appointed for holding the meeting or if there is no such President or he/she is unwilling or unable to act the Committee shall appoint a chairman from amongst the Vice-Presidents and, if there is only one Vice-President present and willing to act, he/she shall be chairman. If there are no Vice-Presidents or no Vice-Presidents present and willing to act within fifteen minutes after the time appointed for holding the meeting, the Chairman or in his/her absence some other member of the Committee elected by the Committee member(s) present shall preside as chairman of the meeting.
If no Committee member is present and willing to act within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote may choose one of their number to be chairman of the meeting.
12.3 The chairman of the meeting may, with the consent of that meeting (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is so adjourned it shall be at the discretion of the Committee whether or not to give notice of the adjourned meeting as in the case of the original meeting. The provisions of this Rule are without prejudice to the provisions of Rule 13.3.2.
12.4 Except for representatives of the Scrutineers and persons admitted with the permission of the chairman of the meeting in question (in his/her absolute discretion), admission to any general meeting will only be permitted to members in person upon production in each case of (in the case of an annual general meeting) his/her original second notice of that meeting given pursuant to Rule 11.1.2 or (in the case of a special general meeting) his/her original notice of that meeting or where a meeting is convened by advertisement pursuant to Rule 11.7 such other proof of identity as may be specified in such advertisement. Members may attend the meeting in person whether or not they have voted by returning a voting form prior to the meeting.
12.5 The Chairman of the meeting may exercise the following powers with regard to any debate on a motion:-
12.5.1 power to select members to speak in the debate;
12.5.2 power to close the debate;
12.5.3 power either of his own volition or at the request of a member or members to order a vote by a show of hands on the motion or on a particular question formulated by him or the member or members making such request arising from the debate on the motion.
The Chairman of the meeting shall only be required on any such vote by show of hands to declare that the motion or particular question was carried or not carried or that the vote was inconclusive, as the case may be, without the necessity of counting the votes cast. The result of such vote if the motion or particular question is carried shall not be binding on the Club or the Committee but the Committee shall take note thereof.
13. VOTING AT GENERAL MEETINGS
13.1 Voting Forms
13.1.1 Voting forms shall be sent or given to members in accordance with (and subject to) the provisions of Rules 11.3.4, 11.3.5, 11.4.3 and/or 11.7 as appropriate.
13.1.2 Should any voting form be mutilated or defaced it may be replaced upon surrender to the Chief Executive. Should any voting form be lost or stolen it may be replaced at the discretion of the Chief Executive on such terms as to evidence and undertakings as the Chief Executive may require.
13.1.3 To be effective:-
188.8.131.52 voting forms sent to members pursuant to Rules 11.3.4 or 11.4.3 which are not returned by post and voting forms which are handed out before or at a meeting in accordance with Rules 29.1 or 13.2.2 must be lodged by being handed to the Scrutineers or placed in one of any ballot boxes or other receptacles specifically provided for the purpose at the meeting not later than the time fixed and announced by the chairman of the meeting for the closure of the voting; and
184.108.40.206 voting forms sent to members as mentioned above which are returned by post must be received by the Scrutineers on behalf of the Club at the Return Address not later than 30 minutes before the time fixed for the commencement of the meeting.
13.1.4 The Scrutineers shall not be required to accept any voting form received by post where any amount of postage requires to be paid by him/her or the Club as addressee, other than pursuant to any United Kingdom reply-paid envelope or form issued by the Committee.
13.1.5 Returned voting forms may not be amended or withdrawn and shall be kept in the custody of the Scrutineers. Only original voting forms issued by the Committee shall be valid. Photocopies or other reproductions shall not be valid.
13.2.1 Every resolution (other than a resolution approving or otherwise relating to the minutes of any previous general meeting or the adoption of the report and accounts for any year) which is put to the vote at a general meeting and notice of which has been given to members pursuant to any of the provisions of Rule 11, and every election, shall unless otherwise previously resolved by a special resolution be decided by a poll. On any such poll, votes shall be cast by means of the voting forms sent or given to members pursuant to Rules 11.3.4, 11.3.5, 11.4.3 or 11.7 (as the case may be).
13.2.2 Every resolution which is not required by Rule 13.2.1 to be decided by a poll shall be decided on a show of hands unless a poll is specified in respect thereof in any notice concerning the meeting or (before or on the declaration of the result of the show of hands) demanded by the chairman of the meeting or by at least ten members present at the meeting. If a poll is so demanded it shall be taken forthwith (unless in any particular case the chairman of the meeting directs that it be held later in, or at the end of, the meeting in which event the poll shall be held in accordance with that direction) using voting forms sent with the notice of meeting or issued for the purpose at the meeting to those members who are present in person at the meeting. Unless a poll be so specified or demanded a declaration by the chairman of the meeting that a resolution voted on by a show of hands has been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the books containing the minutes of the proceedings of the Club will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman of the meeting and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
13.2.3 The holding of, or demand for, a poll shall not prevent the continuance of a meeting for the transaction of any business other than that on which the poll was held or demanded.
13.2.4 Every member is entitled to vote at general meetings as follows:-
- on a show of hands every member who is present in person will have one vote; and
- on a poll every member will have one vote
joint members being entitled to one vote only between them.
13.2.5 Where by virtue of Rule 13.2.1 a resolution is required to be decided by a poll, votes may be given either personally or by post in accordance with Rule 220.127.116.11. In any other case, votes may only be given personally.
13.2.6 Each member entitled to vote at general meetings of the Club shall be entitled to exercise only one vote whether by post or in person. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting will be entitled to a second or casting vote.
13.2.7 A vote in favour of a resolution which is to be decided by a poll shall be signified by an "X" marked under the word "For", and a vote against by an "X" marked under the word "Against" on the returned voting form and a vote for a candidate at an election shall be signified by an "X" against the name of that candidate on that form, or, in any .of such cases, by such other mark or method as is considered by the Scrutineers to be unambiguous.
13.2.8 The chairman of the meeting shall promptly deliver returned voting forms to the Scrutineers on behalf of the Club. Voting forms so delivered shall be kept in the custody of the Scrutineers. Returned voting forms considered by the Scrutineers to be mutilated, defaced, illegible or uncompleted shall be recorded as spoilt voting forms.
13.2.9 As soon as reasonably practicable following each poll, the Scrutineers shall certify in writing to the chairman of the meeting in question, on the basis of the returned voting forms delivered to the Scrutineers pursuant to Rule 13.2.8; the total number of votes cast in favour of the relevant resolution(s) (if any); the total number of votes cast against such resolution(s); in the case of a resolution which, under the Rules requires to be passed by more than a simple majority, the proportion of the total number of votes cast in favour; the total number of votes cast for each candidate at an election (if any); and the total number of spoilt voting forms. For this purpose spoilt voting forms shall be excluded from each calculation of votes cast.
13.3 Result of Voting
13.3.1 The result of the voting on a poll as certified by the Scrutineers pursuant to Rule 13.2.9 shall, in the absence of any manifest error, be final and binding on the members.
13.3.2 The chairman of the meeting shall upon receiving such certificate announce the result and declare (a) whether or not the resolution(s) in question (if any) has/have been duly passed and (b) the result of any election. The chairman of the meeting in question may at his/her discretion adjourn the meeting to some place and time fixed by him/her for the purpose of declaring the result of the poll or alternatively may close the meeting when the business of that meeting shall otherwise have been concluded and declare the result of the poll at some other place and time or by some other method of publication fixed by him/her. The result of the poll shall be the resolution(s) of the meeting in question.
13.4.1 The Scrutineers shall act as experts and not as arbitrators.
13.4.2 No member shall be entitled to proceed against the Scrutineers in connection with the exercise or the non-exercise by them of their duties and discretions under these Rules.
13.4.3 The Scrutineers shall procure that all returned voting forms shall be destroyed 10 working days after the date of the announcement of the result of the voting, unless otherwise directed by the Committee.
13.4.4 If the Scrutineers at any time suspect any fraud or other irregularity in voting, they shall promptly consult with the chairman of the meeting failing whom any other Officer. The decision of the chairman of the meeting or such other Officer (as the case may be) as to the admissibility or otherwise of any vote or votes so referred to him/her by the Scrutineers shall be final.
14.1 Every member of the Management Board shall be an officer of the Club for the purpose of the Acts.
14.2.1 The President shall be elected annually at the annual general meeting and shall hold office (unless he/she ceases to be eligible to do so pursuant to Rule 14.2.2) until the conclusion of the next following annual general meeting.
14.2.2 To be eligible to be elected or re-elected to, and to hold, the office of President a person must be a member. If any person holding the office of President for the time being ceases for any reason to be a member or is suspended from membership pursuant to Rule 5.5, he/she shall cease to be so eligible and shall thereupon automatically cease to hold that office.
14.2.3 The President for the time being shall by virtue of his/her office have all the general privileges and status of Committee members including the right to attend and speak at Committee meetings but he/she shall not have the right to vote at such meetings and shall not be an ex officio member of the Committee.
14.3.1 The Committee shall at its first meeting after the annual general meeting in each year appoint one of its number to be its Chairman and may at any time remove him/her from that office. If any person holding the office of Chairman for the time being ceases for any reason to be a Committee member, he/she shall thereupon automatically cease to hold that office. Subject to the foregoing, the Chairman shall hold office until the conclusion of the next following annual general meeting and shall then retire but, if he/she is willing to act, he/she may be reappointed at the first meeting of the Committee held after that annual general meeting.
14.4 If a casual vacancy occurs in the office of President or Chairman, the Committee shall have power to fill such vacancy. Any person so appointed to either of such offices by the Committee shall hold office only until the conclusion of the next following annual general meeting but will be eligible for election or re-election (as the case may be) or reappointment in accordance with the preceding provisions of these Rules.
15.1 The Committee at its discretion may at any time and from time to time elect any person or persons to be (a) Vice-President(s) of the Club and may remove any person or persons from such office.
15.2 Each Vice-President shall, while he/she continues to hold that office and by virtue of that office, have all rights and privileges as the Committee may from time to time decide.
16.1 With the approval of the Committee, the Chairman shall appoint the Chief Executive who shall by virtue of his/her office be an ex officio member of the Committee with all the general privileges and status of a Committee member including the right to vote at Committee meetings.
16.2 With the approval of the Chairman, the Chief Executive shall appoint such other Executives, which will include a Finance Director, as deemed appropriate to the beneficial running of the Club. The Finance Director is by virtue of his/her office an ex officio member of the Committee, with all the rights and privileges of a Committee member, including the right to vote at meetings of the Committee.
16.3 The Chief Executive and any Executives (if appointed) shall be employees of the Club. The other offices of the Club shall be honorary and shall carry such powers and duties as the Committee may from time to time decide.
16.4 Any officer of the Club may at any time resign from his/her office by giving written notice to the Club at its registered office.
17.1 The provisions of the Acts as to the appointment, powers, rights, remuneration and duties of the Auditors shall be complied with.
17.2 The Auditors shall be entitled to attend any general meeting and to receive all notices of and other communications (other than voting forms) relating to any general meeting which any member is entitled to receive, and to be heard at any general meeting on any part of the business of the meeting which concerns them as auditors.
18.1.1 The Committee shall consist of:-
18.104.22.168 not more than the number of members of the Club specified in Rule 18.1.2 elected at a general meeting;
22.214.171.124 a maximum of two members of the Club co-opted to serve on the Committee pursuant to Rule 20.2.5; and
126.96.36.199 such ex officio members as are prescribed by these Rules.
18.1.2 The maximum number of elected Committee Members after the general meeting in:-
2014 shall be 17, and in
2015 shall be 12.
18.2 Appointment and Retirement
18.2.1 At the annual general meeting in each of 2015, 2016 and 2017 the Committee member or members then in office for the longest period since their last election or re-election shall retire.
18.2.2 Each person elected as a Committee member at the annual general meetings in 2015 to 2017 (inclusive) shall be deemed on election to have served one Term for the purpose of Rule 18.2.9 only.
18.2.3 With effect from and including the annual general meeting held in 2018 every Committee member who has at the date of the annual general meeting completed a Term shall retire from office.
18.2.4 No person other than a Committee member retiring either by rotation or pursuant to Rule 18.2.3 shall be eligible for election to the Committee at any general meeting unless a notice of his/her intention to stand for election signed by the candidate to indicate his/her willingness to be elected and by ten other members qualified to vote at the meeting has been received by the Chief Executive, in the case of an annual general meeting, not later than the 30th November immediately prior to that meeting and, in the case of a special general meeting convened on the requisition of members in accordance with the provisions of Rule 10.2.3, with that requisition. Subject to the above provisions of this Rule, the Club may in general meeting fill a vacancy on the Committee by electing to the Committee any person who is willing to be so elected.
18.2.5 The Committee shall have power at any time to fill a vacancy on the Committee by appointing to the Committee a person who is willing to be so appointed. Any Committee member so appointed shall hold office only until the next following Annual General Meeting and shall then retire.
18.2.6 Subject to the provisions of this Rule 18.2, a Committee member who retires at an annual general meeting may, if willing to act, be elected or re-elected (as the case may be) to the Committee.
18.2.7 If the number of candidates for election or re-election (as the case may be) to the Committee does not exceed the number of vacancies then those candidates will be deemed to be elected or (as the case may be) re-elected, at that meeting and no vote(s) shall be taken. If there are more candidates (including those retiring by rotation and standing for election or re-election pursuant to any of the provisions of this Rule 18) than vacancies, an election shall be held. The Committee shall have power to make Bye-laws for the purpose of regulating the manner in which any such election is held.
18.2.8 If a retiring Committee member is not re-elected, he/she shall retain office until the meeting appoints someone in his/her place, or if it does not do so, until the end of the meeting. Accordingly, a retiring Committee member who is re-elected will continue in office without a break.
18.2.9 No person shall be eligible for nomination:-
188.8.131.52 for election or re-election, or for appointment or co-option to the Committee after he or she has attained the age of 70 years; or
184.108.40.206 for re-election to the Committee if he or she has at such time completed three consecutive Terms in office immediately prior to his or her proposed re-election unless he or she has received the consent to re-election of not less than three quarters of the Committee members then in office.
18.2.10 No former employee of the Club shall be eligible for nomination for election or for appointment or co-option to the Committee until a period of two years has elapsed since he or she ceased to be an employee of the Club.
18.3.1 Any Committee member who is absent from Committee meetings for a period of nine months (such time period running from the date of the last meeting which he/she did not attend) shall thereupon automatically cease to be a Committee member unless otherwise resolved by the Committee.
19. PROCEEDINGS OF THE COMMITTEE
19.1 Subject to Rules 19.2 to 19.6, the Committee may meet together for the despatch of business, adjourn and regulate its meetings as it thinks fit subject to it meeting a minimum of four times per year. A Committee member may, and the Chief Executive at the request of a Committee member shall, call a meeting of the Committee. It shall not be necessary to give notice of a meeting to a Committee member who is absent from the United Kingdom.
19.2 The quorum for the transaction of the business of the Committee shall be five.
19.3 Unless he/she is unwilling to do so, the Chairman shall preside at every meeting of the Committee at which he/she is present but if at the relevant time there is no person holding the office of Chairman, or if the Chairman is unwilling or unable to preside or is not present within fifteen minutes after the time appointed for the meeting, the Committee members present may appoint one of their number to be chairman of the meeting.
19.4 Every question arising at a meeting of the Committee shall be decided by a majority of votes of those Committee members present: save that where a question is treated as a matter of substance, any Committee member entitled to attend and vote at a meeting is entitled to appoint another Committee member as his proxy to attend and vote instead of him. A question is to be treated as a matter of substance on the application to the Chairman whether in writing, or during a meeting of the Committee, by not less than three Committee members. On all questions, including matters of substance, if the votes are equal the Chairman of the meeting shall have a second or casting vote.
19.5 A Committee member who is in any way, whether directly or indirectly and whether for himself/herself or through a person connected with him/her, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Club shall declare the nature of his/her interest in accordance with section 177 and 182 of the Companies Act 2006 (or such other section as shall re-enact or replace such sections 177 and 182) as if each Committee member was a director and the Club were a company for the purposes of that Act.
19.6 A Committee member shall not vote, nor count in the quorum, at a meeting of the Committee or of any sub-committee on any resolution concerning a matter in which or in connection with which he/she has, directly or indirectly, an interest or duty which in the opinion of the chairman of the meeting is material and conflicts or may conflict with the interests of the Club. If requested to do so by the chairman of the meeting, such Committee member will withdraw from the meeting while the matter in question is discussed and (if applicable) voted on. If the Committee member in question is the chairman of the meeting, references in the previous sentences of this Rule 19.6 to the chairman of the meeting shall be construed as being references to a majority of the other Committee members present at the meeting at the relevant time.
19.7 The Committee or any sub-committee appointed pursuant to Rule 20.2.4 shall have the right at its discretion to invite persons who are not members of the Committee to attend one or more meetings of the Committee or such sub-committee for the purpose of advising or commenting on the business of such meeting(s) or any part of such business but any such person shall not have any right to vote at any such meeting.
20. POWERS OF THE COMMITTEE
20.1 Subject to the provisions of the Acts and these Rules and any other directions given by special resolution, the affairs and activities of the Club shall be managed by the Committee which may exercise all the powers of the Club. No alteration to these Rules and no such direction shall invalidate any prior act of the Committee which would have been valid if the alteration had not been made or if that direction had not been given.
20.2 Without in any way limiting the provisions of Rule 20.1 the Committee shall have power to:-
20.2.1 invest and deal with the money of the Club not immediately required in such manner as may from time to time be thought expedient;
20.2.2 make and amend bye-laws and regulations to govern the/those matters in respect of which power to make Bye-laws and regulations is reserved to it elsewhere in these Rules provided that no such Bye-laws or regulations shall conflict with any of these Rules;
20.2.3 govern (whether by making Bye-laws or regulations or otherwise) the management, operation and use of the property or facilities of the Club in such manner as it may consider necessary or advisable;
20.2.4 delegate any of its powers to any Officer(s) or Executives or to the Management Board; and
20.2.5 (subject to the limitation contained in Rule 18.1) co-opt any person to serve on the Committee on such terms and for such period (to expire not later than the commencement of the next following Annual General Meeting) as the Committee may determine.
20.3 The Committee shall establish the Management Board.
20.4 No member of the Committee or the Management Board save for Executives shall be entitled to be remunerated for his/her services.
20.5 A meeting of the Committee at which a quorum is present may exercise all powers exercisable by the Committee.
21. THE MANAGEMENT BOARD
21.1 The Management Board shall comprise the following (not exceeding 10 in total):-
21.1.1 Club Members being:
- the Chairman of the Club (Chairman)
- the Chairman of the Cricket Committee, as elected from time to time by the Committee, and
- three other members of the Committee likewise elected.
21.1.2 Executive Members being:
- the Chief Executive; and
- the Finance Director.
21.1.3 up to three non-executive members each of whom has been nominated by the Management Board and appointed by the Committee (the "Non-Executive Members").
21.2 The Committee shall decide from time to time which of its powers to delegate to the Management Board and the terms of reference by which and how those delegated powers are to be exercised by the Management Board. The identity of the delegated powers; the terms of reference by which they are to be exercised; and the persons to be appointed to the Management Board may be varied from time to time by the Committee. The terms of reference of the Management Board and its membership shall be published annually.
21.3 The Management Board shall have power to appoint one or more advisory groups with such terms of reference and membership as it shall think fit with like power to make changes thereto or to dissolve the same.
21.4 A Non-Executive Member shall be appointed for three years following which he or she shall retire. He/she may be re-appointed for a further three years. A Non-Executive Member who has served six consecutive years may not be re-appointed unless the consent of not less than three quarters of the Committee members to such re-appointment has been given. Any such consent may be for a further period, not exceeding three years, as the Committee members may determine.
22. THE AUDIT COMMITTEE AND THE CRICKET COMMITTEE
The Committee shall establish an audit committee and a cricket committee on such terms of reference and with such membership as it shall determine.
23. REGISTER OF MEMBERS AND OFFICERS
23.1 The Club shall keep at its registered office a Register of Members and Officers in which the Chief Executive shall enter the following particulars:-
23.1.1 the names and addresses of the members:
23.1.2 a statement of the number of shares held by each member and of the amount paid or agreed to be considered as paid on the shares of each member;
23.1.3 a statement of other property in the Club, whether in loans or otherwise, held by each member;
23.1.4 the date on which each person was entered in the register as a member, and the date on which any person ceased to be a member; and
23.1.5 the names and addresses of the Officers of the Club, with the offices held by them respectively and the dates on which they assumed or left office.
23.2 The Register of Members and Officers shall be so constructed that it is possible to open to inspection the particulars entered pursuant to Rules 23.1.1, 23.1.4 and 23.1.5 without so opening to inspection the other particulars entered in the register.
24. INSPECTION OF BOOKS
24.1 Any member and any person having an interest in the funds of the Club shall be allowed to inspect his/her own account and all the particulars contained in the Register of Members and Officers other than those entered under Rules 23.1.2 and 23.1.3 at all reasonable hours at the registered office of the Club or at any place where they are kept, subject to such regulations as to the time and manner of such inspection as may be made from time to time by resolution passed by the members at general meetings of the Club.
25. ANNUAL RETURN
25.1 The Chief Executive shall send to the Financial Conduct Authority in accordance with the Acts, an annual return relating to the Club's affairs for the period required to be covered by the return.
25.2 The annual return must be made in the form prescribed by the Financial Conduct Authority, and contain such particulars as may from time to time be required by the form and by the Acts.
25.3 A copy of the latest annual return of the Club shall be supplied free of charge on demand to every member or person interested in the funds of the Club.
26.1 A copy of the latest account or accounts and balance sheet of the Club, as audited, and the report of the Auditors on such account(s) and balance sheet shall be hung up at all times in a conspicuous position at the Club's registered office.
26.2 The Club shall not publish any balance sheet which has not previously been audited by the Auditors and any copy of a balance sheet published by the Club shall incorporate the report made thereon by the Auditors.
27.1 The Club shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Chief Executive and shall be used only under the authority of the Committee which may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by the Chairman and the Chief Executive.
28.1 No new Rule shall be made, nor shall any of the Rules be amended or rescinded, except by a special resolution.
28.2 It shall be the duty of the Chief Executive to ensure that any new Rule or amendment to the Rules is registered in accordance with the Acts and no new Rule or amendment to the Rules will be valid until so registered.
29. COPIES OF RULES AND BYE-LAWS
29.1 The Committee shall provide the Chief Executive, or cause him to be provided, with sufficient copies of the Rules and Bye-laws to enable him to deliver to any person on demand a copy of such Rules and Bye-laws on payment of such a sum (not exceeding lop) as may from time to time be determined by the Committee.
29.2 A copy of all Rules and Bye-laws shall be displayed in a prominent position at the registered office of the Club.
30.1 Subject to Rule 11.7 any notice or other communication or document to be served on, or delivered to, a member or junior by the Club, or an Officer or a Committee member or vice versa, shall be sent by hand or by post in a prepaid letter or by prepaid recorded delivery or registered post addressed to:-
30.1.1 in the case of the Club, or an Officer or Committee member, the registered office of the Club: and
30.1.2 in the case of a member or junior his/her registered address.
30.2 Any notice sent by post in accordance with Rule 30.1 shall be treated as having been given 24 hours after the time when it is posted and in proving that notice has been given it shall be sufficient to prove that the envelope containing the notice was properly addressed, stamped and posted. Any notice delivered by hand shall be treated as having been given at the time of delivery unless that time is after 5.00 p.m. or on a non-working day when the notice shall be treated as having been given at the commencement of the next following working day.
These rules shall take effect on and from their registration pursuant to the provisions of section 2 of the Industrial and Provident Societies Act 1965.
32. DEFINITIONS AND INTERPRETATION
32.1 In these Rules, except where the context otherwise permits or requires, the following words and expressions shall bear the meanings given to them below:-
the "Acts" means the Industrial and Provident Societies Acts 1965 to 1978 and any subsequent Acts governing or otherwise affecting industrial and provident societies
means the annual return which the Club is required to send to the appropriate Financial Conduct Authority under the Industrial and Provident Societies Act 1965;
the "Auditors" means the auditors of the Club for the time being;
the "Chairman" means the person holding the office of Chairman for the time being pursuant to Rule 14.3;
"Chief Executive" means the person holding the office of chief executive of the Club for the time being;
"Club" means The Warwickshire County Cricket Club Limited;
"Commercial Director" means the person holding the office of commercial director of the Club for the time being;
"Committee" means the committee of management or other directing body of the Club to which members are appointed or elected in accordance with Rule 18 and which may be referred to as the "General Committee" outside of these Rules;
"Cricket Committee" means the cricket committee of the club established in accordance with Rule 22;
means any rules or regulations, directives and resolutions of the England and Wales Cricket Board (the Playing Conditions for First-Class Matches and One-Day International Matches and the Board's Guidelines on the award and conduct of cricketers' Benefits being for this purpose deemed to be regulations) which at the relevant time apply to the Club's premises andlor their use by members;
"election" means an election to fill the office of President or Auditor or to membership of the Committee where, in any such case, there is more than one candidate to fill the vacancy;
"Executives" means persons employed by the Club under a contract of employment as defined in section 230 of the Employment Rights Act 1996;
"Finance Director" means the person holding the office of finance director of the Club for the time being;
"financial year" means a period of 12 months ending on 30th September;
"Ground Rules" means any rules made by the Committee whether pursuant to Rule 20.2.3 or any previous Rules of the Club governing the extent to which and/or the manner in which people may have access to and/or use the County Ground, Edgbaston;
"junior" means a person under the age of 18;
"Management Board" means those persons appointed in accordance with Rule 20.3;
"member" means a member of the Club;
"members' special resolution" means a special resolution which is proposed in accordance with Rule 10.1.3, which amends a Rule or which directs the Committee to take or to refrain from taking a specified course of action;
"motion" means any proposition, however worded, put forward by a member pursuant to Rule 10.1.4 or the Committee pursuant to Rule 10.1.2.4 for debate at an Annual General Meeting;
"Officer" means one of the officers of the Club described in Rule 14;
"poll" includes ballot;
"President" means the President of the Club for the time being;
"resolution" includes motion;
"Return Address" means the Club's registered office or such other address as the Committee may notify to members;
"returned voting form" means a voting form returned or lodged in accordance with Rule 13.1.3;
"Rules" means the Rules of the Club from time to time;
"Scrutineers" means such person or persons, firm, association or body (whether corporate or not) as may be appointed by the Committee to act as scrutineers in connection with a general meeting of members;
"special resolution" means a resolution which has been passed by a majority of not less than two thirds of such members as (being entitled to do so) vote in person or by post at a general meeting of which a notice, specifying the intention to propose the resolution as a special resolution, has been duly given in accordance with these Rules;
"subsidiary" shall have the same meaning as given to it by section 15 of the Friendly and Industrial and Provident Societies Act 1968;
"Term" means a term of four years commencing on the date of the annual general meeting at which the relevant member of the Committee was last elected or re-elected and ending on the date of the annual general meeting which takes place during the fourth year following such election or re-election;
"working day" means any day on which the Club office is open for normal business;
and references in these Rules to any acts or activities or opinion (including, without limitation, decisions, directions, requests, exercises of discretion and 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 to a sub-committee or (c) the relevant Officer where that power or authority has been delegated to an Officer.
Signature of Member 1
Signature of Member 2
Signature of Member 3