INVERNESS CANOE CLUB CONSTITUTION
1. NAME
1.1 - The Club shall be called 'Inverness Canoe Club' (hereafter referred to as ‘the Club’).
1.2 - The Club may elect to adopt a Scots Gaelic and/or Scots version of the Club name for use alongside the name outlined in 1.1 above. However, the name in 1.1 shall constitute the formal name of the Club for all legal and/or financial purposes.
2. OBJECTS
2.1 - The principal object of the Club shall be to promote and facilitate participation in, and further the knowledge, understanding, availability and enjoyment of paddlesports, being healthy and inclusive sports, throughout the Highland area, for the benefit of its members.
2.2 - The Club shall promote social inclusiveness and its actions and activities shall be consistent with the furthering of equal opportunities for all.
2.3 - The Club shall be affiliated with the Scottish Canoe Association.
3. MEMBERSHIP
3.1 - The Club shall consist of the Officers of the Club and the Members of the Club (collectively known as ‘the Membership’).
3.2 - Membership of the Club shall be open and inclusive and shall not be unreasonably restricted on the grounds of gender, race, disability or political, religious or other opinions, to any person who is prepared to accept and support the objects of the Club.
3.3 - Membership of the Club shall, subject to the provisions of 3.6, be subject to the payment of a membership fee falling within one of the following categories:
3.3.1 - Individual Membership (Ages 18 to 64);
3.3.2 - Family Membership (a maximum of 5 people constituting a family);
3.3.3 - Un-waged/OAP (Ages 65+)/Student Membership;
3.3.4 - Junior Membership (Ages 16 to 17).
3.4 - Membership fees for extant Members of the Club shall be due on the first day of May every year. Any Member of the Club who fails to pay their membership fee by the first day of June every year shall cease to be a Member of the Club.
3.5 - The level of Membership fees for the following year shall be agreed at each Annual General Meeting (AGM).
3.6 - Notwithstanding the provisions of 3.3, the Executive Committee may, by way of a vote, appoint any person (aged 18 years of age or older) to the additional category of ‘Life Membership’. Any person appointed to this category shall be deemed to be a Member of the Club as if they had been granted membership on an application made under 3.3.1 or 3.3.3 (as applicable); however their membership shall not be subject to a membership fee and shall at no time expire, unless:
3.6.1 - they themselves request, in writing, the termination of their membership; or
3.6.2 - the Executive Committee, under 4.8, decide to terminate their membership.
3.7 - All extant Members of the Club, and those joining the Club, shall be deemed to accept the terms and conditions of this Constitution and any other byelaws and policies published by the Club.
4. MANAGEMENT
4.1 - The affairs of the Club, unless otherwise reserved by this Constitution, shall be managed and conducted by an Executive Committee (hereafter referred to as ‘the Committee’).
4.2 - The Committee shall consist of the Officers of the Club.
4.3 - All Officers of the Club must at all times also be Members of the Club and shall be unpaid volunteers of 16 years of age or older.
4.4 - The Officers of the Club, who are honorary, shall consist of a:
4.4.1 - President;
4.4.2 - Vice–President;
4.4.3 - Treasurer;
4.4.4 - Secretary;
4.4.5 - Events and Publicity Officer;
4.4.6 - Equipment and Scout Liaison Officer;
4.4.7 - Access Officer;
4.4.8 - Child Protection and Youth Development Officer;
4.4.9 - Website Officer;
4.4.10 - Membership Secretary;
4.4.11 - Funding and Grants Officer;
4.4.13 - Coaching Development Officer; and
4.4.14 - Officers without Portfolio (optional - up to a maximum of three posts).
4.5 - Each Officer of the Club shall, subject to the provisions of 5.1.9.1, be elected on an annual basis at the AGM. The term of office for each Officer of the Club shall, subject to 4.5.1, run from the date of election until the date of the next AGM.
4.5.1 - For the avoidance of doubt, the term of office for each Officer of the Club shall end at the AGM immediately before an election is held for the Officers of the Club for the following year.
4.6 - If the post of any Officer of the Club should fall vacant after such an election, then the Committee shall have the power to fill the vacancy.
4.7 - Notwithstanding the provisions of 4.2, the Committee may, from time to time, appoint Assistant Officers from the Membership (up to a maximum of three at any one time) if their appointment is required in order to further the objects of the Club. Assistant Officers may exercise powers as delegated to them by the Committee; however they are unable to vote at a Committee meeting. The term of office for each Assistant Officer shall run from the date of their appointment until the date of the next AGM.
4.8 - The Committee has the power to terminate, in writing, the membership of any Member of the Club whose conduct and/or actions are considered to bring the Club and/or sport into disrepute and/or depart from this Constitution, the objectives of the Club and/or any of the bye-laws or policies published by the Club. Any Member of the Club whose membership is terminated has the right to appeal in writing and/or or in person to the Committee within a period not exceeding 28 days of the date of termination.
4.9 - All meetings of the Club shall be chaired by the President. If the President is not present at any meeting, then the meeting shall vote to elect another Officer of the Club to replace the President as chair for the duration of that meeting.
5. GENERAL MEETINGS
Annual General Meetings
5.1 The Club shall hold an Annual General Meeting each year during the month of April to:
5.1.1 - Approve the minutes of the previous year’s AGM;
5.1.2 - Receive reports from the President and Secretary:
5.1.3 - Receive a report from the Treasurer;
5.1.4 - Receive a statement of opinion from the independent person elected to review the Club accounts (which may be presented to the AGM by the Treasurer);
5.1.5 - Approve the annual accounts;
5.1.6 - Consider, adopt and/or reject amendments to the Club’s Constitution;
5.1.7 - Accept the resignation of all Officers of the Club for the preceding year;
5.1.8 - Elect a Member of the Club to preside over the election of the Officers of the Club for the following year;
5.1.9 - Elect, by a vote, the Officers of the Club for the following year;
5.1.9.1 - If, for whatever reason, a President is not elected by the AGM, then the AGM shall appoint another Officer of the Club (normally the Vice-President) to act as ‘Acting President’. Any Acting President shall, for the purposes of this Constitution, assume all powers invested in the President (and all references to ‘President’ in the Constitution shall be taken as if they read ‘Acting President’) until such time as the Executive Committee has, by way of a vote at a Committee Meeting, appointed an Officer of the Club to the office of President. On the appointment of a President under this sub-section, the powers assumed by the Acting President shall revert to the President. The term of office for a President appointed under this sub-section shall be until the date of the next AGM (subject to the provisions of 4.5.1).
5.1.10 - Deal with any other relevant business.
Extraordinary General Meetings
5.2 - Any Member of the Club may call an Extraordinary General Meeting (EGM) by submitting a written application to the Secretary. The application shall include the support of at least ten Members of the Club eligible to vote. The Committee also has the power to call an EGA by decision of a simple majority of Officers of the Club.
Notices
5.3 - At least thirty days notice shall be given to all Members of the Club of any General Meeting.
Proposals and Agenda Items
5.4 – Proposals for consideration at a General Meeting shall be submitted to the Club Secretary no later than fourteen days before the date of any General Meeting in order to be included on the agenda.
Voting
5.5 - Voting at any General Meeting shall be as follows:
5.5.1 - Only Members of the Club aged 16 or older shall be eligible to vote at any General Meeting;
5.5.2 - Voting decisions, with the exception of changes to this Constitution (see Section 5.10) or the dissolution of the Club (see Section 9.2), shall be resolved by a simple majority of those present and eligible to vote;
5.5.3 - The President (or nominated Chair as per the provisions of 4.9) shall have a deliberative, as well as a casting, vote;
5.5.4 - Voting by proxy shall not be allowed at a General Meeting unless there exists proven extenuating circumstances and written approval has been issued by the President, Vice-President or Secretary and at least one other Officer of the Club. In such cases, the Member of the Club seeking a proxy vote shall nominate, in writing, another Member of the Club to vote on their behalf (specifying the specific General Meeting and, if relevant, the specific matters to which the proxy vote relates). Approval for the use of a proxy vote shall endure for the duration of the specified General Meeting (or specified matters, if relevant) only.
5.6 - Voting at any Committee Meeting shall be as follows:
5.6.1 - Only Officers of the Club shall be eligible to vote at any Committee Meeting;
5.6.2 - Voting decisions shall be resolved by a simple majority of those present and eligible to vote;
5.6.3 - The President (or nominated Chair as per the provisions of 4.9) shall have a deliberative, as well as a casting, vote;
5.7 - Voting outwith a Committee Meeting shall be as follows:
5.7.1 - In exceptional circumstances, when a vote is required outwith a Committee meeting, voting may be conducted in writing by Officers of the Club and shall comply with the provisions of 5.6 and 5.9. For the purposes of this section, the definition of ‘in writing’ may include email communication.
5.7.2 – Following a vote under Section 5.7.1, full details of the vote (including its purpose, extent and outcome) shall be tabled on the agenda of the next available Committee meeting and shall be properly minuted.
Quora
5.8 - The quorum for a General Meeting shall be nine Members of the Club eligible to vote.
5.9 - The quorum for a Committee Meeting shall be five Officers of the Club.
Changes to the Constitution
5.10 - Any change to this Constitution shall require the support of a two-thirds majority of those present and eligible to vote at a General Meeting.
5.10.1 - Notice of a proposed amendment(s) to the Constitution shall be given to all Members of the Club not less than twenty-one days before the General Meeting;
5.10.2 - All proposals for changes to the Constitution shall be signed by two Members of the Club eligible to vote.
6. FINANCE AND ACCOUNTS
6.1 - The Club’s financial year shall run from the 1st April to the 31st March each year.
6.2 - The Treasurer shall be responsible for the preparation of the annual accounts of the Club.
6.3 - The accounts shall be reviewed by an independent person elected annually prior to the AGM.
6.4 - The funds of the Club shall be lodged at a bank or building society in an account in the name of the Club and all standing orders, direct debits and cheques drawn against Club funds shall be signed by two Officers of the Club nominated by the Committee.
6.5 - All Members of the Club shall be considered to be jointly responsible for the financial liabilities of the Club.
6.6 - Any Member of the Club may view the Club accounts on request.
6.7 - Save for the provisions of 6.7.1, no debit greater than twenty pounds shall be made from the Club funds without first receiving approval at a Committee meeting.
6.7.1 - In exceptional circumstances, when authorisation is required outwith a Committee meeting, debits greater than twenty pounds, but less than five hundred pounds, may be approved by way of a vote under 5.7.
6.8 – Notwithstanding the provisions of 6.4, the Club may establish an internet-based merchant account in order to facilitate internet-related financial transactions required as part of furthering the objects of the Club. However, as soon as is reasonably practical, all monies lodged with any such internet merchant account shall be lodged in the Club bank or building society account by the Treasurer (or other Office of the Club so nominated by Committee).
7. BYE-LAWS AND POLICIES
7.1 - The Committee shall have the power to formulate, publish, adopt and enforce such bye-laws and policies as it feels are necessary to govern the activities of the Club, having regard at all times to the objects of the Club.
7.2 - Notwithstanding the provisions of 7.1, should, in the written opinion of twenty or more Members of the Club eligible to vote, a proposed bye-law or policy depart materially from the objects of the Club, it shall be suspended until a vote confirming its adoption has been passed at a General Meeting. If such confirmation is not forthcoming within a period of 12 months starting from the date on which it is suspended, then the by-law or policy shall fall to be disregarded.
8. POWER OF DECISION
8.1 - Any matter not provided for in this Constitution, or any question over the interpretation of it, shall be dealt with by the Committee, whose decision shall be final.
8.2 - Any matter or question arising in relation to 8.1 shall, if considered necessary by a majority of the Officers of the Club, be tabled for consideration on the agenda of the next General Meeting.
9. DISSOLUTION
9.1 - If a majority of the Officers of the Club are of the opinion that the Club should be dissolved (and the forthcoming AGM is no closer than three months away), then they shall call an EGM and shall give proper notice of the meeting to the Membership (in line with Section 5.3). Such notification shall include a full justification for proposing that the Club be dissolved.
9.2 - Voting, and any eventual decision to dissolve the Club shall be made in line with Section 5.5 above, with exception that a vote to dissolve the Club shall require the support of a two-thirds majority of those present and eligible to vote at a General Meeting.
9.3 - In the event of the dissolution of the Club, any assets thereof shall not be distributed amongst the Membership in any way whatsoever. Instead, after endeavouring to clear any outstanding club debts (if necessary by selling any or all club assets as required) all extant Club assets shall be gifted to other Scottish Canoe Association affiliated canoe and/or kayak clubs in the Highlands & Islands of Scotland.
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