Constitution

1)  The purposes of the Company shall be to acquire fishing rights and access to venues and fishing locations, facilities and equipment for the benefit and enjoyment of  members of ‘the company’, and to promote the sport safely and in a professional manner in the company of like minded anglers and community participation in the same.

 

2)  To work with official bodies (such as The Environment Agency and local Councils) for the improvement of fishing habitats, locations, associated ecology and the environment in general. To participate in the membership and dialogue/work of national angling institutions that offer support and help to ‘the Company’.

 

3)  To promote the sport of angling and encourage participation amongst young people and all members within the local community, having regard to any special child protection or disability discrimination law.

 

4)  To arrange, promote and facilitate both closed and open competitions amongst club members and members of ‘like minded’ local angling clubs. To seek affiliation and sharing of venues and events with ‘like minded’ clubs where this is deemed appropriate.

Arrangement of events and competitions to facilitate access for ‘physically impaired’ or ‘mobility restricted’ members wherever this is practically possible. To promote and facilitate related social events to any of the above mentioned categories where reasonable levels of hospitality including food and drink may be supplied.

 

5)  To further the objectives of ‘the Company’ by seeking out and applying for any grants or assistance that may be available in this sport sphere, for the improvement and/or development of fishing venues and access to such facilities.

 

6)  To promote the application of environmental and ecologically sound fishing guidelines, and associated safe practices for both fresh and salt water fishing venues.

 

7) The company is to be run as a ‘non profit’ organisation with any monies, assets, legacies or donated assets being applied solely to the aims of ‘the Company’. No officer or member of ‘the Company’ will receive or accept any remuneration, shares, dividend, or money as payment from the Company. Any funds shall be used at the direction of the committee solely for administration costs incurred in the running of the organisation, or for the provision and maintenance of fishing assets and stocks.

 

8)  Membership of ‘the Company’ confers the right to fish as a benefit for its members, but confers no rights or title to the actual assets of the Company as may be present or develop in time. ‘The Company’ limited guarantee being £1 per member. No member has the right or authority to sell his membership in the Company. Similarly no member has the right to use membership of ‘the company’ as an aid to personal trading or as a ‘negotiating entity’ where such activities have not had the express written permission given by voting resolution at a company committee meeting.

 

9)  The membership list will be kept up to date by the Company secretary and be available for scrutiny, membership running from the annual membership renewal meeting (currently by march each year).

 

 

10) Community Involvement- If approached by other town/community organisations or schools, and asked to provide suitable short informative presentations concerning angling and angling environmental matters relative to the area – the committee will consider such requests and if a suitably qualified member is available and willing he/she may undertake such works at the direction of the committee.

 

Officers

11)  The Company shall appoint ‘officers’ and committee members to conduct the running of the business. All officers will be democratically elected at the AGM meetings. The main officers of the Company will be Chairman and Managing Director, Vice Chairman, Company Secretary, Company Treasurer, X12 directors/committee members, all such posts being voluntary and unpaid.

All members have equal voting rights in relation to committee member elections.

 

12)  Election of officers will be at the yearly AGM with half of the officers’ positions being up for election/re-election each year (i.e. two year term of office between election requirements).

 

13)  AGM and Subs meetings will be notified to all members a minimum of twenty eight days before hand. Any nominations for officers must be from within the full adult membership section of the Company. Actual nominations can only be made by a member with his/her personal attendance at an AGM. All nominees must be able to comply with the requirement of being ‘fit and proper persons’.

 

14)  The AGM must have a minimum attendance of total twelve persons after due notification has been given in order to form a quorum. Two of the total number must be current company officers.

 

Company Management

15)  The elected officers and committee will be responsible for the day to day running of the company, and will accomplish this by regular meetings throughout the year. At such meetings a minimum of five committee members  must be present plus two of the company officers making a minimum total of seven persons for a quoram to enact any matters being voted on. The minimum number of persons listed have the authority to vote on any club matters together with authority to allocate funding up to £500 for the furtherance of documented and minuted club business matters.  Minutes of these meetings will be kept and read/validated at the start of each subsequent meeting by the company secretary. For sums over £500 a 'full committee'' with ten or more should be present including a minimum of two company officers in the number.  

 

16) The elected officers will ensure that adequate indemnifying insurance cover is contracted to cover the committee and members acting properly in the course of running ‘the company’ (as an angling club) against any liability that may reasonably be incurred.

 

17) The elected committee members have the authority to review and change/modify the company rules (minor changes) after due deliberation at official recorded meetings, non committee members being notified by email, letter or at the AGM as appropriate to the situation. For any major changes rule 29 will apply.

 

18)  The funds of the Company (including all assets passed directly from previous Guisborough Angling Club) will be kept in a committee approved high street banking institution, and the status of these funds will be presented at each meeting to the attending company officers by the treasurer. The treasurer will make a presentation at the AGM to all members outlining the areas of income and expenditure and provide a simplified accounts sheet detailing the overall position.

 

19)  The officers of the Company will make the necessary communications and returns with Companies House, CASC and HMRC regarding the activities of the Company. As a declared non profit organisation with no remunerated staff, management of the company will be conducted according to these criteria. The company secretary will be responsible for keeping and documenting the minutes of all meetings, dealing with all company correspondence and keeping/updating the general register of company membership.

 

20) The Company board of directors are empowered to co-opt additional directors at any time if required to progress ‘a specific area of management expertise’ and form sub committee’s with the power to report back to the full committee.

 

21)  The company and its board of directors specifically have no powers or authority to incur any loans or commit to liabilities above the available funding held within the Companies accounts. Any business activities conducted by the board on behalf of the company members will be done prudently within the available cash constraints of the company funding, with such matters having been discussed and approved in committee.

 

22)  As far as day to day company business decisions are concerned, these shall be made by the directors on a simple majority vote, in the case of a ‘tied vote’, the chairman and managing director shall have the casting vote. If any conflict arises between any of ‘the company’ rules, key rules related to the statutory requirements for CASC’s will take precedence.

 

23)  The company shall also move to register itself with the Community Amateur Sports Clubs organisation to enable compliance/benefit from HMRC in respect of submission of simplified accounts as a community non profit organisation.

 

24)  Any person will be disqualified as a director if he/she ceases to be a member.

 

25)  Directors may similarly be disqualified from office for any offences that are deemed to have brought the Company and its members into disrepute, or if any attempts actual or ‘in progress’ have taken place of a fraudulent nature. Similarly all officers of the company must be ‘fit and proper persons’, no officer can be accepted as a nominee or allowed  to serve if they have any convictions for bankruptcy, fraud or similar financial offences or pending court cases either from their own, partnership or company dealings and offices outside those of this company. It is incumbent on all members offering themselves for service as a director of the company to declare any such antecedent history that breached the requirement that they be ‘fit and proper persons’ to hold office.

 

26)  The full directors committee have the power to suspend an individual director from office for any actions that may prejudice the running of the Company or its members. In such cases the suspended director has the right to ‘state his/her case, at the next full AGM and seek re-nomination and reinstatement if he/she so wishes.

 

27)  The Company directors committee has the right to either suspend or cancel the membership of any registered and paid up member who has abused the Company rules or brought the Company into disrepute or conflict with any outside body.

 

The AGM

28)  The AGM will be at a time and place as specified by communication from the management committee. All members to receive minimum of twenty eight days notice of the event. Members may submit written questions to be answered at the AGM, such questions/proposals to be received by the secretary at least ten days prior to the meeting.

 

29)All proposals discussed at the AGM will be voted on, any special proposals submitted must receive a minimum of a two thirds majority vote (66.6%) to be passed (this means 66.6% of the actual total number present and able to vote). Proxy votes will only be accepted from the membership with regard to the election of company officers listed on the provided notification form, and they must return the proxy voting form if they so wish relating to the election or re-election of officers prior to the actual AGM. The company AGM notification letter will include the names of all directors including those seeking re-election. Should the membership of the Company require it an Emergency General Meeting can be called. This will be affected by ten or more members writing to the committee, following this, the Chairman and Managing Director can at his discretion call an EGM, or deal with the matter by other appropriate means.

 

30) Any major changes to the constitution or membership rules will be presented at the AGM by the directors and discussed with the membership. Significant items will be voted on accordingly by the membership. Minor changes to either the constitution or rules will be voted on in committee and members notified as appropriate. Subsequent changes or amendments to the articles of association will be notified to companies’ house.

Dissolution and Winding Up

31) Should the Company face dissolution this will be progressed via the following criteria. At a fully convened AGM or EGM where dissolution and winding up is a tabled item of discussion, and where three quarters of the then members minimum register their vote.  As a declared non profit organisation any dissolution voted on and approved by the then membership, shall be accomplished by donation of assets to another registered CASC or by donation to an environmental/ecological charity registered with the charities commission and HMRC approved.