CONSTITUTION of PEEBLES RUGBY AND COMMUNITY SPORTS CLUB, SCIO. (Trading as Peebles Rugby)

Transcription

1 CONSTITUTION of PEEBLES RUGBY AND COMMUNITY SPORTS CLUB, SCIO (Trading as Peebles Rugby) A Scottish Charitable Incorporated Organisation Established at a meeting of members in Peebles on 3 June, 2016 GENERAL CONTENTS type of organisation, Scottish principal office, name, purposes, powers, liability, general structure MEMBERS qualifications for membership, application, subscription, register of members, withdrawal, transfer, reregistration, expulsion DECISION-MAKING BY THE MEMBERS BOARD (CHARITY TRUSTEES) DECISION-MAKING BY THE CHARITY TRUSTEES ADMINISTRATION members meetings, power to request members meeting, notice, procedure at members meetings, voting at members meetings, written resolutions, minutes number, eligibility, election/ retiral/reelection, termination of office, register of charity trustees, office bearers, powers, general duties, code of conduct notice, procedure at board meetings, minutes sub-committees, operation of accounts, accounting records and annual accounts MISCELLANEOUS winding up, alterations to the constitution, interpretation clauses 1-10 clauses clauses clauses clauses clauses clauses rms:

2 GENERAL Type of organisation 1 The organisation is a Scottish Charitable Incorporated Organisation (SCIO). Scottish principal office 2 The principal office of the organisation will be in Scotland (and shall remain in Scotland), at 19 Eastgate, Peebles, EH45 8AD. Name 3 The name of the organisation is Peebles Rugby and Community Sports Club, SCIO (PR&CSC) hereinafter also referred to as the organisation or the club. Purposes 4 The organisation s purposes are: Powers 4.1 The advancement of public participation in sport through the promotion, practising and playing of Rugby Football and other sports in Peebles and district, and elsewhere. 4.2 The provision of recreational facilities and organised sporting pursuits to improve the well-being and conditions of life for the community in Peebles and district, through participation in sport and social activities in the furtherance of these objects 5 The organisation has the power to do anything which is calculated to further its purposes or is conducive or incidental to doing so. 6 No part of the income or property of the organisation may be paid or transferred (directly or indirectly) to the members either in the course of the organisation s existence or on dissolution except where this is done in direct furtherance of the organisation s charitable purposes. Liability of members 7 The members of the organisation have no liability to pay any sums to help to meet the debts (or other liabilities) of the organisation if it is wound up; accordingly, if the organisation is unable to meet its debts, the members will not be held responsible. 8 The members and charity trustees have certain legal duties and responsibilities under the Charities and Trustee Investment (Scotland) Act Clause 7 does not exclude (or limit) any personal liabilities rms:

3 they might incur if they are in breach of those duties or in breach of other legal obligations or duties that apply to them personally. General structure 9 The structure of the organisation consists of:- 9.1 the MEMBERS who have the right to attend members' meetings (including any annual or special general meeting) and have important powers under this constitution; in particular, the members elect individuals to serve as charity trustees on the board of management and take decisions on changes to the constitution itself; 9.2 the BOARD OF MANAGEMENT who hold regular meetings, ensure adherence to good governance and management practice, control and generally oversee management of the activities of the organisation. The board of management is responsible for organising, controlling and monitoring all activities, operations and the finances of the organisation by delegation through an appropriate range of sub-committees with specific responsibilities. 9.3 the SUB-COMMITTEES established from time to time with specific remits or responsibilities, by means of which the organisation is to be managed, organised and administered. Each sub-committee comprises members of the organisation and is either chaired by a relevant elected member of the board of management or by a responsible member of the organisation (appointed by such elected member of the board of management, to whom the sub-committee reports in the line of management). 10 The individuals elected or appointed by co-option to serve in specific roles on the BOARD OF MANAGEMENT each hold the position of CHARITY TRUSTEE and are referred to as such in this constitution The specific roles referred to in this instance are: Chairman Vice-Chairman Secretary Treasurer Business Director Director of Rugby Club President / Ambassador Independent Trustee rms:

4 MEMBERS Qualifications for membership 11 Membership of the organisation is open to any individual who supports its aims and purposes, who shall be Honorary, Life, playing or nonplaying members, all as detailed at Section 2 in the Appendix attached to and forming part of this constitution. 12 Temporary membership (with no voting rights) shall be available to guest visitors to the clubhouse for the duration of their visit. 13 Associate or affiliate membership (with no voting rights) shall be open to individual members of any other sports or community-benefit club in Peebles and the surrounding district that supports the purposes of the organisation. Such membership or affiliation must be approved by the board of management, consequent upon satisfactory agreement in respect of all relative and financial arrangements, including such use of club facilities as may be required. 14 Employees of the organisation are eligible for membership. Application for membership 15 Any person who wishes to become a member must submit a written application for membership on the appropriate form, accompanied by a remittance to meet the relevant annual membership subscription; the application will then be considered by the board of management at its next meeting. 16 The board of management may, at its discretion and with just cause, refuse to admit any person to membership. Membership is open to all and no application for membership will be refused on other than reasonable grounds. There will be no discrimination on grounds of age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex; sexual orientation, political or other opinion. 17 The board of management must notify each applicant promptly (in writing or by ) of its decision on whether or not to admit him or her to membership. If the decision was to refuse admission, the board shall return to the applicant the remittance lodged by him/her under clause 15. Membership subscription 18 Members shall require to pay an annual membership subscription, the amounts, categories and terms of which shall be determined from time to time by the members at an AGM. The different categories of membership are as set out at Section 2 in the Appendix to this rms:

5 constitution; such categories may be varied or amended by the members at an AGM The annual membership subscriptions shall be payable on or before 1 July in each year The members may vary the amount of the annual membership subscriptions and or the date on which they fall due in each year, by way of a resolution to that effect passed at an AGM If the membership subscription payable by any member remains outstanding more than 12 weeks after the date on which it fell due - and providing he or she has been given at least one written reminder the board may, by resolution to that effect, expel him or her from membership A person who ceases (for whatever reason) to be a member shall not be entitled to any refund of the membership subscription or any part thereof. Register of members 19 The board of management must maintain a register of members, setting out: 19.1 for each current member: his or her full name and address; and the category of membership and the date on which he or she was registered as a member of the organisation; 19.2 for each former member for at least six years from the date on which he or she ceased to be a member: his or her name; and the date on which he or she ceased to be a member. 20 The board of management must ensure that the register of members is updated within 28 days of any change: 20.1 which arises from a resolution of the board or a resolution passed by the members of the organisation; or 20.2 which is notified to the organisation. 21 If a member or charity trustee of the organisation requests a copy of the register of members, the board of management must ensure that a copy is supplied to him/her within 28 days, providing such request is reasonable. If such request is made by a member (rather than by a rms:

6 charity trustee), the board of management may provide a copy which has the addresses removed. Withdrawal from membership 22 Any person wishing to withdraw from membership must give a written notice of withdrawal to the secretary of organisation, signed by him or her; he or she will cease to be a member as from the time when the notice is received by the organisation. Transfer of membership 23 Membership of the organisation may not be transferred by a member to any other person, organisation or group. Re-registration of members 24 The board of management may, at any time, issue notices to the members requiring them to confirm that they wish to remain as members of the organisation, and allowing them a period of 28 days (running from the date of issue of the notice) to provide that confirmation to the board of management. 25 If a member fails to provide confirmation to the board of management (in writing or by ) that he or she wishes to remain as a member of the organisation before the expiry of the 28-day period referred to in clause 244, the board of management may expel him or her from membership. 26 A notice under clause 24 will not be valid unless it refers specifically to the consequences (under clause 25) of failing to provide confirmation within the 28-day period. Expulsion from membership 27 Any person may be expelled from membership by way of a resolution passed by not less than two thirds of those present and voting at a members' meeting, providing the following procedures have been observed: at least 21 days notice of the intention to propose the resolution must be given to the member concerned, specifying the grounds for the proposed expulsion; 27.2 the member concerned will be entitled to be heard on the resolution at the members' meeting at which the resolution is proposed. rms:

7 DECISION-MAKING BY THE MEMBERS Members meetings 28 The board of management must arrange a meeting of members (an annual general meeting or "AGM") in each calendar year. 29 The gap between one AGM and the next must not be longer than 15 months. 30 Notwithstanding clause 28, an AGM does not need to be held during the calendar year in which the organisation is formed; but the first AGM must still be held within 15 months of the date on which the organisation is formed. 31 The business of each AGM must include: a report from the board of management by the chairman on the activities of the organisation; 31.2 consideration of the annual accounts of the organisation; 31.3 the election or re-election of charity trustees, as referred to in clauses 60 to The board of management may arrange a special members' meeting at any time. Power to request the board of management to arrange a special members meeting: 33 The board of management must arrange a special members meeting if they are requested to do so by a notice (which may take the form of two or more documents in the same terms, each signed by one or more members) by members who amount to more than 20 members of the of the organisation, providing: 33.1 the notice states the purposes for which the meeting is to be held; and 33.2 those purposes are not inconsistent with the terms of this constitution, the Charities and Trustee (Investment) Scotland Act 2005 or any other statutory provision. 34 If the board of management receives a notice under clause 333, the date for the meeting which they arrange in accordance with the notice must not be later than 28 days from the date on which they received the notice. rms:

8 Notice of members meetings 35 At least 14 clear days notice must be given of any AGM or any special members' meeting. 36 The notice calling a members' meeting must specify in general terms what business is to be dealt with at the meeting; and 36.1 in the case of a resolution to alter the constitution, must set out the exact terms of the proposed alteration(s); or 36.2 in the case of any other resolution falling within clause 46 (requirement for two-thirds majority) must set out the exact terms of the resolution. 37 The reference to clear days in clause 355 shall be taken to mean that, in calculating the period of notice, 37.1 the day after the notices are posted (or sent by ) should be excluded; and 37.2 the day of the meeting itself should also be excluded. 38 Notice of every members' meeting must be given to all the members of the organisation, and to all the charity trustees. The accidental omission to give notice to one or more members will not invalidate the proceedings at the meeting. 39 Any notice which requires to be given to a member under this constitution must be: sent by post to the member, at the address last notified by him/her to the organisation; or 39.2 sent by to the member, at the address last notified by him/her to the organisation; or 39.3 Given by way of public notice in the local press or affixed to the noticeboard at the clubhouse premises. Procedure at members meetings 40 No valid decisions can be taken at any members' meeting unless a quorum is present. 41 The quorum for a members meeting shall be 20 persons entitled to vote, each being a member or a formal written and signed proxy for a member. 42 If a quorum is not present within 15 minutes after the time at which a members' meeting was due to start - or if a quorum ceases to be present during a members' meeting - the meeting cannot proceed, rms:

9 and fresh notices of meeting will require to be sent out, to deal with the business (or remaining business) which was intended to be conducted. 43 The chairman of the organisation should act as chairman of each members' meeting. 44 If the chairman of the organisation is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairman), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairman of that meeting. Voting at members meetings 45 Every member has one vote, which (whether on a show of hands or on a secret ballot) may be given either personally or by proxy, as follows: 45.1 A member who wishes to appoint a proxy to vote on his/her behalf at any meeting must lodge with the organisation, prior to the time when the meeting commences, a written proxy form, signed by him/her A proxy need not be a member of the organisation A member shall not be entitled to appoint more than one proxy to attend the same meeting A proxy appointed to attend and vote at any meeting instead of a member shall have the same right as the member who appointed him/her to speak at the meeting. 46 All decisions at members' meetings will be made by majority vote - with the exception of the types of resolution listed in clause The following resolutions will be valid only if passed by not less than two thirds of those voting on the resolution at a members meeting (or if passed by way of a written resolution under clause 522): 47.1 a resolution amending the constitution; 47.2 a resolution expelling a person from membership under clause 27; 47.3 a resolution directing the board to take any particular step (or directing the board not to take any particular step); 47.4 a resolution approving the amalgamation of the organisation with another SCIO (or approving the constitution of the new SCIO to be constituted as the successor pursuant to that amalgamation); rms:

10 47.5 a resolution to the effect that all of the organisation s property, rights and liabilities should be transferred to another SCIO (or agreeing to the transfer from another SCIO of all of its property, rights and liabilities); 47.6 a resolution for the winding up or dissolution of the organisation. 48 If there is an equal number of votes for and against any resolution, the chairman of the meeting will be entitled to a second (casting) vote. 49 A resolution put to the vote at a members meeting will be decided on a show of hands - unless the chairman (or by at least two persons present at the meeting and entitled to vote, whether as members or as proxies for members) ask for a secret ballot. 50 The chairman will decide how any secret ballot is to be conducted, and he or she will declare the result of the ballot at the meeting. 51 The chairman s decision as to the result of the voting on any matter shall be final and an entry in the Minute Book signed by the chairman of the meeting of the decision of the meeting shall be conclusive evidence of the terms of any Resolution which shall have been passed. Written resolutions by members 52 A resolution agreed to in writing (or by ) by all the members will be as valid as if it had been passed at a members meeting; the date of the resolution will be taken to be the date on which the last member agreed to it. Minutes 53 The board of management must ensure that proper minutes are kept in relation to all members' meetings. 54 Minutes of members' meetings must include the names of those present; and (so far as possible) should be signed by the chairman of the meeting. BOARD Number of charity trustees 55 The maximum number of charity trustees is The minimum number of charity trustees is 8 (subsequent to the first AGM and the provisions of clause 59). Eligibility rms:

11 57 Excepting the position of independent trustee who will not be a member of the organisation, a person will not be eligible for election or appointment to the board of management unless he or she is a member of the organisation. 58 A person will not be eligible for election or appointment to the board of management if he or she is: disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; or 58.2 an employee of the organisation. Initial charity trustees 59 The individuals who signed the charity trustee declaration forms which accompanied the application for incorporation of the organisation shall be deemed to have been appointed by the members as charity trustees with effect from the date of incorporation of the organisation. Election, retiral, re-election 60 At each AGM, the members may elect any member (unless he or she is debarred from membership under the terms of clauses 577 or 58) to be a charity trustee. 61 The board of management may at any time appoint any member (unless he or she is debarred from membership under the terms of clauses 577 or 58) to be a charity trustee. 62 At each AGM, all of the charity trustees who have served for a period of two years must retire from office and subject to the limitation that no charity trustee may serve for more than 6 consecutive years, may stand for re-election as set out under clause 60. Members of the Board of Management who have served in any capacity for 6 consecutive years may thereafter stand for re-election to the Board of Management a minimum of one full year after they have vacated such office. 63 A charity trustee retiring at an AGM will be deemed to have been reelected unless: He or she advises the board prior to the conclusion of the AGM that he or she does not wish to be re-appointed as a charity trustee; or 63.2 an election process was held at the AGM and he/she was not among those elected or re-elected through that process; or 63.3 a resolution for the re-election of that charity trustee was put to the AGM and was not carried. rms:

12 Termination of office 64 A charity trustee will automatically cease to hold office if: He or she becomes disqualified from being a charity trustee under the Charities and Trustee Investment (Scotland) Act 2005; 64.2 He or she becomes incapable for medical reasons of carrying out his or her duties as a charity trustee - but only if that has continued (or is expected to continue) for a period of more than six months; 64.3 He or she ceases to be a member of the organisation; 64.4 He or she becomes an employee of the organisation; 64.5 He or she gives the organisation a notice of resignation, signed by him or her; 64.6 He or she is absent (without good reason, in the opinion of the board of management) from more than three consecutive meetings of the board of management - but only if the board of management resolves to remove him or her from office; 64.7 He or she is removed from office by resolution of the board of management on the grounds that he or she is considered to have committed a material breach of the code of conduct for charity trustees (as referred to in clause 81); 64.8 He or she is removed from office by resolution of the board of management on the grounds that he or she is considered to have been in serious or persistent breach of his or her duties under section 66(1) or (2) of the Charities and Trustee Investment (Scotland) Act 2005; or 64.9 He or she is removed from office by a resolution of the members passed at a members meeting. 65 A resolution under paragraph 64.7, 64.8 or 64.9 shall be valid only if: the charity trustee who is the subject of the resolution is given reasonable prior written notice of the grounds upon which the resolution for his or her removal is to be proposed; 65.2 the charity trustee concerned is given the opportunity to address the meeting at which the resolution is proposed, prior to the resolution being put to the vote; and 65.3 (in the case of a resolution under paragraph 64.7 or 64.8) at least two thirds (to the nearest round number) of the charity trustees then in office vote in favour of the resolution. rms:

13 Register of charity trustees 66 The board of management must keep a register of charity trustees, setting out: 66.1 for each current charity trustee: his or her full name and address; the date on which he or she was appointed as a charity trustee; and any office(s) held by him or her in the organisation; 66.2 for each former charity trustee - for at least 6 years from the date on which he/she ceased to be a charity trustee: the name of the charity trustee; any office(s) held by him or her in the organisation; and the date on which he or she ceased to be a charity trustee. 67 The board of management must ensure that the register of charity trustees is updated within 28 days of any change: 67.1 which arises from a resolution of the board of management or a resolution passed by the members of the organisation; or 67.2 which is notified to the organisation. 68 If any person requests a copy of the register of charity trustees, the board of management must ensure that a copy is supplied to him or her within 28 days, providing the request is reasonable; if the request is made by a person who is not a charity trustee of the organisation, the board may provide a copy which has the addresses removed - if the board is satisfied that including such information is likely to jeopardise the safety or security of any person, organisation or assets. Office-bearers, officials and charity trustees 69 The members of the organisation must elect (from among themselves, of either gender) a chairman, a vice-chairman, a treasurer, and a secretary, who will be charity trustees. In addition, the members of the organisation must also elect (from among themselves, of either gender) a director of rugby, a business director and an ambassadorial club president who will also be charity trustees. The members of the organisation will elect a further independent charity trustee of either gender who will not be a member of the organisation. All these charity trustees together will comprise the Board of Management responsible for the management and administration of the club. rms:

14 70 In addition to the office-bearers required under clause 69, the charity trustees may appoint (from among the membership) further officebearers and charity trustees as they consider appropriate up to a maximum number of 15 charity trustees. 71 All of the office-bearers and charity trustees having served for two years will cease to hold office at the conclusion of each AGM, but may then be re-elected or re-appointed under the provisions of clauses 62, 69 or A person elected to any office will automatically cease to hold that office: if he or she ceases to be a member of the organisation, or in the case of a charity trustee, to be eligible to hold such office, or 72.2 if he or she gives to the organisation a notice of resignation from that office, signed by him or her. Powers of board of management 73 Except where this constitution states otherwise, the organisation (and its assets and operations) will be managed by the board of management; and with the authority of the board of management individual members of the board may exercise all the powers of the organisation. 74 A meeting of the board of management at which a quorum is present may exercise all powers exercisable by the board. 75 The members may, by way of a resolution passed in compliance with clause 47 (requirement for two-thirds majority), direct the board of management to take any particular step or direct the board not to take any particular step; and the board of management shall give effect to any such direction accordingly. Charity trustees - general duties 76 Each of the charity trustees has a duty, in exercising functions as a charity trustee, to act in the interests of the organisation; and, in particular, must: seek, in good faith, to ensure that the organisation acts in a manner which is in accordance with its purposes; 76.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person; 76.3 in circumstances giving rise to the possibility of a conflict of interest between the organisation and any other party: rms:

15 put the interests of the organisation before that of the other party; where any other duty prevents him or her from doing so, disclose the conflicting interest to the organisation and refrain from participating in any deliberation or decision of the other charity trustees with regard to the matter in question; 76.4 ensure that the organisation complies with any direction, requirement, notice or duty imposed under or by virtue of the Charities and Trustee Investment (Scotland) Act In addition to the duties outlined in clause 766, all of the charity trustees must take such steps as are reasonably practicable for the purpose of ensuring: that any breach of any of those duties by a charity trustee is corrected by the charity trustee concerned and not repeated; and 77.2 that any trustee who has been in serious and persistent breach of those duties is removed as a trustee. 78 Provided he or she has declared his or her interest and has not voted on the question of whether or not the organisation should enter into the arrangement a charity trustee will not be debarred from entering into an arrangement with the organisation in which he or she has a personal interest; and (subject to clause 799 and to the provisions relating to remuneration for services contained in the Charities and Trustee Investment (Scotland) Act 2005), he or she may retain any personal benefit which arises from that arrangement. 79 No charity trustee may serve as an employee (full time or part time) of the organisation; and no charity trustee may be given any remuneration by the organisation for carrying out his or her duties as a charity trustee. 80 The charity trustees may be paid all travelling and other expenses reasonably incurred by them in connection with carrying out their duties; this may include expenses relating to their attendance at meetings. Code of conduct for charity trustees 81 Each of the charity trustees shall comply with the code of conduct (incorporating detailed rules on conflict of interest) prescribed by the board of management from time to time. 82 The code of conduct referred to in clause 81 shall be supplemental to the provisions relating to the conduct of charity trustees contained in rms:

16 this constitution and the duties imposed on charity trustees under the Charities and Trustee Investment (Scotland) Act 2005; and all relevant provisions of this constitution shall be interpreted and applied in accordance with the provisions of the code of conduct in force from time to time DECISION-MAKING BY THE CHARITY TRUSTEES Notice of board meetings 83 Any charity trustee may call a meeting of the board of management or request the secretary to call a meeting of the board of management. 84 At least 7 days' notice must be given of each board of management meeting, unless (in the opinion of the person calling the meeting) there is a degree of urgency which makes that inappropriate. Procedure at board of management meetings 85 No valid decisions can be taken at a board of management meeting unless a quorum is present; the quorum for board of management meetings is 5 charity trustees, present in person. 86 If at any time the number of charity trustees in office falls below the number stated as the quorum in clause 85, the remaining charity trustee(s) will have power to fill the vacancies or call a members' meeting but will not be able to take any other valid decisions. 87 The chairman of the organisation should act as chairman of each board of management meeting. 88 If the chairman is not present within 15 minutes after the time at which the meeting was due to start (or is not willing to act as chairman), the charity trustees present at the meeting must elect (from among themselves) the person who will act as chairman of that meeting. 89 Every charity trustee has one vote, which must be given personally. 90 All decisions at board of management meetings will be made by majority vote. 91 If there is an equal number of votes for and against any resolution, the chairman of the meeting will be entitled to a second (casting) vote. 92 The board of management may, at its discretion, allow any person to attend and speak at a board of management meeting notwithstanding that he or she is not a charity trustee provided that he or she must not participate in decision-making. 93 A charity trustee must not vote at a board of management meeting (or at a meeting of any sub-committee) on any resolution which relates to a matter in which he or she has a personal interest or duty which rms:

17 conflicts (or may conflict) with the interests of the organisation; he or she must withdraw from the meeting while an item of that nature is considered, discussed or decided. 94 For the purposes of clause 93, immediately foregoing:- Minutes 94.1 an interest held by an individual who is connected with the charity trustee under section 68(2) of the Charities and Trustee Investment (Scotland) Act 2005 (husband or wife, partner, child, parent, brother or sister etc.) shall be deemed to be held by that charity trustee; 94.2 a charity trustee will be deemed to have a personal interest in relation to a particular matter if a body in relation to which he or she is an employee, director, member of the management committee, officer or elected representative has an interest in that matter. 95 The board of management must ensure that proper minutes are kept in relation to all board of management meetings and meetings of subcommittees. 96 The minutes to be kept under clause 95 must include the names of those present; and (so far as possible) should be signed by the chairman of the meeting. ADMINISTRATION Delegation to sub-committees 97 The board of management may delegate any of their powers to subcommittees reporting directly to a charity trustee; each sub-committee must include at least one charity trustee, but the other members of a sub-committee need not be charity trustees. 98 The board of management may also delegate to the chairman of the organisation (or the holder of any other post) such of their powers as they may consider appropriate. 99 When delegating powers under clauses 987 or 98, the board of management must set out appropriate conditions (which must include an obligation to report regularly to the board of management). 100 Any delegation of powers under clauses 987 or 98 may be revoked or altered by the board of management at any time. 101 The rules of procedure for any sub-committee, and the provisions relating to membership of each sub-committee, shall be determined by the board of management. rms:

18 Operation of financial accounts 102 Subject to the provisions of clause 103 and excepting payments by any means of individual sums amounting to less than 1,000 in each instance, the signatures of two out of four signatories appointed by the board of management will be required in relation to all operations (other than the lodging of funds) on the bank and building society accounts held by the organisation. 103 Where the organisation uses electronic facilities for the operation of any bank or building society account, the authorisations required to permit operations on that account must be consistent with the approach set out in clause 102. Accounting records and annual accounts 104 The board of management must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements. 105 The board of management must prepare annual accounts, complying with all relevant statutory requirements; if an audit is required under any statutory provisions (or if the board of management consider that an audit would be appropriate for some other reason), the board of management should ensure that an audit of the accounts is carried out by a qualified auditor. MISCELLANEOUS Winding-up 106 If the organisation is to be wound up or dissolved, the winding-up or dissolution process will be carried out in accordance with the procedures set out under the Charities and Trustee Investment (Scotland) Act Any surplus assets available to the organisation immediately preceding it s winding up or dissolution must be used for purposes which are similar to or which closely reflect the purposes of the organisation as set out in this constitution. Alterations to the constitution 108 This constitution may (subject to the provisions of clause 109) be altered by resolution of the members passed at a members meeting (subject to achieving the two thirds majority referred to in clause 477) or by way of a written resolution of the members. 109 The Charities and Trustee Investment (Scotland) Act 2005 prohibits taking certain steps (including change of name, alteration to the purposes, amalgamation, winding-up) without the consent of the Office of the Scottish Charity Regulator (OSCR). rms:

19 Interpretation 110 References in this constitution to the Charities and Trustee Investment (Scotland) Act 2005 should be taken to include: any statutory provision which adds to, modifies or replaces that Act; and any statutory instrument issued in pursuance of that Act or in pursuance of any statutory provision falling under paragraph above. 111 In this constitution: charity means a body which is either a Scottish charity within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a charity within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes; charitable purpose means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts. This Constitution of Peebles Rugby and Community Sports Club, SCIO together with Appendix was adopted at a General Meeting of the organisation on 3 June 2016 at 19 Eastgate, Peebles, EH45 8AD. Signed:... Signed: Name: Name: Position: Date: Position: Date: rms:

20 APPENDIX Membership, Subscriptions, Rules and Policies 1. MEMBERSHIP The membership of the Club shall be divided into different classes as follows: i. Life Members, being persons who have rendered outstanding service to the Club and who on the recommendation of the Board of Management have duly been elected to life membership by the Club in General Meeting. (entitled to vote) ii. Honorary Presidents / Honorary Vice-Presidents, being persons whose distinguished service to the Club the Club wishes to recognise and who, on the recommendation of the Board of Management have duly been elected as Honorary President or Honorary Vice-President by the Club in General Meeting. (entitled to vote) iii. (a) Senior Playing Members over 18 years of age (voting) (b) Full Members over 18 years (voting) (c) Student Members over 18 / under 25 years (voting) (d) Junior Members under 18 years (no voting rights) (e) Piranha (Mini) Members under 12 years (no voting rights) (f) General Members over 18 years (voting) (g) Family Members comprising 2 adults and up to 3 children under 16 years old, including membership of Piranhas / minis up to age limit (adults entitled to vote) (h) Distance Members residing more than 30 miles from Peebles (no voting rights) (i) Social Members (no voting rights) (j) Staff Members (no voting rights) iv. Associate / Affiliate Membership, must be a member of a not-forprofit and / or sporting organisation approved by the Board who will maintain an approved list of affiliated clubs or groups. (Such individual members have no voting rights.) v. Temporary Members, restricted to the duration of their visit as guests to participate in the game of Rugby Football and / or related social or recreational pursuits and shall include: guest players, players, officials and supporters of clubs from visiting teams, persons rms:

21 officiating, commentating or otherwise participating in such games or pursuits, representatives of the media, club sponsors and invited guests. (Temporary members have no voting rights). Each new membership application must be made in writing on the appropriate form available by download from the club website, from the Secretary or at the clubhouse. Each candidate for membership of the club shall apply to the Board of Management for admission. The Board of Management may refuse membership or expel from membership only for good and sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the Club s members and decided by a majority vote. A new member shall pay his/her subscription for the year then current within 14 days after being notified of his/her election to membership of the Club. Any member wishing to resign from the Club shall give notice in writing of such intention to the Secretary before the Annual General Meeting; otherwise he/she shall be liable to pay the ensuing year's subscription. 2. ANNUAL SUBSCRIPTIONS a. The annual subscriptions payable by each class of member shall be such amount as approved by the majority of members present and voting at a General Meeting. Membership benefits, entitlements and subscriptions for all categories of member in the period following adoption of this constitution are as set out below: Membership, benefits entitlements and subscriptions: Vote Match Clubhouse Monthly Annual Gym Entry Discount Fee Fee Senior Playing Member Yes Yes 10% Yes Full Member Yes Yes 10% Available Lifetime Member & Hon. President / Vice President Yes Yes 10% Available Under 18 Member Yes 7.5% 6 60 Yes Student Member* Yes Yes 7.5% 6 60 Yes General Member Yes 7.5% 6 60 Available Piranha / Mini Member Yes 7.5% 4 40 Yes Family Member** Yes Yes 10% Yes Social Member 5% Distance Member 5% Associate Member 10 Staff Member Yes 10% Yes Bar Credit rms:

22 Student* = must be 18 or over as of 1 st July to qualify Family** = category shall consist of 2 parents and up to 3 children. Qualifying children are the children of the parents applying for membership up to and including S3, over S3 child is classed as being Under 18. Parents are classed as Season Ticket members. Gym = an inclusive benefit to all playing categories (with full intention to play). Also available to Season Ticket, Lifetime and General Members at an additional cost of either 10 per month or 100 per annum. For example if a Season Ticket member wished to use Gym then the cost would be either 20 per month or 200 annual. If he/she simply wished to be a member of the Gym then the minimum cost would be General member fees of either 6 per month or 60 annual plus either 10 per month or 100 annual with a total cost of either 16 monthly or 160 annual. Please note that Gym is not a category of membership but a benefit that is available to certain categories of member. For avoidance of doubt all age groups, in respect of membership within Peebles RFC are applicable as of 1 st July annually. All classes of membership are permitted to enter clubrooms which shall also be available to book for functions as per conditions of booking (details available from clubhouse staff). b. The annual subscription shall fall due on 1st July each year, and shall be payable by 31st July. c. Playing members whose subscriptions are not paid by 31st August shall not be eligible for selection for any team. d. Any member who has not paid his or her subscription by 30th September in the year that it is due shall forfeit all claims to the privileges of membership of the Club and will be required to re-apply for membership. 3. BOARD OF MANAGEMENT / CHARITY TRUSTEES, ETC. Management and control of the Club shall be vested in a Board of Management consisting of the Chairman, Vice-Chairman, Secretary, Treasurer, a Business Director, a Director of Rugby, an Ambassadorial Club President and an Independent Trustee, all to be elected by club members at Annual General Meetings, to serve normally for a period of 2 years. Each such member of the Board of Management will automatically become a Charity Trustee upon taking office. The minimum number of charity trustees is 8; the maximum number of charity trustees is 15. Period of service Members of the Board of Management must retire after 2 years service but shall be eligible for re-election, subject to the limitation that no individual may serve for more than 6 consecutive years. Members of the Board of Management who have served in any capacity for 6 consecutive years may thereafter stand for re-election to the Board of Management a minimum of one full year after they have vacated such office. rms:

23 Power to co-opt Should any position on the Board of Management not be filled at the AGM, the elected Charity Trustees have the power to co-opt any suitably qualified or experienced person to fill such vacancy. Sharing of duties and responsibilities Whereas the extensive duties and responsibilities of the Business Director may be shared with the agreement of the Board of Management between the individual elected to that position and both the Chairman and the Vice- Chairman, neither the Secretary nor the Treasurer is eligible to serve also in an executive capacity during his/her period of office. Quorum Unless otherwise agreed in advance by the Board of Management, five elected members of the Management Committee are required as a quorum for Board of Management meetings. Minutes of meetings Formal minutes of all proceedings at Board of Management meetings will be taken by a Minutes Secretary appointed by the Board of Management, or in their absence the Secretary, for subsequent distribution to all Board of Management members, for approval and signature in due course by the person chairing the next such meeting. Responsibilities of members of the board of management The responsibilities of the members of the Board of Management are as follows: 1) Chairman shall preside at every Board and Management Committee meeting. Responsibilities include ensuring that there is fairness between members and determination of all questions of order and competence. Where necessary, the Chairman, failing whom the Vice-Chairman or the President will represent the Club at national and regional events or meetings. 2) Vice-Chairman where the Chairman is unable to perform his/her duties due to illness, absence, or for any other reason, the Vice- Chairman shall assume the role of the Chairman in the conduct of the business of the Board. 3) Secretary is responsible for managing the governance and administration of the Club. 4) Treasurer is responsible for managing the finances of the Club ensuring that effective controls are in place, and operational and strategic development of the Club s finances. rms:

24 5) President an ambassadorial role, primarily involving representation or promotion of the club at social and public events and ongoing engagement with the wider membership of the club, and the local community. Occasionally deputising for the Chairman or Vice- Chairman. 6) Independent Trustee a non-executive, monitoring role, intended to ensure transparency, adherence to good business practice and to the related requirements of charity law and the Scottish charity regulator. Each of the two additional Directors shall have executive responsibility for management via sub-committees of specific sections of the Club as follows: 1) Director of Rugby responsible for all aspects of rugby. The Director of Rugby will develop and implement aspirational strategies to position the club within the upper levels of senior rugby in Scotland. The role requires the post-holder to ensure the recruitment of effective coaching staff, team managers, support, medical and development personnel to manage all rugby within the club, subject to the approval of the Board of Management. Via a sub-committee and appointed Facilities Convenor, the Director of Rugby is in addition ultimately responsible for the maintenance and upkeep of playing and training facilities. 2) Business Director responsible for business administration, club development, marketing and communications, social functions and activities (e.g. via an appointed Social Convenor), fabric and maintenance of clubhouse social facilities (e.g. via an appointed Facilities Convenor), and fundraising and sponsorship development. The extensive duties and responsibilities of the Business Director may be shared with the agreement of the Board of Management between the individual elected to that position and either or both of the Chairman and the Vice-Chairman. Assistant directors Each of the above two Directors shall be empowered to appoint up to four Assistant Directors and officials who will in turn recruit members, thereby forming their own sub-committees to organise and conduct the business with which they have been specifically entrusted. Each Director shall form a working party comprising his/her Assistant Directors and shall hold regular meetings to discuss all matters of business relevant to the organisation and in particular the administration of his or her section of the Club, sufficient to enable his or her group to have an understanding of the overall operation of that section. Sub-committee management, engagement and governance These sub-committees do not have delegated powers beyond their immediate responsibilities or pre-authorised budgets. Other financial rms:

25 requirements must be recommended to the Board of Management for approval prior to any expenditure being committed. Each year, the Board of Management will arrange up to four Governance Meetings designed to facilitate the involvement, input and direct engagement of all sub-committee members with the Board of Management. Club members may serve in more than one official capacity, for example on more than one sub-committee. Rugby officials and positions: a. The Club Captain and Vice-Captain shall be elected by the Senior Playing Members of the Club. The Director of Rugby together with the 1 st and 2 nd XV Head Coaches and Team Managers shall appoint the Second XV Captain and all other Coaches throughout the Club. b. Unless otherwise agreed by the Board of Management, the Senior Selection Committee shall consist of the 1st XV and 2nd XV Head and Assistant Coaches, and respective Team Managers along with the Director of Rugby and the Club Captain, or in his absence, the Vice- Captain. c. The Youth Section of the Club, including both mini, midi and colts sections, shall be managed in a sub-committee headed by a youth convener supported by suitable team managers appointed by the Director of Rugby with the support and approval of the Board of Management. Given the importance to the Club of these sections and essential continuity of player development / retention through the age groups the Club shall ensure the appointment of suitable personnel to run these sections, following all necessary and appropriate vetting procedures. 4. ANNUAL GENERAL MEETING A General Meeting of the Club shall be held annually and not more than fifteen months from the date of the last Annual General Meeting on a date to be fixed by the Board of Management. At this meeting, the Board of Charity Trustees shall submit their Annual Report, Audited Accounts of the Club for the year to the 31st day of March preceding, and a Report from the Treasurer. The Annual Report, Financial Statements, and the Treasurer s Report shall be printed or duplicated and copies made available to members at least one week prior to the meeting via download from the club website or by collection from the clubhouse. Nominations for election to any vacancies in the positions of Chairman, Vice- Chairman, Secretary, Treasurer, Director of Rugby, Business Director, President and Independent Trustee must be submitted, in writing, to the Secretary not later than 21 days before the date fixed for the Annual General Meeting. These shall be posted prominently both inside and outside the club by the Secretary at least 14 days prior to the date of the Annual General Meeting. rms: