STANDING ORDERS OF THE DOWNHILL ONLY CLUB November 2017 1. Standing Orders Subject to the Articles of Association, these standing orders regulate the general running of the Downhill Only Club (the Club ), a company limited by guarantee and known colloquially as the DHO. Subject always to the powers of the Directors, the running of the Club shall be carried out by the Club committee (the Committee ), sub-committees and the managers appointed by them. Changes in these Standing Orders may be recommended by the Directors or by the Committee but must be approved by the Directors. 2. Responsibilities of the Board of Directors The responsibilities of the Directors are set out in company law and in the Articles of Association. In less technical language, those duties include: 1. Ensuring that the activities of the Club are lawful and safe and that its financial affairs are solvent. 2. Proposing members of the Club ("Members") for the positions of vice president, treasurer and company secretary. 3. Recommending changes in the Articles of Association to the annual general meeting. 4. Accepting or rejecting any changes in the Standing Orders proposed by the Committee. 5. Adjudicating on any ambiguities in the interpretation of the Club s Articles (see Article 8.2). - 1 -
3. Responsibilities of the Company Secretary The Company Secretary has responsibility for: 1. With the assistance of the Club Secretary, preparing the agenda for Board meetings and making sure that the Directors receive reports from the Committee that are sufficient for them to carry out their responsibilities. 2. Convening and managing the committee of enquiry into the behaviour of Directors, as and when required (see Article 17.4). 3. Convening additional Board meetings as required. 4. Managing any internal or external complaints about the Club. 5. Completing the annual returns for Companies House. 4. Management of the Club Subject to the powers and duties of the Directors as set out in the Club's Articles of Association, the day to day management of the affairs of the Club shall be in the hands of the Committee and such sub-committees as it may from time to time establish. The composition of the Committee, the election of its members and their terms of service are given in the Articles of Association. At present there are four standing sub-committees, namely DHOracing, Alpine, Clubroom and Communication & Marketing. The Committee may create other sub-committees (ad hoc sub-committees) for specific purposes. These sub-committees shall be led by a member of the Committee and shall have a defined purpose and a specified time by which they should report back to the main Committee. Racing & Training (known as DHOracing) The DHOracing sub-committee is responsible for running the Club s racing and training programme. The sub-committee shall comprise, among others: 1. A qualified accountant with devolved responsibility for the financ- - 2 -
es of the sub-committee, who liaises with the Treasurer to ensure that the budget is balanced; and 2. A nominated child welfare officer who has overall responsibility for all matters related to children, including safeguarding, risk assessments and insurance. The Chairman of the sub-committee shall be responsible for the governance of DHOracing. The Chairman of the sub-committee (or a nominated member) shall maintain the DHOracing contribution to the Club's website which gives the racing programme, details of future training camps and such other information as may be required for the operation of DHOracing. Alpine The Alpine sub-committee is responsible for supervising the skiing activities of Members when they are in Wengen by: 1. Supporting and assisting the Wengen Manager, who has responsibility for all aspects of the Club s programme for guided group skiing. The Wengen Manager should consult the subcommittee when appropriate, including in the appointment of assistant ski leaders. 2. Providing assistance in the running of races and competitions for Members. This will include the existing races for which cups or trophies are awarded, plus other competitions, according to the ski programme. When required it will liaise with the Racing and Training sub-committee. 3. Receiving reports on health and safety, including any accidents, from the Wengen Manager. 4. Organizing races with other ski clubs, when appropriate. The Wengen Manager and the Coggins Manager shall attend and may speak at the sub-committee s meetings but shall not be members of it. Clubroom - 3 -
The Clubroom Committee is responsible for the care and management of the clubroom, and for facilitating the Club s other social activities in Wengen, in particular: 1. Managing the clubroom, including ensuring that the clubroom is opened and closed at all appropriate times, including during the non-skiing season. 2. Any use of the clubroom during the year other than for the Club s day-to-day purposes, whether or not by Members, making sure that such use is properly supervised and that any income is accounted for. Any doubt about the appropriate use of the clubroom for such occasions shall be determined by the President. 3. The financial management of the clubroom, including an annual budget of operating costs and income, the approval of all expenditure in Wengen of a non-skiing nature and authorizing (by its Chairman) payments necessary for the maintenance of the clubroom, within a financial limit set from time to time by the Club Treasurer. 4. Dealing with any health and safety issues, including any accidents, that may arise in the use of the clubroom. The sub-committee shall comprise, among others, up to five Members who are in Wengen for a sufficient period or periods during the winter season to contribute adequately to the affairs of the sub-committee. The sub-committee shall meet each month during the skiing season (December to April) in Wengen. Any meeting that may be needed during the remainder of the year shall be held in London. The chairman of the sub-committee is authorised to, and shall, represent the DHO on all matters concerning the clubroom including the - 4 -
meetings of the Eiger building house owner s association. The sub-committee shall liaise with the Wengen Manager and shall provide assistance and advice to him in the running of Club activities in the village and in the initiation of social activities for the benefit of Members during the ski season. The Wengen Manager may attend and speak at meetings of the sub-committee but shall not be a member of it. Communications & Marketing The Communications & Marketing Subcommittee is responsible for: 1. The promotion of the Club and its activities internally and externally and for the design, production and distribution of printed and on-line material for Members and for use outside the Club. 2. The Club s website, social media marketing, such as Facebook and Twitter, support for the editor in the production of the Journal, the mid-year Newsletter and such other material as is required for communications with Members or externally. 3. Maintenance of the Club s design standards, branding and visual identity. The subcommittee shall comprise, among others, the Editor, the Webmaster, the Advertising Manager and, ex-officio, the Membership Secretary and the Design Co-ordinator. 5. Constitution and Proceedings of Sub-committees Each sub-committee shall comprise up to eight Members. At least one of those Members shall be a member of the Committee, the remainder being nominated or ex-officio members. Members of a sub-committee who are members of the Committee shall serve on that sub-committee for the duration of their tenure on the Committee. Nominated members of a sub-committee are appointed for - 5 -
a term of three years and their names must be supplied to the Committee before appointment. Such members may be re-appointed, with prior notice to the Committee, for further three-year terms. The President of the Club is an ex-officio and supernumerary member of each sub-committee and may appoint one of the Vice Presidents to attend meetings in his/her place. The chairman of a sub-committee shall be appointed by its members, with the right to appoint a vice-chairman from those members should the need arise. Fourteen days' notice in writing shall be given of any meeting of a subcommittee. The quorum for a meeting shall be four members of the sub-committee, at least one of whom shall be a member of the Committee. All meetings shall take place by personal attendance. Attendance by telephone or video link may be permitted by the chairman of the meeting if he deems the contribution to be provided by such medium to be desirable for the conduct of the meeting. All members of a sub-committee are eligible to vote on all motions put by its chairman. Voting shall be by a simple majority of those present and eligible to vote. A sub-committee may co-opt any Member for one or more specific meetings at the discretion of its chairman. A co-opted member is not entitled to vote and shall not become a member of the sub-committee. A sub-committee may incur reasonable expenses of a type and up to a limit previously agreed by the Club Treasurer. Any Member may write to the chairman of a sub-committee asking to attend a meeting of that sub-committee in order to make suggestions relating to matters within its remit. The request must be accompanied - 6 -
by a written summary of the Member s suggestions and may be rejected on reasonable grounds, including that the matter is capable of being dealt with in writing. The President shall recommend to the Committee which of its members should sit on each of the sub-committees, but the Committee shall make the final decision as it sees fit. 6. Coggins and Eagles The Club has a Coggins ski group for children aged 7 to 12 years who are the children of Members, for which it is entitled to make a charge. Coggins groups shall be led by a qualified instructor retained by the Club. Participants are required to be of a standard to ski red runs with confidence. The Club has an Eagles ski group for young persons aged 13 to 17 years, who are the children of Members or who are Members in their own right, for which it is entitled to make a charge. Eagles groups shall be led by a qualified instructor retained by the Club. Participants are required to be of a standard considered suitable by that leader. 7. Editor and DHO Journal The Editor, appointed pursuant to Article 15.6, is responsible for producing the Club Journal and the Mid Year Newsletter. A list of the Members' names shall be published in the Journal together with the respective category of membership of each Member, abbreviated appropriately. One copy of the Journal shall be sent to each Member, but where there are plural Members resident at the same address the Editor shall determine the number of Journals to be sent to that address. 8. Inferno Captain The Committee shall appoint from among the Members a Captain to lead and organise the Club's participation in the annual Inferno races in Mürren. Such an appointment shall be for a period not exceeding three - 7 -
years, and may be renewed thereafter on the same terms. 9. Club Managers There shall be three Club Managers: a DHOracing manager, a Wengen Manager and a Coggins Manager, appointed by the Committee when required. The terms and conditions, and the contract of employment, of each Club Manager shall be approved by the Committee before appointment. Club Managers shall attend and contribute to the meetings of the Committee and any relevant sub-committees. They shall have no vote in resolutions of the Committee or sub-committees. Club Managers are accountable directly to the President and any instructions given to them should have the authority of the President. Club Managers receive compensation for performing their duties, the amount of which is set by the Committee. 10. DHOracing Manager The responsibilities of the DHOracing Manager include: 1. Maintaining high standards of safety, ensuring that risk assessments are carried out and providing reports on safety and child welfare to the DHOracing Committee and to the Committee, including reports of accidents and incidents. 2. Organising and running training camps in conjunction with the DHOracing Accountant and the Child Welfare Officer. 3. Recruitment and selection of house parents, who are responsible for carrying out risk assessments and child welfare procedures for each camp. 4. Liaising with the Child Welfare Officer. 5. Recruitment and selection of trainers. - 8 -
6. Attending meetings of the DHOracing sub-committee. The DHOracing Manager shall attend and contribute to meetings of the DHOracing sub-committee but has no vote in its proceedings. 7. Liaising with parents and trainees. The R&T Manager should ensure that trainees and their parents are mindful of the history and traditions of the Club. 8. Helping the Chairman of the sub-committee (or nominated member) maintain the DHOracing contribution to the DHO website. 11. Wengen Manager The Wengen Manager has responsibility for: 1. Maintaining high standards of safety, carrying out risk assessments and providing reports on safety to the Alpine Committee and to the Committee, including reports of accidents and incidents. 2. Day to day operations of the DHO in Wengen, including the running of weekly drinks parties and involvement in the operation of the clubroom. 3. Organising the weekly skiing programme and running DHO races and prize givings. 4. Consulting the Alpine sub-committee about the ski programme and the selection of DHO ski leaders. The Wengen Manager shall attend and may speak at meetings of the sub-committee but shall have no vote in its proceedings. 5. Supervising and promoting the welfare of DHO ski leaders, including arranging insurance for them. 6. Managing the Wengen accounts, banking, paying bills and submitting financial reports to the Committee. 7. Representing the Club in Wengen and maintaining relationships with key organisations including the tourist office, piste control, rescue service, English church and the railway authorities. 8. Providing input to the Club's media in a timely fashion: to keep Members informed of activities during the winter season; and to - 9 -
report a summary of such activities at the close of that season. 12. Coggins Manager The Coggins Manager is responsible for providing Coggins and Eagles activities by: 1. Maintaining high standards of safety on the slopes, carrying out risk assessments and providing reports on safety to the Alpine Committee and to the Committee, including reports of accidents and incidents. 2. Organising a coaching programme to improve the children's skiing in a safe and enjoyable environment 3. Either leading these groups him/herself or employing a suitably qualified instructor. 4. Managing the accounts of Coggins and Eagles activities and presenting reports to the Committee. 5. Consulting the Alpine sub-committee about the Coggins programme. The Coggins Manager may attend and contribute to meetings of the Alpine sub-committee but has no vote in its proceedings. 13. Awards and Badges All Members are entitled to wear the Club's bronze badge. Other awards may be made by the Committee at a meeting duly convened and attended by not less than ten of its members. The award of the Club's gold arrow and gold badge shall be by a unanimous vote of the Committee members. - 10 -
Qualifications for award of the Club's badges and arrows shall be as fol- lows:- Silver badge Members who have rendered notable services to the Club. Gold badge Members who have rendered outstanding services to the Club. Skiing Merit Award Members who have achieved outstanding merit in skiing by 1. Winning the McMillan Cup or Falken Ladies trophy. 2. Bronze standard in the Inferno Race. 3. A suitable achievement in ski racing or touring, as judged by the committee. Bronze Racing Arrow Members who are members of regional racing squads or the British junior team. Silver Racing Arrow Members who are members of regional racing squad A teams. Gold Racing Arrow Members who are members of the British or other national teams (or development squads) or of the teams of national bodies such as the armed forces. The Committee shall liaise with the DHOracing Manager if awarding a badge for which a member of the DHOracing programme would be eligible. Arrows shall be awarded on the recommendation of the Chairman of the DHOracing Committee and confirmed by the Committee 14. Prizes Subject to the rules laid down by the Alpine sub-committee, Members may enter all club competitions as soon as their application for membership has been accepted and the fee paid. Regardless of such rules, no Member shall be awarded a Club cup or prize in a winter season unless, on the 1 st December immediately preceding the start of that season, he was a life or honorary member or had paid (or had had paid for him) in full his subscription due on 1 st September that year. - 11 -
15. Membership Categories & Requirements 1. Categories The categories of Membership as established by Article 2 of the Club s Articles of Association are defined as follows. Unless otherwise stated, a category of membership carries with it all of the benefits of member- ship:- a. Ordinary Members. An individual aged 24 years or older may join the Club as an Ordinary Member on fulfilment of the eligibility criteria from time to time and upon payment of the Ordinary Member subscription (as established by Article 4 of the Club s Articles of Association). An Ordinary Member under the age of 36 years shall pay one half of the Ordinary Member subscription. b. Family Members The members of one family, consisting for these purposes of two adults and the children under the age of 24 years of either or both of them, may join the Club as Family Members on fulfilment of the eligibility criteria from time to time and upon payment of the Family Member subscription, which shall be double the Ordinary Member subscription. Family members shall receive one copy between them of each Club publication. A child in a Family Membership is not permitted to vote at the Company s General Meetings and upon reaching the age of 24 years must join the Club in his or her own right failing which his or her membership will cease. c. Couple Members Two related individuals aged 18 years or more may join as Couple Members upon disclosure of the qualifying relationship, upon satisfying the eligibility criteria from time to time and upon payment of one and - 12 -
three-quarter times the Ordinary Member subscription. Couple members shall receive one copy between them of each Club publication. If both Couple Members are under the age of 36 years, they shall pay seven-eighths of the Ordinary Member subscription. d. Junior Members An individual under the age of 24 years may join as a Junior Member upon fulfilment of the eligibility criteria from time to time and upon payment of one quarter of the Standard Member subscription. A Junior Member shall have restricted access to the Club Room, to the extent determined by the Committee from time to time, and is not permitted to vote at the Company s General Meetings if under the age of 18 years. e. Life Members By payment of a lump sum Members may extend their membership to life. (See Article 4.5 of the Club s Articles of Association). f. Introductory Members An individual over the age of 24 years may join the Club for one fixed period of seven days as an Introductory Member upon payment of the Introductory Member subscription, which shall be one quarter of the Annual Member subscription. During his or her period of membership, an Introductory Member may ski with the Club once or twice (but no more) and may use the Club room. An Introductory Member may participate during the period of membership, but is not entitled to win any prize or award, in any Club competition, is not permitted to vote at the Company s General Meetings and is not entitled to receive a copy of any Club publications. An Introductory Member who joins the Club as an Ordinary Member, - 13 -
Family Member, Couple Member or Life Member within one year of the expiry of his or her Introductory Membership shall have an amount equal to the Introductory Membership subscription paid by him or her deducted from the first Ordinary Member, Family Member or Couple Member subscription or Life member payment. g. Racing Members An Individual who wishes to race for the Club in the Inferno and/or Amateur Inter-Club Championship (AICC) may join the Club for a fixed period of one week during either or both of the Inferno and AICC, for a subscription of one quarter of the Ordinary Membership subscription. During his or her period of membership the Racing Member may ski with the Club no more than twice, and may use the Club Room only during the week of each race for which he or she is a Racing Member. A Racing Member may participate in Club races during the week of either or both of the Inferno and AICC, but is not entitled to win any Club prize or award, is not permitted to vote at the Company s General Meetings, and is not entitled to receive a copy of any Club publications. A Racing Member who is using the ski guiding and Club Room on weeks other than the Inferno or AICC will be required to upgrade to Ordinary, Couple, Family or Life Membership. A Racing Member who is using the ski guiding in excess of twice during the week of the Inferno or AICC will be required to upgrade to Ordinary, Couple, Family or Life membership. A Racing Member who joins the Club as an Ordinary Member, Couple Member, Family Member or Life Member within one year of the initial joining date shall have the amount equal to the Racing Membership paid by him or her deducted from the first Ordinary Member, Couple Member, Family Member or Life Member payment. - 14 -
A prospective Racing Member is required to complete a membership form with contact details. h. Honorary Members. The Committee shall have power by a 75% vote of those present and eligible to vote, to invite eminent skiers and those whose services are or have been of great value to the Club to become Honorary Members of the Club. Honorary members of the Club are awarded the Club s silver badge. 2. Insurance All Members must provide proof of adequate personal insurance cover on request, and Racing Members and any other Members participating in any race shall further provide full details of such cover, which must include cover for racing of the type involved, upon entry for a race. Any Member who fails to produce such proof shall not be allowed to race and, in the case of a Racing Member shall be liable to forfeit his or her subscription. 3. Disciplinary If a Member fails to comply with the limitations of his or her Membership or otherwise behaves in a manner which, in the view of the Committee, discredits the Club in the eyes of other Members or any other person, he or she shall be subject to such restriction or removal of the benefits of Membership as the Committee shall in its absolute discretion determine. - 15 -