CLUB MEETINGS General Meetings: General meetings of the club are governed by the terms of the constitution and decisions made at meetings which have not been properly convened or conducted could, if challenged, be held to be invalid. General meetings of unincorporated associations are private meetings - only members should attend. The Licensing Act 2003 lays down a number of conditions for a club to be classed as a 'qualifying club' under the Act in order to supply alcohol to its members and guests. The most effective method of ensuring a club can meet these conditions is to include them within its constitution. The Licensing Act no longer requires clubs to hold Annual and Special General Meetings of club members. However, it is a good practice to do so and rules to this effect can be specified in the constitution. Right to call a General Meeting: The constitution will normally provide that, apart from the regular AGM, a General Meeting may be called by the management committee or the members. The constitution should determine how many members, entitled to attend and vote at General Meetings are capable of summoning a General Meeting at any time with reasonable notice. If the club secretary receives a valid request, supported in writing by the required number of members, then a meeting must be called irrespective of the wishes of the officers or committee. Notice: Notice that a General Meeting is called should be sent to every member entitled to attend and vote at such a meeting. A Notice should be sent to members who have advised that they cannot attend. It is each member's responsibility to ensure that the club has the correct contact address for him or her. The meeting may be declared invalid if any member entitled to receive Notice fails to do so. Form of Notice: Although it is best that the notice be given to each member personally in writing, unless the club constitution otherwise provides, the notice may be given by any reasonable means, which includes verbally, displayed on a notice board at the club, advertised in the club newsletter, posted on the website, on posters, by hand, post, email, fax or other electronic form of communication. The form must comply with that provided for in the constitution. Contents of Notice: A notice must contain, Date, time and place of meeting. Type of meeting (annual general, special general etc.) A clear indication of the business to be transacted, especially special business, with any decisions to be made set out clearly enough to enable members to know what is Page 1 of 9
being considered. The business should be set in the form of an agenda, showing the order in which the items will arise. It is good practice to include the full text of any resolutions. Date of notice. Signature of person calling, or authorised to call, the meeting. Postponement or Cancellation: Once proper notice has been given to members, a General Meeting may not be postponed or cancelled unless provided for in the constitution. The General Meeting may be opened and then adjourned. A meeting may be adjourned as provided for in the constitution or otherwise by a majority of the voting members present Validity of Meetings: A General Meeting is valid only if it is properly convened, legally constituted and properly held. The meeting must have been called by a body or person with the right to call the meeting and called only in the general interest of the club. The meeting must be held at a reasonable time and place, with no deliberate intention to exclude members. The notice must have been properly issued to the members. A Chairperson must be properly appointed by members present at the meeting, either in a democratic manner or as provided for by the constitution. A quorum must be present at the start of the meeting at least and the meeting must abide by any rules contained within a constitution. All attendees must be able to see and hear each other, by audio-visual aid if necessary. Decision-making and votes must be as provided for by the constitution. The Chairperson must ensure that the sense of the meeting is ascertained and cannot refuse to allow any relevant amendments to the resolutions. The meeting must be fair and allow members the right to be heard on matters which personally affect them individually. Quorum: Should the constitution not state the minimum number of members attending with voting rights in order to constitute a General Meeting, those members with voting rights entitled to attend will constitute a quorum. Members who have a conflict of interest in the business of the meeting do not have a right to vote on the matter and will not count towards any quorum. No decisions may be made at the meeting should the number of members with voting rights fall below quorum, unless there is no stated quorum within the constitution or the constitution provides otherwise. Chairperson's duties: The Chairperson must, Ensure that they are properly appointed as Chairperson. Act in the interests of the club as a whole. Ensure that the requirements of the constitution are followed. Ensure that the meeting has been properly convened and proper notice has been given. Page 2 of 9
Take the business of the meeting in the order set out in the notice of the meeting or the agenda, unless a majority of members present agree to change that order, and no other business. Ensure that when discussing a matter, the members keep their remarks to the piece item of business in debate. Clearly state resolutions ensure that voting and decision making is properly carried out and declare the results of the decisions. Organise a poll if one is demanded. Keep order, expelling disorderly or abusive persons is necessary. Adjourn the meeting if necessary. Ensure the meeting is minuted and decisions recorded. Ensure that there is a clear end to the meeting. Resolutions: Issues which are put to the vote must be relate to the business of the meeting and be proposed and seconded. The motion, the statement being voted upon, will be dropped, withdrawn or fail if it is not seconded. The meeting may otherwise decide to defer discussion or a vote on the motion until a future meeting. Voting on amended resolution: An amendment is a proposal to change a motion. Unless the rules provide otherwise, an amendment may be proposed at any time before a vote is taken on a motion. The amendment should not be allowed by the Chairperson if it leads to a substantially different matter being voted upon. An amendment to a motion will only be accepted by a vote of the voting members attending the meeting. Voting: Matters of business ought to be agreed by a vote, by a show of hands, by voice, by a poll, by a ballot, or by division and the result of the vote recorded. Voting is by a show of hands, unless specified otherwise in the constitution, by all those present at the meeting permitted to vote, which includes the chairperson of the meeting unless the constitution states otherwise. Voting by proxy is not allowed unless specified by the constitution. The matter is agreed if it is accepted by a majority of those voting, therefore half plus one of the votes. The constitution may provide for a greater majority (e.g. two thirds) in the case of a proposal to change the constitution. Where there is an equality of votes then the chairperson will have a casting vote, which may in the event be the chairperson's second vote in the business. Alternative Postal Election Procedures: The constitution may allow for postal votes for the election of new committee members. If there are more candidates than vacancies, then Members should be required by the ballot form to identify candidates in order of preference to the number of vacancies to be filled, or else the vote paper will be considered as spoilt and discarded. If there is an election for only one office or committee place, then a simple first-past the post ballot form will suffice if there are only two candidates. However, if three or more candidates are competing for one place then the ballot form should require members to list their candidates in order of preference by writing, 1, 2, 3, etc. against the name of every candidate. Failure to do so should result Page 3 of 9
in the member's ballot form being regarded as spoilt, and discarded. The candidate with the fewest preferential votes will be removed from the election procedure and those members who identified that candidate as their first vote will have their vote redistributed among the remaining candidates until there is a candidate with a simple majority of all the votes. If there is a tie between the remaining candidates, then a new vote will be taken for those remaining candidates. Minutes: A written record of the business carried out at the meeting should be made, giving particular attention to: (a) name of the club and committee; (b) description of the meeting (AGM etc.) (c) date and place of meeting; (d) list of members present, or where there are large numbers it is sufficient to record the number of attendees; (e) name of chairperson and person taking the minutes; (f) apologises for absence; (g) corrections, if any, of minutes for previous meeting; (h) acceptance and signing of (corrected) minutes for previous meeting; (i) matters arising from previous minutes; (j) a separate minute for each item covered at the meeting i. full text of every motion; ii. names of proposer and seconder; iii. full text of amendment to motion; iv. result of vote; v. important points arising in the discussion; vi. details of any documents, reports of advice referred to and relied upon in reaching a decision; vii. action required to implement decision, by whom and by what date; (k) date, time and place of next meeting. Minutes should be written into a minute book and distributed to all members before they are accepted and signed at the next meeting. Once minutes are signed they are prima facie evidence of the proceedings at that meeting (meaning that they are accepted as accurate unless and until rebutted by better evidence). However, if a club or association's constitution provides that the signed minutes are conclusive proof of the proceedings, they then cannot be rebutted unless it can be proved that they were signed fraudulently or in bad faith. (Kerr v Mottram Ch. 1940) Legal challenges to General Meeting Decisions: It occasionally happens that an aggrieved member or group of members feel that a meeting was not properly convened or conducted, and that a decision taken at that meeting was therefore invalid. The legal position is that any member may seek an injunction to prevent action being taken on an invalid decision, but until the court makes an order either declaring the decision to be invalid, or restraining the officers of the club from taking the action complained of, the decision will be regarded as valid. In other words the decision is not void, but voidable on the aggrieved member taking the necessary legal action. Page 4 of 9
Conduct of meetings Care must be taken to ensure that proceedings of meetings are conducted fairly, strictly in accordance with the constitution and consistent with established procedures which members may have come to rely upon. Statutory and customary procedures for the meetings of registered limited companies may appear to have little relevance to unincorporated associations, but in practice it will be found that compliance with such procedures will avoid disputes. Aggrieved members who feel that they have been unfairly treated by the club may question procedure of meetings in a court proceeding. Quorum It is normal for the constitution to specify a quorum for any particular class of meeting and to provide that a meeting shall be abandoned if a quorum is not present within a specified time of the start of the meeting. In the absence of such a rule, any number of members present may elect a chairman and deal with the proper business. Chair-person The constitution should provide for a nominated officer (e.g. the Commodore) to chair meetings and in the normal course of events it will be for him to take the chair and commence proceedings without formality. In his absence, or if the rules make no specific provision, the first business of the meeting will be the appointment of a chair-person for which the person calling the meeting (normally the Secretary) will be responsible for inviting nominations. If only one nomination is made, the candidate's name should be voted on and accepted by a simple majority. If more than one nomination is made, there may be a simple majority. Since it is always desirable for a candidate to receive a simple majority, in the case of three or more candidates the rounds of voting should continue with the lowest polling candidate dropping out each time until a simple majority for one candidate is reached. Once a chairperson has been duly elected he may take charge of the meeting for its full duration, whether or not a vote is taken against him or the permanent chair-person arrives in the course of the meeting. Validity of meetings The chair-person's first duty will be to establish the validity of the meeting, either by himself or by the Secretary reading the notice convening it, or by obtaining the agreement of those present to the notice being taken as read. This is an important procedure, for it is the only opportunity for objectors to the validity of the meeting to make their point. Minutes If copies of the minutes of the previous meeting have been circulated prior to the meeting, those present may agree to have them taken as read. If not, the Secretary should be required to read them to the meeting. A motion to confirm the minutes should be taken. The only discussion at this stage should be upon the accuracy of the minutes as a record of what took place at the previous meeting. Any attempt to revise or modify a decision must be ruled out of order by the chair-person. When the vote as to the accuracy of the meeting is taken, only persons present at the previous meeting should be entitled to vote. Page 5 of 9
Matters arising After confirmation of the previous minutes, there should be the opportunity to discuss relevant questions arising from decisions taken at the previous meeting, but any attempt to change such a decision should not be permitted. Changes to previous resolutions can only be implemented by a properly constituted resolution on the formal agenda of the meeting circulated with the proper notice. Rights of audience At large or formal meetings, those wishing to speak should be required to do so on their feet, at the invitation of the chair-person only, and shall address all remarks to the chair-person. If two members rise to speak at the same time, the chair-person should decide which one is to be heard first and the other should sit and wait his turn. Again, in large meetings, it is wise to limit each speaker to one opportunity to speak on each agenda item. Failure to do so can result in difficulties of fair enforcement of the rule over other members. Motions, resolutions and amendments A motion may be proposed and seconded as a resolution on which members must vote. Motions should be clearly and fully formulated in the notice calling the meeting and any changes must be the subject of an equally clearly formulated amendment. For an amendment to be valid it should consist of a qualification of the motion and not merely an expression of disagreement. Matters beyond the scope of the motion which could have been the subject of a separate proposal may not be admitted as amendments. This is particularly important when a meeting is called to alter the rules of a club, since it is obviously unfair on those who have chosen not to attend the meeting, to find that decisions have been taken on matters which may have been of concern to them. Thus any amendments should be restricted to drafting details. If there are alternative motions, each should appear as a full motion on the agenda. Proposal of motions The proposer of a motion should be entitled to speak once to introduce his motion and again at the end of the debate to answer points raised by other speakers, or to deal with proposed amendments. Following that second speech, providing that the motion has been seconded, the motion becomes a resolution which should immediately be put to the meeting and voted. Seconding motions A motion must be seconded before any discussion is allowed to take place, either in favour of or against the motion. The second supporter of the motion may then speak for the motion or reserve his right until later. If no seconder can be found then the motion is lost. Amendments An amendment must be proposed and seconded in the same manner as an original motion at any time after the motion has been seconded and before the debate has ended, save that the proposer of the amendment does not have the right to reply enjoyed by the proposed of the substantive motion. He may only have one speech and must therefore decided at what stage he wishes to exercise his right of reply, however many amendments are proposed. The same rule applies to other speakers who may only speak once, however many Page 6 of 9
amendments are proposed. Each amendment should be dealt with fully before any further amendment is accepted for proposal. If an amendment is carried, it should be put to the meeting in the form of a substantive motion which is then open to further debate and which may itself be made the subject of an amendment. At this stage the mover of the original motion will have the right of making a single speech further to his opening and closing speeches on the main motion. At all times the chair-person must have a precise appreciation of the stage which the debate has reached. Questions A member who has spoken may, at the discretion of the chair-person, put a question to the proposer on a point of clarification but the question should not be allowed to develop into a speech. Points of order If a member thinks that there is some defect in the procedure, he may bring it to the attention of the chair-person at any time and invite the chair-person to give a ruling on the question. If the question is raised during another member's speech, the speaker should sit down until the chair-person has given his ruling. Only matters of procedure may be the subject of interventions. A contradiction of a misstatement and other means of intervening should not be permitted by the chair-person. Shortening a debate The chair-person under his general power to control the meeting may at any time call a vote on a motion, but should be careful to avoid any risk of apparent prejudice. A motion for a vote may be put at any time by a member who has not previously spoken in the debate, without the need for a seconder. If the closure motion is carried, the chairman should then call on the proposer of the motion to execute his right of right (if applicable). Abandonment of debate An alternative means of ending a debate is a motion to proceed to the next business. This should only be allowed from a member who has already spoken. The chair-person may allow the vote immediately or permit the proposer to explain his motion. No other speech should be allowed on the motion to abandon the debate, not even by the proposer of the original motion in exercising his right of reply. If the motion to abandon the debate is carried, the meeting passes from the subject under debate to the next agenda item. Adjournment A motion for the adjournment of a debate may be proposed at any time, even before the proposer has spoken. The motion should be seconded before a vote can be taken on it. The motion should be seconded before a vote can be taken on it. If there is a debate on the adjournment question, the chair-person should restrict the substance of speeches to what appears relevant to the question of whether or not the original debate should be adjourned. The discussion should not range unnecessarily into the merits of the substantive motion. Amendments must be restricted to the proposed period of adjournment, or to providing for one if the proposer has not dealt with this point. The proposer has no right of reply. If the motion is successful, the chair-person will have the right to take the chair at the resumed meeting. Since the later meeting is a continuation of the earlier one, members who Page 7 of 9
have already spoken will not be allowed a further speech. If the motion for adjournment is lost, the chair-person should not accept any further motions for adjournment if he considers they are simply for the purpose of creating delay. A meeting may be adjourned where: the constitution gives powers to the chair-person for specific situations; it is necessary to take a poll; the chair-person is unable to keep order at the meeting despite genuine attempts to do so and the members will not pass a resolution for adjournment; a quorum is not present; practical circumstances, such as a failure of electricity, make it impossible for the meeting to held; the constitution allows the chair-person the power to adjourn if asked to do so by the majority of members present at the meeting, but is not obliged to do so unless the constitution provides that the chair-person is obliged to adjourn on request; Notice of an adjourned meeting needs to be given only if: Disorder required by the governing document; the original meeting was adjourned without the fixing of a date, time and place of the new meeting; new business is to be considered at the adjourned meeting. The chair-person may declare the meeting adjourned and leave the chair if he thinks the orderly conduct of the meeting is made impossible by member's misbehaviour. Any attempt to continue the proceedings thereafter will be invalid. Any other business This is an item frequently to be found on agenda papers, but it should not be used as an opportunity for the proposing of a motion that ought to have been the subject of notice to members. Any debate should be limited to a decision to formulate a motion for inclusion as a specific agenda item at a future meeting. At a general meeting this is usually taken as an opportunity for members to air their views and make recommendations to the management committee about the management of the club. Voting Unless there are specific rules to the contrary contained in the club's constitution, voting is normally by a simple majority by a show of hands. Except for clubs registered under the Licensing Act 2003, which are voting members into the management committee, the chairperson has an extra, casting, vote although he is under no obligation to use it. If voting is equal, then the resolution fails. Closing the meeting If a time limit is reached, the meeting must be closed at that time. Otherwise the meeting comes to a close when the relevant business is concluded, or the meeting is adjourned by Page 8 of 9
resolution, or the chair-person in case of disorder. Once the chair-person has declared the meeting closed, no further business may be validly transacted. For more information kindly contact the RYA Legal Team on 023 8060 4223 or legal@rya.org.uk RYA Responsibility Statement: The RYA Legal Team provides generic legal advice for RYA members, affiliated clubs, class associations and Recognised Training Centres. The information contained in this Guidance represents the RYA s interpretation of the law as at the date of this edition. The RYA takes all reasonable care to ensure that the information contained in this Guidance is accurate and that any opinions, interpretations and guidance expressed have been carefully considered in the context in which they are expressed. However, before taking any action based on the contents of this Guidance, readers are advised to confirm the up to date position and to take appropriate professional advice specific to their individual circumstances. Page 9 of 9