CLUB RULES & CONDITIONS

CLUB RULES & CONDITIONS
1. Name
The Club shall be called Walton MK FC (the “Club”).

2. Objects
The objects of the Club shall be to promote community participation in healthy recreation by the provision of facilities for the playing of association football.  In this clause 2 “facilities” means land, buildings, equipment and organising sporting activity.

2A. Powers 
The Club has power to do anything which is calculated to further its objects or is conducive or incidental to doing so.  In particular, the Club’s powers include power to:
(a) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The Club must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
(b) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) sell, lease or otherwise dispose of all or any part of the property belonging to the Club.  In exercising this power, the Club must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(d) employ and remunerate such staff as are necessary for carrying out the work of the Club (but subject to clause 2B below); and
(e) deposit or invest funds, engage a professional fund-manager, and arrange for the investments or other property of the Club to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

2B. Use of income and property
(a) The income and property of the Club must be applied solely towards the promotion of the objects.  None of the income or property of the Club may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Club.  But this does not prevent a member who is not also a Club Officer receiving: 
(i) a benefit from the Club as a bona fide beneficiary of the Club;
(ii) reasonable and proper remuneration for any goods or services supplied to the Club including under a contract of employment (excluding the services of playing for the Club);
(iii) interest on money lent to the Club at a reasonable and proper rate which must be not more than the Bank of England base rate; 
(iv) a reasonable and proper rent or fee for premises let or hired to the Club; or
(v) an indemnity in accordance with, and subject to the conditions, in clause 11(f) below. 
(b) No Club Committee member or connected person may buy or receive any goods or services from the Club on terms preferential to those applicable to members of the public, or sell goods, services, or any interest in land to the Club, or be employed by, or receive any remuneration from, the Club, or receive any other financial benefit from the Club, unless the payment or benefit is permitted under below or is authorised by the court or the prior written consent of the Charity Commission:
(i) A Club Committee member or connected person may receive a benefit from the Club as a beneficiary of the Club provided that a majority of the Club Committee members do not benefit in this way;
(ii) A Club Committee member is entitled to be reimbursed from the property of the Club or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Club;
(iii) A Club Committee member or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Club where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011 (excluding the services of playing for the Club);
(iv) A Club Committee member or connected person may receive interest on money lent to the Club at a reasonable and proper rate which must be not more than the Bank of England base rate;
(v) A Club Committee member or connected person may receive a reasonable and proper rent or fee for premises let or hired to the Club;
(vi) A Club Committee member may benefit from trustee indemnity insurance cover purchased at the Club’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011;
(vii) A Club Committee member may receive an indemnity in accordance with, and subject to the conditions, in clause 11(f) below.

3. Status of Rules
These Rules (the “Club Rules”) form a binding agreement between each member of the Club.

4. Rules and Regulations
(a) Subject to the general law, the members of the Club shall so exercise their rights, powers and duties and shall, where appropriate, use their best endeavours to ensure that others conduct themselves so that the business and affairs of the Club are carried out in accordance with the Rules and Regulation of The Football Association Limited (“The FA”), the Berks and Bucks Football Association, to which the Club is affiliated (“Parent County Association”) and the Border Counties League (“Local Leagues”) and any Competitions in which the Club participates, for the time being in force.
(b) The Club will also abide by The FA’s Safeguarding Children Policies and Procedures, Codes of Conduct and the Equal Opportunities and Anti-Discrimination Policy as shall be in place from time to time.

5. Club Membership
(a) The members of the Club from time to time shall be those persons listed in the register of members (the “Membership Register”) which shall be maintained by the Club Secretary.
(b) Any person who wishes to be a member must apply on the Membership Application Form and deliver it to the Club. Admission to membership shall be at the discretion of the Club Committee and granted in accordance with the anti-discrimination and equality policies which are in place from time to time. An appeal against refusal may be made to the Club Committee in accordance with the Complaints Procedure in place from time to time. Membership shall become effective upon an applicant’s name being entered in the Membership Register.
(c) In the event of a member’s resignation or expulsion, his or her name shall be removed from the Membership Register.
(d) The FA and Parent County Association shall be given access to the Membership Register on demand.

6. Annual Membership Fee
(a) An annual fee payable by each member shall be determined from time to time by the Club Committee and set at a level that will not pose a significant obstacle to community participation. Any fee shall be payable on a successful application for membership and annually by each member. Fees shall not be repayable.
(b) The Club Committee shall have the authority to levy further subscriptions from the members as are reasonably necessary to fulfil the objects of the Club.

7. Resignation and Expulsion
(a) A member shall cease to be a member of the Club if, and from the date on which, he/she gives notice to the Club Committee of his / her resignation. A member whose annual membership fee or further subscription is more than two (2) months in arrears shall be deemed to have resigned.
(b) The Club Committee shall have the power to expel a member when, in its opinion, it would not be in the interests of the club for them to remain a member. An appeal against such a decision may be made to the Club Committee in accordance with the Complaints Procedure in force from time to time.
(c) A member who resigns or is expelled shall not be entitled to claim any, or any share of, any, of the income and assets of the Club (the “Club Property”).

8. Club Committee
(a) The Club Committee shall consist of the following Club Officers: Chairperson, Vice Chairperson, Treasurer, Secretary, Minutes Secretary and up to five (5) other members, all elected at an Annual General Meeting (“AGM”).
(b) Each Club Officer and Club Committee member shall hold office from the date of appointment until the next AGM unless otherwise resolved at an Extraordinary General Meeting (“EGM”). One person may hold no more than two (2) positions of Club Officer at any time. The Club Committee shall be responsible for the management of all the affairs of the Club. Decisions of the Club Committee shall be made by a simple majority of those attending the Club Committee meeting. The Chairperson of the Club Committee meeting shall have a casting vote in the event of a tie. Meetings of the Club Committee shall be chaired by the Club Chairperson or in their absence the Club Secretary or the Club Chairperson. The quorum for the transaction of the business of the Club Committee shall be three (3).
(c) Decisions of the Club Committee shall be entered into the Minute Book of the Club to be maintained by the Club Secretary.
(d) Any member of the Club Committee may call a meeting of the Club Committee by giving not less than seven days’ notice to all members of the Club Committee. The Club Committee shall hold not less than four (4) meetings per year.
(e) An outgoing member of the Club Committee may be re-elected. Any vacancy on the Club Committee which arises between AGMs shall be filled by a member proposed by one (1) and seconded by another one (1) of the remaining Club Committee members and approved by simple majority of the remaining Club Committee members.
(f) Save as provided for in the Rules and Regulations of The FA, the Parent County Association and any applicable Competition, the Club Committee shall have the power to decide all questions and disputes arising in respect of any issue concerning the Club Rules.
(g) The position of a Club Committee member shall be vacated if such a person: 
(i) is prohibited or disqualified from holding office as a charity trustee under the Charities Act 2011;
(ii) is subject to a decision of The FA that such person be suspended or disqualified from holding office or from taking part in any football activity relating to the administration or management of a football club; 
(iii) is physically or mental unable to administer his or her own affairs and the Club Committee resolve that his or her office be vacated;
(iv) fails to attend three or more consecutive meetings of the Club Committee and the Club Committee resolve that his or her office be vacated; 
(v) is removed from office by a decision of the members at a general meeting; or
(vi) dies; or
(vii) resigns from office (but only if at least three (3) Club Committee members will remain in office when the resignation takes effect).
(h) Each Club Committee member shall declare the nature and extent of any direct or indirect interest he or she may have in any transaction or arrangement with the Club or any duty he or she owe which may conflict with his her duties to the Club or any interest of the Club.
(i) A conflicted Club Committee member shall withdraw from any Club Committee meeting or part of any such meeting when the relevant matter is under discussion and he or she shall have no vote in the matter and shall not count in the quorum.
(k) Notwithstanding sub-clause (j) above, a conflicted Club Committee member shall be permitted to participate in a Club Committee meeting and vote on a matter and count in the quorum provided that, following a declaration made under sub-clause (h) above, the conflict has been authorised by the non-conflicted Club Committee members following the procedure at sub-clause (j) above or by the members of the Club in general meeting and he or she complies with any conditions attached to such authorisation.

9. Annual and Extraordinary General Meetings
(a) An AGM shall be held in each year to:
(i) receive a report of the activities of the Club over the previous year;
(ii) receive a report of the Club’s finances over the previous year;
(iii) elect members of the Club Committee; and
(iv) consider any other business.
(b) Nominations for election of members as Club Officers or as members of the Club Committee shall be made in writing by the proposer and seconder, both of whom must be existing members of the Club, to the Club Secretary not less than 21 days before the AGM. Notice of any resolution to be proposed at the AGM shall be given in writing to the Club Secretary not less than 21 days before the Meeting.
(c) An EGM may be called at any time by the Club Committee and shall be called within 21 days of the receipt by the Club Secretary of a requisition in writing, signed by not less than five members, stating the purposes for which the Meeting is required and the resolutions proposed. Business at an EGM may be any business that may be transacted at an AGM.
(d) The Secretary shall send to each member at their last known address written notice of the date of a General Meeting (whether an AGM or an EGM) together with the resolutions to be proposed at least 14 days before the meeting.
(e) The quorum for a General Meeting shall be six (6) members.
(f) The Chairperson, or in their absence a member selected by the Club Committee, shall take the chair. Each member present shall have one vote and resolutions shall be passed by a simple majority. In the event of an equality of votes, the Chairperson of the Meeting shall have a casting vote.
(g) The Club Secretary, or in their absence a member of the Club Committee, shall enter the Minutes of General Meetings into the Minute Book of the Club.

10. Club Teams
At its first meeting following each AGM, the Club Committee shall appoint a Club member to be responsible for each of the Club’s football teams. The appointed members shall be responsible for managing the affairs of the team. The appointed members shall present to the Club Committee at its last meeting prior to an AGM a written report of the activities of the team.

11. Club Finances
(a) A bank account shall be opened and maintained in the name of the Club (the “Club Account”). Designated account signatories shall be the Club Chairperson, the Club Secretary and the Club Treasurer. No sum shall be drawn from the Club Account except by cheque signed by two of the three designated signatories. All monies payable to the Club shall be received by the Treasurer and deposited in the Club Account.
(b) The Club Property shall be applied only in furtherance of the objects of the Club. The distribution of profits or proceedings arising from the sale of Club Property to members is prohibited.
(c) Blank
(d) The Club may provide sporting and related social facilities, sporting equipment, coaching, courses, insurance cover, medical treatment, away match expenses and post-match refreshments in connection with its sporting activities (but only to the extent permissible for a charitable sports club).
(e) The Club may also in connection with the Club’s sporting activities (but only to the extent permissible for a charitable sports club):
(i) sell and supply food, drink and related sports clothing and equipment (provided that the nature and extent of such trading activity shall not give rise to a corporation tax liability);
(ii) (subject to clause 2B) employ members (although not for playing) and remunerate them for providing goods and services, on fair terms set by the Club Committee without the person concerned being present;
(iii) pay for reasonable hospitality for visiting teams and guests; and
(iv) indemnify the Club Committee and members acting properly in the course of the running of the Club against any liability incurred in the proper running of the Club (but only to the extent of its assets).
(f) The Club shall keep accounting records for recording the fact and nature of all payments and receipts so as to disclose, with reasonable accuracy, at any time, the financial position, including the assets and liabilities of the Club. The Club must retain its accounting records for a minimum of six (6) years.  The Club shall comply with its obligations to keep accounting records under the Charities Act 2011.
(g) The Club shall prepare an annual “Financial Statement” in such format as shall be available from The FA from time to time. The Financial Statement shall be verified by an independent, appropriately qualified accountant and shall be approved by members at a General Meeting. A copy of any Financial Statement shall, on demand, be forwarded to The FA.  The Club shall comply with its obligations to prepare and submit annual accounts and reports to the Charity Commission under the Charities Act 2011.
(h) The Club Property, other than the Club Account, shall be vested in a trust corporation, the Official Custodian for Charities or not less than two (2) and not more than four (4) custodians, one of whom shall be the Treasurer (the “Custodians”), who shall deal with the Club Property as directed by decisions of the Club Committee, and entry in the Minute Book shall be conclusive evidence of such a decision.
(i) The Custodians shall be appointed by the Club in a General Meeting and shall hold office until death or resignation unless removed by a resolution passed at a General Meeting.
(j) On their removal or resignation, a Custodian shall execute a Conveyance in such form as is published by The FA from time to time or any other reasonable terms to the remaining Custodians together with any newly elected Custodians as directed by the Club Committee. The Club shall, on request, make a copy of any Conveyance available to The FA. On the death of a Custodian, any Club Property vested in them shall vest automatically in the surviving Custodians. If there is only one surviving Custodian, an EGM shall be convened as soon as possible to appoint another Custodian.
(k) The Custodians shall be entitled to an indemnity out of the Club Property for all expenses and other liabilities reasonably incurred by them in carrying out their duties.

11A. Incorporation
The Club Committee may establish or promote the establishment of a charitable company or charitable incorporated organisation with purposes the same as or substantially similar to the objects of the Club and may merge with, or transfer the undertaking, assets and liabilities of the Club to, such body corporate as its corporate successor.

12. Dissolution
(a) A resolution to dissolve the Club shall only be proposed at a General Meeting and shall be carried by the majority of at least three-quarters of the members present and voting.
(b) The dissolution shall take effect from the date of the resolution or such later date as the resolution may specify, and the members of the Club Committee shall be responsible for the winding up of the assets and liabilities of the Club.
(c) Any surplus assets remaining after the discharge of the debts and liabilities of the Club shall be applied directly for the objects or transferred to such other charity with purposes the same as or substantially similar to the objects of the Club as resolved by the members of the Club or, subject to any resolution of the members, by a resolution of the Club Committee.
(d) No surplus assets shall be transferred to any member of the Club (excluding any member which is itself a charity chosen under clause 12(c)).
(e) If no resolution is passed under clause 12(c), any surplus assets shall be transferred to The Football Association Benevolent Fund (charity number 299012) or applied in such other manner as the Charity Commission may direct.  

13. Amendment
(a) The Club Rules may be altered by a resolution passed at a General Meeting and carried by the majority of at two-thirds of the members present and voting.
(b) No alteration to the Club Rules shall be effective without written approval by the Parent County Association.  The FA and the Parent County Association reserve the right to approve any proposed changes to the Club Rules.
(c) No alteration to clause 2 (Objects), clause 2B (Use of income and property), clause 11A (Incorporation), clause 12 (Dissolution) or this clause 13(c) (or which would otherwise have the effect of modifying or disapplying any such clauses) shall be effective without prior written approval of the Charity Commission, and no alteration shall be effective which would have the effect that the Club ceased to be a charity.

14. Interpretation
Except as expressly provided in the Club Rules, words shall have the meaning given to them in the Charities Act 2011 (unless the context requires otherwise).

Adopted on …………14th November……………………… 2022