Constitution of Hendon Chess Club

Adopted by the Annual General Meeting on 15 July 2021

1. The Club

1.1. Hendon Chess Club (the Club) is an unincorporated not-for-profit association founded in 1947 and owned by its members.

1.2. The Club is affiliated to the English Chess Federation and the Middlesex County Chess Association.

1.3. The Club’s chief purpose is to provide competitive and social chess-playing opportunities for its members.

2. The Season

2.1. The Club’s season (or business year) for accounting and membership purposes shall run from 1st September to the following 31st August.

2.2. Notwithstanding the foregoing paragraph, the Committee may at any time change future seasons to such other period of twelve months, and with such transitional arrangements, as it thinks fit.

3. The Committee

3.1. The Officers are:

• 3.1.1. the Principal Officers, being the Chairman, Secretary, Treasurer, Events Director, Website Manager, and Club Captain; and
• 3.1.2. the Appointed Officers, being the Team Captains and such other officers as the Committee may appoint.

3.2. The Principal Officers shall appoint Team Captains and may appoint such other officers as they think fit.

3.3. All Officers shall be members, and a vacancy shall occur upon an Officer ceasing to be a member.

3.4. The Committee shall comprise:

• 3.4.1. the Principal Officers;
• 3.4.2. those Team Captains choosing to serve on the Committee; and
• 3.4.3. such other Appointed Officers as may agree to serve on the Committee at its request.

3.5. For the avoidance of doubt, any meeting of the Committee may be held in person or by suitable electronic means, or by a combination of such methods.

3.6. The Committee shall manage the Club, and may decide any matters not covered by this Constitution.

3.7. The Committee shall determine the quorum for Committee meetings and the action to be taken if no quorum is present after a specified time.

3.8. A majority of the Principal Officers may at any time dismiss an Appointed Officer, provided that all the Principal Officers have been given the opportunity to vote on the decision.

3.9. The Principal Officers may fill any vacancy in a Principal Office until the close of the next AGM.

3.10. The Committee may from time to time make and amend Regulations, intended to be binding on Officers:

• 3.10.1. for the good governance of the Club; and
• 3.10.2. implementing or incorporating decisions made pursuant to this Constitution and having effect for an indefinite period.

3.11. The Committee may from time to time circulate such Regulations to members and/or publish them on the Club’s website.

3.12. Any power or duty of an Officer under this Constitution or Regulations may be delegated to or exercised by another Officer, with the Committee’s agreement if the delegation is of indefinite duration.

4. Membership

4.1. Membership is open to all, except that the Committee may bar, suspend or expel anyone guilty of misconduct or otherwise unsuitable.

4.2. The Committee shall not suspend or expel any member before giving him the opportunity to defend or explain his alleged conduct.

4.3. A person expelled or suspended shall not be entitled to a refund of the whole or any part of his subscription, but the Committee may authorise a refund at its discretion.

4.4. Membership is valid (subject to the following paragraph) during the season or other period for which the member has paid the applicable subscription, as extended by any period of grace, and shall end thereafter unless renewed by payment of the applicable subscription for the next season or period.

4.5. The membership of persons (not being already members) who have paid for a season’s membership before the start of that season shall, unless the Committee otherwise decides, begin on the date of payment.

4.6. Team Captains shall give members fair and reasonable opportunities to play in matches for those teams for which they are suited by reason of their playing ability and/or other criteria determined by the Committee.

4.7. The Club shall require persons organising competitive events for or in association with the Club to invite members to play in such events, subject to payment by those members to the Club or the organiser of such fee as the Committee may determine or agree.

5. Subscriptions

5.1. The Committee shall determine subscriptions, and may also determine reduced rates for those paying promptly and for the unemployed and other special groups.

5.2. No decision by the Committee to increase any subscription during a season shall prejudice an existing member.

5.3. Subject to the following paragraph, members joining during a season shall be charged pro rata for the remainder of the season, subject to such minimum amounts or approximations as the Committee may decide.

5.4. The foregoing paragraph shall not apply to members who join for periods not linked to the season, for example under any scheme for allowing members to join for a full year ending on the anniversary of their membership.

5.5. In cases of genuine hardship the Treasurer shall have discretion to reduce or waive the subscription.

6. Annual General Meeting

6.1. The Committee shall hold an Annual General Meeting (AGM) once in each season on such date as it may determine.

6.2. The Secretary shall give at least 14 days’ notice of the AGM by email to each person who is a member at the date of the notice.

6.3. Such notice shall:

• 6.3.1. state the date and time of the meeting;
• 6.3.2. state the location of the meeting or, if the meeting is to be held by electronic means, provide sufficient information to enable those invited to take part;
• 6.3.3. include the agenda for the meeting;
• 6.3.4. include the minutes of the previous AGM and of any EGM held since the previous AGM;
• 6.3.5. include, attach or link to the final accounts for any accounting period which has ended since the previous AGM;
• 6.3.6. include, attach or link to the text of any recommendation to amend this Constitution or to adopt a new Constitution; and
• 6.3.7. invite nominations for Principal Officers, including self-nomination, but prior nomination shall not be a precondition of election.

6.4. The Secretary shall not be required to give notice of the AGM to any member who has not provided an email address.

6.5. Any accidental failure to give notice of the AGM to a member entitled to such notice shall not invalidate the meeting.

6.6. If the Chairman is not present within ten minutes after the time fixed for the meeting, the Secretary or (in the Secretary’s absence) another Principal Officer present shall chair the meeting at least until the Chairman is present.

6.7. Four members including at least one Principal Officer shall form a quorum at the AGM.

6.8. If the AGM remains inquorate after 15 minutes from the time fixed for the meeting, or such longer period as the Chairman or other Principal Officer chairing the meeting shall decide:

• 6.8.1. the meeting shall be adjourned sine die;
• 6.8.2. the Chairman shall decide the earliest practicable date, time and place for the continuation of the meeting;
• 6.8.3. the Secretary shall notify all members of such date, time and place; and
• 6.8.4. this paragraph shall apply to the continuation of the meeting.

6.9. The business of the AGM shall be:

• 6.9.1. to approve the minutes of the previous AGM and of any EGM held since the previous AGM;
• 6.9.2. to receive reports from each Principal Officer on the matters for which he is responsible, and to question each Principal Officer on his report and on his conduct of those matters;
• 6.9.3. as part of the Treasurer’s report, to receive and consider the accounts of the Club for any accounting period which has ended since the previous AGM;
• 6.9.4. if the Principal Officer chairing the meeting allows, to question any of the Appointed Officers;
• 6.9.5. to elect from among those members nominated or self-nominated before or at the meeting the Principal Officers to hold office from the close of the AGM until the close of the next AGM;
• 6.9.6. on the Committee’s recommendation, to confer on any individual (with his consent) the honorary title of President, Vice-President or Patron of the Association;
• 6.9.7. to discuss any major issue of policy or other business put before it by the Committee;
• 6.9.8. to consider and decide in accordance with article 6.12 any recommendation by the Committee to amend this Constitution or to adopt a new Constitution; and
• 6.9.9. to consider and decide any recommendation by the Committee to dissolve the Club upon a specified date in accordance with article 9.1.

6.10. If two or more persons are nominated for any Principal Office, the Secretary shall conduct a ballot at the AGM.

6.11. The parent or guardian named in the application or registration of a member aged below 18 years on the date of the AGM may speak and vote at the AGM on behalf of that member on any question before the meeting.

6.12. The AGM may amend this Constitution, or adopt a new Constitution, in accordance with a recommendation by the Committee, provided that the recommendation (including a draft of such amendment or new Constitution) is included in the notice of the AGM; and the amendment or adoption shall take effect only if supported by at least two thirds of those voting on it.

6.13. For the avoidance of doubt, the AGM may be held in person or by suitable electronic means, or by a combination of such methods.

7. Extraordinary General Meeting

7.1. An Extraordinary General Meeting (EGM):

• 7.1.1. may be convened by the Committee at any time;
• 7.1.2. shall be convened by the Secretary upon a written requisition by at least ten members to the Chairman or the Secretary.

7.2. The Secretary shall within 14 days after receipt of such requisition convene an EGM to be held within 28 days after such receipt.

7.3. If the Secretary fails to convene such EGM, the requisitioners may require the Committee to provide a list of members’ email addresses and may convene the EGM using that list: provided that members shall receive not less than 14 days’ notice of the EGM.

7.4. Any such requisition, and any notice convening an EGM, shall specify with full particulars the business to be transacted including any motions to be proposed, and only such business and motions shall be considered.

7.5. The business specified in any such requisition or notice shall be one or more of the following:

• 7.5.1. to question a specified Principal Officer on the matters for which he is responsible and on his conduct of those matters;
• 7.5.2. to question a specified Appointed Officer on the matters for which he is responsible and on his conduct of those matters;
• 7.5.3. to dismiss all Principal Officers;
• 7.5.4. to dismiss one or more specified Principal Officers;
• 7.5.5. to elect from among those members nominated or self-nominated before or at the meeting Principal Officers to hold office in place of those dismissed from the close of the EGM until the close of the next AGM;
• 7.5.6. to discuss a specified major issue of policy or other business;
• 7.5.7. to dissolve the Club upon a specified date under article 9.1.

7.6. Article 6 shall so far as practicable apply to an EGM as it does to an AGM, save that articles 6.1, 6.3.4 to 6.3.6, 6.9 and 6.12 shall not so apply.

8. Indemnity

8.1. The Officers shall be indemnified out of the assets of the Club for all liabilities incurred by them acting in good faith in pursuance of the purposes and/or activities of the Club.

9. Dissolution

9.1. If the AGM or an EGM, in either case acting on the recommendation of the Committee, resolves by a two-thirds majority to dissolve the Club on a specified date, or if the Club is dissolved by some other lawful means or ceases to exist as a functioning entity, the persons who last served as Officers or those of them who are willing to act shall after payment of the Club’s debts distribute the remaining assets of the Club or the proceeds of sale thereof to the persons who (so far as ascertainable) shall have been members of the Club during the five years prior to dissolution in shares commensurate with (so far as ascertainable) their contributions during that period, and for the avoidance of doubt no part of such assets or proceeds shall be distributed to any persons other than such members.

Note. This version is published after 31 August 2022 in accordance with article 10.6, which states: