Club Constitution

Clubs & Associations

An unincorporated  club is a group of persons who associate together for social purposes or for the promotion of politics, sports, art, literature. In broad terms, the purpose can be anything except for business or financial gain. In this latter event, a trade or partnership may be held to exist.

The purpose of social intercourse may be combined with other purposes. The incidental earning or acquisition of gain does not negate the existence of a club provided it is incidental to the principal purposes. The purpose for which a club is formed or exists may be altered.

Structures

Clubs may operate in a variety of ways. They may be an unincorporated association of members. They may be incorporated under the Companies Acts. They may be incorporated under friendly societies legislation. They may be unincorporated proprietary clubs.

Certain types of clubs are regulated depending on the activity which they undertake. Special licensing rules exist which facilitate the equivalent of intoxicating liquors licence for a registered club. See the sections on the Intoxicating Liquor Law.

Unincorporated Club

An unincorporated club involves members who contribute to funds out of which the expenses of the society or club are met. The subscriptions may be periodic or occasional.

Members of a club are entitled to all its assets jointly. They are generally held by trustees for the benefit of all. On a dissolution, the assets are to be distributed to the members.

Prior to dissolution, the members enjoy the club assets in accordance with the rules. This is conditional upon compliance of the rules and in particular and in most cases, payment of subscriptions.

The rights and duties of members are determined by the rules and are contractual. The supply of club property to a member is not a sale even if a price is paid. This principle exempts registered clubs from most of the provisions of the Intoxicating Liquors Act and facilitates the scheme of registration of clubs.

The management of the club lies with its members and is conducted by them jointly. It is generally delegated to the management committee in accordance with its rules. Full powers lie with the general committee subject to what is delegated to the management committee under the rules.

Corporate Club

The corporate club may be limited by a guarantee or by shares but more commonly by guarantee. In this case, the memorandum and articles of association take the place of the club rules and may be supplemented by further byelaws or rules.

In the case of an incorporated club, the members do not have personal liability. Their relationship with each other and with the outside world is determined by company law.

Proprietary Club

A proprietary club is not a club in the present sense of the word. The property and assets belong to a particular owner who conducts its activities with a view to a profit.

The members’ rights to participate and use the assets are based on a licence derived from payment.

In the case of an incorporated proprietary club, the company is the proprietor. The relations of the members are governed by the rules as in the case of an unincorporated club. The rights of the shareholders are based on company law.

Club Rules

The club rules govern the purpose for which it is instituted, payment of fees, subscriptions, acceptance, expulsion and resignation of members, management of the affairs, general meetings, admission of guests, intoxicating liquor, etc. They form a contract between the members. Generally, a copy of the rules is given to new members although this is not necessary for them to be binding.

There is very little regulation of the terms of club rules. Certain types of clubs, including shop clubs and working men clubs, are permitted to be registered under the Family and Societies Act. In this case certain matters must be specified in the rules and they must be registered.

Rules commonly provide that management shall be conducted by a committee of specified members who are elected or otherwise provided for. It will be presumed that the committee has necessary powers for the governance and management of the club.

Rule Amendments

Alterations in the rules take place in accordance with the terms of the rules themselves. Alterations may take place with the consent of all the members or by delegates accordance with the basic laws of principal and agent.

The rules may provide that the rules may be altered by a specified majority in general meeting. If this is the case, then changes to the rules and to objects by them may be permitted. Rules may not be applied retrospectively.

The power to alter the rules is valid presumptively. It must be exercised in good faith and in accordance with the terms of the rules. It must not be incompatible with the fundamental objectives of the club.

Before it is decided to change the rules, special notice should be given to the members. It should not be encompassed under general business.