Register No: 31222R

Rules of Huddersfield Rugby Union Football Club Ltd, Lockwood Park Brewery Drive Huddersfield HD4 6EN

Community Benefits Societies Act 2014

I NAME, OBJECTS AND POWERS

1 Name

The Society shall be called the Huddersfield Rugby Union Football Club Limited.

2 Definitions

Except where the context otherwise permits or requires, the words and expressions listed in the Schedule of Definitions set out in Rule 35 shall bear the meanings given to them therein.

3 Objects

The objects of the Club shall be:

3.1 To  promote,  encourage  and  foster  the  game  of  Rugby  Union  and  other  Sports  for  the  benefit  of  the Members including (but not limited to) the coaching thereof at all levels.

3.2 To promote,  encourage and foster  the Game at all levels in the area  of the Ground and the surrounding areas.

3.3  To  ensure  that  the  Game  is  played  in  accordance  with  the  Laws  of  the  Game  and  is  administered  in accordance with the IRB Regulations and the Rules of the Governing Body of the Sport.

3.4 To undertake such matches and fixtures and other activities as the Committee may decide.

3.5 To maintain and develop the Ground at  Lockwood Park or  such other  location as the Committee may from time to time  determine as the headquarters of the Club and as a  venue for  playing the game and conducting the other activities of the Club so as to provide the best possible facilities for Members and those visiting the Ground.

3.6 To strengthen the bonds between the Club and the local community in the areas surrounding the Club.

Powers of the Club

To further its objects the Club shall have the power to do all such things as are incidental or conducive to the objects of the Club including (but not limited to) all or any of the following:

4.1 Either directly or indirectly to employ, invest and deal with the assets and funds of the Club for the objects of the Club in such manner as shall be considered by the Committee to be expedient, and to do all such other  acts  and  things  and  carry  on  all  such  other  activities  (including  (but  not  limited  to)  leasing, subleasing,  releasing,  renting,  acquiring,  altering,  erecting,  holding,  selling,  improving,  developing, repairing, hiring, lending with or without security or otherwise dealing with real and personal property of any kind) as shall be considered by the Committee to be necessary or expedient for the purposes of the Club or the advancement of its interests.

4.2 To raise or borrow money for the purposes of or in connection with the activities of the Club or any of them as the Committee thinks fit in accordance with the following provisions:

4.2.1 Any sum or sums raised or borrowed may be on mortgage, charge, bonds or debentures or all or any of the funds or property of the Club whether or not including any floating charge of the whole or part of the undertaking property and assets of the Club both present and future.

4.2.2  At  the  time  of  any  borrowing  the  sum  of  the  amount  then  remaining  undischarged  of  monies borrowed and of the amount of the proposed borrowing shall not exceed 200,000 pounds or such sum as the Members in General Meeting may from time to time determine.

4.2.3 The rate of interest payable at the time the terms of borrowing are agreed on any money borrowed shall not exceed the rate of interest  which in the opinion of the Committee represents the market rate of interest for borrowings of similar amount and on similar terms prevailing at that time except that in the case of a mortgage loan the Committee may delegate the determination of the interest rate within specified limits to an Officer, Committee Member or Sub-Committee.

4.2.4 The Committee may determine from time to time (subject to Rules 4.2.1, 4.2.2 and 4.2.3) the terms and conditions upon which money is raised or borrowed or  security is issued and may vary such terms and conditions.

4.2.5 No person lending money to the Club shall be concerned to see or  enquire  whether  either  of the limits imposed by Rule 4.2.2 or Rule 4.2.3 is exceeded at the time of the borrowing or issue and if either or both of such limits were to be exceeded no borrowing incurred in excess of such limits shall  be  invalid  unless  such  person  had  received  express  notice  to  this  effect  at  the  time  of borrowing.

4.3 To give any security or securities whether by way of mortgage or otherwise for the performance of any contracts or any debts, liabilities or obligations of the Club or any of its subsidiaries or other persons or corporations in whose business or undertaking the Club is interested, or to whom or in respect of whom the Club  has  given any personal covenant,  guarantee  or  indemnity,  whether  directly  or  indirectly,  and collaterally or  further  to secure any obligation of  whatever  nature of the Club by a  trust  deed or  other assurance.

4.4 To accept and grant sponsorship and franchises and make such arrangements in connection therewith as the Committee shall think fit.

4.5 To apply for and hold any licences, consents, certificates, permissions and approvals that may be required for or in connection with the activities of the Club and (among other things) to provide catering and such other facilities as the Committee shall consider desirable.

4.6  To  invite,  receive  and  make  donations  for  or  otherwise  promote  or  assist  in  the  development  or continuance of facilities for, or the prestige of, the Game or any other sport or recreation.

4.7  To  support  (whether  by  direct  subscription,  the  giving  of  guarantees  or  otherwise)  any  charitable, benevolent or educational fund, institution or organisation, or any event or purpose of a public or general nature, the support of which will or may, in the opinion of the Committee, directly or indirectly benefit, or is  calculated  so  to  benefit,  the  Club  or  its  activities  or  its  employees,  ex-employees,  players,  former players or their dependants.

4.8 To promote, arrange and organise competitions and entertainments in connection with the Game and any other sport or recreation.

4.9 To engage such officials and employees upon such terms and at such remuneration as the Committee may deem appropriate, and to dismiss or retire any of them as may be necessary.

4.10  To  provide  pensions,  insurances  and  other  benefits  to  employees  or  ex-employees  of  the  Club  or  the dependants and relatives of any such persons and to establish and maintain or concur in establishing and maintaining  trusts,  funds,  schemes  or  other  arrangements  (whether  contributory  or  non-contributory) with  a  view  to  providing  such  benefits  including  (but  not  limited  to)  retirement  benefits  and/or  life assurance schemes.

4.11  To  maintain  bank  accounts  in  credit  or  overdrawn  on  such  terms  as  the  Committee  shall  think  fit including  the  giving  of  guarantees  and  indemnities  in  respect  of  direct  debits  and  other  money transmission or collection systems whether pursuant to Rule 16.5 or otherwise.

4.12  To  pass  such  resolutions,  regulations  and  instructions  which  shall  be  binding  on  all  Members  as  are considered  necessary  for  the  better  management,  organisation,  administration  and  regulation  of  the Club.

4.13 To settle,  conduct,  enforce or  resist  either  in a  court of law or by arbitration  any suit,  debt,  liability or claim by or against the Club.

II MEMBERSHIP

5 Members

5.1 The Members of the Club shall be the persons whose names are for the time being entered in the Register of Members.

5.2 The Committee may (subject to the provisions of Rule 6) offer such categories of membership of the Club with such qualifications, application procedures and conditions, duties and privileges, subscriptions and in such numbers as it may from time to time decide but always on the basis that every Member shall have one  vote.   Details   of  categories,   qualifications,   application  procedures   and  conditions,   duties   and privileges of membership in force from time to time shall be kept by the Secretary and shall be available for inspection by Members at all reasonable times.

5.3 Details of any entrance fee and the subscription payable by each category of membership  as determined under Rule 17 shall be kept as in Rule 5.2 by the Secretary.

5.4  The  Committee  shall  have  the  power  to  admit  to  membership  any  person  in  accordance  with  the application procedures  and conditions  for  the time  being applicable under  Rule  5.2. There shall be  no obligation to state any reason for the rejection of an application.

5.5  The  Committee  may  nominate  for  election  (in  accordance  with  HRUFC  Regulation  2.2  and  subject  to confirmation  at  the  next  following  General  Meeting  of  the  Club)  as  an  Honorary  Life  Member  or Honorary  Member  of  the  Club  any  person,  whether  an  existing  Member  or  not,  whose  membership whether  for  services  to  the  Club,  to  the  Game  or  for  any  other  reason  the  Committee  considers  to  be especially desirable in the interests of the Club. An Honorary Life Member or Honorary Member shall be a Member with all the rights duties and privileges of membership of the Club but without any obligation to  pay  any  entrance  fee  or  subscription.  The  Committee  shall  have  power  to  terminate  the  honorary membership of any person at any time if it considers such action to be in the interests of the Club so to do.

5.6 No person may be accepted as a candidate for  membership under  the age of  eighteen and the purported admission of a person under the age of eighteen shall be void.

5.7 The Committee shall have power to create a class of persons called: Juniors or with such other title as the Committee may decide using as criteria age, ticket holding or otherwise as it shall think fit. Such persons shall not be Members within these Rules and they shall have such rights, privileges and obligations as the Committee shall decide. Any person recognised in this class shall cease to be entitled to such recognition on attaining the age of eighteen years.

5.8  It  shall  be  the  duty  of  every  Member  to  advise  the  Secretary  promptly  of  each  change  of  address.  All notices and letters dispatched by post to a Member at the address registered in the Register of Members (which shall be conclusive proof thereof) shall be deemed to have been properly delivered pursuant to Rule 32.

5.9 A Member may resign from the Club at any time by giving to the Secretary written notice of the intention so to do provided that the Member shall remain liable for all monies then due and owing to the Club.

5.10 The President or Secretary or any person appointed by either of them shall have the power  to order the withdrawal from the Ground of any Member who is in breach of any of these Rules, any Regulation or any Rule or  Regulation of the Union which is applicable to the Ground or  its use by Members or  who otherwise  is,  in  the  opinion  of  the  President  or  Secretary  or  their  appointee  or  appointees,  guilty  of misconduct.

5.11 The Committee shall have power to terminate or suspend for such period as it thinks fit the membership of  or  to  reprimand  a  member  for  any  infringement  of  these  Rules,  any  Regulations,  the  Rules  or Regulations  of  the  Union,  the  Laws  of  the  Game  or  World  Rugby  Regulations  or  for  any  conduct prejudicial to the interests of the Club or the Game. The procedure for the exercise of this power shall be prescribed  by  the  Committee  and  details  thereof  shall  be  kept  by  the  Secretary  and  be  available  for inspection by Members at all reasonable times.

5.12 A Member shall cease to be a Member:

5.12.1 On resignation.

5.12.2 On termination of membership by the Committee.

5.12.3 On death.

5.13 Each person who is in membership with the Club at the date these Rules take effect pursuant to Rule 27 shall be admitted to membership in accordance with Rule 5.4 and any person in membership at that date under the age of eighteen shall be granted the status of Junior in accordance with Rule 5.7.

6 Share Capital

6.1 The capital of the Club shall consist of shares of the value of five pence each.

6.2  Every  Member  of  whatever  category  shall  hold  one  share  and  no  more  in  the  capital  of  the  Club.  No person who is not a Member shall be issued with a share.

6.3 Each Member of the Club at the date these Rules take effect pursuant to Rule 27 (other  than those under the age of sixteen years) shall be allotted one share and five pence of the subscription then next paid by each Member shall be applied in paying up the same in full.

6.4 Any Member admitted to membership after the date on which these Rules take effect shall be allotted one share  on  admission  and  five  pence  of  the  first  subscription  paid  by  such  Member  shall  be  applied  in paying up the same in full.

6.5  In  the  case  of  a  share  allotted  to  an  Honorary  Member  either  upon  these  Rules  taking  effect  or  upon admission to membership thereafter pursuant to Rule 5.5 such share shall be credited as fully paid by way of a capitalisation of any profits of the reserves of the Club and the Committee shall have power to take all steps necessary to give effect to this Rule.

6.6 No share shall be held jointly, be withdrawable or be transferable by any Member and no interest, dividend or bonus shall be payable on any share. Any Member transferring or attempting to transfer a share or any interest therein or any rights associated therewith shall, if the Committee so decides; be deemed to have resigned from the Club as from the date of such transfer or attempted transfer.

6.7 The share of a Member shall be forfeited to the Club when that member for whatever reason ceases to be a Member  and any amount then due to the Member  in respect of such  share shall thereupon become the property of the Club.

6.8 The Club shall not be required to issue a certificate to any member in respect of the share allotted to that Member.

III GENERAL MEETINGS

7 General Meetings

7.1 All General Meetings shall be held at the Ground or elsewhere as the Committee may determine and any such meeting other than an Annual General Meeting shall be called a Special General Meeting.

7.2 The Chairman of all such meetings shall be the President of the Club or if unavailable the Immediate Past President or if unavailable a Member of the Committee appointed at the Meeting concerned to take the Chair for that Meeting.

7.3 Every Member shall be entitled to attend and vote at any General Meeting. The procedure for the casting of votes shall be determined by the Chairman of the Meeting.

7.4 The quorum at any General Meeting shall be 20 Members.

7.5  If  within  thirty  minutes  after  the  time  appointed  for  a  General  Meeting  a  quorum  is  not  present,  the Meeting,  if convened on the requisition of  members, shall be dissolved,  and in  every other  case it will stand adjourned to such other  day and at such time and place,  or  be  dissolved,  as the Committee shall determine.

7.6 All resolutions shall be decided by a majority of votes recorded except where:

7.6.1 These Rules provide for a special resolution which shall require a majority of at  least 75% of the votes recorded,

Or:

7.6.2 A resolution is put to an Annual General Meeting as contemplated by rule 8.1.8.2 in which case the provisions of the Act as to voting shall apply.

7.7  A declaration by the Chairman of  a  General  meeting to the  effect  that  a  particular  resolution  has  been passed or not or passed by a particular majority or not shall (subject to the Act) be final and binding on all Members.

7.8 A General Meeting shall not be invalidated by reason only of any Member accidentally failing to receive a notice thereof or any accompanying document relating thereto.

7.9 The procedure for conduct of General Meetings shall be prescribed by the Committee and  details thereof shall be kept by the Secretary and be available for inspection by Members at all reasonable times.

8 Annual General Meetings

8.1 Not later than 30 September in every year a General Meeting shall be held (to be known as  the Annual General Meeting) for the transaction of the following business:

8.1.1 To consider and approve (with or without amendment) the minutes of the previous Annual General Meeting.

8.1.2 To receive and approve a report from the Committee on the affairs of the Club  since the previous Annual General Meeting.

8.1.3 To receive and approve a Financial Statement for the preceding financial year and where necessary in law or where the members require the Auditors’ report thereon.

8.1.4 To elect the Officers for the ensuing year.

8.1.5 To elect Vice Presidents in accordance with HRUFC regulation 2.2

8.1.6  To  confirm  any  elections  of  Honorary  Life  Members  and  Honorary  Members  made  by  the Committee during the preceding year as in accordance with HRUFC regulation 2.2

8.1.7 To elect Members of the Committee for the ensuing year.

8.1.8 Where necessary in law or where the members require:

8.1.8.1 To appoint the Auditors for the ensuing year

Or:

8.1.8.2 To consider a resolution dis-applying the provisions of the Act relating to the obligation to appoint Auditors.

8.1.9  To  consider  as  a  special  resolution  any  addition  or  alteration  to  these  rules  duly  proposed  in accordance with Rule 8.5.

8.1.10 To consider any other motion or business duly proposed in accordance with Rule 8.5.

8.1.11 To: consider any other business of which due notice shall have been given.

8.1.12 To: hear any other relevant matter for the consideration of the Committee during the ensuing year, but on which no voting shall be allowed.

8.2 Notice of every Annual General Meeting stating the date, time and venue of such Meeting shall be sent to all Members so as to be received not less than two clear weeks prior to the date of the Meeting with the agenda of the business to be considered thereat.

8.3 The election of the Officers shall be subject to the following provisions:

8.3.1  Any  Member  shall  have  the  right  to  make  nominations,  which  must  be  seconded  by  another member,  with the  written consent  of  a  candidate,  for  election to any  one  or  more of  the offices named in or created under the provisions of Rule 13.1. Such nominations must be sent in writing so as to reach the Secretary by 31st  May. The Committee shall also have the right to make nominations for the election of Officers.

8.3.2 The election of each Officer shall be decided by a majority of votes recorded.

8.3.3  In the event  of  an equal number  of  votes  being  cast for  two or  more candidates  for  any office a further  election for  that office shall immediately be held between  those candidates for  whom the votes cast are equal in number. If there shall still be equality of votes the members of the retiring Committee  present  at  the  time  shall  decide  who  shall  from those  candidates  receiving  an  equal number of votes in the second election be the holder of the office concerned for the ensuing year.

8.4 The election of Committee members shall be subject to the following provisions:

8.4.1 Any member shall have the right to make not more than one nomination, with the written consent of the candidate,  for  election as  one of  the Committee Members  provided for  in Rule 14.1.2. Such nominations must be sent in writing so as to reach the Secretary by 31st May. The Committee shall also have the right to make nominations for the election of Committee Members without restriction on the number of nominations.

8.4.2 The election of Committee Members shall be decided by a majority of votes recorded.

8.4.3 In the event of an equal number of votes being cast for two or more candidates for the last seat or seats  on  the  Committee  a  further  election  shall  immediately  be  held  for  the  last  seat  or  seats between those candidates for  whom the votes cast  for  such seat or  seats are equal in number.  If there shall still be equality of votes the members of the retiring Committee present at the time shall decide who shall from those candidates receiving an equal number of votes in the second election be the holders of the last seat or seats on the Committee for the ensuing year.

8.5 Proposals for additions or alterations to the Rules or for any other  motion to be submitted  to an Annual General Meeting shall be subject to the following provisions:

8.5.1  Any  proposal  shall  be  submitted  in  writing  to  the  Secretary  by  31st  May  duly  proposed  by  one Member and seconded by another.

8.5.2 Copies of all such proposals and copies of all proposals put forward by the Committee shall be sent to all Members with the notice of the Annual General Meeting.

8.5.3 Amendments to any proposal notified to Members under Rule 8.5.2 shall be sent in writing so as to reach the Secretary duly proposed and seconded not less than twenty-four hours before the time for which the Annual General Meeting is convened.

8.5.4  Amendments  duly  received  in  accordance  with  Rule  8.5.3  shall  be  added  to  the  agenda  by  the Chairman of the Annual General Meeting.

9 Special General Meetings

9.1 The Committee may convene at any time a Special General Meeting by giving to all Members two clear weeks written notice thereof stating the date, time and venue thereof and the resolution or resolutions to be moved or other business to be transacted thereat.

9.1.1  Amendments  to  any  resolution  proposed  by  the  Committee  shall  be  submitted  in  writing  to  the Secretary duly proposed and seconded by Members in the same  manner as is prescribed by Rule 8.5.3 for an Annual General Meeting.

9.1.2  Amendments  duly  received  in  accordance  with  Rule  9.1.1  shall  be  added  to  the  agenda  by  the Chairman of the Special General Meeting.

9.2 The  Committee  shall  also  convene  a  Special  General  Meeting  on  receipt  by  the  Secretary  of  a  written requisition so to do,  duly signed by  not  less  than 20 Members.  Each  requisition  must  clearly state  the specific resolution to be moved.

9.2.1 Two clear weeks’ notice of such a Meeting stating the date, time and venue thereof and the specific resolution to be moved thereat shall be sent to all Members by the Secretary within fourteen days of the receipt of the requisition.

9.2.2 Amendments to such a resolution shall be submitted in writing to the Secretary duly proposed and seconded by Members in the same manner as is prescribed by Rule 8.5.3.

9.2.3  Amendments  duly  received  in  accordance  with  Rule  9.2.2  shall  be  added  to  the  agenda  by  the Chairman of the Special General Meeting.

10 Rules

10.1 No new Rule shall be made, nor shall any Rule be amended or rescinded, except by a special resolution passed  at  an  Annual  General  Meeting  in  accordance  with  Rule  8.5  or  at  a  Special  General  meeting convened by the Committee in accordance with Rule 9.1.

10.2 The Secretary shall register in accordance with the Act any new Rule or amendment to these Rules and no new Rule or amendment to the Rules shall be valid until so registered.

10.3 A copy of the Rules shall be delivered by the Secretary to any person on demand on payment of such sum (not exceeding £5.00 as detailed in section 18.3 of the Act) as may from time to time be determined by the Committee.

10.4 No fee is payable where the request  is made by a  member  of the society who has not previously been given a copy of those rules. As detailed in section: 18.2 of the Act.

IV OFFICERS AND COMMITTEE

11 Powers of the Committee

The affairs of the Club shall be administered by the Committee which shall exercise all powers of the Club expressed in Rule 4 and without limiting the generality thereof:

11.1 The Committee shall have power  to appoint such Sub-Committees as are considered  necessary to deal with the affairs of the Club.

11.1.1  The  Committee  shall  determine  the  composition,  powers  and  terms  of  reference  of  each  Sub- Committee.

11.1.2  The  Chairman  of  any  Sub-Committee  shall  have  a  second  or  casting  vote,  and  the  quorum necessary for the transaction of business by a Sub-Committee shall be one-third of its appointed members or as the Committee may determine.

11.1.3 A Sub-Committee may exercise the power of co-option subject to the provisions of Rule 11.2.

11.2 The Committee shall have power to co-opt additional members to serve on it provided that the number of such co-opted members shall not exceed twenty-five per cent of the number of members elected to hold office on the Committee (the Officers for the purposes of this computation being deemed to be elected members) and to approve the co-option of additional members to serve on any Sub-Committee, in both cases either for general or special service and with or without voting rights.

11.3 The Committee shall not exercise its powers in any way or for any purpose inconsistent with the objects of the Club.

11.4 The procedure for the conduct of meetings of the Committee shall be prescribed by the Committee and details  thereof  shall  be  kept  by  the  Secretary  and  be  available  for  inspection  by  Members  at  all reasonable times.

11.5 References in these Rules to any acts or  activities  or  opinion (including,  without limitation,  decisions, directions, requests, exercises of discretion and the giving of consent) of the Committee shall mean such acts or activities or opinions as shall have been sanctioned or effected or (as the case may be) expressed by (a) a resolution of the Committee or (b) a resolution of the relevant Sub-Committee where the power to act or authority being exercised has been delegated by the Committee to a Sub-Committee or (c) the relevant Officer where that power or authority has been delegated by the Committee to an Officer.

 12  Committee  Members’  Interests

12.1 Any Committee Member  who is  in any way,  whether  directly or  indirectly,  interested in a  contract or proposed contract with the Club shall declare the nature and extent of his interest at the first meeting of the Committee held after he became so interested.

12.2 Notwithstanding rule 12.1, a general notice given to the Committee that a Committee Member is to be regarded  as  having  an  interest  of  the  nature  and  extent  specified  in  the  notice  in  any  transaction  or arrangement  in  which  a  specified  person  or  class  of  persons  is  interested  shall  be  deemed  to  be  a disclosure that the Committee Member has an interest in any such transaction of the nature and extent so specified.

12.3 Provided that he/she has disclosed in accordance with this rule any material interest that they may have as a Committee Member-

12.3.1 May be party to,  or  otherwise interested in,  any transaction or  arrangement  with the  Club  or  in which the Club is otherwise interested;

12.3.2 May be a director or other office of, or employed by, or party to any transaction or  arrangement with, or otherwise interested in, anybody corporate promoted by the Club or in which the Club is otherwise interested; and

12.3.3 Shall not, by reason of his office, be accountable to the Club for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

13 Officers

13.1 The Officers of the Club shall be a President,  a chairman, a Secretary, a Treasurer, the Immediate Past President and such other Officers as the Club may in General Meeting from time to time determine.

13.2 The Officers of the Club shall be elected at each Annual General Meeting in accordance with Rule 8.3.

13.3 Each Officer  on election at an Annual General Meeting shall hold office from the end of  that Meeting until the end of the next Annual General Meeting but shall be eligible for re-election from year to year.

13.4 If any such offices fall vacant between one Annual General Meeting and the next such vacancy shall be filled by the Committee for the period of the vacancy.

14 Committee

14.1 The Committee shall consist of:

14.1.1 The Officers.

14.1.2 Seven members (or  such other  number  not exceeding  forty as may be determined from time to time by the Club in General Meeting) duly elected in accordance with Rule 8.4. A Member of the Committee  shall  hold  office  from the  end  of  the  Annual  General  Meeting,  at  which  he/she  is elected until the end of the following Annual General Meeting and shall be eligible for re-election from year to year.

14.1.3 The Past Presidents and Honorary Life Members of the Club shall be entitled to attend Committee Meetings as ex-officio members.

14.2 The quorum of the meeting of the Committee shall be seven (or such other number as may be determined from time to time by the Club in General Meeting) and the Member elected to take the Chair shall be entitled to exercise a second or casting vote.

14.3 If a vacancy shall occur for an elected Member of the Committee between one Annual General Meeting and the next such vacancy shall be filled by the Committee.

14.4 If a Member of the Committee shall commit an offence under Rule 5.11 or shall be adjudged bankrupt or if a court order is made appointing a receiver to administer such Member’s property such Member shall thereupon cease to be a Member of the Committee.

14.5 Committee Members shall receive no remuneration for serving on the Committee other than the payment of authorised expenses for carrying out their duties.

15 Honorary Life Members & Honorary Members

The General Committee may each year nominate for election at the Annual General Meeting or a Special General Meeting in accordance with rule 9 as Honorary Life Members and Honorary Members of the Club such Member  or  Members as they consider  should receive special recognition for  services to the Club in accordance with HRUFC regulation 2.2

Any Member so elected shall remain an Honorary Life Member or Honorary Member until ceasing to be a Member. The position of Honorary Life Member or Honorary Member shall not carry any rights or obligations and in particular an Honorary Life Member or Honorary Member shall not be an Officer or a Member of the Committee unless separately elected as such.

V FINANCE

16 Club Finance

16.1 The Club’s income shall be obtained annually from the subscriptions of Members, from investments and securities, from gate monies and ticket receipts from matches arranged by the Club at the Ground, from the letting of the Ground, from sponsorship and from any other available source.

16.2 The profits of the Club shall be applied only in furthering the objects of the Club.

16.3 The Club shall not have power to receive money on deposit from Members or others.

16.4 A Financial Statement of the Club’s affairs shall be made up to 31st  May in each year (or such other date as  may be  determined from time  to time  by the  Club  in General Meeting)  and shall be signed by the Treasurer, the Secretary and one Member of the Committee. An audit, where necessary in law or where the membership require, shall be carried out by a qualified auditor or, where the conditions applicable for appointing  lay  auditors  apply,  by  2  or  more  lay  auditors,  and  a  printed  copy  of  the  signed  Financial Statement, together with the Auditors’ report thereon, shall be available at the AGM.

16.5  The  Club  may  participate  in  a  direct  debiting  scheme  as  an  originator  for  the  purpose  of  collecting subscriptions for any category of membership and/or any other amounts due to the Club. In furtherance of such a scheme the Club may enter into an indemnity required by the bank upon whom direct debits are to be originated and such indemnity may be executed on behalf of the Club by the Secretary or as otherwise determined pursuant to these Rules.

17 Subscriptions

Each Member shall, according to membership category, pay to the Club on 1st  June (or such other date as may be determined by the Club in General meeting) such annual subscription as the Committee may from time to time determine.

18 Match Tickets

18.1 Tickets to the Ground for matches arranged by the Club shall be under the control of the Committee and shall  be  sold  at  prices  fixed  by  the  Committee  (without  any  provision  for  repurchase  by  the  Club)  to Members or as the Committee may direct, and the Committee shall allocate such tickets on an equitable basis.

18.2 Tickets to the Ground for representative and other matches for which the Ground is let shall be under the joint control of the Committee and the organisers of the match concerned.

18.3  The  Committee  shall  have  power  to  issue  such  season  and  other  tickets,  on  such  terms,  with  such privileges and to such persons as it may from time to time determine.

19 Auditors

19.1 The provisions of the Act relating to the appointment, powers, rights, remuneration,  responsibilities and duties of the Auditors shall be complied with.

19.2 The Auditors where appointed shall be entitled to attend any General Meeting and to receive all notices of and other communications relating thereto which any Member is entitled to receive, and to be heard at any General Meeting on any part of the business which concerns them as auditors.

VI STATUTORY PROCEDURES

20 Registered Office

20.1  The  registered  office  of  the  Club  shall  be  at  the  Ground  or  at  such  other  location  in  England  as  the Committee may from time to time otherwise determine.

20.2 Notice of any change in the situation of the registered office shall be given by the Secretary to the FSA within fourteen days after the change.

21 Use of the Name of the Club

21.1 The name shall be kept painted or affixed in a conspicuous position and in letters which are easily legible on the outside of every office or place in which the activities of the Club are carried on.

21.2  The  name  shall  be  stated  in  legible  characters  in  all  business  letters  of  the  Club,  in  all  notices, advertisements  and  other  official  publications  of  the  Club,  in  all  bills  of  exchange,  promissory  notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Club and in all bills, invoices, receipts and letters of credit of the Club.

21.3 Save with the authority of the Committee,  the name of the Club shall not at any time be  used by any Member in any document or advertisement issued or published by, or on behalf of or with the authority of that Member  in such a  way as to indicate or  imply that  such document or  advertisement was issued or published by or on behalf of the Club or the Committee.

22 Seal

The Club shall have its name engraved in legible characters on a seal which shall be kept in the custody of the Secretary and shall be used only under the authority of the Committee which may determine who shall countersign any instrument to which the seal is affixed and unless  otherwise so determined it shall be countersigned by any two of the Officers.

23 Register of Members

23.1 The Club shall keep at its registered office a Register of Members and Officers in which the Secretary shall enter the following particulars:

23.1.1 The name and address of each Member.

23.1.2 A statement of the share held by each Member and the amount paid therefore.

23.1.3  A  statement  of  other  property,  if  any,  in  the  Club  held  by  each  Member  whether  in  loans  or otherwise.

23.1.4 The date on which each Member  was entered into in the Register  as a  member  and the date on which a Member ceased to be a Member.

23.1.5 The names and addresses of the Officers of the Club with the offices held by them respectively and the date on which they assumed and left office.

23.2 The Register of Members and Officers shall be so constructed that it is possible to open to inspection the particulars  entered  pursuant  to  Rules  23.1.1,  23.1.4  and  23.1.5  without  also  opening  to  inspection  the other particulars entered in the Register.

24 Inspection of Books

All members and persons having an interest in the funds of the Club shall be allowed to inspect their own accounts  and the particulars  entered  in the Register  of  Members  and Officers  other  than those  entered under Rules 23.1.2 and 23.1.3 at all reasonable hours at the registered office of the Club subject to such regulations  as  to  the  time  and  manner  of  such  inspection  as  may  be  made  from  time  to  time  by  a resolution passed at a General Meeting.

25 Annual Return

25.1 Every year not later than the date provided by the Act or where the return is made up to the date allowed by the FSA not later  than seven months after  such date the Secretary shall  send to the FSA the annual return in the form prescribed by the FSA relating to the affairs of the Club for the period required by the Act  to be  included in the return together  with a  copy  of  the Financial Statement  of  the Club  with the report of the Auditors where applicable thereon for the period included in the return and a copy of each balance sheet  made during that period and the Report of the Auditors where applicable on that balance sheet.

25.2 A copy of the latest annual return shall be supplied free of charge on demand to every member or other person interested in the funds of the Club.

26 Publication of Accounts

The Club shall keep a copy of the last balance sheet for the time being together with the Report made by the Auditors where applicable thereon always hung up in a conspicuous place at its registered office.

27 Registration

These Rules shall take effect on and from the date of their registration pursuant to and in accordance with the provisions of: Section 1 of the Community Benefit Societies Act 2014

28 Dissolution

In the event  of it becoming necessary for  the Members to discontinue the activities  of the Club  and to dissolve the Club under the provisions of the Act, its funds and property shall be donated to the Leonard Cowburn Memorial Trust in such manner as the Committee consider being fair and reasonable.

VII GENERAL

29 Licensing

29.1 Save for those persons who are admitted to membership under Rule 5.13 no person may be admitted to membership without an interval of at least two days between the dates of nomination and admission.

29.2 Subject to such restrictions as may be imposed from time to time by the Committee in any Regulations:

29.2.1 The Ground shall be open during such hours as the Committee may decide and intoxicating liquor shall  be  supplied  during  such  hours  as  may  be  fixed  by  the  Committee  and  contained  in  the operating schedule set out in the Club’s Premises Licence as required by law, but the Committee shall have power to close the Ground or any part thereof and/or to reduce the hours of supply of intoxicating liquor from time to time on affixing notice thereof on the Club’s notice board.

29.2.2 Members may introduce and entertain guests at the Ground.

29.2.3 Provision is hereby made for the admission to any premises on the Ground in respect of which the Club is registered under  the Licensing Act 2003 (or any statutory modification or  re-enactment thereof) of persons other than Members or their guests and for the sale of intoxicating liquor to them by or on behalf of the Club for consumption on such premises.

30 Continuity

For the avoidance of doubt every Member of the Club who at the date these Rules take effect pursuant to Rule 27 holds office or position in any capacity in the Club (including the position  of Vice-Presidents) shall continue to hold the same office or  position following registration.  Such Members shall have the same  seniority,  dates  of  appointment,  dates  of  retirement  and  the  like  after  registration  as  before registration, subject only to such changes as are necessary by virtue of these Rules. The Trustees under the former Rules of the Club shall, until they have fully discharged their duties, remain as Trustees upon those of the former Rules which relate to Trustees, varied only insofar as these Rules necessarily require.

31 Indemnity

Each Officer (including under the former Rules of the Club the Trustees) and employee from time to time of the Club and each person who was or is from time to time a Member of the Committee or any Sub- Committee shall (to the extent that such person is not entitled to recover  under any policy of insurance) being entitled to be indemnified out of any and all funds available to the Club, which may lawfully be so applied, against all costs, liens, charges,  expenses and liabilities whatsoever  incurred by such person in the execution and discharge of duties undertaken on behalf of the Club or in relation thereto, or incurred in  good  faith  in  the  purported  discharge  of  such  duties,  including  any  liability  incurred  in  initiating, prosecuting or defending any proceedings, civil or criminal, which relate to anything done or omitted as an Officer or employee or as a Member of the Committee or any Sub-Committee as the case may be.

32 Notices

32.1 A notice may be served by the Club upon any Member, either personally or by sending it by post or fax addressed to such member at his or her registered address as appearing in the Register of Members or by posting a notice on the club notice board or by an advert in the local press. A notice may also be served by the Club upon any Member by electronic communication in accordance with rules 33.2 and 33.3.

32.2 Any member who notifies the Club of an address to which the Club may send electronic communications shall  be  treated  as  having  agreed  to  receive  notice  and  other  documents  from  the  Club  by  electronic communication.

32.3 If a Member notifies the Club of his/her email address the club may send the Member the notice or other documents by publishing the notice or other document on a website and notifying the Member by email that the notice or other document has been published on the website.

32.4 Any notice, whether sent by post, fax or electronic communication shall be deemed to have been served on the day following that on which the letter or other communication containing the same is put into the post, sent, or otherwise despatched.

33 Arbitration

Every dispute of the type specified in Section 137 of the Community Benefit Societies Act 2014 or any amendment, modification or re-enactment thereof (not being one in respect of which the decision falls to be made in some other  way under  these Rules) shall be referred to the arbitration of a  single arbitrator (pursuant  to  the  Arbitration  Act  for  the  time  being  in  force)  to  be  appointed  in  default  of  agreement between the parties to the dispute by the President (or failing whom one of the other Officers) for the time being of the Union.

34 Interpretation

Subject to the provisions of the Act any difference of opinion as to the interpretation of these Rules or on any  matter  not  provided  for  therein  shall  be  decided  by  the  Chairman  of  a  General  Meeting  at  such Meeting or by the Committee in every other circumstance, and every such decision shall be recorded in the minutes and shall be accepted as the true meaning until thereafter otherwise interpreted on due notice at a subsequent General Meeting.

35 Schedule of Definitions

“The Act” means: The Community Benefit Societies Act 2014 and any subsequent Acts governing or otherwise affecting industrial and provident societies.

“Auditors” means: The auditors of the Club for the time being.

“Club” means: Huddersfield Rugby Union Football Club Limited.

“Committee” means: The committee designated in Rule 14 and “Committee Member” or “Member of the Committee” means: a member of the Committee for the time being and shall include a person co-opted under Rule 11.2.

“Financial Statement”  means:  A  Balance  Sheet together  with  a Statement of  Accounts showing  Income  and Expenditure.

“FSA” means: The Financial Services Authority or its statutory successor carrying on its relevant functions.

“Game” means: The game of Rugby Union Football.

“General Meeting” means: A general meeting of Members.

“Governing  Body”  means:  The  UK  National  Governing  Body  for  the  sport  e.g.  Rugby:  England  Rugby Football Union. Hockey: English Hockey Association. Running: Amateur Athletics Association

“Ground” means: The ground including stands, clubhouse and other buildings built thereon maintained and developed under the provisions of Rule 3.5.

“World Rugby”  means: The World Governing Body of the Game which at the date of the adoption of these Rules is the World Rugby Board of which the Union is a member.

“World Rugby Regulations” means: The Resolutions and Regulations Relating to the Game promulgated by `World Rugby` from time to time.

“Laws of the Game” means: The laws promulgated by `World Rugby` from time to time according to which the Game is played throughout the world.

“Member” means: A member of the Club.

“Officers” means: The officers designated in Rule 12.

“Operating Schedule” means: The schedule contained in the Club Premises Licence governing the scope of the Club’s activities under the Licensing Act 2003.

“Premises Licence” means: The Club’s premises or Club premises certificate permitting the Club to use the Club’s premises for licensable activities under the Licensing Act 2003.

“Regulation” means: A resolution, regulation or instruction made in accordance with Rule 4.12.

“Rules”  means:  The  Rules  of  the  Club  for  the  time  being  registered  with  the  FCA;  (Financial  Conducts Authority)

“Secretary” means: The Secretary of the Club for the time being.

“Union” means: The Rugby Football Union.