CLUB BYE-LAWS

 
1 Opening Hours
The Club House, hereinafter referred to as the Club, shall be opened for non-residents at 7.00am and closed at 1.00am the next morning.
No Member or guest, unless staying in the Club, shall be admitted after the doors are closed. In addition Members and guests may only stay overnight in the Club if a bedroom has been booked for their use, overnight stays in any other part of the Club are not permitted.
 
2 Use of Club Name
No Member shall use the name or address of the Club for any business purpose whatsoever. This does not prevent a Member's name being disclosed in the context of an advertisement in The Caledonian magazine or in a Club event programme.
 
3 Conduct of Business in the Club
Business papers may not be discussed or displayed in the public rooms or on the Terrace except where a room has been designated for business use.
 
4 Use of Computers and other Electronic Devices
Laptop computers and business papers may not be used or be on display in the public rooms or on the Terrace, except in any room which has been designated for business use. In the case of pocket sized devices and tablets, these may be used in any area of the Club other than in the Bar where these may be consulted briefly but not continuously. Where use of any device is permitted it must be in silent mode only and not be attached to keyboards, cables or chargers.
 
5 Mobile Telephones
Mobile telephones may not be used in any of the public rooms or on the Terrace, other than rooms reserved for a private function or event. Members wishing to make or receive calls should use the phone booth on the Ground Floor.
 
6 The Club’s Library
Members wishing to remove books from the Library must enter a record in the ledger provided and again on the return of the book. Members are not allowed to remove books from the Club House but may take books to a bedroom during a stay in the Club. In this context “The Club’s Library” refers to the stock of books wherever they are made available and not only to those found in the Library.
 
7 Briefcases & Computer Bags              
Briefcases, computer bags, shopping bags and other such impedimenta, with the exception of personal handbags, may not be taken into any of the Club's public rooms or the Terrace except where a room has been designated for business use. Members and guests visiting the Club must leave briefcases and bags at reception unless they are being taken to a room designated for business use, a bedroom or a private room.
 
8 Luggage
Luggage may be left in the Cloakroom, subject to space being available, but must not be left in the Front or Inner Hall or in any public room.
 
9 Terms of Payment
All charges incurred by a Member or guest while visiting the Club must be paid for or charged to the Member's Club Account (see Bye Law 10) before leaving the Club House. Guests may pay for drinks etc in the Members' Bar but not in the Members' Dining Room when the Member is present. Guest are permitted to pay for bedrooms and associated charges themselves. Members are responsible for ensuring that all charges incurred by their guests are settled. Charges in respect of bedrooms booked for attendees at private functions and business events, not sponsored by a Member, must be settled in accordance with the terms and conditions governing the function or event (see Bye Law 31).

10 Club Accounts
Members are recommended to open a Club Account to which all charges incurred may be debited. A deposit, of such amount as determined by the Committee from time to time, is required and authorisation given to collect the outstanding balance (leaving the initial deposit intact) monthly by direct debit. Where these settlement terms are breached the Account may be closed and the deposit used against any outstanding debt.
 
11 Newspapers and Magazines
Newspapers and magazines are made available, usually in the Morrison Room. They must not be removed from the public rooms and must be returned after use.
 
12 Standards of Dress
Members and guests are required to dress formally within the Club after 9.30am and a jacket, collared shirt, smart trousers, dress or skirt are required. Ties are optional throughout the Club with the exception of dinner service in the Members’ Dining Room where jackets and ties are required. Jackets may be removed on the Terrace but must be worn on entering the Club for whatever reason. Smart casual dress is permitted at the weekend and is defined as collared shirt or polo shirt and smart trousers, dress or skirt. At no time is attire such as denim jeans, shorts, t-shirts, sports shoes or trainers permitted. Where there is any doubt on the appropriate standard of dress senior staff will provide guidance and Members and guests must respect such guidance at all times.

There is no restriction on dress for residents going directly to or from their bedrooms and the Club entrance.
 
13 Conduct of Club Staff
The conduct of a Club servant shall in no case be made a matter of personal reprimand by any Member.
 
14 Complaints
Complaints regarding the domestic arrangements of the Club must be made to the Secretary. On no account shall personal representation on such matters be made to any member of the Committee or to the Secretary in public parts of the Club. No complaints shall be made to any servant of the Club.
 
15 Suggestion Book
A Suggestion Book will be kept in the Club. All suggestions, which must be signed by the Member or Members making them, will be carefully considered by the Committee.
 
16 Staff Inducements
No Member shall attempt to induce any servant of the Club to leave its employment.
 
17 Gratuities
No Member or guest shall give any money or gratuity to any staff member of the Club nor, without the written sanction of the Committee, raise or participate in raising amongst the Members any testimonial or presentation in money or in kind to any officer or staff member of the Club. The acceptance of a gratuity renders a the staff member liable to dismissal and the Member offering or giving such gratuity, or whose guest has offered or given such gratuity shall be liable to be dealt with under Rule 39. Members, Reciprocal members and guests may make a donation to the Staff Christmas Fund which affords an appropriate means of showing appreciation to members of staff. A contribution to the Fund may also be made by adding an appropriate amount when settling bills.

18 Material on display
No written or printed material shall be displayed in the Club unless approved by the Secretary.
 
19 Breakages or Damage
Any breakage or damage to the property of the Club by a Member or his guest shall be made good at the expense of the Member.

20 Loss of Property
While reasonable care will be taken, the Committee accepts no responsibility whatsoever for loss of or damage to property of any kind belonging to Members or their guests which may occur in the Club.
 
21 Animals
No animals shall be brought into the Club other than guide dogs.

22 Addresses
Every Member shall advise the Secretary of his or her postal address and e-mail address (where available) and shall notify him of any subsequent change thereof.

23 Delivery of Communications
Communications sent by post or e-mail to the latest recorded address of a Member shall be deemed to have been delivered.
 
24  Forwarding of Correspondence
All correspondence addressed to Members at the Club will be forwarded by the Secretary's Office to the Member's notified addresses except in the case of Members occupying or about to occupy bedrooms, or who have given written instructions to retain correspondence at the Club.
 
25 Members' Address Register
The Members' address register is not open for inspection and no member of the Club staff is authorised to communicate the contact details of any Member without his or her consent.
 
26 Guests
The names and addresses of all guests shall be entered in the Visitors' Book kept in the Front Hall. Until met by the Member for whom they enquire, guests may be shown into the Inner Hall or, if specifically requested by the Member, into the Members' Bar or the Smoking Room. Any refreshments provided while a guest is waiting will be charged to the Member. Otherwise no visitors shall be allowed to use the Club rooms unless accompanied by a Member.
 
27 Children
Children under 8 years of age are not permitted in the Club unless attending a private function or event.
 
28 Members' Dining Room and Bar
Members' Dining Room and Bar opening hours shall be posted on the Club Notice Board and on the Club website.
 
29 Club Table
The Club Table in the Members' Dining Room is only available to Members, Honorary Members, Temporary Members and Reciprocal Members enjoying equivalent status in their own clubs.
 
30 Table Reservations
Tables may be reserved in the Members' Dining Room. Specific tables may not be reserved.
 
31 Private Bookings
Certain of the Club's public rooms may be booked for private functions or business events. Sponsorship by a Member is not required. The regulations governing such bookings, the rooms that can be made available and the charges for the use of these rooms will be as determined by the Committee from time to time. Those booking a function or event will be advised of the terms and conditions and must record their acceptance as a condition of the booking. Depending on the room booked, guests attending a function or event may be required to enter only through 9A.

32 Guests attending Private Functions or Events
Guests attending private functions or events may only use the rooms hired for that occasion and are not permitted to use the any of the public rooms of the Club. Individuals or bodies booking a private function or event shall be made aware of this and are required, as a condition of the booking, to ensure that all guests comply with this requirement. Where a function or event is sponsored by a Member an exception may be made in that a small number of guests may be taken to the Members' Bar provided that this does not cause any disturbance or inconvenience to Members and provided that this has been agreed by the Secretary in advance. The sponsoring Member shall be responsible for the behaviour of the guests and their compliance with the Club Rules and Bye Laws.

33 Payment for Private Bookings
Members sponsoring private functions will be charged for the full number of meals ordered (or served, if greater) unless this number be changed at least 48 hours in advance of the function. Private function accounts must be settled in full by sponsoring Member within 14 days of presentation to the Member concerned.
 
34 Cards and Games
No game of cards for money shall be allowed in the Club other than Bridge. The Club premises shall not be used for gambling and the Committee shall have power to prohibit any games which in its opinion are unlawful, or the playing of which would be injurious to the interests of the Club.
 
35 Snooker Room
The Snooker Room will be available for play at times posted on the Club Notice Board and Website. Resident Members may play outside these hours on application to the Hall Porter. Players must vacate the table on completion of the frame in progress if other Members are waiting to play.
 
36 Bedrooms
Bedrooms may be reserved for the use of Members, Members' guests, Reciprocal Members and guests at private functions or events. The charges shall be determined by the Committee from time to time.
 
37 Reservation of Bedrooms
Applications for bedrooms are to be to the Reception staff, stating the number of nights required. Unless cancellation of the reservation is notified to the Club at least 24 hours before noon on the day to which it applies, the room charge for that period will be incurred. Applications for bedrooms will be registered strictly in the order received. Block reservations for unspecified guests will not be accepted unless paid for in advance and then only if approved by the Secretary.
 
38 Transfer of Bedroom Reservations
A bedroom may not be transferred from one specific Member or guest to another.
 
39 Vacating of Bedrooms
Bedrooms are to be vacated by 10.30am on the day of departure.
 
40 Maximum Stay
A Member or guest is not permitted to occupy a bedroom for more than fourteen consecutive nights unless the Secretary accepts that there are special circumstances and gives approval accordingly.
 
41 Removal of ill Residents
Secretary, with the approval of the Medical Officer of the Club, may order the immediate removal of any Member or guest residing in the Club who is ill. The Member or guest will be required to defray any special costs to the Club arising out of his illness.
 
42 Meals in Bedrooms
No meals shall be served in the bedrooms except in case of illness, when an extra charge shall be made for this service.
 
43 Noise in Bedrooms
Members and guests must not cause any disturbance to other residents, especially after 2230.
 
44 Smoking
The smoking of cigars, cigarettes and pipes, including E cigarettes and pipes (also known as “vaping”), is only permitted on the Terrace provided this does not cause annoyance to others using the Terrace.


 

CLUB RULES

1 Interpretation
The following words and expressions contained in the Rules and Bye-Laws shall have the several meanings hereby assigned to them unless there be anything in the subject or context repugnant to such construction:

1. "The Club" shall mean The Caledonian Club.
2. "The Club Trust" shall mean The Caledonian Club Trust Limited.
3. "The Committee" shall mean The Club Committee of the Club for the time being the Members of which are also the Directors for the time being of the Club Trust.
4. "Member" shall mean a Member of the Club who has been duly elected by the Committee, who has paid the Entrance Fee (if any) and also all Subscriptions due and payable under the Rules, and who is a member of the Club Trust.
5. "The Rules" shall mean these Rules as amended from time to time.
6. "The Bye-Laws" shall mean the Bye-Laws of the Club for the time being.
7. "The Secretary" shall mean the Secretary for the time being of the Club.
8. "The Companies Act" shall mean The Companies Act 2006 and any re-enactments or modifications thereof.
    

2 Name
The name of the Club shall be The Caledonian Club.

3 Qualification for Membership
The Qualification for Membership is an appropriate association with Scotland and empathy with Scotland and things Scottish.

In considering a candidate's application for membership, the Committee will take into account all factors that would indicate the candidate's qualifications for Membership, such as:

1. Being of direct Scottish descent.
2. Being the son or daughter of a Member.
3. Being born in Scotland.
4. Being employed by a major industrial, commercial or professional business in Scotland.
5. Being closely associated with a multi-national employer's Scottish interests.
6. Having been educated in Scotland or having a recognised Scottish professional qualification.
7. Being a Scottish landowner.
8. Having been resident in Scotland for at least five years.
9. Having played a significant role in Scottish public life in Government, the Armed Forces, Charitable Bodies or Academia.
10. Being married to or in a civil partnership with a Scot.

The interpretation and application of this Rule is solely at the discretion of the Committee
No candidate shall be elected who is under the age of 18 years

4 Classes of Membership

Member:

Life
Town
Country
Overseas
Family Associate Member
Honorary Member
Temporary Member
 

Member:

Life
The Committee may elect to Life Membership without further payment those Members who have completed 50 years membership and have reached the age of 75

Town
A Town Member is a Member who has a permanent residential address within a 100 mile radius by rail from a London terminus.

Country
A Country Member is a Member who has a permanent residential address outside a 100 mile radius by rail from a London terminus, who has no permanent residential address within that limit and has notified the Secretary in writing to this effect.

Overseas
An Overseas Member is a Member whose permanent residential address is outside the United Kingdom, the Channel Islands and the Isle of Man.

Family Associate Member
The spouse or civil partner of a member may be elected by the Committee to Family Associate Membership and pay such Entrance Fee and Subscription as the Committee may from time to time determine.

The son or daughter of a Member may also be elected by the Committee to Family Associate Membership and pay such Entrance Fee and Subscription as the Committee may from time to time determine. Membership shall not be renewable beyond the age of twenty five at which point he or she may apply for full Membership. Notwithstanding the above, the daughter of a Member already granted Family Associate membership prior to this Rule being adopted and who has passed the age of twenty five will be permitted to retain that membership.
Family Associate Membership shall not be renewable after a Member shall cease for any reason to be a Member, or the family association has ceased, save in the case of a spouse or civil partner of a deceased Member.

No candidate shall be elected who is under the age of 18 years.

Honorary Member
The Committee shall have power to elect as Honorary Members without entrance fee or subscription and for such period as may be appropriate distinguished persons whom the Committee deem worthy of that privilege.

Temporary Member
The Committee may grant Temporary membership at its discretion for a period not exceeding six months on whatever terms the Committee deems to be appropriate.
 

5 Change of Membership Class
A Member who changes his permanent residential address, or who intends to be abroad during the whole year, in respect of which his next Annual Subscription shall be due, shall notify the Secretary in writing of the facts. Any consequent change in Membership class and the rate of Subscription appropriate thereto shall apply from the 1st January next following.

6 Privileges of Family Associate, Honorary, and Temporary Members
Family Associate, Honorary and Temporary Members shall be entitled to all the benefits and privileges of Membership except:

1. They shall not be eligible to be Members of the Committee nor attend and vote at General Meetings of the Club nor be Members of the Club Trust.
2. They shall have no claim on any share of property of the Club upon dissolution.

7 Election of Members
Every candidate for admission to Membership shall be elected by the Committee in such manner as
the Committee may from time to time prescribe. Candidates may not be elected if the application is opposed by three or more members of the Committee. Candidates not elected shall not be proposed again for election within a period of twelve months.

8 Application for Membership
Candidates for Membership may be proposed by an existing Member or, may apply to the Committee via the Secretary. Application must be made on the appropriate form which may be obtained from the Secretary or from the Club website. The Secretary will, on receipt of the application, record the particulars in the Candidates Book.

A proposal by a Member must be seconded by another Member. Both the proposer and seconder, who shall have been Members of the Club for at least one year, must be personally acquainted with, and shall be responsible for, the eligibility of the candidate. The Secretary shall obtain from both proposer and seconder letters affirming the candidate's eligibility and suitability for admission as a Member. Such letters shall be treated as confidential.

The Committee may also consider applications in the absence of a proposer and seconder subject to securing evidence of the candidate's suitability for admission as a Member through interview, reference or other means deemed to be appropriate in each case.

Applications and related correspondence may be accepted in written or electronic format.

9 Proposer or Seconder ceasing to be a Member
If a proposer or seconder shall have ceased to be a Member before the candidate comes up for election another proposer or seconder (as the case may be) may, not later than 14 days before the candidate comes up for election, be substituted by entry in the Candidates Book. If a proposer or seconder desires to withdraw his/her name he may do so, subject to any regulations which the Committee may at any time prescribe. Within one month of such withdrawal and not later than 14 days before the date when the candidate comes up for election another proposer or seconder may be substituted by entry in the Candidates Book.

10 Posting Candidate
Every candidate's name, and such of the particulars relative, thereto taken from the Candidates Book as the Committee may deem necessary shall be posted in the Club and provided to Members 14 days preceding the date when the candidate comes up for election within which period any objections to a candidate must be communicated, in written or electronic format, to the Secretary for the information of the Committee. All such communications shall be treated as confidential.

11 Inaccuracies in Nomination
Any material omission from or inaccuracy in the particulars relating to any candidate shall render his or her election voidable at the discretion of the Committee.

12 Notice of Member Elected
Immediately upon the election of a Member, he/she will be given notice thereof by the Secretary. He or she shall be given access to the Members' area of the Club website and his or her attention drawn to the Rules and Bye-Laws. On request the Secretary may provide him or her with a paper copy of the Rules and Bye-Laws on payment of a fee as determined by the Committee from time to time.
He or she shall be requested to pay to the Secretary on behalf of the Club Trust the amount of his Entrance Fee (if any) and first Subscription. The Secretary shall furnish him or her forthwith with an order on his/her banker or agent authorising such banker or agent to pay annually to the Club Trust or its banker his or her subsequent Subscriptions by direct debit as they fall due.
 
The Secretary shall also furnish him/her with a form of agreement for Membership of the Club Trust for signature and return. Such agreement shall be in such form as the Committee shall from time to time prescribe. Upon payment of his/her Entrance Fee (if any) and first Subscription and upon signing the form of agreement for membership of the Club Trust, he or she shall become a Member, be entitled to all the benefits and privileges of Membership and be bound by the Rules.

13 Taking up Membership
If the Entrance Fee (if any) the first year's Subscription and the Direct Debit Mandate be not received within one month of being requested or if he or she declines to sign the agreement to become a Member of the Club Trust as requested by Rule 12 the election of such candidate shall be voidable at the discretion of the Committee.

14 Re-Election of Former Members
A former Member who voluntarily resigned his/her Membership of the Club and who paid in full any Entrance Fee in force at the time of his election may, subject to the approval of the Committee, be re-elected to the Club on payment of the Subscription only or authorised fraction thereof for the current year.
 
15 Entrance Fees and Subscriptions
The Entrance Fees and Annual Subscription rates shall be such sums as the Committee may from time to time determine.
 
16 Date when Subscription Due
All Annual Subscriptions (except the first Subscription of a new Member) shall be payable on the 1st January in each year. Members elected in the first quarter of the year are required to pay the full subscription for that year, those in the second quarter seventy five percent of the full rate, those in the third quarter fifty percent and those in the final quarter twenty five percent. Notwithstanding the foregoing provisions, the Committee shall be entitled to offer to Members an alternative of paying Annual Subscriptions by equal quarterly payments on 1st January, 1st April, 1st July and 1st October subject to an additional fee as determined by the Committee

17 Payment of Entrance Fee and Subscriptions
All Entrance Fees and initial Subscriptions shall be paid to the Secretary or to the account of the Club Trust at the Bankers of the Club Trust by cheque, credit or debit card or direct bank payment. Subsequent Subscriptions shall be paid by direct debit.
 
18 Subscription in Arrears
If any Member shall fail to pay his/her annual subscription within one month after such subscription shall have become due, notice shall be sent to him/her calling his/her attention thereto and if he or she shall fail to pay such subscription within 14 days of notice having been given, he or she may forthwith be posted in the Club as a defaulter. If such subscription be not paid within two months after the same shall have become due, the defaulter shall cease to be a Member. If subsequently he or she shall give to the Committee a satisfactory explanation he or she may, at the discretion of the Committee and upon payment of all arrears, be re-admitted to Membership without payment of an Entrance Fee. The Committee reserves the right to set and add an interest charge (at a rate determined at the sole discretion of the Committee) to any overdue balances.

In the case of Members who have elected to pay their annual subscriptions by quarterly instalments, if such a Member fails to pay the sum due within 14 days of the date on which the quarterly payment has become due, then notice shall be sent to him/her calling his attention thereto. The amount outstanding, plus any other outstanding amount(s) for that year's subscription, shall become due immediately and he or she may forthwith be posted in the Club as a defaulter. If this is not paid within one further month then the defaulter shall cease to be a Member and his/her name shall be erased by the Committee from the books. If subsequently he or she shall give to the Committee a satisfactory explanation he or she may at the discretion of the Committee and upon payment of all arrears be re-admitted to Membership without payment of Entrance Fee.
 
19 Resignation of Members
Any Member may resign his/her Membership by giving to the Secretary notice in writing to that effect. Every such notice shall, unless otherwise expressed, be deemed to take effect as from 1st January next following the receipt thereof.
 
20 Cessation of Membership
Any Member shall upon ceasing to be a Member of the Club cease also to be a Member of the Club Trust and shall forfeit all right to and claim upon the Club or the Club Trust, its property and funds.

21 Arrangements with other Clubs
The Committee may enter into arrangements with other clubs from time to time at its discretion giving members of those clubs benefits and privileges while visiting the Club up to, but not exceeding, those granted to Family Associate, Honorary and Temporary Members. All such arrangements shall be on the basis of strict reciprocity whereby Members receive equivalent benefit and privileges while visiting a club with which a reciprocal arrangement has been established to those granted to members of that club.

22 President and Vice-Presidents
The President and Vice-Presidents shall be those persons who from time to time accept the invitation of the Committee to serve the Club in those capacities for such term as may be mutually agreed. These are honorary positions and the holders have no formal duties beyond supporting the Club by whatever means might be at their disposal. Invitees not already members of the Club shall be granted Honorary Membership for the duration of their tenure.
 
23 Election of Chairman and Vice-Chairman
The Chairman and a Vice-Chairman of the Committee shall be elected by the Committee from amongst the elected Committee members and the retiring Chairman and Vice Chairman, if eligible for re-election, at a meeting of the Committee prior to each Annual General Meeting. The Chairman and Vice-Chairman so elected shall take office at the conclusion of the Annual General Meeting and shall hold the office to which he or she is elected until the conclusion of the next following Annual General Meeting. Only persons who have been Members of the Club for at least five years at the date of the preceding Annual General Meeting shall be eligible for election to these offices.

For the avoidance of doubt, the retiring Chairman and Vice-Chairman (if not eligible for re-election or if not re-elected by the Committee) shall be deemed to retire at the conclusion of the relevant Annual General Meeting, immediately prior to the incoming Chairman and Vice-Chairman taking office. The Chairman and Vice-Chairman may serve a total of three terms subject to election each year by the Committee and thereafter shall not be eligible for the same office.

24 The Committee
The business of the Club shall be managed by the Committee. In exercising its management of the Club, the Committee shall have as its principal objective the maintenance of the Club as a private members' club, run in the interests of its Members.

The Committee shall comprise not fewer than nine and not more than twelve elected or co-opted Members including the Chairman and Vice Chairman. Only persons who have been Members for at least three years at the date of the Annual General Meeting at which the election is to take place shall be eligible for election.

The Committee may at any time co-opt a person who has been a Member for more than three years to be a member of the Committee to fill a casual vacancy in their number provided that there is unanimous agreement. Any such appointed member of the Committee shall remain a member only until the conclusion of the next following Annual General Meeting when he or she retires, but shall then be eligible for re-election to the Committee on being nominated in accordance with Rule 25. If elected, any previous term of office will be taken into account when calculating Committee retirement as provided in Rule 26. The President may attend any Meeting of the Committee.

25 Election of Committee Members
Every candidate for election to the Committee shall be proposed and seconded in writing by two persons who have been Members of the Club for at least three years at the date of the Annual General Meeting at which the election is to take place. The proposal countersigned by the candidate to indicate his/her willingness to serve if elected, shall be lodged with the Secretary not less than thirty days before the date fixed for the Annual General Meeting at which the election is to take place. In support of his candidature every candidate shall provide a brief biography and an indication of how he or she intends to contribute to the future governance and development of the Club if elected. A list of candidates, proposers and seconders together with the candidates' supporting statements shall be provided to Members and posted on the Notice Board of the Club not less than twenty one days before the date fixed for the Annual General Meeting at which the election is to take place.

A candidate for re-election for a second consecutive term shall not require to be formally proposed and seconded but shall signify his/her intention to stand to the Secretary and provide a supporting statement, as above, not less than thirty days before the date of the Annual General Meeting at which the election is to take place. His/her name and supporting statement shall be included with those of the other candidates provided to Members and posted on the Notice Board of the Club not less than twenty one days before the date fixed for the Annual General Meeting at which the election is to take place.

If there are more candidates than vacancies the election shall be by a ballot of Members and those candidates receiving the greatest number of votes shall be elected. Upon the holding of a ballot every Member shall be entitled to vote for the number of candidates equivalent to the number of vacancies but may not give more than one vote to any candidate. In the case of an equality of votes for any candidates the Chairman of the Meeting shall have a second or casting vote. Ballot papers shall be provided to each Member not less than twenty one days before the date fixed for the Annual General Meeting at which the election is to take place and must be returned to the Secretary not less than three days before the said Annual General Meeting. For the avoidance of doubt, any Members’ election to the Committee shall not take effect until the conclusion of the Annual General Meeting.
 
26 Rotation of Members of the Committee
Subject to the provisions of Rule 23, at the conclusion of the Annual General Meeting in every year those Members who have served either three or six years on the Committee, other than the Chairman and Vice Chairman whose election and re-election is governed by Rule 23, shall retire from office. A retiring elected member shall only be eligible for re-election providing he or she does not serve more than six consecutive years and shall then stand down for a minimum period of three years. Any consecutive time served as a co-opted member will be taken into account when calculating the time served on the Committee. Provided that, if in the opinion and sole discretion of the Committee, there are special circumstances justifying such a course, a retiring member, may be appointed for one further year after he or she would otherwise have retired under this Rule, provided that any such extension is approved at the next Annual General Meeting in accordance with Rule 36.
 
In the unlikely event that a procedural or eligibility issue arises in respect of the appointment of the Chairman or Vice-Chairman, the rotation of Members of the Committee or otherwise, during the period between notice of the Annual General Meeting being sent to Members (setting out the business to be proposed at the Annual General Meeting) and the Committee becoming aware of the same, the Committee may, in its sole discretion, adjourn the Annual General Meeting.
 
27 Proceedings of the Committee
The Committee may meet for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit with a minimum frequency of four meetings a year. Notice of meetings, agendas and papers will normally be circulated electronically. Five members of the Committee shall form a quorum and a meeting may be requisitioned at any time by not fewer than five members. Members may participate and vote by an electronic telecommunications, internet or other medium. Any member who participates in the proceedings of a meeting through an electronic medium by which all the other members present at such meeting (whether in person or by electronic means) may hear at all times such member and such member may hear at all times all other members present at such meeting (whether in person or by electronic means) shall be deemed to be present at such meeting and shall be counted when reckoning a quorum. Members unable to participate in a meeting may also register a vote on any specific issue before the Committee with the Secretary in advance of the meeting.

Questions arising at any Meeting shall be decided by a majority of votes. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote. The Chairman shall act as chairman of all meetings of the Committee but if he be not present within fifteen minutes after the time appointed for holding the same then the Vice-Chairman shall so act and if the Vice-Chairman be not present the members of the Committee present may choose one of their number to act as chairman of the meeting until the Chairman or Vice Chairman join the meeting.
 
28 Sub-Committees
The Committee may from time to time delegate any of its powers to Sub-Committees consisting of a member of the Committee as chairman and a minimum of two and a maximum of three other members of the Committee. Each Sub Committee shall be empowered to co-opt up to three members from out-with the Committee who must be, however, Members or Family Associate Members. Any Sub-­Committee so formed shall, in the exercise of the powers so delegated, conform to any stipulations that may be imposed on it by the Committee. Matters requiring the approval of more than four members of the Committee may not be delegated to a Sub-Committee. All acts and proceedings of any such Sub-Committee shall be reported back to the Committee as soon as possible. The Committee may revoke or vary any such delegation. A Sub­-Committee may meet and adjourn as it thinks proper. Questions arising at any meeting that can not be agreed by the Sub-Committee members unanimously shall be referred to the Committee.

29 Powers of Committee
The Committee shall exercise all such powers and do all such things as may be exercised or done by the Club, save such as are by these Rules or by any statute for the time being in force required to be exercised or done by the Club in General Meeting, and subject to the Articles of the Club Trust and to the Companies Act. No Rule made by the Club in General Meeting shall invalidate any prior act of the Committee which would have been valid if such Rule had not been made
 
For the avoidance of doubt, should any circumstances arise which are not specifically provided for by these Rules, the Committee may in its sole discretion take such action as it considers to be in the best interests of the Club.
 
30 Validity
All acts done by the Committee or of a Sub­-Committee appointed by the Committee or by any member of the Committee shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any member of the Committee or that they were disqualified, be as valid as if every such person had been duly appointed.
 
31 Bye-Laws
The Committee shall have power from time to time to make, alter and repeal all such Bye-Laws as they may deem necessary or convenient for the proper conduct and management of the Club, and shall adopt such means as they deem sufficient to bring to the notice of Members of the Club all such Bye-Laws which, so long as they shall remain in force, shall be binding on all Members of the Club. Any Bye-Law may be set aside by a General Meeting of the Club.

32 Disqualification of Members of the Committee
A member of the Committee shall cease to be a member if he or she:

1. becomes bankrupt or makes an arrangement or composition with his creditors or generally or
2. becomes prohibited from being a Director of a corporation by reason of any order of a competent Court made under the Companies Act or
3. becomes of unsound mind or
4. resigns his office by notice in writing to the Chairman or
5. is directly or indirectly interested in any contract with the Club or receives any salary or other remuneration from the Club or
6. fails to attend, without good reason, any three consecutive Meetings of the Committee.

Nothing in this Rule shall prevent the payment in good faith, by way of remuneration or otherwise, to any Member in return for services actually rendered by him/her to the Club, or the repayment of monies with or without interest to any Member who has advanced or subscribed money for the purpose of meeting any expenses of the Club or who has lent money to the Club at the request of the Committee.

33 The Secretary
The Secretary shall be appointed by the Committee for such term, at such remuneration and upon such conditions as it thinks fit, and any Secretary so appointed may be removed by the Committee.

34 Borrowing Powers
With the sanction of a General Meeting of the Club the Committee may exercise all the powers of the Club to borrow money and to mortgage or charge the Club's undertaking and property or any part thereof, and to issue such security for any debt liability or obligation of the Club or of any third party as it thinks fit.

35 General Meetings
The Club shall in each year hold a General Meeting as its Annual General Meeting in addition to any other General Meeting and shall specify the Annual General Meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one Annual General Meeting of the Club and that of the next. The Annual General Meeting shall normally be held in the month of April or May, upon such date and at such time and place as shall be determined by the Committee. All General Meetings of the Club other than Annual General Meetings shall be called Extraordinary General Meetings. The Committee may whenever it thinks fit, and shall upon receipt of a requisition made in writing by not fewer than thirty Members, convene an Extraordinary General Meeting provided that the purposes for which such Meeting is called are clearly set out in the said requisition and in the notices convening the Meeting. All General Meetings shall be convened by a notice giving at least 21 days notice of such Meeting and of the business to be transacted thereat. Such notices shall be provided to every Member and additionally shall be posted on the Notice Board of the Club. Any Member desiring to propose a special resolution at an Annual General Meeting shall give notice thereof to the Secretary by 1st March.
 
36 Proceedings at General Meetings
No business shall be transacted at any General Meeting unless a quorum of not fewer than 20 Members is present in person (including by proxy) when the Meeting proceeds to business. If within 15 minutes from the time appointed for the Meeting a quorum is not present, the Meeting, if convened upon the requisition of Members, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same time and place, and if at the adjourned Meeting a quorum is not present within 15 minutes from the time appointed for the Meeting the Members present shall be a quorum. The Chairman shall preside as Chairman at every General Meeting of the Club, but if he or she shall not be present within 15 minutes after the time appointed for the holding of the Meeting, or if he or she is unwilling to act the Vice-Chairman, shall preside, but if neither of them is present or willing to act, the Members present shall elect one of their number to be Chairman of the Meeting. The Chairman of the Meeting shall have a second or casting vote in the case of an equality of votes.
All business shall be deemed special that is transacted at (a) any Extraordinary General Meeting and (b) an Annual General Meeting with the exception of the consideration of the accounts, balance sheets, the ordinary report of the Committee, the election of Members to the Committee in the place of those retiring and the election and the fixing of the remuneration of the auditors.

Every Member is entitled to one vote and may exercise that vote in person at the General Meeting or by sending a proxy vote to the Secretary three working days before the General Meeting.
 
Save as provided by Rules 25 and 40, at any General Meeting of the Club, a resolution put to the vote of the Meeting shall be decided on a simple majority of all Members’ votes.
 
Proxy papers shall be provided to every Member with the notice calling the Meeting and must be returned to the Secretary three working days in advance of the Meeting. The Chairman at the Meeting shall declare in respect of each resolution the number and voting of received proxies.
 
37 Financial Year
The financial year of the Club shall end on 31st December in each year unless otherwise determined by the Club in General Meeting.

38 Accounts and Audit
The Committee shall be responsible for the keeping of adequate accounts (as defined by the Companies Act) and the accounts shall as soon as practicable after the end of each financial year be audited by one or more auditors qualified in accordance with the Companies Act. A vacancy occurring in the office of auditor during the year shall be filled by the Committee. A copy of the Annual Accounts and Auditor's Report shall be provided to every Member not less than 21 days before the Annual General Meeting
 
39 Disciplining of Members
The Committee at any time may serve a written notice upon any Member specifying behaviour of such Member which is considered to be detrimental to the reputation or best interest of the Club. Such notice shall also specify the date, time and place of a meeting of the Committee, whether or not specially convened for the purpose (being not less than fourteen days nor more than twenty eight days after the service of such notice), at which the Member concerned shall be given a reasonable opportunity to be heard. A quorum of the Committee for this purpose shall be 3 persons (including the Vice Chairman or, in their absence, a Head of Sub Committee). After the Member shall have been heard or, they fail to appear within thirty minutes of the time appointed, the Committee by resolution passed by a majority, over 50% of those present, with the Vice Chairman or nominated representative having a casting vote, may: (a) expel such Member from the Club; or (b) impose a fine up to the then current amount of one year’s subscription for a Town Member paying the highest rate of subscription, which is payable within fourteen days of the decision or administer a formal reprimand or warning and shall inform the Member of such resolution as soon as possible. The Member may (within fourteen days of such resolution) make an appeal in writing against such decision to The Club Chairman, or in their absence, the Vice Chairman (assuming the Vice Chairman has not sat on the original quorum), who will consider all aspects of the process before giving a final and binding decision within fourteen days. No part of the annual subscription for the then current year paid by a Member, whose membership is terminated or ceases as aforesaid, shall be refundable.

40 Amendment of Rules
These Rules may be added to amended or repealed by Special Resolution passed at a duly convened General Meeting of the Club called for that purpose and no change shall be effective unless the appropriate resolution is passed by a majority of not fewer than two-thirds of the Members voting (including votes by proxy).
 
41 Dissolution of Club
If at any General Meeting a resolution for the dissolution of the Club shall be passed by a majority of the Members present in person or by proxy, and such resolution shall at an Extraordinary General Meeting held not less than one month thereafter, at which not fewer than one hundred of the Members shall be present in person or by proxy, be confirmed by a resolution passed by a majority of two-thirds of the Members voting thereon in person or by proxy, the Committee shall thereupon or at such future date as shall be specified in such resolution proceed to close the Club and thereafter take such steps as may be necessary to wind up the Club Trust and deal with its property in conformity with the provisions of the Memorandum and Articles of Association.
 
­42 Delivery of Documents
Notices of General Meetings, Annual Accounts, ballot and proxy papers and any other documents requiring to be provided to Members may be sent by post, in electronic form or via the Club website. Documents despatched by post will be sent to the most recent address provided by the Member. Documents may be provided in electronic form or via the Club website, unless the Member has indicated that this would not be acceptable, and where the Committee is satisfied, in the case of a ballot or proxy vote, that the integrity and confidentiality of the vote can be maintained.