The 1 in 12 Club Constitution
BackgroundThe 1 in 12 Club started in 1981, evolving from the local Claimants Union. Originally the Club organised social events in various local pubs and clubs. There was no need for a Constitution at that time - the Club was run by its members at weekly meetings held in local pubs (traditionally on a Sunday).
However, when the decision was made to go for a building of our own, we had to face up to the legal requirements of running a Club that sold alcohol. There were 3 legal models available:
(edit 2009 - some slight changes to the law since 1986 but the end result is the same)
1) A "public" bar. It's hard to get new public licenses and the decision to allow such by the council and the magistrates is at their discretion. Also the cops have automatic access at all times. A non-starter really.
2) A private "proprietary" club. Which has members but is owned and controlled by an individual or company (like Arthur Daley's club). Not for us.
3) A private members club owned and run by its members. Providing that certain legal requirements are met, then the "licence" (technically a "Registration Certificate") cannot be refused! Also, the cops have no automatic right of entry to such a club. This is the law under which traditional Working Mens Clubs operate. The basic idea is that, since the club and all its assets, including the booze, are already owned by the members, then no booze is technically sold to them. Hence no public licence is needed. However, the specific legal requirements that have to be met are quite strict. This is the option we chose.
We originally knew nothing about these matters. However, a couple of books, essentially DIY Club guides, were obtained from the "Club and Institute Union". This is the association to which most working mens clubs affiliate and although, as an organisation, they are reactionary and sexist, these books are very useful. The books, "500 points in Club law" and "Club bookkeeping and financial control" cost around £11 each (1995 prices) and can be bought from the CIU (tel: 0171 2260221). These gave us the background info on the law we needed, plus the outline of a standard Club constitution which we could adapt for ourselves. This we completed in 1987.
There was, as expected, trouble with the cops who opposed our initial attempts to get our "Registration Certificate", claiming we weren't going to be a "bona fide members club". In the end a face to face meeting resolved the problems and we were granted our Registration Certificate by local magistrates in May 1988 and the Club building opened for business that month. This certificate has to be renewed periodically (initially after 1 year, later every 5 years).
In 1991 we took out a loan with Sam Smiths brewery for £12,500. They insisted on changes to the constitution to ensure that, if the Club went bust, they got first crack at any assets. These changes were finally approved in February 1995, giving the current constitution.
How the Club runs in practice.The 1 in 12 Club is 2 separate things; firstly and most importantly it is a group of people who work together to promote certain political ideals and social change; secondly it is a building housing a members social club. The constitution was brought into being to deal with this second function, but at the same time remain true to the first.
The Constitution actually plays no noticeable part in the real life of the Club - it's essentially a legal document that sets out the bottom line legal position and safeguards members legal rights with regard to the Club and its physical assets.
The day to day affairs of the Club are managed by the bar stewards and active Club members and volunteers. The running of the Club is controlled by the weekly "Sunday" meetings (the "General Committee" in the constitution). This is where all the important (and often trivial) business is discussed and decisions are taken. All members are welcome to these meetings.
Once a month the "Bar Collective" (aka "The staff & Finance Committee") meets, made up of those members elected at the Annual General Meeting, the bar workers and any other interested members. This concentrates on employment and financial matters and reports to the following Sunday meeting with any recommendations.
In the future things may change. The building could close (if we went bust, for instance) but the 1 in 12 Club could continue in its primary form - that group of like-minded people with a common cause. The constitution would then become irrelevant. Or the Club could increasingly focus on the social and business side of its affairs and loose its political edge. This has been the fate of most "working mens" clubs, many which started with overtly political aims. Balancing both objectives is the difficult bit. In the end it is the membership who will decide what happens.
RULES AND CONSTITUTION OF THE 1 IN 12 CLUB
In this section is the actual constitution. Some of it is worded in "legalese", particularly the later additions added by solicitors. However, notes to each section at the end hopefully will explain what each bit is about. This is based on a standard working mens club constitution, and most of these sections are necessary to meet certain legal requirements.
RULES AND CONSTITUTION OF THE 1 IN 12 CLUB
1. Name and Address.The name of the Club shall be the One In Twelve Club. The Club premises shall be situated at 21/23 Albion Street, Bradford.
2. Objects.The Objects of the Club are to promote good fellowship, entertainment and social intercourse for the benefit of its members and to provide a place where suitable refreshments and amenities are made available and to foster the principles of mutual aid, self-management and co-operation.
3. Constitution.The Club is a members club. The Club premises shall be at 21/23 Albion Street, Bradford. Membership of the Club shall be open to people of both sexes. Every member of the Club shall, subject to these Rules and bylaws for the time being in force, be entitled to use and enjoy in common with other members of the Club, the Club premises and facilities therein, but shall not by his or her membership be under any financial liability except for payment of his or her annual subscription.
4. Admission of members.Every candidate for membership shall be proposed and seconded by members of the Club. His or her full name and address shall be prominently exhibited in the Club premises in a part frequented by the members for a period of at least three days before his or her election as a member. Members shall be elected by the General Committee. Until the candidate is elected as a member he or she shall not be entitled to any of the privileges of the Club. Membership shall be deemed to commence on the receipt by the candidate of a membership card and the payment of his or her annual subscription provided that at least three days have passed since the application was first submitted and the application was approved by the General Committee. The General Committee shall have the power to refuse to elect persons to the membership.
5. Management.The management of the Club shall be entrusted to a General Committee consisting of the Chair, Secretary, Treasurer and up to 8 other members of the Club elected annually at the Annual General Meeting. All members of the General Committee shall be eligible for re-election. The General Committee shall meet not less than once a fortnight. All interested members are entitled to attend General Committee meetings. The agenda for General Committee meetings, along with all relevant information, shall be posted visibly in the Club premises two days before the relevant General Committee meeting. The Secretary shall make available all documents, accounts and similar items relating to the running of the Club to any member on request. The quorum for a General Committee meeting shall be not less than 50% of the elected officers.
6. Trustees.There shall be not more than four nor less than two Trustees of the Club to be appointed by the General Committee and the property of the Club (other than monies in the charge of the Treasurer) shall be vested in them to be dealt with by them as the General Committee shall from time to time direct by Resolution (of which an entry in the minute book of the General Committee shall be conclusive evidence). The Trustees shall be indemnified against risk and expense out of the Club's property. The Trustees shall hold office until death or resignation or until removed from office by a resolution of the General Committee who may for any reason which may seem sufficient to a majority of them present and voting at any meeting remove any Trustee or Trustees from the office of Trustee. Where by reason of any death, resignation or removal it shall appear necessary to the General Committee that a new Trustee or Trustees shall be appointed or if the General Committee shall deem it expedient to appoint an additional Trustee or additional Trustees the General Committee shall by resolution nominate the person or persons to be appointed new Trustee or Trustees. For the purpose giving effect to such nomination the Chair is hereby nominated as the person to appoint new Trustees of the Club within the meaning of Section 6 of the Trustees Act 1925 and shall by Deed duly appoint the person or persons so nominated by the General Committee as the new Trustee or Trustees of the Club and the provisions of the Trustees Act 1925 shall apply to any such appointment. Any statement of fact in any such Deed of Appointment shall in favour of a person dealing bona fide and for value with the Club or the General Committee be conclusive evidence of the fact so stated.
7. Borrowing Powers.If at any time the Club in General Meeting shall pass a resolution authorising the General Committee to borrow money the Committee shall be empowered to borrow for the purposes of the Club such amount of money either at one time or from time to time and at such rate of interest and in such form and manner and upon such security as shall be specified in such resolution and the Trustees shall at the direction of the General Committee make all such dispositions of the Club property or any part of the Club property and enter into such arrangements in relation to the Club property as the General Committee shall deem proper for giving security for such loans and interest. All members of the Club whether voting on such resolution or not and all persons becoming members of the Club after the passing of such resolution shall be deemed to have assented to the resolution as if they had voted in favour of it.
8. Purchase and Supply of Liquor .The purchase for the Club and the supply by the Club of intoxicating liquor shall be in the absolute discretion of a Sub- Committee (known as "the Bar Collective") of not less than four members elected by the Annual General Meeting. The Bar Collective shall arrange for the purchase of intoxicating liquors on behalf of the Club and for the supply thereof to members at prices to be, as far as possible, equivalent to the normal retailing price prevailing in the district. The Bar Collective shall keep an account of all purchases and receipts and shall at every Annual General Meeting, present a record, report and financial statement for the preceding year. In the event of any member for any reason ceasing to be a member of the General Committee he or she shall automatically cease to be a member of the Bar Collective and another member of the General Committee shall be appointed in his or her place. The Bar Collective shall in no way be restricted in freedom of purchase.
9. Casual VacanciesThe General Committee shall have power at any time and from time to time to fill any casual vacancy among the Officers and the General Committee. Any Officer or member of the General Committee so appointed shall hold office only until the next following Annual General Meeting but shall then be eligible for re- election.
10. SubscriptionsThe annual subscription for members shall be decided by the membership at the Annual General Meeting. Annual subscriptions shall be due and payable by new members on application for membership, and by existing members on a date to be set at the Annual General Meeting. The Secretary shall post a notice in a prominent place in the Club premises stating that the subscriptions are due. The General Committee may terminate the membership of any person who fails to pay his or her subscription by the said date.
11. CommissionNo person shall at any time be entitled to receive at the expense of the Club or of any member of the Club any commission, percentage or similar payment on or with reference to purchases of intoxicating liquor by the Club; nor shall any person directly or indirectly derive any pecuniary benefit from the supply of intoxicating liquor by or on behalf of the Club to members or guests apart from any benefit accruing to the Club as a whole and apart also from any benefit which a person derives indirectly by reason of the supply giving rise to or contributing to a general gain from the carrying on of the Club.
12. GuestsMembers may introduce guests to the Club and there shall be kept at the Club premises a visitors book in which both the member and the guest shall sign. The member introducing the guest must accompany him or her and shall be responsible for his or her guest strictly observing the Club rules. No member can introduce more than two guests on one day and no single guest may be introduced more than six times in any one year. Guests may not purchase intoxicating liquor in the Club. The General Committee may suspend or terminate the membership of any member who, in the opinion of the General Committee takes undue advantage of this privilege to the detriment of the Club. No person whose membership has been previously terminated under the Rules of the Club shall at any time be introduced as a Guest.
13. Application of ProfitNo money or property of the Club or any gain arising from the carrying on of the Club shall be applied otherwise than for the benefit of the Club as a whole or for the furtherance of the objects of the Club in accordance with these Rules and statutory regulations.
14. AccountsFull accounts of the financial affairs of the Club duly audited by the Auditors of the Club shall be made available to every member when notice convening the Annual General Meeting is given.
15. ByelawsThe General Committee may from time to time make, vary or revoke byelaws (not inconsistent with these rules) for the regulation of the internal affairs of the Club and the conduct of members. All byelaws shall be binding on the members.
16. General MeetingsAn Annual General Meeting of the Club shall be held at least once in each year. The Annual General Meeting shall be no more than fourteen months after the previous Annual General Meeting. The business transacted at the Annual General Meeting shall include the presentation of the audited accounts, the election of Officers namely the Secretary, Chair, Treasurer, Bar Collective and any other Officers of the Club for a period of twelve months and any other business, notice of which has been given to the Secretary in writing and posted by the Secretary on the appropriate Club notice board. Special General Meetings may be called by the Secretary if summoned to do so by no fewer than ten members or one fifth of the membership of the Club, whichever shall be the fewer. The Secretary shall give not less than two weeks notice of such meeting to be displayed on the Club notice board. A Special General Meeting shall have the power to remove officers from office and to elect officers as and when considered necessary.
17. VotingAt all meetings of the Club each member shall have one vote. The Chair shall preside at all meetings of the Club but if he or she shall not be present the members present shall choose one of their number to chair the meeting.
18. Conduct of MembersThe General Committee shall have power to expel any member who shall offend against the Rules of the Club or whose conduct shall in the opinion of the General Committee render him or her unfit for membership of the Club. Any person whose membership is terminated shall immediately be excluded from the Club premises and shall have no claim against the Club, the General Committee, or any member thereof. Any member whose membership is terminated shall not re-apply for membership within twelve months of such termination.
19. Associate MembershipThe General Committee may grant associate membership to any registered or licensed club created for the same purpose as the Club at their discretion. Associated members may use and enjoy the Club premises and facilities and will be subject to all Club Rules and regulations but will have no voting rights, may not introduce guests, and may not make use of this facility on more than six occasions in any one year.
20. Modification of RulesNo alteration or addition to these Rules shall be made except by resolution carried by a majority of at least two thirds of the members present at a General Meeting, notice of which shall have contained particulars of the proposed alteration or addition. The Secretary shall as soon as possible and in any case within 28 days of the making of any such alteration or addition to these Rules give written notice of such alteration or addition to the Chief Officer of the Police and to the proper Officer of the Local Authority of the District in which the Club is situated.
21. DisputesAny disputes arising out of or not covered by these rules or by bye-laws shall be referred to the General Committee whose decision shall be final.
22. DissolutionThe Club shall be dissolved upon a vote of not less than a three quarter majority of all voting members present at a Special General Meeting called by the Secretary in accordance with the Club Rules. Upon dissolution the property of the Club shall vest in the Trustees who shall take the necessary steps to distribute the Club property. All such property remaining after the satisfaction in full of all debts incurred by the Club prior to the dissolution shall be held in trust by the Trustees until such a time as another Club is formed in the district with similar objectives.
Notes4. Members. As a members club only "bona fide" members are allowed to come in and buy alcohol. Also members cannot sign up and join on the spot - there has to be some gap (of several days) between them applying and them being accepted. None members can only be allowed access as guests (see section 12 ) and there are a lot of restrictions on this.
5. Management. The law demands that the "management" of the Club (particularly the bar) be done by "elected officers" whose names and addresses are given to the police! Although, in principle, it is possible to have the Club (excluding the bar) managed "by the membership as a whole", our original attempts to get this idea accepted by the cops resulted in total incomprehension and disbelief on their part. The management of the bar must be run by named, elected persons (see section 8), so it is just as easy to also have these named and elected persons comprise the "General committee", meeting every week (or however often), with the proviso that all other members can attend as well. Basically, named persons are required to carry the legal can should anything go wrong.
6 Trustees. Again, it is necessary to have named persons legally responsible for the assets of the Club - i.e. the building. If the Club goes bust then they handle the clubs assets with receivers, solicitors etc. They sign up for any loans on the Clubs behalf. In theory, they could have a personal liability if the Clubs assets don't cover the Clubs debts, but in practice this never happens. If in doubt choose trustees who don't own houses. This is one of the sections heavily beefed up on the demand of the brewery when we took out a loan with them, as was Section 7.
8. Liquor. Named, elected persons must be responsible for "the purchase and supply of Liquor". No way round this. Names and Addresses must be given to the cops and magistrates. Often the same people as elected for the general "management" of the Club as a whole (see section 5).
12. Guests. The cops can be very heavy on this point and will use this rule to try and disprove the Clubs "bona fides" if they are so inclined. Guests must be signed in and accompanied by a member at all times. The signing-in book must be available for the cops to scrutinise. Guests cannot themselves buy drinks - the member who signed them in must buy it for them. Obviously this particular rule doesn't happen much in practice in any Club and everyone knows it, but the law is the law, so you have been warned.
16. General Meetings. Necessary primarily for election of officers, but it is a good idea anyway to have a big gathering of the membership every now and then to discuss how things are going. Also, since control of the Club legally rests with elected officers, it is a good safeguard to make it fairly easy to "remove from office" any power crazed individuals who might try and take things over.
18. Expelling members. Members are occasionally expelled and it is important to have agreed quite clear procedures for handling this, as it can cause a lot of trouble. When a complaint against a member is made at the 1 in 12 Club, it is first raised at a Sunday meeting. If it is felt that the complaint may be justifiable, then the member against who the complaint is made is informed in writing and invited to another meeting to answer the complaint. There are a number of possible sanctions short of expulsion, but in the end the decision lies with the meeting.
19. Associate membership. This is optional but can be useful if you make an agreement with another similar Club. People then only need join I.
22. Dissolution. The cops will look closely at this as well. This version is pretty standard, but you could decide to give any remaining assets to the local cat sanctuary if you wish.