1.1 The Name of the Club shall be The Bristol Exploration Club Limited hereinafter referred to as the Club.
2 Objects and powers
2.1 The Objects of the Club shall be to:
2.1.1 conduct and promote the sport and science of caving by conducting scientific investigations, providing facilities for the support of caving discovery and exploration underground, rock-climbing, hill walking, and like pursuits;
2.1.2 publicise the activities of the Club, promote and encourage technical and scientific developments within the field of its activities.
2.2 The Club shall have the power to do anything which appears to it to be necessary or desirable in pursuing its objects. In particular, it may acquire and dispose of property, enter into contracts, accept gifts of property, and employ staff.
3.1 The Club controls access to St Cuthbert’s Swallet for the purposes of cave conservation, whilst allowing reasonable access for interested and responsible experienced cavers. The Club undertakes this conservation through an approved Cave Conservation Plan agreed and signed with Natural England in August 2015. Any changes to this plan will require approval from both seventy-five percent of the Club’s Membership who have cast their vote and Natural England or its successors.
3.2 The Club owns land adjacent to the Belfry Site which is known as St Cuthbert’s Reserve. This land is designated in two Sites of Special Scientific Interest (Priddy Pools SSSI and Priddy Caves SSSI). A major part of the land is also designated as a Scheduled Monument (Entry 1421084) in respect of St Cuthbert’s Leadworks. The Club is committed to upholding the requirements of the above designations.
4 Registered office
4.1 The Registered Office of the Club shall be at ‘The Belfry’, Wells Road, Priddy, Wells, BA5 3AU or at such other location in the United Kingdom as the Committee may from time to time determine. Notice of any change in the situation of the Registered Office shall be given by the Secretary to the Financial Conduct Authority (or any successor organisation) within fourteen days after the change.
5.1 The Club shall have the following categories of Member:
- Ordinary Member – this is the standard membership.
- Life Member – on an application after five full years membership.
- Honorary Life Member – anyone who has performed outstanding services for the Club and is voted as such at a General Meeting.
- Probationary Member – anyone who has not completed at least twelve calendar months membership and has not been ratified.
5.2 All Members shall have one vote regardless of which category of membership they are part of.
5.3 Members shall be over the age of 16 years.
5.4 Members shall pay an annual subscription.
5.5 Applications for membership shall be made in writing including a proposal and seconding by existing Members of the Club to the Secretary on the approved form and shall be heard by the Committee at the meeting following the application.
The Committee shall have full discretion to deal with applications in any way that they see fit including deferral of decision to the second meeting after receipt of application, providing the prospective Member is kept fully informed of all decisions made concerning their application. No reason need be given for any decisions made and decisions shall be arrived at by a simple majority of the Committee.
On acceptance the Member will pay a proportion of the annual subscription based on the number of full months’ membership to be enjoyed before the end of the Club Year.
5.6 Probationary Members will be considered for ratification by the Committee after completing twelve consecutive calendar months’ membership.
5.7 The Club Membership Year shall run from October 1st.
5.8 The subscription rates will be determined by the Annual General Meeting.
5.9 A Member may retire from the Club at any time by giving notice in writing to the Secretary. Retirement will become effective at the end of the Club year in which notice is received.
5.10 This Club does not tolerate:
- the use or possession of illegal drugs on the Club premises.
- bullying, intimidating, threatening or violent behaviour.
Contravention of this shall lead to expulsion from the Club.
5.11 If a Member engages in conduct deemed by the Committee to be a breach of these Rules and/or any byelaws and/or contrary to the interests of the good running of the Club, then notice in writing shall be given to the Member informing them of the Committee’s concern. Not less than twenty-one days later and on a date stipulated in the notice, the Committee shall consider the concern, giving the Member a chance to attend the Committee meeting and make representations on their behalf. Non-attendance by the Member at the meeting will not prevent the Committee from reaching any decision and will imply definitive acceptance by the Member of the outcome. If the conduct is deemed serious enough the Committee may by resolution expel or suspend the Member from the Club. The expelled or suspended person has the right of appeal to a General Meeting.
5.12 A Member shall cease to be a Member in the event that they have not paid their subscription for the then current Membership Year by 30th November.
5.13 A register of current Members shall be kept by the Membership Secretary at all times, and it shall be the duty of each individual Member to inform the Membership Secretary in writing of any change of details. All Club notices shall be deemed properly served if sent in the ordinary course of post, electronically or delivered by hand to the Member’s current recorded address.
5.14 The Club may have Temporary Associates, who may participate in the activities of the Club and use its amenities for a duration defined by the British Caving Association. For the avoidance of doubt, Temporary Associates are not members of the Club, and have no voting rights, shall not receive Club publications, must pay normal Hut Guest rates, and shall have no other rights or privileges, except as decided by the Committee. The Temporary Associates may have to pay a fee to cover this expense.
6 Meetings, voting, changes to rules
Annual and Extraordinary General Meetings
6.1 The Annual General Meeting shall be held on the first Saturday in October (unless exceptional circumstances occur) at the Belfry or other convenient location. Notice will be sent to every Member on the register at least twenty-eight days before the date set for the meeting.
6.2 The Agenda for the Meeting including proposed motions shall be circulated to Members not less than fourteen days before the Meeting. A full report of all General Meetings, including minutes and attendance figures, shall be supplied to all Members.
6.3 Extraordinary General Meetings may be called on a resolution of Committee or General Meeting, or on fifteen Members giving written notice to the Secretary of their wish to call such a meeting and the nature of the business to be discussed. The Secretary will give at least fourteen days’ notice containing full details of Extraordinary General Meetings to all Members and the meeting will be held within six weeks of the Secretary being given notice.
6.4 The accidental omission to give notice of any meeting, or the non-receipt of such notice by any Member, shall not invalidate any resolution passed or the proceedings at any meeting.
6.5 The quorum at any General Meeting of the Club shall consist of thirty Members or twenty five percent of the membership whichever is the lesser. No business shall be transacted without a quorum.
6.6 A Chairperson shall be elected on a show of hands at the beginning of each meeting. Each resolution at any meeting shall be treated as a separate entity distinct from all other resolutions and shall be decided on a show of hands. Each Member of the Club present shall have one vote.
6.7 Electronic and written voting will be accepted in advance for important resolutions as agreed by the committee.
6.8 At Annual General Meetings resolutions must be proposed in writing and seconded and shall be handed to the Chair at the time fixed for Members’ resolutions. In the event of a tie in voting on any resolution, the Chairperson shall have a casting vote.
6.9 A resolution in writing may be submitted by a Member, whether or not present at the meeting, as can an amendment to the business of Extraordinary General Meetings. The Chairperson will read out the written views of a Member on any particular resolution.
6.10 Only Members may attend a General Meeting of the Club unless otherwise instructed by the membership or the Committee.
6.11 Subject to these Rules and the provisions of the Act, the Committee manages the affairs of the Club and may exercise all of its powers.
6.12 The Committee’s powers include (but are not limited to) the management of the necessary expenses and receipts of the Club. The members of the Committee will at all times act in the bona fide interests of the Club. Full information will be available to the membership at all reasonable times.
6.13 A necessary quorum for transaction of business shall be five.
6.14 At Committee Meetings the committee Members shall elect from amongst themselves a Chair.
6.15 Meetings will be held on the first Friday of each month – or other time decided to be convenient to all Members – not more than two months shall lapse between successive meetings.
6.16 Committee meeting resolutions shall be decided by simple majority, the Chair having a casting vote in the event of a tie.
6.17 If notice is not given to any Committee member of a meeting, then all business transacted at that meeting shall be voidable at a General Meeting specially called within 3 months of the Committee Meeting.
6.18 All written communications addressed to the Committee shall be read out at the first Committee Meeting after receipt. If required, a reply will be sent within fourteen days of that meeting.
6.19 The attendance of non-committee members may be required for evidential purposes from time to time.
6.20 Only Committee Members shall have a vote on Committee resolutions.
6.21 Sub-committees may be established to research specified terms of reference at any time on a majority vote of the Committee or of a General Meeting. The results of such research shall be construed as evidential only and will not directly dictate the business of the Club, nor will any decision of a Sub-committee be binding on the membership before they are given a chance to vote on the terms of reference.
Changes to Rules and Byelaws
6.22 Notice of any motion to amend the Rules of the Club must be received by the Secretary, proposed and seconded in writing, at least six weeks before the General Meeting at which the motion will be considered and must be fully included in the notice of the meeting. Subject to the requirements of the Act, no such motion shall be deemed carried unless it is carried by a majority of at least seventy five percent of the Members who have cast their vote. Whether digitally, by paper, or by those Members present at the meeting.
6.23 Any change of the Rules must be registered by the Financial Conduct Authority (FCA) (or any successor organisation) before they come into force.
6.24 Byelaws for the good conduct of the affairs of the Club may from time to time be made, altered, or repealed by the Committee or the Club in a General Meeting, provided that such Byelaws are consistent with these Rules.
6.25 All Members of the Club shall be bound by and submit to the Rules and Byelaws of the Club and the ruling of the Committee shall be final on any matter not provided for in the Club Rules and Byelaws.
7 Committee and Officers
7.1 The number of Members on the Committee shall not be less than eight and not more than fifteen.
7.2 Only Members of the Club can serve on the Committee. The Committee may appoint Members to fill casual vacancies only until such a time as the appointment can be confirmed by any General Meeting.
7.3 No Member on a committee of another club of similar aims is eligible to hold office on the Committee.
7.4 None of the Officers nor elected members of the Committee shall be entitled to any remuneration for their service, though they shall be entitled to be reimbursed any out-of-pocket expenses properly incurred on behalf of the Club subject to the Committee’s discretion.
7.5 The Committee shall be elected annually. The Secretary shall request nominations for the Committee during July. The members of the existing Committee being nominated automatically unless they give contrary notice. Additional nominations, which must be seconded in writing, must be received by the Secretary by the end of the second week of September. Where more than nine nominations are received, ballot forms will be sent to every existing Member of the Club at least fourteen days before the Annual General Meeting with the notification of details of the Annual General Meeting. Each Member will be entitled to vote for a maximum of nine candidates.
7.6 In the event that the Secretary receives less than eight nominations by the end of the second week of September, providing she/he has given written notice to all Members no less than seven days before the Annual General Meeting, the Secretary may ask the Chair to accept nominations from the floor of the meeting. Any nominations must be seconded. The candidates shall include those Members nominated from the floor, plus any nominations notified as in 7.5 and voting will be by a ‘method acceptable to the meeting’.
7.7 Completed ballot forms, signed by the Member and including their membership number where known, shall be returned to the Secretary either in person or by post and may reach the Secretary at any time up to, and including, the time fixed for the start of the Annual General Meeting, at which time the Chair shall call for Members’ ballot papers. The Chair shall then call for ‘tellers’ to be appointed by the meeting, none of whom shall be one of the candidates for the election. The Chair shall announce the result of the ballot at some time during the meeting when the tellers have completed their count of votes. Three such tellers shall be appointed. The Chair shall declare the first nine candidates, in order of the number of votes received, elected.
7.8 At the Annual General Meeting those present will vote by a show of hands for the following Honorary Offices to be filled by the voted-in members of the Committee: Secretary, Treasurer, Caving Secretary, Tackle Warden, Hut Warden, Hut Engineer, Belfry Bulletin Editor, and Membership Secretary. No Member shall hold more than two offices, and assistants to any of these officers may be voted in by the Committee from time to time. Members of the old Committee will continue to act until the first meeting after the Annual General Meeting when all powers will be handed over to the new Committee.
7.9 If a member of the Committee is guilty of a serious failure to undertake his duties or to uphold the best interests of the Club, the other members of the Committee may consider a motion to dismiss that member. A simple majority vote will decide the outcome, and no reasons may be given unless challenged by a General Meeting, when reasons for dismissal may be given.
7.10 At the Annual General Meeting the following officers shall be elected: Librarian, Archivist.
7.11 Members may hold more than one office, and assistants to any of these officers may be voted in by the Committee from time to time.
8.1 The capital of the Club shall consist of shares of the value of five pence each.
8.2 Each Member of the Club shall be allotted one share.
8.3 Five pence of the subscription then next paid by each Member shall be applied in paying up the same in full.
8.4 No Member shall hold more than one share, and no person who is not a Member shall be issued with a share. No share certificate shall be issued.
8.5 If a share is allotted to an Honorary Member such share shall be credited as fully paid by way of a capitalisation of any profits or the reserves of the Club and the Committee shall have power to take all steps necessary to give effect to this Rule.
8.6 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 be deemed to have resigned from the Club as from the date of such transfer or attempted transfer.
8.7 The share of a Member that holds a share 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.
8.8 In the event of their death a person shall cease to be a Member, their share shall be cancelled, and the amount paid up on that share shall become the property of the Club. The following makes provisions for representatives and nominees taking into account the provisions of these Rules:
8.8.1 the Act provides that a Member may nominate a person or persons to whom property in the Club at the time of his/ her death shall be transferred. As any such share will have been cancelled, no person so nominated under the Act shall be entitled to any property of that Member on their death; and
8.8.2 no property shall be capable of transfer to any personal representative of a deceased Shareholder.
8.9 Upon a claim being made by a trustee in bankruptcy of a bankrupt Member to the share held by that Member, the Club shall transfer such share to which the trustee in bankruptcy is entitled and as the trustee in bankruptcy may direct them.
9 Borrowing and Investment
9.1 The Club shall have the power to do anything which appears to it to be necessary or desirable in pursuing its objectives.
9.2 The Club may invest funds in furtherance of the objects of the Club, including forming or participating in forming bodies corporate, or otherwise acquiring membership of bodies corporate. The Committee has the authority to decide this action based on a simple majority.
9.3 The Club may borrow money in pursuing its objectives, subject to a limit of £100,000.
10.1 The provisions of the Act relating to the appointment, powers, rights, remuneration, responsibilities, and duties of the Auditors shall be complied with.
10.2 The Members shall vote annually, as allowed by section 84 of the Act, to have, when necessary in law or where the membership requires:
10.2.1 an audit carried out by a qualified auditor;
10.2.2 an audit carried out by two or more lay auditors;
10.2.3 a report by a qualified auditor; or
10.2.4 unaudited accounts, where the conditions for such exist.
10.3 If a full audit or a report is required, a person who is a qualified auditor under section 91 of the Act shall be appointed. The qualified or lay auditors, if so appointed, shall not be officers or servants of the Club and nor shall they be partners of, or in the employment of, or employ, an officer or servant of the Club. Lay auditors shall be chosen by the Committee from the Membership and/or others.
10.4 If the membership vote for unaudited accounts, the Club’s income/expenditure ledger shall be scrutinised by the Secretary and Committee members only and signed, as a true record, by the Secretary and two Committee members or any other number as may be required by legislation. An income/expenditure report will be prepared to present to the Club’s members at each Annual General Meeting.
10.5 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.
11 Finance and Application of Profits
11.1 The Club’s financial year shall be 1st August to 31st July.
11.2 The Committee shall carry out all management duties in respect of the Club’s freehold property. There shall be no disposal of any Club assets unless such disposal has been authorised by a resolution carried at an Annual General Meeting or Extraordinary General Meeting of the Club by a majority of at least seventy-five percent of the Club’s Membership who have cast their vote. Whether digitally, by paper, or by those Members present at the meeting. For the purposes of this Rule, “disposal” means any gift, sale, lease, mortgage, charge, exchange, permanent loan or dedication. This Rule shall not apply to the disposal of any asset or collection of assets lower than five thousand pounds (£5000).
11.3 Any trading surplus or assets shall be retained for the furtherance of the objects of the Club and there shall be no distribution of any trading surplus or assets to the Members or third parties. The Club’s Committee may make donations, not exceeding five hundred pounds (£500) in any one instance, to organisations with similar objectives or to support local community organisations.
11.4 The Club will make an annual return to the FCA (or such successor organisation) as required by the Act. The Club will supply a copy of the last annual return with all supporting documents to any Member on request and without charge.
11.5 An annual income and expenditure account will be available at the Annual General Meeting.
12.1 The Club does not have a common seal.
13 Dissolution of the Club
13.1 The Club may be dissolved by the consent of three-quarters of the Members who sign an instrument of dissolution in the directed form or by winding-up in the manner provided by the Act.
13.2 A duly appointed receiver or manager of the whole or part of the Club’s assets may assume such powers of the Committee as they consider necessary to carry out their duties under the instrument of appointment.
13.3 On the winding up or dissolution of the Club, after the satisfaction of all its debts and liabilities, any assets or funds whatsoever remaining must be applied by transfer to one or more bodies with the same or similar objects as the Club or where no such bodies exist, to another body or bodies established for exclusively charitable purposes with functions the same as or similar to the functions of the Club. Upon the payment of such monies and transfer of such assets the Club shall be dissolved.
13.4 No funds or part of any funds remaining after satisfaction of all debts and liabilities may be distributed to Members of the Club. This provision may not be altered or rescinded.
14.1 Officers and Members of the Committee who act honestly and in good faith will not have to meet out of their personal resources any personal civil liability which is incurred in the execution or purported execution of their functions. Any such action brought against an Officer or Committee Member will be defended by Bristol Exploration Club Limited.
14.2 The Club may purchase and maintain insurance against this liability for its own benefit and for the benefit of the Officers and the Committee.
15 Administrative Provisions
15.1 Anything done in good faith by any meeting of the Committee shall be valid,
15.2 The Club is to keep at its registered office:
15.2.1 a register of Members in which the Membership Secretary is to enter the names and addresses of the Members, where the Member has notified the Club of an electronic address for the purposes of receiving notices or documents, the electronic address and the purposes for which it has been notified, the date at which each person was entered in the register as a Member and the date at which any person ceased to be a Member and the details of the share held by each Member and of the amount paid or agreed to be considered as paid for that share;
15.2.2 a register of other assets in the Club in which the Treasurer is to enter whether in loans or loan stock held by each Member;
15.2.3 a duplicate register of Members containing the names and addresses of Members;
15.2.4 a register of the names and addresses of the Members of the Committee, the basis of their Membership of the Committee and the dates on which they assumed office;
15.2.5 a register of the holders of loan stock in which the Treasurer is to enter such particulars as the Committee direct and register all transfers of loan stock.
15.2.6 a register in which the Treasurer is to enter such particulars of all mortgages and charges on land of the Club as the Committee directs.
15.2.7 Subject to the provisions of the Act and the Data Protection Act 2018 (and any replacement or successor legislation) the registers to be maintained by the Club may be kept in electronic form.
15.2.8 The inclusion or omission of the name of any person from the original register of Members shall, in the absence of evidence to the contrary, be conclusive evidence that such person is or is not a Member of the Club.
15.2.9 The Club is to keep proper books of account with respect to its transactions and to its assets and liabilities in accordance with the Act.
15.2.10 Any notice required by these Rules to be given shall be given in writing or shall be given using electronic communications to an address for the time being notified for that purpose. “Address” in relation to electronic communications includes any number or address used for the purposes of such communications.
15.2.11 The registered name of the Club is to be displayed on the outside of the registered office and every other office. The registered name of the Club is also to be mentioned in legible characters in all business letters, notices, advertisements and other official publications bills of exchange, promissory notes, endorsements, cheques and orders for money or goods purporting to be signed by or on behalf of the Club bills, invoices, receipts, and letters of credit of the Club.
15.3 The Club is registered under the Co‐operative and Community Benefit Societies Act 2014. (referred to as “the Act” in these Rules). Any references to the Act include reference to any statutory re-enactment and/or modification.
15.4 Notwithstanding the other provisions of these Rules:
15.4.1 all persons who are Members of the unincorporated association known as the Bristol Exploration Club at the date of the registration of the Club by the FCA shall automatically become Members of the Club on that date. In the event of any uncertainty or disagreement over the category of Membership that a Member of the unincorporated association known as the Bristol Exploration Club should be part of, the decision of the Committee shall be final; and
15.4.2 until the first Annual General Meeting those persons who were officers and/or members of the committee of management of the unincorporated association known as the Bristol Exploration Club at the date of the registration of the Club by the FCA shall be the members of the Committee. At the first Annual General Meeting the Committee shall be elected in accordance with these Rules.
Member 1 (Estelle Sandford)
Member 2 (Laura Benn)
Member 3 (Babs Williams)
Secretary (Babs Williams)
|Author / Team
|Official submission to FCA via Trowers & Hamlins LLP
Approved: 1st August 2022