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Club Law and Management

by Philip Smith, Secretary of the A.C.C.

Q. Our Club Caterer has resigned and a member of our Committee is going to take over the franchise. Can they remain on the Committee as they are a paid up member of the Club or must they resign?

A. Strictly speaking, a Franchisee is not an employee and therefore the Club's Rule which refers to employees not being members will not apply. However, in my opinion it would be completely in order to ask the Committee member to resign from the Committee.
The reason for this advice is due to the conflict of interest which may occur between the Franchisee and the perception that they may be receiving preferential treatment over Club employees, such as the bar staff, who they will be working alongside.
At the very least, this Member could not participate in any voting or discussion relating to the franchise and I think it would be derimental to staff relations for a "fellow worker" to be on the Committee. Therefore, they should also not be entitled to partcipate in matters relating to any employment issue.
I am sure that the Committee, and in particular the Franchisee, will understand  precisely the point I am making, which has more to do with good management then technical references within the Rules. I wish the Franchisee success in this new role but I believe they will be more successful if, during their time as Franchisee, they are not involved with the management of the Club.

Q. Our Chairman has not been active for several months. He chose someone to be his Vice-Chairman a few months ago without consulting the rest of the Committee. The Committee would like a different Committee Member to chair the meetings. The question is the Chairman allowed to appoint a Vice-Chairman?

A. By reference to the Club's Rules, which are standard ACC model rules, in the absence of the Chairman at a Committee Meeting a Chairman shall be elected by the Meeting. The Club Chairman has no authority under the Rules to appoint a replacement in his absence. There is nothing to prevent the Chairman from proposing a Committee Member to Chair a meeting at which he will not be present, but equally there is nothing to prevent the Committee from rejecting this recommendation.
May I suggest that at your next Committee meeting the terms of the Club's Rules are noted and adhered to and that in the absence of the Club Chairman, a Chairman for the Meeting is elected. Such a person can be any Officer or Committee Member.

Q. We have our AGM coming up, and we usually have it in March but we have various members of the Committee on holiday, and I have proposed that we hold our AGM in April, is this a problem?

A. The Rules of all Clubs will normally provide the month in which the AGM is required to be held.
Under the terms of the old 1964 Licensing Act, it was a specific requirement that 15 months must not elapse between the dates of each AGM. The Licensing Act 2003 does not include this provision but specifically requires a General Meeting of Members to be held each year.
I can confirm that under exceptional circumstance it would be in order to move the AGM date to a subsequent month to that expressed in the Rule Book, for example, the accounts not being audited in time. However, I am not completely convinced that the absence of some Officers due to holiday commitments would constitute an exceptional circumstance. Therefore, in my opinion, the AGM should be held in the month which the rules specify.

Q. Last yeat the whole Committee resigned and a completely new Committee was elected. Who, when and how many Committee Members will be due for re-election this time?

A. Like most Clubs, the Rules of your Club provide that Committee Members retire in alternate years and in effect, serve a tenure of more than one year before being re-elected. If an election took place in order to determine who was elected to the Committee last year, then those with the highest number of votes should remain on the Committee to serve the full term, and those who were elected with fewer votes should stand down at the forth coming AGM, but will of course be elgible for re-election.
If no election was held and Members who were nominated we elected unopposed, then I would advise you to select Committee Members to stand down by drawing lots. Again, they will be eligible for re-election.
In both cases described above, you will be able to achieve a re-established sequence of retirement in order to reflect the requirement of your rules.

Q. At our last regular meeting, a Committee Member got very aggressive and verbally abused members of the committee.
I have written to the Committee member in question and have suggested that they tender their resignation. This approach has fallen on stony ground and I have received the committee member's reply clearly stating that he intends to return to the next meeting as "an elected member of the management committee".
Should the Committee call a Special General Meeting to request a 3/4th vote to remove the individual?

A. I am concerned to learn of the conduct of the Member in question. In my opinion he should be subject to disciplinary action. The Committee have the authority to expel, suspend for a fixed period or to reprimand any Member whose conduct is unacceptable under the rules.
A Member would not be permitted to act in this manner in the Club Bar and likewise a Committee Member or Officer cannot be permitted to act in such a manner at a meeting.
I would suggest you consider proposing that there is a complaint to answer and ask the Committee to agree that this person's membership facilities should be "withdrawn" until he is asked to appear before the Committee at a disciplinary hearing. At least seven days prior to this hearing he must have received a written notice summoning him to attend and giving a detailed statement of the allegations given against him. This should include everything he said in quotes, even the four letter words.
If, however, your Committee wish to go down the route that you have suggest than I confirm that this would be in order but in my view would be a long way around a problem which is likely to come back in the future.

Q. A member of over twenty years' standing resigned six years ago. Hew was also a very good committee member and recently re-applied for Membership. This was successful and membership has been granted. Can he stand in our elections for a Committee position this year as we feel he would once again be an asset to our Club?

A. I am afraid the member in question cannot stand for election at your AGM this year since he has not completed the required time qualification. I fully appreciate that he is a previous member of many years' standing, but the fact remains that there has been a break. Whilst some may be happy to turn a blind eye to this, I am sure there will be at least one Member of the Club who will not be.
As an alternative, may I suggest that if the full complement of Committee is not filled at the Meeting, or if a vacancy arises, that the Committee give consideration to either co-opting or appointing this person to the Committee as a casual vacancy. Interestingly, the qualification of Membership required for election does not apply in these cases.


Q. We have a vacancy caused by the retirement of our Chairman and the Officers would like out Treasurer to take on this responsibility after the AGM. Would it be possible for this member to hold both positions?

A. There is nothing to prevent the Treasurer from standing for both offices, but as your Club's Rules make clear if a member is elected to more than one position they much choose which office they wishes to fill. Therefore, should the Treasurer wish to stand for election to the office of Chairman at the AGM, and they are successful then they will have to resign the position of Treasurer.
However, there is nothing to prevent the Treasurer from being appointed as the Chairman under the casual vacancies rule and for this position to be held jointly until the AGM. This would at least give the Treasurer an opportunity to see whether they find the role of Chariman comfortable and, indeed, whether the Committee think they are suitable.


Q. The Club is ceasing to have a full time steward at the end the month. The members are going to attempt to run the bar for a time themselves. The associated flat will become empty. The flat is only accessible through the Club and therefore in the short to medium term cannot be leased out. I have contacted the local authority who state that for 6 months no council tax is due, but after this period it will be. Are you aware of any way around council tax given that the flat is not being leased out?

A. An empty flat only attracts a 6 month free period, with the full charge being payable thereafter. To get a longer period of exemption, the flat would need to be totally uninhabitable, and even then you would only get a total of 12 months free.
One possible alternative which could partly reduce the amount payable is to consider having the vacant flat included in the Business Rates Valuation of the Club. This is tricky to quantify without seeing the property and not knowing the size of the flat and its condition. As a generalisation, it would probably increase the Club's Non Domestic Rates Bill by £200 - £300 per year, but you would no longer have a Council Tax Bill of around £870 per annum to worry about. Before taking such a course of action, the flat would need to be accurately measured and a revised Rateable Value calculated to ensure that it was a financially viable option for the Club to consider.