Revised Rules for Merger

Rules

Adopted by the Company under Article 5 of the Company’s Articles of Association (“the Articles”) on [17th February 2016]

In these Rules “the Company” and “Devon Golf” mean Devon Golf Limited and Member Clubs means Voting Members.

Words which are defined in the Articles bear the same meaning when used in these Rules.  Where there is any inconsistency between these Rules and the provisions of the Articles, the provisions of the Articles shall prevail.

1. MEMBERSHIP

Membership shall comprise:

1.1.1 Voting Members

Voting Members are entitled to receive notice of, attend and vote at general meetings. Membership as a Voting Member shall be open to all Golf Clubs within the County of Devon whose constitution and rules:

1.1.1.1 recognise the Rules of Golf as prescribed by R & A Rules Limited;

1.1.1.2 give control to its members or a committee thereof for the handicapping of its members in accordance with the National Handicapping Scheme in force from time to time;

1.1.1.3 undertake that any golfing events organised by the Club shall comply with the Rules of Amateur  status laid down by R & A Rules Limited and that such Rules of Amateur status shall be applied and form a condition of entry to any such events;

1.1.1.4 conform to, are bound by and accept the Articles, objects, rules and regulations of Devon Golf and of England Golf.

1.1.2 Non-Voting Members

Non-Voting Members are not entitled to receive notice of, attend or vote at general meetings but agree to recognise the Rules of Golf as prescribed by R & A Rules Limited and agree to conform to, be bound by and accept the Articles, objectives, rules and regulations of Devon Golf and of England Golf and shall consist of the following:

1.1.2.1 Playing Members – all male Playing Members of a Member Club irrespective of their category of membership of such club;

1.1.2.2 Honorary Members – such persons who at the adoption of these Rules, are Honorary Members of Devon County Golf Union and such persons as Devon Golf may decide to honour in recognition of services to Devon Golf or to the game of golf.

1.2     Applications for admission to membership of the Company as a Voting Member shall be in the form prescribed by the Board and shall contain an undertaking by the club to conform to, be bound by and accept the objects of the Company as set out in the Articles and to accept these Rules. Such application shall also be considered to be an application for membership of England Golf and an undertaking by the club to conform to and accept the Articles and regulations of England Golf. The application for membership shall contain agreement to the Articles and to these Rules and be signed by the club’s President (or other senior officer) and the Secretary or Manager.

1.3     Applications for admission to membership shall be sent to the Operations Manager who shall refer any such application to the Board which shall have the power to admit the applicant under Article 28.

1.4     Each year and as required by the Operations Manager Member Clubs shall provide a list of the names and England Golf CDH numbers of their Playing Members to the Operations Manager.  Playing Members shall be Non-Voting Members of the Company as a consequence of their subsisting membership of a Member Club.

1.5     Honorary Members shall be nominated by the Board for approval at an annual general meeting.

1.6     A Member Club may withdraw from membership of the Company by giving notice thereof to the Operations Manager on or before 31 December in any year failing which such Member Club shall be liable to pay the annual affiliation fee for the ensuing calendar year.

1.7     If the Board decides that a Member Club should be expelled the provisions of Article 30 shall apply.

1.8     A Playing Member shall cease to be a member if he ceases to be a member of a Member Club.

1.9     An Honorary Member shall cease to hold such membership if his appointment is revoked by the Company in general meeting or if he resigns.  Honorary Membership may be withdrawn by the Board at any time on notice to the Member.

1.10   Affiliation fees are not refundable in whole or in part.

2. PRESIDENT, VICE PRESIDENT AND IMMEDIATE PAST PRESIDENT

At the annual general meeting in 2016 and at the annual general meeting every two years thereafter, the President shall retire and a candidate shall be elected in his place. Such candidate shall normally, but not necessarily, be the Vice President. Persons elected as President shall hold office for a two year term until the annual general meeting in the second year after their election.
At the annual general meeting in 2017 and at the annual general meeting every two years thereafter, a candidate nominated by the Board to be the Vice President shall be elected. Persons elected as Vice President shall hold office for a one year term until the first annual general meeting after their election.
At the annual general meeting in 2016 and at the annual general meeting every two years thereafter, the retiring President shall be appointed the Immediate Past President. The immediate Past President shall hold office for a one year term until the first annual general meeting after his appointment.
The President, Vice President and Immediate Past President shall have such rights and privileges as the Board shall from time to time prescribe.
Any Voting Member or the Board may propose a person to be President or Vice President.  Any proposal must be made on the form prescribed from time to time by the Board and signed by the nominee.  Any proposal must be seconded by another voting member.  Each voting member may only propose or second one candidate for each post and the form must be completed and returned to the Operations Manager not later than such date as the Board shall prescribe each year.
If there is only one candidate for the post of President or Vice President such candidate shall be declared elected unopposed.  In the event of there being more than one nomination for either post there shall be an election for that post at the Annual general meeting. The format of such election shall be at the discretion of the Board.

3. AFFILIATION FEES

Each Member Club shall pay such annual affiliation fees to the Company (whether on a per capita basis or otherwise) as shall be set by the Board.  The annual affiliation fee does not include the England Golf affiliation fee which shall be payable in addition.
Annual affiliation fees shall be payable each calendar year and shall be so calculated on a per capita basis for every Playing Member irrespective of membership category sixty days after the Member Club’ subscription renewal date and updated six months later.
Annual affiliation fees will normally be invoiced by Member Clubs to their Playing Members as a disbursement.
Failure by a Playing Member to pay such annual disbursement shall not exonerate the Club of which he is a Playing Member from its obligation to pay the annual affiliation fee in respect of that Playing Member.
All affiliation fees shall become due and payable on a date in each year as may be specified by the Board in respect of each Member Club.
Any Member Club whose affiliation fee is unpaid sixty days after the date specified by the Board shall not be entitled to take part in any championship, county match meeting or competition run by the Company, nor shall any playing member of such Member Club be eligible to participate in any event organised by the Company until such time as the affiliation fee has been paid (subject to the discretion of the Board to the contrary).

4. COMMITTEES

Committees shall be appointed by the Board to administer specific activities of the Company and shall report to and be responsible to the Board for the activities delegated to them.  The principal committees and their main responsibilities shall be:

4.1.1          Tournament Committee:

The members of the Tournament Committee shall be the Tournament Director, who shall be appointed by the Board, the organisers of the men’s competitions and such other persons as may be appointed by the Board or co-opted by the Committee with the approval of the Board.  Meetings shall be chaired by the Tournament Director. The Tournament Committee shall be responsible for the organisation and administration of all approved county competitions.

4.1.2          Performance Committee:

The Members of the Performance Committee shall be the Performance Director, who shall be appointed by the Board, and such other persons as shall be appointed by the Board or co-opted by the Committee with the approval of the Board.  Meetings shall be chaired by the Performance Director.  The Committee shall be responsible for arranging the performance and coaching programmes for County and potential County players together with team selection.

4.1.3          Finance and General Purposes Committee

The members of the Finance and General Purposes Committee shall be the Finance Director and such other persons as may be appointed by the Board or co-opted by the Committee with the approval of the Board.

4.2     The President, Vice President, Immediate Past President, Chairman, Operations Manager and Finance Director shall be given notice of the dates and times of all committee meetings and may attend and speak at such meetings if they so desire.

4.3     The quorum for a meeting of any committee shall be 51% of the members of such committee.

4.4     Committees shall provide copies of minutes of their meetings to the Board promptly after each meeting.

5. MEETINGS

The Board shall convene an annual general meeting each year in accordance with Article 31.
In addition to the annual general meeting the Board shall convene at least one delegates meeting in each calendar year.  Member Clubs will be invited to send one delegate to such meeting representing their Playing Members.  The objective of the delegates meeting will be to update Member Clubs and playing members on the activities of the Company and on all issues relevant to Member Clubs and playing members.
The Company has representation at general meetings of England Golf, and meetings of the South Western Counties Golf Association

A member of the Board shall be nominated as the England Golf Representative under the Articles to attend relevant meetings of England Golf.  If a matter has been considered by the Board, and matters of outstanding importance concerning England Golf should be considered by the Board wherever possible, and the Board has made a decision how to vote on such matter, the representative shall vote in accordance with such decision.  In all other matters the representative shall vote in his discretion in what he considers to be the best interests of England Golf and Devon Golf.
South Western Counties Golf Association.  The Board shall nominate representatives to meetings of the South Western Counties Golf Association.  If a matter has been considered by the Board, and matters of outstanding importance should be considered by the Board whenever possible, and the Board has made a decision how to vote on such matter, the representatives shall vote in accordance with such decision.  In all other matters the representatives shall vote in their discretion in what they consider to be the best interests of Devon Golf.

6. DISCIPLINE

The Board shall ensure that Members comply with the objects set out in the Articles and with these Rules and that these Rules are enforced.
Subject to any variation or amendment made by the Board in general meeting the disciplinary procedures approved by the Board and announced from time to time shall apply.
The Board is authorised to impose such sanctions, penalties or punishment on any Member it deems necessary or appropriate provided they are consistent with and authorised by the disciplinary procedures.
In the event of an appeal against a sanction imposed by the Company the issue shall be referred to England Golf to be heard under England Golf’s appeals procedure.
Member Clubs shall comply with the Rules and disciplinary procedures of England Golf.

7. COMPETITIONS, MATCHES AND COURTESY OF COURSES

When requested by the Operations Manager or the Tournament Director, Member Clubs will, whenever possible, provide, at the daily rate of facility fee (if any) agreed at the annual general meeting each year, the facilities of the course and part of the clubhouse to Devon Golf at reasonable intervals for the purpose of playing its stroke play events and knockout extensions of those stroke play events. Member Clubs shall provide, as a courtesy such facilities to Devon Golf for the playing of its inter county matches.
Courtesy of the course for a county match shall include the use of the course on the day before the match for both the home and visiting teams to play a practice round starting between 3.00 pm and 4.30 pm or as agreed by the Member Club.
On the day of a County Match the first tee shall be closed preferably 45 minutes but not less than 30 minutes prior to the start of each round.
All competitions shall be played in accordance with the current Rules set by R & A Rules Limited and any local Rules of the Member Club on whose course the competition is being played.
Member Clubs shall provide copies of their Health & Safety Rules and requirements and of any relevant Health & Safety risk assessments for use when a county competition or match is to be played on that course.

8. COUNTY COLOURS

Qualifications for the award of county colours shall be set by the Board.

9. BANK MANDATE

Payments not exceeding £2,500 may be authorised by one authorised signatory, usually the Operations Manager.  Amounts in excess of £2,500 shall require authorisation by two authorised signatories one of whom should normally be the Finance Director.