Rules and Reasons

The need to be organised

Why and How

Topics

How to Start

The Committee

Legal Liability

Rules

How to Start

Name– No Confusion– Obligation to Register– No Name Protection– Passing off

Objects

How to Start

Objects– Purpose of Festival– Objectives to be achieved– Asset utilisation– Court orders to support objects

• Personal Liability

– General– All Acts and Deeds

How to Start

Membership– Right to Vote

– Clear Procedure for signing up

– Easily identified

– Various Categories –voting rights

– When can you Vote?

– Qualifications required?

– Equal Status

– Universal Consent

How to Start

Membership– Admission Procedures and Forms– Proposal Requirement– Circulation, Display and Objections– Who admits a new Member?– Election Committee

• No Reasons for Decision• Not liable• No Defamation

How to Start

Committee– Delegated Administrative Powers– How Many?– Powers– Duration of Appointment– No Annual Replacement– No Perpetual Appointment

How to Start

Committee– Troublemaker Takeovers

• No possibility of everyone retiring

– Co-Option– Sub Committees– Needs an Indemnity from Members

How to Start

Meetings– AGM

• Specified Time Each year

• Review of the year

• Full Financial Report

• Elections

How to Start

Meetings– EGM

• Special Business only

• Amendments

• Who calls one? Minimum Number

• How? Plenty of Notice

• Quorum

How to Start

Meetings– Committee

• Frequency• Exercise of Management• Attendance Requirement• Refer Major Issues to AGM• Quorum• Reflect Reality• Co-option

How to Start

Alterations– Rules must allow for alterations– What Majority is required?– Prior Notification– Precise Notification

How to Start

Bye-Laws– Day to Day Management

• Opening times, Dress Codes, Age requirements

– Usually separate form rules due to frequency of change

– Made by Committee– Power given by Rules– No oppression of minorities or one.

How to Start

Subscriptions– Amount– Date– Must be in the Rules otherwise void– Under Control of Committee– Provide for non discharge– Lose Membership?– Deemed Resignation?

How to Start

Subscriptions– Allow a period to pay– Allow power to Re-instate– May be an Admission Charge– Not a member until discharged– Can sue if no automatic resignation

How to Start

Trustees– Practical (Stand in for all members).– Own property on behalf of Festival– Or independent?– Or Supervisors?– At least three– Fixed Period or life?– Long fixed period

How to Start

Trustees– Should be mere trustees– Directed by Committee– Also need an indemnity

How to Start

Borrowing– Must have the right to do so– Need power to give a mortgage– Need an AGM?– Fixed Limit?

How to Start

Licensing– Health & Safety– Intoxicating Liquor– Events

How to Start

Suspension & Expulsion– Committee must have power– Rules and Natural Justice– Prescribed Notice and notice period– Punishment– No ulterior motive

How to Start

Dissolution– Inactivity– Vote to dissolve

• Strict application of the rules

– Court Order– How are Assets distributed?– Gifts and Donations restricted?– Capital Gains Tax Liability

The Committee

Chairperson– Obvious Leader– Controls Meetings– Meetings in accordance with rules– Due process and Natural Justice– Ensures Secretary takes minutes– Inherent Casting Vote

• Should be in rules

The Committee

Chairperson– Determines points of order– Adjourns meetings– Declares results of elections

• Cannot refuse a Poll

– Impartial

The Committee

Secretary– Organise meetings with Agenda– Record Minutes (All meetings)

• Date and time

• Officers present

• Apologies

• Record the business of the meeting

• All decisions taken

The Committee

Secretary– Count votes

• Show of hands (usually)

• Ballot (secret) or Poll

– Ensure Quorum– Deal with Correspondence– Maintain list of members

The Committee

Treasurer– Record all financial transactions– Easy identification of all transactions– Deal with Auditor– Deal with Banks– Report to members at AGM– Answer questions– Two signatories

The Committee

Trustees– Have legal capacity– No beneficial ownership– Appointed by GMs– Power to replace trustees– May be legally expensive– Complete legal documentation

The Committee

Trustees– Usually Sued if litigation arises– Can apply assets of club– Need indemnity as well– Property deeds properly drafted

• Indicate who the beneficial owner is

• Joint tenants not Tenants in Common

The Committee

Honorary Officers– Rules decide how– Reward or recognition– May have duties– May have vote at committee meetings– Bad idea?

Legal Liability

Claims– Negligence– Nuisance– Breach of contract– Against Trustees or Committee

• Ultimately against members

• Need Insurance

• Subrogation

Legal Liability

Accidents– Members

• No general right to sue for injury

• Put a waiver in the rules– Against the trustees

– Against the Committee

– Against Fellow members

Legal Liability

Accidents– Members

• Civil Liability Act 1961 excludes– Contractual Liability

– Voluntary Waiver

• Waivers must be communicated

• Give the rules before joining

Legal Liability

Accidents– Non-members

• Must show negligence

• The Reasonable Foreseeable Test

• The Proximity Test– Should have had claimant in mind

• Pedestrian – Flowerpot – Bad Lights

Legal Liability

Accidents– Club Property or “Premises”– Occupiers Liability Act 1995– The “Condition” of the property– Three types of People– Visitors– Recreational Users– Trespassers

Legal Liability

Accidents– Visitors

• Invitation or with permission (Guest)

• On foot of a contract

• Lawful Authority

• Duties of Landlord are as above

Legal Liability

Accidents– Recreational Users

• Purpose of recreational Activity– Sport, walking, research

• No express permission required

• No Charge (except Car Parking)

• Duty is to avoid injuring them or reckless disregard

• Less duty than visitors

Legal Liability

Accidents– Trespassers

• Not a visitor or a recreational user

• But same duty as to a recreational user

Legal Liability

Disclaimer Notices– Should be clearly visible at all entrances– Access should be restricted to entrances– All damages howsoever caused– Precise wording– Go to a Solicitor

Legal Liability

Liability to Neighbours –– Nuisance

• Public

• Private

• Must be unreaonable

Legal Liability

Liability to Neighbours –– Defences

• Prescription– 20 years continued performance

• Consent

• Statutory Authority– Road works

– Army Shooting range

Legal Liability

Contract– Who is reponsible?– Sign for and on behalf of…– Express authority– Need rules to allow borrowing– Indemnity

Bibles

A Legal Guide for Clubs and Associations– Dermot McNamara– FirstLaw

A Guide to Legal Structures for Voluntary and Community Organisations– Mel Cousins– Combat Poverty Agency