CONSTITUTION of the HENLEY TRINITY HALL RIFLE CLUB adopted on the 7th day of November 2013

1. Name
The name of the Club is the HENLEY TRINITY HALL RIFLE CLUB or other such name as the Management Committee may from time to time decide.

2. Administration

Subject to the matters set out below the Club and its property shall be administered and managed in accordance with this constitution by the members of the Management Committee, constituted by clause 8 of this constitution.

3. Objects
The Club's objects ('the objects') are to encourage and facilitate the development of and participation in the sport of target shooting and for members of the club to meet socially.

4. Powers
In furtherance of the objects but not otherwise the Management Committee may exercise the following powers;

4.1 power to raise funds and to invite and to receive contributions provided that in raising funds the Management Committee shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;

4.2 power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;

4.3 power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Club;

4.4 power subject to any consents required by law to borrow money and to charge all or any part of the property of the Club with repayment of the money so borrowed;

4.5 power to employ such staff (who shall not be members of the Management Committee) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;

4.6 power to co-operate with other clubs, voluntary bodies and statutory authorities engaged in furtherance of the objects and to exchange information and advice with them;

4.7 power to support any charitable trusts, associations or institutions formed for all or any of the objects;

4.8 power to do all such lawful things as are necessary for the achievement of the objects.


5. Membership
5.1 Membership of the Club shall be open to individuals who are interested in furthering the objects of the Club and who have paid the annual subscription as fixed from time to time by the Members present at the annual general meeting or any extraordinary meeting called specifically for that purpose.

5.2 Membership applications from residents inside Holy Trinity and St Mary's Parish shall receive first consideration for Membership over those who reside outside the parish.

5.3 The Management Committee may unanimously and for good reason terminate the membership of any individual, provided that the individual concerned shall have the right to be heard by the Management Committee, accompanied by a friend or representative, before the final decision is made.

5.4 The Management Committee may create any class of member they deem necessary and may determine what benefits or rights such members may have, and may lay down procedures for the introduction of prospective new members to the Club. The exercise of any such powers by the Management Committee shall be subject to ratification by the next annual general meeting of the Club by means of appropriate amendment(s) to the byelaws of the Club.

6. President
The incumbent Vicar of Holy Trinity Church in the town of Henley-on-Thames, in accordance with tradition shall be the President of the club.


7. Honorary Officers
At each annual general meeting of the Club the members shall elect from amongst themselves a Chairman, a Vice Chairman, a Club Secretary, a Treasurer and a Competition Secretary who shall hold office from the conclusion of the meeting.

8. Management Committee
8.1 The Management Committee shall consist of not fewer than 7 members and not more than 12 members being:
a) the honorary officers specified in the preceding clause;
b) not fewer than 2 and not more than 7 members elected at the annual general meeting who shall hold office from the conclusion of the meeting.

8.2 All members of the Management Committee must be full current members of the Club in their own right.

8.3 The Management Committee may in addition appoint 2 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Management Committee would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Management Committee called under clause 11.1 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.

8.4 All the members of the Management Committee shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

8.5 The proceedings of the Management Committee shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

8.6 No person shall be appointed as a member of the Management Committee who is aged under 18 or who would if appointed be disqualified under the provisions of clause 9.

8.7 No person shall be entitled to act as a member of the Management Committee whether on a first or any subsequent entry into office until after signing in the minute book of the Management Committee a declaration of acceptance and willingness to act in the interests of the Club.

9. Determination of Membership of the Management Committee
A member of the Management Committee shall cease to hold office if he or she:

9.1 ceases to be a full current member of the Club; or

9.2 becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs; or

9.3 is absent without permission of the Management Committee from all their meetings held within a period of 6 months and the Management Committee resolve that his or her office be vacated; or

9.4 gives to the Management Committee notice that he or she wishes to resign with effect from a date at least 1 month after the date of the notice (unless there are exceptional reasons for shorter notice), but only if at least 7 members of the Management Committee remain in office when the notice of resignation is to take effect.

10. Management Committee Members not to be Personally Interested
10.1 Subject to the provision of sub-clause 10.2 no member of the Management Committee shall acquire any interest in property belonging to the Club (otherwise than as a trustee for the Club) or receive remuneration or be interested (otherwise than as a member of the Management Committee) in any contract entered into by the Management Committee.

10.2 Any member of the Management Committee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Management Committee to act in a professional capacity on behalf of the Club, provided that at no time shall a majority of the members of the Management Committee benefit under this provision and that a member of the Management Committee shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.

11. Meetings and Proceedings of the Management Committee
11.1 The Management Committee shall hold at least 1 ordinary meeting each year. A special meeting may be called at any time by the Chairman or by any 3 members of the Management Committee upon not less than 7 days' notice being given to the other members of the Management Committee of the matters to be discussed but if the matters include appointment of a co-opted member then not less than 21 days' notice must be given. All notices may be given by electronic means, except to those members of the Committee who have informed the Club Secretary that they require notices to be served in writing.

11.2 The Management Committee may unanimously decide to hold a meeting by way of e-mail or video communication (“virtual meeting”) provided that all members of the Management Committee confirm their agreement to such a virtual meeting by e-mail. The Club Secretary shall invite by e-mail members of the Management Committee to participate in the virtual meeting and shall provide an agenda for the meeting by e-mail. The Club Secretary shall keep a printed copy of all e-mails recording the members’ agreement to the virtual meeting and decisions reached by way of the virtual meeting. In the course of a virtual meeting (whether by e-mail of by video) any member of the Management Committee may declare that he wishes the meeting to continue by way of actual meeting and further discussions will then take place at the next ordinary meeting.

11.3 The Chairman shall act as chairman at meetings of the Management Committee. If the Chairman is absent from any meeting, the Vice Chairman shall act as chairman or the members of the Management Committee present shall choose 1 of their number to be chairman of the meeting before any other business is transacted.

11.4 There shall be a quorum when at least one-third of the members of the Management Committee for the time being or three members of the Management Committee, whichever is the greater, are present at the meeting.

11.5 The Management Committee shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Management Committee and any sub-committee.

11.6 The Management Committee may from time to time make or alter the byelaws of the Club. Any such addition or alteration to the byelaws must be laid before the next annual general meeting of the Club for ratification. No byelaw, rule, standing order or other regulation may be made which is inconsistent with this constitution.

11.7 The Management Committee may appoint one or more advisory or sub-committees consisting of two or more members of the Management Committee for the purpose of making any enquiry or supervising or performing any function or duty which in the opinion of the Management Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any subcommittee shall be fully and promptly reported to the Management Committee.

11.8 The Management Committee shall ensure that at all times the Club and its members shall comply with all legal requirements in force from time to time and any rules appertaining to the conduct of the activities being undertaken.

12. Receipts and Expenditure
12.1 The funds of the Club, including all donations, contributions and bequests, shall be paid into an account operated by the Management Committee in the name of the Club at such bank or building society as the Management Committee shall from time to time decide. The Club may operate more than one bank account. All cheques drawn on the Club's bank account must be signed by any two of four members of the Management Committee elected by the Management Committee as signatories.

12.2 The funds belonging to the Club shall be applied only in furthering the objects.

13. Property
13.1 Subject to the provisions of sub-clause 13.2 of this clause, the Management Committee shall cause title to:
a) all land held by or in trust for the Club; and
b) all investments held by or on behalf of the Club; and
c) all assets of the Club other than land and investments;
to be vested in not less than three
individuals appointed by them as holding trustees. Holding trustees may be removed by the Management Committee at their pleasure and shall act in accordance with the lawful directions of the Management Committee. Provided that they act only in accordance with the lawful directions of the Management Committee, the holding trustees shall not be liable for acts and defaults of its members.

13.2 If a corporation entitled to act as a custodian trustee has not been appointed to hold the property of the Club, the Management Committee may permit any investments held by or in trust for the Club to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Management Committee, and may pay such nominee reasonable and proper remuneration for acting as such.

14. Annual General Meeting
14.1 There shall be an annual general meeting of the Club which shall be held each year within the month of November.

14.2 Every annual general meeting shall be called by the Management Committee. The Club Secretary shall give at least 21 days’ notice of the annual general meeting by electronic means to all the members of the Club, except to those members who have informed the Club Secretary that they require notices to be served in writing. All members of the Club, except Probationary Members and Non-Shooting Members shall be entitled to attend and vote at the meeting.

14.3 The President of the Club shall be the chairman of each annual and extraordinary general meeting, but if he is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting

14.4 The Management Committee shall present to each annual general meeting the report and accounts of the Club for the preceding financial year.

14.5 Nominations for election to the Management Committee must be made by members of the Club in writing and must be in the hands of the Club Secretary at least 7 days before the annual general meeting. The person nominated must confirm in writing his or her willingness to stand. Should nominees exceed vacancies, election shall be by ballot.

15. Special General Meetings
The Management Committee may call a special general meeting of the Club at any time. If at least 20% of the Club membership or 5 members, whichever is less, request such a meeting in writing stating the business to be considered, the Club Secretary shall call such a meeting. At least 21 days’ notice must be given. The notice calling the meeting must state the business to be discussed.

16. Procedure at General Meetings
16.1 The Club Secretary or other person specially appointed by the Management Committee shall keep a full record of proceedings at every general meeting of the Club.

16.2 There shall be a quorum when at least 25% of the number of full members of the Club for the time being or 20 members of the Club, whichever is less, are present at any general meeting.

16.3 If after 30 minutes from the time stated for the commencement of the meeting there are still insufficient members present to form a quorum, the meeting shall be adjourned to another time and place. The adjourned meeting shall take place within 42 days of the date of the original meeting, or as soon after as is practicable.

16.4 If at the adjourned meeting there are insufficient members present to form a quorum, the meeting will proceed after a delay of 30 minutes unless sufficient members are present before that time to form a quorum.

17. Notices
17.1 Any notice required to be served on any member of the Club shall be served by the Club Secretary or the Management Committee on such member and may be by electronic means, if that member has made his electronic address known to the Club and has not indicated that he wishes to receive notices in writing.

17.2 Any notice required to be served in writing on any member of the Club shall be served either personally or by sending it through the post in a prepaid letter addressed to the member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

17.3 Any notice served electronically shall be addressed to the member at his last known electronic address and any notice so sent shall be deemed to have been received within 10 days of sending.

18. Voting
Every member shall have one vote on any resolution on which he is entitled to vote. Every resolution shall be decided by a majority of votes by those present and entitled to vote on the question but in the case of a tied vote the chairman of the meeting shall have a second and casting vote.

19. Alteration to the Constitution
The constitution may be altered by a resolution supported by not less than two-thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

20. Dissolution
If the Management Committee decides that it is necessary or advisable to dissolve the Club it shall call a meeting of all members of the Club, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is supported by two-thirds of those present and voting the Management Committee shall have power to realise any assets held by or on behalf of the Club. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to the National Small-bore Rifle Association.