ROYAL MALTA GOLF CLUB
CONSTITUTION & RULES
1. GENERAL
1.1 The Royal Malta Golf Club (RMGC) is a private members club, selecting its members on the basis of genuine personal criteria under the rules of this constitution. Since 1904, golf has been played by RMGC on a course laid out within the grounds of the Marsa Sports Club (MSC) of which it forms part.
1.2 RMGC is managed by its own Board of Management (BOM) within the provisions of its own constitution, and its objectives are to manage a golf course and clubhouse for the benefit of its members and to provide the members, their guests and visitors with all things incidental to the game of golf.
1.3 RMGC is managed as a non profit making club. Its financial objectives are to ensure that its income is sufficient to meet its current and foreseeable costs and obligations, and that any costs and obligations incurred are consistent with the objectives of the club.
1.4 Full members as defined below in 2.3 and 2.4 of the RMGC are obliged, under the constitution of the MSC, to be full members of MSC.
1.5 All moveable assets shall be vested in the name of the Royal Malta Golf Club, provided that:
These assets are to be used by the club inside the recognised boundaries of the golf course and its facilities found within the grounds of the MSC as stipulated under clause 1.6 of this constitution. A detailed inventory, which is made available to the MSC on request, is kept at all times and regularly updated.
1.6 RMGC shall manage all its own affairs and all affairs relating to the game of golf, as practiced within the recognised boundaries of the golf course and facilities. This shall include the management, maintenance and operation of the golf course and water reservoirs, the driving range, the golf-car garages, the Putters Inn, the golf shop, the golf workshop and golf clubhouse in its entirety.
1.7 The RMGC may at its own discretion employ such employees, contractors and consultants, as it deems appropriate.
1.8 Not withstanding anything contained in this constitution and rules, the RMGC shall be exclusively responsible for all legal and financial obligations it may undertake with 3rd parties, and the MSC shall be kept harmless at all times in respect of any such obligations unless such obligations are at the request or direction of MSC.
2 MEMBERSHIP (GENERAL AND CATEGORIES)
2.1 For the purposes of this document the term ‘visitor’ shall be taken to mean someone who is a visitor/s to Malta and non resident of the Maltese Islands (a ‘non member’) playing the course on a full green fee. The term ‘Guest’ will be taken to mean a ‘non member’ playing the course at a reduced fee as an invited guest of a member. A ‘Social member’ is a category of membership defined as a person who has joined as a social member only.
2.2 The membership of the RMGC shall consist of, the categories defined below. Current members of each category shall have the qualifications and rights listed under each such category or in this section. The BOM may limit the number of members of any category or categories at any time.
2.3 Full members
Full members fall into two categories, full voting members and associate members as defined below:
2.3.1 Full voting members are full members who have been full members for 24 consecutive months
Only Full Voting Members and Life Presidency members (see 2.12 below) may:
a) be an officer or member of BOM or of any committee of RMGC
b) Nominate a member who is qualified to serve on the BOM
c) Propose or second a candidate for full membership of RMGC
d) Vote at any general meeting
2.3.2 Associate Members
Associate Members are full members who have not been full members for 24 consecutive months. Associate Members may have their membership terminated during their first 24 months of membership by the BOM at the absolute discretion of the BOM. On the expiry of the 24 month period of continuous membership as an Associate Member, and without the need for introduction under rule (3.1) an Associate Member may have their membership category raised to that of full voting member at the invitation of the BOM.
2.4 All Full members may:
a) Use the golf club and the facilities of the clubhouse when open
b) Play in RMGC competitions if they have an official handicap
c) Introduce visitors or invite guests to use the facilities of RMGC when open
d) Hold an RMGC discount card for use at the RMGC bar and restaurant (The Putters Inn)
2.5 Honorary Members
Such members shall be selected by the BOM in suitable cases and on such terms as they the BOM may decide, and be recommended to the general membership for acceptance at a General Meeting. Confirmation of such membership will be by acclamation. Ordinarily, not more than one honorary membership will be bestowed in a single calendar year. The BOM will only consider bestowing honorary membership on those who have been paid up members of the RMGC for not less than 15 years and have reached the age of 80 years. Any such member shall not be liable for any subscription.
Such Honorary Members do not have voting rights at General Meetings and cannot stand for election or be appointed to any committee.
2.6 Country Members
At the discretion of the BOM any person who has been a full voting member as defined in 2.3 for at least 5 years but who now no longer resides in the Maltese Islands is eligible to become a Country Member.
Such Country Members do not have voting rights and cannot stand for election or be appointed to any Committee.
2.7 Overseas Members
The category of Overseas Member is available at the discretion of BOM to a person whose main residence is not in Malta or Gozo (the Maltese Islands) and who is temporarily resident in the Maltese Islands for no longer than three months in any one calendar year.
An Overseas Member may use the facilities of RMGC and the golf course when open on payment of such additional charge as the BOM may impose from time to time.
An Overseas Member may not play in any ‘Order of Merit’ qualifying competition.
2.8 Student Members
Any such member shall be elected at the discretion of the BOM from persons aged 18 years but less than 23 years who are full-time students at any establishment of further education and may:
a) Use the golf course if open on any day of the week, and play in club competitions, in both cases subject to the discretion of the Captains Committee
b) On ceasing to be a full time student, apply to the secretariat for any other category of membership without need for introduction under rule 3.1
2.9 Junior Members
Any such junior who is under 18 years is eligible for membership on application to the secretariat, under any such terms and conditions that may be laid down from time to time by RMGC BOM. Such Junior Members may:
a) Use the golf course at times prescribed by the BOM
b) Use the clubhouse facilities if over the age of 12 years
c) If under the age of 12 years use the facilities of locker rooms but not that of the main bar
d) Junior Members may play in Club Competitions and in Club knockout competitions with the exception of the Creasy Cup if he has an official Club handicap of 28 or less and she has a handicap of 36 or less.
e) Upon reaching the age of 18 apply for any other category of membership without the need for introduction under rule 3.1
f) A junior male member under the age of 12 or with a handicap of more than 28 and a female member under the age of 12 or with a handicap of more than 36 shall have no standing on the golf course and must accompanied by an adult player holding a recognised handicap.
2.9.1 The RMGC will operate and finance a ‘Junior Academy’ for the development of junior members. The Academy will be administered by persons selected by the Captains Committee and such persons will be accountable to BOM.
2.10 Social Member
This category of member is available at the discretion of BOM to persons who are fully paid up members of the MSC wish to use the clubhouse of RMGC but not the golf course. Any such member may:
a) Use the facilities of the clubhouse at any time it is open
b) Use the putting green and driving range subject to the fees determined from time to time
2.11 Visitors
Visitors (as defined in Para 2.1) to RMGC may play at the RMGC on payment of a daily/weekly/monthly green fee which shall include a temporary membership fee to the MSC.
2.12 Life Presidency
Such a member is a member to whom this category of membership has been bestowed by acclamation at a General Meeting of the membership of the RMGC in recognition of long and distinguished service to the RMGC
2.13. Guests
All categories of Members except the ones listed below may invite guests.
· Overseas Members
· Junior Members
· Visitors
Such Members shall:
a) Ensure that the guest has paid the appropriate fee for use of the RMGC facilities on arrival.
b) Be responsible for the conduct of the guest at all times on RMGC and MSC premises
3 MEMBERSHIP (ELECTION, VOTING AND SUBSCRIPTIONS)
3.1 Subject to rules 2.8 and 2.9 each candidate for membership (other than for Honorary membership) must be proposed by one and seconded by another full Voting Member of two years standing to both of whom such candidate must be personally known. Such proposal shall be in written form and contain such particulars as the BOM shall determine and be signed by the proposer and seconder. Such candidate’s name and occupation and the names of his proposer and seconder shall be posted in the clubhouse for at least seven days before election. Any omission from or inaccuracy in the particulars relating to or the description of any such candidate shall render his subsequent election void at the discretion of the BOM. His proposer and seconder will be responsible for his conduct during his first twenty – four months membership.
3.2 Election to membership (other than Honorary Membership ) shall be by ballot of the BOM and shall take place at such times as the BOM shall think fit. Election shall be by simple majority of the BOM. On due election, notice of election shall be sent to such candidate together with a copy of these Rules and Bye-Laws and a request to transmit to the Secretariat the entrance fee, if any, and first subscription. If such entrance fee and first subscription are not paid within one month of the date of such request, the BOM may deem void the election of such candidate as a member unless he shall satisfy the BOM that the delay in payment was due to absence from the Maltese Islands or to some other sufficient cause.
3.3 The BOM may cancel the election of any member within twenty-four months of the payment of his first subscription and shall not be required to give any reason for so doing, but such member's entrance fee, if any, shall be returned.
3.4 There shall be a qualifying period of 24 months before a new member may vote on any RMGC issue at a General Meeting.
3.5 There shall be entrance fees and annual subscriptions of such amounts as the BOM may from time to time determine. Annual subscriptions shall run from 1st January to the 31st December and shall be payable yearly by not later than 15th January. The BOM may devise and apply schemes that encourage members to settle subscriptions early. A notice showing the subscriptions payable shall be kept posted on the club notice board and subject to 5.4 will be limited to an annual cumulative maximum increase of 5% per annum.
3.5.1 At the discretion of the BOM any rejoining member to the RMGC will pay re-joining fees.
4 MEMBERSHIP TERMINATION
4.1 Any Member may resign membership by giving written notice to the RMGC secretariat. Such a Member shall be liable to pay the full subscription for the current year in which the resignation is received by RMGC notwithstanding that this is before the due date for receipt of subscriptions.
4.2 If any Member shall fail to submit or otherwise pay his/her subscription by the 15th of January (see 3.5 above) he/she may at the discretion of the BOM be posted to the omission list and such list shall be displayed on RMGC notice board.
A Member whose name has been posted on the omission list may not use the club facilities or the course and such member shall be automatically disqualified from any running competition he /she may be participating in; whether as an individual, as a partner with another Member, or as part of a team.
4.3 If the subscription is not received by RMGC by the end of February then the BOM shall consider him/her to be in default and shall be a defaulter.
4.4 Any such defaulter shall cease to be a Member and his/her name erased by the BOM from the records of the RMGC without prejudice to any continuing liability for the subscription for the year then current unless such defaulter shall give an explanation satisfactory to the BOM of his/her default, in which event he/she may resume membership at the discretion of the BOM on payment of arrears and any reasonable costs as decided by the BOM. In such cases and until arrears or reasonable costs are paid such Member may not use the club facilities or the course and shall be automatically disqualified from any running competition he/she may be participating in; whether as an individual, as a partner with another Member, or as part of a team.
4.5 If any Member shall be convicted of any serious criminal offence (such an offence is one described in Maltese law as a ‘serious offence’) or be adjudicated bankrupt or make a composition or arrangement with his creditors such member shall immediately cease to be a Member, without prejudice to any liability for subscription for the year then current, but the BOM shall have power in their discretion to re-admit such Member with or without a new joining fee.
4.5.1 A Member is responsible for his own behaviour and that of any guest he may have introduced.
4.5.2 If any Member, either on the golf course or in the clubhouse or elsewhere commits a criminal offence whether it be serious or not or behaves in a manner likely to bring the RMGC into disrepute or is considered by the BOM to behave in a manner that is injurious to the character and/or interests of the RMGC, the BOM shall call attention to such conduct and request such Member to appear in front of the RMGC’s Disciplinary Committee.
4.5.3 Should the guest of any Member either on the golf course or in the clubhouse commit a criminal offence whether it be serious or not or behaves in a manner likely to bring the RMGC into disrepute or is considered by the BOM to behave in a manner that is injurious to the character and/or interests of the RMGC, the BOM shall call attention to such conduct and request the Member who introduced that guest to appear in front of the RMGC's Disciplinary Committee and that guest will be banned from the RMGC.
4.6 A Member having appeared before the Disciplinary Committee and found guilty of an offence will then be called before the BOM who will deliver the decision of the Disciplinary Committee, which is binding upon the BOM.
4.7 Any Member who has his membership either suspended or revoked and any Member’s guest or visitor, whose conduct has been deemed injurious to the character and/or interests of the RMGC, may not continue to play the golf course or enjoy any of the RMGC facilities.
4.8 Any Member ceasing to be a Member of the MSC shall automatically cease to be a Member of the RMGC.
5 GENERAL MEETINGS
5.1 An Annual General Meeting of RMGC shall be held at such time and place as shall be determined by the BOM. Its business shall be:-
a) To approve the minutes of the previous year’s Annual General Meeting and any intervening General Meeting
b) To receive from the Chairman of the BOM a report on the general condition of the course and progress of the RMGC during the preceding year.
c) To receive the outgoing Captain’s Report.
d) To hold a general discussion on any issues arising from items (b) and (c) above
e) To receive the Auditor’s Report on the accounts for the preceding financial year
f) To approve and adopt the audited accounts for the preceding financial year.
g) To appoint the RMGC auditors for the year
h) To elect Members to the BOM
i) To approve the appointment of a new Captain
j) To receive the new Captain’s report which, inter alia, should outline his proposed objectives for the Captain’s Committee during his year of office
k) To transact any business relating to the affairs of the club of which due notice has been given in accordance with these rules
5.2 The BOM may at any time for any special purpose call a Extorordinary General Meeting. Furthermore, BOM shall do so forthwith upon the requisition in writing of not less than ten percent of the voting members stating the purpose for which such meeting is required.
5.3 Notwithstanding the powers given to the Board of Management in these Rules, directions may be given to the Board of Management (and the Board of Management shall act upon such directions) by resolution passed at any General Meeting.
5.4 The Board of Management shall call an Extraordinary General Meeting in November each year. Its business shall be:
a) To present a budget for the forthcoming financial year to members. This budget will include
the cash flow and funding requirements of RMGC
b) To present a fee structure to support that budget for approval by the members should the
increase in subscription exceed the amount prescribed in 3.5 in the constitution and rules.
c) To present for approval by members an update on the RMGC course development plan.
This shall identify major capital and expenditure projects.
d) To present for approval by members a rolling 5 year capital expenditure plan identifying
individual capital projects which, together with associated project revenue costs, cost in excess
of €40,000
e) To present for approval by members any planned increase in RMGC borrowings, loans or
facilities other than as set out in 6.2 below.
5.5 Notice of any general meeting shall be sent electronically to the voting members, posted on the RMGC web-site, in a prominent position and posted on the RMGC’s notice board not less than twenty-eight days before the date on which the meeting shall be held.
5.6 Any voting member wishing to move a resolution at any General Meeting shall give notice of such resolution in writing to the Club Secretariat at least twenty one days before the proposed date of such Meeting.
5.7 Notice of the agenda, and of any resolutions shall be posted on the RMGC’s notice board not less than fourteen days before the proposed date of such meeting and no other business shall be admitted at such meeting.
5.8 An abridged version of the audited accounts of the RMGC for the year ended during the year immediately preceding any annual general meeting shall be mailed to the voting members together with the notice of the Annual General Meeting. Copies of the audited accounts shall be posted on the RMGC’s notice board with the agenda of such meeting. Members are requested to give notice in writing, on any points which they wish to raise in connection with the accounts, at least three days before the Annual General Meeting. This is a courtesy to the BOM and is to allow sufficient time to prepare a considered response.
5.9 No amendment (other than a motion for adjournment) shall be moved to any resolution proposed at any general meeting unless written notice thereof shall have been sent to the Club Secretariat at least seven days before the proposed meeting and shall have been, forthwith , posted on the notice board.
5.10 At any general meeting the Chairman of BOM or failing him, another member of the BOM selected by the BOM for the purpose, shall be Chairman of such meeting and his decision as to the result of the voting on any question shall be final. Each voting member present shall be entitled to one vote on each motion which may be a secret ballot if so requested by ten percent of those members present. The resolution shall be carried by a majority of more than two thirds of the voting thereon. A quorum at a general meeting shall be thirty. If the quorum is not present at the scheduled time the said meeting should commence fifteen minutes thereafter irrespective of the number of persons present.
6 THE BOARD OF MANAGEMENT
6.1 The Board of Management (General)
6.1.1 The Board of Management acts collectively and is responsible for the management of the RMGC in accordance with this Constitution, Law and the following rules:
6.1.2 The primary responsibility of BOM is to manage the golf course and clubhouse and all activities that take place on RMGC premises for the benefit of RMGC members.
6.1.3 The BOM is responsible for all matters of policy that affect RMGC as a whole or that affects the welfare of its members.
6.1.4 The members of the BOM are jointly and severally responsible for the actions of the BOM and are accountable to the membership of RMGC. The members of BOM have a fiduciary responsibility for the competent management of RMGC, its course, clubhouse, assets and financial affairs.
6.1.5 The members of the BOM must act in the best interests of the RMGC and its members.
Any actual or potential conflict of interests between those of a member of the BOM and those of the RMGC must be brought to the attention of the other members of the BOM by that member. The BOM must then decide on how such conflict will be dealt with. Such an interest would include, but is not limited to, any interest that that member may have in a contract or commercial transaction with RMGC
6.2 The Board of Management (Powers and Authority)
6.2.1 The BOM shall have all management and administrative powers and the financial authority necessary to properly carry out its responsibilities and to meet the objectives of RMGC subject to the limitations outlined below.
6.2.2 Such powers and authority include the power to:
a) Engage, control and dismiss employees;
b) Raise, borrow, invest or repay money in connection with RMGC activities with or without any
mortgage or charge on any part of the property of RMGC including the power to raise or borrow
money upon the security of a guarantee by RMGC or its members;
c) Purchase and dispose of assets;
d) Enter into contracts or commitments on behalf of RMGC;
e) Make or alter Bye-Laws as they shall from time to time think necessary for the internal
management and well-being of the club. Such Bye-Laws shall not be binding in so far as they
may be inconsistent with these rules but otherwise shall be binding upon all members.
f) Set subscription levels and entrance fees subject to 5.4
g) Take whatever steps are necessary for the safety of staff, members and visitors;
6.2.3 The BOM may delegate such tasks and day to day responsibilities as it sees fit to sub-committees but, in all respects and at all times, the BOM is responsible for the conduct and action of such sub-committees subject to 7.4 Disciplinary Committee below.
6.2.4 Members’ prior approval is required for the following:
a) Any increase in borrowing facilities
b) Any loan or long term debt including the purpose to which such loan or debt will be applied.
c) Any mortgage, charge or security given on any of the club’s assets.
d) Any guarantee given to a third party other than in the ordinary course of business.
e) To repay a loan or long term debt where an increase in subscriptions will be required.
f) To enter into a commitment or obligation where an increase in borrowings will be required to
meet such commitment or obligation.
g) To enter any commitment or obligation, financial or otherwise, that is not connected to the Club’s
objectives.
h) To enter into any commitment, obligation or arrangement with a member of BOM or a Board
member of MSC that has not been approved by all members of the BOM
i) Any commitment to a capital or revenue project where the aggregate cost including, in the case
of a capital project, associated revenue costs, exceeds €100,000
j) Any increase in the overall capital expenditure or future commitments to capital expenditure in
the first year of the 5 year rolling plan (the budget year) above that approved by members under
paragraph 5.4 (d). Approval should be sought as soon as it is known that this is likely to be the
case.
k) Any contract or continuing commitment which will commit the club for a period in excess of 5
years.
l) Any contract or commitment where the Club’s obligation in any one year exceeds €100,000
6.2.5 Paragraph 6.2.4 (a) above is subject to the rider that The BOM has the authority to borrow on a short term basis (by way of overdraft or other appropriate means) sufficient funds to meet the seasonal variations in the day to day running costs of the club. Such borrowings must not in aggregate exceed 50% of the previous years membership subscriptions; the BOM must ensure the cash flow of the club is such that the borrowings are zero for at least 4 consecutive months of the financial year and there must be no increase in net borrowings by the end of the financial year.
6.2.6 Borrowings may not increase over the subscription year, nor may contracts or obligations be entered into, or liabilities incurred, such that this is likely to occur in future.
6.2.7 Borrowings and facilities may only be used to fund routine expenditure must be within power of club to repay without increase in subs.
6.3 The Board of Management (Composition and Election)
6.3.1 The BOM shall consist of seven members including the Chairman and Club Captain.
6.3.2 The Chairman will be elected for a period of 3 years in a separate ballot by the full voting members.
6.3.3 The five elected members of the BOM will be balloted for by the Full Voting Members for a period of 3 years and to facilitate continuity the periods will be staggered as detailed in 6.3.4
6.3.4 In Year One, two of the BOM members will resign from the Board and an election will take place for these two positions, who on election will serve for 3 years.
In Year Two, two different BOM members will resign from the Board and an election will take place for these two positions, who on election will serve for 3 years.
In Year Three, the remaining BOM member and Club Chairman from the original election will resign from the Board and an election will take place for these positions, who on election will serve for 3 years.
From this point, the staggering process will continue and there will be annual elections for members, who on election will serve their full 3 years.
6.3.5 At the expiry of their term of office, a retiring member of the BOM may stand for re-election.
6.3.6 The BOM shall from amongst their number appoint a Treasurer and allocate other responsibilities among themselves as they deem appropriate.
6.3.7 The BOM will appoint from amongst their number an Honorary Representative to the Malta Golf Association. To avoid a conflict of interest and to ensure that the two organisations can be individually and correctly managed in the approved manner a BOM member cannot sit on the Executive Council of the Malta Golf association.
6.3.8 The Club Captain will be an ex-officio member. The Club Captain cannot serve as Chairman or Treasurer.
6.3.9 Should an elected member of the BOM cease to be a voting member of the RMGC his membership of the board will be terminated forthwith. Should a member of the BOM be found guilty of an offence as described in 4.5.2 he will immediately be required to resign from the BOM. At a General Meeting a call for a vote of no confidence in the BOM or any member of the BOM must be put to the vote.
6.3.10 The Chairman of the MSC shall automatically hold the position of Honorary President without the right to vote at meetings of the BOM or any Committee. In the absence of the Chairman, the MSC Committee may elect a representative in his stead.
6.3.11 Should any full Voting Member wish to stand for election he/she should do so in writing to the Club Secretariat on the appropriate nomination form which shall be provided on request at least 14 days before the proposed date of the meeting at which the election will be held. Any such application should be proposed and seconded by voting members. These nominations shall be posted on the club’s notice board by the Club Secretariat] not less than 7 days before the proposed date of such meeting.
6.3.12 Balloting will take place at the RMGC premises between 09.00hrs and 17.00hrs on the two days prior to any meeting at which elections will be held and between 09.00hrs and 18.00hrs on the day of the meeting.
6.3.13 Ballot papers will be delivered against signature and membership number.
6.3.14 The election procedure, including the counting of votes, shall be conducted by two scrutinisers appointed by BOM for the purpose. These scrutinisers shall be voting members.
6.3.15 The following rules are to be observed for balloting:
a) All balloting shall be secret
b) All balloting shall be by direct voting for candidates by members.
c) Each member may record one vote for each of the vacant positions
d) All vacancies shall be balloted for concurrently.
e) In the event of a tie for any of the vacancies, a further ballot will be held amongst the voting members present at the meeting until one of the candidates gains a simple majority of the votes cast.
f) There can be no votes by proxy
6.3.16 The BOM shall fill any casual vacancy amongst the Officers of the Club. However, the holding of a by-election shall fill any casual vacancy amongst the Members of the BOM. No General Meeting will be required to confirm the by-election, as a separate voting procedure will be adopted.
6.3.17 The process for casual vacancy by-elections is as follows:-
a) Notice of the vacancy is to be posted on the club’s notice board not more than 14 days after the
vacancy has arisen.
b) Nominations for the vacancy will accepted up to 14 days from the posting of the notice of
vacancy. The 14th day at 17.00 hrs will be deemed the closing date and time for nominations.
c) All nominations will be posted on the club’s notice board at 09.00 of the next Monday after the
closing date and time for nominations. Each Full Voting Member will then have 5 days in which
to place their votes for the nominees. Voting will take place at the RMGC’s offices during normal
working hours (09.00 – 17.00)
d) This process is subject to rules 6.3.11 - 15 above.
e) The announcement of the results will be by simple notice, posted on the club’s notice board, as
soon as a result has been declared by the scrutinisers.
6.4 The Board of Management (meetings and procedures)
6.4.1 The BOM manages and controls the affairs of the club through a series of regular meetings. The members of BOM have an obligation to attend such meetings unless there is a special reason which makes attendance impossible on a particular occasion
6.4.2 The BOM shall meet at such times and dates as they may determine; provided that there shall be a full Board Meeting held at least once in every calendar month with the exception of the month of August. Four members shall constitute a quorum. If the Chairman is not present at any meeting, the BOM shall appoint one of their numbers to take the chair at that meeting. In the event of equality of votes, the Chairman shall have a second or casting vote. Minutes of the proceedings shall be duly signed by the Chairman and kept by the Club Secretariat.
6.4.3 A copy of the minutes of each general, BOM meeting shall be sent to the secretary of the MSC. The MSC Club Secretary will receive all minutes of such meetings within 14 days. The agenda of any meeting is to be sent to MSC Secretary no later than 7 days prior to the meeting.
6.4.4 Further meetings of BOM may be held following a request signed by the Chairman of the BOM a special meeting of the BOM shall be summoned, stating the nature of business for which it is to be summoned. The Club Secretariat shall forthwith issue notices summoning such a meeting on a day and at an hour to be fixed by the Chairman.
6.5 The Board of Management (Responsibilities)
6.5.1 The principal responsibilities of the BOM are set out under 6.1 General above.
6.5.2 The BOM may choose to meet its responsibilities and exercise its powers through committees. In addition to the Captain’s Committee, the BOM may appoint such other [Sub-] committees as they may deem necessary or expedient and will lay down the powers, duties and responsibilities of all the club committees.
6.5.3 The BOM may delegate the implementation of policy and day-to-day administration to the club secretariat [see 8 below] or to [Sub] committees, but both the Club Secretariat and any sub committees must report periodically to and be responsible to the BOM for their conduct and for the discharge of any duties delegated by BOM at all times and on all issues. BOM retains overall responsibility for the conduct of any committee’s affairs for which it is accountable to the membership. BOM has absolute powers to intervene directly in the proceedings or conduct of a committee and to remove a member of a committee.
6.5.4 The BOM has a number of specific responsibilities within an overall responsibility for the diligent management of the club’s finances and administration. These responsibilities are as follows:
a) To prepare and maintain an up to date course development plan, including a capital and major project expenditure plan as referred to in (b) below, and to present this development plan for approval by members at the November General Meeting each year.
b) To prepare a rolling 5 year capital and major project expenditure plan identifying individual items which, together with associated project revenue costs, cost in excess of [€50,000]and, in the case of the first year for inclusion in the budget for that year, in excess of [€20,000]. This plan is to be presented to members for approval at the November General Meeting each year.
c) To note that, once approved, these plans (in (a) and (b) above) shall only be modified or amended following the approval of the members at a General Meeting.
d) To ensure that the Club generates enough income to cover its running costs and to provide a surplus towards future club development.
e) The cash requirements and resources must be managed to ensure RMGC has sufficient funds to meet its obligations. This will necessitate the preparation of an annual budget and cash flow forecast and monitoring the ongoing performance of the club from month to month against the budgets and the cash flow forecasts.
f) To ensure that the running costs of RMGC are kept to the practical minimum consistent with the requirements of the membership.
g) To conduct the financial affairs of The Club within such borrowing and loan facility limits as may be in place and approved by members from time to time.
h) To ensure that any short term cash surplus is invested securely.
i) To ensure that there are adequate safeguards, controls and systems in place (including where relevant, appropriate insurance) to safeguard the Club’s assets and recognise its liabilities.
j) To ensure that accurate accounting records are kept that produce timely accounts and other management information for BOM and members.
k) To comply with legal requirements and generally accepted accounting practice for the production of annual accounts and reports.
l) To keep abreast of new legislation that affects the club including, but not exclusively, that related to employment and finance.
m) To keep members informed of the club’s financial position
n) To maintain accurate membership records and to control membership levels.
o) To post a copy of the decisions of each BOM meeting on the club notice board.
7 COMMITTEES and OFFICERS
7.1 THE CAUCUS OF PAST CAPTAINS (composition and responsibilities)
The Caucus of Past Captains shall comprise all Past Captains of the RMGC and is independent to the BOM. The Caucus meets twice a year and the meeting is chaired by the reigning Club Captain. The reigning Club Vice Captain is invited to the first meeting of the year and informs the Caucus of his nominations for the Vice Captaincy during his year in office. The Caucus will then discuss the nominations and offer their views and advice as to the suitability of each.
The Board of Management having consulted the Caucus of Past Captains shall nominate the impending Captain and Vice-Captain, (provided that they are Full Voting Members Member’s), for approval. At the ensuing Annual General Meeting under Rule 5.1 Such newly elected Officers shall hold office from the close of such Annual General meeting until the close of the next succeeding Annual General meeting.
7.2 THE CAPTAIN’S COMMITTEE (Composition and responsibilities)
The Captain’s Committee shall each consist of a minimum of five Full Voting Members.
The committee will be responsible for all matters golf (including the ladies section) as agreed with the BOM and with particular emphasis on the specific responsibility for the diligent management of Members Competition Funds and out of pocket expenses.
The Committee will consist of the Club Captain, Lady Captain, Vice Captain, Vice Lady Captain, all ex-officio and other members who are deemed appropriate to administer the responsibilities shown above. The composition will ordinarily be (but not limited to) a Competition Secretary, Handicap Secretary and Treasurer.
The committee shall meet at such times and dates as they may determine; provided that there shall be a Committee Meeting held at least once in every calendar month with the exception of the month of August. The Captain’s Committee will be chaired by the Club Captain. If the Captain is not present at any meeting the vice captain will take the chair. Four members will constitute a quorum.
Minutes of the proceedings will be duly signed posted on the club notice board and kept by the Club Secretariat.
7.3 THE LADIES SECTION (composition and responsibilities)
The ladies Section is a sub-committee of the captains Committee.
The Captain of the ladies Section will form a committee to assist her in the running of the Section. Ordinarily this will consist of the Lady Captain, Lady Vice Captain, Treasurer, Handicap Secretary, Competition Secretary, Social Secretary an Honorary Secretary and any other role deemed necessary by the Lady Captain.
The Ladies Section is responsible for its own competition calendar and sponsorship.
The Lady Captain shall be elected by Full Voting Members of the Ladies Section each year and shall be a member of the Captain’s Committee. Such election shall be confirmed at the ensuing Annual General Meeting under Rule 5.1.
7.3.1 THE FINANCE COMMITTEE (composition)
The Finance Committee (FC) shall consist of not less than four members. It will meet formally not less than once every two months. The Treasurer or Chairman of the BOM shall attend as required.
It will be chaired by a Full Voting Member invited by BOM. Other members will be invited on the basis of relevant experience.
The principal role of the FC is to review, consult about and advise upon the financial management and affairs of RMGC on behalf of the membership. The objective is to ensure that the RMGC’s money is spent prudently and appropriately in accordance with the wishes of the majority and the objectives of the RMGC.
Specifically:
a) To review the financial management and accounting procedures, systems and controls
of RMGC.
b) To give advice to the BOM as required; and to raise issues of relevance and concern
with the BOM.
c) To review and comment upon the management and statutory accounts, the annual
budget, income and cash flow issues and the fee structure.
d) To represent a view on behalf of members on significant financial issues.
Although the FC is not executive, administrative or supervisory, it does have the responsibility to enquire and raise issues of concern on behalf of the membership with the BOM and RMGC auditor.
7.5 THE DISCIPLINARY COMMITTEE (composition)
The Disciplinary Committee will be composed of a Chairman plus two Full Voting Members who are independent of the BOM and who should ideally but not necessarily be two past Captains of the Club. The BOM will appoint the Chairman of the Disciplinary Committee. The Chairman of the Disciplinary Committee will appoint the two other Full Voting Members to sit on the Committee for each separate case.
If the Chairman of the Disciplinary Committee is conflicted out of or otherwise unable to hear a particular case, the BOM may appoint an ad hoc Chairman for that particular case.
The Chairman of the Disciplinary Committee will be appointed for a period of two years and during that period will only be removed from the position by the vote of the majority of members at an AGM.
The RMGC Club Captain has licence to deal with relatively minor matters of discipline without bringing them, to the attention of the Board of Management, although it is suggested that the matter is discussed with the RMGC’s Chairman beforehand.
8 THE CLUB SECRETARIAT
8.1 The Club Secretary shall be appointed by the BOM on such terms and subject to such conditions and upon such remuneration as the BOM shall think fit.
8.2 The BOM is responsible for the control of the Secretary and for ensuring that he/she carries out the duties diligently. The Secretary is the servant of the BOM and it is the responsibility of the BOM to ensure that basic controls on his/her performance are in place. The Secretary is to expect clear guidance on policy decisions from the BOM.
9 FACILITIES
9.1 The golf course and greens shall be open from dawn to dusk every day except when declared closed by the RMGC’s Board of Management by reason of climatic or ground conditions. Golfers must give way to members of the green keeping staff who may be cutting or switching greens, fairways or tees, before 0930 hours on weekdays except on Thursdays. The Clubhouse shall be open at such times as the Board of Management shall decide.
9.2 The catering facilities will open at such times as determined by the BOM.
9.3 The charges to be made for meals and refreshments shall be such as shall be determined by the BOM. Every Member shall pay any such charges as have been incurred whether on his own account or for his visitor before leaving the Clubhouse on the day the same have been incurred.
9.4 Subject to any restrictions contained in these Rules, or which from time to time may be imposed by the BOM, non-members may be admitted to the Clubhouse and may purchase refreshments for consumption on the premises namely:-
a) Golfers on payment of the appropriate green fee.
b) Guests taking table meals in the Clubhouse.
c) Guests attending functions in the Clubhouse in whatever capacity. Due notice is to be given to the MSC management.
d) Club employees.
9.5 Competitions:
a) No competition shall have a first tee-off time after 08.30hrs. On all competition mornings the course shall be kept closed to all non-competitors until at least 20 minutes after the last competitor or marker is through the 1st Tee irrespective of his starting tee.
b) Saturday mornings are reserved for competitions administered by the Men’s Section. Thursday mornings are reserved for competitions administered by the Ladies’ Section. By invitation from the respective Competition Committees, from time to time, mixed competitions may be held on either Saturdays or Thursdays.
c) Public holidays - when a public holiday falls on a Saturday or a Thursday a mixed competition takes precedence over a non-mixed competition.
10 MISCELLANEOUS
10.1 No member shall give the address of the RMGC in any advertisement or use the RMGC address for business purposes without the express written permission of the BOM.
10.2 Every Member shall communicate to the Club Secretariat his address or that of his Banker or Agent from time to time and any notice posted to such communicated address shall be deemed duly given on the day next following the day of posting.
10.3 Gambling (card games, board games or any other such games where money is openly
exchanged) is strictly prohibited in the Clubhouse other than in a room specifically identified for
the purpose.
11 INTERPRETATION
11.1 The Rules of Golf as they may from time to time be fixed by the Royal and Ancient Golf Club of St Andrews shall, as far as applicable and with such Special Additions as may be made by the BOM, be the Rules of Golf of the RMGC.
11.2 In these Rules and in any Bye-Laws made under Rule 6.2.2(e) words importing the singular number only and the masculine gender only shall respectively include the plural number and the feminine gender and vice versa unless inconsistent with the context.
11.3 In all disputes arising within the RMGC the Board of Management shall be the sole authority for interpreting these Rules and for settling all disputes relating to the affairs of the RMGC and to the conduct of Members in relation to the RMGC.
11.4 Subject to Rule 11.5 hereunder, any new Rule and/or amendment to this Constitution shall only be validly carried out if passed by a resolution, at any Annual General Meeting or Extraordinary General Meeting of the RMGC, which is approved by a majority of more than two-thirds of the voting members thereon. Any new Rule and/or amendment not changing the Constitution and adopted by the Board of Management shall be effective only until the next Annual or Extorordinary General Meeting of the RMGC.
11.5 Notwithstanding anything contained in these Rules, any addition, repeal or other amendment to this present clause or to these Rules, which do not purport to diminish the obligations towards the MSC or otherwise increase the powers or rights of the RMGC in terms of this Constitution, shall not require the specific approval of the MSC Main Committee.
11.6 Notwithstanding anything contained in these rules the MSC Committee of Management shall retain the overall control of the RMGC in terms of the rules and regulations on the Marsa Sports Club including the right to veto/overrule any act, rule or decision, which the MSC Committee of Management deems to be detrimental to the interests of the MSC.
Adopted at and Extraordinary General Meeting dated 27th November 2008.
Amended at:
Annual General Meeting dated 25th June 2009
Annual General Meeting dated 24th June 2010
BYE-LAWS
1 By resolution of the Annual General Meeting held on the 21st June 2001 the GOLF COURSE MANAGEMENT POLICY document was adopted as a bye-law to the Constitution.
The contents of the GOLF COURSE MANAGEMENT POLICY document are binding upon the Board of Management and any changes thereto shall require the approval of the membership in General Meeting.
2 By resolution of the Annual General Meeting held on the 26th June 2003 the DISCIPLINARY GUIDELINES document was adopted as a Bye-Law to the Constitution. This Bye-Law was amended by resolution of the EGM held on 25th May 2006.
3 By resolution of the Annual General Meeting held on the 26th June 2003 the Competition Rules document was adopted as a Bye-Law to the Constitution. This Bye-Law was amended by resolution of the Annual General Meeting held on the 24th June 2004, by resolution of the EGM held on 25th May 2006 and by resolution of the AGM held on the 24th June 2010.
4 By resolution of the Annual General Meeting held on the 24th June 2004 the Emergency Fund document was adopted as a Bye-Law to the Constitution. This Bye-Law was dissolved and replaced by the Exceptional Reserve Fund by resolution of the Extraordinary General Meeting held on the 24th September 2009.
5 By resolution of the Annual General Meeting held on the 24th June 2004 the Etiquette and Dress Code document was adopted as a Bye-Law to the Constitution.