Rules of the Charlton Club
As adopted on 24 September 2014
(a) In these Rules, defined terms are as set out in Schedule 1.
(a) The Club shall be known as “The Charlton Club”.
(a) Objects: The objects of the Club are, and the Club is established and shall be conducted as a society wholly or mainly for the participation in or support of athletic sports or games or cultural activities, with specific focus on the Football Academy.
(b) Small Society Lottery: It is intended that the Club shall be registered and maintain registration as a small society for the purposes of Schedule II Parts 4 and 5 Gambling Act 2005 (2005 Act) to promote Valley Gold as a Small Society Lottery and the Club shall maintain such registration at all times.
(c) No Private Gain: The objects of the Club shall at no time be conducted or applied for the purposes of private gain of any commercial undertaking.
SMALL SOCIETY LOTTERY
(a) Valley Gold: The Club shall operate and promote Valley Gold in Great Britain as a Small Society Lottery in accordance with the provisions of the Valley Gold Scheme from time to time in force, which shall be approved and amended by the Club in accordance with these Rules.
(b) Provisions of Valley Gold: Notwithstanding any provisions of the Valley Gold Scheme from time to time in force, the following provisions shall apply to the operation of Valley Gold:-
b.1 Deductions: The Club shall be entitled to deduct from the proceeds of Valley Gold sums lawfully appropriated on account of expenses and for the provision of prize monies. All proceeds of Valley Gold in excess of such expenses and prize monies shall be applied to the objects of the Club as set out above.
b.2 Financial Restrictions: At all times the Club shall observe:
b.2.1 the financial restrictions on the value of the prizes to be offered by Valley Gold as a Small Society Lottery as regulated by the 2005 Act; and
b.2.2 the limits on the amount of proceeds appropriated on account of Valley Gold as a Small Society Lottery as regulated by the 2005 Act.
b.3 Provisions of Benefits: The provision of any benefits to Members shall in no way detract from the main purpose of the Club set out above.
b.4 Monies paid to the Club: The only purpose for which monies are to be paid to the Club shall be by way of subscription fees for membership or as entry into the Matchday Jackpot or by way of donations of prizes for Valley Gold (provided that the value of such prizes must not exceed £25,000 or such other amount permitted from time to time pursuant to the 2005 Act).
(a) Membership Applications: All applications for membership shall be submitted to the Club in such form as from time to time may be prescribed by the Management Committee. Such application shall be signed by the applicant and accompanied by the appropriate subscription fee.
(b) Consideration of Applications: If the Administrator is not satisfied with any application, he may refer it to the Management Committee for consideration and the Management Committee has absolute discretion to accept or refuse any application.
(c) Notification of Outcome: The Administrator shall notify the applicant of the outcome of his application as soon as practicable after the result of the application has been finally determined.
(d) Entitlement to Vote: Members shall be entitled to one vote at any General Meeting of the Club.
(a) Subscription Fee: The subscription fee for membership of the Club shall be such amount as the Management Committee determines from time to time.
(b) Membership Cards: The Club shall provide Members with a membership card. Membership cards are not transferable. Membership cards remain the property of the Club and shall be surrendered upon request. In the event of a membership card being lost or destroyed (and on evidence to the Administrator’s satisfaction of such), the Club may issue a replacement membership card.
(c) Resignation of Members: Any Member may resign his membership by notice in writing to the Club. Such notice shall take effect on receipt by the Club. On resignation, no refund of subscription fees shall be due or payable otherwise than at the discretion of the Management Committee.
(d) Effect of Ceasing to be a Member: On ceasing to be a Member, a person forfeits all rights as a Member and any rights to and claim upon the Club, its property, its funds and any benefit in relation thereto.
(a) Any Member may be expelled from membership of the Club with no refund of any monies paid to the Club by a duly convened meeting of the Management Committee for any activity deemed by the Management Committee to be such as to bring the Club into disrepute.
(b) Any such expelled Member shall have the right of appeal, to be exercised by written request to the Management Committee within 1 month of the communication to such a Member of the Management Committee’s decision to expel that Member, to an independent Director of Charlton Athletic FC, who shall have the power to reverse the decision of the Management Committee to expel such a Member or to confirm that such a decision of the Management Committee shall stand.
(a) Management of Club: The management of the Club (except as otherwise provided by these Rules) shall be conducted by the Management Committee. Without prejudice to the generality of the obligation of the Management Committee to manage the Club, the Management Committee shall be responsible for the following:
a.1 promoting the objects of the Club and ensuring compliance with the 2005 Act:
a.2 operating and promoting Valley Gold, the Valley Gold Scheme and the Matchday Jackpot;
a.3 approval of the business plan of the Club;
a.4 controlling expenditure;
a.5 managing the operations of any employee of the Club; and
a.6 approval of pricing structures for the Club.
(b) Make-up of Management Committee: The Management Committee shall be made up of 4 Officers and the Chair. All Officers and the Chair shall be qualifying persons under the 2005 Act and any person appointed as an Officer or the Chair who has been found guilty of either an offence under the 2005 Act or other gaming legislation or of an offence involving dishonesty or fraud shall be deemed to have been expelled from the Management Committee immediately prior to such offence.
(c) Appointment of Chair: The Management Committee shall be chaired by the Chair. The Chair shall be independent of Charlton Athletic FC, CAFC, any Group Company and the Supporters’ Representatives. The Chair shall be appointed by the Management Committee.
(d) Voting of Chair: The Chair shall be entitled to vote on any resolution of the Committee.
(e) Role of Chair: The function of the Chair shall be to oversee the Club and to ensure that such is operated and managed in accordance with the 2005 Act and the Rules. In the event that the Chair considers that the Club is not being operated or managed in accordance with the 2005 Act or these Rules, the Chair shall notify the Management Committee and CAFC in writing. Such notification shall detail the alleged breach of the 2005 Act or Rules and require a reasonable period for remedy of such breach, where capable of remedy. In the event that any such breach is not remedied within such period, the Chair shall, on seven days’ notice to CAFC, suspend the operation of the Club. The Chair shall at all times act reasonably in the performance of his functions.
(f) Appointment of Officers: CAFC shall have the right to appoint and remove 2 Officers (the “CAFC Officers”). The Supporters’ Representatives shall have the right to appoint and remove 2 Officers (the “SR Officers”.) Such appointment and removal shall be made on notice to the Club. The Officers shall be independent of those involved in the promotion of Valley Gold and the Club, acting by its Management Committee, shall be entitled to reject any person appointed by either CAFC or the Supporters’ Representatives if such appointment would affect the registration of the Club as a Small Society for the purposes of the 2005 Act.
(g) Retirement of Officers; Every Officer of the Management Committee (and for the avoidance of doubt, this shall not include the Chair) shall be appointed for a term of 3 years and on the expiration of such 3 year period, the Officer shall be deemed to have resigned automatically. On such resignation the appointing body (CAFC or the Supporters’ Representatives) shall be invited to exercise their right to appoint in accordance with Rule 8.6 above, but failing a suitable appointment as deemed by the Club, the Club, acting by its Management Committee, shall have the right to appoint any retiring Officer for a further 3 year period provided that the said retiring Officer is in agreement with such appointment. (The Management Committee may appoint an independent person to fill any casual vacancy on the Management Committee until the appointment of a newly appointed Officer has been made by CAFC or Supporters’ Representatives in accordance with Rule 8.6 above).
(h) Administrator: The Management Committee shall engage a person to perform the secretarial functions of the Management Committee (the “Administrator”) and to take and prepare minutes of all meetings of the Management Committee and any General or Special Meetings. The Administrator shall have a service contract with the Club, and shall be responsible for:
h.1 maintaining the records of Members;
h.2 maintaining other records required to maintain the Club’s registration as a Small Society Lottery.
(i) Financial Officer: The Management Committee will elect one Officer as the financial officer (the “Financial Officer”) of the Management Committee. The Financial Officer shall be responsible for preparation of a monthly report to the Management Committee (the “Financial Report”) including the matters set out in Rule 11.3 and the following:
i.1 to ensure that the financial management of the Club complies at all times with the requirements of the 2005 Act:
i.2 to ensure that the annual statutory fee is paid to maintain the Club’s registration as a Small Society Lottery;
i.3 to ensure that the Club’s registration as a Small Society Lottery with Royal London Borough of Greenwich is maintained;
i.4 to monitor the activities of the Promoter to ensure compliance at all times with the 2005 Act;
i.5 to ensure that any cheques drawn or transfers of monies made, by the Club are signed by a minimum of 2 Officers (for values up to and including £5,000) and by the Financial Officer and the Chair (for values above £5,000), and
i.6 to ensure that any financial commitments made or proposed by the Club acting by the Management Committee are authorised in advance by the Financial Officer.
(j) Meetings of Management Committee: The Management Committee shall meet not less than ten times in any consecutive period of 12 months. Save in respect of any resolution to amend the Rules or the Valley Gold Scheme, resolutions of the Management Committee shall be made by simple majority. Any resolution to amend the Rules or the Valley Gold Scheme shall be unanimous. Members of the Management Committee may attend, participate in any vote held at, and form part of the quorum of, any meeting of the Management Committee by telephone or other arrangement where they can hear proceedings and be heard.
(k) Notice of Meetings: Notice of meetings of the Management Committee, setting out the date and time of the meeting, shall be given by the Administrator on not less than 7 days’ notice. The agenda for each meeting shall be the Agreed Fixed Agenda unless an Officer or the Chair notifies the Administrator of business he wishes to be included on the agenda, in which case such business shall be included on the agenda.
(l) Quorum: The quorum of meetings of the Management Committee shall be 4 Officers or 3 Officers and the Chair, all of whom shall be entitled to vote. If a quorum is not present at a Management Committee meeting within 30 minutes of the time it is due to commence, unless the Chair reasonably considers that it is necessary and in the best interests of the Club that the meeting proceeds, that meeting will be adjourned to a date agreed by those Officers present, such date to be between 7-14 days after the date of the postponed meeting. If no quorum exists within 30 minutes of the start of the reconvened meeting, the Officers present shall constitute a quorum and the Chair shall also be entitled to vote on all resolutions at such reconvened meeting.
(m) Agreed Fixed Agenda: The Agreed Fixed Agenda shall consist of approval of the minutes of the previous meeting, the Promoter’s Report, a report from the Financial Officer including the Financial Report, a statement of compliance with the 2005 Act and the Rules by the Chairman and any other business.
(a) Meetings of Members Convened by the Management Committee: The Management Committee shall have the power (but shall not be obliged to do so) to call a meeting of the Members at any time on 30 days’ notice to discuss such business as it deems necessary. Notice shall be in writing to each Member’s last notified address.
(b) Meetings of Members Convened by Members: Any group of Members representing not less than 10% in number of the then-current Members shall have the power (but shall not be obliged) to call a meeting of the Members at any time on 30 days’ notice to discuss such business as they deem necessary. Notice shall be in writing to each Member’s last notified address.
(c) Chair: The Chair shall preside at any such meeting of Members or in the Chair’s absence, an Officer.
(a) Appointment of Promoter: The Promoter shall be appointed by the Management Committee and shall not be a Management Committee member and the Promoter shall have a service contract with the Club.
(b) Promoter’s Functions: The Promoter shall be engaged to perform the functions specified in the Valley Gold Scheme.
(c) Promoter’s Report: The Promoter shall prepare and provide to the Administrator a report (the “Promoter’s Report”) for discussion at each Management Committee meeting.
(d) Contents of Promoter’s Report: The Promoter’s Report shall include the following information in relation to the monthly period to which it relates: a membership schedule, a schedule of new Members, a schedule of prizes drawn and paid, a report on progress of the Club and other matters relevant to the running of the Club.
(a) Accounting Period: The accounting period of the Club shall be 1 July – 30 June.
(b) Auditor’s Report: The Club shall prepare unaudited year end accounts within 10 months of the year end and submit these accounts to CAFC and, if the Management Committee sees fit, make these available to the Members. Should either CAFC or the Members, acting by the Supporters’ Representatives, request an audit then this will be performed at the expense of the body requesting such an audit. The scope and reporting will be outside of the control of the Club.
The books and records must be made available at anytime for inspection by either CAFC, the Supporters’ Representatives or the Members having been given 30 days’ notice in writing.
(c) Contents of Financial Report: The Financial Report shall include (a) a statement of income and expenditure for the period from the last reporting date and a cumulative report from the beginning of the financial year of the Club to that date, (b) a forecast of income and expenditure on a monthly basis forward for a minimum of 3 months, including all prizes to be paid and all expenses anticipated, (c) balance sheet as at the previous month end, (d) statement comparing the actual cash position with that shown in the forecast and (e) any other reports that the Management Committee consider necessary.
(a) Indemnity: The Club shall indemnify the Management Committee from and against all costs, claims, demands or liabilities which are incurred by or made against any Officer or the Chair, the Management Committee, the Administrator or the Promoter arising from the performance of or in connection with the duties of such in relation to the Club, save in the case of fraud or dishonesty.
DISSOLUTION AND WINDING UP
(a) Dissolution: If at any meeting of the Management Committee a resolution for the dissolution of the Club is passed unanimously the Management Committee shall dissolve the Club by winding it up in the following manner. The Management Committee shall as soon as reasonably practicable:
a.1 notify all Members of the dissolution of the Club;
a.2 discharge all liabilities of the Club;
a.3 proceed to realise the property of the Club; and
a.4 deal with the outstanding liabilities or assets (as the case may be) in accordance with paragraphs 13.2 and 13.3 below.
(b) Outstanding Liabilities: Any excess of liabilities over assets on a winding up shall be borne equally by all Members as at the date of issue of the notice of dissolution to Members and the Members shall provide such equal contribution within 7 days of being requested to do so by the Management Committee.
(c) Outstanding Assets: Any excess of assets over liabilities on a winding up shall be applied for the main purposes of the Club as set out in its objects and no such assets shall be distributed in any way to Members.
INTEPRETATION AND AMENDMENT OF RULES AND SCHEME
(a) Interpretation: The Management Committee is the sole authority for the interpretation of the Rules and the Valley Gold Scheme. The decision of the Management Committee upon any question of interpretation or upon any matter affecting the Club and not provided for by these Rules or the Valley Gold Scheme is final and binding on the Members PROVIDED that no decision of the Management Committee shall prejudice the status of the Club as a Small Society Lottery for the purposes of the 2005 Act.
(b) Amendment: The Rules and the Valley Gold Scheme may only be added to, repealed or amended by a unanimous resolution of the Management Committee.
(a) Data Protection: Each Member acknowledges that the personal data provided by him for use by the Club has been fairly and lawfully obtained and the Member further acknowledges that CAFC, any Group Company and any Supporter’s Representatives shall be permitted to use such personal data for the purposes of its own databases including, without limitation, the marketing to the Member of other products and services of CAFC or any Group Company. The Club undertakes that they will use all reasonable endeavours to comply with the provisions of the Data Protection Act 1998 in relation to the Member’s personal data.
(b) Notices: Notices given under or in connection with the Rules or the Valley Gold Scheme may be given by posting them in first class prepaid letters addressed to the Club at the Valley or by posting them to the Member at his address as last notified by the Member to the Club or by personal delivery to the Member. A notice shall be deemed to have been served 72 hours after the time of posting or immediately upon service in person.
(a) Definitions: In these Rules the following words and expressions shall have, where the context so admits, the following meanings:
the Gambling Act 2005;
the administrator of the Club as appointed pursuant to Rule Administrator: The Management Committee shall engage a person to perform the secretarial functions of the Management Committee (the “Administrator”) and to take and prepare minutes of all meetings of the Management Committee and any General or Special Meetings. The Administrator shall have a service contract with the Club, and shall be responsible for:;
Agreed Fixed Agenda
the agenda for Management Committee meetings as set out in Rule 8.13;
the auditor from time to time of the Club, if any, as appointed pursuant to Rule 11.2;
the report prepared by an auditor pursuant to Rule 11.2;
Charlton Athletic Football Company Limited;
the person responsible for chairing the Management Committee, appointed pursuant to Rule Appointment of Chair: The Management Committee shall be chaired by the Chair. The Chair shall be independent of Charlton Athletic FC, CAFC, any Group Company and the Supporters’ Representatives. The Chair shall be appointed by the Management Committee.;
Charlton Athletic FC
Charlton Athletic Football Club, an association football club owned by CAFC;
The Charlton Club, a private members club;
has the same meaning as in section 840 of the Insolvency Act 1986;
the database of Members;
the Financial Officer
has the meaning in Rule 8.9;
the Financial Report
the monthly financial report prepared monthly by the Financial Officer;
Charlton Athletic FC Youth Academy;
meetings of all Members convened under Rule GENERAL MEETINGS by the Management Committee or the Members;
any subsidiary or holding company of CAFC as defined by section 736 of the Companies Act 1985 (as amended);
the committee of persons responsible for management of the Club as constituted pursuant to Section 7 of the Rules;
the jackpot draw held on Charlton Athletic FC 1st team home matchdays, entry to which is not restricted to Valley Gold Members;
members of the Club from time to time;
an officer of the Club being a member of the Management Committee other than the Chairman who shall not be an officer;
the promoter of the Scheme as appointed by the Club pursuant to Rule 10.1;
the report prepared by the Promoter pursuant to Rule 10.3;
these rules, being the rules of the Club as the same may be amended from time to time;
Small Society Lottery
has the meaning set out in Schedule II of Parts 4 and 5 of the 2005 Act;
a company which is under the Control of CAFC and which is a subsidiary of CAFC within the meaning of section 736 of the Companies Act 1985;
any group representing the supporters of CAFC from time to time and recognised as such by the Management Committee, if any;
the football stadium at The Valley, Floyd Road, London SE7 8BL; and
the lottery, being a Small Society Lottery as defined under Schedule II Parts 4 and 5 of the 2005 Act registered with Greenwich Borough Council and promoted on behalf of the Club as a society under section 5 wholly or mainly for the support of the Football Academy and comprising matchday draws, daily and Christmas draws; and
the Valley Gold Scheme
the scheme for the operation and promotion of Valley Gold constituted and governed by the Rules with, and subject to, any amendments thereto properly effected.
The following provisions shall apply to the definitions:
b.1 words denoting the singular shall include the plural and visa versa;
b.2 words importing a gender shall include every gender and references to person shall include bodies corporate and unincorporated and vice versa;
b.3 reference to any enactment shall be construed as a reference to that enactment as from time to time amended, modified, extended or re-enacted and shall include any orders, regulations, instruments or other sub-ordinate legislation made under the relevant enactment;
b.4 headings and captions are provided for reference only and shall not be considered as part of the Rules.