“The President” refers to the person elected from time to time to be the president of the club;
“The Secretary” refers to the person elected from time to time to be secretary of the club;
“The Treasurer” refers to the person elected from time to time to be treasurer of the Club;
“The Management Committee” refers to the committee appointed from time to time to manage the club;
“The Members” refers to the members of the Club
“ClimbScotland or Mountaineering Scotland” refers to the governing body for rock climbing in Scotland, The Old Granary, West Mill Street, Perth PH1 5QP
“’Charitable body’ shall mean a body on the Scottish Charity Register which is also regarded as a charity in relation to the application of the Taxes Acts.”
“‘Charitable object or purpose’ means a charitable purpose under section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.”
Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include bodies corporate (however incorporated) and unincorporated, including unincorporated associations of persons and partnerships.
The objects of the club shall be to:
- The advancement of public participation in sport by providing a fully inclusive, experience and practice in outdoor and indoor rock climbing to the members of the club by participating in the sport of climbing at indoor and outdoor rock climbing venues.
- The advancement of education in the sport by providing coaching in the skills required for indoor and outdoor rock climbing to the members of the club in order to improve their experience, performance and knowledge of outdoor rock climbing. We aim to provide a knowledge base on the safe practice and possible dangers of indoor and outdoor rock climbing to encourage safe and life-long participation in the sport. This will be accomplished using qualified freelance instructors and experienced volunteers to offer a wide range of skills training, coaching and experience days to our members, in order to promote best practice in the sport.
- Providing the means and necessary expertise for all club members to gain access to indoor and outdoor rock climbing venues for recreational climbing, whilst providing a safe, enjoyable and sociable environment and promoting climbing as a fun activity to improved general wellbeing, physical and mental fitness.
4. Application of Surplus Funds
The club is a non-profit making organisation and the income and property of the club shall be applied solely towards promoting the club’s objectives and no portion thereof shall be paid or transferred, directly or indirectly, to the members of the club.
Nothing in clause 4.1 shall prevent the club from entering an agreement with a
member for the supply by him to the club of goods or services or for his employment by the club, provided that such arrangements are approved by the Management Committee.
No member shall be paid a salary, bonus, fee or other remuneration for being a member of the club
Eligibility for membership
Persons of any gender are eligible for full membership of the club. No person shall be denied membership of the club on the grounds of race, ethnic origin, creed, colour, age, disability, gender, occupation, sexual orientation, religion, political or other beliefs.
Admission of Members
Any person who wishes to become a member must submit an application in such form as the Management Committee shall decide. Every candidate for membership shall be considered by the Management Committee, which shall admit that candidate to membership of the Club unless to do so would be contrary to the best interests of the sport or the good conduct and interests of the Club.
The membership shall consist of the following categories:
Adult Members: Who are 18 years and older, will be members of either the Adult Club (The Glasgow Silverbacks) or the Disability Sport Club (The Glasgow Gorillas Paraclimbing Club)
Youth Members: Who will be under the age of 18, will be members of the Youth Club (The Glasgow Gorillas) or the Disability Sport Club (The Glasgow Gorillas Paraclimbing Club)
(a) Full memberships will be reviewed every 6 months (September and March).
Affiliate Members: Affiliate: Affiliate membership is open to adult volunteers including parents/nominated adults and GCC support staff. Affiliate members can vote, hold office and may benefit from the opportunity to volunteer but are not the primary beneficiaries of the Club
(a) Affiliate members are to be trained to a minimum requirement of skills and knowledge before volunteering for the club. Minimum requirements are to be agreed upon at each AGM.
(b) Each affiliate member should be trained to the club minimum requirements so they can assist in bouldering, top roped climbing or lead climbing. The club secretary will keep record of which members are qualified to assist in which activity.
The annual fee for each type of member shall be determined from time to time at the Annual General Meeting
The members shall pay any annual subscription fees set at the Annual General
No person who has been elected a Member shall be entitled to the privileges of membership until they has paid their first annual subscription.
Any member whose subscription is not paid by such date as has been determined at the Annual General Meeting the Management Committee shall be deemed to have resigned his membership of the Club.
All members joining the Club shall be deemed to accept the terms of this Constitution and any Bye-Laws published hereinafter by the Club.
All parents of full youth members will be expected to support the club in some way (eg. Providing transport if required)
Only members shall be entitled to receive notice of, attend and vote at general meetings.
The Management Committee may terminate the membership of any person, or impose any other sanction it determines to be appropriate, in connection with the breach of any condition of membership.
A member may withdraw from membership of the club at any time; membership shall not be transferable in any event and shall cease immediately on death or dissolution or on the failure of the member to comply or to continue to comply with any condition of membership.
Subject to the remaining provisions of this rule, the Management Committee shall have power to refuse membership or expel a member only for good and sufficient cause, such as conduct or character likely to bring the club or the sport into disrepute.
A member shall not be expelled unless they are given 14 days written notice of the meeting of the Management Committee at which their expulsion shall be considered and written details of the complaint made against them.
The member shall be given an opportunity to appear before the Management
Committee to answer complaints made against them. The member must not be expelled unless at least two thirds of the Management Committee then present vote in favour of their expulsion.
The Management Committee may exclude the member from the club’s premises until the meeting considering their expulsion has been held. For the avoidance of doubt, the member shall be entitled to attend that meeting for the purpose of making their representations.
The member may appeal against the Management Committee’s decision by notifying the Management Committee who shall put the matter to the club’s members at a general meeting and decided by a majority vote of members present and voting at such meeting.
8. Effect of Resignation or Expulsion
Any person ceasing to be a member forfeits all right to and claim upon the club, its property and its funds.
The Management Committee may refund an appropriate part of a resigning Member’s subscription if it considers it appropriate taking account of all the circumstances.
The affairs of the Club shall be conducted by an Management Committee that shall consist of the ‘Officers’ of the club (President, Vice President, Secretary and Treasurer) elected annually at the Annual General Meeting and at least two additional full members (age over 16) selected voluntarily at an annual meeting.
The Officers of the Club will consist of:
President: Elected annually at the Annual General Meeting.
Vice President: Elected annually at the Annual General Meeting.
Treasurer: Elected annually at the Annual General Meeting.
Secretary: Elected annually at the Annual General Meeting.
Full Members: Member representatives selected annually at the AGM
- If the post of any elected officer or other committee member should fall vacant after such an election, the Management Committee shall have the power to fill the vacancy.
The members of the Management Committee may exercise all of the powers of the club for the purposes of the management of the club.
Each member of the Management Committee must be a fit and proper person to be involved in the general control, management and administration of the club and must declare that they is a fit and proper person prior to being elected.
The offices of Secretary and Treasurer may be conjoined for such time as the club at its Annual General Meeting may determine
The Management Committee shall be elected at the annual general meeting in each year, and subject to termination of office by resignation, removal or otherwise, the members remain in office until they or their successors are re-elected or elected (as the case may be) at the annual general meeting following their re-election or election (as the case may be).
Any person nominated as a member of the Management Committee should be a full or affiliate adult members of the club unless otherwise determined at the Annual General Meeting.
In addition to the members elected or appointed in accordance with this Rule 9, the Management Committee may co-opt further members who shall serve until the next annual general meeting. Co-opted members shall be entitled to vote at the meetings of the Management Committee.
A member of the Management Committee shall be deemed to have vacated office if:
- They becomes bankrupt or makes any arrangement or composition with their creditors generally; or
- They resigns their office by notice to the Club; or
- They are suspended from holding office or from taking part in any activity relating to the administration or management of the Club by a decision of the Club or Mountaineering Scotland
- They are requested to resign by not less than two-thirds of the other Management Committee members acting together.
Any person accepting election or nomination to the Management Committee who has any financial interest in the sport must, before such election or nomination, state in writing to the club all such interests. Failure to do so will lead to automatic disqualification from Management Committee. The Management Committee has the right to veto such an election if, in its opinion, it is not in the best interests of the Club.
All officers of the club shall be trustees of the Club.
10. Proceedings of the Management Committee
Management Committee meetings shall be held as often as the Management Committee thinks fit provided that there shall not be less than 2 meetings each year. The quorum for such meetings shall be 5 members. The President and the Secretary shall have discretion to call emergency meetings of the Management Committee if they consider it to be in the interests of the Club. The Secretary shall give all the members of the Management Committee not less than 7 days’ notice of a meeting.
The President shall be the chairman of the Management Committee. Unless they are unwilling to do so, the President shall preside at every meeting of the Management Committee at which they are present. If there is no person holding that office or if the President is unwilling to preside or is not present within fifteen minutes after the time appointed for the meeting, the members of the Management Committee present may appoint one of their number to be chairman of the meeting.
Decisions of the Management Committee shall be made by a simple majority and in the event of an equality of votes the President (or the acting chairman of that meeting) shall have a casting or additional vote.
The Management Committee may from time to time appoint from among its number such sub-committees as it considers necessary and may delegate to them such of the powers and duties of the Management Committee as the Management Committee may determine. All sub-committees shall periodically report their proceedings to the Management Committee and shall conduct their business in accordance with the directions of the Management Committee.
The Management Committee shall be responsible for the management of the Club and shall have the sole right of appointing and determining the terms and conditions of service for freelance instructors.
The members of the Management Committee shall be entitled to an indemnity out of the assets of the Club for all expenses and other liabilities properly incurred by them in the management of the affairs of the Club.
Any member of the Management Committee may participate in a meeting of the Management Committee by way of video conferencing or conference telephone or similar equipment which allows every person participating to hear and speak to one another throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in the quorum and be entitled to vote. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the
Chairman of the meeting is.
11 Annual General Meetings
11.1 Annual General Meeting
The annual general meeting of the Club shall be held at such time as the
Management Committee shall decide each year to transact the following business:
- to receive the President’s report of the activities of the club during the previous year;
- to receive and consider the accounts of the club for the previous year, and the Treasurer’s report as to the financial position of the club;
- to elect the auditor or independent examiner;
- to elect the President, Vice-President, Treasurer, Secretary and other members of the Management Committee; the President to be elected for a one year term, only, unless otherwise determined by the Annual General Meeting;
- to approve the minutes of the previous year’s Annual General Meeting;
- to consider any changes to the constitution of the club;
- to decide on any resolution which may be duly submitted
- to deal with any other matters
- 21 days notice shall be given to all members of the Annual General Meeting and of any other General Meeting.
Notice of any resolution proposed to be moved at the annual general meeting shall be given in writing to the Secretary not less than 14 days before the meeting.
No period greater than fifteen months shall elapse between one annual general meeting and the next.
12 Extraordinary General meeting
An Extraordinary General Meeting shall be called by an application in writing to the Secretary supported by at least eight members of the Club. The Management Committee shall also have the power to call an Extraordinary General Meeting by decision of a simple majority of its members.
13. Procedures at the Annual and Extraordinary General Meetings
The Secretary shall send to each member at his last known address written notice of the date, time and place of the general meeting together with the resolutions to be proposed at least 14 days before the meeting. The accidental failure to give notice to any person entitled to notice, or the accidental omission of any such details in any notice, shall not invalidate the proceedings at the meeting.
The quorum for the annual and extraordinary general meetings shall be 8 members. No business other than the appointment of the chairman of the meeting shall be transacted at the general meeting if the persons attending it do not constitute a quorum.
The President shall preside at all meetings of the club but if they are not present within 15 minutes after the time appointed for the meeting or has signified their inability to be present at the meeting, the members present may choose one of the other members of the Management Committee present to preside and if no other member of the Management Committee is present or willing to preside the members present may choose one of their number to be chairman of the meeting.
If the persons attending an annual or extraordinary general meeting do not constitute a quorum within 15 minutes of the time at which the meeting was due to start, or if during a meeting, a quorum ceases to be present, the chairman of the meeting must adjourn it. The chairman of the meeting must adjourn the meeting if directed to do so by the meeting. When adjourning an annual or extraordinary general meeting the chairman of the meeting must specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the members of the Management Committee.
Each voting member shall have one vote and resolutions shall be passed by a simple majority of those members present and voting. In the event of an equality of votes the chairman of the meeting shall have a casting or additional vote.
No objection may be raised as to the qualification of any person voting at a meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. Any such objection must be referred to the chairman of the meeting.
The Secretary, or in their absence a member of the Management Committee, shall take minutes at annual and extraordinary general meetings.
There shall be no right for a member to vote by proxy.
Any member may introduce guests to the club, and any other person, coach, other team representative, match official or spectator attending the club’s session (by invitation of the club) who is not a member shall be a guest of the Management Committee, provided that no one whose application for membership has been declined or who has been expelled from the club may be introduced as a guest.
15. Alteration of the Rules
These Rules may be altered by resolution at an annual or extraordinary general meeting provided that the resolution shall not be passed unless carried by a majority of at least two-thirds of the members present and at the general meeting, the notice of which contains particulars of the proposed alteration or addition.
16. Regulations and Standing Orders
The Management Committee shall have power to make, repeal and amend such regulations and standing orders as it may from time to time consider necessary for the wellbeing of the club provided that they shall not prejudice the club’s status as a Community Amateur Sports Club. Such regulations and standing orders and any repeals or amendments to them shall have effect until set aside by the Management Committee.
17. Use of Facilities
The club agrees that all coaches and, so far as reasonably practicable, members using the facilities used by the club will be required, as a condition of such use, to agree to be bound by and subject to these rules, the policies of Mountaineering Scotland.
18 Finance and Accounts
The financial transactions of the club shall be recorded by the Treasurer in such manner as the Management Committee thinks fit.
Full accounts of the financial affairs of the club shall be prepared each year. These accounts shall be duly audited by the auditors or examined by an independent examiner. The accounts must be made available to every Member when notice concerning the annual general meeting is given.
All trusties of the club shall be considered to be jointly responsible for the financial liabilities of the club.
All money payable to the club shall be received by the person authorised by the Management Committee to receive such money and shall be deposited in a bank account in the name of the club. The Management Committee will agree the form and operation of the club bank accounts. Any money not required for immediate use may be invested as the Management Committee, in its discretion, thinks fit.
The Management Committee shall have power to authorise the payment of remuneration and expenses to any officer, member of the Management Committee, Member or employee of the club and to any other person or persons for services rendered to the Club.
The Management Committee, or member of any sub-committee, shall be indemnified out of the funds of the Club against any loss or liability which he, she or they may respectively incur or sustain, in connection with or on behalf of the Club and each of them shall be chargeable only for so much money as he or she may actually receive and they shall not be answerable for the acts, receipts, neglects or defaults of each other, but each of them for his or her own acts, receipts, neglects or defaults only.
The Management Committee may borrow a maximum total amount of £5,000 on behalf of the club for the purposes of the club from time to time at its own discretion and with the sanction of a general meeting any further money above that sum.
When so borrowing the Management Committee shall have power to raise in any way any sum or sums of money and to raise the repayment of any sum or sums of money in such manner on such terms and conditions as it thinks fit provided that in the event that the repayment of any sum or sums is to be secured (in particular by Mortgage of or charge upon, or by the issue of debentures charged upon all or any part of the property of the club) the grant of such security must be approved by the club at a general meeting).
The Management Committee shall have no power to pledge the personal liability of any member for repayment of any sums so borrowed.
The Executive Committee shall have the power to publish and enforce such bye-laws as the membership feels necessary to govern the activities of the Club.
The club can send, make available or supply any notice, ballot paper, accounts, document, or other information by personal delivery, by posting it to the intended recipient’s usual address, by sending it or supplying it in electronic form to an address notified by the intended recipient to the club or by making it available on a website and notifying the intended recipient of its availability in accordance with this rule.
If any notice or other information is left by the club at the intended recipient’s usual address, it is treated as being received on the day it was left.
If any notice or other information is sent by the club by post, it is treated as being received the day after it was posted if first class post was used, or 72 hours after it was posted if first class post was not used. In proving that any notice or other information was received, it is sufficient to show that the envelope was properly addressed and put into the postal system with postage paid.
If any notice or other information was sent using electronic means, it is treated as being received on the day it was sent. In the case of notices or other information available on a website, the notice or other information is treated as being received on the day on which it was made available on the website or, if later, the day on which the notice of availability is treated as being received by the intended recipient in accordance with this rule.
22 Child Protection Policy
The club has adopted the Mountaineering Scotland Child Protection Policy and associated procedures as amended from time to time.
All coaches and instructors performing regular sessions with the club are or are in in the process of becoming members of the PVG scheme.
Outdoor sessions will work on a ratio deemed appropriate for the volunteers available (to be decided upon confirmation of volunteers). A minimum of 3 adults are required to run an outdoor session, consisting of males and females.
Indoor sessions will work to the minimum ratio required for the selected centre. A minimum of 3 adults are required to run an indoor session, consisting of males and females.
23. Data Protection
Sharing members’ personal data with Mountaineering Scotland for the purpose of registration for insurance, magazine or email communications, means Mountaineering Scotland is also a controller of the personal data of members of clubs.
A resolution to dissolve the club shall be proposed only at an extraordinary general meeting and shall be passed only if carried by a majority of at least three-quarters of the members present and voting.
The dissolution shall take effect from the
date of the resolution and the members of the Management Committee shall be
responsible for the winding-up of the assets and liabilities of the club.
Any assets remaining on a winding up or dissolution of the club after the discharge of the debts and liabilities of the club shall not be paid to or distributed among the members of the club, but shall be given or transferred to a charitable organisation with similar goals as those of the club (participation in outdoor rock climbing). Where no such organisation is identified assets shall be donated to the Mountaineering Scotland for distribution among their youth development projects, provided that assets continue to be used for a charitable purpose.’