– Rules for the Governing of University of Limerick Bohemian Rugby Football Club
1. Name and Objects
1.1 The name of the club is University of Limerick Bohemian Rugby Football Club or abbreviated to UL Bohemian RFC (hereinafter referred to as “The Club”).
1.2 The culture, history and traditions of Bohemian Rugby Football Club and the University of Limerick Rugby Club shall be adopted and respected by the Club.
1.3 The principal objects of the Club shall be the playing, promotion and development of the sport of Rugby Union Football amongst the members of the Club from time to time, the local community and the students of the University of Limerick.
1.4 The Club shall not discriminate against any person or persons nor shall it refuse membership to any person or persons by reason only of that person or persons’ gender, marital status, family status, disability, sexual orientation, age, religion, race or by virtue of being a member of the travelling community.
1.5 All other lawfully permitted activities in or on the Club’s premises and its facilities, whether indoor or outdoor, shall be incidental or ancillary activities, subservient in all respects of the principle objects of the Club
1.6 The registered address of the Club shall be at Mulcair Drive, Annacotty, Limerick.
2.1 Unless the context otherwise requires, the following expressions shall have the following meanings:
“The Board” shall mean the Board of Management as defined in Clause 6 herein.
“The Officers” shall mean such of the following as may be elected pursuant to these Rules from time to time:
- Vice Presidents;
- Honorary Secretary;
- Honorary Treasurer;
- Club Registrar;
- Underage Representative; and
- Munster Branch Delegate.
“Student Members” shall mean such members who are either full-time or part-time students of the University of Limerick whether attending undergraduate, post-graduate or evening degree programmes and courses.
“The Trustees” shall mean the Trustees of the Club as provided for in these Rules.
2.2 Whenever used herein, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall include all genders.
3. Colours of the Club
3.1 The colours of the Club (“the Colours”) shall be determined from time to time by the Executive Committee. However, until such time as the Colours are changed by the Executive Committee, the Colours shall be represented by a predominantly red jersey with white shorts and red socks with white hoops. The Club’s alternative Colours shall be predominantly blue or a combination thereof.
4.1 The Membership of the Club shall consist of the following:
(i) Ordinary Members;
(ii) Honorary Life Members;
(iii) Overseas Members;
(iv) Student Members;
(v) Youth Members;
(vi) Mini & Pre-Mini Members; and
(vii) Such other categories of membership as may be approved by the Executive
4.2 Ordinary Members shall include:
(i) Playing and non-playing members;
(ii) Club coaches and Club referees;
(iii) Family members; and
(v) Membership obtained as part of a sponsorship deal.
4.3 Each application for admission to membership must be proposed by a member and approved by the Executive Committee. The Executive shall have the power without assigning cause to reject any application for membership. The Executive shall have the power as it thinks fit to delegate this authority to such person or persons as the Executive by resolution deem appropriate.
4.4 Annual subscriptions shall be fixed by the Executive Committee and shall be payable by the 30th September each year or immediately on approval of membership. Members whose subscriptions are unpaid at the date of an Annual General Meeting or any General Meeting (“General Meeting”) shall not be entitled to present themselves as a candidate or propose a candidate for any position and shall not be entitled to vote at such General Meeting. Members whose subscriptions are unpaid for two years shall cease to be members of the Club provided always that non-payment or delayed payment beyond this two year period by a bona fide playing member of the Club shall not, at the discretion of the Executive, disqualify such a player from enjoying the privileges of Membership and playing for the Club rugby teams.
4.5 No person shall be entitled to remain a Youth Member after he or she has become ineligible to play in Age Grade competitions.
4.6 Youth Members shall not be entitled to present themselves as a candidate or vote at General Meetings.
4.7 The Executive shall have the discretion to nominate and put forward the name of a person or persons for consideration as an Honorary Life Member in recognition of that person(s) achievements on the playing field or some other contribution to the Club which the Executive believes warrants such recognition. Honorary Life Membership may only be bestowed on a person by a majority vote of members at an AGM.
4.8 Any member wishing to resign from membership of the Club must send in a written notice to that effect to the Honorary Secretary before the 1st of September in any year failing which such member will be held liable for that year’s subscription.
5. Conduct and Discipline
5.1 All members of the Club shall be bound by the Club Constitution and/or any bylaws and/or any regulations made from time to time. The Club’s Constitution shall be published on the Club’s website and a copy may be obtained if required by requesting same from the Honorary Secretary. No member shall be absolved from a breach of the Club’s Rules by reason of not receiving a hard copy of the Club Constitution, bylaws and/or regulations.
5.2 The Executive Committee shall appoint the Club Disciplinary Officer who shall address complaints, carry out investigations, and report to the Executive Committee on disciplinary matters.
5.3 For matters which cannot be resolved by the Disciplinary Officer, the Executive Committee shall consider the matter and where a member behaves in such a way that in the opinion of the Executive
- is derogatory of the Club and its Members;
- fails to observe the general rules and/or bylaws of the Club made from time to time relating to the use of the facilities of the Club;
- fails to observe the general rules and/or bylaws of the Club made from time to time relating to the use of the facilities of the Club on the grounds or premises of the University of Limerick;
- behaves in a manner which is likely to bring the Club into disrepute;
such member may be subject to sanction, including suspension of membership.
5.4 For serious breaches of the Club’s Rules or serious acts of misconduct, the Executive has the power to expel the offending member.
5.5 Such member(s) have the right to appeal the decision of the Executive Committee to suspend or expel that member within 14 days of the decision to the Board of Directors who can consider the appeal and vote on the matter. To allow the appeal, a majority vote of those members present is required.
6. Board of Management
6.1 The business and affairs of the Club shall be managed by the Board of Management (”the Board”), save those powers delegated to the Executive Committee.
6.2 The Board shall comprise a minimum of 7 and a maximum of 9 persons who shall be members of the Club (“the Directors”) and appointed for a period of three years. The Board shall elect a Chairperson from amongst the members of the Board.
6.3 At each Annual General Meeting of the Club, those Directors who have served as Directors of the Board for three consecutive years shall resign and the members of the Club shall elect Directors to fill the vacated positions. The resigning Directors may offer themselves for re-election.
6.4 In the event that a Director resigns or is incapacitated or cannot fulfil his functions as a Director for whatever reason the Board shall elect a replacement Director in his stead, and subject to the provisions of Clause 6.3 and 6.7, shall serve for the remainder of the original term of the resigned or incapacitated Director so replaced.
6.5 The key functions of the Board include but are not limited to:
(i) Reviewing and guiding the strategic direction of the Club;
(ii) Reviewing annual accounts and budgets;
(iii) Overseeing major capital expenditure and development plans;
(iv) Succession planning; and
(v) Advising and supporting the Executive Committee in carrying out its functions.
6.6 The Board shall meet as and when necessary but not less than four times per annum. Four directors shall form a quorum. All Board members shall be afforded the opportunity to contribute to discussions at meetings.
6.7 The members of the Club may remove a member of the Board by a Special Resolution passed by a two-thirds majority of those present and voting at a General Meeting.
6.8 Voting by the Board shall be by majority of those present and the Chairperson in each case shall have a casting vote in addition to his own vote.
6.9 The Board, in the exercise of their functions from time to time may appoint and instruct such professional advisers as they may deem necessary.
7.1 The Executive Committee
7.2 The day-to-day operations of the Club shall be managed by the Executive Committee consisting of the following members:
(iii) Vice Presidents;
(iv) Immediate Past President;
(v) Honorary Secretary;
(vi) Honorary Treasurer;
(vii) Club Registrar;
(viii) Underage Representative
(ix) Munster Branch Delegate;
(x) Chair of Rugby;
(xi) Facilities Manager;
(xii) Media Officer;
(xiii) Director of Rugby;
(xiv) Fundraising & Sponsorship Manager;
(xv) Trustees; and
(xvi) such other persons as required to assist in the Club’s day-to-day operations.
7.3 The functions of the Executive Committee include but are not limited to:
(i) Managing the day-to-day operations of the Club;
(ii) Appointing sub-committees to assist in the management of the Club;
(iii) Admitting members and setting membership subscription fees;
(iv) Managing the Club’s financial affairs and preparing budgets;
(v) Overseeing fundraising, marketing and revenue generating projects;
(vi) Overseeing the recruitment of coaches and volunteers;
(vii) Managing and overseeing the use and upkeep of Club facilities;
(viii) Making best use of the Club’s assets and facilities;
(ix) Fostering the Club’s association with the University of Limerick;
(x) Ensuring compliance with IRFU and other Regulations;
(xi) Making plans and adopting practices and procedures in keeping with the objects of the Club and its participation in the sport of Rugby Union Football.
7.4 The Executive Committee (“the Executive”) shall meet as and when necessary for the purposes of the efficient and expeditious management of the Club on behalf of its members. Six members of the Executive shall form a quorum. All members of the Executive shall be afforded the opportunity to contribute to discussions at meetings.
7.5 The Executive shall have the power to make Regulations for the Club from time to time as the welfare, facilities and best interest of the Club and its members may require and such Regulations shall have the same binding effect on all members as these Rules. These Regulations will be subject to ratification at the following Annual general Meeting.
7.6 The Executive shall be led by a Chairperson elected annually at the Club AGM for a period of three years with a right to be re-elected for a further two years subject to annual ratification. With the exception of elected officers, all other members of the Executive shall be appointed by the Executive Committee
7.7 The Executive will guide and advise such members, volunteers and sub-committees whose function is to support the day-to-day operations of the Club to ensure that the ethos of the Club is maintained and that the aims and objectives of the Club, established from time to time, are maintained and achieved.
7.8 The Executive shall carry out its functions with due diligence and with utmost good faith with the sole purpose of managing the day-to-day operations of the Club and ensuring the Club’s values and principal objectives can be achieved. No member of the Executive shall derive personal financial benefit as a result of his membership of the Executive.
7.9 The Executive shall keep accounts and books showing the financial affairs and receipts and disbursements of the Club.
7.10 The Executive, in the exercise of its functions from time to time may appoint and instruct such professional advisers as they may deem necessary.
7.11 Voting by the Executive and all other sub-committees shall be by majority of those present and the Chairperson of the Executive in each case shall have a casting vote in addition to his own vote.
8. Property and Assets of the Club
8.1 All property, whether freehold or leasehold and other assets of the Club shall be vested in the Trustees of the Club who shall:
- hold same in trust for the benefit of the members of the Club; and
- subject to Rule 8.5 and 8.6, shall deal with such property and such assets as directed by the Board.
8.2 The Board on behalf of the members of the Club shall be entitled to call on the Trustees to enter into such property leases or licences as the Board deems proper and reasonable and as may be obtained and granted to the Club to facilitate the Club’s principle objects.
8.3 The Board shall have the power to borrow for all the purposes of the Club by way of overdraft, term loan, loan account or otherwise, from the Club’s bankers, with interest in the category of the accommodation granted, such amount of money either at one time or from time to time as it may deem proper, such borrowings to be effected in the name of the Trustees who shall on the direction of the Board give security for such borrowings and the interest thereon by the issue of bills of exchange, promissory notes or other obligations or securities of the Club or by mortgage or charge upon all or any part of the property or other assets of the Club and thereupon the Trustees shall at the discretion or direction of the Board and notwithstanding the provisions of Rule 8.5 and 8.6, make all such dispositions of the property or other assets of the Club or any part thereof and enter into such agreements in relation thereto as the Board may deem proper for giving such security.
8.4 The Board may from time to time and as the exigencies of the Club require deal with and/or dispose of assets of the Club such powers to include but are not limited to the sale, hire, transfer, licence, lease or sub-lease of assets and property of the Club in circumstances only where the proceeds of such sale, hire, transfer, licence, lease or sub-lease is utilised only in furtherance of the principle objects of the Club. Where required, the Board may direct the Trustees to enter into such agreements on behalf of the members of the Club to facilitate the sale, hire, transfer, licence, lease or sub-lease of assets and property of the Club.
8.5 Where it is proposed to dispose of the entirety of the lands in use by the Club and situate at Mulcair Drive, Annacotty, Limerick (“the Annacotty Lands”), and where
(i) licence(s) have been obtained by the Club from the University of Limerick suitable to meet the long-term requirements of the Club for the purposes of its principal objects, and/or
(ii) an alternative and suitable grounds have been secured to cater for the needs of the Club and to serve its principal objects
then in such circumstances the matter shall be put before the membership for consideration and a vote before the Board shall instruct the Trustees to make such disposition.
8.6 Similarly, where it is proposed that the lease of the Pavilion at Thomond Park is to be sold, then in such circumstances the matter shall be put before the membership for consideration and a vote.
8.7 Any proposal under Clause 8.5 and 8.6 presented at a General Meeting shall be passed by a majority of two-thirds of those present and voting.
8.8 The Board shall have the authority to contract into a management agreement with a third party for the purpose of managing the Club’s licensed premises.
9. General Meetings
9.1 The Annual General Meeting shall be held each year not later than 30th June. The Executive shall present Annual Reports to the Annual General Meeting in respect of the management, finances and operation of the Club. The financial report will be for the 12 months to the 30th April in each year.
9.2 At the Annual General Meeting each year the members of the Club shall:
(i) elect the Officers of the Club;
(ii) consider and adopt the Club’s Annual Accounts;
(ii) consider and vote on any motions or special resolutions.
9.3 Nominations for elected positions signed by two paid up members shall be sent to the Honorary Secretary at least 14 days before the Annual General Meeting or any meeting at which any such members or officers are to be elected.
9.4 Every General Meeting shall be convened by the Honorary Secretary who shall give to each paid up member due notice of the hour, date and place thereof, format and the reason for convening same. Notice may be by:
- Newspaper advertisement and/or
- Notice on Club website and/or
- Email to members and/or
- Mobile phone text.
9.5 The quorum for a General Meeting shall be 20 members in person.
9.6 Any notice of motion proposed by any paid-up member, or Officer must be presented to the Honorary Secretary at least 14 days before the date of any General Meeting.
9.7 The Chairperson, or in his absence, the Deputy Chairperson (if any) of the Executive shall be the Chairperson of all General Meetings and in the absence of both Chairperson and Deputy Chairperson, a Chairperson will be appointed by those present and entitled to vote.
9.8 If at a General Meeting a quorum has not assembled within 30 minutes after the time appointed for such meeting, the Honorary Secretary may at his discretion:
- declare such a meeting abandoned; or
- set an alternative date for such General Meeting on giving 14 days’ notice to the members and at such alternative meeting if a quorum has not assembled, the meeting shall nonetheless proceed.
9.9 Voting at every General Meeting shall be by ballot (or, at the Chairperson’s discretion, by a show of hands) and in the event of a tie, the Chairperson shall have a second or casting vote.
9.10 No person owing monies to the Club and no Underage Member (being a member under the age of 18) shall be entitled to take part in a vote at any General Meeting or to be elected as an officer of the Club.
9.11 No Special Resolution presented at a General Meeting shall be passed save by a majority of two-thirds of those present and voting.
9.12 Notwithstanding any provision of this Constitution, where an “in person” General Meeting is not possible or is impractical, such meetings may be held virtually or by some other video conferencing means in lieu of being held at a designated place. Where a virtual, video conference or similar General Meeting is held such a meeting shall have the same effect as if all persons attended in person.
10. Extraordinary General Meetings
10.1 An Extraordinary General Meeting (“EGM”) shall be called by the Honorary Secretary upon receipt of a written request for same from not less than 20 paid up members of the Club specifying the reasons for calling such EGM.
10.2 Save for the provisions as set out in Clause 10.1 of this Constitution, the Honorary Secretary shall call the Extraordinary General Meeting not less than 7 days’ following receipt by him of the requisition calling for the meeting and no later than 28 days following receipt of the requisition.
10.3 No other business other than that stated on the Agenda will be transacted at such EGM.
10.4 All matters put before the membership at an EGM and subject to a vote shall require a two-thirds majority of those present and voting to be adopted.
11. Notice Periods
11.1 In the case of the Annual General Meeting or an Extraordinary General Meeting for the passing of a Special Resolution, at least 21 days’ notice is required.
11.2 In the case of all other EGMs, at least 7 days’ notice is required.
12. Force Majeure
12.1 Notwithstanding the provisions of Clause 9.1 of this Constitution, the AGM may be held on a date later than 30th June where circumstances beyond the reasonable control of the Executive Committee hinder, delay or prevent the AGM going ahead on the assigned date.
12.2 Force Majeure events shall include but are not limited to the following:
(i) Pandemic, quarantine and other events affecting people gathering;
(ii) Strikes, work stoppages utility outages, and accidents;
(iii) Acts of war or terrorism;
(iv) Acts of God and natural disasters; and/or
(v) Any event which could not have been reasonably foreseen.
13.1 No less than two members of the Club shall be elected at a General Meeting as Trustees of the assets and property of the Club and each shall hold office until he resigns, or is absent from Ireland for one year, or ceases to be a member of the Club or for such other reason be removed from office by a Resolution passed at a General Meeting of the Club.
13.2 Should a Trustee or Trustees cease to act as such for whatever reason and thereby the Trustees are reduced to less than two in number the Executive shall, pending the election of a Trustee or Trustees at the next General Meeting, appoint an interim Trustee or Trustees to fill the vacancy or vacancies thus created.
13.3 No personal liability shall attach to the Trustees or any Trustee acting in the ordinary and proper course of the Club’s business pursuant to the direction of the Executive and these Rules.
13.4 Every Trustee shall be entitled to be indemnified out of the Club’s assets against all present and future losses, liabilities, actions, proceedings, claims, or demands for payment he or she may incur in carrying out the duties of trusteeship. No Trustee shall be liable for any loss, damage or misfortune which may happen or be incurred by the Club in the execution of his duties in their trusteeship, unless same shall happen through their own wilful fault of dishonesty.
13.5 Nothing in this Rule shall preclude the Trustees from allowing any monies which shall come into the hands of the Executive to be retained by it, or retained under its control, either in the hand or in the Club’s Bank and to be applied by the Executive in the ordinary and proper course of the Club’s business or the principal objects of the Club under these Rules
13.6 No Trustee shall be removed from office without the sanction of a Special Resolution passed by a two-thirds majority of those present and voting at a General Meeting or Extraordinary General Meeting, or being maintained in office if such Meeting shall resolve that he be so removed.
14. Liquor Licensing Regulations
14.1 A visitor shall not be supplied with excisable liquor in the Club’s premises unless on the invitation and in the company of a member and such member shall, upon the admission of such visitor to the Club premises or immediately on his being supplied with liquor, enter his own name, and the name and address of the visitor in a book which shall be kept for that purpose and which shall show the date of such visit.
14.2 Referees and members and officers of visiting Clubs who participate in sporting events against the Club, or at the Clubs invitation, or in tournaments organised by the Club shall be deemed to be members of the Club for the duration of their visit without payment of subscription.
14.3 No excisable liquor shall be sold or supplied to any person under 18 years of age and no excisable liquor shall be sold for consumption outside the premises of the Club.
14.4 No excisable liquor shall be supplied for consumption on the Club premises to any person (other than a member of the Club lodging in the Club premises) or be consumed on those premise by any person (other than such member)
- at any time on Christmas Day, or
- on any other day, outside the hours specified in respect of that day in section 2(b) (as submitted by Section 4 of the Intoxicating Liquor Act, 2000) of this Act.
14.5 In addition to the foregoing Rules, the clauses and regulations embodied in the Registration of Clubs Acts and the Intoxicating Liquor Acts amending and extending the same, shall be deemed to form part of the Rules of the Club.
15. Data Protection
16. Amendment to Rules
16.1 With the exception of Rule 1 which is dealt with in Rule 16.2 below, no addition, alteration, or amendment shall be made to these Rules except at an Annual General Meeting of the Club or at a General Meeting summoned for that purpose and with the consent of at least two-thirds of the paid-up members present and voting.
16.2 No addition, alteration, or amendment shall be made to the provisions of Rule 1 (the objects clause), Rule 17.1 (income and property clause), Rule 18.1 (winding up clause), and Rule 19.1 (keeping of accounts clause) or this clause of the Club Constitution for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
17. Income and Property
17.1 The income and property of the Club shall be applied solely towards the objects as set forth in this Constitution. No portion of the Club’s income or property shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit to members of the Club. No officer shall be appointed to any office of the Club paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Club. However, nothing shall prevent any payment in good faith by the Club of:
a) A reasonable and proper remuneration to any member or servant of the Club (not being an officer) for any services rendered to the Club;
b) interest at a rate not above 1% the Euro Interbank Offered Rate (Euribor) per annum on money lent by any member of the Club (including any officer) to the Club;
c) reasonable and proper rent for premises demised and let by any member of the Club (including an officer) to the Club;
d) reasonable and proper out of pocket expenses incurred by any officer in connection with their attendance to any matter affecting the Club;
e) fees, remuneration or other benefit in money or money’s worth to any Company of which an officer may be a member holding not more than one hundredth part of the issued capital of such Company.
18. Winding Up
18.1 If upon the winding up or dissolution of the Club there remains, after satisfaction of all debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the members of the Club. Instead, such property shall be given or transferred to some other institution or institutions having objects similar to the objects of the Club. The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of their income and property among their members to an extent at least as great as is imposed on the Club under or by virtue of the income and property clause hereof. Members of the Club shall select the relevant institution or institutions at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then the property shall be given or transferred to some charitable object. Final accounts will be prepared and submitted that will include a section that identifies and values assets transferred along with the details of the recipients and the terms of transfer.
19. Keeping of Accounts
19.1 Annual accounts shall be kept and made available to Revenue on request. Where the gross annual income exceeds €250,000 the accounts will be audited.
20. Availability of Rules
20.1 The Rules and such amendments and additions hereto as shall be adopted from time to time by the Club and any Regulations made by the Executive shall be published on the Club website. A copy of the Rules shall be available to any member on application to the Honorary Secretary.
21.1 In the case of any dispute as to the interpretation of these Rules, the decision of the Executive Committee from time to time shall be deemed final and binding on the members of the Club.
Dated 15th December 2021