The UK Paintball Sports Federation Ltd
CONSTITUTION AND OBJECTS
The UK Paintball Sports Federation Ltd exists to promote the interests of all aspects of paintballing in the United Kingdom.
Issues over the use of CO2 as a propellant led to the formation in the UK of the European Paintball Sports Federation (EPSF). In the late 1990s the name was changed to the United Kingdom Paintball Sports Federation to reflect its UK focus. In 2013, the Federation became a limited company in order to protect the Federation’s name, facilitate sports recognition and furnish orderly accounts. Limited company status excludes the use of “United Kingdom” in the company name, hence the Federation’s title of “UK Paintball Sports Federation”
The name of this Federation is The UK Paintball Sport Federation Ltd hereinafter referred to as ‘the Federation’.
2. ROLE AND OBJECTS
The role and objects of this Federation are to carry on any non-commercial or not-for-profit activity, or any industry, business or trade so as to:
(a) Act as a representative national body for all paintball sports.
(b) Promote and safeguard paintball sports.
(c) Uphold and maintain the legitimate interest of its members in such a manner as this Federation in General Meeting and by means of its Council shall decide, in particular with regard to:-
(i) Proposals to restrict by legislation the use of paintball markers;
(ii) The lawful right of every member to discharge paintball markers within the rules and norms of this Federation and the extant legislation of the jurisdictions covered by this Federation. Notwithstanding the provision of this rule or of any statement of policy expressed by members in General Meeting, the Council may if it considers it in the best interest of the Federation, depart from such policy but shall report such departure at the next Annual General Meeting and state its reasons therefore.
(d) Carry on any other activities of a similar nature or any activities which may in the opinion of the Council be conveniently and advantageously carried on by this Federation.
(e) (i) Borrow, raise money, contract loans and secure obligations (whether of this Federation or of any other person) with or without such security, with such members or others and upon such terms as to priority or otherwise as this Federation shall think fit, provided always that the sum borrowed or secured from time to time by the Federation and remaining undischarged shall not exceed in aggregate the sum of this Federation’s anticipated income over a three year rolling period;
(ii) Receive monies on deposit from members or others up to a maximum limit of £400; and
(iii) Participate in the Direct Debiting Scheme as an Originator for the purpose of collecting subscriptions and/or any other monies due to this Federation. In furtherance of this object, this Federation may enter into any Indemnity required by the Banks upon which direct debits are to be originated. Such an Indemnity may be executed on behalf of this Federation by officers of this Federation nominated in an appropriate resolution of the Council of this Federation.
(f) (i) Establish, promote, acquire and hold controlling and other interests in the share or loan capital of any body or bodies corporate and provide financial managerial and administrative advice, services and assistance for any such body or bodies corporate;
(ii) Undertake and perform the office and duties of trustee of or for any Trust or pension fund solely or jointly with any other person, corporation or body.
(g) Generally do all such things as may appear to this Federation to be incidental or conducive to the attainment of the above objects or any of them.
(a) This Federation shall consist of such persons or bodies corporate as have been or shall be admitted to membership as hereinafter provided.
(b) Should this Federation issue shares, such shares shall not be withdrawable or transferable to any non-member, and no interest or dividend shall be paid upon them.
(c) Enrolment of members – intending members of this Federation shall upon application for membership supply such particulars as the Council shall from time to time require. Application for membership shall be taken as irrefutable proof of assent to be bound by the Rules and Regulations for the time being of this Federation as interpreted by the Council whose directions therein shall be final and binding on members of this Federation.
(d) The Council may at its absolute discretion and without giving reasons decline to admit any person to membership of this Federation whether or not such person has paid a subscription or membership fee.
(e) Honorary membership may be granted to such person as this Federation in General Meeting may decide it wishes to honour.
(i) The rate of subscription and membership fees payable by different categories of members shall be in accordance with the Scales prescribed from time to time by the Council;
(ii) A member whose subscription is in arrears for three months shall automatically cease to be a member but the Council may at its absolute discretion re-admit such a person to membership upon payment by that person of the outstanding subscription.
(g) Membership of this Federation shall be evidenced by a membership card which shall be issued to each member.
(h) If a member shall infringe any rules or regulations of this Federation or shall conduct himself in a manner which is or is likely to be, in the opinion of the Council, injurious to the character or inconsistent with the objects and well-being of this Federation or its individual members or the good name of the sport, the Council may take such disciplinary action (including expulsion) as it considers appropriate. A member so disciplined shall have a right of appeal against the decision of the Council by giving written notice to the Secretary within ten days of the receipt of the written notice of the disciplinary action taken against the member. Thereupon a meeting of Council (or any Disciplinary Appeals Committee appointed thereby) shall be convened within two months and of which the member in question shall be given notice. At such meeting the member shall be permitted to make representation or to offer an explanation of his or her conduct and to answer such complaints as may have been made against him or her. The decision of the Council (or any Disciplinary Appeals Committee appointed thereby) shall be final and binding upon the member. The Disciplinary Appeals Committee shall consist of a minimum of three members of the Federation who shall not be any officer of the Federation, member of staff or member of the Council at the time of the original disciplinary action who participated in the decision to take disciplinary action. The Chair of the DAC shall be an honorary member of the Federation, including the President or any honorary life member if created.
(i) A member shall cease to be a member on his death, resignation, non-payment of subscriptions under Rule 3(f)(ii) or expulsion under rule 3(h).
(j) A member shall on ceasing to be a member of this Federation for whatever cause forfeit any rights to any shares issued by the Federation, together with all rights to claims upon this Federation, its Officers, employees and property and shall no longer have the right to wear or display any badge or motif that signifies membership of this Federation.
(a) The officers of this Federation may consist of:
(i) A Patron who shall hold office at the pleasure of the Council or until his/her resignation; (ii) A President who shall be elected at an Annual General Meeting and shall hold office for five years. A retiring president shall be eligible for re-election for a further term;
(iii) A Chairman, Vice-Chairman, Secretary and Treasurer who shall be elected by the Annual General Meeting to serve for a period of one year or until the next General Meeting. These officers shall be members of the Council. The Council shall have power to fill a casual vacancy arising amongst any of these officers, pending formal elections at the Annual General Meeting.
(iv) The Council shall further comprise the Chairs (or in their absence, the Vice-Chairs) of such Sub-Committees of the Council of the Federation as may be determined to be required by the Council. The extant Sub-Committees of the Council are: Players, Sites, Trade, Standards (SHEQ) and Sports Recognition.
(b) The Council may from time to time appoint such Honorary Officers as it shall deem necessary. Any Honorary Officer so appointed may be removed by the Council.
(c) All Officers, Council and Sub-Committee members and Honorary Officers shall be members of this Federation.
(d) The Council may delegate powers to nominated members of the Council in the interests of expediting the business of the Federation.
(e) Members of the Council who fail to attend, or send a deputy, at 50% of the Council’s meetings in anyone calendar year shall, at the absolute discretion of the Council, be deemed to have resigned their post.
(a) The affairs of this Federation shall be managed by a council (‘the Council’) which shall unless and until otherwise determined by this Federation in General Meeting consist of the officers and sub-committee chairs (or their deputies) at 4 (a), (b) and (c) above.
(i) All members of the Council shall be entitled to vote;
(ii) Votes shall be carried by simple majority;
(iii) The chair will have no casting vote;
(iv) The Council shall be considered quorate when not less than half the number eligible to vote (excluding honorary officers, co-opted members and such posts as may be vacant) are present.
(v) All elected members shall be subject to election at each Annual General Meeting of this Federation. Elections may also be held at a special General Meeting called for that purpose provided that notice of the meeting has been given at least two weeks in advance to the membership. Notification by electronic & social media shall be considered proper notice. A special General Meeting may be called on request in writing to the Secretary or Chair of the Federation by not less than two per cent members of the Federation, who are in good standing (that is, being up to date with subscriptions and not being the subject of disciplinary action or appeal).
(vi) There is no limit of time upon the period of office of elected members subject to their election at a General Meetings of the Federation.
(b) The Council may exercise all powers of this Federation save such as by these rules are required to be exercised by this Federation in General Meeting. No resolution passed by this Federation in General Meeting shall invalidate any prior act of the Council which would otherwise have been valid.
(c) The Council shall have absolute discretion in administering, expending and applying or in directing the administration expenditure and application of the funds of this Federation for the protection and advancement of the interests of this Federation and its members and in a carrying out and furthering the objects of this Federation.
(d) The Council may co-opt as additional members persons who in the opinion of the Council will contribute to the well-being of this Federation. The co-opted member shall have the same rights and duties as an elected member other than the right to vote. Such co-opted members may be removed by Council, or if their period of office includes an Annual Meeting and the role is considered necessary for the future, be subject to a vote to be appointed a full member of the Council with voting rights.
(i) The Council may delegate any of its powers to Sub-Committees consisting of such members of this Federation as are elected to such sub-committees or as the Council shall from time to time think fit;
(ii) Sub-Committees of the Council shall comprise a Chair, Vice-Chair and members, totalling not more than 6 people in all in the interests of expediting business unless the Sub- Committee by resolution and in expressly defined terms concludes expanding the number of members is in the interests of the Sub-Committee in successfully concluding its affairs;
(iii) The Council may appoint Advisory Committees to operate for such periods and with such powers as the Council shall from time to time think fit. The members of
Advisory Committees shall include two members of Council, one of whom shall be appointed Chairman by the Council, additional members need not be members of the Council but shall be members of this Federation, except by resolution of the Council;
(iv) The Chairmen of Advisory Committees shall be appointed annually by the Council from its members and with the option to continue at the discretion of the Council;
(v) The Sub-Committees and Advisory Committees shall meet and adjourn as they think fit. Such Committees shall exercise their powers in accordance with regulations laid down by the Council from time to time. Meetings and proceedings shall otherwise be governed by the provisions in these Rules for regulating the meetings and proceedings of meetings of the Council;
(vi) The Council Members of this Federation shall be ex-officio members of all Committees, with the exception of the Disciplinary Appeals Committee.
(f) All Honorary Officers and elected members of the Council shall be entitled to reimbursement of their reasonable expenses properly incurred whilst in the course of their duties, subject to available funds and at the absolute discretion of the Council. Any such re- imbursement will be reported in the annual accounts by recipient.
(g) Nominations for election at the Annual General Meeting of all roles subject to election shall be signed by a proposer and seconder who shall be members of UKPSF at the time the nomination is made and until the election process is complete. The nomination shall be agreed/signed by the nominee (to signify his/her consent) who shall be a member of UKPSF at the time the nomination is made and until the election process is complete and forwarded to the Secretary or Chairman by such dates as Council shall determine. Where no nomination is received, the incumbent, if prepared to continue to serve, may do so without a vote.
(h) The Council and its sub-committees may from time to time fill any vacancy arising.
(i) In addition to the provisions in these Rules regarding electing members, an elected member of the Council shall vacate his office in any of the following events:
(i) If he/she resigns his office by notice delivered to the Chairman;
(ii) If he/she becomes bankrupt or compounds with his creditors or becomes of unsound mind and the Council resolves that his office be vacated;
(iii) If he/she is voted out of office at a General Meeting of this Federation;
(iv) If he/she ceases to be a member of the Federation;
(v) If he/she is in breach of the provisions of Rule 6(e) and the Council has resolved by a two- thirds majority that his office be vacated.
(j) The Secretary shall keep a register of members.
6. MEETINGS OF THE COUNCIL
(a) The Council shall meet a minimum of twice a year and shall be presided over by the Chairman or Vice-Chairman of this Federation or in their absence members of the Council present at the meeting shall appoint a Chairman for that meeting from amongst their number. The quorum necessary for the transaction of the business of the Council shall be as at Rule 5a (iv).
(b) The Chairman shall summon routine meetings of the Council on such dates and at such places as the Council in meeting shall decide and shall summon other meetings upon receipt of a request by three or more members of the Council stating the nature of the business to be transacted.
(c) Notice of all meetings of the Council shall be given to each member of the Council by electronic media to his/her last known address provided that it shall not be necessary to give notice to a member who is absent from the United Kingdom. Notice of a meeting of the Council shall be given at least fourteen days before the meeting provided that if not less than seventy five percent of the Council so agree in writing this requirement shall be waived. Such notice shall state the business to be transacted at the meeting. Any business not so stated shall only be taken at the meeting with the consent of the Chairman of the meeting.
(d) All acts done by any meeting of the Council or any committee derived therefrom or by any person acting as a member of the Council or sub-committee shall notwithstanding that it be afterwards discovered there was a defect in the appointment of any member of the Council or sub-committee or that any of them was disqualified be valid as if every such person had been duly appointed and qualified to be a member of the Council or sub- committee as appropriate.
(e) A Council member or a member of any committee shall declare an interest in any contract or matter in which he or she (or any person connected to such member) has a personal material or financial interest, whether directly or indirectly, and shall not vote in respect of such contract or matter. For the purposes of this paragraph (e), a person connected to a Council member or a member of any committee shall include:
(i) A child, parent, grandchild, grandparent, brother or sister of such a member;
(ii) The spouse or civil partner of such a member or of anyone falling within (i) above;
(iii) A person carrying on business in partnership with such a member or with any person falling within (i) or (ii) above;
(iv) An institution which is controlled by such a member or by any person falling within (i), (ii) or (iii) above or which is controlled by any two or more such persons when taken together;
(v) A body corporate in which such a member or any person falling within (i), (ii) or (iii) above has (or in which two or more such persons, taken together, have) more than one-fifth of the voting rights.
7. FEDERATION MEETINGS
(a) Annual General Meeting – The Annual General Meeting of this Federation shall normally be held between 1st February and 30th April in each year at such time and place as the Council shall determine.
(b) Special General Meeting – The Chairman shall upon the signed requisition of the Council or of not less than two percent of the members of this Federation for the time being entitled to vote at General Meetings convene a Special General Meeting of this Federation for such time and place as the Council shall determine being not more than fifty six (56) days from the date of the receipt by the Chief Executive of the requisition. Every such requisition shall state the purposes of the meeting.
(c) Notices – Not less than twenty eight (28) days notice shall be given of an Annual General Meeting and not less than fourteen (14) days’ notice shall be given of a Special General Meeting. Any notice to which a member of this Federation may be entitled under these Rules shall be sufficiently given if notified by electronic media to a member’s last known address or by social media and shall be deemed to have been given on the day of posting. The notice shall specify the date, place and time of the General Meeting and in the case of a Special General Meeting the general nature of the business to be transacted at the meeting. Notice of a General Meeting shall be given to such members of this Federation as are then entitled to vote at a General Meeting. Accidental omission to give notice of the meeting to or non-receipt of a notice by any member entitled to receive one shall not invalidate the proceedings of the meeting.
(d) All members of this Federation shall be entitled to attend and vote at General Meeting of this Federation.
(e) The business to be transacted at an Annual General Meeting shall include the following: (i) Address by the President or Chairman;
(ii) Receipt of the Council’s report of the general condition and progress of this Federation and the adoption thereof;
(iii) Presentation and adoption of the audited accounts of this Federation at and for the year ending 31st December last;
(iv) Election of Council members and Honorary members (if any);
(v) Appointment of the Auditor for the ensuing year pursuant to Rule 10;
(vi) Resolutions brought forward in accordance with these Rules;
(vii) Such other business as the Council may determine but the general nature of such business must be indicated in the notice convening the Annual General Meeting;
(viii) The business to be transacted at a Special General Meeting shall be strictly limited to the purposes set out in the requisition requiring the convening of the meeting;
(ix) No business shall be transacted at a General Meeting of this Federation unless a quorum of members is present. The quorum shall be twenty members of this Federation present and entitled to vote.
(f) (i) Elections for posts on the Council or its Sub-Committees shall be determined by a show of hands at the Annual General Meeting (or at a Special General Meeting called for such purpose). Members unable to attend may indicate their preference where nominees for contested posts are known at least 14 days in advance of the meeting by emailing the Secretary with such preferences. Such preferences shall be recorded by the Secretary and be available for members of the Federation to view.
(ii) The members of Council and its sub-committees shall be elected by all of the members of this Federation entitled to attend and vote at the Annual General Meeting. In the event of non-contested positions a vote shall not be required and those so nominated shall be appointed at the Annual General Meeting;
(g) Except as provided in these rules no resolution may stand on the agenda of a General Meeting of this Federation except in the name of the Council, signed by the Chairman of Council, or in the names of a proposer and seconder, signed by them, who must be members of this Federation entitled to vote at that General Meeting. Resolutions intended to appear on the agenda of an Annual General Meeting must be sent to the Secretary by the date fixed by the Council. A resolution put to the vote of a General Meeting shall be decided by a show of hands of the members present and entitled to vote or be submitted by email as provided in Rule 7 (f).
(h) At every General Meeting of this Federation the President, Chairman or Vice-Chairman shall (in that order) if present act as Chairman of the meeting. In case of equality of votes at a General Meeting the Chairman of the meeting shall have a second or casting vote. The Chairman of a General Meeting of this Federation may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty (30) days or more the notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. The Chairman at every General Meeting of this Federation shall, subject to these rules, have an absolute and final discretion as to the conduct of the business and as to the validity of votes cast at the meeting and in particular may at the commencement of or at any time during the meeting decide the order of proceedings and impose a limit on the length of time for which any member of this Federation shall be permitted to speak and on the maximum number of speakers permitted to speak to any resolution. The Council shall cause minutes of all General Meetings of this Federation to be taken and entered in books to be kept for the purpose. Minutes of a General Meeting signed by the Chairman of the meeting shall be irrefutably presumed to be correct.
(i) Council shall have the authority but without prejudice to the procedures for the resolution of disputes set out in Rule 3 to refuse to accept any resolution for inclusion on any order paper for decision at a General Meeting if any such resolution in the opinion of the Council seeks to re-open business which has been decided at a General Meeting held in the preceding two and a half years (30 months).
8. AMENDMENT OF RULES
These rules apart from Rule 12 may be amended only by resolution of this Federation in General Meeting. Rule 12 may be amended only by a resolution supported by a majority of not less than three/fourths of eligible members attending any meeting called for this purpose.
The accounts of this Federation shall consist of an annual Income and Expenditure Account and a Balance Sheet made up as at and for the year to 31st December or such other date as allowed by the Chief Registrar which shall be audited by the Auditor of this Federation and shall be presented at the Annual General Meeting of this Federation in each year.
(a) The Federation shall in each year of account appoint a person who is a qualified auditor to audit its accounts and balance sheet for that year.
(b) Save as provided in paragraph (c) of this Rule every appointment of an auditor shall be made by resolution of a General Meeting of the Federation.
(c) The first appointment of an auditor shall be made within three months of the registration of the Federation and shall be made by the Council if no General Meeting of the Federation is held within that time. The Council may appoint an auditor to fill any casual vacancy occurring between General Meetings of the Federation.
(d) An auditor appointed to audit the accounts and balance sheet of the Federation for the preceding year of account (whether by a General Meeting or by the Council) shall be re- appointed as auditor of the Federation for the current year of account (whether or not any resolution expressly re-appointing him has been passed) unless:
(i) A resolution has been passed at a General Meeting of the Federation appointing somebody instead of him or providing expressly that he shall not be re-appointed;
(ii) He/she has given to the Federation notice in writing of his unwillingness to be re- appointed; or
(iii) He/she is ineligible for appointment as auditor of the Federation for the current year of account; or
(iv) He/she has ceased to act as auditor of the Federation by reason of incapacity.
Provided that a retiring auditor shall not be automatically reappointed by virtue of this Rule if notice of an intended resolution to appoint another person in his place has been given in accordance with paragraph (e) of this rule and the resolution cannot be proceeded with because of the death, incapacity or ineligibility of that other person.
(e) A resolution at a General Meeting of the Federation (i) appointing another person as auditor in place of a retiring auditor or (ii) providing expressly that the retiring auditor shall not be re-appointed shall not be effective unless notice of the intention to move it has been given by its proposer and seconder to the Chairman not less than 28 days before the meeting at which it is moved. On receipt of notice of the intention to move any such resolution, the Federation shall give notice of the resolution to the members and to the retiring auditor and shall give notice to the members in accordance with that section of any representation made or intended to be made by the retiring auditor.
(f) Neither of the following persons shall be appointed as auditor of the Federation: (i) Officer or servant of the Federation;
(ii) A person who is a partner of or in the employment of or who employs an officer or servant of the Federation.
(g) The auditor shall have a right of access at all times to the books, deeds and accounts of the Federation and to all other documents relating to its affairs and shall be entitled to require from the Officers of the Federation such information and explanations as he thinks necessary for the performance of the duties of auditor.
11. APPLICATION OF FUNDS
Except on winding-up of this Federation no profits, assets or funds of this Federation shall be distributed among the members.
12. WINDING UP
This Federation may only be wound up or dissolved in a manner provided by the Acts. In the event of this Federation being dissolved and ceasing to exist, the assets shall be realised and after the payment of all debts and expenses the balance of the monies realised (if any) shall be distributed towards such exclusively charitable purposes as shall be resolved by the members in General Meeting.
13. REGISTERED OFFICE
The registered office of this Federation is at 5 Waingap Crescent, Whitworth, Rochdale, Lancashire, OL12 8PX. Notice of any change in the situation of the registered office shall be sent by the Chairman within 14 days thereafter to Companies House.
14. THE SEAL
This Federation shall have its name engraved in legible characters on a seal which shall be kept in such custody as the Council may from time to time direct. The seal shall only be used under the authority of a duly recorded resolution of the Council and shall be attested by the signatures of two members of the Council.
In these Rules unless the context otherwise requires:
(i) Words importing the singular shall also import the plural and vice versa;
(ii) Words importing the masculine gender shall also import the feminine and vice versa; (iii) Person shall be deemed to mean an individual, firm, company or an unincorporated Federation.
Approved 30 September 2014