CONSTITUTION RULES AND REGULATIONS (Updated to 2005 AGM)

NAME

1.The name of the Society shall be THE BUDOKWAI (The Way of Knighthood Society).

OBJECTS

2.The objects of the Society shall be:

CONSTITUTION (with Definitions)

3. The Budokwai shall consist of the following persons whose descriptions for the purposes of this constitution shall have the respective meanings set out opposite to them in the second column:

4. (a) The income of the Society shall be derived from subscriptions, Dojo fees, affiliation fees, donations, legacies, profits from functions arranged by or on behalf of the Society, and from the sale of instructions, periodicals, programmes, publications, outfits, equipment and all other things as the Executive Committee decides, and also from the hiring or sale of instruction films and from instructional courses and lessons.
(b) In the event of the Society accumulating funds beyond those required for the immediate purposes of the Society, they may be invested in such investments as the Executive Committee shall direct in the names of Trustees appointed by the Executive Committee to hold the Society’s property.
(c) The funds of the Society shall be kept by the Honorary Treasurer under the supervision of and in such place and manner as shall be determined by the Executive Committee. The Executive Committee shall have power to expend the Society’s funds in such manner as they think fit in accordance with these Rules and Regulations and the Objects of the Society.
d) The Society is a non-profit making organisation. All profits and surpluses shall be used to maintain or improve the Society's facilities or for the furtherance of the Society's objectives. No profit or surplus shall be distributed other than to another non-profit making body on winding up or dissolution of the Society - in accordance with rule 46. [Wording approved at EGM 2 May 2000]

EXECUTIVE COMMITTEE, OFFICERS AND TRUSTEES

5. The management and general working of the Society (except as otherwise provided by these rules) shall be deputed to an Executive Committee consisting of not more than ten (10) Full Members who shall be elected by the vote of Full Members of the Society present at the Annual General Meeting. Three members of the Executive Committee shall retire every year in rotation according to seniority but shall be eligible for re-election. Five members of the Executive Committee shall form a quorum and when a candidate for the Executive Committee cannot be present at the Annual General Meeting written acceptance of his or her nomination must be sent in and received by the Honorary Secretary seven days prior to the Annual General Meeting.
6. The Executive Committee shall have the power to appoint a Full Member to fill any casual vacancy on the Committee until the next Annual General Meeting. Any Full Member so appointed shall retire at the next Annual General Meeting but shall be eligible for election as a member of the Executive Committee at such Meeting. The Executive Committee shall also have the power to co-opt an Honorary Member as a supernumary member of the Committee, who shall not have a vote at meetings of the Committee nor hold office as Honorary Secretary, Honorary Treasurer or Chairman.
7. The officers of the Society shall consist of a President (who may but need not be a Full Member of the Society but who shall not take part in the General Business of the Society or become a member of the Executive Committee) a Vice-President or Vice-Presidents (who may but need not be a Full Member of the Society) an Honorary Treasurer and an Honorary Secretary (both of whom shall be elected members of the Executive Committee) and all of whom shall be elected by the Executive Committee. The President shall hold office until death or resignation. The Honorary Secretary, Honorary Treasurer and Vice-President or Vice-Presidents shall hold office until resignation or for such period or periods as may be determined by the Executive Committee. The Executive Committee also has full power to appoint its Chairman, Sub-Committees and any other officers as required. The services of all officials of the Society shall be honorary.
8. The number of Trustees shall be not more than 6 nor less than 4 and the first Trustees shall be appointed by the Executive Committee and the property of the Society (otherwise than cash which shall be under the control of the Honorary Treasurer) shall be vested in them. They shall deal with the property of the Society as directed by resolution of the Executive Committee (of which an entry in the Minute Book shall be conclusive evidence) and they shall be indemnified against all risks and expenses out of the Society’s property. The Executive Committee shall from time to time hold meetings with the Trustees for the purpose of discussing matters arising out of the Society’s property. Any statement of fact in any Deed of Appointment of new Trustees shall in favour of a person dealing bona fide and for value with the Society or the Executive Committee be conclusive evidence of the fact so stated. If it shall appear necessary to the Executive Committee that a new Trustee or Trustees shall be appointed or if the Executive Committee shall deem it expedient to appoint an additional Trustee or additional Trustees the Executive Committee shall by resolution nominate the person or persons to be appointed as new Trustee or Trustees. For the purpose of giving effect to such nomination the President is hereby nominated as the person to appoint new Trustees of the Society within the meaning of Section 36 of the Trustee Act, 1925 and he shall by deed duly appoint the person or persons so nominated by the Executive Committee as the new Trustee or Trustees of the Society and the provisions of the Trustee Act, 1925, shall apply to any such appointment. Any statement of fact in any such Deed of Appointment shall in favour of a person dealing bona fide and for value with the Society or the Executive Committee be conclusive evidence of the fact so stated. The Society in General Meeting, if it considers it expedient, may pass by a simple majority, a resolution dismissing a Trustee and in so doing the Society shall not be obliged to give any reasons for its decision.
9. The Executive Committee may from time to time appoint from among the Full Members such Sub-Committees as they deem necessary or expedient and may depute or refer to them such of the affairs and duties of the Executive Committee as the Executive Committee may determine. Such Sub-Committee shall periodically report their proceedings to the Executive Committee and shall conduct their business in accordance with the directions of the Executive Committee..
10. The Executive Committee shall from time to time make, repeal and amend all such Bye-laws and Regulations (not inconsistent with these Rules) as they shall think expedient for the internal management and well-being of the Society. All Bye-laws and Regulations made by the Executive Committee under this Rule shall be binding upon the Members until repealed by the Executive Committee or set aside by a resolution of a General Meeting of the Society. Rules and all such Bye-laws and Regulations made by the Executive Committee shall be posted in a conspicuous part of the Society’s premises and shall be binding on all the Society’s Members.
11. If at any time the Society in General Meeting shall pass a resolution authorising the Executive Committee to borrow money the Executive Committee shall then and only then be empowered to borrow for the purpose of the Society such amount of money either at one time or from time to time and at such rate of interest and in such form and manner and upon such security as shall be specified in such resolution and thereupon the Trustees shall at the direction of the Executive Committee make all the dispositions of the Society’s property or any part thereof and enter into such agreements in relation thereto as the Executive Committee may deem proper for giving security for such loans and interest.
All Full Members of the Society whether voting on such resolution or not and all persons becoming Full Members of the Society after the passing of such resolution shall be deemed to have assented to the same as if they had voted in favour of such resolution.

GENERAL BUSINESS

12. The general administration of the Society shall be carried out by the Honorary Secretary, the Honorary Treasurer and Officers acting under the authority of the Executive Committee.
ACCOUNTS

13. The Accounts of the Society shall be closed on the 31st December in each year and shall be submitted to the Annual General Meeting. The Accounts shall as soon as practicable after the end of the Financial Year be audited by a professional Accountant who shall be appointed by the Full Members and who shall not be a Member of the Society. The Auditor shall audit the Accounts of the Society before the Annual General Meeting. A vacancy occurring in the office of Auditor during the year shall be filled by nomination by the Full Members.

ANNUAL GENERAL MEETING

14. The Annual General Meeting of the Society shall be held annually, as soon as practicable after the end of the financial year and the exact date and time shall be notified to all Members. Twelve Full Members shall form a quorum at the Annual General Meeting. Any Full Member desirous of moving any resolution at the Annual General Meeting shall give notice thereof in writing to the Honorary Secretary not less than seven days before the date of such Meeting.

ANNUAL AND SPECIAL GENERAL MEETINGS

15 The Executive Committee may at any time for any special purpose call a Special General Meeting and they shall do so forthwith upon the requisitions in writing of at least eight Full Members of the Society stating the purposes for which the Meeting is to be held, such Full Members shall be responsible for the expenses of calling and holding such Meeting. Twelve Full Members shall form a quorum for a Special General Meeting called by the Full Members.
16. Twenty one days at least before the Annual General Meeting or any Special General Meeting a notice of such Meeting and of the business to be transacted thereat shall be posted in the Club House and a printed copy thereof shall be sent to every Full Member and no business other than that of which notice has been so given shall be brought forward at such Meeting. A Report, Balance Sheet, Statement of Account and estimate shall be sent to each Full Member at least fourteen days before the Annual General Meeting.
17. At all General Meetings of the Society the President and in his absence the Chairman of the Executive Committee shall take the chair. Every Full Member present shall be entitled to one vote upon every motion and in case of an equality of votes the Chairman shall have a second or casting vote.
18. The quorum at all General Meetings shall betwelve.
19. No amendment (other than a motion for adjournment) shall be moved to any resolution proposed at any Annual or Special General Meeting unless written notice thereof shall have been sent to the Honorary Secretary not less than seven days previous to the Meeting. Whenever such notice shall be given the same shall be forthwith posted in the Club House.

FULL MEMBERS

20. Associate Members of the Budokwai may be considered for election by the Executive Committee as Full Members on the following conditions:
(a) That the candidates shall have a thorough understanding of the nature of the Society.
(b) Shall have at least three years previous associate membership with the Budokwai or have practised judo on a regular basis for a period of at least three years at the Budokwai.
(c) That each candidate is willing to share with other Full Members all financial responsibility of the Society and the responsibility for the day to day running thereof.
(d) Every candidate for admission shall be proposed by at least one Full Member of the Society and seconded by another Full Member both of whom vouch from their personal knowledge for the fitness of the candidate.
(e) The candidate shall be proposed by giving his or her name in full, residence, profession, occupation, age and qualification for membership with the name of the proposer and seconder either in his or her own hand writing or in that of the Honorary Secretary duly authorised for that purpose. He or she shall thereupon be furnished with a copy of the Society’s Constitution and Rules and Regulations.
(f) The Executive Committee shall have a discretion to refuse to admit a candidate to Full Membership without having to give reasons for or in any way justify any decision.
(g) The maximum number of Full Members shall be 45
21. Immediately upon the election of a Full Member, notice thereof shall be given to him or her to remit to the Honorary Treasurer of the Society within one week from the date of such request, the amount of his or her first subscription and upon payment of his or her first subscription he or she shall become a Full Member of the Society and be entitled to all the benefits and privileges of membership and be bound by these Rules and Regulations.
22. If such subscription shall not be paid within 28 days from the date of such notice as aforesaid the election of such Full Member shall be void unless he or she shall satisfy the Executive Committee that the delay in payment was due to absence from the United Kingdom or other sufficient cause.
23. The annual subscription and fees for all kinds of membership shall be fixed by the Executive Committee from time to time.
24. Full Members shall pay to the Society such annual or other periodic subscription as the Society may from time to time in accordance with Rule 23 determine and shall pay such other fees or sums in respect of the use of any of the facilities activities or services of the Society as the Executive Committee may from time to time determine. Such annual or other periodic subscription shall be payable in advance and shall not be recoverable under any circumstances except as provided by Rule 31.
25. All subscriptions and fees due shall be paid to the Honorary Treasurer and if any person shall fail to pay his or her annual subscription within twenty eight days of the same becoming due, notice shall be sent to him or her calling his or her attention thereto and if he or she does not pay the amount within 14 days from the posting of such notice he or she may be forthwith posted in the Club House as a defaulter. If such subscription shall not be paid within 14 days of such notice being posted in the Club House, the defaulter shall cease to be a Member of the Society and his or her name shall be erased by the Executive Committee from the books. If at any time he or she shall give to the Executive Committee a satisfactory explanation, he or she may in the discretion of the Executive Committee be re-admitted to membership.

ASSOCIATE MEMBERS

26. Members of Judo affiliated Clubs and those who have had previous Judo experience at a recognised Club or school, including those who are taking a course of training at the Budokwai, are eligible as Associate Members of the Society. No further obligation than payment of fees shall be placed upon the Associate Members. The Associate Members may attend General Meetings but have no vote. They also shall not be qualified to be officers of the Society or members of the Executive Committee or to claim any share of the property of the Society on its dissolution.

HONORARY MEMBERS

27. The Executive Committee may offer election as Honorary Members of the Society to those who have rendered distinguished service to the Society or Judo. The membership carries with it full benefit and privilege of membership except they shall not be qualified to be Officers or Members of the Executive Committee or to vote as Members or to claim any share of the property of the Society on its dissolution. Honorary Members shall not be required to pay any subscription.

AFFILIATION OF CLUBS

28. Subject to the previous consent of the Executive Committee first had and obtained Judo or Martial Act Clubs may be affiliated to the Budokwai provided that their constitution and object be in conformity with those of the Budokwai for the purpose of co-operation in instruction, grading and contests. The fee for affiliation shall be as fixed by the Executive Committee from time to time.

AFFILIATED MEMBERS

29. Subject to the previous consent of the Executive Committee being obtained, individuals may become Affiliated Members of the Budokwai for the privilege of practising martial arts other than Judo. Affiliated membership carries with it no further liability beyond payment of subscription and Dojo fees.

RESIGNATION OF MEMBERSHIP

30. Any member may resign his or her membership by giving to the Honorary Secretary notice in writing to that effect before his or her relevant membership anniversary date. Failure to give such notice shall render such member liable to pay the whole of the subscription due for the following membership year.

POWER OF EXPULSION

31. (a) The Executive Committee shall reserve the right to expel without assigning reasons, any Associate, Affiliated, Junior or Honorary Member whose continued membership they consider prejudicial to the interests of the Society subject to the Society refunding any unexpired portion of the expelled Member’s subscription.
(b) Full Members may be suspended by the Executive Committee for such period as it shall deem appropriate, if they are considered guilty of gross misconduct. The right to expel a Full Member shall vest only in the Society in General Meeting. Notice of a resolution to expel a Full Member must be given at least twenty eight days before the General Meeting and on receipt of notice of an intended resolution to expel a Full Member the Society shall immediately send a copy thereof to the Full Member concerned and the Full Member shall be entitled to be heard on the resolution at the meeting. Further, the Full Member concerned may make representations in writing to the Society (not exceeding a reasonable length) and request their notification to the other Full Members of the Society. Provided that the representations are not received by it too late for it to do so, the Society shall:
(i) On any notice of the resolution given to Full Members of the Society state the fact of the representations having been made; and
(ii) Send a copy of the representations to every Full Member of the Society to whom notice of the meeting is sent (whether before or after receipt of the representations by the Society)
and if a copy of the representations is not so sent out because received too late or because of the Society’s default, the Full Member may (without prejudice to his right to be heard orally) require that the representations shall be read out at the meeting.
Such Full Member has the right to vote on a resolution proposing his expulsion from the Society.
(c) Any Member shall upon ceasing to be a Member of the Society forfeit all right to and claim upon the Society and its property and funds.

INSTRUCTION FOR NON-MEMBERS

32. The Executive Committee may from time to time and at such times as it thinks fit allow non-members of the Society to attend at the Dojo to participants in grading or training sessions.

THE DOJO

33. Subject to the decision of the Executive Committee the Dojo shall be open as much as possible, at least three evenings a week. Notice of the times and dates decided upon by the Executive Committee shall be posted on the notice board of the Society.
34. Any person may be allowed to attend at the Dojo and participate in any of the activities being carried on therein provided that they pay the appropriate visitors fee and that their name is entered on the Register of Visitors. No person shall attend as a visitor who has been expelled from membership of the Society or whose conduct or presence in the Club House shall be considered by the Executive Committee objectionable or prejudicial to the interests of the Society.

LIABILITY FOR INJURIES AND LOSS OF PROPERTY

35. Neither the Budokwai nor any of its officials shall be liable or responsible for any injury or loss of life suffered by any Honorary Member, Full Member, non-Member, Associate Member, Affiliated Member or Junior Member or invitee as a result of practising Judo or any martial arts or any form of sport or exercise whether on the premises of the Society or elsewhere. Nor shall the Budokwai or any of its said officials be liable, or responsible for any loss or damage to property which may occur on the premises of the Society or at any class of instruction, exhibition or show run by the Society. The provisions of this Clause shall not be excluded by reason of negligence on the part of the Society or its said officials.

THE TRUSTEES

36. The Trustees shall have power to inspect and examine at all reasonable times the Society’s Minute Book and Accounts, and the Bank Statements showing the extent of the Society’s Bank Account and all other assets of the Society and in the event of the rent of the Society’s premises becoming in arrears or in the event of any financial loss being incurred by the Trustees, the amount of any such arrears or loss shall be made good to the Trustees by the Members out of the assets belonging to the Society.

PROXY

37. A Full Member shall be entitled to appoint in writing another Full Member as his proxy to speak and vote for him at a General Meeting and a member of the Executive Committee shall be entitled to appoint in writing another Executive Committee Member as his proxy at any meeting of the Executive Committee. A person appointing and entitled to appoint a proxy may add specific instructions as to how the proxy shall vote on named motions appearing on the agenda.

AMENDMENT AND INTERPRETATION

38. These Rules and Regulations may be added to, repealed or amended by resolution at any Annual or Special General Meeting provided that no such resolution shall be deemed to have been passed unless it be carried by a majority of at least two-thirds of the Full Members voting thereon.
39. The Executive Committee shall be the sole authority for the interpretation of these Rules and Regulations and of the Bye-laws and Regulations made thereunder and the decision of the Executive Committee upon any question of interpretation or upon any matter affecting the Society and not provided for by these Rules or by the Bye-laws or Regulations made thereunder shall be final and binding on the Members.

MEMBERS’ ADDRESSES

40. Every Member of the Society shall from time to time communicate to the Secretary his address or that of his Bank or Agent and all notices posted to such address shall be considered as having been duly given on the day following the date of posting.

RESTRICTIONS

41. No Member shall give the address of the Society in any advertisement or use the Society’s address for business purposes.
42. No Member shall (except for professional services which shall include Judo tuition rendered at the request of the Executive Committee) on any pretence or in any manner receive any profit, salary, or emoluments from the funds of the Society except as may be approved at a General Meeting of the Society. No Member of the Executive Committee shall receive any profit, salary of emolument from the funds or transactions of the Society except as may be approved at a General Meeting of the Society. [Wording approved at EGM 2 May 2000]

SERVANTS AND STAFF

43. The Executive Committee have full power to appoint, pay and dismiss all servants and staff employed in the conduct of the Society’s business.
44. Instruction and supervision of practice of Judo and other martial arts shall be vested with the Instructors who shall be appointed by the Executive Committee.
45. The care of mats, outfits, other training equipment and general order of the premises shall be vested with the Manager.

DISSOLUTION

46. (a) If at any General Meeting a resolution for the dissolution of the Society shall be passed by a majority of two thirds of the Full Members present and voting and such a resolution shall, at a Special General Meeting called not less than one month thereafter, be confirmed by resolution passed by a majority of two-thirds of Full Members present and voting then thereupon, or at such future date specified in the resolution, the property shall be released or applied in accordance with Rule 46 (b) by the trustees.
(b) If there remains, after all debts and liabilities of the Society have been discharged and satisfied, any property whatsoever, the same shall not be paid or distributed among the Members of the Society but shall be applied in such a manner as the Trustees shall approve to the benefit of judo and, in particular, if they so agree, for the assistance or benefit of any judo club or clubs having similar objects and Constitution to the Society but in so far as effect cannot be given to such provisions then such property shall be disposed of for sports charitable purposes. Upon completion of such application the Society shall be dissolved. [Wording approved at EGM 2 May 2000]

CONLICT OF INTEREST

47. No (full) member shall vote at an executive committee meeting of the Society on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty, which is material and which conflicts or may conflict with the interests of the Society. A (full) member shall declare any such conflict of interest at the start of a meeting at which a matter in which he is interested is to be discussed and shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. If there is any doubt as to whether a (full) member has a conflict of interest, the decision of the Executive Committee (excluding the Full Member concerned) shall be final. [Clause added by resolution at 2003 AGM]
Non Constitutional Rules and Regulations
1. It was approved at the 1997 AGM of the Society that future Annual General Meetings should be held no later than 31st October each year.