Virginia Golf Club Governance Update 2021

Back in 2019 the Captains of Virginia Golf Club, Pat Murphy and Regina O’Brien, commissioned a survey of the members with a number of questions about our Golf Club and how our members felt about its structure and its organisation. Coinciding with this initiative there was what was (and is) a seismic change in the structure of Golf in Ireland with the creation of GolfIreland to merge both the Golfing Union of Ireland (GUI) and the Irish Ladies Golfing Union (ILGU) into a single entity. We also had, in the wider Golfing world, the huge revamp of the Rules of Golf in 2019 and, last year, the introduction of the new unified World Handicapping System (WHS).

In 2020 Virginia Golf Club, recognising the changes underway and taking the feedback of our members into account, set up a Working Group to analyse our existing structures and to make a proposal to refine them with the members to be kept informed. The Working Group started the project but had to postpone its work due to the upheaval created by Covid-19. There was a suggestion, from GolfIreland, to use Virginia Golf Club as a test case for the formulation of a new constitution but this, also, did not happen due to the Covid-19 interruption.

We, however, resumed work in the start of 2021 with the following members of the Working Group;

Veronica Donnellan, Isobel Davidson and Sheila Courtney representing the Ladies section of Virginia Golf Club and President Michael Callaghan, Joe Greene and Peadar Gill representing the Men’s section.

GolfIreland published a guide for Clubs undergoing similar work as ourselves with a large repository of guides to help us in our task. https://www.golfireland.ie/club-support-governance Our Working Group carefully reviewed the available material and agreed to use it as the basis for our work. We also decided to use our existing Constitution, first drafted in 2007, as the template for our new document. It was an excellent base from which to start and one that, itself, was the result of a lot of work at the time.

GolfIreland’s overriding advice was to actively encourage equality and diversity in Golf Clubs all while building a robust structure for the Club where Governance and good Management would be the norm.

A summary of the new Constitutions changes is as follows.

• The number of Trustees should be set at 4

• The Trustees should not be on the Management committee

• The Management Committee should be comprised of 12 people.

• It should have a Chairperson with a 3-year term, this person should not be either of the Captains or the President

• Term limits for the members of the committees, including officers, have been defined.

• The Management Committee should have a number of sub-committees including Audit & Finance, Course and, most importantly, Governance. The function of the Governance subcommittee would be to establish the ground rules for the operation of the Management Committee and to monitor its operation. (This is always an issue where you have a committee with a Chairperson/CEO, does he/she have free reign to do as he/she fits or do what he/she is instructed to do?)

• GI have also a “One Club” model which would involve merging the men’s and ladies’ committees into a single group, to manage the playing activities in the Club. It was the unanimous feeling in our Group that this may be a step too far at this stage and we should continue with the separate committees for now. It does not preclude the merging of them in the future.

• The advice of GI is also that the Club should have a single President. Our Group also subscribed to this with the proposal that the position should alternate between the Ladies and Men with the person to fill the role being nominated by the respective committee (Men’s committee to nominate the Male President to succeed a Lady President who had been nominated by her committee)

• The proposal is to cap the number of members on the Men’s and Ladies committees at 12.

• It is proposed to change the eligibility criteria for Vice-Captain from 5 years membership & 2 years committee to 4 & 1, respectively.

• GI also recommend that all committees and subcommittees should adopt a 30:30:40 participation rule where each has a minimum of 30% men, 30% ladies and 40% discretionary membership with a goal of achieving a 50:50 split where possible. Our Group fully subscribes to this also.

• The clause specifying Thursdays and Sundays as Ladies and Men’s competition days has been removed, being replaced by incorporating the authority to decide which days competitions are held on into the role of the Management Committee

• A Force Majeure clause has been inserted into the Constitution

The new document was presented to the Joint Management Committee of Virginia Golf Club under Captains Vivian Connell and Angela O’Dwyer at a specially convened meeting in May 2021 where it was unanimously ratified to be presented to the members of the Club. There will be an Extraordinary General meeting convened (subject to compliance with Covid-19 restrictions) to ratify the new Constitution with a view to having it in place for the new Golfing year on 01st November 2021.

Appendix A Proposed Constitution for Virginia Golf Club

VlRGINIA GOLF CLUB - CONSTITUTION

(Amended May 2021)

1. Name

The name of the Club shall be VIRGINIA GOLF CLUB.

2. Objects

The objects of the Club shall be to provide facilities for the playing of amateur golf by all Members in a spirit of friendship and goodwill and the promotion and advancement of amateur golf with particular emphasis on encouraging participation by young people and on developing their skills.

3. Trustees and Ownership

a) The number of Trustees shall be four. Each Trustee shall be an Honorary Member or an Ordinary Member with a minimum of ten years Ordinary Membership of the Club and shall normally be elected by the Ordinary Members at an Annual General Meeting of the Club. Trustees holding office at the date of adoption of this Constitution shall continue in office until resignation or ceasing to be an Honorary or Ordinary Member or until removal from office by a resolution carried by at least two-thirds of the Ordinary Members present and voting at a General Meeting of the Club. Each Trustee elected following the adoption of this Constitution shall hold office for a period of ten years or until resignation or ceasing to be an Honorary or Ordinary Member or until removal from office by a resolution carried by at least two-thirds of the Ordinary Members present and voting at a General Meeting of the Club. A Trustee elected at a General Meeting mid-year to fill a casual vacancy shall retire at the next Annual General Meeting of the Club following the tenth anniversary of his or her election. A retiring Trustee shall only be eligible for re-election for one further ten-year period. The Honorary Secretary shall maintain a register of the Trustees containing their names, postal and e-mail addresses, phone numbers, dates of election and retirement. Whenever the number shall fall below four, the resulting vacancy shall be filled as soon as practicable. Pending the filling of such vacancy, the remaining Trustees shall have vested in them the powers and duties applicable to the full body of Trustees. A Trustee, who is an Honorary Member, shall be entitled to receive notice of, attend and vote at any General Meeting of the Club. The Trustees of Virginia Golf Club may not serve on the Management Committee.

b) All lands, buildings and investments of the Club shall be vested in the Trustees on behalf of the Ordinary Members. The Trustees shall deal with the property of the Club solely as directed by the general body of Ordinary Members at a General Meeting.

4. Indemnifications and Disclaimers.

a) Indemnification of Trustees and Members of the Management Committee

Every Trustee and member of the Management Committee of the Club and other official club committee and sub-committee members shall be indemnified, out of the assets of the Club, against all losses or liabilities which they, jointly or individually, may sustain or incur while properly discharging their duties in accordance with these rules. Each Ordinary Member (including such of the Trustees as are Ordinary Members) shall contribute equally to such indemnification and such indemnity shall be deemed to be a condition of membership of the Club.

b) Personal Property

All personal belongings of members, employees, visitors, and others on or in the Club premises and property shall be at the sole risk of the owner and the Club or Management Committee shall not be responsible for any loss or damage thereto. Nothing in this Clause shall prejudice any claim by the Club or any Member thereof or the Management Committee or the owner against any Insurance Company for the loss or damage sustained.

c) Personal Risks

Members, Visitors and others using the Club, its buildings or premises, or course, whether or not engaged in the Club's activities, games or functions, shall do so at their own personal risk as to injury or damage and the Club, Management Committee and other Members shall be saved harmless and indemnified in respect thereof, and Members shall hold one another mutually indemnified as against damage arising from any Club activities aforesaid or the state or condition of the Club's premises, its furnishings, equipment or facilities or the like, and the Club, Management Committee and Members will not be responsible for the loss or damage to a Member or to Visitors or others. Nothing in this Clause shall prejudice any claim by the Club or the Management Committee or any Member against any Insurance Company.

5. Management Committee - Membership

a) The general management of the Club shall be vested in a Management Committee. The Management Committee shall consist of a maximum of 12 (twelve) members, comprised of the Chairperson, the two Captains, the two Vice Captains, the Honorary Secretary, the Honorary Treasurer, the President, and 4 (four) other elected members. The Honorary Secretary shall maintain a register of the Officers of the Club containing their names, postal and e-mail addresses, phone numbers, dates of election and retirement.

b) The Management Committee should have a minimum representation of 4 representatives from each of the men’s and ladies’ sections.

c) There will be a single President representing Virginia Golf Club. The position of President shall alternate between a nominee of the Ladies committee and one from the Men’s committee and shall be subject to ratification at the AGM.

d) The Chairperson shall be appointed for a term length of three years and may serve in that position for a maximum of two consecutive terms. The President or Captains may not hold the office of Chairperson during their term of office.

e) To be eligible for election as Honorary Secretary or Honorary Treasurer, a candidate must be an Ordinary Member of the Club and have a minimum of two years Ordinary Membership. The Honorary Secretary and Honorary Treasurer shall be elected annually at the Annual General Meeting by the Ordinary Members of the Club. The Honorary Secretary and Honorary Treasurer, while being eligible for re-election, shall not serve in these positions for more than six consecutive years.

f) To be eligible for election to the Management Committee as one of the four elected members, a candidate must be an Ordinary Member of the Club and have a minimum of two years Ordinary Membership. The elected members shall be elected annually at the Annual General Meeting by the Ordinary Members of the Club. The maximum number of consecutive years a member can serve is three.

g) A member of the Management Committee shall automatically cease to hold office on resignation from the Management Committee, on ceasing to be an Ordinary Member or on being removed from office by a resolution carried by at least two-thirds of the Ordinary Members present and voting at a General Meeting of the Club.

h) A member of the Management Committee must step down after serving a period of six years but such member will be eligible for re-election to the Management Committee after a further period of two years has elapsed.

6. Management Committee - Chairperson

The Management Committee Chairperson shall be ratified by the Annual General Meeting of the Club. The term of office of Chairperson shall be three years with the maximum number of consecutive terms being two. In the absence of the Chairperson from a meeting, any other member of the Management Committee may be appointed as Chairperson, for that meeting, by a simple majority of those present at the meeting and voting.

In the event of a tied vote the Chairperson of the meeting shall have a casting vote in addition to a vote as a member. All Management Committee meetings shall be conducted in accordance with the Constitution of Virginia Golf Club. Where the procedure to be followed is not specifically provided for in this Constitution the procedure shall be decided by the Chairperson. If a decision of the Chairperson regarding a matter of procedure is challenged, the matter will be decided by a simple majority of members of the Management Committee present at the meeting and voting.

7. Management Committee - Duties and Functions

1) The Management Committee-

a) shall hold a meeting at least once in every two months of the year. Each member of the Management Committee shall be given ten days’ notice of any meeting by phone, text, or email. In exceptional circumstances, the Chairperson may call a meeting of the Management Committee at short notice. Any decisions taken at such meeting must be reported to the next ordinary meeting of the Management Committee.

b) may, at its discretion, appoint any qualified Ordinary Member to fill any vacancy that may occur in the Management Committee. Any member of the Management Committee so appointed shall hold office only until the next Annual General Meeting.

c) is empowered to make and from time to time alter or rescind such local rules, byelaws, and regulations (provided same are not at variance with Rules of Golf, GolfIreland, for the management of the Club and the course as it may consider necessary. Such local rules, byelaws and regulations shall be posted on a Club Notice Board, and every Member, Visitor or other person using the Clubhouse or course shall be subject to and must comply with them.

d) shall form the following sub-committees.

i) “Audit and Risk”, to be Chaired by the Hon Secretary

ii) “Governance”, to be chaired by an elected Joint Management committee member.

iii) “Finance”, to be chaired by the Treasurer.

iv) “Course” to be chaired by an elected Joint Management committee member.

v) any additional sub-committees as required and to define the scope and duration of their activities. Any sub-committee so appointed must be chaired by a member of the Management Committee who shall be responsible for reporting on the activities of the sub-committee to the Management Committee. Nothing herein contained shall empower any sub-committee to commit to disburse the funds of the Club, except where it is authorised by the Management Committee.

vi) Each sub-committee must contain a minimum of 30% men and 30% ladies in its membership.

vii) All sub-committee members must be members of Virginia Golf Club

viii) All appointments to sub-committees must be ratified by the Management Committee.

e) shall receive reports at each meeting from the Captains of the Men's and Ladies' Sections of matters in each section relevant to the Management Committee.

f) shall have power for the due management of the Club to appoint and dismiss employees, as it considers necessary.

g) shall open and maintain a bank account in the name of Virginia Golf Club and shall ensure that cheque signing arrangements must be for a minimum of two Officers of the Club to sign all cheques or payment orders.

h) shall, under the responsibility of the Honorary Treasurer, ensure that correct accounts and records are kept, showing:

i) all subscriptions, GolfIreland levies and insurance premia received from the Members of the Club.

ii) the onward transmission of the GolfIreland levies and insurance premia

iii) all other monies received and expended by the Club.

iv) all sales and purchases of goods by the Club.

v) all sums reimbursed are properly vouched and approved.

vi) the assets and liabilities of the Club.

The Honorary Treasurer shall report on the current financial position of the Club at each meeting of the Management Committee and shall prepare annual financial statements for audit, consideration of the Management Committee and presentation and approval at the Annual General Meeting.

The Honorary Treasurer shall ensure that the accounts of the Men's and Ladies' Sections are prepared and kept in similar format to the Club accounts so that the overall financial position of the Club can be rapidly ascertained when required. The Treasurers of the Men's and Ladies' Sections shall submit copies of their annual financial statements to the Honorary Treasurer as soon as they are available each year.

An Honorary Auditor shall be appointed at each Annual General Meeting to audit the following year's financial statements of the Club and of the Men's and Ladies' Sections. If, when the time comes, the auditor is unable to act then a substitute shall be appointed by the Management Committee.

i) may borrow such sums of money as it may require for the management and development of the Club and for the performance by the Committee of its functions as provided by this Constitution. The terms upon which moneys are borrowed may include provisions charging the moneys and interest thereon upon all or any property of whatever kind for the time being vested in the Trustees. The Trustees shall have power on the instructions of the Ordinary Members present and voting at a General Meeting of the Club to charge all or any property of the Club for the time being vested in them for the purpose of securing the indebtedness of the Club.

j) shall, under the responsibility of the Honorary Secretary, maintain a Minute Book in which shall be recorded the Minutes of all Annual and Extraordinary General Meetings and another Minute Book in which shall be recorded the Minutes of all Management Committee meetings. At each Management Committee meeting the Minutes of its previous meeting and the Minutes of any General Meeting held since that meeting shall be read out and, when approved as being a correct record, shall be signed and dated by the Chairperson.

k) may make grants to each of the Men's and Ladies' Sections from time to time, on written request being made, to defray exceptional expenses incurred by the Committee concerned when entertaining Visiting Teams and Officials in Home Matches and expenses incurred in Away Matches by Team Members and Officials when representing the Club, and for such other events or occasions when it is in the interests of the Club to do so.

l) may grant to both the Men's and Ladies' Sections in each year a sum to be used for the general finances of the said section where it is demonstrated, by the production of up-to-date accounts, that the financial situation of the Section requires such support.

m) shall, where there is a shortfall in Club Funds for the operation of the Club, and where there is a surplus of funds in either the Men's or Ladies' Sections over and above what is needed to finance day to day activity, require such Section to transfer such surplus funds to the Club bank account.

n) shall have power, except as otherwise provided in this Constitution, to regulate its own procedures.

2) Eight (of whom at least two shall be Officers of the Club) shall form a quorum at any meeting of the Management Committee.

In the event of the membership of the Management Committee being depleted other than by casual absences to the extent that a quorum cannot be formed, the management of the Club shall be conducted by the remaining members of the Management Committee, on a temporary basis, pending a General Meeting being called for the specific purpose of electing a new Management Committee. This temporary management body shall have power to call an Extraordinary General Meeting and shall do so without delay, and not more than one month from its formation. To manage the Club, the temporary management body shall have the powers and duties contained in the sub-sections of this Clause which are designated (a), (c), (d), (f), (g), (h), (i), (j), (k), (I), (m) and (n).

8. Management Committee - Elections

a) Nominations for (Chairperson), Honorary Secretary, Honorary Treasurer and for membership of the Management Committee shall be made by the Ordinary Members of the Club on a Nomination Form, Appendix A, provided for the purpose in the Clubhouse each year. Each nomination shall be signed by the Ordinary Members proposing and seconding the nomination and by the nominee to confirm acceptance of the nomination. This form will be posted in the Clubhouse on or before 01 November and removed on 08 November.

b) In the event of the number of candidates nominated being equal to, or less than, the vacancies to be filled, the candidates nominated shall, from the date of the Annual General Meeting, be deemed to be elected. The incoming Management Committee shall have power to co-opt members to fill vacancies, if any, in respect of which the nominations were deficient.

c) In the event of the number of candidates nominated being greater than the number of vacancies to be filled, a ballot shall be held at the Annual General Meeting. The Honorary Secretary and two Ordinary Members appointed by a show of hands from those attending the Annual General Meeting shall act as Scrutineers of the ballot. In the event of a tie, the Scrutineers shall determine priority by drawing lots. The decision of the majority of the Scrutineers shall in all cases be final. The Scrutineers shall make a signed return to the Chairperson of the number of votes recorded for each candidate. The Chairperson shall declare in alphabetical order the names of those elected to the Annual General Meeting.

9. Annual General Meeting

The financial year of the Club shall be from 1 November to 31 October.

The Annual General Meeting (AGM) shall be held at such place and in such a manner as the Management Committee may decide, as early as possible after the end of the financial year, but not later than 31 December. Notice of the meeting shall be posted in the Clubhouse at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a notice shall also be sent by post or e-mail to the last recorded postal or e-mail address of each Ordinary Member and Trustee, including details of those nominated for election and any Notices of Motion.

Notices of Motion shall be submitted in writing, signed by the proposer and seconder, to the Honorary Secretary by 08 November to enable their inclusion in the Notice calling the AGM.

The business of the AGM shall consist of the approval of the Management Committee's annual reports and the Club's financial statements, the election of the Chairperson, Honorary Secretary, the Honorary Treasurer, the Management Committee's four elected members and Auditors and Notices of Motion put forward for consideration and approval or refusal in accordance with this Constitution.

Twenty-five Ordinary Members shall form a quorum. An AGM adjourned for lack of a quorum may be reconvened at five days’ notice and a quorum of fifteen shall suffice.

10. Extraordinary General Meeting

An Extraordinary General Meeting (EGM) may be called at any time by direction of the Management Committee or by a requisition, made in writing to the Honorary Secretary, signed by at least thirty Ordinary Members, and stating the nature of the business to be transacted. The Honorary Secretary shall arrange a meeting so requested. Notice of such meeting, and the business to be transacted, must be posted in the Clubhouse for at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a similar notice must be sent by post or e-mail to the last recorded postal or e-mail address of each Ordinary Member and Trustee. The business to be transacted, detailed in the Notice, will be the only business to be considered at such Meeting. Fifty Ordinary Members shall form a quorum. If an EGM, called by direction of the Management Committee, is adjourned for lack of a quorum it may be reconvened at five days’ notice and a quorum of thirty-five shall suffice.

11. General Meetings - Chairperson

The Chairperson of the Management Committee shall take the chair at all General Meetings of the Club.

In the absence of the Chairperson, or at the request of the Chairperson (if present), any other member of the Management Committee may be appointed as Chairperson, for that meeting, by a simple majority of Ordinary Members present at the meeting and voting.

In the event of a tied vote the Chairperson of the meeting shall have a casting vote in addition to a vote as an Ordinary Member.

All General Meetings shall be conducted in accordance with the Constitution of Virginia Golf Club. Where the procedure to be followed is not specifically provided for in this Constitution, the procedure shall be decided by the Chairperson. If a decision of the Chairperson regarding a matter of procedure is challenged, the matter will be decided by a simple majority of Ordinary Members present at the meeting and voting.

12. Categories of Membership

The membership of the Club shall be divided into several categories, as follows:

Ordinary Members:

Ordinary Members are entitled to avail of all the amenities of the Club. Ordinary Members with a minimum of ten years Ordinary Membership immediately prior to having attained the age of sixty-five at 1st January, shall be entitled to a reduction in their annual subscription. Ordinary Members only are entitled to attend and vote at General Meetings of the Club, except as provided for in Clause 3 (a).

Juvenile/Junior/Student Members:

Juvenile Members

Juvenile Members are young persons aged 8 to 14 years inclusive at the date of their election. Anyone under 12 years old must be accompanied on the course by an Ordinary Member who shall be responsible for their behaviour.

Junior Members

Junior members are young persons aged of 15 to 18 years inclusive at the date of their election.

Student Members

Student Members are Junior Members who, after reaching 18 years of age, are attending a recognised educational establishment on a full-time basis or are serving an apprenticeship and who are not otherwise gainfully employed. Student Membership shall cease at the end of the subscription year in which the student reaches 25 years of age. Junior/Student Members who cease to be qualified as such for reasons of age and/or occupation may be proposed for Ordinary Membership directly by the Men's or Ladies' Committee, as appropriate, for election by the Management Committee in accordance with Clause 16 hereof. Notwithstanding any other provision of this Constitution, the membership of a Juvenile/Junior/Student Member shall be annual.

Honorary Members:

Honorary Members shall be persons who have rendered exceptional services to the Club or to the game of golf or whose distinguished position or public service would render their membership of special advantage to the Club. Honorary Members are elected for life. Any nomination for Honorary membership must be made in writing to the Management Committee a minimum of 1 month in advance of a General Meeting. Any such nomination must be signed by a Proposer and must be Seconded with both Proposer and Seconder being Ordinary members of Virginia Golf Club. Honorary Members may only be elected by the Ordinary Members at a General Meeting of the Club on the recommendation of the Management Committee. Ordinary Members elected as Honorary Members shall retain their voting rights as Ordinary Members. Other Honorary Members shall have no vote in Club affairs except as provided for in Clause 3 (a) above; shall not be eligible for full or ex-officio membership of the Management Committee; but shall be eligible to compete in Club competitions for which they are otherwise qualified.

Country Members:

Country Members are persons who are already full members of other affiliated golf clubs. Country Members may have either a "competitive" or "non-competitive" status. Country Members shall be excluded from competing in the relevant Captain's Prize and in such other competitions as the Men's or Ladies' Committees may decide.

Distance Members:

Distance Members are persons whose place of residence is greater than 50km from Virginia Golf Club. Distance Members may have either a “competitive” or “non-competitive” status. Distance Members shall be excluded from competing in the relevant Captain’s Prize and in such other competitions as the Men’s or Ladies’ Committees may decide.

Visitors/Temporary Members:

Any Ordinary or Honorary Member may introduce visitors. The name of each visitor and date of visit must be recorded in the "Visitors' Book" or other such means and be attested by the signature of the introducing Member.

Persons not having an introduction from a Member may play on the course and use the clubhouse as a Visitor(s) on payment of the current Green Fee.

The Green Fee charge for Visitors using the course shall be fixed from time to time by the Management Committee. The Visitor's name and the amount of the Green Fee Voucher must be entered in the "Green Fee Book" or recorded online.

The payment of the Green Fee shall entitle the Visitor to Temporary Membership of the Club for the duration of their round, but such Temporary Member shall not be entitled to introduce other visitors.

Competitors in Open Club competitions limited to one day shall be entitled to Temporary Membership status on the day of the competition only, on payment of the Competition Entry Fee.

Visiting competitors and officials from clubs involved in inter-club competitions shall be entitled to Temporary Membership, at no charge, on the day of competition and for pre-arranged practice rounds.

Guests of Virginia Park Lodge, playing at their reserved time, shall be deemed to be Temporary Members for the duration of their round.

The Management Committee shall have power to make regulations for the admission of non-playing Visitors.

The Management Committee shall have power to suspend this rule for a temporary period at any time they think necessary, and/or to refuse permission for any Visitor or Temporary Member to use the Clubhouse or course.

Any Officer of the Club, or any two members of any Committee may (and without assigning any cause if they so think right) cancel the admission of any Visitor or Temporary Member whose admission they deem irregular, or whose presence or conduct they deem objectionable or who deliberately breaks any of the rules, byelaws, or regulations of the Club. The Green Fee paid by any such cancelled Visitor or Temporary Member may, at the discretion of the Management Committee, be either forfeited or refunded.

Membership Numbers:

The maximum number of members in each category shall be decided from time to time at a General Meeting of the Club.

13. Men's Section

(a) Membership of the Men's Section shall be the GolfIreland Affiliated Ordinary Members of Virginia Golf Club, excluding Juvenile/Junior/Student Members.

(b) The Men's Section shall

(i) Accept and abide by the Constitution and Byelaws of GolfIreland to which the Club is affiliated and the Bye-Laws of the Ulster Branch of such Union in whose province the course is situate.

(ii) Accept and apply the Standard Scratch Score and Handicapping Scheme as prescribed by the GolfIreland and such rules thereunder as may require to be implemented from time to time by GolfIreland.

(c) The Men's Section shall be responsible for the organisation and administration of men's golf under the control of the Men's Committee which shall consist of the Captain, the Vice-Captain, the Secretary, the Treasurer, the Handicap Secretary, the Competition Secretary (collectively the Officers of the Men's Section), five elected members and the outgoing Captain for the year immediately following his term of office.

The Captain and Vice-Captain shall each hold office for a period of one year. At the end of a one year term the Vice-Captain shall succeed to the position of Captain.

The incoming Captain shall have the right to nominate, subject to the approval of a sub-committee comprising the Captain, Secretary and Treasurer of the Men's Section, the incoming Vice-Captain for the coming year. To be eligible for the position of Vice-Captain, the nominee must have been an Ordinary Member of the Club for at least four years and have served at least one year as an elected member of a Committee.

Each of the other Officers and the five elected members shall be elected annually at the Annual General Meeting by the members of the Men's Section. To be eligible for election to the Men's Committee, a candidate must have been an Ordinary Member of the Club for at least two years. The Secretary and Treasurer, while being eligible for re-election, shall not serve in these positions for more than five consecutive years.

A member of the Men's Committee shall automatically cease to hold office on resignation from the Men's Committee, on ceasing to be an Ordinary Member of Virginia Golf Club or on being removed from office by a resolution carried by at least two-thirds of the members present and voting at a General Meeting of the Men's Section.

(d) The members of the Men's Committee shall be elected in accordance with following procedures: -

(i) Nominations for membership of the Men's Committee shall be made each year by the members of the Men's Section on a Nomination Form, Appendix B, provided for the purpose in the Clubhouse. Each nomination shall be signed by the members proposing and seconding the nomination and by the nominee to confirm his acceptance of the nomination. This form will be posted in the Clubhouse on or before 01 November and removed on 08 November.

(ii) In the event of the number of candidates nominated being equal to, or less than, the vacancies to be filled, the candidates nominated shall, from the date of the Annual General Meeting of the Men's Section, become members of the Men's Committee. The Men's Committee shall have power to co-opt members to fill vacancies, if any, in respect of which the nominations were deficient.

(iii) In the event of the number of candidates nominated being greater than the number of vacancies to be filled a ballot shall be held at the Annual General Meeting. The Secretary and two members appointed by a show of hands from those attending the Annual General Meeting shall act as Scrutineers of the ballot. In the event of a tie, the Scrutineers shall determine priority by drawing lots. The decision of the majority of the Scrutineers shall in all cases be final. The Scrutineers shall make a signed return to the Chairperson of the number of votes recorded for each candidate. The Chairperson shall declare in alphabetical order the names of those elected to the Annual General Meeting.

(e) The Men's Committee shall hold a meeting at least once in every two months of the year. Eight (of whom at least two shall be Officers of the Men's Club) shall form a quorum at any meeting of the Men's Committee. The Men's Committee, save where otherwise provided by this Constitution, shall have power to regulate its own procedures. It shall have the power to form sub-committees to assist the Men's Committee in discharging its functions and to define the scope and duration of their activities. Any sub-committee so appointed must be chaired by a member of the Men's Committee who shall be responsible for reporting on the activities of the sub-committee to the Men's Committee. The Men's Committee shall open and maintain a bank account in the name of Virginia Golf Club - Men's Section and shall ensure that cheque signing arrangements must be for a minimum of two Officers of the Men's Committee to sign all cheques or payment orders.

The Men's Committee shall ensure that within its delegated powers of authority correct records are kept including accounts of all monies received and expended. The Men's Treasurer shall report on the current financial position of the Men's Section at each meeting of the Men's Committee and shall prepare annual financial statements for audit, consideration of the Men's Committee and presentation and approval at the Annual General Meeting. A copy of the Men's Section annual financial statements shall be provided to the Honorary Treasurer of the Club as soon as they are available. Where the Men's Section have surplus funds over and above what is needed to finance day to day activity and the Management Committee have demonstrated that the Club requires funds, then such surplus funds shall be transferred to the Club bank account on written request being received from the Management Committee.

(f) The Annual General Meeting (AGM) shall be held at such place as the Men's Committee may decide, at least seven days prior to the Annual General Meeting of Virginia Golf Club. Notice of the meeting shall be posted in the Clubhouse at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a Notice shall also be sent to each member by post or e-mail to his last recorded postal or e-mail address, including any Notices of Motion. Notices of Motion shall be submitted in writing, signed by the proposer and seconder, to the Secretary of the Men's Section by 08 November to enable their inclusion in the Notice calling the AGM.

The business of the AGM shall consist of the approval of the Men's Committee annual reports and Men's Section financial statements, the Men's Committee elections and Notices of Motion which shall be confined to areas of competence of the Men's Section. Twenty-five members shall form a quorum. An AGM adjourned for lack of a quorum may be reconvened at five days’ notice and a quorum of fifteen shall suffice.

(g) An Extraordinary General Meeting (EGM) of the Men's Section may be called at any time by direction of the Men's Committee or by a requisition, made in writing to the Secretary, signed by at least thirty of the members of the Men's Section and stating the nature of the business to be transacted. The Secretary shall arrange a meeting so requested. Notice of such meeting, and the nature of the business to be transacted, must be posted in the Clubhouse for at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a similar notice must be sent to each member by post or e-mail to his last recorded postal or e-mail address. The business to be transacted, detailed in the Notice, will be the only business to be considered at such Meeting. Fifty members shall form a quorum. If an EGM, called by direction of the Men's Committee, is adjourned for lack of a quorum it may be reconvened at five days’ notice and a quorum of thirty-five shall suffice.

(h) The Captain of the Men's Section shall take the chair at all Men's Committee meetings and at all General Meetings of the Men's Section. In his absence, or at his request (if he is present), the Vice-Captain shall take the chair. Otherwise, any other member of the Men's Committee may be appointed Chairperson, for that meeting, by a simple majority of members present at the meeting and voting. In the event of a tied vote the Chairperson of that meeting shall have a casting vote in addition to his vote as a member. All General Meetings of the Men's Section shall be conducted in accordance with the Constitution of Virginia Golf Club. Where the procedure to be followed is not specifically provided for in this Constitution the procedure shall be decided by the Chairperson. If a decision of the Chairperson regarding a matter of procedure is challenged, the matter will be decided by a simple majority of members present at the meeting and voting.

14. Ladies’ Section

a) Membership of the Ladies' Section shall be the GolfIreland Affiliated Ordinary Members of Virginia Golf Club, excluding Juvenile/Junior/Student Members.

b) The Ladies' Section shall

i) Accept and abide by the Constitution and Byelaws of GolfIreland to which the Club is affiliated and the Bye-Laws of the District in whose province the course is situate.

ii) Accept and apply the Handicapping System as prescribed by the GolfIreland and such rules thereunder as may require to be implemented from time to time by the GolfIreland.

c) The Ladies' Section shall be responsible for the organisation and administration of ladies' golf under the control of the Ladies' Committee which shall consist of the Captain, the Vice-Captain, the Secretary, the Treasurer, the Handicap Secretary, the Competition Secretary (collectively the Officers of the Ladies' Section), five elected members and the outgoing Captain for the year immediately following her term of office.

The Captain and Vice-Captain shall each hold office for a period of one year. At the end of a one-year term the Vice-Captain shall succeed to the position of Captain.

The incoming Captain shall have the right to nominate, subject to the approval of a sub-committee comprising the Captain, Secretary and Treasurer of the Ladies' Section, the incoming Vice-Captain for the coming year. To be eligible for the position of Vice-Captain, the nominee must have been an Ordinary Member of the Club for at least four years and have served at least one year as an elected member of a Committee.

Each of the other Officers and the five elected members shall be elected annually at the Annual General Meeting by the members of the Ladies' Section. To be eligible for election to the Ladies' Committee, a candidate must have been an Ordinary Member of the Club for at least two years The Secretary and Treasurer, while being eligible for re-election, shall not serve in these positions for more than five consecutive years.

A member of the Ladies' Committee shall automatically cease to hold office on resignation from the Ladies' Committee, on ceasing to be an Ordinary Member of Virginia Golf Club or on being removed from office by a resolution carried by at least two thirds of the members present and voting at a General Meeting of the Ladies' Section.

d) The members of the Ladies' Committee shall be elected in accordance with following procedures: -

i) Nominations for membership of the Ladies' Committee shall be made each year by the members of the Ladies' Section on a Nomination Form, Appendix C, provided for the purpose in the Clubhouse. Each nomination shall be signed by the members proposing and seconding the nomination and by the nominee to confirm her acceptance of the nomination. This form will be posted in the Clubhouse on or before the 01 November and removed on 08 November.

ii) In the event of the number of candidates nominated being equal to, or less than, the vacancies to be filled, the candidates nominated shall, from the date of the Annual General Meeting of the Ladies' Section, become members of the Committee. The Ladies' Committee shall have power to co-opt members to fill vacancies, if any, in respect of which the nominations were deficient.

iii) In the event of the number of candidates nominated being greater than the number of vacancies to be filled a ballot shall be held at the Annual General Meeting. The Secretary and two members appointed by a show of hands from those attending the Annual General Meeting shall act as Scrutineers of the ballot. In the event of a tie, the Scrutineers shall determine priority by drawing lots. The decision of the majority of the Scrutineers shall in all cases be final. The Scrutineers shall make a signed return to the Chairperson of the number of votes recorded for each candidate. The Chairperson shall declare in alphabetical order the names of those elected to the Annual General Meeting.

e) The Ladies' Committee shall hold a meeting at least once in every two months of the year. Ten (of whom at least two shall be Officers of the Ladies' Section) shall form a quorum at any meeting of the Ladies' Committee.

The Ladies' Committee, save where otherwise provided by this Constitution, shall have power to regulate its own procedures.

It shall have the power to form sub-committees to assist the Ladies' Committee in discharging its functions and to define the scope and duration of their activities. Any sub-committee so appointed must be chaired by a member of the Ladies' Committee who shall be responsible for reporting on the activities of the sub-committee to the Ladies' Committee.

The Ladies' Committee shall open and maintain a bank account in the name of Virginia Golf Club - Ladies' Section and shall ensure that cheque signing arrangements must be for a minimum of two Officers of the Ladies' Committee to sign all cheques or payment orders.

The Ladies' Committee shall ensure that within its delegated powers of authority correct records are kept including accounts of all monies received and expended.

The Ladies' Treasurer shall report on the current financial position of the Ladies' Section at each meeting of the Ladies' Committee and shall prepare annual financial statements for audit, consideration of the Ladies' Committee and presentation and approval at the Annual General Meeting. A copy of the Ladies' Section annual financial statements shall be provided to the Honorary Treasurer of the Club as soon as they are available. Where the Ladies' Section have surplus funds over and above what is needed to finance day to day activity and the Management Committee have demonstrated that the Club requires funds, then such surplus funds shall be transferred to the Club bank account on written request being received from the Management Committee.

f) The Annual General Meeting (AGM) shall be held at such place as the Ladies' Committee may decide, at least seven days prior to the Annual General Meeting of Virginia Golf Club. Notice of the meeting shall be posted in the Clubhouse at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a Notice shall also be sent to each member by post or e-mail to her last recorded postal or e-mail address, including any Notices of Motion. Notices of Motion shall be submitted in writing, signed by the proposer and seconder, to the Secretary of the Ladies' Section by 08 November to enable their inclusion in the Notice calling the AGM. The business of the AGM shall consist of the approval of the Ladies' Committee annual reports and the Ladies' Section financial statements, the Ladies' Committee elections and Notices of Motion which shall be confined to areas of competence of the Ladies' Section. Twenty-five members shall form a quorum. An AGM adjourned for lack of a quorum may be reconvened at five days’ notice and a quorum of fifteen shall suffice.

g) An Extraordinary General Meeting (EGM) of the Ladies' Section may be called at any time by direction of the Ladies' Committee or by a requisition, made in writing to the Secretary, signed by at least thirty of the members of the Ladies' Section and stating the nature of the business to be transacted. The Secretary shall arrange a meeting so requested. Notice of such meeting, and the nature of the business to be transacted, must be posted in the Clubhouse for at least fourteen days before the date of the proposed meeting. As soon as is reasonably practicable thereafter, a similar notice must be sent to each member by post or e-mail to her last recorded postal or e-mail address. The business to be transacted, detailed in the Notice, will be the only business to be considered at such Meeting. Fifty Members shall form a quorum. If an EGM, called by direction of the Ladies' Committee, is adjourned for lack of a quorum it may be reconvened at five days’ notice and a quorum of thirty-five shall suffice.

h) The Captain of the Ladies' Section shall take the chair at all Ladies' Committee meetings and at all General Meetings of the Ladies' Section.

In her absence, or at her request (if she is present), the Vice-Captain shall take the chair. Otherwise, any member of the Ladies' Committee may be appointed Chairperson, for that meeting, by a simple majority of members present at the meeting and voting.

In the event of a tied vote the Chairperson shall have a casting vote in addition to her vote as a member.

All General Meetings of the Ladies' Section shall be conducted in accordance with the Constitution of Virginia Golf Club. Where the procedure to be followed is not specifically provided for in this Constitution the procedure shall be decided by the Chairperson. If a decision of the Chairperson regarding a matter of procedure is challenged, the matter will be decided by a simple majority of members present at the meeting and voting.

15. Times of Play for Members and Visitors

The Management Committee shall decide the days and hours of play for Men’s and Ladies competitions, for Juvenile/Junior/Student Members play and, on the facilities to be offered to Societies. There shall be reserved times each day for Virginia Park Lodge guests as per lease.

16. Election to Membership

The election of every person in whatever category shall be at the absolute discretion of the Management Committee and a person who is already a member in one category shall not have any automatic entitlement to membership in any other category.

All proposals for membership shall be referred to the Men's or Ladies' Committee as appropriate for consideration who shall forward the applications to the Management Committee for ratification.

17. Annual Subscriptions, Entrance Fees, Capital Levies and Golfer's Insurance

a) Annual Subscriptions for all categories as set out in Clause 12, Entrance Fees and Capital Levies (if any), shall be determined at a General Meeting, and shall remain as so determined until altered by a subsequent General Meeting. Any decision of a General Meeting under the terms of this Clause 17 shall be by a two-thirds majority of the Ordinary Members present at the meeting and voting.

b) Annual Subscriptions, together with Capital Levies, GolfIreland levies and golfer's insurance shall be payable on 1January each year. Subscriptions unpaid at 1 March each year shall be subject to a surcharge to be determined by the Management Committee. In the event of non-payment by 1 April the membership of the person concerned shall be deemed to have automatically lapsed and the person shall be notified accordingly by the Honorary Secretary. The Management Committee may, however, re-admit such person to membership upon receiving a satisfactory explanation and payment of all arrears.

c) All categories of Member, other than Honorary Members, shall be required to pay an Annual Subscription, except for Trustees and the President and Captains of both the Men's and Ladies' Sections during their year of office. However, their liability to pay GolfIreland levies and golfer's insurance remains.

d) No lapsed Member shall be entitled to receive notice of, attend, or vote at any General Meeting of the Club or of the Men's or Ladies' Sections, as appropriate. No lapsed Member shall be eligible to compete in any competition after 1 April, and, notwithstanding any provision of this Clause, no lapsed Member shall be eligible to receive any prize or award in any competition organised in the club. The Honorary Secretary shall notify the names of lapsed Members to the Competition Secretaries of the Men's and Ladies Sections on 1 April each year.

18. Conduct of Members

Any Member whose conduct in or out of the Club is alleged, in the opinion of the Management Committee, to be injurious to the interests of the Club may be suspended, asked to resign, or removed from membership, in accordance with the following procedure.-

a) The Management Committee shall, at one of its meetings, consider whether the alleged conduct in question is injurious to the interests of the Club and the Member concerned shall be invited, in writing, by the Honorary Secretary to attend the meeting of the Management Committee at which the matter is to be considered, so that the Member may have an opportunity to offer an explanation or a defence of the alleged conduct in question.

b) If the Management Committee accepts any explanation offered, that is the end of the matter. If the Member offers no explanation or if the explanation is, in the opinion of the Management Committee, unsatisfactory, the Management Committee shall be empowered to act as follows:-

i) Suspend the Member for such period as it shall in its discretion think fit, or

ii) Request the Member to resign and if the member consents to such request, to refund, pro-rata, to the member the annual subscription paid for that year, or

iii) Call an Extraordinary General Meeting in accordance with Clause 10 of this Constitution. The Notice for the meeting shall state that it is to be held "to consider the conduct of a Member". In the event of it being voted at the meeting by a majority of two-thirds of the Ordinary Members present and voting (the votes being taken by secret ballot) that the Member in question be removed from the Club, the annual subscription paid by such Member for that year shall be refunded pro-rata and the person shall cease to be a member of the Club.

19. Address of Members

The address, or any change of address, of each Member must be provided to the Honorary Secretary, and all notices sent to such address by ordinary prepaid letter post shall be deemed to have been duly delivered to such Member.

A Member may elect to receive communications by e-mail from the Club by providing, in writing, an e-mail address to the Honorary Secretary. All notices sent by e-mail to Members registered e-mail addresses shall be deemed to have been duly received by such Members.

20. Leave of Absence

a) The Management Committee shall have power to grant temporary leave of absence to Members. For any agreed period of leave of absence Members shall not be liable for payment of annual subscriptions GolfIreland levies or golfer's insurance.

b) Any Member wishing to avail of this Clause 20 should give notice to the Honorary Secretary before the commencement of such period stating the reason for doing so.

c) A Member whose membership is suspended in accordance with sub-paragraph (a) above will not have the right to attend or vote at General Meetings of the Club, or of the Men's or Ladies' Sections, as appropriate, during the period of suspension.

d) Any Member on leave of absence under this Rule shall, on giving reasonable notice to the Honorary Secretary, be entitled to resume membership in the same category subject to there being a vacancy in that category. On resumption of membership the Member will be liable for payment of all levies which may have been imposed during the period of absence.

e) Any Member wishing to resign membership of the Club shall inform the Honorary Secretary accordingly in writing prior to 1 January, in default of which the subscription for the year commencing at that date shall be payable.

21. Complaints

Any complaint must be submitted in writing to the Honorary Secretary who, if unable to satisfy the complainant, shall submit it to the Management Committee whose decision shall be final.

22. Rules of Golf

The rules of golf as they are from time to time determined by the Royal and Ancient Golf Club, St. Andrews, shall, as far as applicable, be the rules of golf for this Club.

23. Income and Property/Winding-Up

The income and property of the Club shall be applied solely towards the promotion of its main Objects as set forth in this Constitution. No portion of the Club's income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to the Ordinary or any other 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 in respect of such office. However, nothing shall prevent any payment in good faith by the Club of:

a) reasonable and proper remuneration to any Member or Officer of the Club for any services rendered to the Club (other than as an Officer).

b) reasonable and proper remuneration to any company of which a Member or Officer of the Club is a director or shareholder, for any services rendered to the Club.

c) interest at a rate not exceeding 5% per annum on money lent by any Member or Officer of the Club to the Club.

d) reasonable and proper rent for premises demised and let by any Member or Officer of the Club to the Club.

e) reasonable and proper out-of-pocket expenses, duly vouched, incurred by any Officer in connection with their attendance to any matter affecting the Club.

f) fees, remuneration or other benefit in money or money's worth to any company of which an Officer may be a member holding no more than one hundredth part of the issued capital of such company.

If upon the winding up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the Ordinary or any other Members of the Club. Instead, such property shall be given or transferred to some other institution or institutions having main objects like the main objects of the Club.

The institution or institutions to which the property is to be given or transferred shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Club by virtue of Clause 23 hereof. Ordinary 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.

24. Alteration of Constitution and Rules

No clause of this Constitution shall be repealed or altered, and no new clause shall be made unless the proposal for the repeal or alteration of such clause or for making a new clause shall be carried by a two-thirds majority of those Ordinary Members present and voting at a General Meeting convened in accordance with Clause 9 or Clause 10 of this Constitution.

No addition, alteration or amendment shall be made to or in the provision of the main Objects, Income and Property/Winding-Up Clauses (Clause 2 and Clause 23) in this Constitution for the time being in force unless same shall have been previously approved in writing by the Revenue Commissioners. No addition, alteration or amendment shall be proposed to any Clause in this Constitution which would conflict with the Constitution of the GolfIreland.

The Management Committee's interpretation of this Constitution and all regulations made by the Management Committee shall be binding on every Member until set aside by a General Meeting.

The Management Committee may add to or delete from this Constitution for the purpose of complying with an Act of the Oireachtas or a byelaw of the Local Authority but (except for the purpose aforesaid) no clause of this Constitution shall be repealed or altered, or new clauses made, except by resolution carried by at least two-thirds of the Ordinary Members present and voting at a General Meeting of the Club.

25. Notices

The sending in adequate time by ordinary prepaid post, or by e-mail, of any paper or document to the last recorded postal or email address, of each Member shall be sufficient compliance with any requirements as to notice in this Constitution or in any byelaws or regulations, and a written certificate by the Honorary Secretary or the Secretary of the Men's or Ladies' Sections, as appropriate, shall be accepted as proof of the date of posting or e-mailing.

26. Force Majeure

In the event of a circumstance of “Force Majeure” which is defined as any circumstance beyond the control of the club including but not limited to any Act of God, Fire, Flood, adverse weather conditions, disease, explosion, act of terrorism, blockade, industrial or trade dispute, Government action or inaction, the club shall be relieved from the performance of its obligations under this constitution if and to the extent that performance of such obligations is delayed, hindered or prevented by such circumstances constituting Force Majeure. The club shall nevertheless use its reasonable endeavours to perform its obligations as soon as practicable.