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Rules for The Trojans Club Limited / Trojans Sports Club Members

These rules are consistent with The Trojans Club Limited Articles of Association


Management of the Club 

The overall management of the Club will be the responsibility of the Board of Directors (herein called "The Board").


The Board has the power to appoint and disband committees, project boards or work groups as deemed necessary or advised for the efficient running of the Company and the Club.


Vitally the day-to-day management of each sport is undertaken by a section committee, elected by the members of that section, which collaborates with and reports to the Board.


Composition of the Board  

The number of directors shall be not less than five and no more than 9. Ideally there will be a minimum of one director from each sporting section and no more than 3 from any particular one 

 

  • President

  • Vice Chair

  • Finance Director

  • Other Elected Directors

  • NEDs (Board appointed)

 

Appointment, Dismissal, Nomination and Election of Directors 

Any voting (company) member may be proposed to be a Director of The Trojans Club Ltd. The proposer must have a voting member seconder. The proposer must also assure themselves of the candidate's consent to serve and will give notice in writing to the Board at least 21 days before the Annual General Meeting. (AGM)

 

Only voting members present (in person or virtually) at the AGM or those who have registered a proxy vote, may vote for a proposed director. Voting members will be given a voting card on entry to the AGM to ensure that only voting members cast a vote (or a proxy vote).


The candidates up to the number of vacancies who receive most votes will be elected, and in the case of two or more candidates receiving an equal number of votes the Chairman of the Meeting will have a second or casting vote.


The initial term of a director will be for up to three years with a maximum of three consecutive terms. (9 years in total) As time passes Directors will stand down and be replaced. Ideally this will be in rotation to ensure continuity. The Board will organise a director retirement rota.


Directors reaching the end of their term can put themselves forward for re-election subject to the 3 terms/9 years maximum rule.


Directors not requiring re-election for a new term of office (e.g., mid-term) should seek a vote of continued confidence at the AGM.


At each AGM the members will vote one of the Directors as President and one as Finance Director. As per the Articles 24.1 26.1


The President will appoint one Director as Vice Chairman post the AGM.


The Board has the power to appoint a director to fill any casual vacancy (not as President or Finance Director see article 28.1) on the Board until the next Annual General Meeting. Any Director so appointed shall retire at the next Annual General Meeting but will be eligible for election as a Director at such a meeting.


The President will keep a register of interest in becoming a director and will work with the nominations committee to ensure casual vacancies occurring can be filled as necessary between AGMs


The Board is able to propose the removal of a Director at the AGM.


The Directors may, from time to time, appoint/ co-opt (without going through a member led election process) Non-Executive Directors to the Board. It is possible that they will be non-members of the Trojans Club Limited. There shall be a maximum of 4 non-executive (non-elected) Directors and no more than there are Member Directors. They can serve a term of up to three years. (No more than 2 terms)


The Role of a Trojans Director

A Trojans’ Director is responsible, (while acting in accordance with company law and the company’s constitution), for the successful development and implementation of the Trojans Club Ltd business plan. They must deliver best value to company and club members, employees, sponsors, suppliers and visitors. The local community is also a target audience.

 

A Trojans’ Director should be someone who is willing and able to act in the best interests of, and for the long-term success of the Trojans Club Limited (the whole club with no bias towards any one section).

 

Directors must act impartially, executing their duty fairly in regards to all members and not just promote the interests of a particular section.

 

Directors must operate in a way that demonstrates that they know and accept that they are legally responsible for the day to day running of the whole Trojans Club Limited. (Which includes all of the sections)

 

Set Committees

Committees are required to ensure the smooth running of a number of different facets of the club. They will also ensure appropriate collaboration in and coordination of cross organisational matters. Each committee should have clear terms of reference and remit


Section(s)

Section committees are elected by their participating club members and exist to make sure that the specific sport offered by the Club is able to flourish. They are the principal interface with the relevant sporting bodies and ensure adherence to their rules and regulations. On behalf of participating members, they agree with the Board a 5-year rolling plan for their sport (via the Finance and Planning Committee). This plan will set out what participating members can expect to be provided by the section (in conjunction with the wider club) and what is expected from those members in return. They have significant autonomy in order to fulfill their purpose but must work within the Articles and Rules of the Trojans Club Ltd and ensure all information requirements are met. They should have a representative (preferably the Chair) who attends Board meetings to ensure a one club approach


Finance and Planning

The Board will create a Finance and Planning Committee/Working Group. This group will consist of at least one Board member (Ideally the Finance Director) as Chair, a representative from each section and the Club's General Manager.


They will agree and propose for adoption to the Board each year a collective 5-year plan for the Club and its sections. The plan will consider income (including membership) membership mix, participation fees, who funds what, best use and improvement of facilities, volunteer base and core propositions. The proposed plan for approval will include suggested investments, the required delegations for non-recurring spend and suggested change control measures. It will monitor in year performance against plan and report to the Board


Governance

The Board will create a Governance Committee/Working Group. This group will consist of at least one Board Member as Chairman, and ideally the General Manager and Company Secretary.


They will be responsible for providing assurance to the board of directors about the efficacy and adherence to the following policies:

  • Membership

  • Safeguarding

  • Health & Safety

  • Risk management


While the Club will be responsible for establishing “top level” health, safety, welfare and child protection policies. Each section will be responsible for translating these requirements into their own section policies, consistent with the hazards and risks involved. Specific guidelines from the respective national sports bodies will need to be included in the section policies.

 

House/social

A Board member will chair a House committee/working group which includes the General Manager. This group will seek ways to improve the club’s marketing, intra club communications and social activities. It will also oversee plans to use or hire clubhouse facilities ensuring they are in keeping with the agreed operating principles


Grounds

A Board member will chair a grounds committee/ working group which includes the General Manager. This group will oversee any reconfiguration or change in use of the Grounds in accordance with the long - term plan and with board agreement. It will also priortise works to be carried out by grounds staff

 

Youth

A youth committee/working group may be formed of up to 8 members (youth or coaches), to ensure that this important part of the Club has input into the day to day running and future planning of the Club.

A Board member will be asked to chair this group which will recommend actions to the Board


Nominations

The President will appoint as required a committee of directors and ideally the Company Secretary to prepare suitability assessments of prospective director candidates for the AGM and the Board. This will include the sourcing of a self-declaration against fit and proper tests


Admissions and Member Conduct

If required the Board will convene a committee of directors to review matters of conduct or hear appeals in regard to refusing admission to membership or disciplinary action. Matters of misconduct (in relation to the club wide code of conduct) and the intended actions to investigate and deal with them; must be brought to the Boards attention so it can decide whether a club wide committee needs to be convened


Board Powers

General 

The Board will from time to time make, repeal and amend all such bylaws and regulations as it   thinks expedient for the internal management and well-being of the Company/Club . All bylaws and regulations made by the Board under this rule will be binding on all club members until repealed, in General Meeting. The Board will have the right to waive the subscription of any Company/Club member for any reason it thinks just. The Board will have power to appoint, pay and dismiss employees of the Company/Club.

 

Financial

Sections are able to collect subscriptions on behalf of the club and other monies (such as participation fees) for the purposes of meeting their specific running costs and to invest back into their sport. What is paid for by the rest of the club in regard to specific sport provision will be determined by agreement through the business planning process as will any contributions required by the sections to enhance shared infrastructure vital to all sports. Significant investment project decisions (£5k +) must be agreed by the board on behalf of all members and may be required to be taken at a general meeting


The Finance Director will, in discussion with the individual sports treasurers, put in place a financial reporting methodology (currently quarterly) which allows full transparency of any financial transactions including details of any bank accounts


In extreme circumstances the directors of the company Trojans Club Limited will have access to all club monies. Any request for access will be through a process of consultation but will happen without delay once requested in writing

 

Borrowing 

Only the Company may borrow money.


Voting members have to agree to any borrowing by the directors of over £50000.


If at any time the Club in General Meeting  passes a resolution authorising the Directors to borrow money above £50,000, the Directors shall thereupon be empowered to borrow for the purposes of the Club 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 Directors shall make all such dispositions of the Club property or any part thereof and enter into such agreements in relation thereto as they may deem proper for giving security for such loans and interest. All members of the Club whether voting in such resolution or not, and all persons becoming members of the Club after passing of such resolution, shall be deemed to have assented to the same as if they had voted in favour of such resolution.


Bank Accounts

Sections may have their own bank accounts. Declarations made to open/retain bank accounts; signatories and or change of signatories are to be notified to the Finance Director in advance. The Company/Club will hold a central record of all bank accounts and the current position of section accounts are to be made available to the Finance Director on request


Disputes

Any dispute (sports section or individual) which cannot be resolved formally or informally between the various parties may be brought before the Board of Directors which will ensure a fair and non-conflicted review of the process and outcome. If needed The President will be final arbiter unless personally conflicted by earlier involvement, in which case that role will be passed to the vice chair or another non conflicted director.


Board Meetings

The Board of Directors shall meet a minimum of 4 times per year.

Standard Agenda items will be

  • Register of attendance

  • Declarations of interest

  • Approval of minutes

  • Performance /Quarterly Management accounts (including sections)

  • Assurance

  • Issues requiring Board decision

  • Approval of subscriptions fees and hire charges (at least annually)

  • Approval of annual budgets and rolling 5-year plan (at least annually)

  • Approval of Company Accounts (annually)

  • Approval of Board report to Members (annually)

 

Board Quorum 

A quorum of the Board will be 3 directors.

 

Membership

Subscriptions, Fees & Charges 

The classes of club membership, the rights and privileges of sports club members will be decided upon from time to time by the Board In consultation with the sports sections.


You must be a member of the club to have any privileged access rights to its premises or grounds.


Subscriptions, fees, and hire charges will also be determined by the Board in consultation with the sports sections.

 

Club and section specific fees may be collected by the individual sports sections following the policy and procedure agreed with the Finance Director. If club subscriptions, fees and charges are collected by a section; the relevant funds and a record of payment details should be submitted to the Club within 30 days of receipt or by the end of the following month whichever is sooner.

 

Admission and Procedures 

 The admission to all classes of club membership will be as set out in the Club Policies and Procedures trojans.org.uk

All members must submit a minimum of the following information:

-Adults:

Name, Address, Phone number, e-mail, next of kin, agreement to £1 guarantee (new adult members)

-Juniors:

Name, address, e-mail, name of Guardian or Parent

All Juniors must have the written permission of a Parent or Guardian.

 

The process of becoming a member is set out on the club website trojans.org.uk


Annual Subscriptions

All annual club subscriptions (except the first subscription of a new member) will be due/payable from the first day of September in each year save members who play cricket only who will have the option of renewing their membership in full from the 1st May. If any member fails to pay their annual subscription (or first instalment) by the last day of September (or the last day of May in respect of full cricket only members) their name should without further notice be erased from the central club membership record and where relevant; the Company Member Register after three months. This person immediately loses playing, voting, access and any insurance rights at the Club. If direct debit or other similar instalment payment mechanisms are available these will be managed under the rules set out at that time.


Temporary Membership

Temporary membership (e.g., for prospective new joiners) may be offered for terms of up to one month in return for a standardised payment to be determined by the Board.


Life Membership

Life Membership of the club can be offered by the Board under certain conditions and will avoid the need to pay an annual club membership subscription. It can be agreed at any time of the year.


Member guarantee

Adults (18+) other than associates cannot be a member of the club unless they guarantee to pay a limited liability of £1 in the event that the company becomes insolvent.


Resignation

Any member may resign their Company and/or Club membership by giving notice in writing to a Director or their Sports Section committee. Every such notice will unless otherwise expressed be deemed to take effect within 7 days following the receipt thereof. There should be no assumed refunds, although discretion can be applied on an individual basis.

 

Ceasing to be a member

Anyone shall upon ceasing to be a member of the Club forfeit all rights to any claim upon the Club and its amenities, property and funds.

 

Membership Structure 

Life Member

Adult Playing member

Adult Non Playing Member (Social)

Junior

Associate

(eg Parent)

Pay one off club subscription*

Pay annual sub + section fees

Pay annual sub

Pay annual sub + section fees

Pay annual sub

Agree £1 Guarantee

Agree £1 Guarantee

Agree £1 Guarantee

No guarantee

No guarantee

Voting

Voting

Voting

Non-Voting

Non-Voting

*some Life Members pay section fees as well

Different rates of subscription can be set by the board in order to recognise ability to pay

 

Membership Voting Rights

In these rules, members qualified to vote are members aged 18 or over who are members of the The Trojans Club Ltd as per the Articles (Those who have agreed to the limited liability guarantee of £1).


In effect this is all adult members notified to the central record who are participating, social and life members. The central record will be used to determine voting rights at a general meeting.


Junior members of the club reaching the age of 18 in a membership year, will become voting (adult) members at their next renewal; they will also be required to agree to the limited liability guarantee at that point.


Members not to make a Profit out of the Club 

No member will except for services rendered at the request of the Board, on any pretence or in any manner receive any profit, salary or emoluments from the funds or transactions of the Club. No member shall give the address of the Club in any advertisement, or use the Club address for business purposes.

 

Role of Vice Presidents (VPs)

This an honorary position which will from the point of incorporation be awarded to such members who agree to be ambassadors for and or active friends of the Club. How this role may be fulfilled is to be defined by existing Vice Presidents. Member nominations for the role of VP can be approved by the Board at any time provided the person being nominated also meets criteria set out by the Board in agreement with existing Vice Presidents. New Vice -Presidents (post incorporation) will be required to remain members of the Club if they are to continue to hold that title  


Annual General Meeting 

The Annual General Meeting of the Club will be held each calendar year upon a date and at a time to be fixed by the Directors.

 

Notice of Business 

Any member qualified to vote and wanting to move any resolution at the Annual General Meeting or any other type of General Meeting will give notice thereof in writing to the Company Secretary or a named Director not less than 10 days before the date of such meeting.

 

Conduct of Business

A Register on entry will verify membership and issue a voting card to those entitled to vote

 

General Meetings 

Members may at any time for any special purpose call a General Meeting, and they can do so immediately upon the requisition in writing of any 15 voting members stating the purpose for which the Meeting is required.


Special General Meetings

Directors may at any time for any purpose call a Special General Meeting

 

Convening Meetings (Annual General, General, Special General)

Fourteen days at least before scheduled , a notice of such meetings and the business to be conducted thereat will be posted in the Club House and a copy thereof will be sent (by post, by email or by other electronic means in the absolute discretion of the named Secretary) to every adult member at such address as they have given to the Club, and no business other than that of which notice has been so given or given under other rules will be brought forward at such Meeting, provided that the accidental omission to give such notice shall not invalidate the proceedings at that meeting. The statement of accounts will be placed on the Club notice board at least 14 days before the Annual General Meeting.


Non-voting members may attend such meetings.


Financial Year 

The financial year of the Club will end on the 31st day of August in each year to which day the accounts of the Club will be prepared by external accountants.

 

Audit of Accounts

The accounts will, as soon as practicable after the end of the financial year, be reviewed by an independent examiner, who is not a member of the Board, and who shall be appointed at each Annual General meeting. A vacancy occurring in the office of independent examiner during the year will be filled by the Board.


Opening of Club Premises 

All Club premises will be open to members on such days and between such hours as the Board determines having consulted the sections The Board is empowered to close the Club House for such times and on such days as they deem necessary. The permitted hours for sale and consumption of intoxicating liquor in the Club House will be as set out in the Club Regulations, which can be found on the Club website trojans.org.uk


The sale of intoxicating liquor with meals after the permitted hours will be permissible when a late night supper licence is in effect,  within the hours permitted by such certificate. The Board shall have the power to keep the bar open for such hours within the permitted hours as they think fit.

 

License Arrangements

Specific bar licensing regulations will be decided by the Board, but will always support the objectives of the 2003 Licensing Act. This will include the prevention of crime, disorder and public nuisance; maintaining health and public safety requirements and the protection of children

 

Gambling Prohibited 

The Club premises will not be used for gambling (with the exception of such fruit machines as are allowed by law) or for the playing of unlawful games. The Board will have the power to prohibit any games which in their opinion are unlawful games or the playing of which would be injurious to the interests of the Club.

 

Lettings and use of Grounds and Clubhouse

The Club will be responsible for all lettings of the clubhouse and grounds to outside organisations. A section may enter into such agreements with 3rd parties, but such arrangements and the collection/administration of fees will be subject to prior board approval and must be notified to the office

 

Insurance

The Club will be responsible for ensuring that Club’s property is properly insured. The Club will also be responsible for insurance for any employees of the Trojans Club Limited and public liability insurance for general use of the clubhouse and grounds. The playing sections will ensure adequate insurance for other potential liabilities as advised by their national sporting bodies. In addition sections should ensure insurance coverage for any section specific events involving non club members which is outside of The Trojans Club Limited public liability cover.


To avoid the risks of failing to insure or paying for double coverage the board and sections should nominate individuals who are responsible for insurance and to coordinate cover

The Trojans Club Limited​

​VAT number: 310 135 664

Company Number: 11517194

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