BDGA Constitution

Last updated - 24.6.16

ARTICLE I - PURPOSES

The Association is a non-profit organisation established and organised by the members, for the members, exclusively for educational purposes and to foster local, regional and national sports competition, including, but not limited to, such purposes as:

1. To serve as the national governing body of Disc Golf, with responsibility for sanctioning local, regional and national championship events, making available the Official Rules of Disc Golf, ensuring the observance of official standards for and recording of national records;

2. To encourage and protect the spirit of flying disc play;

3. To promote awareness and acceptance of Disc Golf as a sport;

4. To encourage the growth of Disc Golf as a sport in the British Isles;

5. To provide a forum for discussion of all aspects of Disc Golf among the affiliated members; and

6. Consistent with the above principles, to transact any and all other lawful business or businesses for which an Association may be established.

ARTICLE II - STRUCTURE

1. The Board of Directors. The Executive Officers together make up the Board of Directors whose collective job is to run the Association according to the rules and regulations laid down in this Constitution. The Board of Directors may co-opt members of the Association to the Board as Non-Executive Officers when it sees fit. See ARTICLE IV

2. Officers. The activities of the Association will be performed by officers who are Full Members of the Association. Certain of these officers are termed Executive Officers of the Association and have particular duties to perform as detailed elsewhere in this document. All other officers of the Association are therefore Non-Executive Officers. See ARTICLES III & V

3. The Council. The collection of all members of the Association is termed the Council and includes, by definition, all officers of the Association.

4. Meetings. There are in general two types of meetings which must necessarily take place for the proper working of the Association: Board Meetings which need only involve those on the Board of Directors; and General Meetings which are open to all members of the Association.

ARTICLE III - MEMBERSHIP

1. Qualifications for Membership. There shall exist the following classes of membership:

1.1 Full (also known as ‘Touring’): Individuals who meet all of the following criteria, receive approval of the Board of Directors:

(a) must complete the appropriate application form;

(b) must pay dues as established by the Association’s Board of Directors.

Full Members have the right to vote on any motion.

1.2 Associate: Individuals who meet all of the following criteria, receive approval of the Board of Directors:

(a) must complete the appropriate application form;

(b) must pay dues as established by the Association’s Board of Directors.

Associate Members do not have voting rights.

2. Vote. Each Full Member shall have one vote in matters requiring a vote of the membership including any resolution to dissolve the Association. Associate Members shall have no voting rights.

3. Annual Meetings. There must be at least one General Meeting each year and one of these meetings will be termed the Annual General Meeting (AGM). The AGM shall be held each calendar year at a place and time to be fixed by the Board of Directors.

The purpose of the AGM shall be to:

(a) approve the officers of the Association, holding an election if not already done so online (see Section 4);

(b) review and approve the previous year’s financial statements and actions arising;

(c) approve the Association’s annual budget as published by the Treasurer;

(d) authorise the basic strategic directions and policies proposed by members of the Board;

(e) authorise projects and programmes proposed by members of the Association;

(f) serve as a forum for discussion of general Disc Golf issues; and

(g) to take such other action as may properly come before the AGM.

The Secretary of the Association shall cause to publish in a public forum notice of the time and place of the annual meeting not less than six (6) weeks prior to the date of such scheduled meeting. Members must submit all motions for consideration at the annual meeting to the Board of Directors not less than four (4) weeks prior to the date of such scheduled meeting, and the Board shall publish to all members a meeting agenda, along with copies of all motions, reports and other relevant material for consideration at the AGM, not less than two (2) weeks prior to the date of such scheduled meeting.

4. General Meetings and Actions Taken Without a Meeting. General Meetings may be called by the Board of Directors. The Secretary of the Association shall publish, in appropriate online forums, the time, place and purpose of such meeting not less than four (4) weeks prior thereto. The Board shall call a General Meeting upon the written demand of twenty-five percent (25%) of the Full Members.

Whenever members of the Association are required or permitted to take any action by vote, such action may be undertaken without a meeting using an appropriate online service. In such circumstances, the Secretary of the Association shall publish purpose of said vote not less than four (4) weeks prior to the closing of polls.

5. Quorum. So long as any meeting of the Association has been duly called as provided herein, the presence, in person, by telephone conference or by proxy, of not fewer than seven (7) Full Members of the Association shall constitute a quorum and shall be necessary for the transaction of any business. The consent of a majority of the members present and voting shall be required for passage of any measure before the meeting.

If within thirty minutes from the time appointed for the start of the meeting a quorum is not present, the meeting shall stand adjourned until such day and time as the Chairman of the meeting may propose.

For the purposes of online votes, a quorum will be said to be established if no fewer than 25 Full Members have voted. The consent of a majority of such voters shall be required for the passage of any measure.

6. Proxies. Each member of the Association entitled to vote at a meeting or in an action taken without a meeting may authorise a person or persons to vote on behalf of such member by proxy. A proxy shall be in writing, signed by an Association member and revocable at the pleasure of the member executing it. Such proxy must be delivered to the Secretary of the Association prior to the meeting or action and shall be valid only for the meeting or action named therein.

7. Membership Dues. The annual dues of members shall be determined by a vote at, or following, the AGM and in advance of the next calendar year. The Board may in its discretion offer memberships on an other than annual basis, and shall determine appropriate sanctioning fees for national championship tournaments and other tournaments sanctioned or approved by the Association.

8. Hold Harmless. Each member, as a condition of its membership, agrees to hold the Association and its directors, officers, co-ordinators, agents and consultants harmless from claims of any kind, nature or description arising out of the member’s participation in or observance of any game, tournament or event sponsored or sanctioned by the Association.

9. Remote Meetings. Members of the Association may hold or participate in a meeting by means of conference telephone or similar communications equipment (for example online video conference calls) provided that all such persons so participating in such meeting can hear each other at the same time.

ARTICLE IV - BOARD OF DIRECTORS

1. Management of the Association. The Association shall be managed by the Board of Directors which shall consist of not less than five (5) Executive Officers. The Board shall consist of the National Director, the Treasurer, the Director of Communications, the Director of Competitions and the Secretary, as elected, along with such at-large Executive Officers as the Association shall determine. The Association may also elect one (1) deputy Executive Officer, who shall serve as a full voting member of the Board in the event that any Executive Officer resigns or is removed prior to the end of their stated term.

2. Election and Term of Directors. Members shall elect Executives to hold office for the designated term of office, either at the AGM or before via an online vote. Each Executive Officer shall hold office until the expiration of the term for which he or she was elected and until his or her successor has been elected and shall have qualified, or until his or her prior resignation or removal. Executive Officers shall serve for one year terms.

3. Increase or Decrease in Number of Executive Officers. The number of Executive Officers may be increased or decreased by vote of the Association. No decrease in number of Executive Officers shall shorten the term of any incumbent Executive Officer.

4. Removal and Resignation. Any Executive Officer may be removed by a majority vote of the Association. An Executive Officer may resign at any time by giving written notice to the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board.

5. Annual Meetings. There shall be no fewer than two (2) meetings of the Board annually, at such places (online or physical) and times as agreed by the Board.

6. Special Meetings and Actions Taken Without a Meeting. A special meeting of the Board may be called by the National Director or by the majority of the Board, at such place and time to be agreed by the Board. A vote of the Board taken without a meeting may be called by the National Director or by a majority of the Board.

Whenever members of the Board are required or permitted to take any action by vote, such action may be undertaken without a meeting using an appropriate online service.

7. Quorum. The presence of not less than a majority of the members of the Board shall constitute a quorum and shall be necessary for the transaction of business. The consent of a majority of the full Board, whether present and voting or not, shall be required for passage of any measure before the Board.

8. Committees and Projects. The Board may designate such temporary or standing committees or projects as it shall deem advisable, and such committee or project shall have such powers as may be specified by resolution of the Board.

9. Meetings. Members of the Board or any committee or project designated thereby may hold or participate in a meeting of the Board or such committee or project by means of any communications equipment.

ARTICLE V - OFFICERS

1. Election, Appointment, Term. Except as otherwise provided herein, officers shall be appointed by the Board and shall serve for the designated term. All officers may be re-appointed or re-elected to succeeding terms without limitation.

2. Removal, Resignation, Salary, Term. Any officer appointed by the Board may be removed by the Board with or without cause. In the event of the death, resignation or removal of an officer, the Board in its discretion may appoint a successor to fill the unexpired term. Any two or more offices may be held by the same person, except the offices of National Director and Secretary. The compensation, if any, of all officers shall be fixed by the AGM. Except where stated differently herein, the term of office shall normally be one year.

3. National Director. The National Director shall be elected for a term of one year. The National Director shall preside at all meetings of the Association and of the Board. The National Director shall be the chief executive officer of the Association. The Board of Directors may authorise the National Director to enter into or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

4. Treasurer. The Treasurer shall be elected for a term of one year. The Treasurer shall act as the treasurer and financial controller of the Association. The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit all such funds in the name of the Association in such bank or trust company as the Board of Directors may elect. He or she shall keep an account of all monies received and expended for use of the Association, and shall sign all cheques, drafts, notes and orders for the payment of money authorised by the Board of Directors. The Treasurer shall also negotiate all loans and/or other financial transactions on behalf of the Association at the direction of the Board. The Board may, in its sole discretion, authorise the Treasurer to make such payments as may be customary and normal in the ordinary course of business; all extraordinary disbursements must be approved by the Board. At each AGM, the Treasurer shall publish the full accounts for inspection by the Association and the Board of Directors, shall be responsible for the filing of all tax returns (if any) as may be required from time to time and shall prepare a report to the membership to be published in the newsletter each year.

The Treasurer will, as and when requested and voted for by the Members, submit the accounts for auditing.

5. Director of Communications. The Director of Communications shall be elected for a term of one year. The Director of Communications shall oversee the public relations activities including press releases and other notices. He or she shall work with all committees and projects on aspects of communications and publications and help Non-Executive Officers in achieving their goals. The Director of Communications shall assist in the preparation of all official reports and information for the membership to be published in the newsletter.

6. Secretary. The Secretary shall be elected for a term of one year. The Secretary shall have the duty to see that all notices are duly given in accordance with the provisions of this Constitution or as required by law and shall keep the minutes of the meetings of the Board of Directors and the Council. Minutes following any decisions made by the Board, and of any responses to Members’ requests, will be compiled and released to the Association. The Secretary shall have the duty to see that all membership applications are processed and that an up-to-date list or database of members in good standing shall be maintained. He or she shall also be responsible for the processing of all requests for help and information directed to the Association. The Secretary shall prepare, under the direction of the Board of Directors, periodic reports as may be required under the law.

7. Director of Competitions The Director of Competitions shall be elected for a term of one year. The Director of Competitions shall oversee all competitions under the Association’s banner. This will include arranging and planning the BDGA Tour and national competitions, guiding strategy in Tour structure with respect to divisions, number of events, event standards and any other matters connected. The Director of Competitions shall prepare a report on the year’s competitions for presentation to the Association at each AGM.

8. Other Officers. The Board shall appoint such other Non-Executive officers as may be necessary to conduct the business of the Association. In addition, the Board may designate special consultants or agents at any time. Compensation, if any, for all such officers, consultants and agents shall be fixed by the Board, so long as such officers, consultants or agents are not Board members or affiliated with Board members.

ARTICLE VI - INDEMNIFICATION

Any person who shall at any time serve, or have served, as a director or officer of the Association, of any other enterprise at the request of the Association, and the heirs, executors, and administrators of such person, shall be indemnified by the Association against all costs and expenses reasonably incurred in the defence of, or paid in the settlement of, any claim, action, suit or proceeding. The Association may in its discretion, but shall not be required to, advance to any such person expenses reasonably incurred in connection with such claim, action, suit or proceeding, and may indemnify and advance expenses to an employee or agent of the Association to the same extent as to an officer. The foregoing indemnification shall not be exclusive of any other rights to which those indemnified may be entitled to under any agreement, vote of members, or otherwise.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Association shall commence on January 1 of each year and end on December 31.

ARTICLE VIII - THE NEWSLETTER

The Association shall publish, not less than three (3) times annually, a newsletter which shall serve as the primary vehicle for the dissemination of information to the members. The newsletter shall be distributed to all Members as a benefit of membership in the Association.

The newsletter shall be required to publish minutes of all General meetings and reserve sections for groups, committees and projects as agreed by the AGM. The newsletter shall be required to publish a financial report from the Treasurer not less than once annually.

ARTICLE IX - AMENDMENTS

This Constitution may be amended, repealed or altered in whole or in part by a majority vote of the AGM. Proposed amendments to the Constitution may be submitted to the Board by any member at any time at least four (4) weeks prior to the next scheduled AGM. Documents which further clarify items contained in this Constitution may be passed by a majority vote of the AGM.

Operating Practice and Procedure (OPP) documents (for example the Conflict of Interest Policy)  may be used to act as supplements to the Constitution, defining the fine details which more fully explain the rules, regulations, policies and workings of the Association. All such OPP’s and the Constitution itself should be viewed as evolutionary – changing to reflect the way Disc Golf is organised and played in Great Britain.

ARTICLE X - DISPUTE RESOLUTION

The Board shall have the authority to adjudicate disputes between members, subject to subsequent approval of the Council. Such disputes may include, but shall not be limited to, disputes regarding eligibility for membership, eligibility for individuals to participate in national championship events. Other disputes shall include rulings with regard to national records and rulings with regard to disciplinary issues concerning tournaments or events sanctioned by the Association. The Council shall establish policies for the on-site adjudication of disputes at tournaments or other events sanctioned by the Association. In addition, the Board may, in its discretion, appoint one or more ad hoc committees to investigate the relevant issues and make appropriate recommendations to the Board.