Club Constitution

The Wine Society Dining Club

Founded 24th May 1950 Constitution & Rules Revised edition 2000

Constitution & Rules

1. The name of the Club shall be 'The Wine Society Dining Club'.

2. The objects of the Club shall be to promote the knowledge and enjoyment of wine among members of The International Exhibition Co operative Wine Society Limited ('The Society'), including by providing the opportunity for members of the Club and their guests to taste and discuss wines at dinners, tastings and other events.

3. Only members of The Society shall be eligible for membership. In addition, the Committee (as defined in Rule 10) may elect as honorary members any persons, whether or not members of The Society, whose election is, in the opinion of the Committee, of benefit to the Club. The number of honorary members shall not exceed ten at any one time. The election of honorary members shall be reported to the following Annual General Meeting.

4. Admission of members shall be by election by the Committee. Every candidate for admission as a member shall be proposed by a member in writing. A candidate shall be elected if a majority of the members of the Committee present and voting upon his candidature vote for his election. In the event of an equality of votes upon such candidature, the member of the Committee nominated by the Committee of Management of The Society under Rule 10 shall have a second or casting vote.

5. Upon the election of a member, notice thereof shall be given to him and he shall be furnished with a copy of the Club Rules and a request to remit to the Treasurer of the Club the amount of his entrance fee and first annual subscription. Upon payment of the entrance fee and first annual subscription, he shall become a member of the Club and entitled to all the benefits and privileges of membership and shall be bound by these Rules. Notwithstanding the above, if a member is elected during the period beginning on 1st January and ending on 24th March in any calendar year, he shall not be obliged to pay an annual subscription in respect of the subscription year ending on such 24th March but shall pay his first annual subscription on the 25th March of that year in respect of the subscription year commencing on such 25th March.

6. The annual subscription shall be such a sum as the Committee may from time to time determine. Except as provided by Rule 5, all annual subscriptions shall be payable on the 25 March in each year in respect of the subscription year beginning on such date and ending on the next following 24th March and shall be paid to the Treasurer of the Club. New members will pay an entrance fee of such a sum as the Committee may from time to time determine.

7. If any member shall fail to pay his annual subscription on or before the 1st June next after it has become due, notice shall be sent to him calling his attention thereto and, if he does not pay the amount within six weeks of the date of the notice, he shall, if the Committee so determine, cease to be a member of the Club.

8. It shall be the duty of the Committee, if at any time they shall be of the opinion that the interests of the Club so require, by letter to invite any member to withdraw from the Club within a time specified in such letter and, in default of such withdrawal, to submit the question of his expulsion to a special General Meeting, to be held within three months after the date of such letter, or to the next Annual General Meeting. At such meeting, the member whose expulsion is under consideration shall be allowed to offer an explanation of his conduct verbally or in writing. If two thirds of the members present shall vote for his expulsion, he shall thereupon cease to be a member of the Club provided that the voting at any such meeting shall be by ballot if not less than five members present thereat shall so demand.

9. Any person shall, upon ceasing to be a member of the Club, forfeit all right to, and claim upon, the Club, its property and funds.

10. The management of the Club, except as otherwise provided by these Rules, shall be deputed to a committee (the "Committee") of not more than six ordinary members who shall be elected at the Annual General Meeting, In addition thereto, the Patron, if any, President, any one or more Vice Presidents, Chairman, Treasurer and Secretary shall be ex-officio members of the Committee, and the Committee of Management of The Society shall be entitled to nominate a person to be a member of the Committee. The quorum at all meetings of the Committee shall be four.

11. (1) At each Annual General Meeting there shall be a minimum of two vacancies on the Committee to be filled by ordinary members. When vacancies do not reach the minimum of two, the required vacancy or vacancies must be created by the retirement of those one or two ordinary members of the Committee who have served for the longest consecutive period. If several members have served the same length of time, the retiring member or members, unless they otherwise agree amongst themselves, shall be determined by lot. Retiring or resigning ordinary members shall not be eligible for re-lection for the next Committee year.

(2) If fewer than two candidates are proposed, some or all of those Committee members who would have resigned to create vacancies, may be asked by the Committee to remain for not more than one further year to maintain the complement of ordinary members. Failing this, the Committee may co-opt as they think fit to maintain this number. Any member so appointed shall retire at the next Annual General Meeting, but shall be eligible for election to the Committee at that meeting.

(3) To fill vacancies, any two members of the Club may propose any candidate or candidates by notice in writing, signed by both such members and endorsed by such candidate or candidates with his or their signed consent to serve, delivered to the Secretary or as he shall direct, not less than 14 days before the Annual General Meeting.

(4) Every member of the Club present at the Annual General Meeting shall be entitled to vote for as many candidates as there are vacancies, and no more. The candidates, up to the number of vacancies, who receive most votes shall be declared elected. If two or more candidates for one vacancy receive an equal number of votes, the Chairman of the Annual General Meeting shall determine the matter by giving to one or other of such candidates his second or casting vote.

12. (1) The officers of the Club shall be: President one or more Vice-Presidents Chairman Treasurer Secretary

(2) The President shall be the Chairman of The Society or deputy appointed by him. The Vice-Presidents, Chairman, Treasurer and Secretary of the Club shall be elected by the Committee from among the members of the Club.

(3) Vice-Presidents shall be elected for a term of three years and may be re-elected.

(4) The Chairman, Treasurer and Secretary shall hold office for three years and shall each be eligible for a further term of three years. In exceptional circumstances, the Committee may recommend to the Annual General Meeting at not more than three successive such meetings that the term of office of any of the three officers be extended by one additional year. Such recommendations must be sent to the members with the notice of the Annual General Meeting and this recommendation must be approved by the members present at that meeting. The Committee shall then be empowered to re-elect any of the three officers so approved for a further term of one year.

(5) When vacancies occur under Rule 12(4) the election of a new Chairman, Treasurer or Secretary shall be by the new Committee at the first Committee meeting after the Annual General Meeting. However, when vacancies occur at other times, the Committee is empowered to co-opt officers, who will then remain as such until the first Committee meeting after the next Annual General Meeting.

(6) Any officer who retires under Rule 12(4) shall remain in an acting capacity until the election of his successor, but shall not be eligible to vote in the election of any new officers. During the election of a Chairman, the President or any one of the Vice-Presidents shall officiate or, failing any of them, a nominee of the new Committee.

(7) A retiring or resigning officer shall not be eligible for re-election to the Committee as an ordinary member for the next Committee year but shall be eligible to be co-opted to serve on the Committee for a period of one year, and a person thus co-opted shall not be eligible for re-election to the Committee for at least one Committee year after his year of co-option. The Committee may, however, transfer an officer from one office to another provided the total consecutive service in office shall not exceed 12 years.

(8) At its discretion, the Committee may also appoint a member of the Club to serve as Patron. The Patron shall serve as a member of the Committee for such period as the Committee may from time to time decide.

13. The Annual General Meeting of the Club shall be held in the month of May in each year or at the earliest practicable date following that month upon a date and at a time to be fixed by the Committee for the following purposes:

(a) to receive from the Committee, Secretary and Treasurer reports, balance sheet and income and expenditure account for the preceding financial year

(b) to fill vacancies in the Committee;

(c) to decide on any resolution which may be duly submitted to the Meeting as hereinafter provided.

14. Any member desirous of moving any resolution at the Annual General Meeting shall give notice thereof in writing to the Secretary not less than 35 days before the date of such Meeting.

15. The Committee may at any time for any special purpose call a special General Meeting and it shall do so as soon as reasonably practicable upon the requisition in writing of any ten members stating the purposes for which the Meeting is required.

16. Notice of any General Meeting and the business to be transacted thereat shall be despatched to members at least 28 days before the date of the Meeting. The accidental omission to give notice of a Meeting to, or the non-receipt of notice of a Meeting by, any member shall not invalidate the proceedings at that Meeting,

17. At all General Meetings of the Club, the Chairman, and in his absence a member selected by the Committee, shall take the Chair. Every member shall be entitled to one vote on every motion, and in the case of an equality of votes the Chairman shall have a second or casting vote. The Committee shall be empowered, if it thinks fit, to make Rules for enabling members unable to be present to vote by post or by proxy.

18. The quorum at all General Meetings shall be twenty. If such a quorum is not present within half an hour from the time appointed for the Meeting, or if during a Meeting such a quorum ceases to be present, the Meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Committee may determine.

19. Every member shall be allowed to introduce guests at events of the Club subject to such regulations as may be made from time to time by the Committee, and every guest shall be accompanied by the member introducing him.

20. The Committee shall, in conducting the affairs of the Club, at all times have regard to the interests of The Society and shall, if required by the Committee of Management of The Society, consult such Committee of Management upon any questions which, in the opinion of the Committee of Management, affects the interests of The Society.

21. The Committee shall render an annual report of the proceedings of the Club to the Committee of Management of The Society at such a date as will enable the Chairman of The Society to embody any matter relating to the Club in his speech to the Annual General Meeting of The Society. The list of names of members of the Club shall be open to the inspection of the Secretary of The Society and all members of the Committee of Management.

22. The wines served at the meetings of the Club shall be those of The Society or wines bought with the concurrence of The Society's representative on the Committee.

23. 1n these Rules, words of masculine gender include the feminine.

24. The Committee shall have power to appoint, pay and dismiss an Assistant Secretary and an Assistant Treasurer and to secure and pay for such other services as they consider necessary.

25. The property of the Club shall be vested in the Treasurer for the time being and shall be dealt with by him as the Committee may direct.

26. The Club may be dissolved by the consent of three fourths of the members testified by their signature to an instrument of dissolution. Upon the dissolution of the Club, the property remaining, after satisfying the debts and liabilities of the Club, shall be distributed among the members according to their length of membership, in a manner recommended, at its entire discretion, by a body of five persons. One of these shall be an ex-officio member, as defined under Rule 10, to be appointed by the Committee.

Three of these five shall be members of the Club elected at a special General Meeting and the fifth person, who will not be a member of the Committee, shall act as Chairman and shall be a member of, and appointed by, the Committee of Management of The Society.

27. These Rules may be added to, repealed or amended by a resolution passed at any Annual or special General Meeting by at least two-thirds of the members present in person or by proxy and voting on such resolution at such Meeting. The Committee shall be vested with sole authority for the interpretation of these Rules and its decisions, which may be altered from time to time, shall be binding on the members.