Constitution

Dalkey United AFC Club Constitution (effective May 28 2018)

Rational for the Club Constitution:

To facilitate the smooth, proper, & efficient running of the Club by defining the management
structure and procedures by which the Club operates.

To minimize the risk of any serious disputes or conflicts arising amongst the Club members that
might endanger the Club, or hinder it delivering its services to members.

To facilitate the longevity of the Club, maintaining the renewal of energies and focus of the club
management to meet the needs and aspirations of the current club members as both the
membership and Club management change over time.

To affirm the principle of more clearly separating Club operational costs from Club development
costs and affirm the principle that Club operational expenses are budgeted to the best degree and
fully paid on an annual basis without accrual of debt. Club development (capital expenditure,
investment, and long-term debt) costs should be planned and managed separately without
impacting on the regular football activities.

The Club Constitution can be amended or revised over time as the Club evolves to new situations.

This Constitution was approved and amended unanimously by the Club Committee at Committee
meetings on May 10th 2010, November 14th 2012 and Club AGM’s held on November 30th 2016 and
May 28th 2018.

The Constitution holds over all previous documents governing Dalkey United AFC and the Clubs
facilitates and resources.

1. NAME

The Club shall be called Dalkey United AFC (Hereinafter referred to as the Club) and it shall seek
affiliation to and be bound by the rules of the Football Association of Ireland and other football
leagues or competitions in which it may, from time to time, enter one or more teams.

2. MAIN OBJECT

The main object for which the Club is established is to promote the sport of soccer within the
community.

2 a. SUBSIDIARY OBJECTS

The Club is community based with an emphasis on participation encompassing fair play and
participation within the resources of the Club at any point in time.

The Club will seek to develop the abilities of all players to their full potential within the resources of
the Club at any point in time.

The primary object of the Club shall be to arrange football matches and training for each of the
playing members of the Club.

The Club shall provide such social functions and engage in fund raising necessary or desirable to
maintain and support the development of the Club in pursuit of its primary objective.

The Club is committed to encouraging the highest ethical standards. All individuals involved in the
Club should conduct themselves with integrity, transparency, accountability and in a fair and
equitable manner.

3. RULES AND REGULATIONS

The Club shall have the status of an Affiliated Member Club of The Football Association of Ireland.

The Club will abide by The Football Association of Ireland’s Child Protection Policies and Procedures,
Codes of Conduct and the Equal Opportunities and Anti-Discrimination Policy.

4. MEMBERSHIP

The membership shall consist of the following categories:

Non-Player Member: a parent, guardian, or grand parent of a Juvenile Player Member. Non-Player
Members can vote in General Meetings only on behalf of the Juvenile Player Member(s) they
represent and they can be elected to the Club Committee.

Juvenile Player Member: a member of the Club Academy attending regular training sessions, or a
member of one of the Club’s juvenile teams, i.e. up to and including the Under 17 age team,
attending training and being part of that team squad for matches on a regular basis. Each Juvenile
Player Member shall be represented by only one non- player member in General Meetings for the
purposes of voting. All Player Members have equal status in the club and the Club Committee shall
serve all player members equally. A Parent or Guardian of a juvenile must provide written consent
for them to become a Juvenile Player Member.

Senior Player Member: a member of one of the Club’s senior teams, should the Club field an Under
18 or older age team, attending training and being part of the team squad for matches on a regular
basis. All Player Members have equal status in the club and the Club Committee shall serve all player
members equally. Senior Player Members can vote in General Meetings and can be elected to the
Club Committee.

Members in each category shall pay Membership fees as fixed at each Annual General Meeting. The
Club in General Meeting may also require Members to contribute to the funds of the Club by way of
a special levy.

All members joining the Club shall be deemed to accept the terms of this constitution and any

byelaws adopted from time to time by the Club and published on the Club’s website or otherwise
notified to the members. Members will also be required to conduct themselves in accordance with
the Club’s guidelines and the bye-laws as to discipline set out therein.

The rights of any member of the Club shall be conditional upon the member complying with the
provisions of the constitution and rules of the Club and the FAI code of ethics, including payment of
any annual membership fee and levies. Such rights may be withheld, restricted or suspended where
a member is in breach of this constitution and the FAI code of ethics.

In keeping with community traditions of the Club, within the limit of means of the Club at that time,
where a member, or a prospective member, is unable to pay, in part or in full, the annual
membership fee or other club related expense due to restricted financial circumstances, the Club
Committee has the power to waive, reduce, or postpone, the fee accordingly. Such cases will be
treated tactfully, with respect, and in confidence.

Any person seeking to join the Club and any minor member who reaches the age of eighteen shall
submit an application in writing to the Club Secretary which shall acknowledge receipt of, or access
to review at their leisure, a copy of this constitution and acceptance of its terms with specific
reference to the exclusion of liability of officers of the Club contained in paragraph 9(vi). The
application of any minor member shall contain a counterpart signed by the minor’s legal guardians
pursuant to which such legal guardians agree, as consideration for the minor’s admission to the
Club, that they will procure compliance by the minor with the terms of this constitution.

Membership is open to all and no application for membership will be refused on other than
reasonable grounds. There will be no discrimination on grounds of race, occupation or gender

The Secretary shall keep a Membership Register. In the event of a member’s resignation or
expulsion, his or her name shall be removed from the Membership Register.

5. THE COMMITTEE

The Club Committee, who shall be honorary (non-paid), shall consist of the following Club Officers:
Chairperson, Treasurer, Club Secretary and Child Welfare Officer, plus up to 5 other members who
will be elected to perform specific roles. These will be in line with their skill sets, as determined by
the Committee and elected at an Annual General Meeting. All Committee members must be paid up
members of the Club.
Committee Members shall hold office from the date of appointment until the next Annual General
Meeting unless removed by resolution passed at a Special General Meeting. One person may hold
no more than two positions of Club Officer at any time.

The Club Committee shall be responsible for the management of all day to day affairs of the Club.

Subject to paragraph vi below, decisions of the Club Committee shall be made by a simple majority
of those attending the Club Committee meeting. The Chairperson of the Club Committee meeting
shall have a casting vote in the event of a tie.

Meetings of the Club Committee shall be chaired by the Club Secretary or Treasurer in the absence
of the Chairperson and by prior written agreement.

The quorum for the transaction of business of the Committee shall be three, including two from the
Chairperson, Club Secretary or Treasurer, provided that where a decision is taken with regard to any
“Material Matter” (being a matter pertaining to child protection, litigation, expenditure and
disciplinary matters) at any meeting of the Committee, at which not all Committee members were
present, no action shall be taken on foot of that decision if any Committee member requests that
the decision regarding the Material Matter be ratified by a subsequent meeting of the Committee.
Following any such request a meeting of the Committee shall be called of which all Committee
members are given 7 days’ notice and at such subsequent Committee meeting a decision on the
relevant Material Matter shall require at least a 75% majority of those present. If the relevant
Material Matter cannot be resolved at such subsequent meeting, then a further Committee meeting
will be called of which all Committee members are given 7 days’ notice, and at such subsequent
Committee meeting a decision regarding the relevant Material Matter shall require a simple majority
of those present.

Decisions of the Club Committee of meetings shall be recorded by the Club Secretary.
Any member of the Club Committee may call a meeting of the Club Committee by giving not less
than 7 days’ notice to all members of the Club Committee. The Club Committee shall hold not less
than six meetings a year.
The Club Committee shall have the power to decide all questions and disputes arising in respect of
any issue concerning the Club Rules.
An outgoing member of the Club Committee may be re-elected. Any vacancy on the Club Committee
which arises between Annual General Meetings shall be filled by a member proposed by one and
seconded by another of the remaining Club Committee members and approved by a simple majority
of the remaining Club Committee members.
Committee Members can be deemed Inactive by majority vote of the committee if the committee
member regularly fails to attend committee meetings and/or takes no visibly constructive part in
assisting the committee fulfil its role in club management. The Committee can conduct its role
without referral to inactive Committee members.

6. GENERAL MEETINGS

The Club shall hold an Annual General Meeting in order to:

• Approve the minutes of the previous year’s AGM.
• Receive reports from the Chairperson and Secretary.
• Receive a report from the Treasurer and approve the Annual Accounts.
• Elect the Club Executive Committee.
• Appoint someone responsible for certifying the Club’s accounts.
• Approve the Financial Plan for the current year
• Fix the subscription for the ensuing year.
• Consider changes to the Constitution.
• Review and consider any Bye-laws.
• Deal with other relevant business.

Nominations for election of members as Club Officers shall be made in writing by the proposer and
seconder, both of whom must be existing members of the Club, to the Club Secretary not less than
21 days before the AGM. Notice of any resolution to be proposed at the AGM shall be given in
writing to the Club Secretary not less than 21 days before the Meeting.

A Special General Meeting (SGM) may be called at any time by the majority of the Committee. 10%
of the Club Members may also call such a meeting. The meeting must take place within 21 days of
the Secretary receiving notice of the request. Business at an SGM may be any business that may be
transacted at an AGM.

The Secretary shall send to each member at their last known address written notice of the date of a
General Meeting together with the resolutions to be proposed at least 14 days before the Meeting.

The quorum for a General Meeting shall be 7 Club members.

The Chairperson, or in their absence a member selected by the Club Committee, shall take the chair.
Each member present shall have one vote and resolutions shall be passed by a simple majority. In
the event of an equality of votes the Chairperson of the Meeting shall have a casting vote.
The Club Secretary, or in their absence a member of the Club Committee, shall enter Minutes of
General Meetings into the Minute Book of the Club.

Voting shall be by a show of hands followed by ballot if deemed necessary by the Chairperson of the
meeting.

7. INCOME AND PROPERTY

The income and property of the organization, Dalkey United, shall be applied solely towards the
promotion of its main object(s) as set forth in this Constitution. No portion of the organisation’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 members of the organisation. No Officer shall be
appointed to any office of the organisation paid by salary or fees or receive any remuneration or
other benefit in money or money’s worth from the organisation in respect of such office. However,
nothing shall prevent any payment in good faith by the organisation of:

a) reasonable and proper remuneration to any member, officer or servant of the organisation (not
being an officer) for any services rendered to the organisation.
b) interest at a rate not exceeding 5% per annum on money lent by Officers or other members of the
organisation to the organisation.
c)reasonable and proper rent for premises demised and let by any member of the organisation
(including any Officer) to the organisation;
d)reasonable and proper out-of-pocket expenses incurred by any Officer in connection with their
attendance to any matter affecting the organisation;
e) fees, remuneration or other benefit in money or money’s worth to any Company of which an

Officer may be a member holding not more than one hundredth part of the issued capital of such
Company.

8. CLUB TEAMS

At its first meeting following each AGM, the Club Committee shall appoint a Club member to be
responsible for each of the Club’s football teams. The appointed members shall be responsible for
managing the affairs of the team. All teams shall be treated and served equally by the Club
Committee.

9. INDEMNITY AND EXCLUSION OF LIABILITY

Subject to paragraphs (ii) and (iii) below, every officer or former officer of the Committee, every
Custodian or former Custodian and every other official or team manager or former official or team
manager appointed by the Committee or the Club (each an “Officer”) shall be entitled to be
indemnified, to the greatest extent permitted by law, out of the assets of the Club against any and
all losses, liability, expenses or legal claims which he or she may sustain or incur in or in connection
with the execution of his or her office or, as the case may be, his or her role as a team manager
(whether negligently or otherwise).

Notwithstanding the foregoing paragraph (i), an Officer shall not be entitled to be indemnified out of
the assets of the Club against any losses, liability, expenses or legal claims which arise from any fraud
or criminal conduct on the part of such Officer.

If the indemnity provided in paragraph (i) above shall be adjudged by any court or regulatory
authority or agency of competent jurisdiction to be void and unenforceable in relation to any matter
then such indemnity shall nevertheless apply, and the members shall procure (by amendment of this
constitution or otherwise) that such indemnity shall apply, to the greatest extent permitted by
relevant law with such modifications or provisos as may be necessary to ensure its validity.

Where any Officer suffers loss and has an enforceable unconditional right to payment by way of
indemnification under paragraph (i) above (an “Indemnity Claim”) and any other member has a right
to receive payment on any other basis or has another unsecured claim over the assets of the Club (a
“Members Claim”), the assets of the Club shall be applied (and each member of the Club (or any
other person holding assets of the Club as trustees for and on behalf of the members) shall procure
that such assets are applied) in satisfying such Indemnity Claim in priority to any Members Claim.

Notwithstanding paragraphs (i) to (iv) above the Club shall maintain in force directors’ and officers’
liability insurance and general liability insurance from recognised insurers with policy limits
appropriate to the scope and scale of its operations and shall furnish a copy of such policies to each
Officer on request.

To the greatest extent permitted by law, no Officer shall in any way be liable to the Club or to any
member for any loss, damage or misfortune, which may happen to or be incurred by the Club or any
member (howsoever caused) arising from the execution of the duties of his or her office, or as the
case may be, his or her role as team manager (whether negligently or otherwise) other than in
circumstances where such Officer is guilty of fraud or criminal conduct.

10. DATA PROTECTION

All members consent to the Club obtaining, recording, holding and retaining their personal data
(including sensitive personal data) solely for Club purposes, either on its computer or manual filing
system. Furthermore, all members consent to the use of all such data, including it disclosure to third
parties, for the proper and effective management of the Club.

11. BINDING NATURE

The regulations contained herein shall comprise binding and legally enforceable obligations on the
members and, where appropriate, their successors and personal representatives.

12. WINDING-UP

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 members of
the club. Instead, such property shall be given or transferred to some other institution or institutions
having main objects similar to 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 under
or by virtue of Clause7 (Income & Property clause) hereof. 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.

13. ADDITIONS, ALTERATIONS OR AMENDMENTS

No addition, alteration or amendment shall be made to the provisions of this Constitution for the
time being in force unless the same shall have been previously approved in writing by the Revenue
Commissioners.

14. KEEPING OF ACCOUNTS

Annual accounts shall be kept and made available to the Revenue Commissioners on request.

The financial year shall run from 1st July to 30th June each year.

The Treasurer shall be responsible for the preparation of Annual Accounts of the Club.

The Accounts shall be certified by an appropriate independent person elected annually at the Annual
General Meeting.

All monies payable to the Club and any income raised, or received in the name of, or on behalf of the
Club, shall be received by the Treasurer and deposited to a Club account.
Bank accounts holding club funds shall be maintained in the name of the Club (a “Club Account”).

Designated account signatories shall be the Club Treasurer and two other Committee members
nominated by the Committee. The Treasurer shall maintain receipts and records for all income and
expenditure.

No sum shall be drawn from a Club Account except by cheque signed by two of the three designated
signatories. Cheques made payable to any one of the authorized signatories shall be signed by the
other two authorized signatories.

Separate fund-raising income shall be directed to club development such as building loan
repayments and capital equipment expenditure, and to special projects such as team travel, etc.

Objectives of each fund-raising activity shall be clearly communicated and income from each activity
will be recorded by the Treasurer. Fund raising income will be deposited in a club bank account as
per paragraphs vi, vii, and viii, above.

The Treasurer shall prepare and present a monthly account of income and expenditure for the Club
Committee throughout the financial year.

The Club Committee shall prepare a financial plan for the forthcoming financial year and present it at
the AGM for approval by the members, including any planned development expenditure for the
year.

The financial plan shall include a recommendation for the amount to be set for membership
subscription for the year, which may be set higher or lower than the previous year, based on the
amount of income projected as necessary to run the club’s operational activities without incurring a
loss for the year.

After all operational costs are covered a maximum of 10% of the annual membership subscription
dues shall be applied to club development and maintenance projects. Any further additional
membership dues shall be applied to a reduction in the general membership fee for the following
year and provision for assisting with membership fees in cases of financial hardship

The Club committee shall adhere to the approved financial plan during the year. Any expenditure
exceeding the planned amount by €250, or more, shall first be approved by the club committee.

Expenditure for goods or services to the value of €5,000 or over from a single supplier in any one
year shall be authorized only after receiving at least three written competitive quotations.

Where necessary, the income, property and assets of the Club, other than the Club Account, shall be
vested in not less than two and no more than four custodians, one of whom shall be the Treasurer
(the “Custodians”), who shall deal with the Club Property as directed by decisions of the Club

Committee and entry in the minute book shall be conclusive evidence of such a decision.

The Custodians shall be appointed by the Club at an AGM or SGM and shall hold office until death or
resignation unless removed by a resolution passed at an AGM or SGM.

On their removal or resignation, a Custodian shall execute a conveyance in such form as may be
required by the Committee to a newly elected Custodian or the existing Custodians as directed by
the Club Committee. On the death of a Custodian, any income, property or assets of the Club vested
in them shall vest automatically in the surviving Custodians. If there is only one surviving Custodian,
an SGM shall be convened as soon as possible to appoint another Custodian.