Name

1.

The name of the Association shall be THE TENNIS AND RACKETS ASSOCIATION.

Definitions

2.

In these Rules unless the context otherwise requires: “The Association” shall mean THE TENNIS AND RACKETS ASSOCIATION; “The Rules” shall mean the Rules of the Association for the time being in force: “The Council” shall mean the Council for the time being appointed under or in accordance with the Rules, or such number of Members of the Council as under the Rules shall for the time being be entitled to act for the Council; references to the respective Officers of the Association shall be construed as references to the holders for the time being of those respective Offices;  The “Chief Executive”, who shall also be the Secretary of The Association, shall be referred to throughout as The Chief Executive; the masculine shall include the feminine and the singular shall include the plural and vice versa.

Status

3.

The Association shall be an unincorporated non profit body.

Objects

4.

The objects of the Association shall be to act as the central authority in the United Kingdom in all matters connected with the games of Tennis and Rackets, with specific responsibility for the laws and rules under which both games are played, and to preserve and strengthen the future of both games.

Application of Funds

5.

The funds of the Association shall be used in the interests of the games of Tennis and Rackets at the sole discretion of the Council.

Members

6.

a.

Individuals, Clubs, Universities, Colleges, Schools, Corporations, and other organisations who are owners or tenants of Tennis and Rackets Courts and all supporters of either game shall be eligible to become Members of the Association, subject to the approval of the Council and, with the exception of Honorary Members, upon payment of the subscription provided for under the Rules.

b.

All applications to become Members shall be made to the Chief Executive.

c.

There shall be the following classes of Members:

(1)

Life Members,

(2)

Individual Members,

(3)

Corporate Members (for which class of Membership:  Clubs, Universities, Colleges, Schools, the Tennis and Rackets Professionals’ Associations, Service Establishments and other such bodies of persons shall be eligible),

(4)

Honorary Members,

d.

The Council may elect as Honorary Members such persons as it may, from time to time, approve, whether for exceptional service to Tennis or Rackets or for any other reason.  Every such election shall be announced at the next General Meeting.  Honorary Members shall have all the rights and privileges of Membership of the Association without payment of any subscription.

e.

The Chief Executive shall keep a register of all Members of the Association together with their addresses.

Affiliates

7.

Tennis and Rackets players who are not Members of the Association shall be known as Affiliates.

Annual Subscriptions

8.

a.

The Council shall (subject to confirmation by the Association in General Meeting of which notice shall have been given in accordance with the Rules) determine and shall (subject as aforesaid) have power to vary:

(1)

The annual subscriptions payable by Individual and Corporate Members respectively, and

(2)

The lump sums payable by individuals wishing to become Life Members (which lump sums may vary according to the age on application of the individual concerned).

(3)

The annual affiliation fee payable by Affiliates

b.

The first subscription of Individual and Corporate Members shall be due and payable on election and future subscriptions shall be due and payable in advance in subsequent years on 1 August.

c.

Affiliation fees shall be paid in accordance with arrangements agreed by the Council.

d.

Members shall be entitled to their privileges from the date on which the Treasurer receives the initial and subsequent subscriptions.

e.

Subscriptions shall be payable by variable direct debit mandate (providing the Member maintains a bank account in the United Kingdom) unless the Treasurer agrees otherwise.

f.

The Chief Executive shall be empowered to:

(1)

Levy an extra charge, as authorised by the Council according to the class of membership, on any Member with a bank account in the United Kingdom who pays by cash.

(2)

Waive (in whole or in part) for any period (definite or indefinite) the subscription of any Member, or the affiliation fee of any Affiliate, if he sees fit in the best interests of the Association and notwithstanding anything contained in the Rules.

g.

No Member shall be entitled to enjoy any privileges of the Association so long as his subscription shall be in arrears for more than three months.  The account of any Member whose subscription is in arrears for three months shall be forwarded by the Treasurer to each such Member at his registered or last known address.  If the amount in arrears is not paid within such further time as the Council may allow, the Member whose subscription is in arrears shall cease to be a Member.

Expulsion or Suspension of Membership

9.

a.

The Council may expel or suspend any Member of the Association whose conduct is, in the Council’s judgment, considered to bring the Association into disrepute, or to be contrary to the best interests of Tennis and Rackets.

b.

A resolution proposing to expel or suspend a Member requires,  in order to be passed, the vote in favour of not less than two-thirds of the Members of the Council present and entitled to vote.

c.

Before passing such a resolution the Council shall afford the Member concerned an opportunity of explaining his conduct in writing or in person and either alone or accompanied by a representative of his choice, or by sending a representative alone.

d.

The Council shall not be liable to give any explanation or reason for exercising such power.

The Officers

10.

a.

The Officers of the Association shall consist of;
A President,
One or more Vice-Presidents,
A Chairman,
A Chief Executive,
A Director of the Young Professionals’ Programme,
A Treasurer.

b.

Only a Life, Individual Member over the age of 21 or Honorary Member is eligible to be an Officer of the Association.

The President

11.

The President shall be nominated by the Council for approval by the Members at the next Annual General Meeting for a period not exceeding three years, which shall be renewable for further periods each not exceeding three years.  He shall take office on a date agreed at the Annual General Meeting.

The Vice Presidents

12.

The Vice Presidents shall be nominated by the Council for approval by the Members at the next Annual General Meeting for long and distinguished service to the Association or to the games of Tennis and/or Rackets in general.  They shall be appointed for life from the date of the Annual General Meeting, except that should one of them subsequently be appointed President he shall cease holding the office of Vice President during his Presidency.

The Chairman

13.

The Chairman of the Council shall be the Chairman of the Association (see Rule 19g for the election of the Chairman).

The Chief Executive

14.

a.

The Chief Executive shall be appointed by the Council, who shall define his terms and conditions of employment (including salary) and allocate him such authority as it deems expedient.

b.

It shall be the duty of the Chief Executive to summon meetings of the Association, the Council and the Games Committees, to take minutes of the proceedings of such meetings and generally to act under the direction of the Council in all matters connected with the affairs of the Association.

The Director of The Young Professionals’ Programme and The Treasurer.

15.

a.

It shall be at the discretion of the Council whether either or both the appointments of Director of the Young Professionals’ Programme and Treasurer shall be held by the Chief Executive.

b.

The Council shall nominate Members to fill any of these appointments which are not held by the Chief Executive, for periods not exceeding three years, which shall be renewable.  They shall take office with terms of reference on dates agreed by the Council.

The Treasurer

16.

a.

The Treasurer shall be responsible for all cash books and bank records except when the Council shall decide otherwise.

b.

The Treasurer and any other person appointed by the Council to maintain cashbooks and bank records shall carry out his duties in accordance with Rule 16.

c.

He shall be responsible for paying as soon as possible to the Association’s bankers all sums of money passed to him.

d.

He shall disburse all sums payable by the Association out of the funds in his hands.

e.

He shall not make any payment exceeding a sum determined from time to time by the Council without the consent of the Council.

f.

He shall prepare a statement of the financial position of the Association for the information of the Council as and when requested.

g.

He shall prepare a budget annually for the Council by the date requested.

h.

He shall inform the Council when he has sums which there is no present occasion for
 expending, so that if it so wishes the Council shall proceed in accordance with Rule.19c (5).

Trustees

17.

a.

The property of the Association may be vested in not less than three Trustees, each of whom must be a Member of the Association.

b.

Each Trustee shall be nominated by the Council for approval by the Members at the next Annual General Meeting and shall take office on such date as shall be agreed at such Annual General Meeting.

c.

Each Trustee shall serve for an initial period not exceeding five years which shall be renewable for further periods each not exceeding five years.

d.

A vacancy in the office of Trustee may be filled by the Council, but the Trustee appointed shall hold office only until the next Annual General Meeting, at which he may be nominated by the Council for approval by the Members.

e.

The Trustees shall act in relation to the property of the Association in accordance with the resolutions of the Council (of which an entry in the Association’s Minute Book shall be conclusive evidence).  If any such act or acts relate to matters mentioned in Rules 19c (1), (3) or (4) and the cost is significant or the sums involved are likely to have a significant bearing on the finances of the Association, then the Trustees must require the Council to convene a General Meeting at which the approval of the Members can be sought to the proposed act or acts, or (if urgent or exceptional circumstances have arisen) ratification can be obtained.

f.

The Trustees shall be indemnified against risk and expense out of the property of the Association.

Procedures to be Adopted if the Council’s Nominations for President and/or Chairman are not Approved

18.

a.

Should the Council’s nominations for President and/or Chairman not be approved at the Annual General Meeting the Council shall call for a postal vote, or call an Extraordinary General Meeting.

b.

In so doing the Council shall seek the approval of the Members for the original or a new nomination; or it may submit both nominations inviting the Members to make a choice.  If any Member of the Association, other than a Corporate or Individual Member under the age of 18, within three calendar months of the Annual General Meeting and with not less than twenty five supporters, proposes another Member who is willing to serve, then the Council shall submit that Member’s name to the Members for approval with or without other nominations.

c.

In the meantime a Member of the Council may perform the duties of the appointment, which has not been approved, in an honorary capacity until an appointment has been approved at a General Meeting. 

d.

Papers for a postal vote or notice of an Extraordinary General Meeting called under this Rule shall be dispatched to the Members entitled to vote at General Meetings within four calendar months of the Annual General Meeting.

e.

In the event of a postal vote:
(1)  Each Member entitled to vote at General Meetings shall have one vote for each vacancy.
(2)  Rules 22c, e and f shall apply.
(3)  The candidate for whom the most votes are cast by Members who (being entitled to do so) vote, shall be elected President or Chairman (as the case may be).

The Council

19.

a.

The Council shall be responsible for the management of the Association.  It shall meet not less than three times a year.

b.

In addition to its responsibilities under Rules 14 and 15 the Council shall have the power at any tine and for any purpose to employ any other person with defined conditions of employment.

c.

Without prejudice to the general powers conferred by Rule 19a or to any other powers conferred by these Rules the Council shall have power to:
(1)  Acquire and hold any property which the Council may from time to time think requisite or desirable for the Association, and to cause the same or any part thereof to be vested in Trustees on behalf of the Association.
(2)  Receive and accept donations, legacies, endowments and gifts of property.
(3)  Borrow or raise money with or without security for use in accordance with the provisions of Rule 5.
(4)  Sell, improve, repair, manage, develop, exchange or otherwise dispose of any property of the Association.
(5)  Arrange for the Trustees to invest from time to time all monies and funds of the Association not immediately required to be expended for the purpose thereof, whether by deposit with any bank or in the purchase of or at interest upon the security of such stocks, or freehold and leasehold property or land of whatsoever nature and wheresoever and whether involving liability or not, as the Council shall in its absolute discretion think fit, to the intent that the Council shall have the same full and unrestricted powers of investment and of transferring investments in all respects as a beneficial owner would have.

d.

Before taking action in respect of Rules 19c (1), (3) or (4), where the value is significant in terms of the cost or of its effect on the finances of the Association, the Council shall obtain the agreement of the Trustees.

e.

To be eligible for Membership of the Council an individual must be a Life, Individual Member over the age of 21 or Honorary Member of the Association, or nominated representative of the Tennis and Rackets Professionals’ Associations. 

f.

The Council shall consist of:
The Chairman,
The Chief Executive,
The Trustees,
The Vice President(s),
The Director of the Young Professionals’ Programme,
The Treasurer,
The Chairman of the Tennis Committee,
The Chairman of the Rackets Committee,
The Chairman of the Ladies Real Tennis Association,
The Chairman of the Real Tennis Professionals’ Association (UK)
The Chairman of the Rackets Professionals’ Association and
Not exceeding four Elected Members.

g.

(1)

The Chairman shall be elected by the Council from within its number or otherwise as it shall think fit for a period not exceeding five years, which shall be renewable for two further periods each not exceeding two years.

(2)

An election shall take place on a date and in a manner determined by the Council whenever for any reason the Chairman retires.

(3)

The Chairman shall not be entitled to vote in this election.  If however two or more candidates have an equal number of votes the Chairman shall have a casting vote.

(4)

The candidate for whom the most votes are cast shall be elected Chairman.

(5)

The name of the elected Chairman shall be submitted to the Members of the Association for approval at the next Annual General Meeting and he shall take office on a date agreed at that Meeting.

(6)

If the Chairman is elected from one of the existing Elected Council Members he shall end his term as an Elected Member forthwith and a vacancy shall be created which can be filled in accordance with Rule 22j.

h.

(1)

Elected Members of the Council shall each serve initially for a period not exceeding three years.

(2)

On the completion of his initial period of office each Elected Member shall be eligible for re-election for one further period not exceeding three years.

(3)

After two consecutive periods in office, an Elected Member shall stand down for one year before being eligible for re-election.

i.

The Council shall have the power to co-opt up to three additional Members at its discretion for periods not exceeding one year.

j.

The Vice Presidents and the Co-opted Members shall not be entitled to vote at Council Meetings.

k.

The Chief Executive, if also holding other appointments on the Council, shall only be entitled to one vote.

l.

A Trustee shall be entitled to vote save in relation to matters which affect the property of the Association vested in him by Rule 17a.

m.

The Chairman of each Games Committee, the Chairman of the Ladies Real Tennis Association and the Chairmen of the Tennis and Rackets Professionals’ Associations shall have the right to nominate alternates (being Members of the same Games Committee, the Ladies Real Tennis Association, or the same Professionals’ Association) to attend meetings of the Council in their stead.  Such alternates shall act as long as the person appointing them shall prescribe and shall be entitled to vote at Council Meetings.

Proceedings of the Council

20.

a.

The Council may meet for the dispatch of business and adjourn or otherwise regulate its meetings and proceedings as it thinks fit.  Six Members of the Council shall form a quorum.  It shall not be necessary to give notice of any meeting of the Council to any Member thereof who may for the time being be out of the United Kingdom.

b.

The Chief Executive, on the requisition of the Chairman or of any four Council Members acting together, shall at any time call a General Meeting of the Council, and when such meeting is to be held every Member of the Council residing in the United Kingdom shall be summoned by notice specifying the object of the meeting.

c.

The Chairman, if he knows prior to the date appointed for any meeting that he will be unable to attend, shall, with the agreement of the Council, nominate a Member of the Council to act as Chairman in his stead.

d.

If the Chairman, or his nominee under Rule 20c, is not present at the time appointed for holding any meeting, the Members of the Council present may choose one of their number to be Chairman of the Meeting.

e.

A Meeting of the Council at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these Rules vested in or exercisable by the Council.

f.

Questions arising at any Meeting shall be decided by a majority of votes.  In the event of equality of votes the Chairman shall have a casting vote in addition to his personal vote, except at the election of the Council Chairman in accordance with Rule 19g, when he shall not have a personal vote.

g.

Minutes of the proceedings of every Meeting of the Council shall be taken and afterwards inserted in a Minute book to be kept for that purpose and, when approved as correct at a subsequent Meeting of the Council, signed by the Chairman of such meeting.

h.

The Accounts of the Association shall be from time to time examined by the Council, who shall present to the Annual General Meeting a statement thereof, together with a report on the general affairs of the Association during the preceding year.

i.

Members of the Council shall not:

(1)

Take part in any discussion where they have a personal or commercial interest that conflicts with the interests of the Association.

(2)

Represent their own commercial interest in dealing with the Association.  This shall not apply to sponsorship deals.

j.

All acts done by any Meeting of the Council shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of all or any of the Members of the Council, be as valid as if every such Member had been duly appointed.

Committees

21.

a.

There shall be a Tennis Committee and a Rackets Committee which shall act as the executive authority for each game.  To be eligible for Membership of either Committee an individual must be a Life, Individual Member over the age of 21 or Honorary Member of the Association, or nominated representative of the Tennis and Rackets Professionals’ Associations.

b.

The Tennis Committee shall consist of;
A Chairman,
The Chief Executive,
The Chairman of the Real Tennis Professionals’ Association (UK),
The Chairman of the Ladies Real Tennis Association,
The Training and Liaison Officer,
The Chairmen of not exceeding four Tennis Committee Sub Committees* and
Not exceeding six elected Members; three to be elected by the T&RA Membership and three by the official Tennis Club Representatives.
* The Tennis Committee Chairman may select his Sub Committee Chairmen either from the six Elected Members or otherwise.  If an Elected Member is selected to be a Sub Committee Chairman, such an election shall not create a vacancy for another Elected Member.

c.

The Rackets Committee shall consist of;
A Chairman,
The Chief Executive,
The Director of the Young Professionals’ Programme,
One representative from each Club, except School Clubs, which normally has a full time professional,
The Chairman of the Rackets Professionals’ Association and a representative nominated by the Rackets Professionals’ Association,
The Chairman of the Under 25 Sub Committee,
A representative of the Old Boys’ Associations,
A representative of the Evening Clubs,
One representative nominated by the Chairman of the Rackets Masters-in-Charge Committee and
Not exceeding six Elected Members.

d.

(1)

The Tennis and Rackets Committees shall be known as the Games Committees.  They shall each select their own Chairman from within their number or otherwise as they shall think fit, for a period not exceeding three years, which shall be renewable for two further periods each not exceeding two years.

(2)

An election shall take place on a date and in a manner determined by the relevant Games Committee whenever for any reason the Chairman retires.

(3)

If there is no other candidate and the Chairman, having completed seven years in office, is willing to continue, the relevant Games Committee may invite him to continue for a further period not exceeding two years.

(4)

The Chairman shall not be entitled to vote in this election.  If  however  two or more candidates have an equal number of votes the Chairman shall have a casting vote.

(5)

The candidate for whom the most votes are cast shall be elected Chairman of the relevant Games Committee.

(6)

If the Chairman is elected from one of the existing Elected Committee Members he shall end his term as an Elected Member forthwith and a vacancy shall be created which can be filled in accordance with Rule 22j.

e.

(1)

Elected Members of each Games Committee shall each serve initially for a period not exceeding three years.

(2)

On completion of his initial period of office each Elected Member shall be eligible for re-election for one further period not exceeding three years. 

(3)

After two consecutive periods in office an Elected Member shall stand down for one year before being eligible for re-election.

f.

Each Games Committee shall have the power to co-opt up to three additional Members at its discretion for periods not exceeding one year.

g.

The Chief Executive and the Co-opted Members shall not be entitled to vote at Games Committee Meetings.

h.

The relevant Games Committee Chairman or the Chief Executive shall decide if another Association Member may represent a Games Committee Member in his absence.

i.

The Council may appoint from time to time such other Committees as may be deemed necessary and such Committees may include Members of the Association who are not Members of the Council or of a Games Committee.

j.

Every Committee shall, in the exercise of the powers delegated to it, conform to any Regulation which may from to time be imposed upon it by the Council; and no act, order or resolution of any Committee shall bind the Association, unless it is done by the direction and authority of the Council or is ratified by the Council.

k.

Meetings and proceedings of any Committee shall be governed by the provisions contained in the Rules for regulating the Meetings and Proceedings of the Council, so far as the same are applicable thereto and are not superseded by any Regulations made under Rule 21j.

The Election of Members to the Council or to a Games Committee

22.

a.

Two members of the Association, other than Corporate or Individual Members under the age of 18, may nominate another Member (so long as he is not a Corporate or Individual Member under the age of 18) willing to serve on the Council or either Games Committee as an elected Member, on a nomination form which will be provided on application to the Chief Executive.  The form shall be signed by the Proposer and Seconder and returned to the Chief Executive duly completed by 1 December in any year.

b.

If there shall be more nominations than there are vacancies for Membership of the Council or either Games Committee, the Chief Executive shall, not later than twenty-eight days before the Annual General Meeting, post to Members entitled to vote at General Meetings, ballot papers on which shall appear the names of each candidate nominated and willing to serve on the Council or Games Committee as appropriate, with a memorandum giving details of his relevant qualifications and the names of the proposer and seconder.

c.

Such ballot papers after completion shall be returned to the Chief Executive, or to such other person and address as the Chief Executive may designate, by the date indicated on the ballot paper.

d.

Each Member entitled to vote at General Meetings shall have one vote for each vacancy on the Council and on each Games Committee, but shall not give more than one vote to any candidate.

e.

Any ballot papers which do not comply with the conditions or requirements for their completion and return shall be invalid.  The Council shall appoint scrutineers to examine the ballot papers.

f.

In the event of a tie for a final place in any election due to two or more Members receiving an equal number of votes, which of the Members is selected shall be decided by lot conducted by the Chief Executive.

g.

If there shall be the same number of nominations as there are vacancies for Membership of the Council and/or each Games Committee, those nominated shall be elected to the Council or relevant Games Committee.

h.

If there shall be fewer nominations than there are vacancies for Membership of the Council and/or each Games Committee, those nominated shall be elected.  In addition, the Council and each Games Committee may select, with the prior consent of the Member or the Members in question, Members (together with those duly nominated) to fill the relevant vacancies.

i.

An announcement of which Members are elected to the Council and each Games Committee under the provisions of Rule 22 shall be made at the Annual General Meeting.  Such Members shall take office immediately following the Annual General Meeting.

j.

If any vacancy amongst the Elected Members of the Council or either Games Committee shall occur through death, resignation or any other reason, the Council or relevant Games Committee may fill such vacancy by the appointment of a Member to the Council or Games Committee as appropriate, subject to the prior consent of the Member in question.  Such Member shall be subject to election prior to the next Annual General Meeting.  His initial period not exceeding three years shall commence immediately following the Annual General Meeting.

k.

In the event of there being any dispute relating to the provisions of this Rule or the procedure to be followed under this Rule, the matter shall be referred to the Council, whose decision thereon shall be final and binding.

The Election of Club Representatives to the Tennis Committee

23.

The three club representatives on the Tennis Committee shall be elected by a procedure agreed by the Tennis Committee based on Rule 22.

Resignation or Removal of a Member from the Council or either Games Committee

24.

Any Member shall cease to serve on the Council or either Games Committee if:

a.

He submits his resignation in writing to the Chief Executive.

b.

He ceases to be a Member of the Association.

c.

The body nominating him so decides.

d.

The body nominating him ceases to have the entitlement to nominate.

25.

The Council reserves the right, in exceptional circumstances, to remove a Member from the Council by a majority of two-thirds of such of its Members as shall be present at the Meeting convened for the purpose.  Before taking such action the Council must afford the Member concerned an opportunity to explain his conduct in writing or in person, and either alone or accompanied by a representative of his choice or by sending a representative alone.  The provisions of this Rule (with the relevant Games Committee replacing the Council throughout) shall apply to the Games Committees if either of them wishes to remove a Member from its Committee.

Annual General Meeting

26.

a.

The Annual General Meeting shall be held each year in March or at such other time and place as the Council shall decide.

b.

Notification of the date, time, venue and the business to be transacted at an Annual General Meeting shall be dispatched by post, not later than twenty-eight days prior to the date of the Meeting, to Members entitled to vote at General Meetings, who have registered an address for service in the United Kingdom.

c.

The accidental omission to dispatch notice of a General Meeting or, in cases where instruments of proxy or postal voting forms are sent out with the notice, the accidental omission to dispatch such instrument of proxy or postal voting form to, or the non-receipt of notice of a General Meeting or such instrument of proxy or postal voting form by, any Member entitled to be sent such notice, shall not invalidate the proceedings at that General Meeting.

d.

At the Annual General Meeting the following ordinary business shall be transacted:

(1)

The approval of the minutes of the previous Annual General Meeting and consideration of any matters arising therefrom.

(2)

The adoption of the Annual Report and Accounts.

(3)

When they fall to be considered, the approval of the Council’s nominations for:
          The President (in accordance with Rule 11),
          The Vice Presidents (in accordance with Rule 12),
          The Chairman (in accordance with Rule 19g),
          The Trustees (in accordance with Rule 17b),
          The Auditor  or Independent Chartered Accountant (in accordance with          
           Rule 31a).

(4)

The announcement of those Members of the Association elected to the Council and the Games Committees (in accordance with Rule 22).

(5)

Any other such business as shall be brought forward by the Council and which shall have been stated in the agenda, including details of resolutions to be considered and, if thought fit, passed.

(6)

Any matters submitted in accordance with Rule 26e.

e.

If any two or more Members entitled to vote at General Meetings wish any matter concerning the business or affairs of the Association to be discussed at an Annual General Meeting, those Members shall submit a resolution for discussion to the Chief Executive by 1 January bearing their names as proposer and seconder.  The Chief Executive may, at his discretion, require sufficient details to be set out with such resolution so as to ensure that Members, on receipt of the agenda of the Annual General Meeting, have adequate information concerning the matter to be discussed.

Extraordinary General Meeting

27.

a.

The Council may at any time call an Extraordinary General Meeting of the Association; and it shall do so whenever a requisition signed by twenty-five Members entitled to vote at General Meetings and stating the object of the Meeting is delivered to the Chief Executive.

b.

Notification of the date, time, venue and the business to be transacted at the Extraordinary General Meeting, including the full text of any resolution to be proposed, and if thought fit passed, at the Meeting shall be dispatched by post not less than twenty-one days prior to the date of the Meeting to Members entitled to vote at General Meetings, who have registered an address for service in the United Kingdom.  The Chief Executive may, at his discretion, require such extra information to be set out with the resolution as he shall deem necessary.

c.

The provisions of Rule 26c shall apply.

Proceedings at General Meetings

28.

a.

Nine Members present in person shall be a quorum at a General Meeting of the Association except in the case of an Extraordinary General Meeting summoned on the requisition of Members under Rule 27, when fifteen Members must be present in person to form a quorum, but no Member shall be entitled to attend any Meeting or vote thereat unless he shall have paid all sums due by him to the Association for subscriptions.

b.

The President or failing him the Chairman of the Council shall take the chair at every General Meeting; but if neither of them shall be present within five minutes after the time appointed for holding such Meeting the Members present shall choose one of their number to take the chair.

c.

If within half an hour of the time appointed for the Meeting a quorum is not present the Meeting shall stand adjourned to such other day and at such time and place as the Chairman of the Meeting may determine and, if at such adjourned Meeting a quorum is not present, those Members who are present shall constitute a quorum and may transact the business for which the Meeting was called.

d.

If prior to, or at, any General Meeting it is sought to make any addition to the agenda for the Meeting already dispatched to Members or any amendments to any item of business on such agenda, including the addition or amendment of any resolution to be proposed at the Meeting, it shall be at the absolute discretion of the Chairman of the Meeting as to whether or not to allow such addition or amendment and the Chairman shall be entitled to take into account such matters as he thinks fit.  In order for an amendment to a resolution (if allowed) to be passed the same number and/or majority of votes shall be required to be cast in favour of the amendment, as are required by these Rules in relation to the passing of the resolution which it is sought to amend.

e.

The Chairman may at his absolute discretion, and shall if so directed by the Meeting, adjourn the Meeting from time to time and from place to place, but no business shall be transacted at any adjourned Meeting except business which might lawfully have been transacted at the Meeting from which the adjournment took place.

Voting at General Meetings

29.

a.

If the Council considers that any resolution to be proposed at any General Meeting is of sufficient importance to the Members of the Association to justify the use of proxy or postal voting to enable the Members to vote on that resolution without having to be present at the Meeting, the Council may so require.  It shall be at the absolute discretion of the Council as to whether proxy or postal voting is to be used.

b.

Proxy voting shall be conducted in accordance with the provisions set out in these Rules as supplemented by any Regulations made by the Council. 

c.

The instrument of proxy shall be in a form determined by the Council.

d.

The Member entitled to vote shall sign the instrument appointing a proxy.

e.

A proxy shall be a Member entitled to vote at Annual General Meetings.

f.

The instrument of proxy shall, unless the contrary is stated therein, be valid as well for an adjourned Meeting as for the Meeting to which it relates.

g.

The instrument appointing a proxy shall be delivered to the Chief Executive not less than forty-eight hours before the time for holding the Meeting or adjourned Meeting.

h.

A vote given in accordance with the terms of an instrument appointing a proxy shall be valid notwithstanding the previous death of the principal, or revocation of the instrument of proxy, unless previous intimation in writing of the death or revocation shall have been received by the Chief Executive by 5.00 pm on the day before the commencement of the Meeting or adjourned Meeting.

i.

Postal voting shall be conducted in accordance with Regulations made by the Council.

j.

At any General Meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless the resolution is subject to postal or proxy voting.

k.

Life and Individual Members over the age of 18, whose subscriptions are not in arrears, and Honorary Members shall each be entitled to one vote. 

l.

A Corporate Member, whose subscription is not in arrears, shall be entitled to vote by its duly authorised representative.

m.

A representative of a Corporate Member shall be entitled to one vote as such representative and one vote in his personal capacity if he is also an Individual Member (but shall not, by virtue of such entitlement, be counted as more than one person for the purpose of ascertaining whether a quorum is present or not).

n.

In the event of equality of votes, the Chairman of the Meeting shall have a casting vote in addition to his personal vote.

o.

Save where otherwise expressly provided in the Rules in relation to particular kinds of resolution, any resolution proposed at a General Meeting shall, in order to be passed, require in favour of the resolution a majority of the votes cast by Members who (being entitled to do so) vote.

p.

At any Meeting, unless any five Members entitled to be present ask for votes to be counted, a declaration by the Chairman that a resolution has been carried shall be entered in the books of the Association and shall be conclusive evidence of the fact, without proof of the number or relative proportion of votes recorded in favour of or against such resolution.

Accounts

30.

a.

The Council shall cause annual Accounts to be prepared made up to 31 July each year.  They shall include for the year ended on that date income and expenditure accounts together with balance sheets identifying the surpluses or deficits for the year and the state of affairs of the Association as at that date.

b.

The Accounts shall be laid before the Members of the Association at the Annual General Meeting and shall have been either audited or subject to an examination by an independent chartered accountant, as determined by the Council.

c.

The Members may require an audit to be carried out if a resolution to that effect is passed at an Annual General Meeting, such resolution having been submitted in accordance with Rule 26e.

Auditor or Independent Chartered Accountant

31.

a.

The Council shall nominate for approval annually by the Members at the Annual General Meeting either a Registered Auditor to carry out an audit or an Independent Chartered Accountant to carry out an independent examination as determined by the Council under Rule 30b or by the Members under Rule 30c.  Their remuneration (if any) shall be fixed by the Council.

b.

It shall be the duty of every officer of the Association to give to the Registered Auditor or the Independent Chartered Accountant such information as they may require.

Notices

32.

a.

Any notice sent by post shall be deemed to have been served on the fourth day following that on which the envelope or wrapper containing the same is posted, and in proving such service it shall be sufficient to prove that the envelope or wrapper containing the same was properly addressed and posted.

b.

It shall not be necessary to give any notice to any Member of the Association who does not have a registered address in the United Kingdom. 

Alterations to the Rules of the Tennis and Rackets Association

33.

a.

Any Alterations to these Rules recommended by the Council may be proposed at the Annual General Meeting, or at an Extraordinary General Meeting, due notice thereof having been given in the notice calling the Meeting.

b.

Any ten Members entitled to attend and vote, may propose to the Council any new Rule or the alteration or repeal of any existing Rule by letter addressed to the Secretary and, if dissatisfied with the answer of the Council, they may require that their proposition be referred to an Extraordinary General Meeting, which the Council shall convene for the purpose within twenty-eight days after receiving such requisition.

c.

These Rules may only be altered if the relevant resolution is passed by the vote in favour of not less than two-thirds of the votes cast at a General Meeting by Members who (being entitled to do so) vote.

Dissolution

34.

a.

The Association shall be dissolved if at any General Meeting a resolution for the dissolution of the Association is passed by the vote in favour of not less than two thirds of the votes cast by Members who (being entitled to do so) vote, provided that at least twenty-eight days notice shall be given of any such proposal.

b.

If upon dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid or distributed among the Members.  It shall be given or transferred to some other association or associations, having objects similar to the objects of the Association, to be determined by the Members at or before the time of dissolution or in default thereof by the Trustees.

Indemnity

35.

Each Member of the Council, of the Games Committees and of other committees, each Trustee and each employee of the Association shall (to the extent that such person is not entitled to recover under any policy of insurance) be entitled to be indemnified out of any and all funds available to the Association, which may be lawfully so applied, against all cost, charges, liens, expenses, and liabilities whatsoever incurred by him in the execution and discharge of his duties or in relation thereto, including any liability incurred by him in initiating, presenting or defending any proceedings, civil or criminal, which relate to anything done or committed in good faith by him.