The Constitution

CLUB CONSTITUTION CUMANN LUTHCHLEAS GAEL

SHANGHAI GAELIC ATHLETIC ASSOCIATION CLUB CONSTITUTION AND RULES

1. In these Rules:-

°The Club means the Club has set out in Rule 2 hereof.

°Executive Committee means Officers and ordinary Committee Members together.

°Secretary means the Secretary for the time being, or any person appointed to perform the
duties of the Secretary of the Club.

°Personal Property means the property of the Club of a movable nature, comprising all
Playing or Sporting equipment of the Club, as well as all Stock in Trade and Money or other
Assets of the Club not already classified as fixtures or fittings on Real Property, as heretofore defined.

Words importing the singular number only, include the plural number and vice versa, and
words importing the masculine gender only, also include the feminine and vice versa.

NAME

2. The official Name of the Club shall be shall be Shanghai Saints & Sirens Gaelic Athletic
Association (hereafter referred to as the G.A.A. Club).

OBJECTS

3.1 The Objects of the Club shall be the promotion of the aims of the G.A.A

The objectives of the SCC shall be:

i) To promote and administer the game of Gaelic sports in Shanghai in every way in which
the Club shall deem fit and generally to promote the best interests of Gaelic Football in
Shanghai and China .

ii) To promote and organize visits by overseas teams to Shanghai and tours abroad by
representative Shanghai teams.

iii) To field strong competitive teams in the All China Games and Asian Games

iv) To cooperate with or assist any Gaelic Football Club, particularly in setting up new Clubs.

v) To cooperate with the Asian Gaelic Games committee or GAA relating to the game of
Gaelic Football or the rules or regulations affecting the same.

vi) To be an all-inclusive club encouraging membership from all Nation ali ties and Genders

vii) To build cross community links local community groups and organisations such as
schools and charities.

viii) To be both an all inclusive Sports Club and Social club

3.2 The Membership, Income and Property of the Club shall be dedicated to and applied
solely towards the promotion of these objects.

COLOURS

4. The Club Colours shall be navy and blue .

5 MEMBERSHIP

General Note:

The Shanghai Saints and Sirens Club strives to encourage members from all nationalities and
genders and aims to be a club with both playing and non-playing members. It is imperative
that to the spirit and future of the club that members promote this message to friends and
family in order to broaden the membership of the club.

5.1 shall be of the types Membership of the Club:-

5.1.1 FULL MEMBERSHIP may be granted to persons, who having reached the age of
eighteen years, subscribe to and undertake to further the aims and objects of the Club

5.1.2 YOUTH MEMBERSHIP may be granted to persons, not having reached the age of
eighteen years, who subscribe to and undertake to further the aims and objects of the Club.

5.1.3 HONORARY MEMBERSHIP may be granted to persons, who have reached the age of
eighteen years, have rendered exceptional service to the Club or the games or activities of the
G.A.A. An Honorary Member shall have the rights of a Full Member, but shall be exempt
from paying the Club.s Annual Membership Fee. The Executive committee has the right to
grant one honorary membership per year to the .Club Person of the Year. in recognition of
outstanding service to the club.

5.1.4 SOCIAL MEMBERSHIP may be granted to persons, who have reached the age of
eighteen years, subscribe to and undertake to further the aims and objectives of the Club and
the G.A.A., but who do not seek full voting rights and rights to take part in the administrative
affairs of the Club.

5.2.1 Once granted, Membership of the Club will be conditional on payment of annual
subscription and adherence to the objectives and rules of the Club

5.3 Such rights may be withheld, restricted or suspended in accordance with this Constitution
and the Rules of the Club

5.4 Any person seeking admission as a Member of any Class of Membership, other than
Honorary, shall provide personal details and subscription fees to the Club Secretary

5.5 If and when the Application for Membership has been accepted by the Executive
Committee, the new Member.s particulars shall be forwarded by the Club Secretary

5. 6.1 The Executive Committee shall have the power to investigate any matter, and to expel,
suspend, warn, fine or disqu ali fy Members from Club activities for breach of this

Constitution and Rules or the Official Guide or for conduct considered to have discredited or
harmed the Club.

5.2 Such persons, if Full Members (including Honorary Members shall have the right to
appeal to the Management Committee of the County Committee of the G.A.A., within seven
days of being notified of such decision.

SUBSCRIPTIONS

6.1 The Annual Subscription to be paid by members of the Club shall be determined by the
Executive Committee and ratified at the Annual General Meeting.

6.2 The determined Annual Subscription shall be payable on election and there after
annually, in advance of the date and in the manner decided by the Executive Committee. The
date set shall be at the discretion of the Executive Committee.

EXECUTIVE COMMITTEE

7.1 The business and affairs of the Club shall be under the management of an Executive

Committee and it shall be the controlling body of the Club.

7.2 The Executive Committee shall be comprised of the Chairman, Vice-Chairman,
Treasurer, Secretary, Events Co-ordinator and one Players. Representative. Other posts can
be created and co-opted on to the Executive committee .special events. e.g. Asian Games.

7.2.1 Duties and Responsibilities

7.2.1.1 Chairman

The Chairman of the Club shall chair all AGMs, EGMs and executive committee meetings.
In his absence vice-chairman shall chair said meeting. In the absence of all of the Officers,
the Voting Members shall elect one of the Voting Members present to chair the meeting.

7.2.1.2 Secretary

The Secretary shall:

. Conduct all correspondence on behalf of the Club with the Chairman unless designated
through the sub-committees

. Convene and attend meetings and maintain accurate records of the proceedings as and
when needed

. Maintain a register of Officers with their full particulars

. Exercise general supervision over the various functions of Club in collaboration with the
sub-committees in charge of the same.

. Notify the Club of any infringement by any member of this Constitution

. Generally carry out the instructions of the Club

7.2.1.3 Treasurer

The Treasurer shall :

. Receive all monies due to the Club and pay all expenses thereof, duly vouched for.

. Keep proper and accurate accounts of fund of the Club.

. Generally carry out the instructions of the Executive committee in all matters relating to the
finances of the SCC

. Make available copies of the yearly audited statement of accounts at the first Executive
Committee Meeting succeeding the audit.

7.3 Nominations to serve on the Executive Committee shall be by any two Full Members
whose membership fees are paid up to date in accordance with Rule 6.2 and who are not
suspended or disqu ali fied under this constitution and Rules.

7.4 The Players. Representative shall have participated as a player for the Club within the
previous 48 weeks.

7.5 The Executive Committee including the Players. Representative, shall be elected by the
Full Members present, entitled to vote and voting at the Annual General Meeting.

7.6 Only Full Members, whose Membership Fees are paid up to date in accordance with Rule
6.2 and who are not suspended or disqu ali fied under this Constitution or shall be eligible for
election to the Executive Committee.

7.7 The outgoing Executive Committee shall conduct the Annual General Meeting.

7.8 The Executive Committee shall hold office until the conclusion of the following Annual
General Meeting.

7.9 The Executive Committee shall meet at least once each quarter, and four members present
shall constitute a quorum at a meeting of the Executive Committee.

7.10 The Chairman, when present, shall preside over all meetings of the Executive

Committee; in his absence, the Vice-Chairman shall preside.

7.11 If both the Chairman and the Vice-Chairman are absent, the Committee shall elect a
member present to preside at the Meeting.

7.12 The Secretary shall record the Minutes of each Meeting.

7.13 The Minutes shall specify the date of the Meeting, those present, and a brief account of
the Meeting, and shall be read to the next Meeting.

7.14 Such Minutes, if agreed as being accurate or having been appropriately amended, shall
be signed by the Chairman and Secretary, having been first proposed and adopted.

7.15 The Executive Committee shall have the sole right to appoint Sub-Committees, as

required.

7.16 The Executive Committee shall define the duties of such Sub-Committees, and retain
control in all matters and activities which it considers of importance to the general welfare of
the Club, including the disposal of any funds in the hands of such Sub-Committees.

7.17 The Executive Committee shall have power to nominate the Chairman of such Sub-
Committees.

7.18 The Chairman, Vice-Chairman, Secretary and Treasurer of the Executive Committee
shall be ex-officio members of all Sub-Committees.

7.19 The Executive Committee shall have power from time to time to make, alter and repeal
all such Regulations as they deem necessary, expedient or convenient for the proper conduct
and Management of the Club.

7.2.1 Each Full Member shall have the right to be heard by the Executive Committee upon
any complaint or representation sent by him, in writing, to the Secretary.

7.2.2 A Special meeting of the Executive Committee may be called

(a) by the Secretary or

(b) by the Secretary, for a date not more than seven days from the date of the receipt by

him of a requisition duly signed by four members of the Executive Committee.

7.2.3 Any Member of the Executive Committee who shall have absented himself from three
consecutive meetings, without reasonable explanation, shall be deemed to have resigned from
the Executive Committee.

7.2.4 Should any Member of the Executive Committee resign, be deemed to have resigned, or
his position otherwise lapse, the remaining members of the Executive Committee shall, at
their discretion, have the power to fill the vacancy, by co-opting a replacement from the body
of the Full Membership.

GENERAL MEETINGS

8.1 The Club shall in each year hold a general meeting as its Annual General Meeting, in

addition to any other General Meetings in that year, and shall specify the meeting as

such in the notice calling it.

8.2 All General Meetings, other than Annual General Meetings, shall be called Special

General Meetings.

8.3 An Annual General Meeting shall be held at such time as shall be decided upon by the
Executive Committee, but insofar as is practical shall be held before the end of

November each year.

8.4 The following business shall be transacted at the Annual General Meeting:-

(a) Adoption of Standing Orders.

(b) Minutes of previous Annual General Meeting.

(d) Consideration of the Financial Statements including the Report of the

Accountant(s) of Auditor(s)

(e) The Chairman.s Address.

(f) Election of Officers and Members of the Executive Committee.

(g) Notices of Motion.

(h) Other Business

8.5 The Annual General meeting of the Club shall be called in the following manner:-

8.5.1 The Executive Committee shall decide upon a date, time and place for the meeting,

allowing adequate time to meet the time limits set out hereunder.

8.5.2 Once the date of the Annual General Meeting has been fixed, the Secretary shall give at
least twenty-eight days notice in writing to the members of such date, at the same

time inviting nominations for election to the Executive Committee for the following

year and motions for consideration at the Annual General meeting, also specifying

that such nominations and motions shall be received by him by a date not less than

twenty one days prior to the date fixed for the meeting.

8.5.3 The Secretary shall then, on or after the date specified for return to him of such

Nominations and Motions, but so as to give the members ten days clear notice before

the meeting, circulate to the members the following documentation:-

(a) Copy of the Agenda for the meeting.

(b) Copy of the Annual Report of the Secretary.

or Auditor(s)

(d) Details of the Nominations for election to the Executive Committee.

(e) Copies of any motions for consideration at the meeting.

8.6 In the event of the number of Nominees for any particular Executive Committee

position being equal to or less than the number of positions to be filled, such Nominees shall
be declared elected, and any positions left unfilled, due to the lack of Nominees or Nominees
withdrawing, shall be filled by the new Executive Committee, as soon as practical after the
Annual General Meeting.

8.7 A Special General Meeting may be called by the Executive Committee at any time,

provided ten days clear notice, in writing, shall be given to the members, specifying the

purpose of such Special General Meeting,

8.8 The Executive Committee shall call a Special General Meeting for a date not more than
twenty eight days from the receipt by the Executive Committee of a requisition, in writing,
signed by twelve members of the Club, and ten clear days notice, in writing, shall be given to
the Members.

8.8.1 Such Requisitions by members of the Club shall set out the purpose for which the
Special General Meeting is required, and shall be lodged with the Secretary.

8.8.2 If the Special General Meeting is not called for a date within the twenty eight days

stipulated, then the Requisitoners may themselves convene a Special General Meeting, if

necessary using newspaper advertisements to notify the members of such meeting.

8.9 No other business, outside that specified in the Notice, shall be transacted at a Special

General Meeting.

8.10 No business shall be transacted at any General Meeting unless a quorum of members is
present at the time when the meeting proceeds to business. Save as herein otherwise

provided, twenty per cent of Full Members eligible to vote shall be a quorum at a

General Meeting.

8.11 If within half an hour after the time appointed for a General Meeting, a quorum of

members is not present, the meeting if convened on the requisition of members shall be

dissolved; in any other case it shall stand adjourned to the same day in the following

week, at the same time and place; and if at the reconvened meeting a quorum of

members is not present within half an hour after the time appointed for the meeting, the

members then present shall be a quorum.

8.12 The Chairman, and failing him the Vice-Chairman, shall preside as Chairman at every
General Meeting of the Club.

8.13 If there is no such Chairman, or if at any meeting he is not present within thirty minutes
after the time appointed for the holding of the meeting, the members then present shall
choose someone of their number who is a member of the Executive Committee to be
Chairman of the meeting, and if there shall be no Member of the Executive Committee
present, then the members shall elect any one of their number to be Chairman of the Meeting.

8.14 The Chairman may, with the consent of the meeting, adjourn the meeting from time to
time and from place to place, but no business shall be transacted at any reconvened

meeting other than the business left unfinished at the meeting from which the

adjournment took place.

8.15 Failure to comply strictly with the time limits set out in this Constitution and Rules or
the non receipt of Notice of a Meeting by any persons entitled to receive notice shall not inv
ali date the proceedings at that meeting, but shall entitle the majority of members

present to seek and be granted an adjournment of the meeting to such date by which

they would be given an adequate time to be furnished with and consider the contents of

any relevant documentation.

VOTING

9.1 Only Full Members, whose membership fees are paid up to date in accordance with Rule
6.2, and who are not suspended or disqu ali fied under this Constitution and Rules, shall be
eligible to vote at a General Meeting.

9.2 A Chairman of a General Meeting, Executive Committee meeting or any Sub-Committee
meeting shall, in the event of a tie, whether on a show of hands or on a ballot, have a casting
vote in addition to his vote as a member, other than for the election to any position, when the
outcome in the event of a tie shall be decided by lot.

9.3 At any General Meeting a resolution put to the vote of the meeting shall be decided on the
show of hands, unless, before or on the declaration of the result of the show of hands, a ballot
is demanded:-

(a) by the Chairman

(b) by at least five members present and entitled to vote.

9.4 Unless a ballot is so demanded, a declaration by the Chairman that a resolution has on the
show of hands been carried, or carried unanimously, or by a particular majority, or lost, shall
be final, and an entry to that effect in the book containing the minutes of proceedings of the
Club shall be conclusive evidence of the fact, without proof of the number or proportion of
the votes in favour of or against such resolution.

9.5 If a ballot is so demanded, the same shall be taken in such manner as the Chairman
directs, and the result of the ballot shall be deemed to be the decision of the meeting at which
the ballot was demanded.

9.6 A Secret Ballot shall be carried out to decide the result of any contest for any elective
position.

10 BOOKS AND ACCOUNTS

10.1 The Executive Committee shall open a Bank Account or Accounts with an approved
Bank on behalf of the Club, and all cheques drawn on the said account shall be signed by the
Treasurer and countersigned by one of either the Chairman or Secretary.

10.2 The Executive Committee shall cause proper Books of Account to be kept in respect of:-

(a) All sums of money received and expended by the Club, and the matters in respect of

which such receipts and expenditures take place; and

(b) All Sales and Purchases of goods by the Club; and

10.3 The Books of Account shall be kept at such place or places as the Executive Committee
shall think fit, and shall at all reasonable times be open to the inspection of the members of
the Executive Committee.

10.4 The Executive Committee shall from time to time determine whether and to what extent
and at what times and places, and under what conditions and regulations, the Accounts and
Books of the Club, or any of them shall be open to the inspection of Full Members of the
Club not being an Executive Committee member, and no member (not being an Executive

Committee Member) shall have any right of inspection of any Account or Book or Document
of the Club except as authorised by the Executive Committee.

10.5 An independent suitably qu ali fied Person or Persons shall be appointed as
Accountant(s) to independently verify the accounts and to Report on the Financial Statements
of the Club, for presentation at the Annual General Meeting.

10.6 The Books and Accounts of the Club shall be presented to such Accountant(s) or
Auditor(s) by the Committee in sufficient time to enable the Report of such Accountant(s) or
Auditor(s) to be available and considered at the Annual General Meeting of the Club.

10.7 The Financial Statements shall be approved by the Executive Committee, and signed by
two of three Officers ¨C Chairman, Secretary, Treasurer ¨C on behalf of the Executive

Committee.

10.8 The Executive Committee shall cause to be prepared and laid before the Annual General
Meeting an Account of Income and Expenditure and a Balance Sheet made up to a date not
more than six months before such meeting.

10.9 The Balance Sheet and Accounts of the Club shall be made available to the Revenue

Commissioners, on request.

10.10 All Books of Account, including all documents, vouchers, statements and notes, as well
as all minute books, notes of meetings, original and copy correspondence and all such
documents are the property of the Club, and no person shall have any personal title to or
interest in such documents to the exclusion of the Club.

10.11 The Club shall define the End of the Financial Year of the Club.

INCOME AND PROPERTY

11.1 No portion of the Income and Property of the Club shall be paid or transferred directly
or indirectly by way of profit, dividend, bonus or otherwise howsoever to the Members of the
Club.

11.2 No Officer shall be appointed to any Office within the Club paid by salary or fees, or
receive any remuneration or other benefit in money or money.s worth from the Club in
respect of such Office, provided however nothing shall prevent any payment in good faith by
the Club of:-

(a) reasonable and proper remuneration to any Member or Officer of the Club for any

services rendered to the Club (other than as an Officer);

(b) reasonable and proper remuneration to any company of which a Member or Officer of

the Club is a director or shareholder, for any services rendered to the Club; (c) reasonable and
proper rent for premises demised and let by Officers or other

Members of the Club (including any Officer) to the Club;

(d) reasonable and proper out of pocket expenses incurred by any Officer in connection

with their attendance to any matter affecting the Club;

(e) fee.s, 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.

ADDITIONS TO AND AMENDMENTS OF RULES

12.1 Additions to and Amendments of this Constitution and Rules may be made at an Annual
General Meeting or at a Special General Meeting called for that purpose, providing that the
Resolution proposing same is carried by a vote of two-thirds of the members present and
voting.

12.2 Members wishing to propose Additions to or Amendments of this Constitution and
Rules must send notice of the proposed Additions or Amendments in writing to the Secretary
not later than fourteen days before the Annual General Meeting, or Special General Meeting
as provided by Rule 8.5.2 hereof.

INTERPRETATION OF CLUB CONSTITUTION AND RULE S

13. The Executive Committee shall be the sole authority for the Interpretation of these rules
Club Constitution and Ri and of any byelaws and regulations made herein; and the decision
of the Executive Committee upon any question of interpretation, or upon any matter affecting
the Club and not provided for, shall be final and binding on the members.

GENERAL

14.1 A Notice may be given by the Club to any Member either personally or by sending it by
post or electronically to him at his last known address.

14.2 Where a Notice is sent by post, service of this Notice shall be deemed to be effected by
properly addressing, prepaying and posting a letter containing the Notice, and shall be
deemed to have been effected at the time which the letter would be delivered in the ordinary
course of post.

14.3 The failure to give notice of any meeting or the non-receipt of notice of a meeting by
any person entitled to receive notice shall not inv ali date the proceedings at that meeting.

14.4 This Constitution and Rules shall be taken as an amendment of and in substitution for
any existing Constitution and Rules of _
Shanghai Saints & Sirens G.A.A. Club as of the ____ day of _____.

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