GBWKF Constitution

INDEX TO THE ARTICLES

INTERPRETATION

  1. Defined Terms

COMMUNITY INTEREST COMPANY AND ASSET LOCK

  1. Community Interest Company
  2. Asset Lock
  3. Not for Profit

OBJECTS, POWERS AND LIABILITY

  1. Objects
  2. Powers
  3. Liability of Members

DIRECTORS

  1. Directors’ General Authority
  2. Members’ Reserve Power
  3. Chair
  4. Directors May Delegate
    Executive Committee
    11B. Composition and Eligibility
    11C. Voting Safeguard for Association-Specific Decisions
    11D. Powers of the Executive Committee
    11E. Meetings and Decision-Making of the E/C
    11F. Discipline and Safeguards

DIRECTORS’ DECISION-MAKING

  1. Directors’ Decisions
  2. Calling a Directors’ Meeting
  3. Participation
  4. Quorum
  5. Chairing
  6. Voting
  7. Decisions Without a Meeting
  8. Conflicts of Interest
  9. Authorising Conflicts
  10. Register of Directors’ Interests

APPOINTMENT AND RETIREMENT OF DIRECTORS

  1. Appointment
  2. Termination
  3. Directors’ Remuneration
  4. Directors’ Expenses

LEGAL MEMBERS OF THE COMPANY (CIC MEMBERSHIP)

  1. Becoming a Member
  2. Termination of Membership

FEDERATION MEMBERSHIP (NON-LEGAL MEMBERSHIP)

27A. Categories of Federation Membership

27B. Provisional Membership

27C. Full Membership

27D. Honorary Membership

27E. Eligibility Criteria

27F. Suspension and Removal

27G. Register of Federation Members

MEMBERS’ DECISION-MAKING

  1. Members’ Meetings
  2. Written Resolutions

ADMINISTRATION

  1. Communications
  2. Irregularities
  3. Minutes
  4. Records and Accounts
  5. Indemnity
  6. Insurance
  7. Exclusion of Model Articles

SCHEDULE

Interpretation

 

THE COMPANIES ACT 2006

ARTICLES OF ASSOCIATION OF [GB WUSHU KUNGFU FEDERATION] CIC

INTERPRETATION

  1. Defined Terms

1.1 The defined terms and rules of interpretation are set out in the Schedule.

COMMUNITY INTEREST COMPANY AND ASSET LOCK

  1. Community Interest Company

The Company is a community interest company.

  1. Asset Lock

3.1 The Company shall not transfer assets except for full consideration.

3.2 Article 3.1 does not apply to:

(a) transfers to an asset-locked body;

(b) transfers for community benefit.

3.3 Transfers must comply with all restrictions in these Articles.

3.4 On winding up, any remaining assets must be transferred to the body in Article 3.5.

3.5 The specified asset-locked body is: WELLBEING MINDFULNESS MARTIAL ARTS (Charity Number: 1186425) A charity with similar purposes, agreed by the Directors and, where necessary, approved by the Regulator.

 

  1. Not for Profit

4.1 The Company is not carried on for private gain.

4.2 Surpluses shall be applied to community benefit in furtherance of the objects.

 

OBJECTS, POWERS AND LIABILITY

  1. Objects

The Company’s objects are to benefit the community by promoting, developing and supporting Chinese martial arts across the United Kingdom, including Wushu, Kung Fu, Taiji, Sanda, Bingdao and all authentic Chinese martial arts disciplines, through:

5.1 Preservation of authentic Chinese martial arts and cultural heritage.

5.2 Support for clubs, schools and groups through guidance, development and governance.

5.3 Education, training, coach certification and safeguarding programmes.

5.4 Organisation of competitions, national events, workshops and community activities.

5.5 Creation of participation pathways for children, adults and families.

5.6 Provision of governance services including safeguarding, equality, welfare and insurance guidance.

5.7 Promotion of access for underserved communities through martial arts programmes.

5.8 Seeking international recognition and pathways for coaches and athletes.

5.9 Operating within CIC principles, ensuring public benefit and protection of assets.

 

  1. Powers

The Company may do all lawful things necessary to achieve its objects.

  1. Liability of Members

Each Company Member’s liability is limited to £1.

 

DIRECTORS

  1. Directors’ General Authority

The Directors manage the Company.

 

  1. Members’ Reserve Power

Members may direct Directors by special resolution.

 

  1. Chair and Officers

10.1 The Directors may appoint from among themselves a Chair, who may also be known as the President, for such term as they determine.
10.2 The Directors may also appoint from among themselves a Vice President, who shall support the President and may act in their place during absence or incapacity.
10.3 The Directors may remove or replace the Chair, President or Vice President at any time.

 

  1. Directors May Delegate

11.1 Directors may delegate powers to any person or committee.

11.2 Committees may include:

(a) Technical Committee

(b) Safeguarding & Welfare Committee

(c) Competitions & Events Committee

(d) Membership & Club Development Committee

(e) Executive Committee (E/C)

11.3 Delegation does not remove the Directors’ legal responsibility.

 

EXECUTIVE COMMITTEE

11A. Executive Committee (E/C)

The Company shall have an Executive Committee responsible for operational leadership, delivery of programmes, membership management, events and implementation of the Federation’s strategy, subject to the authority of the Directors and these Articles.

 

11B. Composition and Eligibility

11B.1 The Executive Committee shall include the following officer roles, elected by Full Federation Members at a General Meeting:
(a) President
(b) Vice President
(c) Secretary
(d) Treasurer
(e) Additional Executive Members as determined by the Executive Committee or Directors.

11B.2 No more than one representative from the same Group may be elected unless the AGM agrees otherwise, and never more than two.

11B.3 All E/C members must meet eligibility criteria set by the Directors.

11C. Voting Safeguard

Where a matter directly concerns a specific Group, that Group has one vote only, cast by its Head or authorised representative.

11D. Powers of the Executive Committee

Subject to the law and Directors’ directions, the E/C may:

  1. Act in the name of the Federation.
  2. Deliver programmes and implement the objects.
  3. Make levies or membership charges within approved budgets.
  4. Approve affiliation of Groups.
  5. Apply disciplinary measures to Federation Members and licence holders.
  6. Discipline E/C members.
  7. Create and revoke sub-committees.
  8. Co-opt or dismiss individuals for operational purposes.
  9. Set programme budgets within limits authorised by the Directors.

 

11E. Meetings and Decision-Making

11E.1 The E/C meets as required, and at least quarterly.

11E.2 Quorum: three E/C members.

11E.3 Decisions are made by simple majority, subject to Article 11C.

11E.4 Minutes must be provided to the Directors within 14 days.

 

11F. Discipline and Safeguards

11F.1 Discipline must follow Federation procedures.

11F.2 Safeguarding procedures override all other processes where necessary.

 

DIRECTORS’ DECISION-MAKING

(Articles 12–21 remain as in the standard CIC model; unchanged.)

 

APPOINTMENT AND RETIREMENT OF DIRECTORS

(Articles 22–25 unchanged.)

 

LEGAL MEMBERS OF THE COMPANY (CIC MEMBERSHIP)

  1. Becoming a Company Member

The Directors are the Company Members.

  1. Termination of Company Membership

Company Membership ends when the Directorship ends.

 

FEDERATION MEMBERSHIP (NON-LEGAL MEMBERSHIP)

27A. Categories of Federation Membership

The Federation recognises three categories of membership:

(a) Provisional Members

(b) Full Members

(c) Honorary Members

Membership is open only to clubs, schools, associations or groups practising authentic Chinese martial arts.

Individuals are not eligible.

 

27B. Provisional Membership

 

27B.1 Open to Groups practising authentic Chinese martial arts.

27B.2 Admission requires an application and Executive Committee approval.

27B.3 Provisional Membership lasts one year.

27B.4 Provisional Members may access programmes and communications.

27B.5 Provisional Members have no voting rights.

 

27C. Full Membership

 

27C.1 A Provisional Member shall become eligible for Full Membership after completing one full year of Provisional Membership.

27C.2 To qualify for Full Membership, the Group must have a minimum of ten (10) registered students affiliated with the Federation at the time of the AGM.

27C.3 Admission to Full Membership requires:

(a) recommendation by the Executive Committee, and

(b) approval by the Annual General Meeting (AGM).

27C.4 Full Members have the right to:

(a) vote at Federation meetings,

(b) nominate candidates for election, and

(c) stand for election to the Executive Committee.

27D. Honorary Membership

 

27D.1 Honorary Membership may be granted to individuals or Groups providing distinguished service.

27D.2 Honorary Members are elected by a simple majority of the Executive Committee.

27D.3 Honorary Members may be exempt from fees.

27D.4 Honorary Members do not vote unless Directors grant rights in writing.

 

27E. Eligibility Criteria

Groups must:

(a) practise authentic Chinese martial arts,

(b) comply with safeguarding, welfare and governance requirements,

(c) supply required documentation,

(d) comply with Federation policies.

 

The Executive Committee may refuse membership where criteria are not met.

27F. Suspension and Removal

Membership may be suspended or removed where a Group:

 

(a) breaches safeguarding or disciplinary standards,

(b) fails to pay fees,

(c) provides false information,

(d) harms the Federation’s reputation.

 

Groups must receive written notice and may appeal.

27G. Register of Federation Members

The Executive Committee shall maintain a register of all Federation Members.