THE COMPANIES ACT 2006
COMPANY LIMITED BY
GUARANTEE AND NOT HAVING A
The name of the company is Kirkcaldy Rugby Football Club (the “Club”).
2.1 In these Articles:-
"Act" means the Companies Act 2006.
“Board” means the board of Directors of the Club from time to time.
"Charity" means a body which is either a "Scottish charity" within the meaning of section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a "charity" within the meaning of section 1 of the Charities Act 2006, providing (in either case)that its objects are limited to charitable purposes.
“Charitable” and "Charitable Purpose" means a charitable purpose under section7 of the Charities Act which is also regarded as a charitable purpose in relation to the application of the Taxes Acts.
"Charities Act" means the Charities and Trustee Investment (Scotland) Act 2005.
"Director" means a director of the Club from time to time.
“Electronic Communication” means a document or information sent or supplied in electronic form.
"Electronic Form" has the meaning given in section 1168 of the Act.
“Electronic Signature” means, in the case of an electronic communication, authentication in accordance with section 1146 of the Act."Member" means a member of the Club from time to time.
“Nominations Committee” means a committee of four persons (who need not beMembers and one of whom must be the chairman of the Club) chosen by theDirectors from time to time, which has the responsibility of considering and deciding upon any nominations received for the role of Director in accordance with article 15.
"OSCR" means the Office of the Scottish Charity Regulator.
"Property" means any property, heritable or moveable, real or personal, wherever situated. "Subsidiary" has the meaning given in section 1159 of the Act
2.2 Any reference in these articles to a provision of the Act shall be taken to include any statutory modification or re-enactment of that provision which is in force at the time.
2.3 References in these articles to the singular shall be deemed to include the plural and vice versa.
2.4 Expressions referring to ‘writing’ shall, unless otherwise stated, be construed as including references to printing, lithography, photography, electronic and digital reproduction and other means of representing or reproducing words in a visible form.
2.5 The provisions of section 1168 of the Act shall apply in determining whether or not a document or information has been sent in electronic form.
3 Limited Liability
3.1 The liability of the Members is limited.
3.2 Every Member undertakes to contribute such amount as may be required (not exceeding £1.00) to the Club's assets if it should be wound up while they are a member or within one year after they cease to be a member, for payment of theClub's debts and liabilities contracted before they cease to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
This article 4 shall be interpreted as if it incorporates an over-riding qualification limiting the powers of the Club such that any activity which would otherwise be permitted by the terms of the articles may be carried on only if that activity furthers a purpose which is regarded as charitable. Subject to that overriding qualification, the Club is established for charitable purposes only and the Club's principal purposes are for the benefit of the public in Kirkcaldy and the surrounding area:-
4.1 the advancement of public participation in sport; and
4.2 the provision of recreational facilities, or the organisation of recreational facilities, with the object of improving the conditions of life for the persons for whom the facilities or activities are primarily intended.
For the purpose of the Club's objects (but not otherwise) the Club has the following powers:-
5.1 Ownership and preservation of, and access to, the Club's Property
5.1.1 To acquire and take over the whole or any part of the undertaking and liabilities of any organisation or person entitled to any Property or rights suitable for any of the objects of the Club.
5.1.2 To purchase, take on feu, lease, hire, take in exchange, and otherwise acquire any Property and rights which may be advantageous for the purposes of the objects of the Club.
5.1.3 To improve, manage, exploit, develop, turn to account and otherwise deal with all or any part of the undertaking, Property and rights of the Club.
5.1.4 To sell, feu, let, hire, license, lend, give in exchange and otherwise dispose of all or any part of the undertaking, Property and rights of theClub, provided such act is advantageous for the purposes of the objects of the Club.
5.2 Printed and other media
5.2.1 To promote and encourage the objects of the Club by means of the circulation of all forms of printed matter and electronic, digital and other media, and publish, print and sell books, papers, circulars, periodicals, disks, CD ROMs, DVDs, audio and video cassettes or any other appropriate media, and establish, maintain and operate internet web-sites and other platforms for the circulation of electronic, digital and other material and, by means of the organisation of tours, visits, excursions and the like, to encourage the collection and dissemination of knowledge useful for, or conducive to, the objects of the Club.
5.2.2 To arrange, provide and promote conferences, exhibitions, lectures and meetings, and by those means and by wireless, sound and video recording and projecting instruments, computers, the internet and all other forms of electronic, digital and other communication, photographs, exhibitions, libraries and collections of relics, designs, drawings, models, and objects which are of artistic, architectural, scientific, aesthetic or historic interest, to disseminate knowledge useful for, and conducive to, the objects of the Club.
5.3 Financial matters
5.3.1 To lend money and give credit to any person, with or without security, and to grant guarantees and contracts of indemnity on behalf of any person.
5.3.2 To borrow money and give security for the payment of money by, or the performance of other obligations of, the Club or any other person provided that the Club shall not incur borrowings exceeding £25,000 in aggregate without the prior approval of the Members by Ordinary Resolution.
5.3.3 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques and other negotiable or transferable instruments.
5.3.4 To invest funds not immediately required for the purposes of the Club's activities in such investments and securities (including land in any part of the world) and that in such manner as may from time to time be considered advantageous (subject to compliance with any applicable legal requirement) and to dispose of and vary such investments and securities.
5.3.5 To delegate the management of the Club's investments and securities to a financial expert or firm of financial experts or other suitably qualified person or body.5.3.6To arrange for the Club's investments, securities or other Property to be held in the name of a nominee (being a corporate body registered or having an established place of business in Scotland, England, Wales orNorthern Ireland) under the control of the Members or of an investment manager acting under their instructions and to pay any reasonable fee required.
5.4 Co-operation with others
5.4.1 To oppose or object, either alone or with others, to any application or proceedings which may prejudice the Club's interests.5.4.2To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the Club and to obtain from any such organisation, government or authority any right, privilege or concession.5.4.3To enter into any arrangement for co-operation or mutual assistance with any charitable body, whether incorporated or unincorporated.
5.4.4 To establish, support and/or merge or amalgamate with any association or other unincorporated body having objects altogether orin part similar to those of the Club and to promote any company or other incorporated body formed for the purpose of carrying on any activity which the Club is authorised to carry on.
5.4.5 To subscribe and make contributions to or otherwise support charitable bodies, whether incorporated or unincorporated, and to make donations for any charitable purpose connected with the activities of the Club or with the furtherance of its objects.
5.4.6 To promote any company or other entities to carry on the activities of the Club that might be in the nature of a trade and to transfer any of the trades or operations of the Club to any such company or other entity.
5.4.7 To bring together in conference and work in liaison with representativesof voluntary organisations, local and other statutory authorities and individuals.
5.5.1 To employ staff and obtain professional assistance of all kinds.
5.5.2To recruit, train and support volunteers to promote the objects of the Club.
5.5.3 To remunerate any individual in the employment of, or any person, firm, company or other organisation which has provided services to, theClub and to establish, maintain and contribute to any pension or superannuation fund for the benefit of, and to give or procure the giving of any donation, pension, allowance or remuneration to, and to make any payment for or towards the insurance of, any individual who is or was at any time in the employment of the Club and the spouse, widow/er, relatives and dependents of any such individual; to establish, subsidise and subscribe to any institution, association, club and fund which may benefit any such person.
5.6 Fund raising
5.6.1 To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust for any of the objects of the Club.
5.6.2 To take such steps (by way of personal or written appeals, public meetings, fund raising events or otherwise) as may be deemed expedient for the purpose of procuring contributions to the funds of the Club, whether by way of subscriptions, grants, loans, donations or otherwise.
5.7.1To manufacture, buy, sell, rent, lend, let on hire and deal in all articles and commodities, of whatsoever nature, as may be deemed suitable or desirable for promoting the objects of the Club.
5.7.2 To carry on the business of sale or supply of goods and services(including Property letting, venue hire and event organisation) which can be sold or supplied for the purposes of, or otherwise in connection with, the Club's objects.
5.7.3 To purchase and maintain insurances against all or any losses, damages, risks and liabilities which may affect the Club or its activitiesin any way.
5.7.4 To carry out any of the powers of the Club in any part of the world as principal, agent, contractor, trustee or in any other capacity and throughan agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.5.7.5To do anything which may be incidental or conducive to the attainment of any of the objects of the Club.5.7.6To pay out of the funds of the Club all expenses which the Club maylawfully pay for, or incidental to, the restructuring and registration of, or the raising of money for, the Club.
6 Application of income and Property
6.1 The income and Property of the Club shall be applied solely towards promoting theClub's objects.
6.2 No part of the income or Property of the Club shall be paid or transferred (directly or indirectly) to the Members, whether by way of dividend, bonus or otherwise. For the avoidance of doubt, this does not preclude the reimbursement of any reasonable and proper expenses incurred by the Members for the benefit of the Club.
6.3 No benefit (whether in money or in kind) shall be given by the Club to any Director except:-
6.3.1 repayment of out of pocket expenses; and
6.3.2 reasonable payment in return for particular services actually rendered to the Club (not being of the nature of Director's duties or management of the Club). The prohibition of such payments shall not apply to any payment made in the circumstances permitted by section 67 of the Charities Act.
7.1The Members of the Club shall be:-
7.1.1 the subscribers to the Memorandum of Association; and
7.1.2 all individuals provided they comply with these articles. For the avoidance of doubt, no person shall be refused membership on the grounds of race, colour, creed, religion, gender, sexual preference, impairment or disability.
7.2 Applications for membership shall be in such form as the Directors may from time to time prescribe. The Directors shall be entitled:-
7.2.1 to refuse any application for membership on the grounds that such membership would be prejudicial to the objects of the Club as set out in article 4; and
7.2.2 for good and sufficient reason to refuse renewal of any existing membership or terminate or suspend any membership provided that the member concerned shall have the right to be heard by the board before a final decision is made.
7.3 Any member under suspension shall be barred from taking part in any match or event under the control of the Club.
7.4 Subscription fees may be paid by Members in such amounts and in such frequency as may be determined from time to time by the Directors. 7.5 The Directors shall from time to time, by regulation made by them, specify the classes of membership to which persons may be admitted and the rights and benefits attaching to each class of membership. 7.6 The name of each Member shall be entered in a register of members, and the existence or not of a name within the register of members shall be conclusive evidence of the status of an individual as a Member or not and of the class of membership to which he/she belongs.
8 Termination / Withdrawal from Membership
8.1 Membership shall not be transferable and shall cease:-
8.1.1 On the death of the Member;
8.1.2 If, by notice in writing submitted to the Secretary, that Member (or the Member’s representative) resigns from membership;
8.1.3 If a Member fails to pay the annual subscription when it is due (where applicable); or8.1.4in the circumstances set out in article 7.3 above.
8.2 Any person or organisation who/which wishes to withdraw from membership must give written notice of their withdrawal to the Club, signed by them or (in the case of a corporate body) signed by an appropriate officer of that body.
8.3 An unincorporated body which has nominated an individual for membership may withdraw its nomination at any time by written notice to the Club to that effect, signed by an appropriate office bearer of that body; on receipt of the notice by the organisation, the individual in question shall automatically cease to be a Member of the Club.
9 General Meetings
9.1 The Club shall hold a general meeting in each calendar year (the "AGM").
9.2 All meetings other than the AGM are to be called general meetings.
9.3 The Directors must convene a general meeting if there is a valid requisition by Members (under section 303 of the Act) or a requisition by a resigning auditor (if appointed) (under section 518(2) of the Act).
9.4 Subject to the preceding articles and to the requirements under section 336 of theAct (which lay down the maximum period which can pass before the first annual general meeting and the maximum period between one annual general meeting and the next), the Directors may convene general meetings whenever they think fit.
10 Notice of General Meetings
10.1 At least 14 clear days' notice must be given of all general meetings. For the purposes of this article 10.1 and article 22.3, "clear days" shall be taken to mean that, in calculating the period of notice, the day after the notice is posted, and also the day of the meeting, should be excluded.
10.2 A notice calling a meeting shall:-
10.2.1 specify the time and place of the meeting;
10.2.2 indicate the general nature of any business to be dealt with at the meeting; and
10.2.3 if a special resolution (or a resolution requiring special notice under theAct) is to be proposed, shall also state that fact, giving the exact terms of the resolution.
10.3 Notice of every general meeting shall be given to all the Members and (if there are auditors in office at the time) to the auditors.
10.4 A notice convening an AGM shall specify that the meeting is to be an AGM.
10.5 The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding taken, at any meeting.
11 Proceedings at General Meetings
11.1 No business shall be transacted at any meeting unless a quorum is present. For any general meeting (including an AGM), the quorum shall be not less than 20 Members, present in person or by proxy.
11.2 If within 30 minutes from the time appointed for the holding of a general meeting the quorum required under article 11.1 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 next week, at the same time and place, or at such other place as the Directors may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Members present shall be a quorum.
11.3 The President of the Club shall (if present) preside as chairperson of the meeting. If the President is not present within 30 minutes of the time appointed for holding the meeting, the Directors present shall elect one of their number to act as chair person or, if there is only one Director present and willing to act, they shall be chairperson.
11.4 The chairperson may, with the consent of the meeting at which a quorum is present(and must, if the meeting requests them to do so), adjourn the meeting but not for a period in excess of 30 days. No notice need be given of an adjourned meeting.
11.5 The business of each AGM must include:-
11.5.1 a report on the activities of the Club;
11.5.2 consideration of the annual accounts of the Club;
11.5.3the appointment and reappointment of Directors in accordance with article 15; and
11.5.4 the appointment and re-appointment of an independent examiner or auditor (as required by legislation).
11.6 A resolution put to the vote of a meeting shall be decided on a show of hands unlessbefore the show of hands, or immediately after the result of the show of hands is declared, a secret ballot is demanded by the chairperson, or by at least one third ofthe Members present in person at the meeting.11.7If a secret ballot is demanded in accordance with article 11.6, it shall be taken atonce, and shall be conducted in such manner as the chairperson may direct; the result of the ballot shall be declared at the meeting at which the ballot was demanded.
12 Votes of Members
Each Member shall have one vote which (whether on a show of hands or on a secret ballot)must be given personally or by proxy.
13 Content of Proxy Notices
13.1 Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”) which:- 13.1.1 states the name and address of the Member appointing the proxy;
13.1.2 identifies the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;
13.1.3 is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
13.1.4 is delivered to the Club in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
13.2 The Club may require Proxy Notices to be delivered in a particular form and may specify different forms for different purposes.
13.3 Proxy Notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
13.4 Unless a Proxy Notice indicates otherwise, it must be treated as:-
13.4.1 allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
13.4.2 appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
13.5 Any Member who wishes to appoint a proxy to vote on their behalf at any meeting(or adjourned meeting):-
13.5.1 shall lodge with the Club, at the Club’s registered office, a written instrument of proxy (in such form as the Directors require), signed by them; or
13.5.2 shall send by Electronic Communication to the Club, at such electronic address as may have been notified to the Member by the Club for that purpose, an instrument of proxy (in such form as the Directors require),providing (in either case), the instrument of proxy is received by the Club at the relevant address not less than 48 hours before the time for holding the meeting (or, as the case may be, adjourned meeting).
14 Delivery of proxy votes
14.1 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid Proxy Notice has been delivered to the Clubby or on behalf of that person.
14.2 An appointment under a Proxy Notice may be revoked by delivering to the Club a notice in writing given by or on behalf of the person by whom or on whose behalf theProxy Notice was given.
14.3A notice revoking a proxy appointment only takes effect if it is delivered (or, where sent by Electronic Communication, was received by the Club at the address notified by the Club to the Members for the purpose of Electronic Communications) before the start of the meeting or adjourned meeting to which it relates.
14.4 If a Proxy Notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointors behalf.
15 Appointment of Directors
15.1 Directors shall be appointed to fulfil the roles of:-
15.1.2 Finance and Facilities Director;
15.1.3 Fundraising & Marketing
15.1.5 Visual Communications;
15.1.6 Director for Rugby Development;
15.1.7 Youth Section Director; and
15.1.8 Community Director (to be appointed from and after the Club's second AGM following the date of adoption of these articles),and/or such other roles as the Directors shall determine from time to time, in accordance with this article
15.2 The Directors as at the date of adoption of the articles are:-
15.2.1 David Foster;
15.2.2 Donald Burns;
15.2.3 Colin Falconer;
15.2.4 Ian Gray;
15.2.5 Sarah Jane Bogie;
15.2.6 Carrie-ann Downs;
15.2.7 Ann Oliver;
15.2.8 Stuart Oliver;
Any Directors appointed after the date of adoption of these articles shall be appointed at the AGM in accordance with the procedure set out in articles 15.3 to 15.9 (inclusive) below.
15.3 The Board shall establish the Nominations Committee and shall, no later than six months prior to the proposed date of each AGM, notify the Members in such manner as the Directors shall determine of the proposed make up of the NominationsCommittee for that year.
15.4 The Board shall establish an annual date by which persons seeking appointment asa Director must provide their nomination to the Directors (the “Nomination Date”).A person wishing to be appointed as a Director (a “Nominee”) must submit a nomination form, in a form agreed by the Directors, and a written statement setting out their expertise and what they feel they would bring to the role of Director if elected, together the “Nomination”) by the Nomination Date. It will be at the sole discretion of the Directors whether to accept a Nomination received after theNomination Date. For the avoidance of doubt, a Nominee must be a Member or are presentative of a Member.
15.5 As soon as reasonably practicable following the Nomination Date, and in any event no later than 60 days prior to the date when the next AGM is to be held, theDirectors shall ensure that the Nominations Committee is provided with copies of each Nomination received by the Nomination Date and any additional Nomination received after the Nomination Date which the Directors have decided at their discretion to accept.
15.6 Upon receipt of the Nominations, the Nominations Committee shall convene a meeting, at a date no later than 45 days prior to the next AGM (a “NominationsMeeting”), to consider each Nomination and to choose which Nominee(s), if any, should be put forward for election by the Members at the next AGM. The decision as to which Nominee(s) will be put forward for election shall be made at the sole discretion of the Nominations Committee and will be based upon a number off actors, including the suitability of each Nominee’s expertise and experience to the role of Director.
15.7 There shall be no minimum or maximum number of Nominees which theNominations Committee must put forward for election at an AGM. Any decision of the Nominations Committee shall be final.
15.8 Within five days of the Nominations Meeting, the Nominations Committee shall inform the Directors which Nominees, if any, they have chosen to put forward for election by the Members at the next AGM. The Directors shall then take all reasonable steps to ensure that every Nominee is informed of the outcome of theirNomination. For the avoidance of doubt, the Nominations Committee will not be obliged to state the reasons for any decision it has made in respect of a Nomination.
15.9 The Directors shall ensure that a copy of the written statement prepared by eachNominee referred to in article 15.4 is included within the notice of the AGM sent to each Member and is published on the Club’s notice board.
16 Number of Directors
Unless otherwise determined by special resolution, the minimum number of Directors shall be six and the maximum number of Directors shall be 12.
17 Retirement by Rotation
17.1 A Director who has held office for a period of four consecutive years shall retire at the next AGM, save that those Directors who are Directors as at the date of adoption of these articles may hold office for up to five years.
17.2 At every second AGM following the date of the adoption of these articles, at least two Directors shall retire from office. At the first AGM following the date of the adoption of these articles at least half of the Directors shall retire from office. AnyDirector retiring from office shall be eligible for immediate re-election, provided that no Director shall be entitled to serve for longer than the period prescribed in article 17.1.
17.3 A retiring Director shall be eligible for re-election after two successive two year terms of office but no Director can serve for more than two four year terms.
17.4 If no Directors are obliged to retire in accordance with article 17.1 and no other Director has or other Directors have decided or agreed to retire, the Directors to retire by rotation shall be those who have been longest in office since their last appointment. If any Directors became or were appointed as Directors on the same day those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
17.5 If a Director is required to retire at an AGM by a provision of this article 17, the retirement shall take effect upon the conclusion of the meeting.
18 Disqualification and removal of Directors
18.1 A Director shall vacate office if:-
18.1.1 they cease to be a Director by virtue of any provision of the Act or become prohibited by law from being a Director;
18.1.2 they are sequestrated;
18.1.3 they cease to be a Member;
18.1.4 a registered medical practitioner who is treating the Director gives a written opinion to the Club stating that that the Director has become physically or mentally incapable of acting as a Director and may remain so for more than three months;
18.1.5 they resign office by notice to the Club;
18.1.6 they are absent for a period of more than six months (without permission of the other Directors) from Directors' meetings held during that period and the Directors resolve to remove them from office;
18.1.7 they are, or become, unsuitable to work with vulnerable children or adults as set out in the Protection of Vulnerable Groups (Scotland) Act 2007;
18.1.8 they are removed from office by ordinary resolution (special notice having been given) in pursuance of section 168 of the Act; or
18.1.9 they are required to resign by notice in writing signed by a majority of the other Directors in the circumstances contemplated by section 66(5)of the Charities Act.
19 Directors’ interests
19.1 A Director who has a personal interest in any transaction or other arrangement which the Club is proposing to enter into, must declare that interest at a meeting of the Directors and will be debarred from voting on the question of whether or not theClub should enter into that arrangement and they shall leave the meeting while the matter is discussed.
19.2 For the purposes of article 19.1, a Director shall be deemed to have a personal interest in an arrangement if any partner or other close relative of the Director or any firm of which the Director is a partner or any limited company of which the Director isa substantial shareholder or director (or any other party who/which is deemed to be connected with the Director for the purposes of the Charities Act), has a personal interest in that arrangement.
19.3 Provided that:-
19.3.1they have declared their interest;
19.3.2 they have not voted on the question of whether or not the Club should enter into the relevant arrangement; and 19.3.3 the requirements of article 6.3 are complied with, a Director will not be debarred from entering into an arrangement with the Club in which they have a personal interest (or is deemed to have a personal interest under article 19.2) and may retain any personal benefit which they gain from their participation in that arrangement.
20 Conduct of Directors
Each of the Directors shall, in exercising their functions as a Director, act in the interests of the Club and in particular must:-
20.1seek, in good faith, to ensure that the Club acts in a manner which is in accordance with its objects;
20.2 act with the care and diligence which it is reasonable to expect of a person who is managing the affairs of another person;
20.3 in circumstances giving rise to the possibility of a conflict of interest between theClub and any other party:-
20.3.1 put the interests of the Club before that of the other party, in taking decisions as a Director;
20.3.2 where any other duty prevents them from doing so, disclose the conflicting interest to the Club and refrain from participating in any discussions or decisions involving the other directors with regard to the matter in question; and
20.4 ensure that the Club complies with any direction, requirement, notice or duty imposed on it by the Charities Act.
21 Powers of Directors
21.1 Subject to the provisions of the Act, the Charities Act and these articles and to any directions given by special resolution, the business of the Club shall be managed by the Directors who may exercise all the powers of the Club.
21.2 A meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
22 Proceedings of Directors
22.1 Subject to the provisions of these articles, the Directors may regulate their proceedings as they think fit.22.2Any Director may call a meeting of the Directors or request the secretary to call a meeting of the Directors.
22.3 Directors' meetings shall take place not less than 10 times in each calendar year and, subject to article 22.4, at least 7 clear days’ notice must be given to the Directors of a meeting.
22.4 In the event of an emergency or with the agreement of all Directors, the chairperson may call a Directors' meeting on less than 7 clear days' notice.
22.5 Unless they are unwilling to do so, the President shall preside as chairperson at every meeting of Directors at which they are present. If the President is unwilling to act as chairperson, or is not present within 15 minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairperson of the meeting.
22.6 Questions arising at a meeting of the Directors shall be decided by a majority of votes. In the case of an equality of votes, the chairperson shall have a second or casting vote.
22.7 The quorum for the transaction of the business of the Directors shall be fourDirectors present in person. The continuing Directors or a sole continuing Director may act notwithstanding vacancies, but if the number of remaining Directors is less than the number fixed as the quorum, they may act only for the purpose of filling vacancies or of calling a general meeting.
22.8 For the avoidance of doubt, the Directors shall be free to invite any person or representative of an organisation (regardless of whether they are a Member) to attend Directors’ meetings and to present their views to the Directors, from time to time. Such person shall not be considered to be a Director and shall not be entitled to vote at any meeting at which they are present.22.9Any Director may validly participate in a meeting of Directors through the medium of a conference telephone or similar form of communication equipment provided that all persons participating in the meeting are able to hear and speak to each other throughout such meeting. A person so participating shall be deemed to be present in person at the meeting and shall accordingly be counted in a quorum and be entitled to vote. Subject to the Act, all business transacted in such manner by theDirectors or a committee of the Directors shall for the purpose of these articles be deemed to be validly and effectively transacted at a meeting of the Directors or a committee of the Directors notwithstanding that a quorum of Directors is not physically present in the same place. Such a meeting shall be deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the chairperson of the meeting then is.
23 Delegation to committees of Directors and holders of offices
23.1 The Directors may delegate any of their powers to any such Director or committee consisting of one or more Directors and such other persons (who need not beDirectors) as the Directors shall approve.
23.2 Any delegation of powers under article 23.1 may be made subject to such conditions as the Directors may impose and may be revoked or altered.
The Directors shall ensure that minutes are made (in books kept for the purpose) of all proceedings at general meetings, meetings of the Directors, and meetings of committees of Directors. A minute of a meeting of Directors or of a committee of Directors shall include the names of the Directors present and the minutes of each meeting shall be signed by the chairperson of that meeting. Once approved copies of all minutes of the Directors and its committees, redacted where appropriate to do so, will be published on the Club’s noticeboard.
25.1 Any information or document may be served on or sent or delivered to any Member by the Club either:-
25.1.1 personally or by sending it through the post addressed to the Member at a registered address or by leaving it at that address addressed to the Member; or
25.1.2 where so permitted by these articles, by sending it using Electronic Communications to an address notified by the Member concerned to the Club for that purpose in accordance with the Act or by any other means agreed by the Member concerned.
25.2 Any notice or document:-
25.2.1 if sent by the Club by post, shall be deemed to have been served or delivered on the day following that on which it was put in the post and, in proving service or delivery, it shall be sufficient to prove that the notice or document was properly addressed, prepaid and put in the post;
25.2.2 not sent by post but left by the Club at a registered address or at an address (other than an address for the purposes of ElectronicCommunications) notified to the Club in accordance with these articles by a person who is a member shall be deemed to have been served or delivered on the day it was so left;
25.2.3 sent by the Club using Electronic Communications shall be deemed to have been received in accordance with the Act; and25.2.4served, sent or delivered by the Club by any other means authorised in writing by the member concerned shall be deemed to have been served, received or delivered when the Club has carried out the action it has been authorised to take for that purpose.
26 Financial matters
26.1 Any bank account in which any part of the assets of the Club is deposited shall indicate the name of the Club. All cheques, orders and other instructions in whatever form for the payment of money from such account shall require to be authorised in accordance with financial regulations adopted by the board from time to time.
26.2 The financial year of the Club shall run from 1 April to 31 March, or such other date as the Directors may from time to time decide.
26.3 The Directors must ensure that proper accounting records are kept, in accordance with all applicable statutory requirements.
26.4 The board must prepare annual accounts, complying with all relevant statutory requirements and shall have these annual accounts independently examined or audited as required under any statutory provisions in force from time to time. If the independent examiner appointed at the AGM in accordance with article 11.5.4 ceases to hold that appointment during the period between AGMs, the Directors shall have the power to appoint a replacement examiner to hold office until the next AGM.
27 Winding up
27.1 If on the winding-up of the Club any Property remains after satisfaction of all theClub's debts and liabilities, such Property shall be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are altogether or in part similar to the objects of the Club and whose constitution restricts the distribution of income and assets among members to an extent at least as great as does article 6.
27.2 Any body to which Property is transferred under article 27.1 shall (subject always to the terms of any agreement between the Club and any other charitable body or bodies of the type referred to in article 27.1 in terms of which the Club has agreed to transfer any Property or asset to that charitable body or those charitable bodies) be determined by the Members at or before the time of dissolution or, failing such determination, by such court as may have or may acquire jurisdiction.
27.3 For the avoidance of doubt, a body to which Property is transferred under this article may be a Member.
27.4 To the extent that effect cannot be given to the provisions of articles 27.1 to 27.3(inclusive), the relevant Property shall be applied to some other charitable object or objects.
28 Indemnity and Liability Insurance
28.1 Subject to the provisions of the Act but without prejudice to any indemnity to which aDirector may otherwise be entitled, every Director and other officer and (if appointed) the auditor of the Club shall be indemnified out of the assets of the Club against any loss or liability which they may sustain or incur in connection with the execution of the duties of their office including, without prejudice to that generality, any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted or in connection with any application in which relief is granted to them by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club.
28.2 The Directors shall have the power to purchase and maintain insurance for the benefit of any persons who are or were at any time a Director, the auditor, the secretary or any other officer of the Club or a Director of any pension fund for the benefit of any employees of the Club, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Club.
THE COMPANIES ACT 2006