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THE COMPANIES ACTS 1985, 1989 AND 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
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SEFTON RUGBY UNION FOOTBALL CLUB
(as amended on 16th July 2013)
INDEX TO THE ARTICLES
1. Defined terms 1
2. Objects 5
3. Powers 7
4. Liability of members 8
5. Directors' general authority 8
6. Directors may delegate 9
7. Committees 9
8. Directors to take decisions collectively 10
9. Unanimous decisions 10
10. Calling a meeting of the Board 10
11. Participation in meetings of the Board 11
12. Composition of the Board and Quorum 12
13. Chairing of meetings of the Board 12
14. Casting vote 13
15. Conflicts of interest 13
16. Records of decisions to be kept 15
17. Directors' discretion to make further rules 15
18. Methods of appointing directors 16
19. Elected Directors 17
20. Termination of director's appointment 17
21. Directors' remuneration 18
22. Directors' expenses 18
23. Chairman 19
24. Secretary 19
25. Director of Finance 19
26. Elections 20
27. Casual Vacancies 20
28. Applications for membership 20
29. Conditions of membership 21
30. Termination of membership 22
31. Annual General Meetings 23
32. Attendance and speaking at general meetings 24
33. Quorum for general meetings 24
34. Chairing general meetings 25
35. Attendance and speaking by non-members 25
36. Adjournment 25
37. Voting: general 26
38. Errors and disputes 27
39. Poll votes 27
40. Content of proxy notices 28
41. Delivery of proxy notices 29
42. Amendments to resolutions 29
43. Means of communication to be used 30
44. No right to inspect accounts and other records 31
45. Indemnity 31
46. Insurance 31
47. Rules 32
48. Alterations to these Articles 32
49. Dissolution 33
THE COMPANIES ACTS 1985, 1989 AND 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
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SEFTON RUGBY UNION FOOTBALL CLUB __________________________________________
DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined terms
1.1 In these Articles, unless the context requires otherwise:
"the 2006 Act" means the Companies Act 2006 as modified by statute or re-enacted from time to time;
"Articles" means these articles of association, as may be amended from time to time;
"bankruptcy" includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
"Board" means the board of directors of the Club established from time to time in accordance with Article 18, the members of which are the directors of the Club for the purposes of the Companies Acts;
"Chairman" means the person elected from time to time in accordance with these Articles as the chairman of the Club;
"clear days" means a period of days exclusive of the day on which the notice is served and of the day for which it is given;
"chairman of the meeting" has the meaning given in Article 23;
"Club" means the above named company;
"Companies Acts" means the Companies Acts (as defined in section 2 of the 2006 Act), in so far as they apply to the Club;
"Constituent Body" means the Constituent Body of the RFU to which the Club is from time to time affiliated and which at the date of incorporation is Lancashire County RFU;
"director" means a director of the company, and includes any person occupying the position of director, by whatever name called;
"document" includes, unless otherwise specified, any document sent or supplied in electronic form;
"Elected Director" means a director elected in accordance with Article 18.2.4;
"electronic form" has the meaning given in Section 1168 of the 2006 Act;
"general meeting" means an annual general meeting or other general meeting of the Club;
"hard copy form" has the meaning given in Section 1168 of the 2006 Act;
"the IRB" means the international governing body for rugby union, which at the date of incorporation is the International Rugby Board;
"Life Member" means a member who is appointed as a life member pursuant to Article 31.2.5;
"member" means the persons admitted to the membership of the Club in accordance with Article 28 and any Rules from time to time in force;
"Non-Voting Members" means all members of the Club other than the Voting Members and who shall not be members for the purposes of the Companies Acts;
"ordinary resolution" has the meaning given in Section 282 of the 2006 Act;
"participate" in relation to a directors' meeting, has the meaning given in Article 11;
"President" means the person from time to time elected in accordance with these Articles as the president of the Club;
"proxy notice" has the meaning given in Article 40.1;
"the RFU" means the Rugby Football Union (an Industrial & Provident Society with registered number 27981R which is the governing body of rugby union within England) of Rugby House, Rugby Road, Twickenham, Middlesex TW1 1DS;
"Rules" means the rules and regulations of the Club made by the Board or by the Club in general meeting, as amended from time to time;
"Secretary" means the secretary of the Club appointed from time to time in accordance with these Articles;
"special resolution" has the meaning given in Section 283 of the 2006 Act;
"subsidiary" has the meaning given in Section 1159 of the 2006 Act;
"Voting Members" means the members of the Club who, under these Articles, are entitled to receive notice of, attend and vote at general meetings and who are members of the Club for the purposes of the Companies Acts; and
"writing" means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
1.2 Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the 2006 Act.
1.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations.
1.4 For the purposes of Section 20 of the 2006 Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.
2.1 The objects for which the Club is established ("Objects") are:
2.1.1 principally to provide facilities for rugby union and generally to promote, encourage and facilitate the playing of rugby union in the area of Liverpool and adjacent districts and amongst the community;
2.1.2 to acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as Sefton RUFC (or Sefton Rugby Union Football Club) and to indemnify the said unincorporated association, its officers, members, and members of any of its sub-committees against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of Sefton RUFC (also known as Rugby Union Football Club) and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Sefton RUFC and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;
2.1.3 to provide and maintain Club premises and club-owned rugby equipment for the use of its members (without discrimination);
2.1.4 to provide other ordinary benefits of an amateur sports club as set out in Schedule 18 of the Finance Act 2002 including without limitation provision of suitably qualified coaches, coaching courses, insurance, medical treatment and post-match refreshments;
2.1.5 to sell or supply food and/or drink and provide other activities as a social adjunct to the sporting purposes of the Club;
2.1.6 to obtain funding for the activities of the Club by collecting entrance fees, membership subscriptions, and match fees, by obtaining sponsorship and other available funding;
2.1.7 to promote amateur rugby within the Club;
2.1.8 to affiliate to the RFU (through the membership of the Club's nominee to the RFU, such nominee to be the Secretary or another officer of the Club approved by the RFU) and to affiliate to the Constituent Body designated to it by the RFU;
2.1.9 to comply with and uphold the rules and regulations of the Constituent Body, the RFU and the IRB as amended from time to time and the rules and regulations of any body to which the RFU is affiliated;
2.1.10 to acquire, establish, own, operate and turn to account in any way for the members' benefit the rugby union facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;
2.1.11 to make rules, regulations, bye-laws and standing orders concerning the operation of the Club including without limitation regulations concerning disciplinary procedures that may be taken against the members;
2.1.12 to discipline the members where permitted by its Rules and to refer its members to be disciplined by the RFU or the Constituent Body (as appropriate) where so required by the rules and regulations of the RFU or the Constituent Body (as the case may be);
2.1.13 to undertake and execute charitable trusts relating to the activities of the Club;
2.1.14 to make donations or offer support to rugby union clubs which are charities or community amateur sports clubs; and
2.1.15 to do all such other things as shall be thought fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated in this Article 2.
3.1 The Club shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects ("the Powers").
3.2 The income and property of the Club shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the members of the Club or third parties other than other registered community amateur sports clubs or charities. No member shall be paid a salary, bonus fee or other remuneration for playing for the Club.
3.3 Nothing in Article 3.2 shall prevent the payment in good faith by the Club:
3.3.1 to any director, committee or sub-committee member of reasonable and proper out-of-pocket expenses;
3.3.2 of interest on money lent by a member of the Club or its directors at a commercial rate of interest;
3.3.3 of reasonable and proper rent for premises demised or let by any member of the Club or by any director; or
3.3.4 of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the directors (or any of them) in relation to the Club; or
3.3.5 other payments as are permitted by these Articles.
4. Liability of members
4.1 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Club in the event of its being wound up while he is a member or within one year after he ceases to be a member, for any of the items set out in Article 4.2.
4.2 The items for which the members undertake to contribute are:
4.2.1 payment of the Club's debts and liabilities contracted before he ceases to be a member;
4.2.2 payment of the costs, charges and expenses of winding up; and
4.2.3 adjustment of the rights of the contributories among themselves.
DIRECTORS' POWERS AND RESPONSIBILITIES
5. Directors' general authority
5.1 Subject to these Articles, any Rules made pursuant to them and the Companies Acts, the Board is responsible for the management of the Club's business, for which purpose it may exercise all the powers of the Club.
5.2 No Rule made by the Club in general meeting pursuant to Article 48 shall invalidate any prior act of the Board which would have been valid if such Rule had not been made.
6. Directors may delegate
6.1 Subject to these Articles, the Board may delegate any of the powers which are conferred on it under these Articles:
6.1.1 to such person or committee;
6.1.2 by such means (including by power of attorney);
6.1.3 to such an extent;
6.1.4 in relation to such matters or territories; and
6.1.5 on such terms and conditions;
6.1.6 as it thinks fit.
6.2 All acts and proceedings delegated under Article 6.1 shall be reported to the Board in due course.
6.3 If the Board so specifies, any such delegation may authorise further delegation of the Board's powers by any person to whom they are delegated.
6.4 The Board may revoke any delegation in whole or part, or alter its terms and conditions.
7.1 Committees to which the Board delegates any of its powers must follow procedures which are based as far as they are applicable on those provisions of these Articles which govern the taking of decisions by the Board.
7.2 The Board may make rules of procedure for all or any committees, which prevail over rules derived from these Articles if they are not consistent with them.
7.3 The quorum for meetings of any sub-committee formed pursuant to the provisions of the Articles shall be three.
DECISION-MAKING BY DIRECTORS
8. Directors to take decisions collectively
Any decision of the Board must be either a majority decision or a decision taken in accordance with Article 9.
9. Unanimous decisions
9.1 A decision of the Board is taken in accordance with this Article when all eligible directors indicate to each other by any means that they share a common view on a matter.
9.2 Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
9.3 References in this Article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the Board.
9.4 A decision may not be taken in accordance with this Article if the eligible directors would not have formed a quorum at such a meeting.
10. Calling a meeting of the Board
10.1 The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that at least six such meetings shall be held in each year.
10.2 The Board shall report on their activities to the members at the annual general meeting.
10.3 Any director may call a meeting of the Board by giving notice of the meeting to the directors or by directing the Secretary to give such notice.
10.4 Notice of any meeting of the Board must indicate:
10.4.1 its proposed date and time;
10.4.2 where it is to take place; and
10.4.3 if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
10.5 Notice of a meeting of the Board must be given to each director, but need not be in writing. A director who is absent from Great Britain shall be entitled to notice of a meeting if he has provided a valid email address.
11. Participation in meetings of the Board
11.1 Subject to these Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:
11.1.1 the meeting has been called and takes place in accordance with these Articles, and
11.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
11.2 In determining whether directors are participating in a meeting of the Board, it is irrelevant where any director is or how they communicate with each other.
11.3 If all the directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
12. Composition of the Board and Quorum
12.1 At a meeting of the Board, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
12.2 The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, but it must never be less than three, and unless otherwise fixed it is three.
12.3 Subject to Article 12.4, the Board may act notwithstanding any vacancy in their body.
12.4 If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:
12.4.1 to fill a casual vacancy arising among the directors in accordance with Article 27
12.4.2 to admit members to the Club.
13. Chairing of meetings of the Board
13.1 The Chairman shall be chairman of the Board. The Chairman shall preside as chairman at all meetings of the Board at which he shall be present.
13.2 If at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the meeting or he is not willing to preside, the members of the Board present shall choose one of their number to be chairman of the meeting. The person so appointed for the time being is known as the chairman.
14. Casting vote
14.1 If the numbers of votes for and against a proposal are equal, the Chairman or other director chairing the meeting of the Board has a casting vote.
14.2 Article 14.1 shall not apply to give a casting vote to the Chairman or other director chairing the meeting (as appropriate) if, in accordance with these Articles, the Chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
15. Conflicts of interest
15.1 Subject to Article 15.2, if a proposed decision of the Board is concerned with an actual or proposed transaction or arrangement with the Club in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
15.2 The prohibition under Article 15.1 shall not apply when:
15.2.1 the Board approves the director counting towards the quorum and voting on the transaction or arrangement notwithstanding such interest;
15.2.2 the director need not declare an interest pursuant to Section 177 or 182 of the 2006 Act; or
15.2.3 the director's conflict of interest arises from a permitted cause.
15.3 For the purposes of Article 15.2, the following are "permitted causes":
15.3.1 a guarantee, security or indemnity given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the Club or any of its subsidiaries (if any);
15.3.2 subscription, or an agreement to subscribe, for securities of the Club or any of its subsidiaries (if any), or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
15.3.3 arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of the Club or any of its subsidiaries (if any) which do not provide special benefits for directors or former directors.
15.4 For the purposes of this Article 15, references to proposed decisions and decision-making processes include any meeting of the Board or part of a meeting of the Board.
15.5 Subject to Article 15.6, if a question arises at a meeting of the Board or of a committee of the Board as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting whose ruling in relation to any director other than himself is to be final and conclusive.
15.6 If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
15.7 A director may vote, and count towards the quorum, in regard to any transaction or arrangement in which he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the interests of the Club only where such matter has been authorised by the Board in accordance with Section 175 of the 2006 Act.
16. Records of decisions to be kept
16.1 The Board must ensure that the Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Board and by the Club at general meeting.
16.2 Any such records, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
16.3 Any such records shall be circulated to all members of the Board.
17. Directors' discretion to make further rules
17.1 Subject to those Rules to be made, varied or revoked by the Voting Members in general meeting in accordance with Article 47 below, the Board shall have the power to make, vary and revoke the Rules including, but not limited to, Rules:
17.1.1 creating regulations, standing orders and/or bye-laws for the better administration of the Club and to regulate the function, role and operation of committees to assist the board in the better administration of the Club;
17.1.2 setting or adopting such other regulations or policies, including for example child protection and equity policies, as the board thinks fit; and
17.1.3 in relation to licensable activities of the Club,
provided that nothing in those Rules shall prejudice the Club's status as a Community Amateur Sports Club under Schedule 18 Finance Act 2002 and provided that the said Rules shall be consistent with these Articles and the Companies Acts.
APPOINTMENT OF DIRECTORS
18. Methods of appointing directors
18.1 The number of directors shall be not less than six and shall be subject to a maximum of twelve.
18.2 The members of the Board shall be:
18.2.1 the Chairman;
18.2.2 the Secretary;
18.2.3 the Director of Finance;
18.2.4 up to seven (or such lower number as the Board shall from time to time decide) Elected Directors; and
18.2.5 such other persons (if any) as the Board may from time to time in its sole discretion co-opt to the Board until the next annual general meeting, provided that the total number of directors at any one time shall not exceed the maximum number (if any) fixed by these Articles. Co-opted directors shall be entitled to vote at the meetings of the Board.
18.3 The first directors of the company shall be those directors notified to Companies House as the first directors. The first officers of the company shall be those officers elected at the AGM of the unincorporated association prior to incorporation.
18.4 The first directors shall retire at the next general meeting after incorporation, which will take place within one year of that date.
18.5 All acts carried out in good faith at any meeting of the Board or of any sub-committee, or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person be as valid as if every such person had been duly appointed or had duly continued in office.
19. Elected Directors
At the annual general meeting each year, the Elected Directors shall retire and shall be eligible for re-election in accordance with these Articles. The election for the office of Elected Directors shall be conducted in accordance with Article 26.
20. Termination of director's appointment
20.1 Without prejudice to the provisions of Section 168 of the 2006 Act, a person shall cease to be a director of the Club as soon as:
20.1.1 that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
20.1.2 a bankruptcy order is made against that person;
20.1.3 a composition is made with that person's creditors generally in satisfaction of that person's debts;
20.1.4 a registered medical practitioner who is treating that person gives a written opinion to the Club stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
20.1.5 by reason of that person's mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
20.1.6 that person shall without sufficient reason for more than three consecutive Board meetings have been absent without permission of the Board and all other members of the Board resolve that his office be vacated;
20.1.7 being a Chairman, Secretary or Director of Finance, that person ceases to be a Chairman, Secretary or Director of Finance;
20.1.8 that person ceases to be a member; or
20.1.9 notification is received by the Club from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
20.2 A Chairman, Secretary or Director of Finance who is removed from office as a director of the Board for whatever reason shall be deemed to have resigned from office and the vacancy shall be filled in accordance with these Articles.
21. Directors' remuneration
21.1 The Club shall not employ any director of the Club to provide any services outside the scope of the ordinary duties of a director and shall not pay any director any remuneration in relation to his role on the Board.
21.2 Unless the Board decides otherwise, directors are not accountable to the Club for any remuneration which they receive as directors or other officers or employees of the Club's subsidiaries (if any) or of any other body corporate in which the Club is interested (if any).
22. Directors' expenses
22.1 Without prejudice to Article 21, the Club may pay any reasonable expenses which the directors properly incur in connection with their attendance at:
22.1.1 meetings of the Board or committees of the Board; or
22.1.2 general meetings,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Club.
APPOINTMENTS AND ELECTED POSITIONS
At the annual general meeting in 2012 and at the annual general meeting each year thereafter the Chairman shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Chairman shall be conducted in accordance with Article 26. A member so appointed shall hold office for a one year term but shall be eligible for re-election. The Chairman shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
At the annual general meeting in 2012 and at the annual general meeting each year thereafter the Secretary shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Secretary shall be conducted in accordance with Article 26. A member so appointed shall hold office for a one year term but shall be eligible for re-election. The Secretary shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
25. Director of Finance
At the annual general meeting in 2012 and at the annual general meeting each year thereafter the Director of Finance shall retire but shall be eligible for re-appointment in accordance with these Articles. The election for the office of Director of Finance shall be conducted in accordance with Article 26. A member so appointed shall hold office for a one year term but shall be eligible for re-election. The Director of Finance shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
26.1 Any Voting Member may nominate another member to be the Chairman, Secretary, Director of Finance or an Elected Director. Any person nominated for elections as a member of the Board must be a Voting Member. Any nomination must be made on the form prescribed from time to time by the Board. Any nomination must be seconded by another Voting Member. Voting Members may only nominate or second one candidate for each post and the form must be completed and returned to the Secretary not later than such date as the Board shall prescribe each year.
26.2 If there are the same number of candidates as there are vacancies for a post, those candidates shall be declared elected unopposed at the annual general meeting. In the event of there being more nominations than vacancies, there shall be an election at the annual general meeting. The results of any such election must be announced at the annual general meeting.
27. Casual Vacancies
A casual vacancy arising among the offices of Chairman, Secretary, Director of Finance or the Elected Directors shall be filled by the Board provided always that the person appointed to fill the vacancy shall hold office until such time as the person he replaced was due to retire but shall be eligible for re-election in accordance with these Articles.
BECOMING AND CEASING TO BE A MEMBER
28. Applications for membership
28.1 The subscribers to the Memorandum of Association of the Club; the members of the unincorporated association known as Sefton Rugby Union Football Club as at the date of incorporation; and such other persons as are admitted to membership by the Board in accordance with these Articles, shall be the members of the Club, and, subject to paying any required subscriptions, each member shall be eligible to continue to be member.
28.2 No person shall become a member of the Club unless:
28.2.1 that person has completed an application for membership in a form approved by the Board, and
28.2.2 the Board has approved the application.
28.3 For the avoidance of doubt membership is open to all without discrimination and may only be refused where admission to membership would be contrary to the best interests of the sport or the good conduct and interests of the Club and no person shall be denied membership of the Club on the grounds of race, ethnic origin, creed, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present and voting at such meeting
28.4 For the purposes of registration the number of members is declared to be unlimited.
28.5 A person shall not be entitled to any privileges of the Club until two days have passed since his application for membership was submitted, whether or not he is admitted as a member before those two days have lapsed.
28.6 The Board may from time to time fix the levels of entrance fees and annual subscriptions to be paid by the different categories of members provided that the Board shall use its best endeavours to ensure that the fees set by it do not preclude open membership of the Club.
29. Conditions of membership
29.1 All members shall be subject to the Rules and shall respect the laws of the game of rugby union as set from time to time by the IRB.
29.2 The members shall pay any entrance fees and annual subscription set by the Board under Article 28.6. Any member whose subscription fee is more than three months in arrears shall be deemed to have resigned his membership of the Club.
30. Termination of membership
30.1 It shall be the duty of the Board, if at any time it shall be of the opinion that the interests of the Club so require, by notice in hard copy form sent by prepaid post to a member's address, to request that member to withdraw from membership of the Club within a time specified in such notice. If, on the expiry of the time specified in such notice, the member concerned has not withdrawn from membership by submitting notice in hard copy form of his resignation, or if at any time after receipt of the notice requesting him to withdraw from membership the member shall so request in hard copy form, the matter shall be submitted to a properly convened and constituted meeting of the Board or such sub-committee to which it has delegated its powers. The Board or sub-committee and the member whose expulsion is under consideration shall be given at least 14 days' notice of the meeting, and such notice shall specify the matter to be discussed. The member concerned shall at the meeting be entitled to present a statement in his defense either verbally or in hard copy form, and he shall not be required to withdraw from membership unless a majority of the Board members or sub-committee members present and voting shall, after receiving the statement in his defense, vote for his expulsion, or unless the member fails to attend the meeting without sufficient reason being given. If such a vote is carried, or if the member shall fail to attend the meeting without sufficient reason being given, he shall thereupon cease to be a member and his name shall be erased from the register of members. The Board may exclude the member from the Club's premises until the meeting considering his expulsion has been held. For the avoidance of doubt, the member shall be entitled to attend the Club's premises to attend that meeting (if it is held at them) for the purpose of making his representations. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present and voting at such meeting.
30.2 A member may withdraw from membership of the Club by giving seven clear days' notice to the Club in writing.
30.3 A membership terminates automatically when that person dies or ceases to exist or on the failure of the member to comply or to continue to comply with any condition of membership set out in these Articles or the Rules.
30.4 Membership is not transferable.
30.5 Any person ceasing to be a member forfeits all rights in relation to and claims upon the Club, its property and its funds and has no right to the return of any part of his subscription. The Board may refund an appropriate part of a resigning member's subscription if it considers it appropriate taking account of all the circumstances.
ORGANISATION OF GENERAL MEETINGS
31. Annual General Meetings
31.1 The Club shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the Board and shall specify the meeting as such in the notices calling it, provided that so long as the Club holds its first annual general meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year.
31.2 The annual general meeting shall be held for the following purposes:
31.2.1 to receive from the Board the Club’s accounts;
31.2.2 to receive from the Board a report of the activities of the Club since the previous annual general meeting;
31.2.3 to appoint the Club's auditors and/or accountants;
31.2.4 to hold the election of the Chairman, Secretary, Director of Finance, and the Elected Directors to be appointed in accordance with these Articles; and
31.2.5 to transact such other business as may be brought before it (including the appointment of Life Members in recognition of outstanding contribution or long service to the Club).
31.3 All general meetings, other than annual general meetings, shall be called general meetings.
32. Attendance and speaking at general meetings
32.1 A person is able to exercise the right to vote at a general meeting when:
32.1.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
32.1.2 that person's vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
32.2 The Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
33. Quorum for general meetings
33.1 No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
33.2 Twenty Voting Members or one-tenth of the voting membership of the Club (whichever is the greater number) present in person shall be a quorum.
34. Chairing general meetings
34.1 The Chairman shall chair general meetings if present and willing to do so. If the Chairman shall be absent, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the same:
34.1.1 the directors present, or
34.1.2 (if no directors are present), the meeting,
34.1.3 must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
34.2 The person chairing a meeting in accordance with this article is referred to as "the chairman of the meeting".
35. Attendance and speaking by non-members
35.1 The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.
36.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
36.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if:
36.2.1 the meeting consents to an adjournment, or
36.2.2 it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
36.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
36.4 When adjourning a general meeting, the chairman of the meeting must:
36.4.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
36.4.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
36.5 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Club must give at least seven clear days' notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
36.5.1 to the same persons to whom notice of the Club's general meetings is required to be given, and
36.5.2 containing the same information which such notice is required to contain.
36.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
37. Voting: general
37.1 Every Voting Member shall be entitled to receive notice of, attend general meetings and cast one vote.
37.2 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles.
38. Errors and disputes
38.1 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
38.2 Any such objection must be referred to the chairman of the meeting whose decision is final.
39. Poll votes
39.1 A poll on a resolution may be demanded:
39.1.1 in advance of the general meeting where it is to be put to the vote, or
39.1.2 at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
39.2 A poll may be demanded by:
39.2.1 the chairman of the meeting;
39.2.2 the Board; or
39.2.3 five or more members present in person or proxy having the right to vote on the resolution or, if less, a person or persons representing not less than one-tenth of the total voting rights of all the members having the right to vote on the resolution.
39.3 A demand for a poll may be withdrawn if:
39.3.1 the poll has not yet been taken, and
39.3.2 the chairman of the meeting consents to the withdrawal.
39.4 Polls shall be taken as the chairman directs and he may appoint scrutineers (who need not be members). The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
39.5 A poll demanded at a meeting shall be taken forthwith and the result declared forthwith.
40. Content of proxy notices
40.1 Proxies may only validly be appointed by a notice in writing (a "proxy notice") which:
40.1.1 states the name and address of the member appointing the proxy;
40.1.2 identifies the person appointed to be that member's proxy and the general meeting in relation to which that person is appointed;
40.1.3 is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
40.1.4 is delivered to the Club in accordance with these Articles and any instructions contained in the notice of the general meeting to which they relate.
40.2 The Board may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
40.3 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.
40.4 Unless a proxy notice indicates otherwise, it must be treated as:
40.4.1 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
40.4.2 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.
41. Delivery of proxy notices
41.1 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 Club by or on behalf of that person.
41.2 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 the proxy notice was given.
41.3 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
41.4 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 appointer’s behalf.
42. Amendments to resolutions
42.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
42.1.1 notice of the proposed amendment is given to the Club in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
42.1.2 the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
42.2 A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
42.2.1 the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
42.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
42.3 With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.
42.4 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.
43. Means of communication to be used
43.1 Subject to these Articles, anything sent or supplied by or to the Club under these Articles may be sent or supplied in any way in which the 2006 Act provides for documents or information which are authorised or required by any provision of the 2006 Act to be sent or supplied by or to the Club.
43.2 Subject to these Articles, any notice or document to be sent or supplied to a member of the Board in connection with the taking of decisions by the Board may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
43.3 A director may agree with the Club that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
44. No right to inspect accounts and other records
44.1 Except as provided by law or authorised by the Board or an ordinary resolution of the Club, no person is entitled to inspect any of the Club's accounting or other records or documents merely by virtue of being a member.
DIRECTORS' INDEMNITY AND INSURANCE
45.1 Subject to Article 45.2, a relevant director of the Club or an associated company may be indemnified out of the Club's assets against:
45.1.1 any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company,
45.1.2 any other liability incurred by that director as an officer of the Club or an associated company.
45.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
45.3 In this Article:
45.3.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
45.3.2 a "relevant director" means any director or former director of the Club or an associated company.
46.1 The Board may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant director in respect of any relevant loss.
46.2 In this Article:
46.2.1 a "relevant director" means any director or former director of the Club or an associated company;
46.2.2 a "relevant loss" means any loss or liability which has been or may be incurred by a relevant director in connection with that director's duties or powers in relation to the company, any associated company or any pension fund or employees' share scheme of the company or associated company; and
46.2.3 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
47.1 Subject to Article 17, the Voting Members in general meeting may from time to time make, vary and revoke Rules:
47.1.1 setting out different categories of membership of the Club;
47.1.2 setting the criteria for admission to membership of the Club for the different categories of members;
47.1.3 setting out the rights, privileges and obligations of different categories of members.
47.2 Rules made pursuant to Article 47.1 must, in order to be valid, be compliant with the Companies Acts and these Articles.
48. Alterations to these Articles
These articles of association may be altered by a special resolution (where a majority of not less than 75% of the voting members of the company present has agreed to the amendments). Members must receive notice of the resolution, setting out the terms of the alteration proposed.
If upon the winding up or dissolution of the Club (by Special Resolution) there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall be paid to or distributed to another registered community amateur sports club for rugby union, to the RFU for use in community related rugby union initiatives, or to a charitable organisation. No such remaining assets or money shall be distributed or otherwise paid to members of the Club.