Articles of Association
Adopted by Special Resolution passed on 30 September 2013
Definitions and interpretation
1. Definitions and interpretation
1.1 In these Articles the following words and phrases shall have the following meanings unless the context otherwise requires:
|Act||means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force;|
|Articles||means these Articles of Association;|
|Club||means the members' club established, maintained and conducted by the Company;|
|Club Council||means the consultative and advisory body established in accordance with Article 35;|
|Club Member||means a person, whether or not a Full Member, who has paid the requisite subscription and has been accepted to membership of the Club (and Club Membership shall be construed accordingly);|
|clear days||in relation to a period of notice means a period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;|
|Conflict||means a situation in which a Director has, or can have, a direct or indirect interest that conflicts, or possibly may conflict, with the interests of the Company;|
|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;|
|electronic form||includes electronic means (for example, e-mail or fax) or any other means while in electronic form (for example, sending a disk through the post);|
|Executive Committee||means the Directors for the time being of the Company;|
|means an individual, other than a Shareholder, who is admitted to membership of the Company in accordance with the Articles;|
|Model Articles (Guarantee)||means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229;|
|Model Articles (Shares)||
means the model articles for private companies limited by shares contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229;
means the objects of the Company as set out in Article 4;
means a resolution (of the Voting Members or, if applicable, a class of the Voting Members) that is passed:
(i) if a written resolution, by Voting Members representing a simple majority of the total voting rights of eligible Voting Members;
(ii) on a show of hands at a meeting, by a simple majority of the votes cast by those entitled to vote;
(iii) on a poll at a meeting, by Voting Members representing a simple majority of the total voting rights of Voting Members who (being entitled to do so) vote in person, by proxy or (if applicable) in advance;
|proxy notice||has the meaning given in Article 17;|
any resolution which, if passed, would result in the sale, voluntary winding-up or dissolution of the Company, the modification or removal of Article 19.3, or the modification or removal of this definition of Restricted Business;
|Seal||means the common seal of the Company;|
|Secretary||means any person appointed to perform the duties of the secretary of the Company;|
|Shareholder||means a holder of one or more shares in the capital of the Company;|
|Special Resolution||means a resolution (of the Voting Members or, if applicable, a class of the Voting Members) passed:
(i) if a written resolution, by Voting Members representing not less than 75% of the total voting rights of eligible Voting Members;
(ii) on a show of hands at a meeting, by a majority not less than 75% of the votes cast by those entitled to vote;
(iii) on a poll at a meeting, by Voting Members representing not less than 75% of the total voting rights of the Voting Members who (being entitled to do so) vote in person, by proxy or (if applicable) in advance;
|United Kingdom||means the United Kingdom of Great Britain and Northern Ireland;|
|Voting Member||means a Full Member or a Shareholder;|
|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, words or expressions contained in these Articles shall bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company.
1.3 All words importing the singular number shall include the plural and vice versa and words importing the masculine gender shall include the feminine.
1.4 Headings in the Articles are used for convenience only and shall not affect the construction or interpretation of the Articles.
1.5 The Model Articles (Guarantee) shall not apply to the Company.
1.6 Regulations 21 to 29, and Regulation 36 of the Model Articles (Shares) shall be deemed to be incorporated within these Articles and shall apply to the Company, save that the following words shall be deemed to appear at the end of Regulation 26(5): "Provided always that shares in the capital of the Company may at any time be transferred to the persons nominated by The Caravan Club of Great Britain and Ireland (1935) Limited to hold shares on behalf of the said company and the Directors shall register such transfers."
The name of the Company is The Caravan Club Limited.
3. Registered office
The registered office of the Company is to be situated in England and Wales.
Objects and powers
The Company's objects are:
4.1 to maintain and conduct a club for the benefit of the persons, including mobile caravanners and those connected with mobile caravanning, who are admitted to Club Membership in accordance with these Articles;
4.2 to encourage social interaction between such persons;
4.3 to promote caravanning generally; and
4.4 to carry out or promote leisure and travel related services and products, including but not limited to caravanning and related pursuits.
The Company has power to do anything which is calculated to further the Objects, or any of them, or is conducive or incidental to doing so.
Application, payment or distribution of the company's property and income and limited liability of voting members
6. Application of income and property
6.1 The income and property of the Company shall be applied solely towards the promotion of the Objects.
6.2 None of the income or property of the Company may be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to Club Members or Voting Members. This does not prevent a Voting Member who is not also a Director receiving:
6.2.1 reasonable and proper remuneration for any goods or services rendered to the Company;
6.2.2 interest on money lent to the Company at a reasonable and proper rate not exceeding 1% over the base lending rate prescribed for the time being by the Bank of England;
6.2.3 reasonable and proper rent for premises demised or let to the Company;
6.2.4 any premium in respect of insurance to cover any of the liabilities specified in Article 5.
A Voting Member who is also a Director may only receive a benefit, directly or indirectly, in accordance with Article 6.3 below.
6.3 A Director:
6.3.1 shall be entitled to be paid reasonable out-of-pocket expenses properly incurred when acting on behalf of the Company;
6.3.2 may receive an indemnity from the Company in accordance with Article 42;
6.3.3 may benefit from insurance cover, including indemnity insurance, purchased at the expense of the Company in accordance with Article 5;
subject thereto, no Director may receive any payment or other material benefit, directly or indirectly, from the Company unless the payment is expressly permitted in Article 6.4 below and the conditions set out in Article 6.5 are followed.
6.4 A Director may directly or indirectly:
6.4.1 receive fees, remuneration or other benefit in money or money's worth under a contract with the Company other than for acting as a Director;
6.4.2 receive interest on money lent to the Company at a reasonable and proper rate not exceeding the base lending rate prescribed for the time being by the Bank of England;
6.4.3 receive reasonable and proper rent for premises demised or let to the Company.
6.5 The authority in Article 6.4 above is subject to the following conditions being satisfied:
6.5.1 the remuneration or other sums paid to or for the benefit of the Director do not exceed an amount which is reasonable in all the circumstances;
6.5.2 prior to any payment being made to the Director or for his benefit an appropriate written contract is concluded between the Director (or relevant person) and the Company containing the full details of his duties and obligations to the Company, the amount of remuneration or other sums payable to him and all other relevant terms and conditions and copies of all such contracts are retained by the Company for inspection by any authorised person;
6.5.3 the other Directors are satisfied that it is in the interests of the Company to contract with that Director (or relevant person) rather than with someone who is not a Director (or relevant person). In reaching that decision the Directors shall balance the advantage of contracting with the Director (or relevant person) against the disadvantages of doing so (including the loss of the Director's services as a result of dealing with the Director's conflict of interests);
6.5.4 the provisions of Article 7 below are observed in relation to any discussions of the Directors concerning that Director's interest, his entitlement to remuneration or other sums or any variation of his remuneration or other sums payable to him;
and, in this Article, where Article 6.4 applies in respect of a Director indirectly, a relevant person is a person (other than the Director) who proposes to enter into a contract with, lend money to or demise or let premises to the Company under Articles 6.4.1, 6.4.2 or 6.4.3 as the case may be.
7. Directors' conflicts of interest
7.1 The Directors may, in accordance with the requirements set out in this Article, authorise any Conflict proposed to them by any Director which would, if not authorised, involve a Director (an Interested Director) breaching his duty under section 175 of the Act to avoid conflicts of interest.
7.2 Any authorisation under this Article 7 shall be effective only if:
7.2.1 the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors under the provisions of the Articles or in such other manner as the Directors may determine;
7.2.2 any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and
7.2.3 the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's vote had not been counted.
7.3 Any authorisation of a Conflict under this Article 7 may (whether at the time of giving the authorisation or subsequently):
7.3.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;
7.3.2 be subject to such terms and for such duration, or impose such limits or conditions as the Directors may determine; and
7.3.3 be terminated or varied by the Directors at any time, provided that this shall not affect anything done by the Interested Director prior to such termination or variation in accordance with the terms of the authorisation.
7.4 In authorising a Conflict the Directors may decide (whether at the time of giving the authorisation or subsequently) that if the Interested Director has obtained any information through his involvement in the Conflict otherwise than as a Director of the Company and in respect of which he owes a duty of confidentiality to another person the Interested Director is under no obligation to:
7.4.1 disclose such information to the Directors or to any other officer or employee of the Company;
7.4.2 use or apply any such information in performing his duties as a Director;
where to do so would amount to a breach of that confidence.
7.5 Where the Directors authorise a Conflict they may provide, without limitation (whether at the time of giving the authorisation or subsequently) that the Interested Director:
7.5.1 is excluded from discussions (whether at meetings of Directors or otherwise) related to the Conflict;
7.5.2 is not given any documents or other information relating to the Conflict;
7.5.3 may or may not vote (or may or may not be counted in the quorum) at any future meeting of Directors in relation to any resolution relating to the Conflict.
7.6 Where the directors authorise a Conflict:
7.6.1 the Interested Director will be obliged to conduct himself in accordance with any terms imposed by the directors in relation to the Conflict;
7.6.2 the Interested Director will not infringe any duty he owes to the Company by virtue of sections 171 to 177 of the Act provided that he acts in accordance with such terms, limits and conditions (if any) as the directors impose in respect of its authorisation.
7.7 A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the Directors or by the Voting Members in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.
7.8 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a Director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:
7.8.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
7.8.2 shall be an eligible Director for the purposes of any proposed decision of the Directors (or committee of directors) in respect of such contract or proposed contract in which he is interested;
7.8.3 shall be entitled to vote at a meeting of Directors (or of a committee of the Directors) or participate in any unanimous decision, in respect of such contract or proposed contract in which he is interested;
7.8.4 may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a Director;
7.8.5 may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and
7.8.6 shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.
8. Limited liability of Full Members
The liability of the Full Members is limited to £1, being the amount that each Full Member undertakes to contribute to the assets of the Company in the event of the same being wound up while he is a Full Member, or within one year after he ceases to be a Full Member, for:
8.1 payment of the debts and liabilities of the Company contracted before he ceases to be a Full Member,
8.2 payment of the costs, charges and expenses of winding up, and
8.3 adjustment of the rights of the contributories among themselves.
9. Share capital and limited liability of Shareholders
9.1 The share capital of the Company shall consist of £100 divided into 100 shares of £1 each.
9.2 The liability of the Shareholders is limited to the amount, if any, unpaid on the shares held by them.
10. Surplus assets on winding-up or dissolution
10.1 If on the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatever of the Company (the Company's surplus assets), the same shall be paid to or distributed among any current or previous Club Members who have paid contributions to the Company during the five-year period prior to the winding-up or dissolution in proportion to the amounts of the contributions paid by them during that period.
10.2 The certificate of the liquidator to the amounts of the contributions paid by any current or previous Club Member shall be conclusive.
10.3 Under no circumstances shall the Company's surplus assets be paid to or distributed among any current or previous Shareholders save to the extent that they are also current or previous Club Members who are entitled to such payment or distribution under the foregoing provisions of this Article.
10.4 If the Company is a trustee of any trusts at the time it is wound up or dissolved, the Company shall procure the appointment of a new trustee or trustees of those trusts in the place of the Company.
11. Membership of the Company
11.1 No person shall be a Director unless he is also a Full Member and, unless he is already a Full Member, shall be admitted as such on his appointment as Director.
11.2 Membership of the Company is open to any individual not less than 18 years of age who:
11.2.1 agrees to become a Full Member and to pay the appropriate subscription (or to ensure that it is paid on his behalf);
11.2.2 accepts that, as a Full Member, he will be a member of the Company;
11.2.3 applies to the Company in the form required by the Directors; and
11.2.4 is approved by the Directors.
11.3 An application to become a Full Member may be approved or rejected by the Directors and no applicant shall be admitted as a Full Member or to membership of the Company unless their application has been approved by the Directors.
11.4 The Directors may refuse to admit any person to Club Membership of any kind, without assigning a reason for so doing.
11.5 Company membership is not transferable.
11.6 The Company shall maintain registers of Voting Members in accordance with the Act.
12. Classes of membership
12.1 The Full Members and the Shareholders shall be the only members of the Company.
12.2 The Directors may establish different classes of Club Membership and prescribe their respective privileges and duties and set the amounts of any subscriptions. Subject to and in default of any other classes being established by the Directors, the classes of Club Membership, other than that of Full Member, shall include but not be limited to:
12.2.1 Joint Member;
12.2.2 Family Member;
12.2.3 Life Member; and
12.2.4 Honorary Life Member.
13. Termination of Company membership
13.1 A person's membership of the Company terminates if:
13.1.1 the person dies;
13.1.2 the person retires as a Full Member by written notice to the Company provided that after such retirement the number of Full Members is not less than seven;
13.1.3 the person has failed to pay the appropriate subscription, having been given a reasonable period of time within which to do so, and the Directors resolve to terminate his membership;
13.1.4 the person is removed from membership by a resolution of the Directors that it is in the best interests of the Company that his or her membership is terminated.
13.2 Nothing in this Article 13 shall prevent the benefits of Club Membership previously enjoyed by a deceased Full Member from being transferred to a surviving Club Member with whom he was connected.
Meetings of voting members
14. Annual general meeting
14.1 The Company shall each year hold a general meeting as its Annual General Meeting (AGM) in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it.
14.2 Not more than fifteen months shall elapse between the date of one AGM of the Company and that of the next.
14.3 The AGM shall be held at such time and place as the Directors shall appoint.
14.4 The business to be transacted at an AGM shall include the consideration of the accounts, balance sheets, and the report of the Directors and (where applicable) the report of the auditors and the appointment of, and the fixing of the remuneration of, the auditors.
15. General meetings
15.1 The Directors may call general meetings.
15.2 On the requisition of Voting Members pursuant to the Act the Directors shall forthwith proceed to convene a general meeting in accordance with the provisions of the Act. If there are not within the United Kingdom sufficient Directors to call a general meeting, any Director or any Voting Member may call a general meeting in accordance with the provisions of the Act.
16. Notice of general meetings
16.1 General meetings shall be called by at least 14 clear days' notice.
16.2 A general meeting may be called by shorter notice if it is so agreed by a majority in number of the Voting Members having a right to attend and vote at the meeting, being a majority together representing not less than 95% of the total voting rights at that meeting of all the Voting Members.
16.3 The notice shall specify the place, the day and the time of meeting, the general nature of the business to be transacted and a statement pursuant to the Act informing the Voting Member of his rights regarding proxies.
16.4 Subject to the provisions of the Articles and to any restrictions imposed on any classes of membership, notice of general meeting shall be given in any manner authorised by these Articles to:
16.4.1 every Voting Member except those Voting Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notices to them;
16.4.2 the auditor for the time being of the Company; and
16.4.3 each Director,
and no other person shall be entitled to receive notice of general meetings.
16.5 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
16.6 A Voting Member present at any meeting of the Company either in person or by proxy shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
17.1 A Voting Member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at a general meeting of the Company.
17.2 Proxies may only validly be appointed by a notice in writing (a proxy notice) which:
17.2.1 states the name, address and (where appropriate) Club membership number of the Voting Member appointing the proxy;
17.2.2 identifies the person appointed to be that Voting Member's proxy and the general meeting in relation to which that person is appointed;
17.2.3 is signed by or on behalf of the Voting Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
17.2.4 is delivered to the Company in accordance with the Articles and any instructions contained in the notice of the general meeting to which they relate.
17.3 The Company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. In default of any other form of proxy notice being specified, the following form may be used:
"The Caravan Club Limited
I/We, ............, of ............, being a member/members of the above-named company [with membership number(s) …………], hereby appoint ............ of ............, or failing him, [............ of ............] [the Chairman of the meeting], as my/our proxy to vote in my/our name[s] and on my/our behalf at the [annual] general meeting of the company to be held on [date], and at any adjournment thereof.
Signed on [insert date]".
17.4 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. In default of any other form of proxy notice being specified, the following form may be used for this purpose:
"The Caravan Club Limited
I/We, ............, of ............, being a member/members of the above-named company, [with membership number(s) …………], hereby appoint ............ of ............, or failing him [............ of ............] [the Chairman of the meeting], as my/our proxy to vote in my/our name[s] and on my/our behalf at the [annual] general meeting of the company, to be held on [date], and at any adjournment thereof.
This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No. 1 *for *against *vote withheld
Resolution No. 2 *for *against *vote withheld.
*Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed on [insert date]".
17.5 Unless a proxy notice indicates otherwise, it must be treated as:
17.5.1 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
17.5.2 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.
17.6 Proxy notices may:
17.6.1 in the case of an instrument in writing be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours (not counting any part of a day that is not a working day) before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
17.6.2 in the case of an appointment in electronic form, where an address has been specified for the purpose of receiving documents in electronic form:
188.8.131.52 in the notice convening the meeting, or
184.108.40.206 in any instrument of proxy sent out by the Company in relation to the meeting, or
220.127.116.11 in any invitation in electronic form to appoint a proxy issued by the Company in relation to the meeting,
be received at such address not less than 48 hours before (not counting any part of a day that is not a working day) the time for holding the meeting or adjourned meeting at which the person named in the proxy notice proposes to vote;
17.6.3 in the case of a poll taken more than 48 hours after it is demanded, be deposited or received as aforesaid after the poll has been demanded and not less than 24 hours before (not counting any part of a day that is not a working day) the time appointed for the taking of the poll; or
17.6.4 in the case of a poll which is not taken forthwith but taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any Director;
and a proxy notice which is not deposited, delivered or received in a manner so permitted shall be invalid.
17.7 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 Company by or on behalf of that person.
17.8 An appointment under a proxy notice may be revoked by delivering to the Company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
17.9 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.
18. Representation of organisations at general meetings
18.1 Where an organisation is a Voting Member, it may authorise any person to act as its representative at any meeting of the Company. Such a representative shall, subject to Article 18.2, be entitled to exercise on behalf of the Voting Member organisation the same powers as the organisation could exercise if it were an individual Voting Member.
18.2 Written notice of the representative's authority shall be given to the Company, failing which the Company shall not be required to accept the right of the representative to exercise the organisation's rights at meetings. Any such notice given to the Company shall be conclusive evidence that the representative is entitled to represent the organisation and that his or her authority has not been revoked. The Company shall not be required to consider whether the representative has been properly authorised by the organisation.
18.3 The Company shall be entitled to regard the representative as eligible to represent the Voting Member organisation until written notice to the contrary is received by the Company.
19. Organisation at general meetings
19.1 No business shall be transacted at any general meeting unless a quorum is present.
19.2 Subject to Article 19.3 below, 25 persons entitled to vote upon the business to be transacted, each being a Voting Member, or a proxy for a Voting Member, shall be a quorum.
19.3 Where the business to be transacted at a general meeting includes any Restricted Business, the quorum shall include all of the Shareholders for the time being.
19.4 There shall be a chairman of every general meeting:
19.4.1 The Chairman, if any, of the Directors shall chair every general meeting of the Company.
19.4.2 In his absence a Vice-Chairman, if any, of the Directors shall act as chairman.
19.4.3 If at any meeting neither the Chairman nor any Vice-Chairman is present within ten minutes after the time appointed for the holding of the meeting and willing to act, the Directors present shall elect one of their number to chair the meeting.
19.4.4 If there is only one Director present and willing to act, he shall chair the meeting.
19.4.5 If at any meeting no Director is willing to act as chairman or if no Director is present within ten minutes after the time appointed for the holding of the meeting, the Voting Members present shall choose one of their number to chair the meeting.
19.5 If within thirty minutes from the time appointed for the meeting a quorum is not present, or if during a meeting a quorum ceases to be present, the meeting:
19.5.1 if convened on the requisition of Voting Members, shall be dissolved;
19.5.2 in any other case, shall be adjourned to the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Directors may determine.
19.6 In relation to adjournment of meetings:
19.6.1 the chairman of the meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place;
19.6.2 when a meeting is adjourned for fourteen days or more, the Company shall give at least seven clear days' notice of it to the same persons to whom notice of the Company's general meetings is required to be given, and containing the same information which such notice is required to contain;
19.6.3 otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
20. Attendance and speaking at general meetings
20.1 A person is able to exercise the right to speak at a general meeting when that person is in a position, during the meeting, to communicate to all those attending the meeting any information or opinions which that person has on the business of the meeting.
20.2 A person is able to exercise the right to vote at a general meeting when:
20.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
20.2.2 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.
20.3 The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
20.4 In determining attendance at a general meeting, it is immaterial whether any two or more Voting Members attending it are in the same place as each other.
20.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
Decisions of voting members
21. Voting at general meetings
21.1 A resolution put to the vote of a general meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded.
21.2 Unless a poll is duly demanded, a declaration by the chairman and an entry to that effect in the minutes of proceedings of the Company that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
21.3 A poll on a resolution may be demanded:
21.3.1 in advance of the general meeting where it is to be put to the vote, or
21.3.2 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.
21.4 Subject to the Act, a poll may be demanded by:
21.4.1 the chairman of the meeting;
21.4.2 the Directors;
21.4.3 the Shareholders; or
21.4.4 two or more persons having the right to vote on the resolution.
21.5 A demand for a poll may be withdrawn if:
21.5.1 the poll has not yet been taken, and
21.5.2 the chairman of the meeting consents to the withdrawal.
21.6 A poll demanded on the election of the chairman for a meeting or on a question of adjournment must be taken immediately. A poll demanded on any other question must be taken either immediately or at such time and place as the chairman of the meeting directs, save that it must be taken within thirty days after it was demanded.
21.7 If the poll is not taken immediately, at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
21.8 The poll shall be taken in such manner as the chairman of the meeting directs.
21.9 The chairman of the meeting may fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the end of the meeting at which the poll was demanded, save where there are other polls still to be taken in respect of the same meeting.
21.10 If a poll is demanded the meeting may continue to deal with any other business that may be conducted at the meeting.
21.11 In the case of an equality of votes, the chairman of the meeting shall be entitled to a second or casting vote.
22. Votes of Voting Members
22.1 On a vote on a resolution on a show of hands at a meeting, each Voting Member present in person has one vote.
22.2 On a vote on a resolution on a poll taken at a meeting, every Full Member has one vote and every Shareholder has one vote in respect of each share held by him.
23. Voting by proxy
23.1 Subject to Article 23.2 below, on a vote on a resolution on a show of hands at a meeting, every proxy present who has been duly appointed by one or more Voting Members entitled to vote on the resolution has one vote.
23.2 On a vote on a resolution on a show of hands at a meeting, a proxy has one vote for and one vote against the resolution if:
23.2.1 the proxy has been duly appointed by more than one Voting Member entitled to vote on the resolution, and
23.2.2 the proxy has been instructed by one or more of those Voting Members to vote for the resolution and by one or more other of those Voting Members to vote against it.
23.3 On a poll taken at a meeting, all or any of the voting rights of a Voting Member may be exercised by one or more duly appointed proxies.
23.4 Where a Voting Member appoints more than one proxy, Article 23.3 above does not authorise the exercise by the proxies taken together of more extensive voting rights than could be exercised by the Voting Member in person.
24. Qualification of voters
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
25. Written resolutions
25.1 Save for a resolution to remove a Director before the expiration of his period of office or to remove an auditor before the expiration of his term of office, any resolution of the Voting Members may be proposed and passed as a written resolution in accordance with the Act.
25.2 On a vote on a written resolution, every Voting Member has one vote and every Shareholder has one vote in respect of each share held by him.
25.3 A written resolution shall lapse if it is not passed before the end of 28 days beginning with the date on which the resolution is circulated in accordance with the Act.
26.1 Unless otherwise determined by Ordinary Resolution the minimum number of Directors shall be seven and the maximum number of Directors shall be 15.
26.2 Unless otherwise determined by Ordinary Resolution the Directors shall include a Chairman, three Vice-Chairmen and an Honorary Treasurer.
26.3 A Director may not appoint an alternate director or anyone to act on his behalf at meetings of the Directors.
27. Appointment of Directors
27.1 Any person who is a Club Member and a member of the Club Council, who is willing to act as a Director and is permitted by law to do so, may be appointed to be a Director:
27.1.1 by Ordinary Resolution, or
27.1.2 by a simple majority of all the Directors entitled to attend and vote at any meeting of the Directors.
27.2 No appointment of a Director, whether by the Company in general meeting or by the other Directors, may be made which would cause the number of Directors to exceed any number fixed as the maximum number of Directors.
27.3 Subject to Articles 28 and 29 a Director shall hold office until his retirement in accordance with Article 30.
28. Removal of Directors
28.1 The Company may, by Ordinary Resolution of which special notice has been given to the Company in accordance with the Act, remove any Director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director.
28.2 The Directors may remove any Director before the expiration of his period of office by a resolution at a meeting of the Directors passed by all the Directors (excluding the Director whose proposed removal is the subject of the resolution) provided that:
28.2.1 the Director proposed to be removed shall have received at least 14 clear days' notice in writing of the proposed resolution and the reasons for the proposal;
28.2.2 the Director or, at the option of the Director, the Director's representative, who need not be a Director or a Voting Member, has been permitted to make representations to the meeting; and
28.2.3 the Directors passing the resolution determine that it is in the best interests of the Company to do so.
29. Disqualification or vacation of office of Directors
The office of Director shall be vacated if:
29.1 the Director ceases to be a Full Member;
29.2 the Director ceases to be a Director by virtue of any provision of the Act or becomes prohibited by law from being a Director;
29.3 the Director becomes bankrupt or makes any arrangement or composition with his creditors generally;
29.4 a registered medical practitioner who is treating the Director gives a written opinion to the Company stating that the Director has become physically or mentally incapable of acting as a director and may remain so for more than three months;
29.5 a court makes an order which wholly or partly prevents the Director from personally exercising any powers or rights which he would otherwise have and the Directors resolve that his office be vacated;
29.6 the Director resigns his office by written notice to the Company provided at least five Directors remain in office after the resignation takes effect;
29.7 the Director is absent from all Directors' meetings without leave for one year and the Directors resolve that his office be vacated;
29.8 the Director is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest as required by the Act or the Articles and the Directors resolve that the office be vacated; or
29.9 the Director fails to agree to a reasonable request by the Directors for a Disclosure and Barring Service (DBS) check (or equivalent).
30. Retirement of Directors
30.1 A Director appointed by simple majority of the Directors under Article 27.1.2 shall retire at the AGM following his appointment.
30.2 Subject to Article 30.1 above, at every AGM the Chairman, one Vice-Chairman, the Honorary Treasurer and one third (or if their number is not three or a multiple of three, the number nearest to one third) of the other Directors shall retire from office.
30.3 The Vice-Chairman and other Directors to retire under Article 30.2 shall be those who have been longest in office since their last appointment or re-appointment, but as between persons who became appointed or were last re-appointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by a secret ballot of all the Directors.
30.4 A person retiring from the office of Director shall be eligible for re-election.
30.5 If the Voting Members fail to elect a person to replace a retiring Director, that Director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy.
31. Powers and duties of the Directors
31.1 Subject to the provisions of the Act and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company.
31.2 No alteration of the Articles and no direction given by Special Resolution shall invalidate anything which the Directors have done before the making of the alteration or the passing of the resolution.
31.3 A meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.
32. Proceedings and decisions of the Executive Committee
32.1 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit.
32.2 A meeting of the Executive Committee:
32.2.1 may be called by any Director; and
32.2.2 shall, at the request of a Director, be called by the Secretary (if any).
32.3 Notice of any meeting of the Executive Committee must indicate:
32.3.1 its proposed date, time and subject matter;
32.3.2 where it is to take place; and
32.3.3 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.
32.4 In fixing the date and time of any meeting of the Executive Committee, the person calling it shall try to ensure, subject to the urgency of any matter to be decided by the Executive Committee, that as many Directors as practicable are likely to be available to participate in it.
32.5 Notice of a meeting of the Executive Committee must be given to each Director, but need not be in writing.
32.6 Notice of a meeting of the Executive Committee need not be given to Directors who waive their entitlement to notice of that meeting, which they may do by giving notice to that effect to the Company seven days before or after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
32.7 Directors are to be treated as having waived their entitlement to notice of a meeting if they have not supplied the Company with the information necessary to ensure that they receive the notice before the meeting takes place.
32.8 Any Director may participate in a meeting of the Executive Committee by means of video conference, telephone or any suitable electronic means agreed by the Directors whereby all persons participating in the meeting can communicate with all the other participants and participation in such a meeting shall constitute presence in person at that meeting.
32.9 In relation to the quorum for a meeting of the Executive Committee:
32.9.1 no decision other than a decision to call a meeting of the Executive Committee or a general meeting shall be taken by the Directors unless a quorum participates in the decision-making process;
32.9.2 the quorum for decision-making by the Executive Committee may be fixed from time to time by a decision of the Directors, provided it shall not be less than five, and unless otherwise fixed it is five;
32.9.3 if the total number of Directors for the time being is less than the quorum required for decision-making by the Executive Committee, the Executive Committee shall not take any decision other than a decision:
18.104.22.168 to appoint further Directors, or
22.214.171.124 to call a general meeting so as to enable the Voting Members to appoint further Directors;
32.9.4 a Director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
32.10 Questions arising at a meeting shall be decided by a majority of votes.
32.11 The Chairman, or failing him the Vice-Chairman who has been longest in office, shall be entitled to preside at all meetings of the Executive Committee at which he is present.
32.11.1 If at any meeting neither the Chairman nor any Vice-Chairman is present within ten minutes after the time appointed for holding the same, or if there is no Chairman or Vice-Chairman, the Directors present shall choose one of their number to chair the meeting.
32.11.2 In the case of an equality of votes, the chairman of the meeting shall have a second or casting vote. But this does not apply if, in accordance with the Articles, the chairman of the meeting is not to be counted as participating in the decision-making process for quorum, voting or agreement purposes. No Director in any other circumstances shall have more than one vote.
32.12 All acts done by any meeting of the Executive Committee or of a committee of the Directors established under Article 33, or by any person acting as a Director, shall, notwithstanding that it be afterwards discovered that:
32.12.1 there was some defect in the appointment of any such Director or person acting as a Director, or
32.12.2 they or any of them were disqualified, or
32.12.3 they or any of them were not entitled to vote on the matter, be as valid as if every such person had been duly appointed and was qualified to be a Director.
32.13 Save for a resolution to remove a Director from office under Article 28.2, a resolution in writing, signed by all the Directors entitled to receive notice of a meeting of the Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Executive Committee duly convened and held and may consist of several documents in like form each signed by one or more Directors.
32.14 Subject to the Articles, the Directors may make any rules which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to the Directors.
33. Delegation by the Directors
33.1 The Directors may delegate any of their powers to any committee consisting of one or more Directors.
33.2 The Directors shall determine the terms of any delegation to such a committee and may impose conditions, including that:
33.2.1 the relevant powers are to be exercised exclusively by the committee to whom the Directors delegate;
33.2.2 no expenditure may be incurred on behalf of the Company except in accordance with a budget or other such criteria previously agreed with the Directors.
33.3 Subject to and in default of any other terms imposed by the Directors:
33.3.1 the members of a committee may, with the approval of the Directors, appoint such persons, not being Directors, as they think fit to be members of that committee, subject to such terms as the Directors may impose;
33.3.2 the chairman of each committee shall be appointed by the Directors each year;
33.3.3 a committee may meet and adjourn as it thinks proper;
33.3.4 questions arising at any meeting shall be determined by a majority of votes of the committee members present and eligible to vote under the terms of their appointment to the committee, and
33.3.5 in the case of an equality of votes the chairman of the committee shall have a second or casting vote;
and subject thereto committees to which the Directors delegate any of their powers shall follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by the Directors.
33.4 The terms of any delegation to a committee shall be recorded in the minute book.
33.5 The Directors may revoke or alter a delegation.
33.6 All acts and proceedings of committees shall be recorded in the form of minutes and reported to the Directors fully and promptly.
34. Delegation of day to day management
34.1 The Directors shall appoint a Director General and may delegate to him the day to day management and administration of the Company.
34.2 The Directors shall provide a description of the Director General's role and set the limits of the his authority.
34.3 The Director General shall report regularly and promptly to the Directors on the activities undertaken in accordance with his role.
35. The Club Council
35.1 The Directors shall establish a body, to be known as the Club Council, which shall consist of the Directors and as many representatives of the Club Membership as the Directors shall from time to time think fit.
35.2 The Club Council shall act as a consultative and advisory body to the Directors on matters relating to Club Membership.
Secretary, minutes and seal
36.1 Subject to the provisions of the Act, any Secretary shall be appointed by the Directors for such term at such remuneration and on such conditions as the Directors may think fit. Any Secretary so appointed by the Directors may be removed by them.
36.2 The Directors may from time to time appoint an assistant or deputy secretary and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.
37.1 The Directors shall ensure that the Company keeps records, in writing, comprising:
37.1.1 minutes of all proceedings at general meetings;
37.1.2 copies of all written resolutions passed;
37.1.3 details of appointments of officers made by the Directors; and
37.1.4 minutes of meetings of the Directors and committees of the Directors, including the names of the Directors present at the meeting.
37.2 The Directors shall ensure that the records comprising 37.1.1 and 37.1.2 above shall be kept for at least 10 years from the date of the meeting or resolution, as the case may be.
38. The Seal
38.1 The Directors shall provide for the safe custody of the Seal (if any), which shall be used only by the authority of the Directors or of a committee authorised by the Directors on its behalf. The Directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed either by two authorised people or by one authorised person in the presence of a witness who attests the signature.
38.2 For the purposes of this Article, an authorised person is:
38.2.1 any Director;
38.2.2 the Secretary (if any); or
38.2.3 any person authorised by the Directors for the purpose of signing documents to which the Seal is applied.
Accounts and audit
39.1 The Directors shall comply with the requirements of the Act for keeping financial records, the audit or other scrutiny of accounts (as required) and the preparation and transmission to the Registrar of Companies of:
39.1.1 annual reports;
39.1.2 annual returns; and
39.1.3 annual statements of account.
39.2 The Directors shall comply with the requirements of the Act for circulating copies of annual accounts and reports and may take advantage of any provision within the Act that permits the circulation of accounting and reporting information in a form that is abbreviated or that otherwise differs from that required for transmission to the Registrar of Companies.
39.3 Except as provided by law, or authorised by the Directors or by Ordinary Resolution, no Voting Member or Club Member shall be entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a Voting Member or a Club Member.
Auditors shall be appointed and their duties regulated as required in accordance with the Act.
41. Means of communication
41.1 Subject to the Articles, the Company may deliver a notice or other document to a Voting Member:
41.1.1 by delivering it by hand to an address as provided in accordance with paragraph 4 of schedule 5 to the Act;
41.1.2 by sending it by post or other delivery service in an envelope (with postage or delivery paid) to an address as provided in accordance with paragraph 4 of schedule 5 to the Act;
41.1.3 by fax to a fax number notified by the Voting Member in writing;
41.1.4 in electronic form to an address notified by the Voting Member in writing; or
41.1.5 by a website, the address of which shall be notified to the Voting Member in writing.
41.2 This Article does not affect any provision in any relevant legislation or the Articles requiring notices or documents to be delivered in a particular way.
41.3 If a notice or document:
41.3.1 is delivered by hand, it is treated as being delivered at the time it is handed to or left for the Voting Member.
41.3.2 is sent by post orother delivery service in accordance with Article 41.1.2 above it is treated as being delivered:
126.96.36.199 24 hours after it was posted, if first class post was used; or
188.8.131.52 48 hours after it was posted or given to delivery agents, if first class post was not used;
provided it can be proved that a notice or document was delivered by post or other delivery service by showing that the envelope containing the notice or document was:
184.108.40.206 properly addressed; and
220.127.116.11 put into the postal system or given to delivery agents with the correct postage or delivery paid.
41.3.3 is sent by fax, providing that the Company can show that it was sent to the fax number provided by the Voting Member, it is treated as being delivered at the time it was sent.
41.3.4 is sent in electronic form, providing that the Company can show that it was sent to the electronic address provided by the Voting Member, it is treated as being delivered at the time it was sent.
41.3.5 is sent by a website, it is treated as being delivered when the material was first made available on the website, or if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
42.1 Subject to Article 42.3.2, but without prejudice to any indemnity to which a relevant officer may otherwise be entitled:
42.1.1 each relevant officer shall be indemnified out of the assets of the Company against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:
(a) in the actual or purported execution and/or discharge of his duties, or in relation to them; or
(b) in relation to the Company's (or any associated company's) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act),
including in each case any liability incurred by him in defending any civil or criminal proceedings, in which judgement is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company (or the affairs of any associated company); and
42.1.2 the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 42.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.
42.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law.
42.3 In this Article:
42.3.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
42.3.2 a relevant officer means any Director or other officer or former Director or other officer of the Company or an associated company (including any company which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act), but excluding in each case any person engaged by the Company (or an associated company) as auditor (whether or not he is also a Director or other officer), to the extent that he acts in his capacity as auditor).
Rules and bye-laws
43. Rules and bye-laws
43.1 The Directors may from time to time make such rules or bye-laws as it may deem necessary or convenient for the proper conduct and management of the Company or the Club, or for the purpose of prescribing classes and conditions of membership of either the Company, the Club or any group established to support the Company or the Club. In particular but without prejudice to the generality of the above, they may by such rules or byelaws regulate:
43.1.1 the rights and privileges of Voting Members and Club Members and the conditions of membership;
43.1.2 the conduct of Club Members in relation to one another and to the Company's employees and volunteers;
43.1.3 the setting aside of the whole or any part or parts of the Company's premises at any particular time or times or for any particular purpose or purposes;
43.1.4 the procedure at general meetings and meetings of the Directors and committees in so far as such procedure is not regulated by these Articles; and
43.1.5 the constitution and proceedings of the Club Council.
43.2 The Directors shall adopt such means as they deem sufficient to bring to the notice of Voting Members and Club Members all such rules or byelaws which, so long as they shall be in force, shall be binding on such Voting Members and Club Members provided nevertheless that no rule or byelaw shall be inconsistent with, or shall affect or repeal anything contained in the Articles.