Biggar RFC took the decision in 2017 to apply for charitable status and in September of that year OSCR, the Scottish Charity Regulator, confirmed that Biggar RFC Trust was officially constituted under the Charities and Trustee Investment (Scotland) Act 2005.
The road to gaining Charitable status was not an easy one and many hours were spent by Peter McDonald and Nigel Pacey to complete the necessary paperwork to ensure that the Trust met OSCR’s requirements.
CHARITABLE PURPOSES
3.1 The Charitable Purposes of the Club (“the Charitable Purposes”) are:
| 3.1.1 | to advance public participation in sport, particularly the sport of Rugby Union Football, so as to improve the health and well-being of a wide range of participants; |
| 3.1.2 | to provide, develop, manage and promote recreational facilities and related recreational activities available to the public generally; |
| 3.1.3 | to provide education, coaching and training through life-long learning in relation to sport, fitness, first aid and related skills to broaden the development of individual capabilities of children, youths, young adults and adults; and |
| 3.1.4 | to work with those involved in sport, particularly the sport of Rugby Union Football, in relation to all or any of these Charitable Purposes. |
PRIVATE COMPANY NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
BIGGAR RUGBY FOOTBALL CLUB
Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
David Frederick Adams
Keith Fulton
Denis Francis Lavery
Douglas Charles Low
Peter McDonald
Alistair Graham Somerville Stewart
Dated this 19th day of December 2016
THE COMPANIES ACT 2006
Company limited by guarantee and not having a share capital
ARTICLES of ASSOCIATION
Of
BIGGAR RUGBY FOOTBALL CLUB
2. DEFINITIONS
| Words | Meanings |
| AGM | the Annual General Meeting. |
| Articles | these Articles of Association, and any ancillary regulations thereunder, in force from time to time |
| Board | the Board of Trustees |
| CharitablePurposes | as described in Article 3 on the basis that these fall within section 7 of the Charities Act and are also regarded as charitable in relation to the application of the Taxes Acts. |
| Charities Act | the Charities and Trustee Investment (Scotland) Act 2005 and every statutory modification and re-enactment thereof for the time being in force |
| charity | “charity” means a body which is either a “Scottish charity” within the meaning of section 13 of the 2005 Act or a “charity” within the meaning of section 1 of the Charities Act 2006, providing (in either case) that its objects are limited to charitable purposes; |
| Club | BIGGAR RUGBY FOOTBALL CLUB |
| Companies Act | the Companies Act 2006 as amended and every statutory modification and re-enactment thereof for the time being in force |
| Electronic form | “electronic form” has the meaning given in section 1168 of the Act |
| EGIS | an Extraordinary General Meeting, and any General Meeting which is not an AGM |
| in writing | written printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible and non- transitory (albeit electronically-based) form. |
| members | all members of the Club (references to Voting Members and Non-Voting Members having the specific meanings ascribed respectively to them in Article 5). |
| month | calendar month |
| Companies Act | the Companies Act 2006 as amended and every statutory modification and re-enactment thereof for the time being in force |
| Electronic form | “electronic form” has the meaning given in section 1168 of the Act |
| EGIS | an Extraordinary General Meeting, and any General Meeting which is not an AGM |
| in writing | written printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible and non- transitory (albeit electronically-based) form. |
| members | all members of the Club (references to Voting Members and Non-Voting Members having the specific meanings ascribed respectively to them in Article 5). |
| month | calendar month |
| Officers | As per Clause 9 of these articles |
| Office | “Office” means the registered office of the company |
| OSCR | “OSCR” means the Office of the Scottish Charity Regulator and any future successor or successors thereof; |
| organisation | any body corporate, unincorporated association, society, federation, authority, agency, union, co-operative, trust, partnership or other organisation (not being an individual person |
| Place of Business | Hartree Mill, Biggar, MLI2 6JJ |
| property | any property, assets or rights, heritable or moveable, wherever situated in the world |
| Principal Officers | President & Vice President |
| Subscribers | those persons and/or organisations who have subscribed these Articles |
| Subsidiary | has the meaning given in section 1159 of the Act |
| Trustee(s) | Director(s) for the time being of the Club |
| Trustee forYouth | as defined in Article 8.4. |
2.2 These Articles supersede any model Articles contained within the Companies Act or any regulations pertaining thereto.
2.3 Words importing the singular number only shall include the plural number, and viceversa.
2.4 Words importing the masculine gender only shall include the feminine gender and vice versa
2.5 Subject as aforesaid, any words or expressions defined in the Companies Act shall, if not inconsistent with the subject or context, bear the same meanings in
the Articles.
| 3.1.1 | to advance public participation in sport, particularly the sport of Rugby Union Football, so as to improve the health and well-being of a wide range of participants; |
| 3.1.2 | to provide, develop, manage and promote recreational facilities and related recreational activities available to the public generally; |
| 3 1 3 | to provide education, coaching and training through life-long learning in relation to sport, fitness, first aid and related skills to broaden the development of individual capabilities of children, youths, young adults and adults; and |
| 3.1.4 | to work with those involved in sport, particularly the sport of Rugby Union Football, in relation to all or any of these Charitable Purposes. |
EqualOpportunities
| 3.2.I | In relation to its Charitable Purposes, the Club shall strive to avoid any intentional or unintentional discrimination against any group or individual on any grounds. |
| 3.2.2 | The Club shall work to ensure that its activities and services are accessible to people who are disadvantaged, or discriminated against in society, by virtue of their race, colour, nationality, ethnic origin, disability, marital or civil partnership status, age, gender, gender reassignment, sexual orientation, religious belief, political opinion, or their geography. |
| 3.2.3 | The Club acknowledges th at, in making th is provision, its activities and services may need to be modified in order to ensure the above. |
Powers
3.3 The CIub shall have powers, but only in furtherance of the Charitable Purposes. As expressed the Club shall have the following powers and declaring that the order in which these Powers are listed or the terms of the sub-headings are of no significance in terms of their respective priority which shall be deemed to be equal, namely
| 3.3.1Specific | |
| 3.3.1.1 | to identify, create, develop, manage and promote services and sporting activities for members of the Club, and where appropriate for members of the public |
| 3.3.1.2 | to own, operate, manage, administer and provide in Biggar facilities to enable thefurtherance of sport and Rugby Football in particular |
| 3.3.1.3 | to supply and make available, with or without charge, equipment and protective clothing to any person using any of the facilities or services provided by the Club or participating in any of the activities administered, organised, promoted or provided by the Club |
| 3.3.2General | |
| 3.3.2.1 | to encourage and develop a spirit of voluntary or other commitment by individuals, unincorporated associations, societies, federations, partnerships, corporate bodies, agencies, undertakings, local authorities, unions, co- operatives, trusts and others and any groups or groupings thereof willing to assist the Club to achieve the Charitable Purposes |
| 3.3.2.2 | to provide advice, consultancy, training, tuition, expertise and assistance to members of the club in relation to sport |
| 3.3.2.3 | to promote and carry out research, surveys and investigations and develop initiatives, projects and programmes |
| 3.3.2.4 | to prepare, organise, promote and implement training courses, exhibitions, lectures, seminars, conferences, events and workshops, to collect, collate, disseminate and exchange information and to prepare, produce, edit, publish, exhibit and distribute articles, pamphlets, books and other publications, tapes, motion and still pictures, music and drama and other materials, all in any medium |
| 3.3.3Property | |
| 3.3.3.1 | to purchase, take on lease, hire, or otherwise acquire any property suitable for the CIub and to construct, convert, improve, develop, maintain, alter and demolish any buildings or erections whether of a permanent or temporary nature, and manage and operate or arrange for the professional or other appropriate management and operation of the Club’s property; |
| 3.3.3.2 | to establish and administer a building fund or funds or guarantee fund or funds or endowment fund or funds |
| 334Employment | |
| 3.3.4.1 | to employ, contract with, train and pay such staff (whether employed or self- employed) as are considered appropriate for the proper conduct of the activities of the CIub |
| 3.3.5 Funding &Financial | |
| 3.3.5.1 | to collect rents and income for the use of any of the facilities owned, operated, managed, administered or provided by the Club |
| 3.3.5.2 | to make and collect charges for the use of any of the facilities or services administered, organised, promoted or provided by the Club or for the participation in any of the activities administered, organised, promoted or provided by the Club |
| 3.3.5.3 | to take such steps as may be deemed appropriate for the purpose of raising funds for the activities of the Club |
| 3.3.5.4 | to accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust |
| 3.3.5.5 | to borrow or raise money for the Charitable Purposes and to give security in support of any such borrowings by the Club and/or in support of any obligations undertaken by the Club |
| 3.3.5.6 | to set aside funds not immediately required as a reserve or for specific purposes |
| 3.3.5.7 | to open, operate and manage bank and other accounts and to invest any funds which are not immediately required for the activities of the Club in such investments as may be considered appropriate and to dispose of, and vary, such investments |
| 3.3.5.8 | to make grants or loans of money and to give guarantees |
| 3.3.5.9 | to employ as a professional investment manager any person who is entitled to carry on investment business under the supervision of the Financial Services Authority (or its successors) and to delegate to any such manager the exercise of all or any of its powers of investment on such terms and at such reasonable remuneration as the Board of Trustees thinks fit, and to enable investments to be held for the Club in nominee names, but subject always to the provisions of the Charities Act |
| 3.3.6 Development | |
| 3.3.6.1 | to establish, manage and/or support any other charity, and to make donations for any charitable purpose falling within the Charitable Purposes |
| 3.3.6.2 | to establish, operate and administer and/or otherwise acquire any separate trading company or association, whether charitable or not |
| 3.3.6.3 | to enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the Club and to enter into any arrangement for co-operation, mutual assistance, or sharing profit with any charity |
| 3.3.6.4 | to enter into contracts to provide services to or on behalf of others |
| 3.3.7 Ancillary | |
| 3.3.7.1 | to pay the costs of forming the CIub and its subsequent development |
| 3.3.7.2 | to ca rry out the Cha ritable Purposes in Scotland as principa I, agent, contractor, trustee or in any other capacity; and |
| 3.3.7.3 | to do anything which may be incidental or conducive to the Charitable Purposes so long as these are charitable. |
The structure of the CIub comprises :
| 4.I | Members- comprisingVoting Members, who have the right to attend the AGM (and any General Meeting) and have important powers under these Articles and the Companies Act, particularly in electing people to serve as Trustees and taking decisions in relation to any changes to these Articles andNon-Voting Members, who have the right to attend the AGM (and any General Meeting), but not to vote thereat; and |
| 4.2 | Trustees – who hold regular meetings between each AGM, set the strategy and policy of the Club, generally control and supervise the activities of the CIub and, in particular, are responsible for monitoring its financial position and, where there are no employees or managers appointed, are responsible also for the day-to-day management of the Club. |
o MEMBERSHIP
| 5.1.1 | The members of the Club shall consist of the Subscribers, all current members of the existing unincorporated association known as Biggar Rug by Football Club having its principal place of business at Hartree Mill, Biggar ML12 6JJ and such other persons and organisations as are admitted to membership in terms of this Article. The Board shall determine into which membership sub-category and subscription category each current member shall be placed, and their decision in th is respect shall be final. |
| 5414 | Membership shall be open to those who support the Club and its Charitable Purposes, who shall apply for membership in terms of Article5.5 and who shall pay the appropriate subscription (if any) in terms of Article 5.6, in respect of which the following shall apply:Voting Members, comprising the following sub- categories:Life Members, nominated by the President and approved by the Board;Honorary Members, nominated by the Board and elected by the Members at any AGM; andAdult Members, who are those of either gender aged 16 or overNon-Voting Members, comprising the following sub- categories:Youth Members, who are under the age of 16;and(iii) Associate Members, including other sports and special-interest clubs and associations, organisations, corporate members and temporary members.Non-Voting Members are neither eligible to stand for election to the Board nor to vote at any General Meeting. |
| 5.1.3 | In the event of any decision being required as to the eligibility for Voting Membership, whether by new applicants or on a continuing basis by existing members, this is a matter which shall be determined by the Board. |
| 5.2.I | Each member which is an organisation shall, within one month of admission to membership, appoint one named Authorised Representative and one named Depute. The Authorised Representative, whom failing the Depute, shall represent and act for such member at all General Meetings of the Club. The Depute may represent and act for such member only in the absence of the Authorised Representative. |
| 5.2.2 | Any change in the appointment of an Authorised Representative, and/or of a Depute, may be made at any time by the appointing member, but only by written notice served by the appointing member to the CIub. Such notice will take effect in respect of any meeting taking place 48 hours or more after receipt of the notice to the CIub to allow sufficient time for the appointing member to serve a copy of the notice to anyone named therein and to enable the Club to act upon such notification. |
| 5.2.3 | In the case of any dispute as to the correct Authorised Representative and/ or Depute serving at any time, the matter will be settled by the Secretary in accordance with the most recent notice validly received by the Club. |
Employees of the CIub shall w i I I be eligible for membership but may not act as Authorised Representative or Depute of one.
| 5.4.I | The Board shall maintain a Register of Members, setting out all relevant details of each member and the relative category of membership, together where relevant with details of the Authorised Representative and Depute. |
| 5.4.2 | The Register of Members is open to all members of the Club. |
| 5.4.3 | The Register of Members is open to non-members of the Club,provided that the applicant provides :the applicant’s name and address;the purpose for which the information is to beused; andwhether the information will be disclosed to any other person and, if so, the name and address of that other person and the purpose for which the information is to be used by that other person.The Club must within 5 working days either supply the information, subject to the data protection rights of its members, or apply to the Court for an order that the application is not for a proper purpose (and intimate this to the applicant). Where the information is provided, the Club may charge a fee for providing the information. |
| 5.5.I | Any individual who, or organisation which, wishes to become a member of the Club must sign a written application for membership in the form prescribed, if any, by the Board from time to time and lodge it with the CIub. |
| 5.5.2 | The Officers of the club shall consider such applications for membership promptly and shall inform each applicant whether he, she or it has been successful and, where relevant, in which category of membership he, she or it shall belong . In the event that an applicant is refu sed membersh ip by the officers they will be notified of the reason and may appea I to the Boa rd for their application to be reviewed, the decision of the Board in these respects being final. The Board may, at its discretion, refuse to admit any individual or organisation to membership, except for the reasons specified in clause 3. 2. 2. |
| 5.5.3 | A successful application for membership will not become effective until payment of the appropriate annual membership subscription has been received. |
| 5.6.I | Members shall be required to pay the appropriate annual membership subscription, if any. |
| 5.6.2 | The Voting Members may at each or any AGM fix any annual subscriptions (and, if relevant, different rates thereof for different categories). |
| 5.6.3 | Only those voting members who have paid their current subscription (where these are fixed) are entitled to vote at any General Meeting . |
| 5.6.4 | If the membership subscription payable by any member remains outstanding for more than three calendar months after the date on which it fell due (and providing the member in question has been given at least one written reminder), the Board may expel that member from membership. |
| 5.6.5 | An individual who, or organisation which, ceases (for whatever reason) to be a member shall not be entitled to any refund of membership subscription. |
Any member, or Authorised Representative or Depute thereof appointed in terms of Article 5.2, may no longer serve as such in any one or more of the following events:
| 5.7.1 | if by not less than 7 days’ prior notice in writing to the Club he, she or it resigns his, her or its membership; or |
| 5.7.2 | if, being an individual, he or she becomes insolvent or apparently insolvent or makes any arrangement or composition with his or her creditors generally; or |
| 5.7.3 | if, being an individual, he or she becomes prohibited from being a charity trustee by virtue of section 69(2) of the Charities Act; or |
| 5.7.4 | if the terms of Article 5. 6.4 are invoked by the Board; or |
| 5.7.5 | if, being an individual, he or she dies; or |
| 5.7.6 | if, being an organisation, it goes into receivership, goes into liquidation, dissolves or otherwise ceases to exist. |
GENERAL MEETINGS
| 6.1.1 | The Board may convene one General Meeting as an Annual General Meeting in each year, at such time as it may determine, althoug h the first AGM need not be held in the first year provided that, if it is to be held, it be held within 18 months after the date of incorporation of the Club. |
| 6.1.2 | Thereafter, if an AGNI is to be held, not more than 15 months shall elapse between the holding of one AGNI and the next. |
| 6.1.3 | The AGM does not need to be held exclusively in one place, provided that, where two or more members are not in the same place as each other, they are all able to communicate together and vote thereat. |
The business of each AGM shall include:
| 6.2.I | the report by the President on the activities of the CIu b; |
| 6.2.2 | the election of Trustees, President, Vice President and officers of the club; |
| 6.2.3 | the election of any Honorary Members (Article 5.1.2(a) refers) |
| 6.2.4 | the fixing of annual subscriptions; |
| 6.2.5 | the report of the independent financial examiner; |
| 6.2.6 | receiving the annual accounts of the CIub; and |
| 6.2.7 | the appointment of the independent financial examiner. |
| 6.2.8 | The approval of the short and medium term plans and strategy for the club |
6.S Convening an EGM
| 6.3.1 | Any three or more Trustees may convene an EGM whenever he or she thinks fit. |
| 6•3•2 | The Board must convene an EGM within 28 days of a valid requisition. To be valid, such requisition must:be signed by not less than 5 of the Voting Members;clearly state the objects of the meeting; andbe deposited with the CIub.Such requisition may consist of several documents in like form each signed by one or more requisitionists. |
| 6.3.4 | Any such meeting convened in terms of this Article shall not be an AGM. |
| 6.4.I | 14 clear days’ notice at the least shall be given of every AGNI and EGNI. |
| 6.4.2 | The notice shall specify the place, the day and the hour of meeting and, in the case of special business, the specific nature of that business. |
| 6.4.3 | The notice shall be sent, in the manner specified in Article 16, to all members and to such persons or organisations as are under these Articles or under the Companies Act entitled to receive such notices and shall include details of Trustees and Officers offering themselves for election, any proposed amend ments to subscriptions and other agenda items other than reports. |
| 6.4¥4 | With the consent of not less than 90% of the Voting Members having the right to attend and vote thereat, a General Meeting may be convened by such shorter notice as they may think fit in the circumstances. |
| 6.4.5 | The accidental omission to give notice of a General Meeting to, or the non-receipt of such notice by, any members, persons or organisations entitled to receive notice thereof shall not invalidate any resolution passed at or proceedings of any AGM or EGM. |
The President of the Club, whom failing any Vice-President of the Club (if any), shall act as chairperson of each General Meeting. If neither the President nor any Vice- President is present and willing to act as chairperson of the meeting within 15 minutes after the time at which the General Meeting in question was due to commence, the Trustees present shall elect from among themselves the Trustee who will act as chairperson of that meeting.
| 6.6.1 | The quorum for a General Meeting shall be T W E N TY ( 2 0) of the Voting Members, present in person or by proxy in terms of Article 6.8. No business shall be dealt with at any General Meeting, other than the appointment of the chairman of the meeting in terms of Article 6.5, unless a quorum is present. |
| 6.6.2 | If a quorum is not present within 15 minutes after the time at which the General Meeting was due to commence- or if, during a General Meeting, a quorum ceases to be present- the General Meeting shall stand adjourned to such time and place as may be fixed by the chairman of the meeting. |
| 6.7.I | The chairman of the meeting (see Article 6.5) shall endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to the vote. |
| 6.7.2 | Each Voting Member of the Club is able to attend and speak at any General Meeting and shall have one vote, to be exercised in person or by proxy in terms of Article 6.8 |
| 6.7.3 | In the event of an equal number of votes for and against any resolution, the chairman of the meeting shall have a casting vote as well as any deliberative vote. |
| 6.7.4 | Each Non-Voting Member is able to attend and speak at any General Meeting but shall have no vote (or, if an organisation , via its Authorised Representative or Depute in terms of Article 5.2) |
| 6.7.5 | Where a Trustee does not have to be, or cannot be, a member of the Club, he or she may attend and speak at any General Meeting, but in those circumstances may not vote thereat. |
| 6.7.6 | The chairman of the meeting may permit any other person or persons to attend a General Meeting who otherwise has no right to do so, as an observer or observers. In that event, it shall be at the discretion of the chairman of the meeting whether any such observer may be invited to speak thereat. |
| 6.7.7 | 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 of the meeting whose decision shall be final and conclusive. |
Whilst personal attendance at a General fleeting is encouraged, an Voting Nlember shall be entitled to complete one form of proxy in order to appoint a proxy to attend a General fleeting on his or her behalf, in respect of which the following apply:
| 6.8.1 | A proxy need not be a member |
| 6.8.2 | a proxy appointed to attend and vote at any meeting instead of a Voting Member shall have the same rig ht as the appointing Voting Member to speak at the meeting and to vote thereat |
| 6.8.3 | the form appointing the Proxy, which may specify how the proxy is to vote (or to abstain from voting) on one or more resolutions, shall be in the general terms (to be varied as required to fit the circumstances) of the form shown in the Schedule 2 annexed to these Articles; |
| 6.8.4 | the form appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, shall be lodged with the CIub not less than 48 hours before the time of the start of the meeting or adjourned meeting at which the person named in the form proposes to vote, and in default the instrument of proxy shall not be treated as valid; |
| 6.8.5 | no instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution, unless it expressly states to the contrary, in which event it shall be treated as valid until rescinded by the granter in writing to the Club; |
| 6.8.6 | a vote given in accordance with the terms of a form of proxy shall be valid notwithstanding the previous death or sanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, sanity or revocation as aforesaid shall have been received by the Club before the commencement of the meeting or adjourned meeting at which the proxy is used (not having been deliberately withheld); |
| 6.8.7 | appointment of a proxy may be revoked by the granter by written notice received by the Club not less than 48 hours before the time of the start of the General Meeting (or adjourned meeting) to which it relates; and | |||||||
| 6.8.8 | any reference in theseinclude voting by proxy | Articles | to | voting | being | “in | person” | shall |
| 6.9. i | such demand must be made either by the chairman of the meeting, or by two or more Voting Members having the right to vote on the resolution; |
| 6.9.2 | such demand may be made at any time prior to a show of hands on that resolution, or immediately after the result of a show of hands on that resolution is declared; |
| 6.9.3 | a demand for a secret ballot may be withdrawn by its proposers prior to the secret ballot taking place, provided that the chairman of the meeting consents to the withdrawal; and |
| 6.9.4 | the secret ballot shall be conducted in such a manner as the chairman of the meeting may direct, and the chairman of the meeting shall appoint and instruct tellers, who may cast their own personal votes if they themselves are Voting Members, and the result shall be declared by the chairman of the meeting at the same meeting at which the ballot is taken. |
At any General Meeting a resolution put to the vote of the meeting shall be voted upon by a simple majority of the Voting Members who are present and voting thereon, except for decisions relating to any of the following Special Resolutions, which shall require to be decided upon by not less than 75% of the Voting Members present and voting thereon (no account therefore being taken of members who abstain from voting or who are absent from the meeting), namely:
| 6.Io. i | to alter the name of the CIub; or |
| 6.10.2 | to amend the Charitable Purposes; or |
| 6.10.3 | to amend these Articles; or |
| 6.10.4 | to wind up the CIu b in terms of Article 20; or |
| 6.10.5 | to amend the maximum number of Trustees in terms of Article 7. 4; or |
| 6.10.6 | to purchase or sell any heritable property owned by the Club or any of its subsidiaries; or |
| 6.10.7 | to lease out any heritable property owned by the Club or any of its subsidiaries and to take on lease any heritable property belonging to a third party; or |
| 6.10.8 | to form, acquire or dispose of any subsidiary; or |
| 6.10.9 | to acquire or dispose, whether by the Club or by any of its subsidiaries, of any shares of any other company or the participation or cessation of participation by the Club or by any of its subsidiaries in any formal trust or joint venture; or |
| 6.10.10 | to create or issue or allow to come into being any mortgage, security, charge or other encumbrance upon any part or parts of the property or assets of the CIub or to obtain any advance or credit in any form other than normal trade credit, or to create or issue by any subsidiary of any debenture or loan stock; or |
| 6.10.11 | to grant any guarantee or indemnity to any party, other than any wholly-owned subsidiary of the Club; or |
| 6.10.12 | aII other SpeciaI Resolutions. |
| 6.II. I | written notice of the proposed amendment is received by the Club from a member entitled to vote thereat not less than 48 hours before the time appointed for the holding of the meeting or adjourned meeting; and |
| 6.I 1.2 | the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution. |
| 6.12.1 | the chairman of the meeting proposes the amendment at the General Meeting at which the Special Resolution is to be proposed; and |
| 6.12.2 | the amendment does not go beyond what is necessary to correct a grammatical, interpretative or other non-substantive error in the Special Resolution. |
| 6.14.1 | An ordinary resolution in writing signed by or on behalf of a simple majority of all the Voting Members shall be as valid and effective as if the same had been passed at a General Meeting of the Club duly convened and held, provided that the terms of this Article are followed. |
| 6.14.2 | A Special Resolution in writing signed by or on behalf of not less than 75% of all the Voting Members shall be as valid and effective as if the same had been passed at a General Meeting of the Club duly convened and held, provided that the terms of this Article are followed. |
| 6.14.3 | Written resolutions may not be used either for the removal of a Trustee prior to the expiration of his or her term of office, or for the removal of an independent financial examiner prior to the expiration of his or her term of office. |
| 6.14.4 | Any written resolution must be issued in hard copy (by hand or by post) or in electronic form (by fax or e- mail), or by means of a website at the same time, to all Voting Members on the Circulation Date (that is, the date on which copies of the written resolution are sent to the Voting Members). |
| 6.14.5 | Where such a written resolution is proposed by the Board, it must include the following express statements:an explanation to the eligible members how to signify their agreement to the resolution;how it can be sent back by them, and whether in hard copy (by hand or by post) and/or in electronic form (by fax or by e-mail);clarification that a failure to reply will be deemed to be a vote against the resolution in question; andthe date by which the resolution must be passed if it is not to lapse (that is, the date which is 28 days after the Circulation Date). |
| 6.14.6 | Where such a written resolution is proposed by members, the following shall apply:the resolution must be requested by not less than 5% of the Voting Members (“the mem bers’ request”);the members’ request may be made in hard copy (by hand or by post) or in electronic form (by fax or by e-mail);the members’ request must identify the resolution to be put to members. The Board can reject this if it is, in its opinion, either frivolous, vexatious, defamatory of any person or would be ineffective (whether by reason of inconsistency with any enactment or these Articles or otherwise);the members’ request can include an accompanying statement (not exceeding :I,000 words) which they can require the Club to issue with the written resolution to all Voting Members; |
| within 21 days, the Club must circulate the resolution and any accompanying statement with the express statements referred to in sub-clausehereof; and the Club may charge a reasonable fee to the requesting members to cover its costs of circulation of the members request. | |
| 6.14.7 | Any such written resolution may consist of several documents in the same form, each signed by or on behalf of one or more Voting Members. |
| 6.14.8 | Once a Voting Member has signed and returned a written resolution in agreement thereto, his or her agreement is irrevocable. |
The strategy and affairs of the Club shall be directed and managed by a Board of Trustees elected in terms of Article 8.
| 7.4.I | The Board may delegate any of its powers to any sub-committee or persons or person, by such means, to such an extent and on such terms and conditions as it thinks fit, and may at any time revoke such delegation, in whole or in part, or alter such terms and conditions. If the Board so specifies, any such delegation may authorise further delegation of the Board’s powers by any sub-committee or persons or person to whom they are delegated. |
| 7.4.2 | Any sub-committee so formed or persons or person to whom delegation of powers is made in terms of Article 7. 3.1 shall, in the exercise of the powers so delegated, conform to any remit and regulations imposed on it by the Board. |
| 7.4.3 | In the case of delegation to any one or more sub-committees, each shall consist of not less than one Trustee and such other person or persons as the Board thinks fit or which it delegates to the committee to appoint. The meetings and proceedings of any such sub-committee shall be governed by the provisions of these Articles for regulating the meetings and proceedings of the Board so far as applicable (and, without prejudice to that generality including Articles 12.4. 5 and 12. 6) and so far as the same shall not be amended or superseded by any specific regulations made by the Board for all or any sub-committees. A sub-committee may invite or allow any person to attend and speak, but not to vote, at any of its meetings. Such sub-committee shall regularly and promptly circulate, or ensure the regular and prompt circulation of, the minutes of its meetings to all Trustees. |
| 7.5.I | The number of Trustees shall be not fewer than FO U R (4) and, unless otherwise determined by special resolution at a General Meeting (but not retrospectively), not more than SIX (6). |
| 7.5.2 | The Board may act notwithstanding any vacancy in it, but where the number of Trustees falls below the minimum number specified in this |
| Article, it may only do so for the purpose of appointing sufficient Trustees to match or exceed that minimum. |
| 8.1.1 | The Subscribers and any one or more individual persons whom the Interim Board chooses to co-opt as Co-opted Trustees in terms of Article 8.1.3, shall comprise the Interim Board of Trustees. |
| 8¥ I¥2 | The Interim Board shall remain in office until the first AGM, at which time each Trustee on the Interim Board shall retire, but may remain eligible for election thereat (without the period of office between the date of incorporation and the first AGM counting as a term of office). |
| 8.1.3 | The Co-opted Trustees chosen by the Board to be co-opted in terms of Article 8.1.1 shall be subject to the terms of Article 8’. 5, excepting only that in the period up to the first AGM, the Board may co-opt as many Co-opted Trustees as it wishes provided that the total number of Trustees at any time does not exceed the maximum number of Trustees in terms of Article 7.4.2. |
| 8.1.4 | For the avoidance of doubt, the terms of Article 8.4 shall apply to the Interim Board. |
From and after the first AGM of the Club, the Board shall comprise:
| 8.2.I | up to SIX (6) individual persons elected as Trustees by the Voting Members in terms of Article 8.3(“the Elected Trustees”), subject to the terms of Article 8.4; and |
| 8.2.2 | up to TWO (2) individual persons co-opted as Trustees in terms of Article 8. 5 (“the Co-opted Trustees”). |
| 8.3.I | At the first and each subsequent AGM, all of the Elected Trustees (or the nearest number upwards) shall retire from office. A retiring Elected Trustee shall retain office until the close or adjournment of the meeting. A retiring Trustee shall be eligible for re-election, but no Trustee can serve more than FIVE (5) consecutive terms of office, without at least one year out of office before being eligible again. | |||||||||||
| 8.3.2 | Nomination of any Elected Trustee shall be in writing by not lessthan any two Voting Members. The nominee, who must be a Voting Member, shall confirm his or her willingness to act as an Elected Trustee if elected and, if required, shall provide a statement to explain the nominee’s suitability. All nominations to be valid must be delivered to the CIub (or to such other address for the CIub as specified in the nomination form) not less than two days prior to the date of the AGM in question. | |||||||||||
| 8.3.3 | Election | of | any | Elected | Trustee | shall | be | by | vote | of | the | Voting |
| Members, each Voting Member having one vote for each vacancy in the Elected Trustees on the Board. |
| 8.4.1 | At all times the Board shall ensure that one of the Elected Trustees, after election, is appointed specifically by it as the Trustee for Youth, who will represent the interests of, and communicate on behalf of the Board with, those Non-Voting Members who are either Full-time Students or Youth Members under the age of 16 years. |
| 8.4.2 | Notwithstanding the general power contained in Article 12.5, the Board may specifically invite Full-time Students and / or Youth Members to attend, or allow any of them to speak, but not to vote, at part or all of any meeting of the Board. |
From the first AGM onwards, up to TWO (2) individuals may be co-opted from time to time by the Board of Trustees itself, as follows:
| 8.5.1 | Subject to Article 8.5.3, a Co-opted Trustee shall serve until the next AGM after his or her co-option. |
| 8.5.2 | A Co-opted Trustee can be re-co-opted by the Board immediately after such next AGM. |
| 8.5.3 | A Co-opted Trustee can be removed from office at any time by a simple majority of the Board. |
| 8.5.4 | For the avoidance of doubt, a Co-opted Trustee may participate fully in and vote at all Board meetings which he or she attends. |
The Board may from time to time fill any casual vacancy arising as a result of the retiral (or deemed retiral for any reason) of any Elected Trustee, from or after the date of such retiral or deemed retiral until the next AGM.
| 8.7.1 | is prohibited from being a member in terms of Article 5; or |
| 8. 7. 2 | is prohibited from being a charity trustee by virtue of section 69(2) of the Charities Act; or |
| 8.7. 3 | is considered by the Board to have been in serious or persistent breach of either or both of the duties listed in sections 66(1) and 66(2) of the Charities Act, such Trustee being entitled to be heard prior to the Board taking a decision; or |
| 8. 7.4 | holds any office of profit or is employed by the CIub (except where the provisions of Article 10.4 shall apply); or |
| 8.7.5 | has a significant conflict of interest which the Board considers has and is likely to continue to undermine his or her ability to act impartially as a Trustee; or |
| 8.7. 6 | becomes incapable for medical reasons of fulfilling the duties of his or her office and ,such incapacity, as certified if necessary by two |
| medical practitioners, is expected to continue for a period of more than six months from the date or later date of such certification; or | |
| 8.7.7 | is absent (without permission) from more than three consecutivemeetings of the Board, and the Board resolves to remove him or her from office; or |
| 8.7.8 | being an Elected Trustee, ceases to be a Voting Member; |
| 8. 7. 9 | or resigns as a Trustee by notice in writing to the Club or dies |
| Treasurer | Secretary | Playing Convenor |
| Fixture & Match Secretary | Ist Team Manager | 2nd/3rd Team Manager |
| Sponsorship Convenor | Social Convenor | Past President |
| House & Fabric Convenor | Field Convenor | Merchandising Convenor |
| Membership Convenor | Colts Convenor | Midi Convenor |
| Mini Convenor | Ladies Convenor | Club Captain |
| Child and Vulnerable AdultProtection Officer | Development Team Manager | |
| 10.4. I | repayment of out-of-pocket expenses to Trustees (subject to prior agreement by the Board); or | ||||||||
| 10.4.2 | reasonable remuneration to a member or any Trustees in return for specific services actually rendered to the CIub (not being of a management nature normally carried out by a director of a company); or | ||||||||
| 10.4.3 | payment of interest at a rate not exceeding the commercial rate on money lent to the CIub by any member or Trustee; or | ||||||||
| 10.4.4 | payment of rent at a rate not exceeding the open market rent for property let to the CIub by any member or Trustee; or | ||||||||
| 10.4.5 | the purchase of property from any member or Trustee provided thatsuch purchase is at or below market value or the sale of property to any member or Trustee provided that such sale is at or above market value; or | ||||||||
| 10.4.6 | payment to one where appropriate | or | more | Trustees | by | way | of | any | indemnity |
1I.1 Any Trustee and/or employee who has a personal interest (as defined in Article 11.2) in any prospective or actual contract or other arrangement with the CIub must declare that interest generally to the Board and at all relevant meetings of the Club. Where such an interest arises, the provisions within Article
11.3 shall apply.
11.2 A personal interest includes the following interests:
| I 1.2.I | those of the Trustee or employee in question; and |
| I 1.2.2 | those of his or her partner or close relative; and |
| I 1.2.3 | those of any business associate; and |
| I 1.2.4 | those of any firm of which he or she is a partner or employee; and |
| 11.2.5 | those of any limited company of which he or she is a director, employee or shareholder of more than 5% of the equity; and |
| I 1.2.6 | those of any person or organisation responsible for his or her appointment as a Trustee. |
I I .3 Whenever a Trustee finds that there is a personal interest, as defined in Article 11.2, he or she has a duty to declare this to the Board meeting in question. In that event, in order to avoid a material conflict of interest arising, the Trustee in question cannot partake in discussions or decisions relating to such a matter.
| 1¥3¥ | It shall be for the chairman of the meeting in question to determine |
| whether the Trustee in question should at the least be required to beabsent during that particular element of the meeting. In terms of Article 12.1, where a Trustee leaves, or is required to leave, the meeting in question, he or she no longer forms part of the quorum thereat. | |
| 1L3.2 | The Board may at any time resolve, but without taking a specific vote onthe matter, to authorise any Trustee to continue acting where a real or potential conflict of interest exists in relation to a personal interest of that Trustee, but where it considers that the interests of the CIub have not been nor are likely to be prejudiced as a result. The Trustee in question cannot be considered as part of the quorum for that part of any Board meeting giving consideration to this authorisation. |
| 11.3.3 | The Board may resolve at any time to require all Trustees and employees to deliver a Notice of Relevant Interests to the Registered Office (or elsewhere as it may determine), as they arise and at least annually. In that event, the Board shall determine from time to time what additional interests to those listed in Article 11.2, if any, shall be relevant interests and shall ensure that a Reg ister of Notices of Relevant Interests is maintained. |
| I 1.3.4 | If existing, the Register of Interests shall be open for inspection by both the Board and members of the CIub and, with the express prior written approval of the Trustee or employee concerned, by members of the public. |
IN. 1 @UOFUP¥t
| 12.I. I | The quorum for Board meetings shall be not less than two thirds of all the Trustees. |
| 12.1.2 | No business shall be dealt with at a Board meeting unless a quorum ispresent. |
| 12.1.3 | A Trustee shall not be counted in the quorum at a meeting (or atleast the relevant part thereof) in relation to a resolution on which, whether because of personal interest or otherwise, he or she is not entitled to vote. |
| 12.2.1 | Meetings of the Board may take place in person or by telephone conference call, video conference call or by any other collective electronic means approved from time to time by the Board. | |||||||||||
| 12•2•2 | Not less than 14 clear days’ notice in writing shall be given of any meeting of the Board at which a decision is to be made in relation to any matter requiring to be decided by Special Resolution (as listed in Article 6.10), which notice shall be accompanied by an agenda and any papers relevant to the matter to be decided. All other Board meetings shall require not less than 7 days’ prior notice, unless all Trustees agree unanimously in writing to dispense with such notice on any specific occasion. | |||||||||||
| 12.2.3 | A | Trustee | may | and, | on | the | request | of | a | Trustee, | the | Company |
| Secretary shall, at any time, summon a meeting of the Board bynotice served upon all Trustees, to take place at a reasonably convenient time and date. |
The President, whom failing any Vice- President, shall be entitled to preside as chairman of all Board meetings at which he or she shall be present. If at any meeting neither the President nor any Vice- President is present and willing to act as chairman of the meeting within 15 minutes after the time appointed for holding the meeting, the remaining Trustees may appoint one of the Trustees to be chairman of the Board meeting, which fa iling the meeting shall be adjourned until a time when the President or a Vice- President will be available.
| 12.4.1 | The chairman of the Board meeting shall endeavour to achieve consensus wherever possible but, if necessary, questions arising shall be decided by being put to the vote, on a show of hands only, each Trustee present having one vote. |
| 12.4.2 | All decisions of the Board shall be by a simple majority at any meetingwhich is quorate at the time the decision is taken. |
| 12.4.3 | The decisions requiring a Special Resolution (listed in Article 6.10) cannot be taken by the Trustees alone, but must be taken also by the Voting Members in General Meeting in terms of Article 6.10 and only thereafter acted upon by the Board as directed by the Voting Members. |
| 12.4.4 | In the event of an equal number of votes for and against anyresolution at a Board meeting, the chairman of the meeting shall have a casting vote as well as a deliberative vote. |
| 12.4.5 | A resolution in writing (whether one single document signed by allor a sufficient majority of the Trustees or all or a sufficient majority of the members of any sub-committee), whether in one or several documents in the same form each signed by one or more Trustees or members of any relative sub-committee as appropriate, shall be as valid and effectual as if it had been passed at a meeting of the Board or of such sub-committee duly convened and constituted. |
The Board may invite or allow any person to attend and speak, but not to vote, at any meeting of the Board.
The Board shall cause minutes to be made of all appointments of officers made by it and of the proceedings of all General Meetings and of all Board meetings and of sub- committees, including the names of those present, and all business transacted at such meetings and any such minutes of any meeting, if purporting to be signed after approval, either 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. The minutes shall be retained for at least 10 years and made available to members
on request.
| 12.7. I | All acts bonafidedone by any Board meeting, or of any sub- committee, or by any person acting as a Trustee shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Trustee or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Trustee. Where the Trustees or Officers of the club have found that an error or act has been carried out incorrectly as described in article 12.7.1 the Trustees and Officers will meet to agree what corrective action should be taken and advise the members of their decision. |
| 12.7.2 | No alteration of these Articles and no direction given by SpecialResolution shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given. |
The Board may from time to time promulgate, review and amend any Ancillary Reg ulations, Guidelines and/or Policies, subordinate at all times to these Articles, as it deems necessary and appropriate to provide additional explanation, guidance and governance to themselves, members, employees, stakeholders and/or others.
13. 1 Company Secretary
The Board may appoint a Company Secretary for such term and upon such conditions as it may think fit. The Company Secretary may be removed by the Board at any time, subject to the terms of any prevailing contract.
13. 2 NinuteSecretary
The Board may appoint a Minute Secretary, for the purposes of Article 12. 6, for such term and upon such conditions as it may think fit. The Minute Secretary may be removed by the Board at any time, subject to the terms of any prevailing contract. The Board may award an annual salary, honorarium or other appropriate fee to the Minute Secretary at its discretion, but can only do so if the Minute Secretary is not a Trustee.
The Voting Members in General Meeting may, on a proposal from the Board, agree to the appointment of one or more Honorary Patrons of the Club, to be appointed for such fixed period (usually of five years) as those Members determine. The Honorary Patron or Patrons would be entitled to notice of all General Meetings and to attend and contribute to discussion but not to vote thereat.
The banking account or accounts of the CIub shall be kept in such bank or building society and/ or banks or building societies as the Board shaII from time
to time determine.
All cheques and other negotiable instruments, and all receipts for monies paid to the Club, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
15. 4. Accounting Records
The Board shall cause accounting records to be kept in accordance with the requirements of the Companies Act and other relevant regulations.
T S.5 The accounting records shall be maintained by the Treasurer and overseen by the President and Vice President or otherwise by, or as determined by, the Board. Such records shall be kept at such place or places as the Board shall think fit and shall always be open to the inspection of the Trustees. The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the CIub or any of them shall be open to the inspection of the members of the CIub.
Once at least in every year, or as otherwise provided for by the Companies Act, the accounts of the Club shall be examined by an independent financial examiner, who shall be appointed by the Board on the direction of members in General Meeting.
At or before each AGM, or otherwise after the Accounts have been approved by the Board, it shall provide the members with a copy of the accounts for the period since the last preceding accounting reference date (or in the case of the first account since the incorporation of the Club). The accounts shall be accompanied by proper reports of the Board and the independent financial examiner.
T6.1. A notice may be served by the Club upon any member, either personally or by sending it by post, fax, e-mail or other appropriate electronic means, addressed to such member at his or her or its registered address as appearing in the Reg ister of Members.
\6.2 Any notice, whether served by post or otherwise, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post or is otherwise dispatched.
specifically requests all such correspondence and notification by post) or otherwise if publicised on the website of the Club where the CIub has advised each member of this and has taken due steps to notify by other reasonable means all other members who state that they do not have access to the Internet.
Subject to the terms of the Companies Act and without prejudice to any other indemnity, the Trustees, Officers, or member of any sub-committee, the Company Secretary, Treasurer and all employees of the CIub shall be indemnified out of the funds of the CIub against any loss or liability (including the costs of defending any court proceedings) which he, she or they may respectively incur or sustain, in connection with or on behalf of the Club and each of them shall be chargeable only for so much money as he or she may actually receive and they shall not be answerable for the acts, receipts, neglects or defaults of each other, but each of them for his or her own acts, receipts, neglects or defaults only.
Subject to the terms of Article 6.10, no alteration in these Articles may at any time be made unless by the decision of not less than 75% of the Voting Members present (in person or by proxy) and voting at a General Meeting called specifically (but not necessarily exclusively) for the purpose.
