ESA Annual General Meeting 2018


This will take place on Thursday March 22nd at the Mechanics Institute.

Provisional Minutes of 2017 AGM (to be approved at the 2018 AGM).

 If you are not already a member of the Eyam Sports Association then this is how you can join:

 

1.  Download the Application form file below. Each gives 2 forms. Reuse or recycle the spare form.

2. On one form, complete the details for each person who lives at your address who wants to join the ESA.

3. Send or take the completed form(s) and payment to:

Archie Hartwright, Croft House, Tideswell Lane, Eyam, S32 5RD

or to the Country Stores Fruit and Veg. shop.








Members should be aware of the contents of the following documents

COMPANIES ACTS 1985 AND 1989

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

 

 

  

Rules of membership

 

1. Name

 

The Company is called Eyam Sports Association Ltd.

 

2. Objects

 

The objects of the Sports Association are:

 

To promote for the benefit of the inhabitants of Eyam, Derbyshire and the surrounding area the provision of facilities for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving the condition of life of the said inhabitants.

 

3. Admission of members

 

3.1     Membership is open to any individual living within the electoral Parish of Eyam and others who are interested in furthering the objectives of the Sports Association who

 

3.1.1    (being an organisation), has objects consistent with those of the Company

 

3.1.2    consents in writing to become a member either personally or in the case of a member organisation, through an authorised representative.

 

4. Membership approval

 

4.1     Application for membership must be approved by the Directors and applicants will be notified once the application review has been completed.

 

5. Membership fees

 

5.1     Membership of the Association requires the payment of £1 with the application. This payment represents the member's limited guarantee and will be ring fenced to pay towards the costs of dissolution and the liabilities incurred, should the Company be dissolved.

 

5.2     Thereafter members will be required to pay the annual subscription. The amount due as a subscription will be reviewed and agreed at the AGM.

 

6. Management

 

6.1     Management of the Association must be entrusted to a committee consisting of the Chairperson, Vice-Chairperson, Secretary, Treasurer (the 'Officers') and up to five other elected Directors and other co-opted Directors.

 

6.2     The quorum for the transaction of business of the Directors may be fixed by the Directors but shall not be less than one third of their number or two Directors, which ever is the greater.

 

6.3     The Directors may at any time and from time to time fill any casual vacancy among the office rs and the committee.

 

6.4     A director shall hold office only until the next AGM. If not reappointed s/he will vacate office at that time.

 

6.5     The Directors may appoint a person who is willing to act as a Director either to fill a vacancy or as an additional Director. A Director so appointed shall hold office only until the next following AGM. If not reappointed at such AGM s/he shall vacate office .

7. Accounts

 

Full audited accounts of the financial affairs of the Association must be made available to every member when notice convening the AGM is given.

 

8. Annual General Meetings

 

8.1     An AGM must be held within the first 18 months of the registration of the ESA Ltd. (the `Company') and thereafter no longer than 12 months from the previous AGM.

 

8.2     At an AGM the members

 

8.2.1 receive and confirm the minutes of the previous AG

 

8.2.2 receive the audited accounts of the company

 

8.2.3 receive the Directors annual report on the company's activities since the previous AGM

 

8.2.4 accept the retirement of the Directors

 

8.2.5 elect persons to be Directors and Officers to fill vacancies arising

 

8.2.6 appoint auditors for the company

 

8.2.7 review association fees and charges and agree them for the coming year

 

8.2.8 confer on any person the honorary title of Patron, President or Vice-President of the Sports Association (with his or her consent).

 

8.2.9 discuss and determine issues of policy or deal with any other business put before them

 

8.3       Members are entitled to attend general meetings personally or (in the case of a member organisation ) by an authorised representative.

 

8.4       AGMs are called on at least 21 clear days written notice specifying the business to be discussed.

 

9. Extraordinary General Meetings

 

9.1       All meetings other than the AGM will be called Extraordinary General Meetings, and will be called on at least 14 days written notice.

 

9.2       An EGM may be called at any time by the Directors and must be called within 28 days on a written request from at least 15% of the members entitled to vote. Such a request must state the purpose for which the meeting is required and must be sent to the Secretary.

 

10. Procedures at Extraordinary General Meetings

 

10.1     There is a quorum at an EGM if the number of members or authorised representatives personally present is at least 6. No business can be transacted unless a quorum is present and, if a meeting begins or becomes inquorate, then it must be adjourned. The Chairperson, with the consent of the members present can adjourn either an inquorate meeting or a quorate meeting with unfinished business for up to 30 days.

 

10.2     If a quorum is not present within half an hour of the time for starting, or if a quorum ceases to be present, the meeting will be adjourned to a time and place determined by the Directors.

 

10.3     The Chairperson presides at a general meeting. If s/he is unable or unwilling to preside then the vice-Chairperson presides, if slhe is unable or unwilling to do so then some other member elected at the meeting presides.

 

10.4     The Chairperson may with the consent of a quorate meeting adjourn the meeting to another time and place, but no other business shall be transacted other than that which would have be transacted at the adjourned meeting. If a meeting is adjourned for 14 days or more, at least 7 clear days notice must be given of the new time, place and general nature of the business to be transacted. Otherwise it will not be necessary to give notice.

 

10.5   Every issue is decided by a majority of votes cast on a show of hands unless a poll is demanded. A declaration that a resolution has been carried or lost on a show of hands must be entered in the minutes. The Chairperson or any two members may ask for a count of votes (poll).

 

10.6   The demand for a poll may be withdrawn.

 

10.7   A poll may be taken as the Chairperson directs, s/he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result shall be deemed to be a resolution of the meeting at which it was demanded.

 

10.8   Except for the Chairperson of the meeting, who has a second or casting vote, every member or authorised representative ( over the age of 18 ) has one vote on each issue.

 

10.9   A poll demanded upon the election of a Chairperson or on a question of adjournment shall be taken immediately. A poll demanded on any other question can be taken immediately or at some other time and place as the Chairperson directs, but not later than 30 days after the poll was demanded. This shall not stop any other business. If the demand for a poll is made before the declaration of the result of a show of hands and the demand is withdrawn, the meeting shall continue as if the demand had not been made.

 

10.10 No notice need be given of a poll not taken immediately if the time and place at which it is to be taken is announced at the meeting at which it is demanded. In other cases at least 7 days dear notice shall be given specifying the time and place at which the poll is to be taken.

 

10.11 A written resolution signed by all those entitled to vote at the general meeting is as valid as a resolution actually passed at a general meeting.

 

11. Termination of membership

 

Membership is terminated if the member concerned:

 

11.1   gives written notice of resignation to the company

 

11.2   dies or in the case of an organisation, ceases to exist

 

11.3 is 6 months in arrears in paying the relevant subscription, but may be reinstated on payment of the amount due.

 

11.4 is removed from membership by resolution of the Directors on the ground that in their reasonable opinion the members continued membership is harmful to the company (but only after notifying the member in writing and considering the matter h the light of any written representations which the member concerned puts forward within 14 dear days after receiving the notice.)

 

11.5 ceases to comply with the rules of membership.

12 Modification of the rules

 

No change can be made other than by the Directors

 

12.1 The Directors may from time to time make rules or bye laws as they deem necessary or expedient or convenient for the proper conduct and management of the company and for purposes of prescribing conditions of membership, and in particular they may by such rules or bye laws regulate:

 

12.1.1 the admission of members and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.

 

12.1.2 the procedure at general meetings and meetings of the Directors in so far as such procedures are not regulated by the Articles.

 

12.1.3 Generally, all such matters as are commonly the subject matter of the company rules.

 

13: Precedence of rules

 

In the event of any conflict between these members. rules and the Articles of the Company then the Articles take precedence.

 

 

 

 

MEMORANDUM OF EYAM SPORTS ASSOCIATION LIMITED

 

(Ammended and approved at the AGM of April 1st 2008 )

 

 

1.         NAME

 

The name of the Company is Eyam Sports Association Limited ('the Company')

 

2.         REGISTERED OFFICE

 

The registered office of the Company is to be in England and Wales

 

3.         OBJECTS

 

To promote for the benefit of the inhabitants of Eyam, Derbyshire and the surrounding area the provision of facilities for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving the condition of life of the said inhabitants.

 

4.         POWERS

 

The Company has the following powers, which may be exercised only in promoting the Objects:

 

4.1       To raise funds and appeal for and receive any contribution, donation, grant or gift of money or property

 

4.2       To acquire, alter, improve and (subject to such consents as may be required by law), to manage, charge, hire or otherwise dispose of property

 

4.3       To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts in the name of the Company

 

4.4       To employ staff (who shall not be Directors of the Company) as necessary for the proper pursuit of the Objects and to make reasonable and necessary provisions for their payment, pensions and superannuation

 

4.5       To enter into contracts for the supply of services or provision of facilities or equipment

 

4.6       To establish or support any charitable association or body and to subscribe or guarantee money for charitable purposes, calculated to further the Objects

 

4.7       To deposit or invest funds in any manner including establishment of a trading arm (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)

 

4.8       To pay out of the funds of the Company, the costs, charges and expenses incurred in the formation and registration of the Company

 

4.9       To use the Company's funds to secure indemnity insurance as necessary

 

4.10      To set aside funds for special purposes or as reserves against future expenditure

 

4.11      To arrange for investments or other property of the Company to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Directors or of a financial expert acting under their instructions and to pay any reasonable fee required

 

4.12      To co-operate with other companies, charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar purposes and to exchange info rmation and advice with them

 

4.13      To set up any sub-committee or working group considered appropriate

 

4.14      To publish or distribute info rmation

 

4.15      To enter into contracts for the supply of services or provision of facilities or equipment

 

4.16      To-do all such other lawful things as are necessary achievements of the objects

 


5          BENEFITS TO MEMBERS AND DIRECTORS

 

5.1       The property and funds of the Company must be used only for promoting the Objects and do not belong to the Members of the Company but

 

5.1.1     Members who are not Directors may be employed by or enter into contracts with the Company and receive reasonable payment for goods or services supplied

 

5.1.2     Members (including Directors) may use the Company's facilities as beneficiaries

 

5.1.3     Members (including Directors) may be paid interest at a reasonable rate on money lent to the Company

 

5.1.4     Members (including Directors) may be paid a reasonable rent or hiring fee for property let or hired to the Company

 

5.1.5     individual Members who are not Directors but who are beneficiaries may receive benefits in that capacity.

 

5.2       A Director must not receive any payment of money or other material benefit (whether directly or indirectly) from the Company except

 

5.2.1     as mentioned in clauses 5.1.2, 5.1.3 or 5.3.

 

5.2.2     reimbursement of reasonable out-of-pocket expenses (including travel costs) actually incurred in running the Company

 

5.2.3     an indemnity in respect of any liabilities properly incurred in running the Company (including the costs of a successful defence to criminal proceedings)

 

5.2.4     payment to any Company in which a Director has no more than a 1 per cent shareholding

 

5.3       Any Director (or any firm or Company of which a Director is a member or employee) may enter into a contract with the Company to supply goods or services in return for a payment or other material benefit but only if

 

5.3.1     the goods or services are actually required by the Company

 

5.3.2     the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in clause 5.4

 

5.3.3     no more than one half of the Directors are subject to such a contract in any financial year.

 

5.4       Whenever a Director has a personal interest in a matter to be discussed at a meeting of the Directors or a committee the Director concerned must:

 

5.4.1     declare an interest at or before discussion begins on the matter

 

5.4.2     withdraw from the_ meeting for that item unless expressly invited to remain in order to provide info rmation

 

5.4.3     not be counted in the quorum for that part of the meeting

 

5.4.4     withdraw during the vote and have no vote on the matter.

 

6.         LIMITED LIABILITY

 

The liability of Members is limited.

 

7.         GUARANTEE

 

Every member promises, if the Company is dissolved while he, she or it remains a member or within 12 months afterwards, to pay up to £1 towards the costs of dissolution and the liabilities incurred by the Company while the contributor was a member.

 

8.         DISSOLUTION

 

8.1       If the Company is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or more of the following ways:

 

8.1.1     by transfer to one or more other bodies established for exclusively charitable purposes within; the same as or similar to the Objects

 

8.1.2     directly for the Objects or charitable purposes within or similar to the Objects

 

9.         INTERPRETATION

 

Words and expressions defined in the Articles have the same meanings in this Memorandum.

 

 

COMPANIES ACTS 1985 AND 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

  

ARTICLES OF ASSOCIATION OF EYAM SPORTS ASSOCIATION LIMITED

 

  

1.         MEMBERSHIP

 

1.1               The number-of Members with which the Company proposes to be registered is unlimited and the subscribers to the Memorandum shall be the first Members of the Company.

 

1.2               The Company must maintain a register of Members and a register of Directors

 

1.3               Membership of the Company is open to any individual living within the electoral Parish of Eyam and other individuals who are interested in furthering the objectives of the Association who

 

1.3.1     has paid any annual subscription

 

1.3.2     (being an organisation), has objects consistent with those of the Company

 

1.3.3     applies to the Company in the form required by the Directors

 

1.3.4     is approved by the Directors and

 

1.3.5     signs the Register of Members or consents in writing to become a member either personally or in the case of a member organisation through an authorised representative.

 

1.5        Membership is terminated if the member concerned

 

1.5.1     gives written notice of resignation to the Company

 

1.5.2     dies or in the case of an organisation ceases to exist

 

1.5.3     is six months in arrears in paying the relevant subscription (if any) but in such a case the member may be reinstated on payment of the amount due or

 

1.5.4     is removed from Membership by resolution of the Directors on the ground that in their reasonable opinion the member's continued Membership is harmful to the Company (but only after notifying the member in writing and considering the matter in the light of any written representations which the member concerned puts forward within 14 clear days after receiving notice)

 

1.5.5     ceases to comply with the conditions of Membership.

 

1.6        Membership of the Company is not transferable.

 

2.         GENERAL MEETINGS

 

NOTICE OF GENERAL MEETINGS

 

2.1       The Company will hold an annual general meeting each year in addition to any other meetings.

 

2.2       Members are entitled to attend general meetings either personally or (in the case of a member organisation) by an authorised representative. Annual General Meetings are called on at least clear 21 days written notice specifying the business to be discussed.

 

2.3       All general meetings other than the annual general meetings will be called Extraordinary General Meetings, and will be called on at least 14 days' written notice.

 

2.4       The notice will specify the time and place of the meeting and the nature of the business. In the case of an annual general meeting the notice must specify this

 

2.5       The notice will be given to all Members, Directors and auditors.

 

2.6       If a General Meeting is called at shorter notice, it will be valid if this is agreed by all Members entitled to attend and vote (in the case of an Annual General Meeting) or by at least 95% of such Members (in the case of any other General Meeting).

 

2.7       The accidental omission to give notice of a meeting, or the non-receipt of notice by any person entitled to receive notice will not invalidate the proceedings of the meeting.

 


PROCEDURES AT GENERAL MEETINGS

 

2.8       There is a quorum at a general meeting if the number of Members or authorised -representatives personally present is at least six. No business can be transacted unless a quorum is present and, if a meeting begins or becomes inquorate, then it must be adjourned. The Chairperson, with the consent of the Members present, can adjourn either an inquorate meeting or a quorate meeting with unfinished business for up to 30 days.

 

2..9      If a quorum is not present within half an hour of the appointed time for starting, or if a quorum ceases to be present, the meeting will be adjourned to a time and place determined by the Directors.

 

2.10      The Chairperson presides at a general meeting. If within 15 minutes of the start of the meeting, the Chairperson is unable or unwilling to preside, then the Vice-Chairperson or (if the Vice-Chairperson is also unable or unwilling), some other member elected by those present, presides at a general meeting.

 

2.11      The Chairperson may with the consent of a quorate meeting adjourn that meeting to another time and place, but no business shall be transacted other than that which might have been transacted at the adjourned meeting. When a meeting is adjourned for fourteen days or more, at least seven clear days notice must be given of the new time, place and the general nature of the business to be transacted. Otherwise it will not be necessary to give any such notice.

 

2.12      Every issue is decided by a majority of the votes cast on a show of hands. The Chairperson or any two Members may ask for a count of votes (poll)

 

2.13      Unless a poll is demanded, a declaration that a resolution has on a show of hands been carried or lost must be entered in the Minutes of the meeting.

 

2.14      The demand for a poll may be withdrawn

 

2.15      A poll shall be taken as the chairperson directs, s/he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result shall be deemed to be the resolution of the meeting at which the poll was demanded.

 

2.16      Except for the Chairperson of the meeting, who has a second or casting vote, every member present in person or through an authorised representative has one vote on each issue.

 

2.17      A poll demanded on the election of a chairperson or on a question of adjournment must be taken immediately. A poll demanded on any other question can be taken immediately or at such time and place as the chairperson directs, not being more than thirty days after the poll was demanded. The demand for a poll shall not stop other business. If the demand for a poll is made before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting- shall continue as if the demand had not been made.

 

2.18      No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In other cases at least seven clear days notice shall be given specifying the time and place at which the poll is to be taken.

 

2.19      A written resolution signed by all those entitled to vote at a general meeting is as valid as a resolution actually passed at a general meeting (and far this purpose the written resolution may be set out in more than one document and will be treated as passed on the date of the last signature).

 

2.20      The Company must hold an AGM in every year which all Members are entitled to attend. The first AGM may be held within 18 months after the Company's incorporation.

 

2.21      At an AGM the Members:

 

2.21.1   receive and confirm the minutes of the previous annual general meeting

 

2.21.2   receive the audited accounts of the Company for the financial year

 

2.21.3   receive the Directors annual report on the Company's activities since the previous AGM

 

2.21.4   accept the retirement. of Directors

 

2.21.5   elect persons to be Directors and office rs to fill the vacancies arising

 

2.21.6   appoint auditors for the Company

 

2.21.7   review association fees and charges and agree them for the coming year

 

2.21.8   confer on any individual (with his or her consent) the honorary title of Patron, President or Vice- President of the Association

 

2.21.9   discuss and determine any issues of policy or deal with any other business put before them.

 

2.22      An EGM may be called at any time by the Directors and must be called within 28 days on a written request from at least 15% of Members entitled to vote.

 

3.         VOTES OF MEMBERS

 

3.1       Every member shall have one vote

 

3.2       No member shall be entitled to vote at any general meeting unless all moneys due have been paid

 

3.3       No objection shall be raised to the qualification of any voter except at the meeting or adjoumed meeting at which the vote objected to is tendered, and every vote not disallowed shall be valid. Any objection made in due time shall be referred to the chairperson whose decision shall be final and conclusive

 

3.4       A vote or poll demanded by a duly authorised representative of a member organisation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding the poll unless notice of the determination was received by the Directors before the commencement of the meeting or adjoumed meeting at which the vote is given or the poll demanded or (n the case of a poll taken on a day otherwise than on the same day as the meeting or adjourned meeting ) the time appointed for taking the poll

 

3.5       Any organisation which is a member of the Company may elect a person to act as its representative at any meeting of the Company, and that person shall be entitled to exercise the same powers on behalf of the organisation which he represents as the organisation could exercise if it were an individual member of the Company

 

4.         THE DIRECTORS

 

4.1        The Directors when complete consist of.

 

4.1.1     the Officers of the Company (Chairperson, Vice-Chairperson, Secretary and Treasurer) elected at each Annual General Meeting

 

4.1.2     up to 5 individual Members or representatives of member organisations elected at each Annual General Meeting

 

4.1.3     individuals co-opted under Article 5.3

 

4.1.4.    the number of Directors shall be not less than 3

 

4.2       The subscribers to the Memorandum are the first Directors of the Company.           Future Directors shall be appointed as provided subsequently in the articles.

 

5.         POWERS OF DIRECTORS

 

5.1       Subject to the provisions of the memorandum 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 powers of the Company. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration or direction had not been given. The powers given by this article shall not be limited by any special power given to the Directors by the articles and a meeting of Directors at which a quorum is present may exercise all the powers exercisable by the Directors.

 

5.2       In addition to all the powers hereby expressly conferred upon them and without detracting from the generality of their powers under the articles the Directors shall have the following powers:

 

5.2.1     to expend the funds of the Company in such manner that they shall consider most beneficial for the achievement of the objects and to invest in the name of the Company such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects.

 

5.2.2     to enter into contracts on behalf of the Company.

 

5.2.3     to borrow funds in the name of the Company subject to such monies being used in furtherance of the Company's objects.

 

5.3       The directors may appoint a person who is willing to act as a director either to fill a vacancy or as an additional director. A director so appointed shall hold office only until the next following annual general meeting. If not reappointed at such annual general meeting s/he shall vacate office at that time.

 

6.         DISQUALIFICATION AND REMOVAL OF DIRECTORS

 

6.1       All Directors must resign at each AGM but may offer themselves for re-election or further co-option

 

6.2       A Directors term of office automatically terminates if he or she:

 

6.2.1     is incapable, whether mentally or physically, of managing his or her own affairs

 

6.2.2     is absent from five consecutive meetings of the Directors

 

6.2.3     resigns by written notice to the Directors (but only if at least two Directors will remain in office )

 

6.2.4     is removed by a vote of the Directors

 

6.3        No person shall be appointed as a director unless s/he has attained 18 years of age.

 

7.         DIRECTORS EXPENSES

 

7.1       Directors may be paid all reasonable travelling and other expenses properly incurred by them in connection with their attendance at meetings or otherwise in connection with the discharge of their duties but shall otherwise receive no remuneration.

 

8.         DIRECTORS APPOINTMENTS

 

8.1       Except to the extent permitted by the memorandum, no Director shall take or hold any interest in property belonging to the Company, or receive remuneration or be interested otherwise than as a Director in any other contract to which the Company is a party.

 

9.         PROCEEDINGS OF DIRECTORS

 

9.1       The Directors must hold not less than 4 meetings each year, but otherwise may regulate their proceedings as they see fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. It shall not be necessary to give notice to a Director who is absent from the UK . Questions arising at a meeting shall be decided by a majority of votes. In the case of equality of votes the Chairperson shall have a second or casting vote.

 

9.2       The quorum for the transaction of business of the Directors may be fixed by the Directors but shall not be less than one- third of their number or two Directors, which ever is the greater.

 

9.1       The Directors may act notwithstanding any vacancies in their number but, if the number of Directors is less than the number fixed as the quorum, the continuing Directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

 

9:2       The Directors may appoint one of their number to be the chairperson of their meetings and may at any time remove him/her from that office . Unless s/he is unwilling to do so, the Director so appointed shall preside at every meeting of Directors at which s/he is present.           But if there is no Director holding that office or if the director holding it is unwilling to preside or is not present within ten minutes after the time appointed for the meeting the Directors may appoint one of their number to be chairperson of that meeting.

 

9.3       All acts done by a meeting of Director or of a committee of Directors shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office or had vacated office , or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.

 

9.4       A resolution in writing signed by all Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effective as if it had been passed at a meeting of Directors or (as the case maybe) a committee of Directors duly convened and held. Such a resolution may consist of several documents in the same form each signed by one or more Directors.

 

9.5       Any Bank account in which part of the assets of the Company is deposited shall be operated by the Directors and shall indicate the name of the Company. All cheques and orders for the payment of money from such account shall be signed by at least two Directors.

 

10.       RECORDS AND ACCOUNTS

 

10.1      The Directors must comply with the requirements of the Act as to keeping financial records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies:

 

10.1.1   annual reports

 

10.1.2   annual returns

 

10.1.3   annual statements of account.

 

10.2      The Directors must keep proper records of:         

 

10.2.1   all proceedings at general meetings

 

10.2.2   all proceedings at meetings of the Directors

 

10.2.3   all reports of committees and

 

10.2.4   all professional advice obtained.

 

10.3      Accounting records relating to the Company must be made available for inspection by any Director at any reasonable time during normal office hours and may be made available for inspection by Members who are not Directors if the Directors so decide.

 

11.1      Notices under these Articles may be sent by hand, or by post or by suitable electronic means or (where applicable to Members generally) may be published in any suitable journal or newspaper or any newsletter distributed by the Company.

 

11.2      The only address at which a member is entitled to receive notices is the address shown in the register of Members.

 

11.3      Any notice given in accordance with these Articles is to be treated for all purposes as having been received

 

11.3.1   24 hours after being sent by electronic means or delivered by hand to the relevant address

 

11.3.2   two clear days after being sent by first class post to that address

 

11.3.3   three clear days after being sent by second class or overseas post to that address

 

11.3.4   on the date of publication of a newspaper containing the notice

 

11.3.5   on being handed to the member (or, in the case of a member organisation, its authorised representative) personally or, if earlier,

 

11.3.6   as soon as the member acknowledges actual receipt.

 

11.4 A technical defect in the giving of notice of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

 

12.       DISSOLUTION

 

The provisions of the Memorandum relating to dissolution of the Company take effect as though repeated here.

 

13.       INDEMNITY

 

13.1      Every Director and every Officer or employee of the Company shall be indemnified by the Company out of its funds against all costs, losses, charges, expenses and liabilities sustained or incurred by her/him:

 

13.1.1   in defending any proceedings (whether civil or criminal) in respect of any negligence, default, breach of duty or of trust of which s/he may be guilty in relation to the Company and in which judgment is given in her/his favour or in which s/he is acquitted or in respect of which relief is granted to her or him by the Court under the provisions of the Act; or

 

13.1.2 in respect of any contract entered into or act or deed done by her/him by virtue of her/ his instructions or authority from the Directors or in any way in the discharge of her/his duties.

 

14.       RULES

 

14.1      The Directors may from time to time make rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing conditions of Membership, and in particular they may by such rules or bye laws regulate:

 

14.1.1   The admission of Members and the rights and privileges of such Members, and the conditions of Membership and the terms on which Members may resign or have their Membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.

 

14.1.1   the conduct of Members of the Company to one another and to the Company's servants

 

14.1.2   the setting aside of the whole or any part of the Company's premises at any particular time or times or for any other particular purpose or purposes

 

14.1.3   the procedure at general meetings and meetings of the Directors in so far as such procedures are not regulated by the articles.

 

14.1.4   generally, all such matters as are commonly the subject matter of the Company rules.

 

14.1.5   the Company in general meeting shall have power to alter, add to or repeal the rules or bye laws and the Directors shall adopt such means as they think sufficient to bring to the notice of Members of the Company, all such rules or bye laws which shall be binding on all Members of the Company. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles.

 

14.2      Nothing in the Memorandum & Articles of Association shall prevent any payment in good faith by the Company:

 

14.2.1   of the usual professional charges for business done by any Director who is a solicitor, accountant or any other person engaged in a profession, or any partner of his or hers, when instructed by the Company to act in a professional capacity on its behalf provided that at no time shall a majority of the Directors benefit under this provision and that a Director shall withdraw from any meeting at which his or her appointment or remuneration, or that of a partner, is under discussion.

 

14.2.2   of reasonable and proper remuneration for any services rendered to the Company by any member, office r or servant of the Company who is not a Director.

 

15.        INTERPRETATION

 

In the Memorandum in and in these Articles:

 

'The Act' means the Companies Act 1985 as amended

 

'AGM' means an annual general meeting of the Company'

 

'these Articles' means these articles of association

 

'authorised representative' means an individual who is authorised by a member organisation to act on its behalf at meetings of the Company and whose name is given to the Secretary

 

'Chairperson' means the Chairperson of the Company

 

`the Company' means the Company governed by these Articles

 

'clear day' means 24 hours from following the relevant event 'EGM' means an extraordinary general meeting of the Company

 

'financial expert' means an individual Company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act 1986

 

'material benefit' means a benefit which may not be financial but has a monetary value

 

'Member' and' Membership' refer to Membership of the Company

 

'Memorandum' means the Company's Memorandum of Association 'month' means calendar month

 

'the Objects' mean the Objects of the Company as defined in clause 3 of the Memorandum 'Secretary' means the Company Secretary

 

'taxable trading' means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects

 

?Director? means a director of the Company and' Directors' means all of the Directors.

 

'written' or 'in writing' refers to a legible document on paper including a fax message 'year' means calendar year.

 

15.2      Expressions defined in the Act have the same meaning.

 

15.3      References to an Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.