(company limited by guarantee & without share capital)
INTERPRETATION AND LIMITATION OF LIABILITY
1 Defined terms
2 Purposes of The Club
3 Liability of members
DIRECTORS’ POWERS AND RESPONSIBILITIES
4 Directors’ general authority
5 Members’ reserve power
6 Directors may delegate
DECISION-MAKING BY DIRECTORS
8 Directors to take decisions collectively
9 Unanimous decisions
10 Calling a directors’ meeting
11 Participation in directors’ meetings
12 Quorum for directors’ meetings
13 Chairing of directors’ meetings
14 Casting vote
15 Conflicts of interest
16 Records of decisions to be kept
17 Directors’ discretion to make further rules
APPOINTMENT OF DIRECTORS
18 Board of directors
19 Termination of director’s appointment
20 Directors’ remuneration
21 Directors’ expenses
BECOMING, RENEWAL AND CEASING TO BE A MEMBER
22 Becoming a member
23 Renewal of membership
24 Termination of membership
25 Membership - general provisions
ENTRANCE FEES AND SUBSCRIPTIONS
26 Entrance fees
28 Frequency of general meetings
29 Calling of general meetings
PROCEEDINGS AT GENERAL MEETINGS
31 General provisions
32 Attendance and speaking at general meetings
33 Quorum for general meetings
34 Chairing general meetings
35 Attendance and speaking by directors and non-members
VOTING AT GENERAL MEETINGS
37 Voting: general
38 Errors and disputes
39 Poll votes
40 Content of proxy notices
41 Delivery of proxy notices
42 Amendments to resolutions
43 Means of communication to be used
44 Company seals
45 No rights to inspect accounts and other records
DIRECTORS’ INDEMNITY AND INSURANCE
RULES AND OBJECTS OF THE CLUB
49 Objects of The Club
50 Winding up provisions
INTERPRETATION AND LIMITATION OF LIABILITY
1 In the articles, unless the context requires otherwise –
“articles” means The Club’s articles of association;
“bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
“the Board” means the Board of Directors of The Club;
“chairman” has the meaning given in article 13;
“chairman of the meeting” has the meaning given in article 33(3);
“The Club” means the above named company;
“the Club Secretary” means the secretary of The Club for the time being;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to The Club including any statutory modifications thereof for the time being in force;
“director” means a director of The Club, and includes any person occupying the position of director, by whatever name called;
“document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form” has the meaning given in section 1168 of the Companies Act 2006;
“member” means a candidate elected to The Club pursuant to these articles and who pays his subscription on an annual basis and as otherwise set out in section 112 of the Companies Act 2006;
“ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
“participate”, in relation to a directors’ meeting, has the meaning given in article 20;
“proxy notice” has the meaning given in article 39;
“rules” means any rules made pursuant to Article 48;
“the Secretary” means the secretary of The Club;
“special resolution” has the meaning given in section 283 of the Companies Act 2006;
“subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
“writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on The Club.
Purposes of The Club
2 The Club is established for the purposes listed as objects as expressed in article 49.
Liability of members
3 The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of The Club in the event of its being wound up while he is a member or within one year after he ceases to be a member, for –
payment of The Club’s debts and liabilities contracted before he ceases to be a member.
payment of the costs, charges and expenses of winding up, and
adjustment of the rights of the contributories among themselves.
DIRECTORS’ POWERS AND RESPONSIBILITIES
Directors’ general authority
4 Subject to the articles, the directors are responsible for the management of The Club’s business, for which purpose they may exercise all the powers of The Club.
Members’ reserve power
5 (1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
Directors may delegate
6 (1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles –
(a) to such person or committee
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.
7 (1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectively
8 (1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 9.
(2) If –
- The Club only has one director, and
- no provision of the articles requires it to have more than one director, the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.
9 (1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
Calling a directors’ meeting
10 (1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate –
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to The Club not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
Participation in directors’ meetings
11 (1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when –
- the meeting has been called and takes place in accordance with the articles, and
- they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
Quorum for directors’ meetings
12 (1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than two, and unless otherwise fixed it is two.
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision –
- to appoint further directors, or
- to call a general meeting so as to enable the members to appoint further directors.
Chairing of directors’ meetings
13 (1) The directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The directors may terminate the chairman’s appointment at any time.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
14 (1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
Conflicts of interest
15 (1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with The Club in which a director is interested, that director is not to be counted as participating in the decision- making process for quorum or voting purposes.
(2) But if paragraph (3) applies, a director who is interested in an actual or proposed transaction or arrangement with The Club is to be counted as participating in the decision-making process for quorum and voting purposes.
(3) This paragraph applies when –
- The Club by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
- the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
- the director’s conflict of interest arises from a permitted cause.
(4) For the purposes of this article, the following are permitted causes -
- a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of The Club or any of its subsidiaries;
- subscription, or an agreement to subscribe, for securities of The Club or any of its subsidiaries, or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and
- arrangements pursuant to which benefits are made available to employees and directors or former employees and directors of The Club or any of its subsidiaries which do not provide special benefits for directors or former directors.
(5) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
(6) Subject to paragraph (7), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
(7) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.
Records of decisions to be kept
16 The directors must ensure that The Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
Directors’ discretion to make further rules
17 Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.
APPOINTMENT OF DIRECTORS
Board of directors
18 Unless otherwise determined by ordinary resolution the number of directors shall be a minimum of two and a maximum of ten. No person shall be eligible as a director who is not a member of The Club.
Termination of director’s appointment
19 A person ceases to be a director as soon as –
- that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law or ceases to be a member of The Club;
- a bankruptcy order is made against that person;
- a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
- a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
- by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
- notification is received by The Club from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
20 No director or officer of The Club (including the Club Secretary) shall receive any remuneration for his services in the capacity of director or officer, but nothing herein contained shall be deemed to prohibit the payment by The Club of any sum to any proper person for clerical or other assistance.
21 The Club may pay any reasonable expenses which the directors properly incur in connection with their attendance at –
- meetings of directors or committees of directors; or
- general meetings.
BECOMING, RENEWAL AND CEASING TO BE A MEMBER
Becoming a member
22 (1) No person shall become a member of The Club unless –
that person has completed an application for membership in a form approved by the directors, and the directors have approved the application.
(2) However, all members of the unincorporated association known as ClioSport (“ClioSport”) shall become members of the Club for the unexpired portion of their membership of ClioSport, at which time the regulations covering membership of The Club shall immediately apply.
- The subscribers to the memorandum of association of The Club and such other persons as are admitted to membership in accordance with the articles shall be members of The Club.
(4) Every member, whether or not he shall have actually received copies of the memorandum and articles of association and the rules, shall be deemed to have notice of them and to be bound thereby.
(5) Members may be elected and re-elected on an annual basis and shall be eligible for re-election on paying their subscriptions for the ensuing 12- month period.
(6) Every application shall also be accompanied by the full amount of the entrance fee and the first annual subscription which sums shall be refunded if the candidate is not elected.
(7) The provisions of Section 352 and 353 of the Companies Act 2006 shall be observed by The Club and every member of The Club shall either sign either a written consent to become a member or sign the register of members on becoming a member.
(8) Membership is not transferable.
Renewal of membership
23 Every member shall:
(1) be subject to re-election annually at a meeting of the Board held for the purpose of deciding on the re-election of members whose membership is due to expire,
(2) be eligible for such re-election without complying with the requirements set out in article 22 hereof save for payment of the annual membership fee in such form as may from time to time be prescribed by the Board,
- having given any notice of resignation nor being refused re-election pursuant to article 24(4)(b) be deemed to have been re-elected subject to the provisions of article 24(4)(d) without the necessity of any specific resolution of the Board to that effect.
(4) if so re-elected, be entitled to membership for a further year commencing on the anniversary of his first election.
Termination of membership
24 (1) A member may withdraw from membership of The Club by giving 7 days’ notice to The Club in writing.
(2) A person’s membership terminates when his membership fees are in arrears.
(3) A person’s membership terminates when that person dies or ceases to exist.
- Membership of The Club shall cease in all or any of the following circumstances:
(a) If any member shall wilfully refuse or neglect to comply with any of the provisions of the articles of association of The Club or the rules or shall be guilty of any conduct objectionable to other members of The Club or contrary to the interests of The Club he shall be liable to expulsion by a resolution of the Board, provided that not less than one week’s notice in writing shall be given by the Secretary to any such member of the intended resolution and of the nature of the allegations made against him, and the member shall be entitled at his option to give an explanation in writing or to attend the meeting of the Board at which such resolution is to be considered, and to give such explanation or made such defence in person as he may think fit. The Board shall have absolute and unfettered discretion to accept or reject any such explanation or defence, and its decision to expel any member shall be final and conclusive. Should any member be expelled pursuant to this article, he shall not be entitled to any refund of any portion of an annual subscription. Such expulsion shall take effect from the date of the resolution provided always that any member so expelled shall be entitled to exercise his rights provided in articles 24(5) and 24(6).
(b) If at a meeting of the Board held pursuant to article 23(1) a motion for the re-election of a person shall have been put to the Board and lost or the Board shall have resolved that he be not re-elected under article 24(4)(d) the Board may in its absolute discretion and without giving any reason, refuse to re-elect a member, as from the expiration of his current year of membership, provided always that the member not so re-elected shall be entitled to exercise his rights provided in articles 24(5) and 24(6).
(c) If a member shall at any time resign his membership by notice in writing to The Club, his resignation shall take place immediately on receipt of the resignation notice and he shall not be reimbursed with any part of his membership subscription.
(d) If the annual subscription of a member shall be more than three months in arrears, as from the expiration of such period of three months, unless the Board resolve to extend such a period, in which event the membership shall expire at the end of extended period unless the subscription shall have been paid in the meantime.
(5) Any member who is expelled pursuant to article 24(4)(a) or any member who pursuant to article 24(4)(b) is not re-elected or not deemed to be re-elected at a Board meeting convened for either purpose pursuant to article 23(1) shall be entitled to receive written notice in respect thereof from the Board within 7 days of the meeting of the Board when such refusal to re-elect or such expulsion (as the case may be) was resolved.
- No resolution by the Board to expel any member pursuant to article 24(4)(a) or to refuse to re-elect any member pursuant to article 24(4)(b) shall take effect unless:
- A notice strictly complying in all respects with article 24(5) is received by such member.
(b) The said member within 14 days of receipt of notice pursuant to article 24(5) makes written application for a review of the resolution and the Secretary convenes a committee consisting of two directors chosen by the Board, one of the President and Vice Presidents chosen from amongst themselves (or if there be no President or Vice Presidents then such chairman as may be chosen by the member) and two other members chosen by the member to conduct such a review.
(c) Such review is not resolved in his favour.
Membership – general provisions
25 (1) The provisions of Section 352 and 353 of the Companies Act 2006 shall be observed by The Club and every member of The Club shall either sign either a written consent to become a member or sign the register of members on becoming a member.
(2) The Club is established for the purposes expressed in the articles.
(3) The subscribers to the memorandum of association of The Club and such other persons as are admitted to membership in accordance with the articles shall be members of The Club. The Board may in their absolute discretion and without assigning any reason therefor decline to register an application for membership.
(4) Every member, whether or not he shall have actually received copies of the memorandum and articles and the rules, shall be deemed to have notice of them and to be bound thereby.
ENTRANCE FEES AND SUBSCRIPTIONS
26 The amount of the entrance fee payable on election to membership of The Club and the amount of the annual subscription payable by members of The Club shall be such as the Board shall from time to time prescribe.
27 Subject as otherwise provided with regard to the first annual subscription, every annual subscription shall become due in advance of the first day of the period of membership to which it relates.
Frequency of general meetings
28 The Club shall hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it. Not more than fifteen months shall elapse between the date of one annual general meeting and that of the next.
Calling of general meetings
29 The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Companies Act 2006, shall forthwith proceed to convene a general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member may call a general meeting.
30 (1) The Annual general meeting and a general meeting called for the passing of a special resolution including a resolution appointing or removing a person as a director shall be called by at least twenty-one clear days’ notice. All other general meetings shall be called by at least fourteen days’ notice but a general meeting may be called by shorter notice if it is so agreed:
(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat, and
(b) in the case of any other meeting by a majority in the number of the members having a right to attend and vote being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. Subject to the provisions of these articles, the notice shall be given to all the members.
(2) The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENEERAL MEETINGS
31 (1) All business shall be deemed special that is transacted at a general meeting, and also all that is transacted at an annual general meeting, except the consideration of the accounts, balance sheets, and the reports of the directors and auditors, the election of directors in the place of those retiring and the appointment of, and the fixing of the remuneration of, the auditors.
(2) A resolution, not being a special resolution or an ordinary resolution for which special notice is required, put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Companies Act 2006, a poll may be demanded:
- by the chairman, or
- by at least two members having the right to vote at the meeting, or
(3) Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minute of the meeting shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against the resolution.
(4) The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
(5) A poll shall be taken as the chairman directs and he may appoint a scrutineer (who need not be a member) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
(6) In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
(7) A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded 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.
(8) No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
(9) Special resolutions and ordinary resolutions for which special notice is required shall be decided by a ballot conducted in accordance with the following provisions:
- the Secretary shall prepare voting papers fully particularising each such resolution and providing for a vote either in favour or against the resolution to be endorsed thereon,
- such voting papers shall be sent to every member at the same time as the notice convening the General meeting and shall be clearly marked as being for the exclusive use of the member to whom it is sent, and
(c) each such voting paper shall only be valid if it is signed by the member exercising the vote thereon and is either delivered to the registered office at least three days before the day appointed for holding the general meeting or handed to the Secretary at the general meeting itself.
(10) A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
Attendance and speaking at general meetings
32 (1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when –
- that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
- that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
- The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
- In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
- Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
Quorum for general meetings
33 (1) No business shall be transacted at any meeting unless a quorum is present. Save as herein otherwise provided, five members present in person shall be a quorum.
(2) If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, or to such other day or such other time and place as the directors may determine and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.
Chairing general meetings
34 (1) If the directors have appointed a chairman, the chairman shall chair general meetings if present and willing to do so.
(2) If the directors have not appointed a chairman, or if the chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start –
- the directors present, or
- (if no directors are present), the meeting,
must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
(3) The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.
Attendance and speaking by directors and non-members
35 (1) Directors may attend and speak at general meetings, whether or not they are members.
(2) The chairman of the meeting may permit other persons who are not members of The Club to attend and speak at a general meeting.
36 (1) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
(2) The chairman of the meeting may adjourn a general meeting at which a quorum is present if –
- The meeting consents to an adjournment, or
- it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
(3) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
- The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
- When adjourning a general meeting, the chairman of the meeting must –
- either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
- have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
- If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given) –
- to the same persons to whom notice of The Club’s general meetings is required to be given, and
- containing the same information which such notice is required to contain.
- No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
37 (1) Every member of The Club shall have one vote.
(2) No person other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to The Club in respect of his membership, shall be entitled to vote on any question at any general meeting.
(3) 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 objections made in due time shall be referred to the chairman whose decision shall be final and conclusive.
(4) A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
Errors and disputes
38 (1) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
(2) Any such objection must be referred to the chairman of the meeting whose decision is final.
39 (1) A poll on a resolution may be demanded –
- in advance of the general meeting where it is to be put to the vote, or
- at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
(2) A poll may be demanded by –
- the chairman of the meeting;
- the directors;
(c) two or more persons having the right to vote on the resolution; or
- a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
(3) A demand for a poll may be withdrawn if –
- the poll has not yet been taken, and
- the chairman of the meeting consents to the withdrawal.
(4) Polls must be taken immediately and in such manner as the chairman of the meeting directs.
Content of proxy notices
40 (1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which –
- states the name and address of the member appointing the proxy;
- identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
(d) is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
(2) The Club may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(4) Unless a proxy notice indicates otherwise, it must be treated as-
- allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
- appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
Delivery of proxy notices
41 (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
(2) An appointment under a proxy notice may be revoked by delivering to The Club a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
(3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointer’s behalf.
Amendments to resolutions
42 (1) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if –
(a) notice of the proposed amendment is given to The Club in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
(b) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
(2) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if –
- the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
- the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
(3) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.
Means of communication to be used
43 (1) Subject to the articles, anything sent or supplied by or to The Club under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to The Club.
(2) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
(3) A director may agree with The Club that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
44 (1) Any common seal may only be used by the authority of the directors.
(2) The directors may decide by what means and in what form any common seal is to be used.
(3) Unless otherwise decided by the directors, if The Club has a common seal and it is affixed to a document, the document must also be signed by at least one authorised person in the presence of a witness who attests the signature.
(4) For the purposes of this article, an authorised person is –
- any director of the company;
- the Secretary; or
(c) any person authorised by the directors for the purpose of signing documents to which the common seal is applied.
No right to inspect accounts and other records
45 Except as provided by law or authorised by the directors or an ordinary resolution of The Club, no person is entitled to inspect any of The Club’s accounting or other records or documents merely by virtue of being a member.
DIRECTORS’ INDEMNITY AND INSURANCE
46 (1) Subject to paragraph (2), a relevant director of The Club or an associated company may be indemnified out of The Club’s assets against -
- any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to The Club or an associated company;
- any liability incurred by that director in connection with the activities of The Club or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006);
(c) Any other liability incurred by that director as an officer of The Club or an associated company.
(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3) In this article –
- companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
- a “relevant director” means any director or former director of The Club or an associated company.
47 (1) The directors may decide to purchase and maintain insurance, at the expense of The Club, for the benefit of any relevant director in respect of any relevant loss.
(2) In this article -
- a “relevant director” means any director or former director of The Club or an associated company.
(3) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to The Club, any associated company or any pension fund or employees’ share scheme of The Club or associated company, and companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
RULES AND OBJECTS OF THE CLUB
48 (1) The rules of ClioSport shall be the rules of The Club unless and until The Club adopts its own rules.
(2) The Board may make rules for regulating the affairs of The Club which shall be binding on all members and may from time to time revoke, alter, or replace any such rules. In particular and without prejudice to the generality of the foregoing words, the Board may make such rules in regard to all or any of the following matters:
- as to the rights and privileges (so far as not provided for by these presents) which shall be accorded to members of The Club, and as to the particulars to be supplied by candidates for membership.
- as to conduct of members in relation to one another and to The Club’s servants.
- as to the badges and insignia to be issued to members.
- as to the organisation, management and conduct of motor sporting activities or other events arranged by The Club.
- as to the election of persons as Honorary members and as to be privileges and advantages to be accorded to any persons so elected.
(f) as to the amount of the entrance fee and annual subscription.
(h) as to arrangements for reciprocal concessions or other matters with other clubs or associations.
(i)as to any other matter relating to the operation of the Club not already provided for by the memorandum and articles of association thereof for the time being in force, provided always that no rules shall be inconsistent with or shall affect or repeal anything contained in the memorandum or articles of association of The Club; and that any rule may be cancelled, modified or amended by special resolution of The Club.
Objects of The Club:
49 The objects of The Club are:
- to acquire all of the assets and liabilities of ClioSport.
- to organise and run a club which is dedicated to owners of and enthusiasts of motor cars badged under the “Clio” name;
- to organise meetings, conferences, seminars, exhibitions, shows and events of all, any and every type and wherever in the world;
- to organise, manage and facilitate (whether with other individuals or entities or not) trade between members of The Club and others;
- to publish and advertise whether in electronic form or in hard copy or other medium anything which is related to or in support of the other objects of The Club and to support 3rd parties who so publish or advertise;
- to issue badges and insignia to the members of The Club.
- to promote and advertise the products and services of The Club and to reward customers or potential customers and to promote and take part in any scheme likely to benefit The Club.
- to carry on any other business which may seem to The Club capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to further the objects and prosperity of The Club’s business or to enhance the value of or render more profitable any of The Club’s property, or any enterprise or engagement in which The Club may be interested or concerned.
- to purchase or by other means acquire and protect, prolong and renew whether in the United Kingdom, European Union or elsewhere any patents, patent rights, brevets d’invention, trademarks, registered designs, copyrights, licences, protections and concessions which may appear to be advantageous to The Club and to use and turn to account and to manufacture under or grant licences or privileges in respect of the same, or publish, print and distribute publications so protected or connected therewith, and to expend money in experimenting upon and testing and developing and in improving or seeking to improve any patents, inventions or rights which The Club may acquire or propose to acquire.
(10) to acquire and undertake the whole or any part of the business, goodwill and assets of any company, person or firm wherever domiciled, resident or incorporated carrying on or proposing to carry on any of the business which The Club is authorised to carry on, and as part of the consideration for such acquisition to undertake all or any of the liabilities of such company, enter into any arrangement for sharing profits, or for co-operation, or for limiting competition, or for mutual assistance with any company, person or firm and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
(11) to invest and deal with the moneys of The Club not immediately required upon such securities and in such manner as may from time to time be determined.
(12) to remunerate any person, firm or company rendering services to The Club.
(13) to pay all or any expenses incurred in connection with the formation, promotion and incorporation of The Club.
(14) to subscribe for, take, purchase or otherwise acquire and hold shares or other interest in or securities of any other company having objects altogether or in part similar to those of The Club, or carrying on any business capable of being conducted so as to directly or indirectly to benefit The Club.
(15) to enter into any arrangements with any governments, quasi-governmental bodies or authorities (supreme, municipal, local or otherwise), or any corporations, companies or persons that may seem conducive to The Club’s objects or any of them and to obtain from any such government, body, authority, corporation, company or person any charters, contracts, decrees, rights, privileges and concessions which The Club may think desirable and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions.
(16) to amalgamate with any other company having objects altogether or in part similar to those of The Club.
(17) to do all or any of the above things in any part of the world and either as principals, agents, contractors, sub-contractors, joint venture partners, trustees or otherwise and by or through agents, sub-contractors, joint venture partners, trustees or otherwise and either alone or in conjunction with others and to carry on any other business which may seem to The Club capable of being conveniently carried on in connection with the other objects of The Club, or calculated directly or indirectly to enhance the value of or render profitable any of The Club’s property or rights, and to do all such other things as may be thought to be incidental or conducive to the attainment of the above objects or any of them.
And it is hereby declared that the word “company”, save where used in reference to The Club, in these articles shall be deemed to include any partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in the United Kingdom or elsewhere, and the objects of The Club as specified in each of the foregoing paragraphs of this clause (except only if and so far as otherwise expressly provided in any paragraphs) shall be separate and distinct objects of The Club and shall not be in anywise limited by reference to any other paragraph or the order in which the same occur or the name of The Club.
Winding up provisions:
50 The income, property and assets of The Club from wherever derived shall be applied solely towards the promotion of the objects of The Club as set out in these articles and no portion of them shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the members of The Club, and upon the winding up of The Club the surplus assets (if any) of The Club or funds arising from the realisation thereof which remain after payment of all the debts and liabilities of The Club shall not be paid or distributed among the members of The Club but shall be given, paid or transferred to such institutions having objects similar to those of The Club as the Board at the time of commencement of the winding up at or before the dissolution of The Club.