MEMORANDUM OF ASSOCIATION COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF ENDURANCE GB
The name of the Company is Endurance GB
2 Registered office
The registered office of the Company will be situated in England
3 Objects and powers
The objects for the Company is established are:
3.1 to demonstrate the value of type, soundness and proper selection of horses for Endurance competition;
3.2 to promote and facilitate the distribution of knowledge of the varied arts and sciences connected with endurance riding;
3.3 to encourage horsemanship in endurance riding;
3.4 to stimulate better horsemanship among junior riders;
3.5 to research and demonstrate the best methods of caring for horses before, during and after a long ride, without the aid of artificial methods or stimulants;
3.6 to offer a programme of fun and relaxation to serious minded pleasure horse owners;
3.7 to stage a variety of Competition Rides including Endurance, Competitive Trail Rides and Set Speed Rides;
3.8 to arrange British participation and to promote British success in International Endurance events and to be solely responsible for all national and international team selection and all related matters;
3.9 to provide education in the form of lectures, training sessions, demonstrations and veterinary classes for the Company members and members of the public interested in endurance riding and the general welfare of their horses;
3.10 to distribute to such charities as may be chosen all monies of the Company surplus to requirements;
3.11 to dispose of or turn to account any of the Company’s assets as may be thought expedient;
In furtherance of the principal objects above but not otherwise the Company shall have power:
3.12 to foster and undertake research into any aspect of the objects of the Company and its work and to disseminate the results of any such research;
3.13 to co-operate and enter into arrangements with any authorities, national local or otherwise;
3.14 to purchase, take on lease or in exchange, hire or otherwise acquire and hold, any real or personal estate, maintain and alter any of the same as are necessary for any of the objects of the Company and (subject to such consents as may be required by law) sell, lease or otherwise deal with or dispose of or mortgage any such real or personal estate;
3.15 to issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Company in the shape of donations, subscriptions or otherwise;
3.16 to draw, make, accept, indorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts;
3.17 to borrow or raise money for the objects of the Company on such terms and (with such consents as are required by law) on such security as may be thought fit;
3.18 to take and accept any subscription, donation, devise, bequest or other gift of money, property or other asset, whether subject to any special trust or not, for any one or more of the objects of the Company;
3.19 to invest the money of the Company not immediately required for its objects in or on such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
3.20 to make any donation either in cash or assets for the furtherance of the objects of the Company;
3.21 to establish and support or join or affiliate to any charitable or other association or body and to subscribe or guarantee or lend money or assets (whether to members of the Company or not) for any purposes calculated to further the objects of the Company;
3.22 to employ and pay any person or persons to supervise, organise, carry on the work of and advise the Company;
3.23 to insure and arrange insurance cover for, and to indemnify its officers, servants and voluntary workers and its members from and against, all such risks incurred in the course of the performance of their duties or whilst engaged in horse riding or other equestrian activities as may be thought fit;
3.24 to provide indemnity insurance to cover the liability of the Management Committee which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Company;
3.25 to pay reasonable annual sums or premiums for or towards the provisions of pensions for officers or servants for the time being of the Company or their dependents;
3.26 to amalgamate with any companies, institutions, societies, or associations which have objects wholly or in part similar to those of the Company;
3.27 to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements or any body with which the Company is authorised to amalgamate;
3.28 to transfer all or any part of the property, assets, liabilities and engagements of the Company to any body with which the Company is aurthorised to amalgamate;
3.29 to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
3.30 to establish where necessary and regulate and manage local branches (whether autonomous or not) and/or supporters’ clubs;
3.31 to do all such other lawful things as shall further the above objects or any of them.
4 Application of income and property
The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this memorandum of association and no distribution shall be made to its members in cash or otherwise. Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer servant or member of the Company in return for any such services actually rendered to the Company nor prevent the payment of interest at a rate not exceeding five per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Company nor prevent the reimbursement of out-of-pocket expenses.
5 Limited liability
The liability of the members is limited.
6 Contribution to assets of the Company
Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up whilst he is a member, or within one year after he ceases to be member, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one pound.
7 Surplus assets
If on the winding-up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any surplus whatever the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other body (whether or not it is a member of the Company) having objects similar to the objects of the Company, or to another body the objects of which are charitable.
ARTICLES OF ASSOCIATION COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF ENDURANCE GB
1 Definitions and interpretation
In these articles:
1.1 "the Act" means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force;
1.2 "Management Committee" means the management committee of the Company;
1.3 "the seal" means the common seal of the Company;
1.4 "Secretary" means any person appointed to perform the duties of the secretary of the Company;
1.5 "the United Kingdom" means Great Britain and Northern Ireland;
1.6 "Chairman" shall, for international purposes, be equivalent to the President of the Company;
1.7 expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;
1.8 unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act or any statutory modification of the Act in force at the date at which these articles become binding on the Company.
The Company is established for the objects expressed in the memorandum of association.
3.1 The subscribers to the memorandum of association and such other persons as the Management Committee shall admit to membership shall be members of the Company;
3.2 There shall be a category of honorary life members being persons deemed by the Company to be worthy of membership through services to the Company in particular or equestrianism in general. Honorary members shall be entitled to the privileges of membership and are not liable to pay any subscriptions. However they shall not be able to vote at any meeting or to propose or second a member for election as a member of the Management Committee. Honorary members shall be elected by the members in General Meeting on recommendation of the Management Committee such membership is for life and cannot be transferred. The list of honorary members shall be reviewed by the Management Committee at a period not to exceed five years. Notwithstanding the above persons who were life members of BERA, EHPS and SERC before 29th February 2000 shall be offered free life membership of the Company.
3.3 The Management Committee shall have the power to determine different categories of membership from time to time Examples of such different categories to include ordinary members, non-riding members, family members, junior members and membership by groups or organisations on an affiliated basis or otherwise. It shall be the responsibility of the Management Committee to determine the rights and privileges attaching to each category of membership from time to time including voting rights. The Management Committee shall be responsible for fixing membership subscriptions and payment terms until the first Annual General Meeting of the Company whereupon subscriptions and payment terms thereafter shall be fixed by the Annual General Meeting.
4 General meetings
4.1 The Company shall each year 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; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next. The First Annual General Meeting shall be held on a Saturday and the date and venue shall be determined by the Management Committee. Thereafter the date of each Annual General Meeting shall be determined by the members at the immediately preceding Annual General Meeting. The Management Committee shall fix the time and venue of each Annual General Meeting and in exceptional circumstances only may change the date. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings;
4.2 the Management Committee may, whenever it thinks fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on the requisition made in writing by any 50 or more members, or, in default, may be convened by such requisitionists themselves in accordance with the provisions of s368 of the Act. Any requisition made by members shall state the object of the meeting and the terms of any special or extraordinary resolution to be proposed and shall be left at the registered office of the company.
5 Notice of general meetings
5.1 An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by at least 21 days’ notice in writing. Other meetings shall be called by at least 14 days’ notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day of the meeting and shall specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business and shall be given, in manner mentioned below or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under the articles of the Company, entitled to receive such notices from the Company provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this article, be deemed to have been duly called if it is so agreed:
5.1.1 In the case of the Annual General Meeting, by all members entitled to attend and vote; and
5.1.2 in the case of any other meeting, by a majority of the members having a right to attend and vote at the meeting, being a majority together representing not less than 95% of the total voting rights at that meeting of all members
5.2 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.
6 Proceedings at general meetings
The following business will be transacted at the Annual General Meeting each year;
6.1 to receive and if approved to adopt an audited full and detailed statement of the Society’s Accounts to the end of the previous financial year;
6.2 to announce the names of the newly elected Management Committee members with numbers of votes cast in preceding postal ballot;
6.3 to deal with any matter which the Management Committee may desire to bring before the members for consideration at the Meeting;
6.4 to deal with any proposals which have been received from Members for changes to Rules, Constitution, Administration and running of the Company.
All proposals from Members must be sent in writing, correctly proposed and seconded to the Secretary of the Company to arrive 14 days prior to the Annual General Meeting. Changes to the provisions of these Articles of Association can only be effected by a Special Resolution passed at an Extraordinary General Meeting of the Company. An Extraordinary General Meeting of the Company can immediately precede an Annual General Meeting subject to clauses 4.2 and 5.1 herein.
6.5 to appoint an Auditor;
6.6 to set the Annual Subscription Rates for the coming year;
6.7 to fix the date of the next Annual General Meeting.
6.8 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business; 20 members present in person shall be a quorum. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall be adjourned to the same day in the next week, at the same time and place, or to such other day and such other time and place as the Committee may determine.
6.9 The Chairman, if any, of the Management Committee shall chair every general meeting of the Company, or if there is no such Chairman, or if he shall not be present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the Management Committee present shall elect one of their number to chair the meeting.
6.10 If at any meeting no Management Committee member is willing to act as chairman or if no Management Committee member is present within 15 minutes after the time appointed for holding the meeting, the members present shall choose one of their number to chair the meeting.
6.11 The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
6.12 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded;
6.12.1 by the chairman, or
6.12.2 by at least 2 members present; or
6.12.3 by any member or members present in person and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting;
6.13 Unless a poll is so demanded, a declaration by the chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the minutes of proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
6.14 The demand for a poll may be withdrawn.
6.15 In the case of an equality of votes, whether on a show of hands or on poll, the chairman of the meeting shall not be entitled to a second or casting vote.
6.16 A poll demanded on the election of a chairman, or on a question of adjournment, shall be taken immediately. A poll demanded on any other question shall be taken at such time and in such manner as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
6.17 Subject to the provisions of the Act, a resolution in writing signed by all the members entitled to receive notice of and to attend and vote at general meetings (or being organisations by their duly authorised representatives) shall be as valid and effective as if it had been passed at a general meeting of the Company duly convened and held. Any such resolution in writing may consist of 2 or more documents in like form each signed by one or more members.
7 Votes of members
7.1 Every member shall have one vote (unless such member belongs to a category of member which is not entitled to vote). On a poll every person present in person or by proxy shall have one vote. Postal votes in such form as the Management Committee shall determine shall be accepted on a poll.
7.2 No member shall be entitled to vote at any general meeting unless all money presently payable by him to the Company has been paid.
7.3 The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney duly authorised. The proxy need not be a member of the Company.
7.4 The instrument appointing a proxy and the power of attorney or other authority if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time of the holding of the meeting or adjourned meeting, at which the person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
7.5 An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
"I/We , of , in the county of , being a member/members of the above-named company, hereby appoint of as my/our proxy to vote for me/us on my/our behalf at the [annual or extraordinary, as the case may be] general meeting of the company, to be held on the day of , and at any adjournment thereof.
Signed this day of "
Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
"I/We, , of , in the county of , being a member/members of the above-named company, hereby appoint of as my/our proxy to vote for me/us on my/our behalf at the at the [annual or extraordinary, as the case may be] general meeting of the company, to be held on the day of , and at any adjournment thereof.
Signed this day of
This form is to be used *in favour of/against the resolution. Unless otherwise instructed, the proxy will vote as he thinks fit."
7.6 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
7.7 A vote given in accordance with the terms of an instrument of proxy shall be valid not withstanding the previous death or insanity 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 such death insanity or revocation as aforesaid shall have been received by the company at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.
8 Organisations acting by representatives at meetings
Any organisation which is a member of the Company may by resolution of its committee or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as that organisation could exercise if it were an individual member of the Company.
9 Management Committee
9.1 The Management Committee shall consist of sixteen persons, each having current British nationality, in the first year, and fifteen persons, each having current British nationality, in all subsequent years.
9.2 Until the first annual general meeting of the Company election to the Management Committee, will be on the following basis.
9.3 Seven representatives of British Endurance Riding Association (BERA) and seven representatives from the Endurance Horse and Pony Society (EHPS)will be elected by a postal ballot to all members of both BERA and EHPS, allowing members of both existing organisations to vote for all the representatives. Two representatives from Scottish Endurance Riding Club (SERC), elected by its own members by postal ballot from its current membership, if SERC vote to become affiliated to or join the new organisation.
9.4 At the first annual general meeting, one representative from the Scottish Endurance Riding Club (SERC), will retire, and will not be re-elected. The person who polled the lowest votes at the initial election will be the person to retire. The remaining representative shall hold office for such time as the committee of SERC determine and may be removed and replaced by the committee of SERC at any time. Two representatives each from British Endurance Riding Association (BERA) and Endurance Horse and Pony Society (EHPS) who polled the lowest votes at the initial election, will retire, but may offer themselves for re-election.
9.5 At the second annual general meeting, a further five representatives from British Endurance Riding Association (BERA) and Endurance Horse and Pony Society (EHPS), who polled the next fewest votes at the initial election will retire, but may offer themselves for re-election. The decision as to which organisation shall have three retirements will be decided on the toss of a coin.
9.6 At the third annual general meeting of the company, the remaining five initial representatives shall retire, but may offer themselves for re-election.
9.7 There will be elections each year to replace retiring members of the Management Committee. A member appointed to the Management Committee pursuant to such an election shall hold office until the third Annual General Meeting following his or her election when he or she shall retire but may stand for re-election. The Management Committee shall have the power to determine that some or all of the elections are conducted on a regional or national basis and otherwise to determine rules and regulations relating to such elections subject to ratification at the Annual General Meeting. Subject to this overriding power the following provisions of this clause 9 shall apply to the elections.
9.8 Nominations of Members who are willing to stand for the Management Committee must reach the Secretary not later than six weeks prior to the annual general meeting. All Members other than Junior and Honorary members shall be eligible for election to the Management Committee.
9.9 The Secretary shall, with the notice convening the Annual General Meeting, cause to be sent to every Adult Member particulars of the nominations. This information shall be printed on a form of voting paper which shall be returned to the Chief Scrutineer or his/her deputy, or placed in a sealed ballot box at the Annual General Meeting.
9.10 The voting papers shall be inspected by the Chief Scrutineer and his/her deputy, in the case of postal votes, before the Annual General Meeting, and in the case of votes cast at the Annual General Meeting forthwith at the commencement of the said meeting.
9.11 The Chief Scrutineer and/or his/her deputy, previously appointed by the Management Committee and not being members of the Company, shall announce at the Annual General Meeting the names of the candidates for election and the details of the votes cast.
9.12 Candidates up to the number of vacancies who received the most votes shall be declared elected.
9.13 In the case of a tie, this shall be decided by a show of membership cards by paid-up Adult Members present.
9.14 The Chairman of the meeting shall cause these details to be entered in the Company Minute Book.
9.15 Members shall only vote for as many names as there are vacancies. If any voting paper has more than that number of votes it shall be rejected.
9.16 The Chief Scrutineer shall then destroy all voting papers returned as directed by the Management Committee.
9.17 No member shall be allowed to vote other than aforesaid.
9.18.1 Any casual vacancy may be filled by the other members of the Management Committee until the next Annual General Meeting, at which time he shall retire (but shall be eligible for immediate re-election or re-appointment).
9.18.2 The Management Committee may at any time appoint a Member to be a co-opted member of the Management Committee Provided That the maximum number of co-opted members does not exceed two. Every co-opted member of the Management Committee shall hold office until the Annual General Meeting following his co-option but shall be eligible to be co-opted again subject to approval of the members at the Annual General Meeting.
9.19 9.19.1 The Management Committee shall elect from within their number a chairman, vice chairman and a director of finance ("the officers").
9.19.2 Each such appointment shall subsist for a term of three years following which each officer shall retire but shall be eligible for immediate re-election provided that no chairman who has completed four consecutive periods of three years’ service as chairman shall be eligible for immediate re-election to that office.
9.20 The Management Committee may continue to act even though the number of its members is reduced by death, retirement or otherwise below the number of 8, but if at any time the number is reduced below 8 the continuing members of the Management Committee shall act only for the purpose of filling vacancies until there are at least 15 members of the Management Committee. The quorum necessary for the transaction of business of the Management Committee shall be 8.
9.21 The Management Committee shall have control over all the affairs and property of the Company and may prescribe, alter or cancel rules for the regulation of the Company and its members and shall exercise all such powers of the Company as it thinks fit except as otherwise provided by these articles. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall not have a second or casting vote. The Management Committee shall decide on the time and place for its meetings but shall so far as is reasonably possible seek to hold such meetings on Saturdays;
10 Disqualification of Management Committee members
10.1 The office of Management Committee member shall be vacated if the member:
10.1.1 becomes bankrupt or makes any arrangement or composition with his creditors generally; or
10.1.2 becomes prohibited from being a Management Committee member by reason of any order made under Section 295 of the Act; or
10.1.3 becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
10.1.4 resigns his office by written notice to the Company; or
10.1.5 attains the age of 75, however Management Committee members may continue past the age of 75 to complete their current term of office; or
10.1.6 is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest as required by Section 317 of the Act;
10.1.7 fails to attend three successive Management Committee meetings without good reason
10.2 A Management Committee member shall not vote in respect of any contract in which he is interested or any matter arising out of it, and, if he does so vote, his vote shall not be counted.
11 Management Committee and Sub-Committees
11.1 The Management Committee may delegate any of its powers to sub-committees consisting of such persons as it thinks fit (whether members of the Management Committee or otherwise); any sub-committee so formed shall conform to any regulations that may be imposed it on by the Management Committee and shall report all acts and proceedings to the Management Committee as soon as is reasonably practicable;
11.2 The Chairman of a sub-committee shall be appointed by the Management Committee; if no such chairman is appointed, or, if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to chair the meeting.
11.3 A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall not have a second or casting vote.
11.4 All acts done by any meeting of the Management Committee or by any person acting as a Management Committee member, shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or person acting as a member, or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a Management Committee member.
11.5 A resolution in writing, signed by all the Management Committee members entitled to receive notice of a Management Committee meeting, shall be as valid and effectual as if it had been passed at a Management Committee meeting duly convened and held, and may consist of several documents in like form each signed by one or more Management Committee members.
12.1 Subject to Section 293 of the Act, the Secretary shall be appointed by the Management Committee for such term at such remuneration and on such conditions as the Management Committee may think fit, and any Secretary so appointed may be removed by it (provided that no Management Committee member may occupy the salaried position of Secretary).
12.2 A provision of the Act or these articles requiring or authorising a thing to be done by or to a Management Committee member and the Secretary shall not be satisfied by its being done by or to the same person acting both as Management Committee member and as, or in place of, the Secretary.
13 The seal
The Management Committee shall provide for the safe custody of the seal, which shall be used only by the authority of the Management Committee or of a sub-committee authorised by the Management Committee in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Management Committee member and shall be countersigned by the Secretary or by a second Management Committee member or by some other person appointed by the Management Committee for the purpose.
14.1 The Management Committee shall cause accounting records to be kept in accordance with Sections 221 and 222 of the Act;
14.2 the accounting records shall be kept at the registered office of the Company or, subject to Section 227 of the Act, at such other place or places as the Management Committee thinks fit, and shall always be open to the inspection of the officers of the Company;
14.3 The Management Committee may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by members of the Company (other than members of the Management Committee) of the accounts and books of the company or any of them and subject to such conditions and regulations the accounts and books of the Company shall be open to inspection by members of the Company at all reasonable times during normal business hours.
14.4 the Management Committee shall from time to time in accordance with Sections 238 to 242 of the Act cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those Sections;
14.5 a copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Company in general meeting, together with a copy of the auditor’s report, and the Management Committee’s report, shall not less than 21 days before the date of the meeting be sent to every member of the Company provided that this article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware.
Auditors shall be appointed and their duties regulated in accordance with Sections 284 and 392 of the Act.
16.1 A notice may be given by the Company to any member either personally or by sending it by post to him or his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Company for the giving of notice to him. Proof that an envelope containing a notice was properly addressed, prepared and posted shall be conclusive evidence the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted;
16.2 notice of every general meeting shall be given in any manner authorised by these articles to:
16.2.1 every member except those members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the given of notices to them;
16.2.2 every person being a legal representative or a trustee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting;
16.2.3 the auditor for the time being of the Company; and
16.2.4 each Management Committee member.
No other person shall be entitled to receive notices of general meetings.
Clause 7 of the memorandum of association relating to the winding-up and dissolution of the Company shall have effect as if its provisions were repeated in these articles.
18 Rules or byelaws
18.1 The Management Committee may from time to time make such rules or byelaws as it may deem necessary or convenient for the proper conduct and management of the Company and for the purposes of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the above, it may by such rules or byelaws regulate:
18.1.1 the admission and classification of members of the Company, and the rights privileges and duties 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; subject to the approval of the members at the Annual General Meeting;
18.1.2 the conduct of members of the Company in relation to one another and to the Company’s employees;
18.1.3 the setting aside of the whole or any part or parts of the Company’s premises at any particular time or times or for any particular purpose or proposes;
18.1.4 the procedure at general meetings and meetings of the Management Committee and sub-committees in so far as such procedure is not regulated by these articles;
18.1.5 the procedure and conduct of events and competitions and qualifying therefore;
18.1.6 and establish one or more disciplinary committees in relation to the conduct of members or other participants in events organised by the Company (the decisions of which committee(s) (for which no reasons need be given) shall be binding on members of the company and such participants) and;
18.1.7 generally all such matters as are commonly the subject matter of Company rules.
18.2 The Company in general meeting shall with agreement of members alter or repeal the rules or byelaws and to make additions to them, and the Management Committee shall adopt such means as it deems sufficient to bring to the notice of members of the Company all such rules or byelaws, which so long as they shall be in force, shall be binding on all members of the Company provided nevertheless that no rule or byelaw shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or articles of association of the Company.
The headings in these articles shall not be taken as part of them or in any manner affect the interpretation or construction of the same.