THE COMPANIES ACT

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THE COMPANIES ACT 2006

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PRIVATE COMPANY LIMITED BY GUARANTEE

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ARTICLES OF ASSOCIATION

 

 

of

 

 

ELLISWICK LAWN TENNIS CLUB LIMITED

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Table of Contents

  1. Defined Terms. 3
  2. Objects. 6
  3. Powers. 7
  4. Liability of Members. 8
  5. Directors’ General Authority. 8
  6. Directors May Delegate. 9
  7. Committees. 9
  8. Directors to Take Decisions Collectively. 9
  9. Unanimous Decisions. 10
  10. Calling a Meeting of the Board. 10
  11. Participation in Meetings of the Board. 11
  12. Composition of the Board and Quorum.. 11
  13. Chairing of Meetings of the Board. 12
  14. Casting Vote. 12
  15. Conflicts of Interest 12
  16. Records of Decisions to be Kept 13
  17. Methods of Appointing Directors. 14
  18. Termination of Director’s Appointment 15
  19. Directors’ Remuneration. 17
  20. President 17
  21. Chairman. 17
  22. Secretary. 18
  23. Treasurer 18
  24. Men’s and Ladies’ Captains. 18
  25. Elected Directors. 19
  26. Elections. 19
  27. Casual Vacancies. 20
  28. Applications for Membership. 20
  29. Conditions of Membership. 21
  30. Categories of Membership. 21
  31. Termination of Membership. 22
  32. Annual General Meetings. 23
  33. Notice of General Meetings. 24
  34. Resolutions and General Meetings. 25
  35. Attendance and Speaking at General Meetings. 25
  36. Quorum for General Meetings. 25
  37. Chairing General Meetings. 26
  38. Attendance and Speaking by Directors and Non-Members. 26
  39. Adjournment 26
  40. Voting: General 27
  41. Errors and Disputes. 28
  42. Poll Votes. 28
  43. Content of Proxy Notices. 29
  44. Delivery of Proxy Notices. 30
  45. Amendments to Resolutions. 30
  46. Means of Communication to be Used. 31
  47. No Right to Inspect Accounts and Other Records. 31
  48. Indemnity. 31
  49. Insurance. 32
  50. Finance. 33
  51. Borrowing. 33
  52. Bye-laws. 33
  53. Minutes. 34
  54. Dissolution. 34

 

THE COMPANIES ACT 2006

________________________________________

PRIVATE COMPANY LIMITED BY GUARANTEE

_________________________________________

ARTICLES OF ASSOCIATION

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ELLISWICK LAWN TENNIS CLUB LIMITED

__________________________________________

DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY

  1. Defined Terms

In these Articles, unless the context requires otherwise:

2006 Act means the Companies Act 2006 as modified by statute or re-enacted from time to time.

Application Committee means a committee established in accordance with Article 7 with the purpose of approving applications for membership of the Club.

Articles means these articles of association, as may be amended from time to time.

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.

Board means the board of directors of the Club established from time to time in accordance with Article 17, the members of which are the directors of the Club for the purposes of the 2006 Act.

Bye-law means any Bye-law from time to time in force which has been duly made by the Board pursuant to these Articles.

Chairman means the person elected from time to time in accordance with these Articles as the chairman of the Club.

clear days means a period of days exclusive of the day on which the notice is served and of the day for which it is given.

chairman of the meeting has the meaning given in Article 37.

Club means the above named company.

CLTA means Hertfordshire County Lawn Tennis Association.

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.

Elected Director means a director elected in accordance with Article 17.2.7.

electronic form has the meaning given in Section 1168 of the 2006 Act.

Game means the game of tennis.

general meeting means an annual general meeting or other general meeting of the Club.

hard copy form has the meaning given in Section 1168 of the 2006 Act.

 Life Member means a member who is appointed as a life member pursuant to Article 32.2.7.

LTA means Lawn Tennis Association Limited (the governing body of tennis within Great Britain, the Channel Islands and the Isle of Man), a private company limited by guarantee with registered number 07459469 and whose registered address is The National Tennis Centre, 100 Priory Lane, Roehampton, London SW15 5JQ and its subsidiaries or such successor entity or entities as become(s) the governing body of the game of tennis within Great Britain, the Channel Islands and the Isle of Man from time to time.

LTA Disciplinary Code means the disciplinary code of the LTA in force from time to time.

LTA Rules means the rules of the LTA as in force from time to time.

member means the persons admitted to the membership of the Club in accordance with Article 28 and any Bye-laws from time to time in force.

Non-Voting Members means all members of the Club other than the Voting Members and who shall not be members for the purposes of the 2006 Act.

ordinary resolution has the meaning given in Section 282 of the 2006 Act.

participate has, in relation to a directors’ meeting, the meaning given in Article 11.

President means the person from time to time elected in accordance with these Articles as the president of the Club.

proxy notice has the meaning given in Article 43.1.

Secretary means secretary of the Club appointed from time to time in accordance with these Articles.

special resolution has the meaning given in Section 283 of the 2006 Act.

subsidiary has the meaning given in Section 1159 of the 2006 Act.

Treasurer means the treasurer of the Club appointed from time to time in accordance with these Articles.

Voting Members means the members of the Club who, under these Articles, are entitled to receive notice of, attend and vote at general meetings and who are members of the Club for the purposes of the 2006 Act.

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 2006 Act.
  • Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations.
  • For the purposes of Section 20 of the 2006 Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.
  1. Objects

The objects for which the Club is established (Objects) are:

  • To acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as Elliswick Lawn Tennis Club and to indemnify Elliswick Lawn Tennis Club, its officers, members, and members of any of its sub-committees against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of Elliswick Lawn Tennis Club and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Elliswick Lawn Tennis Club and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;
  • principally to provide facilities for and generally to promote, encourage and facilitate the playing of the Game in the area of Harpenden and amongst the community;
  • to provide and maintain Club premises at the corner of Browning Road and Elliswick Road Harpenden, or such other premises as the Club in a general meeting (by special resolution) may decide, and Club-owned tennis equipment for the use of its members (without discrimination);
  • to provide other ordinary benefits of an amateur sports club as set out in Part 13 Chapter 9 Corporation Tax Act 2010 including without limitation provision of suitably qualified coaches, coaching courses, insurance, medical treatment and post-match refreshments;
  • to obtain funding for the activities of the Club by collecting entrance fees, membership subscriptions and such other funding as the Board shall consider appropriate;
  • to promote the Game within the Club;
  • to sell or supply food and/or drink and provide other activities as a social adjunct to the sporting purposes of the Club;
  • to take and retain membership of the CLTA (and by doing so become and remain registered as an associate of the LTA) and to comply with and uphold the LTA Rules and the LTA Disciplinary Code and the rules and regulations of any body to which the LTA is registered or affiliated;
  • to acquire, establish, own, operate and turn to account in any way for the members’ benefit the tennis court facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;
  • subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider jurisdiction, to make rules, regulations, bye-laws and standing orders concerning the operation of the Club including without limitation regulations concerning disciplinary procedures that may be taken against the members;
  • subject to the LTA Rules and the LTA Disciplinary Code and the LTA’s wider jurisdiction, to discipline the members where permitted by these Articles and the Bye-laws and to refer its members to be disciplined by the LTA or the CLTA (as appropriate) where so required by the LTA Rules, the LTA Disciplinary Code and the LTA’s wider jurisdiction;
  • to make donations or offer support to lawn tennis clubs which are charities or community amateur sports clubs; and
  • to do all such other things as the Board thinks fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated above.
  1. Powers
    • The Club shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects (Powers).
    • The income and property of the Club shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the members of the Club or third parties other than other registered community amateur sports clubs or charities. No member shall be paid a salary, bonus fee or other remuneration for playing for the Club.
    • Nothing in Article 2 shall prevent the payment in good faith by the Club:
      • to any director, committee or sub-committee member of reasonable and proper out-of-pocket expenses incurred in the exercise of their powers and the discharge of their responsibilities in relation to the Club;
      • of interest on money lent by a member of the Club or its directors at a commercial rate of interest;
      • of reasonable and proper rent for premises demised or let by any member of the Club or by any director; or
      • of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the directors (or any of them) in relation to the Club.
  1. Liability of Members
    • 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 it being wound up while he is a member or within one year after he ceases to be a member, for any of the items set out in Article 2.
    • The items for which a member undertakes to contribute are:
      • 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

  1. Directors’ General Authority
    • Subject to these Articles, any Bye-laws made pursuant to them and the 2006 Act, the Board is responsible for the management of the Club’s business, for which purpose it may exercise all the Powers of the Club.
    • No Bye-law made by the Board pursuant to Article 52 shall invalidate any prior act of the Board which would have been valid if such Bye-law had not been made.
  2. Directors May Delegate
    • Subject to these Articles, the Board may delegate any of the powers which are conferred on it under these Articles:
      • to such person or committee;
      • by such means (including by power of attorney);
      • to such an extent;
      • in relation to such matters or territories; and
      • on such terms and conditions;

as it thinks fit.

  • All acts and proceedings delegated under Article 1 shall be reported to the Board in due course.
  • If the Board so specifies, any such delegation may authorise further delegation of the Board’s powers by any person to whom they are delegated.
  • The Board may revoke any delegation in whole or part, or alter its terms.
  1. Committees
    • Committees to which the Board delegates any of its powers must follow procedures which are based as far as they are applicable on those provisions of these Articles which govern the taking of decisions by the Board.
    • The quorum for meetings of any committee formed pursuant to the provisions of this Article shall be two.

DECISION-MAKING BY DIRECTORS

  1. Directors to Take Decisions Collectively

Any decision of the Board must be either a majority decision or a decision taken in accordance with Article 9.

  1. Unanimous Decisions
    • A decision of the Board 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.
    • 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.
    • 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 meeting of the Board.
    • 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.
  2. Calling a Meeting of the Board
    • The Board may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that at least five such meetings shall be held in each year.
    • The Board shall report on their activities to the members at the annual general meeting.
    • Any director may call a meeting of the Board by giving 5 clear days’ notice of the meeting to the directors or by directing the Secretary to give such notice.
    • The Chairman and the Secretary or any 3 directors shall be able to call an emergency meeting of the Board with less than 5 clear days’ notice if they consider it in the interest of the Club to do so.
    • Notice of any meeting of the Board must indicate:
      • its proposed date and time;
      • where it is to take place; and
      • 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.
    • Notice of a meeting of the Board must be given to each director, but need not be in writing. A director who is absent from Great Britain shall be entitled to notice of a meeting if he has provided a valid email address.
  3. Participation in Meetings of the Board
    • Subject to these Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:
      • the meeting has been called and takes place in accordance with these 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.
    • In determining whether directors are participating in a meeting of the Board, it is irrelevant where any director is or how they communicate with each other.
    • If all the directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is located.
  4. Composition of the Board and Quorum
    • The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, but it must never be less than five and unless otherwise fixed it is five.
    • Subject to Article 3, the Board may act notwithstanding any vacancy in their body.
    • 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 call a general meeting so as to enable the members to fill a casual vacancy arising among the directors.
  5. Chairing of Meetings of the Board
    • The Chairman shall be chairman of the Board. The Chairman shall preside as chairman at all meetings of the Board at which he shall be present.
    • If at any meeting the Chairman is not present within 15 minutes after the time appointed for holding the meeting or he is not willing to preside, the President shall preside. If the President is also not present or is unwilling to preside within 15 minutes of the time at which a meeting was due to start, the members of the Board present shall choose one of their number to be chairman of the meeting. The person so appointed for the time being is to be treated as the chairman for the purposes of these Articles.
  6. Casting Vote
    • If the numbers of votes for and against a proposal are equal, the Chairman or other director chairing the meeting of the Board has a casting vote.
    • Article 1 shall not apply to give a casting vote to the Chairman or other director chairing the meeting (as appropriate) if, in accordance with these Articles, the Chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
  7. Conflicts of Interest
    • Subject to Article 2, if a proposed decision of the Board 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.
    • The prohibition under Article 1 shall not apply when:
      • the Board approves the director counting towards the quorum and voting on the transaction or arrangement notwithstanding such interest in accordance with Section 175 of the 2006 Act;
      • the director need not declare an interest pursuant to Section 177 or 182 of the 2006 Act; or
      • the director’s conflict of interest arises from a permitted cause.
    • For the purposes of Article 2, the following are permitted causes:
      • a guarantee, security or indemnity 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 (if any);
      • subscription, or an agreement to subscribe, for securities of the Club or any of its subsidiaries (if any), 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 (if any) which do not provide special benefits for directors or former directors.
    • For the purposes of this Article 15, references to proposed decisions and decision-making processes include any meeting of the Board or part of a meeting of the Board.
    • Subject to Article 6, if a question arises at a meeting of the Board or of a committee of the Board 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 of the meeting whose ruling in relation to any director other than himself is to be final and conclusive.
    • 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.
  8. Records of Decisions to be Kept
    • The Board must ensure that the Club keeps a record, in writing, for at least ten years from the date of the decision recorded, of every unanimous or majority decision taken by the Board and by the Club at general meeting.
    • Any such records, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
    • Any such records shall be circulated to all members of the Board.

 APPOINTMENT OF DIRECTORS

  1. Methods of Appointing Directors
    • The number of directors shall be not less than three and shall be subject to a maximum of 12.
    • The members of the Board shall be:
      • the President;
      • the Chairman;
      • the Secretary;
      • the Treasurer;
      • the Men’s Captain;
      • the Ladies’ Captain; and
      • up to six (or such lower number as the Board shall from time to time decide) Elected Directors.
    • The first directors, who shall hold office until such time as they are due to retire in accordance with these Articles, shall be:
Office Name End of Office
17.3.1             The President James Frederick McGown 12.11.2016
17.3.2             the Chairman Steven Segall 12.11.2016
17.3.3             the Secretary Christie Sweeny 05.12.2017
17.3.4             the  Treasurer Jaap Hesslelink 05.12.2017
17.3.5             Men’s Captain Stephen Lowe 05.12.2017
17.3.6             Ladies’ Captain Linda Brown 05.12.2017

 

  • The first directors set out in Article 3 shall retire on the date set out in Article 17.3 after their respective names but may be re-elected in accordance with these Articles.
  • Each member of the Board must:
    • satisfy HMRC’s fit and proper person test to be involved in the general control, management and administration of the Club and must declare (in the required form) that he is a fit and proper person prior to being elected;
    • be a Voting Member of the Club; and
    • be aged 21 years and over.
  • The Men’s and Ladies’ Team Captains must fulfil the requirements of 5 and be Full members of the Club as defined in Article 30.
  • Any person accepting nomination to the Board who has any financial interest or other conflict of interest in such appointment must, before accepting the nomination, state in writing to the Club all such interests. Failure to do so will lead to automatic disqualification from Board membership.  The Board has the right to veto such an election if, in its opinion, it is not in the best interests of the Club.
  • The Board may at its discretion award honoraria to such persons as it thinks fit.
  • All acts carried out in good faith at any meeting of the Board or of any sub-committee, or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person, be as valid as if every such person had been duly appointed or had duly continued in office.
  1. Termination of Director’s Appointment
    • Without prejudice to the provisions of Section 168 of the 2006 Act, a person shall cease to be a director of the Club as soon as:
      • that person ceases to be a director by virtue of any provision of the 2006 Act or is prohibited from being a director by law;
      • a bankruptcy order is made against that person;
      • that person is convicted of any criminal offence (other than an offence under any road traffic legislation in the United Kingdom or elsewhere for which a fine or non-custodial penalty is imposed);
      • a registered medical practitioner who is treating that person gives a written opinion to the Club 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;
      • that person is suspended from holding office or from taking part in any activity relating to the administration or management of the Club by a decision of the CLTA or the LTA;
      • that person shall without sufficient reason for more than three consecutive Board meetings have been absent without permission of the Board and all other members of the Board resolve that his office be vacated;
      • that person is requested to resign by not less than two-thirds of the other members of the Board acting together;
      • that person ceases to be a member; or
      • 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.
    • A President, Chairman, Treasurer, Secretary, Men’s Captain and Ladies’ Captain who is removed from office as a director of the Board for whatever reason shall be deemed to have resigned from office and the vacancy shall be filled in accordance with these Articles.
  2. Directors’ Remuneration

The Club shall not employ any director of the Club to provide any services outside the scope of the ordinary duties of a director and shall not pay any director any remuneration in relation to his role on the Board.

APPOINTMENTS AND ELECTED POSITIONS

  1. President
    • The individual named as first President in Article 3.1 shall retire on the date as set out in Article 17.3.1 but shall be re-elected each year by the Board until his position is terminated by the individual or by the Board.
    • His successor and any subsequent President shall be elected by the Board for an initial period of 5 years and thereafter he shall retire but may be re-elected each year by the Board until his position is terminated by the individual or by the Board.
    • The President shall be a director by virtue of his office and shall have such rights and privileges, as the Voting Members in general meeting shall from time to time prescribe.
  2. Chairman
    • The individual named as first Chairman in Article 3.2 shall retire on the date as set out in 17.3.2 and shall be eligible for re-election, such election to be held in accordance with Article 21.2.
    • His successor (including him, if re-elected) and any subsequent Chairman shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year in accordance with Article 26.
    • The Chairman shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
  3. Secretary
    • The individual named as first Secretary in Article 3.3 shall retire on the date as set out in 17.3.3 and shall be eligible for re-election, such election to be held in accordance with Article 22.2.
    • His successor (including him, if re-elected) and any subsequent Secretary shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year in accordance with Article 26.
    • The Secretary shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
  4. Treasurer
    • The individual named as first Treasurer in Article 3.4 shall retire on the date as set out in 17.3.4 and shall be eligible for re-election, such election to be held in accordance with Article 23.2.
    • His successor (including him, if re-elected) and any subsequent Treasurer shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year, such re-election to be held in accordance with Article 26.
    • The Treasurer shall be a director by virtue of his office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
  5. Men’s and Ladies’ Captains
    • The individuals named as the first Men’s Captain in Article 2.5 and Ladies Captain in Article 17.2.6 shall retire on the date as set out in that Article and shall be eligible for re-election, such election to be held in accordance with Article 24.2.
    • Their successors (including them, if re-elected) and any other Men’s Captain and Ladies’ Captain shall be elected in accordance with Article 26. An individual so appointed shall hold office for an initial two year term and at the end of such term shall be eligible for re-election each year, such election to be held in accordance with Article 26
    • The Men’s Captain and Ladies Captain shall be directors by virtue of their office and shall have such rights and privileges as the Voting Members in general meeting shall from time to time prescribe.
  6. Elected Directors

The Elected Directors shall be elected in accordance with Article 26. A person so appointed shall hold office for an initial two year term and on completion of that two year term shall be eligible for re-election each year, such election to be held in accordance with Article 26.

  1. Elections
    • The Secretary shall give notice of any vacancies for the Chairman, Secretary, Treasurer, Men’s Captain, Ladies’ Captain or an Elected Director together with a list of directors seeking re-election 21 days before the annual general meeting.
    • Any Voting Member aged 21 years and over may nominate a member to be the Chairman, Secretary, Treasurer, Men’s Captain, Ladies Captain or an Elected Director. Any person nominated under this Article 26 must satisfy the requirements in Article 5. Any nomination must be made on the form prescribed from time to time by the Board and notice of the nomination given to the Secretary two clear days before the annual general meeting.  Any nomination must be seconded by another Voting Member aged 21 years and over and may only nominate or second one candidate for each post and the form must be completed and returned to the Secretary not later than such date as the Board shall prescribe each year.
    • If there are the same number of candidates as there are vacancies for a post, those candidates shall be declared elected unopposed at the annual general meeting. In the event of there being more nominations than vacancies, there shall be an election at the annual general meeting as directed by the Board.  The results of any such election must be announced at the annual general meeting. If there are no nominations made for a vacancy the Board can nominate a candidate for election at the annual general meeting, provided that such person nominated satisfies the requirements in Article 5, and such a candidate shall be declared elected unopposed at the annual general meeting.
  2. Casual Vacancies
    • A casual vacancy arising among the Board shall be filled by the Board provided always that the person appointed to fill the vacancy shall hold office until such time as the person he replaced was due to retire but shall be eligible for re-election in accordance with these Articles.

BECOMING AND CEASING TO BE A MEMBER

  1. Applications for Membership
    • The subscribers to the Memorandum of Association of the Club, the members of the unincorporated association known as the Elliswick Lawn Tennis Club as at the date of incorporation and such other persons as are admitted to membership by the Board in accordance with these Articles, shall be the members of the Club.
    • No person shall become a member of the Club unless:
      • that person has been nominated by an existing member of the Club;
      • that person has completed an application for membership in a form approved by the Board, and
      • the application has been approved by the Application Committee.
    • For the avoidance of doubt membership is open to all without discrimination and may only be refused where admission to membership would be contrary to the best interests of the sport or the good conduct and interests of the Club and no person shall be denied membership of the Club on the grounds of race, ethnic origin, creed, colour, age, disability, sex, occupation, sexual orientation, religion, political or other beliefs. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present and voting at such meeting.
    • For the purposes of registration, the number of members is declared to be unlimited.
    • A person shall not be entitled to any privileges of the Club until he receives notice from the Board that he has been accepted as a member and has paid any entrance fees and annual subscription set by Voting Members under Article 2.3. A person shall not be entitled to any privileges of the Club until two days have passed since his application for membership was submitted, whether or not he is admitted as a member before those two days have lapsed.
    • The Voting Members at a general meeting may from time to time fix the levels of entrance fees and annual subscriptions to be paid by the different categories of members provided that the Voting Members shall use their best endeavours to ensure that the fees set by it do not preclude open membership of the Club.
  2. Conditions of Membership
    • All members shall be bound by and subject to these Articles and any Bye-laws made pursuant to the Articles, the LTA Rules and the LTA Disciplinary Code.
    • The members shall pay any entrance fees and annual subscription set by Voting Members under Article 2.3. Any member whose subscription fee is not paid in full by such date as decided by the Voting Members at the annual general meeting shall be deemed to have resigned his membership of the Club.
    • Subject to Article 31, the Board may terminate the membership of any person, or impose any other sanction they determine to be appropriate, in connection with the breach of any condition of membership set out in this Article 29.
  3. Categories of Membership
    • Membership of the Club shall be categorised as follows
Category Criteria
30.1.1             Full (28 +) Playing member aged 28 years and over. Elected to Full membership by the Board.
30.1.2             Full (21-27) Playing member aged 21-27 years inclusive. Same rights as the Full members 28 years and over.  Elected to Full membership by the Board.
30.1.3             Intermediate Playing member aged between 16 years and under 21 years or a Junior member elected by the Board.
30.1.4             Junior Aged between 8 years and under 16 years whose parent of guardian is a Full or Social member.
30.1.5             Young Junior (5-7) Aged 5-7 years inclusive whose parent of guardian is a Full or Social member.
30.1.6             Young Junior (under 5) Aged less than 5 years whose parent of guardian is a Full or Social member.
30.1.7             Student Aged 18 years or over and in full time tertiary education at the start of the calendar year.
30.1.8             Social Non-playing member aged 21 years and over.
30.1.9             Country Full member, as defined under article 30.1.1 or 30.1.2 but who resides no nearer than 30 mile to the Club premises.
30.1.10       Life Elected under Article 32.2.7.
  • The number of Social members in category 1.8 shall not exceed 40% of Full members under Articles 30.1.1 and 30.1.2.
  1. Termination of Membership
    • It shall be the duty of the Board, if at any time it shall be of the opinion that the interests of the Club so require, by notice in hard copy form sent by prepaid post to a member’s address, to request that member to withdraw from membership of the Club within a time specified in such notice. If, on the expiry of the time specified in such notice, the member concerned has not withdrawn from membership by submitting notice in hard copy form of his resignation, or if at any time after receipt of the notice requesting him to withdraw from membership the member shall so request in hard copy form, the matter shall be submitted to a properly convened and constituted meeting of the Board or such sub-committee to which it has delegated its powers. The Board or sub-committee and the member whose expulsion is under consideration shall be given at least 14 days’ notice of the meeting, and such notice shall specify the matter to be discussed. The member concerned shall at the meeting be entitled to present a statement in his defence either verbally or in hard copy form, and he shall not be required to withdraw from membership unless a two-thirds majority of the Board members or sub-committee members present and voting shall, after receiving the statement in his defence, vote for his expulsion, or unless the member fails to attend the meeting without sufficient reason being given.  If such a vote is carried, or if the member shall fail to attend the meeting without sufficient reason being given, he shall thereupon cease to be a member and his name shall be erased from the register of members.  The Board may exclude the member from the Club’s premises until the meeting considering his expulsion has been held.  For the avoidance of doubt, the member shall be entitled to attend the Club’s premises to attend that meeting (if it is held at them) for the purpose of making his representations. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present and voting at such meeting. A member may withdraw from membership of the Club by giving one months’ notice to the Club in writing.
    • A member may terminate their membership of the Club voluntarily by giving one month’s written notice to the Board.
    • A membership terminates automatically when that person dies or on the failure of the member to comply or to continue to comply with any condition of membership set out in these Articles or any Bye-laws made pursuant to the Articles.
    • Membership is not transferable.
    • Any person ceasing to be a member forfeits all rights in relation to and claims upon the Club, its property and its funds and has no right to the return of any part of his subscription. The Board may refund an appropriate part of a resigning member’s subscription if it considers it appropriate taking account of all the circumstances.

ORGANISATION OF GENERAL MEETINGS

  1. Annual General Meetings
    • The Club shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the Board and shall specify the meeting as such in the notices calling it, provided that so long as the Club holds its first annual general meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year. Thereafter, not more than fifteen months shall be allowed to elapse between two successive annual general meetings.
    • The annual general meeting shall be held for the following purposes:
      • to receive from the Board the Club’s accounts together with a (unless a statutory audit is required by law) non statutory audit of such accounts and the Treasurer’s report as to the financial position of the Club;
      • to receive from the Board a report of the activities of the Club since the previous annual general meeting;
      • to fix the membership entrance fees and subscription levels for the following year;
      • to fix the date membership subscription payments are due;
      • to appoint the Club’s auditors or inspecting accountants (statutory or non-statutory, as appropriate);
      • to announce the election (as appropriate) of the President, Chairman, Secretary, Treasurer, Men’s Captain, Ladies’ Captain and the Elected Directors to be appointed in accordance with these Articles; and
      • to transact such other business (which shall be deemed special business) as may be brought before it (including without limitation the appointment of Life Members (in recognition of outstanding contribution or long service to the Club)).
    • Notice of any special business to be transacted under Article 2.7 shall be given to the Secretary not less than 21 days before the date of the annual general meeting.
  2. Notice of General Meetings
    • General meetings shall be called by at least 14 clear days’ notice but a general meeting may be called by shorter notice if so agreed by a majority in number of the Voting Members holding not less than 90 per cent of the total voting rights at the meeting of all the Voting Members. The notice of the meeting shall specify the time and place of the meeting and in the case of special business the general nature of that business.
    • Notice shall be given to all members entitled to attend and speak at a general meeting under article 1.
    • Notice for an annual general meeting shall contain a copy of the accounts to be reported on at that annual general meeting as well as notice of any resigning members of the Board under Article 1.
    • 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.
  3. Resolutions and General Meetings

Subject to and save as provided in the 2006 Act and Articles 2.3 and 54.1, all resolutions of the Club shall be ordinary resolutions.

  1. Attendance and Speaking at General Meetings
    • A person is able to exercise a right to attend and speak at a general meeting when that person is aged 16 years and over, a member of the Club and present in person (or by proxy) at the general meeting and is able 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.
    • A person is able to exercise the right to vote at a general meeting when:
      • That person is entitled to receive notice of the general meeting and is aged 18 years and over;
      • 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 Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
  2. Quorum for General Meetings
    • No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
    • Subject to Article 6, 10% of the Voting Members, present in person (or by proxy) shall be a quorum.
  3. Chairing General Meetings
    • The Chairman shall chair general meetings if present and willing to do so. If the Chairman shall be absent, or if at any meeting he is not present within 15 minutes after the time appointed for holding the same, the President shall preside. If the President is not present or is unwilling to preside within 15 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.

  • The person chairing a meeting in accordance with this article is referred to as the chairman of the meeting.
  1. Attendance and Speaking by Directors and Non-Members
    • Directors may attend and speak at general meetings.
    • The chairman of the meeting may permit other persons who are not members of the company to attend and speak at a general meeting.
  2. Adjournment
    • 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.
    • 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.
    • 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 Club must give at least seven 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 provided that if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, two Voting Members shall be a quorum.

VOTING AT GENERAL MEETINGS

  1. Voting: General
    • Every Voting Member shall be entitled to receive notice of, attend general meetings and cast one vote.
    • 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 these Articles.
  2. Errors and Disputes
    • 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.
    • Any such objection must be referred to the chairman of the meeting whose decision is final.
  3. Poll Votes
    • 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.
    • A poll may be demanded by:
      • the chairman of the meeting;
      • the Board; or
      • five or more members present in person or proxy having the right to vote on the resolution or, if less, 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.
    • 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.
    • Polls shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) 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.
    • 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 30 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.
    • 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.
  4. Content of Proxy Notices
    • Proxies may only validly be appointed by a notice in writing (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;
      • is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
      • is delivered to the Club in accordance with these Articles and any instructions contained in the notice of the general meeting to which they relate.
    • The Board may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
    • 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.
    • 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.
  1. Delivery of Proxy Notices
    • 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 Club by or on behalf of that person provided that the proxy notice has been revoked in accordance with article 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.
    • 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.
    • 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.
  2. Amendments to Resolutions
    • An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
      • 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
      • the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution.
    • 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.
    • With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.
    • 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.

ADMINISTRATIVE ARRANGEMENTS

  1. Means of Communication to be Used
    • Subject to these Articles, anything sent or supplied by or to the Club under these Articles may be sent or supplied in any way in which the 2006 Act provides for such documents or information to be sent or supplied by or to the Club.
    • Subject to these Articles, any notice or document to be sent or supplied to a member of the Board in connection with the taking of decisions by the Board 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.
    • 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.
  2. No Right to Inspect Accounts and Other Records

Except as provided by law or authorised by the Board 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

  1. Indemnity
    • Subject to Article 2, a relevant director, employee or agent 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 2006 Act); and
      • any other liability incurred by that director as an officer of the Club or an associated company.
    • This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the 2006 Act or by any other provision of law.
    • 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.
  1. Insurance
    • The Board 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.
    • In this Article:
      • a relevant director means any director or former director of the Club or an associated company;
      • 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.
  1. Finance
    • All monies received by the Club shall be received by the Treasurer and such monies shall be deposited in a bank or building society account in the name of the Club for such purposes.
    • No monies shall be drawn from that account except by cheque signed by any two of the Chairman, Secretary or Treasurer of the Club from time to time.
    • All monies not required for immediate use shall be invested as the Board, in its absolute discretion, thinks fit.
  2. Borrowing
    • Subject to these Articles, the Board may exercise all the powers of the Club to:
      • borrow money;
      • indemnify or guarantee;
      • mortgage or charge all or any part of the property of the Club;
      • create and issue debentures and other securities; and
      • give security either outright or as collateral security for any debt, liability or obligation of the Club.
    • The Board shall restrict the borrowing activities of the Club defined in Article 1, so that the aggregate amounts borrowed by the Club and remaining outstanding at any time shall not without previous sanction of an ordinary resolution of the Club exceed £10,000.
  3. Bye-laws
    • The Board shall have the power to make, alter or revoke Bye-laws including, but not limited to, Bye-laws:
      • creating regulations, standing orders and/or Bye-laws for the better administration of the Club and to regulate the function, role and operation of committees to assist the Board in the better administration of the Club;
      • setting the Club’s opening hours;
      • setting or adopting such other regulations or policies, including for example child protection, guest and equity policies, as the Board thinks fit; and
      • in relation to licensable activities of the Club,

provided that nothing in those Bye-laws shall prejudice the Club’s status as a Community Amateur Sports Club under Part 13 Chapter 9 Corporation Tax Act 2010 and provided that the said Bye-laws shall be consistent with these Articles and the 2006 Act.

  1. Minutes

The Secretary, and in his absence such other member of the Board as the Board shall elect, shall cause minutes to be made in books kept for that purpose of all proceedings and general meetings of the Club, Board meetings and committee meetings.

  1. Dissolution
    • The Club shall be wound up voluntarily whenever a special resolution is passed that the Club be wound up.
    • If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Club, but shall be given or transferred to the LTA for use in community related initiatives for the Game; (ii) another registered community amateur sports club for the Game; or (iii) a charitable organisation for the Game.