THE COMPANIES ACTS 1985, 1989 AND 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
– of –
LEAMINGTON CYCLING AND ATHLETICS CLUB
PART 1 - INTERPRETATION AND LIMITATION OF LIABILITY
In the articles, unless the context requires otherwise —
- “articles” means the company’s articles of association;
- “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
- “president” has the meaning given in article 9;
- “chairman of the meeting” has the meaning given in article 18;
- “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
- “club” means the above named company
- “committee” means the board of elected directors of the club;
- “director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
- “document” includes, unless otherwise specified, any document sent or supplied in
electronic form; - “electronic form” has the meaning given in section 1168 of the Companies Act 2006;
- “member” means the persons admitted to the membership of the club in accordance with article 14 and any Rules from time to time in force ;
- “senior member” means the members of the club who, under article 14 are entitled to receive notice of, attend and vote at general meetings and who are members of the club for the purposes of the Companies Acts ;
- “non-voting members” means all members of the club other than the senior members and who shall not be members for the purposes of the companies Acts ;
- “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
- “participate”, in relation to a directors’ meeting, has the meaning given in article 9;
- “Rules” means any rules of the club made by the committee, as amended from time to time ;
- “special resolution” has the meaning given in section 283 of the Companies Act 2006;
- “subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
- “writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the company in the event of it being wound up while he they are a member or within one year after they cease to be a member, for:
a) payment of the company’s debts and liabilities contracted before they cease to be a member
b) payment of the costs, charges and expenses of winding up, and
c) adjustment of the rights of the contributories among themselves.
The objects for which the club is established are:
a) Principally to provide facilities for and to promote and foster cycling, running and athletics activities to people of all ability amongst the community.
b) To enable members to enjoy, participate in, and improve their performance in cycling, running and athletics.
c) To provide for related social activities amongst club members.
d) to acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the subscribing sections of the unincorporated association known as Leamington Cycling and Athletics Club and to indemnify Leamington Cycling and Athletics Club, its officers and members against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of Leamington Cycling and Athletics Club and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Leamington Cycling and Athletics Club and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking .
e) 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 coaching courses, insurance, medical treatment and other support to expenses incurred from members’ participation in cycling, running and athletics .
f) to obtain funding for the activities of the club by collecting race entry fees, track usage fees, affiliation fees, membership subscriptions, training fees, and by obtaining sponsorship and other available funding.
g) to acquire, establish or own any goods or services appropriate to the operation of the club and its members.
h) to make rules, regulations, bye-laws and standing orders concerning the operation of the club
i) to make donations or offer support to other organisations which are charities, community amateur sports clubs or other entities connected to running, athletics, cycling .
j) to do all such other things as shall be thought 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 in this article 3.
This club is committed to ensuring that equity is incorporated across all aspects of its development. In doing so it acknowledges and adopts the following Sport England definition of sports equity:
Sports equity is about fairness in sport, equality of access, recognising inequalities and taking steps to address them. It is about changing the culture and structure of sport to ensure it becomes equally accessible to everyone in society.
a) The club respects the rights, dignity and worth of every person and will treat everyone equally within the context of their sport, regardless of age, ability, gender, race, ethnicity, religious belief, sexuality or social/economic status.
b) The club is committed to everyone having the right to enjoy their sport in an environment free from threat of intimidation, harassment and abuse.
c) All club members have a responsibility to oppose discriminatory behaviour and promote equality of opportunity.
d) The club will deal with any incidence of discriminatory behaviour seriously, according to club disciplinary procedures.
PART 2 - DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
a) The Directors shall have the powers to do all such lawful things as are consistent with the furtherance of the club’s Objects.
b) Subject to these Articles, any Rules made pursuant to them and the Companies Acts, the committee is responsible for the management of the club’s business, for which purpose it may exercise all the powers of the club.
c)
- i) 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.
- ii) The club may pay a salary to a member for the hours directly involved in the provision of services to members or non members, provided the role is advertised to all members via email and the website, and non members via the governing body. All roles must hold qualifications as approved by members by resolution at an AGM. Pay scale must be based on the level of qualification. The hourly rate before statutory benefits cannot exceed 4 times national living wage and all employment costs must not exceed income from that service.
d) Nothing in this article shall prevent the payment in good faith by the club to any director or member of reasonable and proper out-of-pocket expenses incurred in pursuit of the club’s objects.
e) The committee shall have the power to make, vary and revoke rules including, but not limited to, Rules relating to setting out different categories of membership of the club, child protection and welfare provided that nothing in those rules shall prejudice the club’s status as a Community Amateur Sports Club under Schedule 18 Finance Act 2002 and provided that the said Rules shall be consistent with these Articles and the Companies Acts.
Senior members may, by special resolution, direct the directors to take, or refrain from taking, specified action, no such special resolution invalidates anything which the directors have done before the passing of the resolution.
a) Subject to these articles, the directors may delegate any of the powers which are conferred on it under these Articles to an individual senior member or group of senior members, a section subcommittee for instance as it thinks fit via a unanimous vote of the committee. Any delegation must reviewed at least annually.
b) The directors may revoke any delegation in whole or part, or alter its terms and conditions.
DECISION-MAKING BY DIRECTORS
a) Any decision of the committee must be a majority decision, either taken in a meeting of the committee at which a quorum of directors was present or when all directors have expressed a view, this view can be via any means – writing, email, phone etc.
b) If the numbers of votes for and against a proposal are equal, the president or other director chairing the meeting of the committee has a casting vote.
c) Where a member of the committee identifies that a decision by the committee is detrimental to the interests of greater than 20% of members then a majority of 80% of occupied committee posts is required.
a) The committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, provided that at least six such meetings shall be held in each year, this can be via a conference facility and not face to face.
b) The committee shall report on their activities to the members at the annual general meeting.
c) Any director may call a meeting of the committee by giving notice of the meeting to the Directors.
d) Notice of any meeting of the committee must indicate its proposed date and time, where it is to take place and items to be discussed at that meeting.
e) Notice of a meeting of the committee must be given to each director 7 days in advance, but need not be in writing.
f) Subject to these Articles, directors participate in a meeting of the committee, or part of a meeting of the committee, when:
- i) the meeting has been called and takes place in accordance with these Articles, and
- ii) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
g) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
h) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
i) At a meeting of the committee, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
j) The quorum for meetings of the committee may be fixed from time to time by a decision of the directors, but it must never be less than the higher of 3 or 60% of the occupied posts.
k) The president of the club shall be the chair of the committee. The president shall preside as chair at all meetings of the committee at which she or he shall be present.
l) If at any meeting the president is not present the members of the committee present shall choose one of their number to be chair of the meeting.
If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company 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 committee must ensure that the club keeps a record, in either electronic form or in writing, for at least 7 years from the date of the decision recorded, of every decision taken by the committee and by the club at general meeting.
APPOINTMENT OF DIRECTORS
a) At the annual general meeting each year, the directors shall retire and shall be eligible for re-election in accordance with these Articles.
b) 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:
- i) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
- ii) a bankruptcy order is made against that person;
- iii) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
- iv) 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;
- v) 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;
- vi) that person shall without sufficient reason for more than three consecutive committee meetings have been absent without permission of the committee and all other members of the committee resolve that his office be vacated;
- vii) that person is requested to resign by all the other members of the committee acting together;
- viii) that person ceases to be a member; or
- ix) 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.
c) Any director removed from office for whatever reason shall be deemed to have resigned from office and the vacancy may be filled by the committee co-opting a senior member.
d) Directors shall be elected at the Annual General Meeting of the club. Any senior member may nominate a member to be one of the committee members. Any nomination must be seconded by one other senior member in order to be considered for election. Members may be nominated and seconded in this manner either prior to or at the Annual General Meeting. The nominated member must declare to the Annual General Meeting if they are willing to be elected and that they are a fit and proper person in the sense of 2006 Act.
e) The election of directors will be by show of hands or secret ballot, as determined by the chair of the Annual General Meeting. Each senior member present at the Annual General Meeting shall have one vote.
a) The number of directors, all of whom will be members of the committee, shall be not less than 3 and shall be subject to a maximum of 7.
b) The members of the committee shall be the president, the secretary, the treasurer, 4 sub committee appointed roles designated by the Annual General Meeting.
c) All members of the club may attend committee meetings, but only the above shall have voting rights.
d) The committee will have powers to appoint subcommittees as necessary and appoint advisers to the committee as necessary to fulfil its business. Such arrangements should be reviewed annually.
PART 3 - MEMBERS
BECOMING AND CEASING TO BE A MEMBER
a) No person shall become a member of the club unless that person has completed an application for membership in a form approved by the committee and the membership secretary or committee has approved the application.
b) 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 or the welfare of the applicant 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 committee 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.
c) All members of Leamington Cycling and Athletics Club shall be deemed members and afforded the corresponding senior, junior or associate membership subject to payment of the appropriate fees.
d) All members aged 18 or over at any point in the year of membership shall be deemed to be “senior members” and entitled to vote at general meetings regardless of the fees strategy.
e) From time to time, the club may choose to award an existing member life membership. Such members shall be deemed to be “senior members” and entitled to vote at general meetings.
f) Members aged 17 or less for the whole of the membership year shall be deemed “junior members”. Such members together with associate members shall be deemed non-voting members and not be entitled to vote at general meetings.
g) The committee may from time to time fix the levels of annual subscriptions to be paid by the different categories of members provided that the committee shall use its best endeavours to ensure that the fees set by it do not preclude open membership of the club.
h) Subscriptions will apply for each fiscal year commencing April 1st.
i) The members shall pay any annual subscription set by the committee under 14g The committee may consider any member whose subscription fee is more than 1 month in arrears to have resigned their membership of the club.
a) The committee may expel a member and remove them from register of members where a disciplinary hearing has deemed expulsion as an outcome.
b) A member may withdraw from membership of the club by giving seven days’ notice to the club in writing.
c) 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 the Rules.
d) Membership is not transferable
e) 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.
a) All concerns, allegations or reports of poor practice/abuse relating to the welfare of children, young people and vulnerable adults will be recorded and responded to swiftly and appropriately in accordance with the club’s child protection policy and procedures. The club welfare officer is the lead contact for all members in the event of any child protection concerns.
b) All complaints regarding the behaviour of members should be presented and submitted in writing to the secretary.
c) The committee will meet to hear complaints within 45 days of a complaint being lodged. The committee has the power to take appropriate disciplinary action including the termination of membership.
d) The outcome of a disciplinary hearing should be notified in writing to the person who lodged the complaint and the member against whom the complaint was made within 14 days of the hearing.
e) There will be the right of appeal to the committee following disciplinary action being announced. The committee should consider the appeal within 45 days of the secretary receiving the appeal.
ORGANISATION OF GENERAL MEETINGS
a) 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 committee but the date of which shall not be later than 30th November in each calendar year. The meeting shall be called by the notification of all members, which may be by means of electronic communication, at least fourteen clear days before that date.
b) The annual general meeting shall be held for the following purposes:
- i) to elect the directors in accordance with these Articles; and
- ii) to receive from the committee the accounts of the club and of Leamington Cycling and Athletics Club, including an independent assessment of their veracity by a person or persons not serving on the committee;
- iii) to receive from the committee a report of the activities of the club since the previous annual general meeting;
- iv) to transact such other business as may be brought before it.
The president shall chair general meetings if present and willing to do so. Annual General Meetings will be chaired by the departing president. If the president or departing president shall be absent, or if at any meeting they are not present within fifteen minutes after the time appointed for holding the same, the directors present must appoint a director or member to chair the meeting, and the appointment of the chair of the meeting must be the first business of the meeting.
a) All members may attend and speak at general meetings of the Club.
b) All senior members may exercise the right to vote at a general meeting when:
- i) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
- ii) 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.
c) The committee may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
d) The chair of the meeting may permit other persons who are not members of the Club to attend and speak at a general meeting.
a) No business other than the appointment of the chair of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum, if a quorum is not achieved with 30 min of the due start time the chair of the meeting must adjourn it.
b) Eight senior members present in person shall be a quorum.
a) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting or a quorum is not achieved.
b) When adjourning a general meeting, the chairman of the meeting must specify the time and place to which it is adjourned.
c) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it.
d) 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.
a) A resolution shall be put to a vote at a general meeting if it has been submitted in writing to the committee at least 10 days in advance of the meeting or it is demanded by the committee, notice of such resolution has been given at to senior members at least 7 days in advance of the general meeting.
b) A resolution, other than to amend the Articles of Association, to dissolve the club or as required by the Companies Acts, is carried if it is supported by a majority of senior members present. In the event of a tie the chair of the meeting shall have a casting vote.
c) 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 secretary 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 and the proposed amendment does not materially alter the scope of the resolution.
d) The result of a vote shall be deemed to be the resolution of the meeting and the committee is required to act upon that resolution.
e) No amendment may be made to article 3e, article 5c part 1, article 5e or article 23 without a unanimous resolution of all senior members.
a) No resolution to amend the Articles of Association shall be made except at an annual general meeting or at a general meeting called for the purpose and unless supported by at least three-quarters of the senior members present. A quorum at any meeting at which a change of the Articles of Association is proposed shall be eight senior members or half of the total number of senior members of the club if that is the lessor. Any proposed change shall be submitted to all members at least fourteen days before the meeting.
b) No resolution to dissolve the club shall be made except at an annual general meeting or at a general meeting called for the purpose and unless supported by at least three-quarters of the senior members present. A quorum at any meeting at which the dissolution of the club is proposed shall be ten senior members or half of the total number of senior members of the club if that is the lessor. Such a proposal shall be submitted to all members at least fourteen days before the meeting.
c) Upon dissolution of the club any remaining assets shall be given or transferred to another registered CASC, a registered charity or the sport’s governing body for use by them in related community sports.
a) 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.
b) Any such objection must be referred to the chair of the meeting whose decision is final.
a) Subject to these articles, anything sent or supplied by or to the club under these articles may be sent or supplied by post or electronic means and in accordance with Schedules 4 and 5 of the 2006 Act.
b) Subject to these articles, any notice or document to be sent or supplied to a member of the committee in connection with the taking of decisions by the committee 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.
c) 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.
Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a member.
DIRECTORS’ INDEMNITY AND INSURANCE
a) Subject to article 25b, a director or former director of the club, a member of the un-incorporated association known as Leamington Cycling and Athletics Club, 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 and any other liability incurred by that director as an officer of the club.
b) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
The committee 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. A “relevant director” means any director or former director of the club. 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.