The Companies Act 1985
COMPANY LIMITED BY GUARANTEE MEMORANDUM AND ARTICLES OF ASSOCIATION
(Adopted by Special Resolution passed 4th July 1989 and amended by Special Resolutions passed 26th June 2007 and 24th June 2008 and 30th June 2009 and 28th June 2011 and 20th May 2013 and 21st June 2016 and 24th February 2017 and 25th June 2019)
THE STRANGERS’ CLUB, LIMITED
Incorporated the 12th day of March 1927
Certificate of Incorporation
I hereby certify “THE STRANGERS’ CLUB, LIMITED,” is this day Incorporated under the Companied Acts, 1908 to 1917, and that the Company is LIMITED.
Under my hand at London this twelfth day of March, One Thousand Nine Hundred and Twenty-seven.
Registrar of Joint Stock Companies
Fees and Deed Stamps: £7.50
Stamp Duty on Capital: £Nil
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
- of -
THE STRANGERS’ CLUB, LIMITED
Passed 4th July 1989
At an annual general meeting of the members of the above-named company duly convened and held at Elm Hill, Norwich, NR3 1HN on 4th July 1989 the following Resolution was duly passed as a special Resolution
That the regulations contained in the printed document laid before the meeting and signed for identification by the president thereof be approved and adopted as the Articles of Association of the Company in place of and to the exclusion of all existing Articles of Association of the Company.
Chairman of the meeting
THE COMPANIES ACTS 1908-1917 COMPANY LIMITED BY GUARANTEE
Memorandum of Association
STRANGERS’ CLUB, LIMITED
- The name of the Company is “THE STRANGERS’ CLUB, LIMITED”
- The Registered Office of the Company will be situated in England
- The objects for which the Company is established are:-
(a) To promote social intercourse amongst gentlemen who were born outside the County of Norfolk, the City of Norwich, and the County of the same City, but who shall, at the time of becoming members, be residing or have their place of profession or business in the City of Norwich, and such other persons as it may be desired to admit, and with a view thereto to establish, maintain, and conduct a Club of non-political and non- sectarian character for the accommodation of the members of the Club and their friends, and to provide a Club House and other conveniences and generally to afford the members and their friends all usual privileges, refreshment, advantages, convenience, and accommodation of a Club.
(b) To purchase take and hire or in exchange hire or otherwise acquire any real or personal property and in particular any lands buildings furniture books papers stationery cards and games which may be requisite for the purposes of or conveniently use in connection with any object of the Club.
(c) To construct maintain improve or alter any houses buildings or works necessary or convenient for any of the purposes of the Club.
(d) To sell manage demise mortgage give in exchange or otherwise dispose of or deal with all or any part of the property of the Club.
(e) To buy prepare make supply sell and deal in or arrange for the supply of all kinds of provisions and refreshment required or used by the Members of the Club or other persons frequenting the Club House or premises of the Club.
(f) To hire and employ clerks managers servants and workmen and to pay to them and to other persons in return for services rendered to the Club, salaries, wages gratuities, and pensions.
(g) To promote and hold either alone or jointly with any other association club or persons, meetings, competitions, and matches and to either give or contribute towards prizes
medals and awards and to promote give or support dinners, concerts and other entertainments.
(h) To effect insurances against loss to the Club, or to the persons employed by it, and to pay premiums, to support or subscribe to any charitable or public object, or any institution, society or club, which may be for the benefit of the Club or its employees, or may be connected with any town or place wherein the Club premises may be situate. To give pensions, gratuities, and charitable relief to any person or persons that may have served or been members of the Club, or to the wives, children, or other relatives of such persons; to make payments towards insurance, and to form and contribute towards provident and benefit funds for the benefit of any such persons as aforesaid.
(i) To establish, promote, or assist in establishing or promoting and to subscribe to or affiliate with or become a member of any other association or Club whose objects are similar or in part similar to the objects of this Club or the establishment or promotion of which may be beneficial to this Club PROVIDED that no subscription be paid to such other association or club out of the funds of this Club, except being paid in furtherance of the objects of this Club.
(j) To invest and deal with the moneys of the Club not immediately required upon such securities and in such manner as may from time to time be determined.
(k) To borrow or raise or give security for money by the issue of or upon bonds debentures debenture stock bills of exchange promissory notes or other obligations or securities of the Club or by Mortgage or Charge upon all or any part of the property of the Club.
(l) To do all such other lawful things as are incidental or conductive to the attaining of the above objects or any of them.
- The liability of the Members is limited.
- Every Member of the Club undertakes to contribute to the assets of the Club in the event of its being wound up while he is a Member or within one year afterwards for payment of the debts and liabilities of the Club contracted before he ceases to be a Member and the costs, charges, and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding £10.
- The income and property of the Club shall be applied towards the promotion of the objects of the Club as set forth in this Memorandum of Association and no Member of the Club in his character as such Member shall be entitled to receive directly or indirectly any dividend, bonus, or other profit out of the said income or property, but nothing herein shall prevent payments in good faith to persons in other capacities (such as servants, lenders, landlords. vendors, or in any capacity other than membership) notwithstanding their membership of the Club or the application of the property of the Club upon its winding up in accordance with its Articles of Association for the time being.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this Memorandum of Association.
NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS
JOHN OWEN BOND,
26 TOMBLAND, NORWICH, Architect.
GORDON FREDERICK WILLIAM BRETT,
560 UNTHANK ROAD, NORWICH, Newspaper Manager.
“ROSELANDS”, ALBEMARLE ROAD, NORWICH, Leather Merchant.
10 EATON ROAD, NORWICH, Curator.
JAMES ALOYSUIS LEONARD,
74 UPPER CLOSE, NORWICH, Solicitor.
JAMES HANDEL MILLS,
42 MOUNT PLEASANT, NORWICH, Journalist
EDMUND JAMES SMITH,
“OAKHURST” CHRISTCHURCH ROAD, NORWICH, General Manager of Public Company
DATED the Seventh day of March, 1927 WITNESS to the above signatures:-
Clerk to Mills & Reeve Solicitors
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL NEW
ARTICLES OF ASSOCIATION
THE STRANGERS’ CLUB, LIMITED
(Adopted by Special Resolution passed on the 4th July 1989 and amended by Special Resolutions passed on the 26th June 2007 24th June 2008 and 30th June 2009 and 28th June 2011 and 20 th May 2013, 21st June 2016 and 24th February 2017)
In these Articles:
“the Act” means the Companies Act 1985 including any Statutory modification or re- enhancement thereof for the time being in force.
“the Club” means the above-named Company.
“the Committee” means the Committee for the time being of the Club.
“Norwich” means the City of Norwich
“the Office” means the registered office of the Club.
“the Seal” means the common seal of the Club.
“the Secretary” means the Honorary Secretary or Joint Honorary Secretaries for the time being of the Club and not any person appointed a Secretary pursuant to Article 50.
“he” equally means he or she.
“his” equally means his or her.
“him” equally means him or her.
“himself” equally means himself or herself.
“male” equally means transgender or female. For the avoidance of doubt, at the time a member is elected to the Club, he should be deemed to be a male person, either born with that gender or have changed from the sex assigned at birth.
“Bye-Laws” equally means By-Laws
15Special Resolution passed at AGM on 25th June 2019
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. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Club.
NUMBER & CLASSIFICATION OF MEMBERS
The classification and number of members is at the discretion of the Club Committee. The body of these Articles refers to Ordinary, Country and Away members, with associated numbers. These classifications, nomenclatures and numbers may be changed by Committee By-Law to ensure continuing successful management of the Club’s membership levels and revenue. Any changes will continue to recognize the requirement that the number of Ordinary Members born in Norwich (and Norfolk) shall not exceed 49 per cent of the total membership of the Club at any time.
These changes do not affect the voting rights of subscribing members nor the calculation of the Strangers’ Club total membership as specified in the body of the Articles.
15Special Resolution passed at AGM on 25th June 2019
- The Club is established for the objects expressed in the Memorandum of Association.
The number of Ordinary Members, as hereinafter defined, shall not exceed 250 at any time and the number of Country Members shall not exceed 20 at any time. Every new Member of the Club shall either sign a written consent to become a Member or sign the Register of Members on becoming a Member. 1
1 Special Resolution passed at AGM on 24th June 2008
- The existing Members of the Club and such other persons as the Committee shall admit to Membership in accordance with the provisions hereinafter contained shall be Members of the Club.
- Every male person of not less than 21 years of age shall subject as hereinafter provided, be qualified to be elected a Member of the Club.
- The Members of the Club shall consist of the following classes: -
a) “Ordinary” Members being all Members who do not belong to any other class, and being either existing Members or who at the date of their application for membership shall be residing or have their place of profession or business in Norwich.
b) “Country” Members being persons having a similar qualification to that of an Ordinary Member, save that at the date of their application for membership or, upon becoming a Member, at any time thereafter, their residence or place of profession or business shall be outside a radius of 25 miles but not exceeding 50 miles from the Club’s premises on Elm Hill, Norwich.2
2 Special Resolution passed at AGM on 30th June 2009
c) “Away” Members being persons who at the date of their application for such membership are either Ordinary or Country Members and whose residence or place of profession, or business shall be outside a radius of 50 miles from the Club’s premises on Elm Hill,
3 Special Resolution passed at AGM on 30th June 2009
d) “Honorary” Members may be appointed by the Committee from time to time.
- The number of Ordinary Members born in Norwich shall not exceed 49 per cent of the total membership of the Club at any time.
- As to the election of Ordinary, Country and Away Members of the Club:
a) Every candidate for membership shall be proposed by one, and seconded by another Member of the Club, to the former of whom he shall be personally known.
b) In the event of the decease of either the proposer or seconder before the day of election, another proposer or seconder (as the case may be) shall be substituted.
c) Every application for membership shall be made in writing, signed by the candidate and his proposer and seconder on a form to be provided by the Committee. Such application shall be in such form, and contain such particulars, and be sent in such manner, as the Committee shall from time to time determine and unless and until otherwise determined such application shall be addressed to the Secretary.
d) The list of candidates and particulars relating to them, as contained in the proposal form and the Book of Candidates shall be posted on the Club Notice Board at least 14 days before election.
e) The election of Members is vested solely in the Committee.
- (a) If after the date of the passing of the Special Resolution adopting these Articles an existing Member of a Class shall no longer continue to qualify for that class then he may within one month of the occurrence of the event giving rise to non-qualification give notice in such writing of such occurrence to the Committee.
(b) Upon the service of a notice under paragraph (a) above, the Member shall forthwith cease to be a Member of the Club provided that subject to the provisions of Article 3 above he shall be entitled to apply for Ordinary, Country or Away membership (as the case may be) and the provisions of paragraphs (a) to (d) inclusive of Article 8 shall not apply to such an application.
- The entrance fees and annual subscriptions shall be such sum as the Committee shall from time to time determine.
- Each annual subscription shall be due and payable in advance on the 1st April in each year. 4
4 Special Resolution passed at AGM on 26th June 2007
- When a person has been duly elected an Ordinary, Country or Away Member the Secretary shall forthwith notify the same to him in writing and shall request him to pay his entrance fee and subscription for the current year. If he so requests and on payment of a reasonable fee the Secretary shall furnish him with a printed copy of the Memorandum and Articles of Association of the Club and of the Bye-Laws. A copy of the Memorandum and Articles of Association, and of the current Bye-Laws shall be available upon request to the Secretary. 5
5 Special Resolution passed at AGM on 26th June 2007
- An elected candidate who is liable to pay entrance fee and/or subscription shall not become a Member until payment thereof. If the same be not paid within one month after the date of his election or if he then be outside the United Kingdom within one month after his return or within 3 months after his election (whichever, shall be the .earlier) the Secretary shall report the non—payment to the Committee and unless the candidate shall forthwith justify the delay to the satisfaction of the Committee his election may be cancelled.
- If any Member shall fail to pay his subscription payable by him within one month after the same becomes due, notice of such non—payment shall be given to him by the Secretary, and if the same is not paid within two months thereafter the defaulter shall cease to be a Member of the Club unless he shall forthwith justify the delay to the satisfaction of the Committee. Anyone thus ceasing to be a Member shall be restored to membership upon the passing of a resolution to that effect by three fourths of the Members of the Committee present at any Committee meeting at which not less than 8 are assembled
- If in any of the particulars contained in any application for membership, any misrepresentation shall be made which, in the opinion of the Committee is material or wilful, the Committee shall if the candidate has been elected expel him from membership and in any case such candidate (whether he has been elected or not) shall forever be ineligible and in-admissible as a visitor.
- As to expulsion and suspension: -
(a) If the conduct of any Member (whether within or out of the Club premises) shall in the opinion of the Committee be contrary to the character and interest of the Club the Committee shall be empowered either: -
(i) To suspend the Member guilty of such conduct from all rights and privileges of membership (including access to the Club premises) for a period not exceeding six months, disabling his membership card in the process, or
(ii) To call on such Member by notice to resign (disabling his membership card in the process) and if the Member so requested shall not resign within 14 days after such notice the Committee shall then expel such Member from the Club.
(b) In the event of a Member being expelled the Committee may cause a notice stating the fact to be shared with the Club membership.
(c) Any Member expelled under this Article shall have no part of his subscription or entrance fee returned and shall be forever after ineligible for membership.
(d) Non-receipt of a notice shall not be accepted as any excuse.
(e) A Member is not permitted to use the Club as a business or professional address; nor in connection with any professional or business advertisement; nor allow his name to appear as Plaintiff or Defendant in any action described as of the Club address; nor allow himself to be described as of the Club address in any legal document; nor allow himself to be described as of the Club address in communication to the Press without the consent of the Committee. Upon the violation of this Article the Committee shall be empowered to suspend the Member offending from all the rights of privileges of Membership, including access to the Club premises for a period not exceeding three months, disabling his membership card in the process, or to expel him from Membership or to call upon him to resign and may notify the members of such suspension or expulsion.
- A Member shall cease to be a Member of the Club:
a) On his retirement to be signified in writing to the Secretary.
b) On his death.
c) On his bankruptcy unless it is established to the satisfaction of the Committee that the bankruptcy was caused by misfortune and not by any misconduct on his part.
d) On his being expelled under the Articles 15 or 16.
e) On his ceasing to be a Member under Article 14 owing to default in payment of monies due.
f) In the case of an Honorary Member on the expiration of his period of membership.
- Any Member who for any reason whatsoever ceases to be a Member of the Club after monies have become due from him to the Club (whether for subscriptions or otherwise) shall nevertheless remain liable to pay the same to the Club.
- An Away Member shall have such restrictions on the privileges of membership and shall pay such subscription as the Committee shall from time to time determine.
- The Committee may elect any gentleman as an Honorary Member for such period as they may think fit, provided always that the number of Honorary Members shall not at any one time exceed 7. An Honorary Member shall pay no entrance fee or subscription and shall not be entitled to receive notices of or vote at any General Meeting of the Club or to be elected a Member of the Committee or other officer of the Club.
- The Committee may from time to time at their discretion raise or borrow or secure the payment of any sum or sums of money for the purposes of the Club in such manner and upon such terms and conditions in all respects as they think fit and in particular by the issue of debentures or debenture stock of the Club charged upon all or any part of the property of the Club both present and future.
- The Club shall in 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 fifteen months shall elapse between the date of one Annual General Meeting of the Club and that of the next. The Annual General Meeting shall be held at such time and place as the Committee shall appoint. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
- The Committee may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition, or, in default, may be convened by such requisitionists as provided by Section 368 of the Act. If at any time there are not within the United Kingdom sufficient Members of the Committee capable of acting to form a quorum, any Member of the Committee or any two Members of the Club may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Committee.
NOTICE OF GENERAL MEETINGS
- An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days’ notice in writing at least, and a meeting of the Club other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, 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 hereinafter mentioned or in such other manner, if any, as may be prescribed by the Club in general meeting, to such persons as are, under the Articles of the Club, entitled to receive such notices from the Club: Provided that a meeting of the Club 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:
a) in the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and
b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all the members.
- The 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 thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.
PRESIDENT AND DEPUTY PRESIDENT
- At its Annual General Meeting in each year a President and Deputy President shall be elected, and each shall be eligible for election or re-election in either capacity.
PROCEEDINGS AT GENERAL MEETINGS
- All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Committee, the election of President, Deputy President and Officers, the election of Members of the Committee in the place of those retiring. 12
12Special Resolution passed at EGM on 24th February 2017
- No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided 15 Members personally present shall be a quorum.
- If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Committee may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed-for holding the meeting the Members present shall be a quorum.
- The President (if any) of the Club shall preside as Chairman at every General Meeting, or in his absence the Deputy President (if any) but if there be no such President or Deputy President, or if at any meeting neither of them shall be present within fifteen minutes after the time appointed for holding the same, or neither shall be willing to preside, the Members present shall choose some Member of the Committee, or if no such Member be present, or if all the Members of the Committee present decline to take the chair, they shall choose some Member of the Club who shall be present to preside.
- 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 business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for 30 days or more, notice of the adjourned meeting
shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
- 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 upon the declaration of the result of the show of hands, demanded by the Chairman or by at least five Members present in person, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.
- Subject to the provisions of Article 34, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
- No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.
- In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.
- The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
- Subject to the provisions of the Act a resolution in writing signed, by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Club duly convened and held.
VOTES OF MEMBERS
- Subject as hereinafter provided, every Member shall have one vote.
- Save as herein expressly provided, no Member other than a Member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Club in respect of his membership, shall be entitled to vote on any question at any General Meeting.
- Votes must be given on a poll personally.
THE COMMITTEE AND OFFICERS
- Until otherwise determined by a General Meeting the number of the Members of the Committee shall not be less than four exclusive of the President, Deputy President, the Honorary Secretary and Honorary Treasurer, who shall be ex official Members. The Committee shall be the Directors of the Club. 6
6 Special Resolution passed at AGM on 21st June 2016
- At the date of adoption of this Article the then existing Members of the Committee shall remain in office.
- The Committee may from time to time and at any time appoint any Member of the Club as a Member of the Committee, either to fill a casual vacancy or by way of addition to the Committee. Any Member so appointed shall retain his office only until the next Annual General Meeting and he shall then be eligible for re-election but shall not be taken into account in determining the Members of the Committee who are to retire by rotation at such meeting. 7
- No person who is not a Member of the Club shall in any circumstances be eligible to hold office as a Member of the Committee.
POWERS OF THE COMMITTEE
- The business of the Club shall be managed by the Committee who may pay all such expenses of and incidental to, the adoption of these Articles as they think fit, and may exercise all such powers of the Club, and do on behalf of the Club all such acts as may be exercised and done by the Club, and as are not by statute or by these presents required to be exercised or done by the Club in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force and affecting the Club, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Club in General Meeting, but no regulation made by the Club in General Meeting shall invalidate any prior act of the Committee which would have been valid if such regulation had not been made.
- All cheques, promissory notes, drafts, bill of exchange and other negotiable instruments, and all receipts for moneys paid to the Club, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Committee shall from time to time by resolution determine.
- The Members for the time being of the Committee may act notwithstanding any vacancy in their body; provided always that in case the Members of the Committee at anytime be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful for them to act as the Committee for the purpose of admitting persons to membership of the Club, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.
- No Member of the Committee or Other officer of the Club shall receive a salary for his services, but the Committee shall be at liberty to vote such sum or sums as they shall determine from time to time as an honorarium to any Member who has rendered exceptional service to the Club. Provided always that the Committee may employ any person (whether a Member or not) to act as a Secretary, a Treasurer, or any other office or position, at such remuneration as they may from time to time determine.
7 Special Resolution passed at AGM on 21st June 2016
- As to Bye-Laws:-
a) The Committee shall have power from time to time to make, alter, and repeal all such Bye-Laws as they may deem necessary or convenient for the proper conduct and management of the Club, and in particular but not exclusively they may by such Bye Laws regulate ( i ) the times of opening and closing any Club house of the Club or any part thereof ( ii ) the admission and classification of Members of the Club, and the rights and privileges of such Members, and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members and the use by or supply to any Members of any of the property of the Club (iii) the admission of Visitors to the premises and benefits of the Club (iv) the rules to be observed by Members or Visitors on the Club premises (v) the prohibition of particular games on the Club premises (vi) the conduct of Members of the Club in relation to one another and to the Club servants (vii) the setting aside of any part or parts of the Club premises for particular purposes (viii) the imposition of fines for the breach of any Bye-Laws or any Article of Association of the Club and (ix) generally all such matters as are commonly the subject matter of Club rules.
b) Provided that no Bye-Laws shall be inconsistent with or shall effect or repeal anything contained in the Memorandum or Articles of Association and that any Bye-Law may at any time be set aside by an extraordinary resolution of a General Meeting of the Club.
c) All such Bye-Laws as aforesaid so long as they shall be in force shall be binding upon all Members of the Club and the Committee shall adopt such means as they deem sufficient to bring to the notice of the Members of the Club all such Bye-Laws and all amendments and repeals thereof.
d) The Secretary shall keep a book containing the Bye-Laws for the time being in force signed by him, and shall verify by his signature any alteration from time to time made therein, and record the date of the Meeting at which the alteration was made and such book shall be prima facie evidence of the Bye-Laws.
- The Secretary may be removed by the Committee. The provisions of sections 283 and 284 of the Act shall apply and be observed. The Committee may from time to time by resolution appoint a joint assistant or deputy secretary, and any person so appointed may act in place of the Secretary until the next Annual General Meeting.
- The seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Committee and in the presence of at least one Member of the Committee and of the Secretary, and the said Member and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Club such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.
DISQUALIFICATION OF MEMBERS OF THE COMMITTEE AND OFFICERS
- The office of member of the Committee shall be vacated if the Member:-
a) becomes bankrupt or makes any arrangement or composition with his creditors generally; or
b) becomes prohibited from being a Member of the Committee by reason of any order made under Sections 295 to 300 (inclusive) of the Act; or
c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his property and affairs; or
d) resigns his office by notice in writing to the Club.
- No Member of the Committee shall be disqualified by his office from contracting with the Club either as Vendor, Purchaser or otherwise, nor shall any such contract or any contract or arrangement entered into by or on behalf of the Club in which any Member of the Committee shall be in any way interested be avoided, nor shall any such Member so contracting or being so interested be liable to account to the Club for any profit realised by any such contract or arrangement by reason of such Member holding office or of the fiduciary relation thereby established, but it is declared that the nature of his interest must be disclosed by him at the Meeting of the Committee at which the contract or arrangement is determined on if his interest then exists or in any other case at the first Committee Meeting after the acquisition of his interest, and that no Member of the Committee shall as such Member vote in respect of any contract or arrangement in which he is so interested as aforesaid, and if he do so vote his vote shall not be counted.
ROTATION OF MEMBERS OF THE COMMITTEE
- At the next Annual General Meeting after the adoption of these Articles and at the Annual General Meeting to be held in every subsequent year, and Members of the Committee (excluding the Officers) shall serve for a term of three years. 8
8Special Resolution passed at AGM on 26th June 2007
- A retiring Member of the Committee shall be eligible for re-election. 9
9 Special Resolution passed at AGM on 26th June 2007
- The Club may at the Meeting at which a Member of the Committee retires in manner aforesaid, fill up the vacated office by electing a person thereto, and in default the retiring Member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such Meeting it is expressly resolved not to fill such vacated office, or unless a resolution for the re-election of such Member shall have been put to the meeting and lost.
- No person not being a Member of the Committee retiring at the Meeting shall, unless recommended by the Committee for election, be eligible for election to membership of the Committee at any General Meeting, unless within the prescribed time before the day appointed for the Meeting there shall have been given to the Secretary notice in writing, by some Member duly qualified to be present and vote at the Meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time above mentioned shall be such that, between the date when the notice is served, or deemed to be served, and the day appointed for the Meeting there shall be not less than four nor more than twenty-eight intervening days.
58 (a) The Club may by Ordinary Resolution, of which special notice has been given in accordance with Section 379 of the Act, remove any Member of the Committee before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Club and such Member of the Committee.
(b) The Club may by Ordinary Resolution appoint another qualified person in place of a Member of the Committee removed from office under the preceding paragraph. The Member appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a Member of the Committee on the day on which the Member of the Committee in whose place he is appointed was last elected a Member of the Committee.
PROCEEDINGS OF THE COMMITTEE
- The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, four shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote. 10
10 Special Resolution passed at EGM on 20th May 2013
- A Member of the Committee may, and on the request of a Member of the Committee the Secretary shall, at any time, summon a Meeting of the Committee by notice served upon the several Members of the Committee. A Member of the Committee who is absent from the United Kingdom shall not be entitled to notice of a Meeting.
- The President shall be entitled to preside at all Meetings of the Committee at which he shall be present, but if at any Meeting the President be not present within five minutes after the time appointed for holding the Meeting and willing to preside, the Members of the Committee present shall choose one of their number to be Chairman of the Meeting.
- A Meeting of the Committee at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Articles of Association for the time being vested in the Committee.
- The Committee may delegate any of their powers to Sub-Committees consisting of not less than three members of the Committee, and any Sub-Committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed on it by the Committee. The Meetings and proceedings of any such Sub-Committee shall be governed by the provisions of these Articles of Association for regulating the Meetings and proceedings of the Committee so far as applicable and so far as the same shall not be superseded by any regulations made by the Committee. A quorum for a Sub-Committee shall be three.
- All acts bona fide done by any Meeting of the Committee or of any Sub-Committee or by any person acting as a Member of the Committee, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such Member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Committee.
- The Committee shall cause proper minutes to be made of all appointments of officers made by the Committee and of the proceedings of all meetings of the Club and of the Committee and of Sub-Committees of the Committee, and all business transacted at such Meetings, and any such minutes of any Meeting, 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.
- A Resolution in writing signed by all the Members for the time being of the Committee or of any Sub-Committee of the Committee who are entitled to receive notice of a Meeting of the Committee or of such Sub-Committee shall be as valid and effectual as if it had been passed at a Meeting of the Committee or of such Sub-Committee duly convened and constituted.
- The Committee shall cause accounting records to be kept in accordance with the provisions of the Act.
- The accounting records shall be kept at the Office of the Club or, subject to the provisions of the Act, at such other place or places as the Committee thinks fit, and shall always be open to the inspection of the Members of the Committee.
- The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Club or any of them shall be open to the inspection of Members not being Members of the Committee, and no Member (not being a Member of the Committee) shall have any right of inspection of any account or book or document the Club except as conferred by statute or authorized by the Committee or by the Club in General Meeting.
70 (a) The Committee shall from time to time in accordance with the provisions of the Act, caused to be prepared and to be laid before the Club in General Meeting such profit and loss accounts, balance sheets and reports as are referred to in those provisions.
(b) A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Club in General Meeting, together with the Committee’s report, shall not less than twenty-one days before the date of the meeting be sent to every Member of, and every holder of debentures of, the Club. Provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Club is not aware or to more than one of the joint holders of any debentures. 14
14Special Resolution passed at EGM on 24th February 2017
- Audit Exemption Statement
a) The balance sheet must contain wording to the effect of the following statement above the director's printed name and signature:“For the year ending ………………(dd/mm/yyyy) the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies. (Wording amended as necessary to reflect the Act in force at the date the accounting records are prepared).
b) The Committee may also appoint a member (or members) of the Club or other persons to review the financial statements and report upon their consistency with the accounting records. 15
15Special Resolution passed at EGM on 24th February 2017
- A Notice may be given by the Club to any Member either personally, by electronic means to an address supplied by him or by sending it by post to him or to 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 Club for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post. Where a notice is sent by electronic means service of the notice shall be deemed to be effected on transmission of the electronic communication11
11 Special Resolution passed at AGM on 28th June 2011
- Notice of every General Meeting shall be given in any manner hereinbefore authorised to:-
a) every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Club an address within the United Kingdom for the giving of notices to them;
b) each Member of the Committee.
No other person shall be entitled to receive notices of General Meetings.
PROFITS AND DISSOLUTION
- Clauses 5 and 6 of the Memorandum of Association relating to the winding up and dissolution of the Club shall have effect as if the provisions thereof were repeated in these Articles.
- If upon winding up or dissolution of the Club there remains after 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 as the Club in General Meeting may determine.
- In the execution of his duties and the exercise of his rights in relation to the affairs of the Club (and without prejudice to any indemnity to which he may otherwise be entitled) every Member of the Committee or other Officer of the Club shall, be entitled to be indemnified out of the assets of the Club against any costs, losses, claims, actions or other liabilities suffered or incurred by him and arising by reason of any improper investment made by or for the Club in good faith (so long as he shall have sought professional advice before making or procuring the making of such investment) or by reason of any negligence or fraud of any agent engaged or employed by him in good faith (provided reasonable supervision shall have been exercised) notwithstanding the fact that the engagement or employment of such agent was strictly not necessary or by reason of any mistake or omission made in good faith by him or by reason of any other matter or thing other than deliberate fraud, wrongdoing or wrongful omission on the part of the Member of the Committee or other Officer of the Club who is sought to be made liable.