The Companies Act 1985 and 1989
MEMORANDUM AND ARTICLES OF ASSOCIATION OF MIDLAND SAILING CLUB
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
The Companies Act 1985 and 1989
Terms used in the Memorandum, of Association and Articles of Association of Midland Sailing Club
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
In these presents the words standing in the first column of the Table next hereafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context
The Act The Companies Act 1985 and every statutory modification and re-enactment thereof for the time being in force.
The Articles These Articles of Association, and the regulations of the Club from time to time in force.
The Club The above-named Company.
The Committee of Management The Board of Directors for the time being of the Club.
The Office The registered office of the Club.
The United Kingdom Great Britain and Northern Ireland.
Month Calendar month.
Clear days In relation to a period of notice means that period excluding the day when the notice is given or deemed to have been given and the day for which it is given or on which it is to take effect.
In writing Written, printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible form.
Honorary Secretary The general secretary of the Club for all matters excepting those which are properly the responsibility of the Company Secretary.
Company Secretary The Company Secretary for the time being of the Club.
Members Those persons who have been admitted to any category of membership of the Club.
Full members Those Members who are entitled to vote at General Meetings of the Club.
Associate members Those Members who are not entitled to vote at General Meetings of the Club.
Annual General Meeting The annual general meeting of Full Members of the Club at which audited accounts of the Club will be presented and other business may be transacted.
Extraordinary General Meeting A general meeting of Full Members of the Club called by the Committee of Management themselves or at the request of at least 10 % of the Full Members of the Club.
Words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender; and
Words importing persons shall include corporations.
Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.
The Companies Act 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
Memorandum of Association of Midland Sailing Club
- The name of the Company (hereinafter called “the Club”) is “Midland Sailing Club”.
- The registered office of the Club is to be situated in England and Wales.
- The objects for which the Club is established are to promote and facilitate the sport of sailing and to provide social and other facilities for members as may be from time to time determined.
And the Club shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:
(A) To purchase, take on lease or licence or in exchange, and otherwise hold freehold and leasehold property and rights or privilege relating to such property and to construct, alter or demolish buildings and erections on such property and to maintain and manage such property with full power to lease, sub-lease or licence occupation of all or any part of such property for such consideration (if any) as shall be deemed to be necessary.
(B) To purchase, take on lease or licence or ill exchange, hire, subscribe for and by other lawful means acquire such other assets as shall be necessary for the continuance of the Club,
(C) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Club.
(D) To undertake and execute any charitable trusts which may lawfully be undertaken by the Club.
(E) To borrow or raise money on such terms and on such security as may be thought fit.
(F) To invest the moneys of the Club not Immediately required for its purposes ill or upon such investments, security or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
(G) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.
(H) To pay all monies necessary to effect insurance of the Club’s assets and indemnify members.
(I) To amend or modify the Memorandum and Articles of Association.
(J) To dissolve the Club, provided that any residual assets shall be transferred to some other institution having similar objects to the Club according to the Articles of Association.
(K) To do all such other lawful things as are incidental to the attainment or furtherance of the said objects or any of them.
(L) To employ such staff, who shall not be directors of the Club, as are necessary for the proper pursuit of the Objects of the Club and to make all reasonable and necessary provision for the payment of wages and other related expenses.
(M) To open and operate banking accounts and other facilities for banking.
(i) In each case the Club shall take or hold any property which may be subject to any trusts, the Club shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
(ii) The Club’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
(iii) In the case the Club shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Club shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Committee of Management of the Club shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would as such Committee of Management have been if no incorporation had been effected, and the incorporation of the Club shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Committee of Management, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Club were not incorporated.
(iv) The income and property of the Club shall be applied solely towards the promotion of its objects as set forth on this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Club and no member of its Committee of Management shall be appointed to any office of the Club paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Club.
Provided that nothing herein shall prevent any payment in good faith by the Club-
(A) of reasonable and proper remuneration to any member, officer or servant of the Club (not being a member of its Committee of Management) for any services rendered to the Club;
(B) of a commercial rate of interest to be agreed by the Committee of Management on money lent or reasonable and proper rent for premises demised or let by any member of the Club or of its Committee of Management;
(C) to any member of its Committee of Management of out-of pocket expenses;
(D) to a company or partnership of which a member of the Club or of its Committee of Management may be a member or partner.
(v) No addition, alteration, or amendment shall be made to or in the provisions of the Memorandum and Articles of Association for the time being in force, which would have the effect that the Club shall cease to be a company to which section 30 of the Companies Act 1985 applies.
(vi) The liability of the members is limited.
(vii) Every full member of the Club agrees to contribute such amount as may be required (not exceeding £1) to the assets of the Club if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Club’s debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.
NAMES AND ADDRESSES OF SUBSCRIBERS
Mrs June Anslow, 67 Oaklands, Curdworth, Sutton Coldfield.
Mr Michael John Anslow, 67 Oaklands, Curdworth, Sutton Coldfield.
Mr Michael Burke, 17 Dippons Mill Close, Tettenhall, Wolverhampton.
Mr David Barrington Homer, 200 Highbridge Road, Sutton Coldfield.
Mr John Russell Manaley, 17 Tenbury Road, Kings Heath, Birmingham.
Dated 4th September 1996
Witness to the above Signatures-
Mr A R Birch
The Companies Act 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING SHARE CAPITAL
Articles of Association of Midland Sailing Club
- The Club is established for the purposes expressed in the Memorandum of Association.
- The subscribers to the Memorandum of Association and such other persons as the Committee of Management shall admit as Full Members in accordance with the Articles shall be full voting members of the Club. The Committee of Management may establish further categories of non-voting Associate Members who shall enjoy such rights and benefits of membership as the Committee of Management shall determine. No person shall be admitted to membership in any category unless approved by the Committee of Management. Every person who wishes to become a Member shall deliver to the Club an application for membership in such form as the Committee of Management require executed by them. The Committee of Management shall have an absolute discretion in determining whether to accept or reject any application for membership and shall not be bound to assign any reason for their decision but nothing in these Articles shall entitle the Committee of Management to discriminate in any way between applicants for membership by reason of race, colour, sex, or creed.
- A Full Member or Associate Member may at any time withdraw from the Club by giving at least seven clear days’ notice to the Club. Membership shall not be transferable and shall cease on death.
- The Members of the Club shall be required to pay an annual membership subscription and such other fees and charges as determined by the Full Members of the Club at their Annual General Meeting.
- The Committee of Management may require a person who wishes to become a Member to pay a joining fee at a level determined by the Full Members at their Annual General Meeting in addition to the annual membership subscription.
- The Committee of Management may terminate, without notice being given, the membership of any Member whose annual membership subscription or other fees and charges are more than three months in arrears. The Committee of Management may reinstate such Members upon payment of arrears.
- The Committee of Management may terminate the membership of any Member whose conduct, in the opinion of the Committee of Management is injurious to the interests of the Club, provided that the Committee of Management shall have afforded the Member concerned the opportunity to appear, accompanied by a friend if he so wishes, before a specially convened sub-committee of the Committee of Management to provide an explanation of his actions.
- 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 of Management, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Club holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.
- All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
- The Committee of Management may whenever it thinks fit convene an Extraordinary General Meeting. In addition the Committee of Management shall convene an Extraordinary General Meeting at the request, in writing, of not less than 10% of the Full Members of the Club, as provided by Section 368 of the Act
- Twenty-one clear days’ notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution or an Elective Resolution, and fourteen clear days’ notice in writing at the least of every other General Meeting, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles or under the Act entitled to receive such notices from the Club; but with the consent of all the Full Members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those Full Members may think fit.
- The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
- All business that is transacted at an Annual General Meeting shall be deemed ordinary unless required by the Act to be treated as special.
- 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 10% of Full Members personally present shall be a quorum.
- If within one 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 the Full 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 of Management may determine.
- The Commodore shall preside as Chairman at every General Meeting. If there be no Commodore, or if at any meeting he is not present within fifteen minutes of the time appointed for holding the same, or is unwilling to preside, the Vice Commodore, or in his absence or unwillingness to preside, the Rear Commodore shall preside. If none of these is present or willing to preside, the Full Members present shall choose a member of the Committee of Management, or if no such member is present, or if all members of the Committee of Management decline to take the Chair, they shall choose a Full Member of the Club who is 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 thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the Full 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 50% of the Full 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 nor 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 the Article 21, 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 casting vote.
- 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 a poll has been demanded.
- Subject to the provisions of the Act a resolution in writing signed by all the Full Members for the time being entitled to receive notice of and to attend and vote at Annual and Extraordinary General Meetings shall be as valid and effective as if the same had been passed at Annual or Extraordinary General Meeting of the Club duly convened and held.
VOTES OF MEMBERS
- Subject as hereinafter provided, every Full Member shall have one vote.
- Save as herein expressly provided, no Member other than a Full 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 personally at any General Meeting.
- No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made be referred to the Chairman whose decision shall be final and conclusive.
- Votes shall be given on a poll by Full Members present in person at the meeting.
COMMITTEE OF MANAGEMENT
- Unless otherwise determined by a General Meeting the number of members of the Committee of Management shall not be less than five nor more than sixteen.
- The Annual General Meeting shall elect the Committee of Management which shall consist of Commodore, Vice-Commodore, Rear Commodore, Treasurer, Honorary Secretary, Sailing Secretary, Harbourmaster and other members up to the maximum number.
- The first members of the Committee of Management shall be as named in the Statement delivered to the Registrar of Companies pursuant to section 10 of the Act.
- The Committee of Management may from time to time and at any time appoint any Full Member of the Club as a member of the Committee of Management either to fill a casual vacancy or by way of addition to the Committee of Management, provided that the prescribed maximum be not thereby exceeded. Any Full Member so appointed shall retain his office only until the next Annual General Meeting, but he shall then be eligible for election.
- No person who is not a Full Member of the Club shall in any circumstances be eligible to hold office as a member of the Committee of Management.
POWERS OF THE COMMITTEE OF MANAGEMENT
- The business of the Club shall be managed by the Committee of Management who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and incorporation of the Club 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 the Act or by the Articles required to be exercised or done by the Club in General Meeting, subject nevertheless to any regulation of the Articles, to the provisions of Act 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 of Management which would have been valid if such regulation had not been made.
- The members for the time being of the Committee of Management may act notwithstanding any vacancy in their body; provided always that in case the members of the Committee of Management shall at anytime be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles, it shall be lawful for them to act as the Committee of Management 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.
- Subject to the provisions of the Act the Company Secretary shall be appointed by the Committee of Management for such time at such remuneration and upon such conditions as they may think fit, and any Company Secretary so appointed may be removed by them. The provisions of sections 283 and 284 of the Act shall apply and be observed. The Committee of Management may from time to time by resolution appoint an assistant or deputy Company Secretary if there be no Company Secretary or no Company Secretary capable of acting.
DISQUALIFICATION OF MEMBERS OF THE COMMITTEE OF MANAGEMENT
- The office of a member of the Committee of Management shall be vacated-
(A) If he becomes a bankrupt or makes any arrangement or composition with his creditors generally.
(B) If he becomes of unsound mind.
(C) If he ceases to be a Full Member of the Club.
(D) If by notice in writing to the Honorary Secretary of the Club he resigns his office.
(E) If he ceases to hold office by virtue of any provision of the Act or he becomes prohibited by law from being a Director of a Company.
RETIREMENT AND RE-ELECTION OF MEMBERS OF THE COMMITTEE OF MANAGEMENT
- At the first Annual General Meeting and at any Annual General Meeting to be held in any subsequent year, the members of the Committee of Management for the time being shall retire from office.
- A retiring member of the Committee of Management shall be eligible for re election.
- The Club may, at the meeting at which a member of the Committee of Management 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 of Management retiring at the meeting shall, unless recommended by the Committee of Management for election, be eligible for election to membership of the Committee of Management at any General Meeting, unless within the prescribed time before the day appointed for the meeting there shall have been given to the Honorary Secretary notice in writing, by some Full 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 such 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 notice is served, or deemed to be served, and the date appointed for the meeting there shall be not less than seven nor more than twenty one intervening days.
- The Club may from time to time in General Meeting increase or reduce the number of members of the Committee of Management and may make the appointments necessary for effecting any such increase.
- In addition and without prejudice to the provisions of section 303 of the Act, the Club may by Extraordinary Resolution remove any member of the Committee of Management before the expiration of his period of office.
PROCEEDINGS OF THE COMMITTEE OF MANAGEMENT
- The Committee of Management 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, one third of the members of the Committee of Management or three, whichever is the greater, 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.
- A member of the Committee of Management may, and on the request of a member of the Committee of Management the Honorary Secretary shall, at any time, summon a meeting of the Committee of Management by giving seven clear days notice in writing served upon the several members of the Committee of Management. A member of the Committee of Management who is absent from the United Kingdom shall not be entitled to notice of a meeting.
- The Commodore shall be Chairman of the Committee of Management and shall be entitled to preside at all meetings of the Committee of Management at which he shall be present, but if at any meeting the Commodore is not present within fifteen minutes after the time appointed for holding the meeting and willing to preside, the Vice Commodore, or in his absence or unwillingness to preside, the Rear Commodore shall preside. If none of these is present or willing to preside, the members of the Committee of Management present shall choose one of their number to be Chairman of the meeting.
- A meeting of the Committee of Management at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Club for the time being vested in the Committee of Management generally.
- The Committee of Management may delegate any of their powers to sub committees consisting of such members of the Committee of Management and other Members of the Club as they think fit, and any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any regulations imposed upon it by the Committee of Management. The meetings and proceedings of any such sub-committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Committee of Management so far as applicable and so far as the same shall not be superseded by any regulations made by the Committee of Management.
- All acts bona fide done by any meeting of the Committee of Management or of any sub-committee of the Committee of Management, or by any person acting as a member of the Committee of Management, shall, notwithstanding that 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 of Management or sub committee.
- The Committee of Management shall cause proper records to be kept of all Written Resolutions (and of the signatures). The Committee of Management shall cause proper minutes to be made of all appointments of members of the Committee of Management made by the Committee of Management and of the proceedings of all meetings of the Club and of the Committee of Management and of sub-committees, and all business transacted at such meetings. All such records (and signatures) and minutes shall be entered in the books provided for the purpose. Any such record purporting to be signed by a member of the Committee of Management or by the Honorary Secretary shall be evidence of the proceedings in agreeing to the written Resolution and until the contrary is proved the requirements of the Act with erspect to those proceedings shall be deemed to be complied with. Any such minuted 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 of Management or of any sub-committee of the Committee of Management who are entitled to receive notice of a meeting of the Committee of Management or of such sub-committee shall be as valid and effectual as if it had been passed at a meeting of the Committee of Management or of such sub-committee duly convened and constituted.
- The Committee of Management shall cause accounting records to be kept in accordance with the requirements of the Act.
- The accounting records shall be kept at the Office, or, subject to the provisions of the Act, at such other place or places as the Committee of Management shall think fit, and shall always be open to the inspection of the members of the Committee of Management.
- The Committee of Management shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Club or any of them shall be open to the inspection of Members not being members of the Committee.
- A notice may be served by the Club upon any Full Member, either personally or by sending it through the post in a prepaid letter, addressed to such Full Member at his registered address as appearing in the register of Full Members.
- Any Full Member described in the register of Full Members by an address not within the United Kingdom, who shall from time to time give the Club an Address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those Full Members who are described in the register of Full Members by an address within the United Kingdom shall be entitled to receive notices from the Club.
- Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in providing such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid first class letter.
- 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 transferred either to some other institution (whether or not a Member of the Club) having objects similar to the objects of the Club, or to some institution (whether or not a Member of the Club) the objects of which are the promotion of charity and anything incidental or conducive thereto, such institution or institutions to be determined by the Full Members of the Club at or before the time of dissolution.
RULES AND STANDING ORDERS
- The members may in General Meeting make such rules for the control of the Club’s activities and standing orders for the regulation of the conduct of business of the Club as they think fit.