THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF GUILDFORD GOLF CLUB LIMITED
1. The company’s name is Guildford Golf Club Limited (and in this document it is called the “Company” or the “Club”)
2. In these articles:
“Act” means the Companies Act 2006 including any statutory modification or re-enactment thereof in force for the time being
“Articles” means the Company’s Articles of Association
”Board” means the board of directors of the Company for the time being.
“Byelaws” means the byelaws of the Company in force for the time being
“Captains” means the Men’s Captain and/or the Ladies’ Captain as the context may imply
“Captains’ Committee” means the Captains’ Committee for the time being, as defined in the Rules of the Captains’ Committee which are made pursuant to the Articles
“General Manager” means the General Manager or Secretary of the Company or any other person appointed to perform the duties of the General Manager or Secretary of the Company, including a joint, assistant or deputy General Manager or Secretary.
“Member” means a person who has been admitted to membership of the Club in accordance with the provisions of the Articles and currently remains a Member
“Officer” means a director or General Manager of the Company
“Rules” means the Rules of the Captains’ Committee of the company in force from time to time
“Voting Member” means all those Members who are not denied the right to vote at General Meetings of the Company
(a) Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification not yet in force when these Articles become binding on the Company.
(b) The masculine includes the feminine and, where appropriate, the singular includes the plural.
(c) The headings in these Articles do not form a part of them or in any manner affect their interpretation or construction.
Liability of Members
3. The liability of Members is limited.
4. Every Voting Member of the Company undertakes that if the Company is dissolved while he is a Voting Member or within twelve months after he ceases to be a Voting Member, to contribute such sum (not exceeding £1) as may be demanded of him towards the payment of the debts and liabilities of the Company incurred before he ceases to be a Voting Member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.
Application of Income and Property
5. The Company is a not for profit making organisation. All income and property of the Company howsoever derived shall be applied solely towards the promotion of the objects of the Company as stated below (“the Objects”) 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 any Member of the Company and no director of the Company shall be paid by salary or fees or receive any remuneration from the Company for discharging his duties as such. This does not prevent a Member who is not a director receiving reasonable and proper remuneration for any goods or services supplied to the Company.
6. Restrictions on Objects
The Company’s Objects are specifically restricted to promoting the game of golf and other athletic sports and pastimes and to encourage social intercourse among the Members of the Company and in particular to lay out, prepare and maintain a golf course on or at Guildford or elsewhere, for golf and other purposes of the Company, and to provide clubhouses, pavilions, lavatories, kitchens, refreshment rooms, workshops, sheds and other conveniences in connection therewith, and to furnish and maintain the same and permit the same to be used by the Members of any club established by the Company or Guildford Golf Club or their friends either gratuitously or upon other terms, and if thought fit to manage the affairs of any such club.
In furtherance of the Objects but not otherwise the Company may exercise the following powers:
(a) To acquire and take over all or any part of the undertaking, assets and liabilities of the present unincorporated association known as Guildford Golf Club;
(b) To establish, maintain and conduct a golf club for the accommodation of the Members of the Company and their friends and generally to afford them all the usual privileges, advantages and accommodation of a golf club;
(c) To promote and hold either alone or jointly with any other association, club or persons, golf meetings, competitions and matches and to offer, give or contribute towards prizes, medals and awards and to promote, give or support dinners, balls, concerts and other entertainments;
(d) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Company may think necessary or convenient for the promotion of its objects, and to construct and maintain and alter any buildings or erosions necessary or convenient for the work of the Company;
(e) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company as may be thought expedient with a view to the promotion of its Objects;
(f) To purchase, hire, make or provide and maintain, and to sell or otherwise dispose of all kinds of equipment and other things required which may be conveniently used in connection with the grounds, clubhouse or other premises of the Company by persons frequenting them, whether Members of the Company or not;
(g) To buy, prepare, make, sell and deal in all kinds of apparatus and equipment used in connection with golf and in all kinds of liquors, provisions and refreshments required or used by Members of the Company or other persons using the grounds, clubhouse or premises of the Company;
(h) To hire and employ all classes of persons considered necessary for the purposes of the Company and to pay them and other persons in return for services rendered to the Company salaries, wages, charges and pensions;
(i) To support and subscribe to any charitable or public body and any institution, society or club that may be for the benefit of the Company or its employees, or may be connected with golf; to give pensions, gratuities, Christmas boxes or charitable aid to any person who may have served the Company, or to the wife, widow, children or other needy relatives of any such person; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company;
(j) To borrow or raise money for the purposes of the Company on such terms and on the giving of such security as may from time to time be determined;
(k) To invest and deal with the monies of the Company not immediately required upon such investments, securities or property and in such manner as may from time to time be determined;
(l) To do all such other lawful things as are incidental or conducive to the attainment of any of the above Objects; and
(m) To do all such things as the directors consider to be in the best interests of the Club
7. Membership of the Company shall be open to all without discrimination. The Board shall have power to determine the total number of Members and the number of Members in each category of membership. A Member of the Company may only be an individual except in the Corporate Members category as described in the Byelaws. A person becomes a Member of the Company by making application in the form and manner from time to time determined by the directors.
8. The application form shall contain an undertaking to comply fully with the Rules and Byelaws and an undertaking that if the Company is dissolved while he is a Voting Member or within twelve months after he ceases to be a Voting Member, to contribute such sum (not exceeding £1) as may be demanded of him towards the payment of the debts and liabilities of the Company incurred before he ceases to be a Voting Member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.
Notice of resignation
9. Any Member wishing to resign his membership of the Company must give at least three months notice in writing of his intention to do so, addressed to the General Manager, and deposited at the registered office of the Company. Such notice will expire on the next subscription date.
Expulsion of Members
10. Any Member of the Company expelled in accordance with the Rules, or otherwise ceasing to be a Member of the Company whether by resignation, death or any other reason, shall, in default of an actual notice of resignation of his membership of the Company served in accordance with Article 9. above, be automatically deemed to have served a notice resigning his membership of the Company pursuant to
Article 9. one calendar month from the date that he ceased to be a Member of the Company. Any Member of the Company who ceases to be a Member for whatever reason forfeits all rights to or claim upon the Company, its property or funds, or any return of fees or subscriptions paid and remains liable for any fees or charges due from him as at the date of cessation including, for the avoidance of doubt, the undertaking to contribute the sum (not exceeding £1) set out at Articles 4. and 8. above.
Rights of Members
11. (a) The rights of a Member as such are personal and not transferable and cease upon his death, resignation, expulsion, cessation of his amateur golfing status or other cessation of his membership. The liabilities of a Member to the Club at the time of such cessation shall, subject to Articles 8. & 11.(b), continue to stand thereafter until payment.
11.(b) The Board may, upon the death of a Member, refund to his estate such part of the subscription paid by him for the current year as it thinks fit.
Annual General Meeting
12. The Company shall hold a General Meeting in each year as its Annual General Meeting in addition to any other meetings in that year, and must specify the meeting as the Annual General Meeting in the notices convening it. Not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company hold its first Annual General Meeting within 18 months of its incorporation it need not hold it in the year of its incorporation. The Annual General Meeting shall be held at such time and place as the directors shall appoint.
13. All General Meetings other than Annual General Meeting shall be called General Meetings.
14. The directors may, whenever they think fit, convene a General Meeting.
15. Voting Members of the Company may require the directors to convene a General Meeting. The directors must call a General Meeting once the company has received requisition to do so from Members who represent at least 10% of the total voting rights of all the Members having at the date of deposit of the request a right to vote at General Meetings. The required percentage of 10% is reduced to 5% if more than twelve months has elapsed since the end of the last General Meeting if:
(a) called in pursuance of a requirement under this provision, or
(b) in relation to which any Members of the Company had rights, howsoever arising, with respect to the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request.
16. A requisition made by Voting Members:
(a) must state the general nature of the business to be dealt with at the meeting, and
(b) may include the text of a resolution that may properly be moved and is intended to be moved at the meeting.
A resolution may properly be moved at a meeting unless: it would, if passed, be ineffective, it is defamatory, or it is frivolous or vexatious.
17. A requisition may be made in hard copy or electronic form and must be authenticated by the person or persons making it.
18. If the directors are required to hold a meeting pursuant to a requisition by Voting Members, they shall call such meeting within 21 days from the date on which they become subject to the requirement. If the requisition identified a resolution intended to be moved at the meeting, notice of the meeting shall include notice of the resolution. The meeting shall be held on a date not more than 28 days after the date of the notice convening the meeting.
19. If the directors are required to call a meeting but fail to do so in accordance with the above provisions, the Voting Members who requisitioned the meeting, or any of them representing more than 50% of the total voting rights of all of them, may themselves call a general meeting. If the requisition identified a resolution intended to be moved at the meeting, notice of the meeting shall include notice of the resolution. The meeting shall be called for a date not more than three months after the date on which the directors became subject to the requirement to call a meeting.
Notice of General Meetings
20. A General Meeting shall be called by at least 14 days’ notice. An Annual General Meeting or a meeting called for the passing of a special resolution shall be called by at least 21 days’ notice. Any meeting may be called by shorter notice than that otherwise required if shorter notice is agreed by Voting Members who represent not less than 90% of the total voting rights at that meeting of all the Voting Members. Any period of notice is exclusive of the day on which the notice is given and the day of the meeting.
21. Notice shall be given to every Voting Member and every director of the company, and shall state:
(a) the time and date of the meeting;
(b) the place of the meeting; and
(c) the general nature of the business to be dealt with at the meeting.
22. Notice shall be given in hard copy form, in electronic form, or by means of the Company website; or partly by one such means and partly by another. If notice is by means of the Company website, the company shall notify persons so entitled of the presence of the notice on the website. Such notification shall state that it concerns a notice of a Company meeting, and specify the place, date and time of the meeting. The notice shall be available on the Company website from the date of notification until the conclusion of the meeting.
23. Accidental omission to give notice of any meeting to any one or more persons does not of itself invalidate the proceedings at that meeting.
24. All business shall be deemed special that is transacted at a General Meeting and also all that which is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets and the reports of the directors and auditors, the election and re-election of the directors in the place of those retiring, the election of the Vice Captains and the appointing and the fixing of the remuneration of the auditors.
25. No business may be conducted at any meeting unless a quorum of Voting Members of the Company is present. Save as otherwise provided in these Articles, fifty Voting Members of the Company present in person or by proxy and entitled to vote is a quorum. If within fifteen minutes from the time appointed for the meeting a quorum of Voting Members is not present or if, during the holding of a meeting, such a quorum ceases to be present:
(a) if the meeting was called pursuant to a request by Voting Members, it shall immediately be dissolved; and
(b) in any other case, the meeting shall be adjourned to the same day and place in fourteen days time or to such other day, time and place as the directors may determine. At such a postponed meeting the business shall be transacted whatever the numbers of Voting Members present.
26. The Chairman elected by the board of directors shall preside as Chairman at every General Meeting of the Company. If there is no such Chairman, he is unwilling to act, or he is not present within 5 minutes after the time appointed for the holding of the meeting, the directors present shall elect one of their number to be Chairman of the meeting. If at any meeting no director is willing to act as Chairman, or if no director is present within 15 minutes after the time appointed for holding the meeting, the Voting Members present shall, by simple majority, elect one of their number to be Chairman of the meeting.
27. Resolutions for inclusion in the Agenda must be submitted to the General Manager in writing by the proposer and seconder not later than 49 days before the date of the Annual General Meeting. Resolutions for inclusion in the Agenda which have emanated from the Board must be formally recorded in the Board minutes at a prior Board meeting. Items for discussion only should preferably be submitted to the General Manager at least 14 days prior to the Meeting.
Passing of resolutions
28. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands. A declaration by the Chairman that a resolution has or has not been passed, or passes with a particular majority, shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. An entry in respect of such a declaration in recorded minutes of the meeting shall also be conclusive evidence of that fact without such proof. A declaration or entry shall not be conclusive evidence if a poll is demanded in respect of the resolution, and the demand is not subsequently withdrawn.
29. A poll may be demanded by:
(a) the Chairman;
(b) at least 2 Voting Members; or
(c) Voting Members representing at least 10% of the total Voting Members having the right to vote at the meeting.
30. The demand for a poll may be withdrawn.
31. If a poll is demanded and not withdrawn:
(a) it shall be taken in such manner as the Chairman directs and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. No Voting Member of the Company shall be entitled to a second or casting vote where there is an equality of votes; and
(b) if demanded by the Chairman, or on the question of adjournment, the poll shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs and any business other than that upon which a poll has been demanded may proceed pending the taking of the poll.
Subject to the provisions of the Act, a resolution in writing signed by each and all of the Members of the Company 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 duly passed at a General Meeting of the Company duly convened and held.
32. Every Voting Member of the Company entitled to vote under these Articles from time to time shall have one vote and shall be entitled to receive notice of and to attend and vote at General Meetings PROVIDED THAT no Voting Member may vote at any meeting unless all monies presently due and payable by him to the Company and unincorporated golf club have been paid.
33. Any Voting Member of the Company may appoint another Voting Member of the Company as his proxy to exercise all or any of his rights to attend and to speak and vote at a meeting of the Company. Every notice calling a meeting of the Company shall include, with reasonable prominence, a statement informing the Voting Member of his rights to appoint a proxy.
34. A proxy must: be addressed to a Voting Member entitled to speak and vote at a General Meeting, be authenticated by the appointor, and be in or contain the information set out in the following form:
I, [name] of [address] being a Voting Member of the above-named Company hereby appoint [name] of [address] or failing [him/her] [name] of [address] as my proxy to vote in my name and on my behalf at the General Meeting of the Company to be held on [date and time] and at any adjournment.
[Directions, if any, as to how the proxy is required to vote]
Unless otherwise instructed the proxy shall vote as he or she thinks fit.
Dated this day of 20
Signature of appointor Voting Member ____________________________________
35. Where the Company has given an electronic address in a notice calling a meeting, and in an instrument of proxy or invitation to appoint a proxy in relation to the meeting, any document or information relating to proxies for that meeting may, subject to any conditions or limitations specified in the notice, be sent by electronic means to that address. Documents relating to proxies include: the appointment of a proxy in relation to a meeting, any document necessary to show the validity of, or otherwise relating to, a proxy, and notice of termination of the authority of a proxy.
36. The instrument appointing a proxy must be received by the Company no later than the following time:
(a) in the case of a meeting or adjourned meeting, 48 hours before the time for holding the meeting or adjourned meeting;
(b) in the case of a poll taken more than 48 hours after it was demanded, 24 hours before the time appointed for the taking of the poll;
(c) in the case of a poll taken not more than 48 hours after it was demanded, the time at which it was demanded.
In calculating the periods in this Article no account shall be taken of any part of a day that is not a working day.
37. In default of compliance with this Article the instrument of proxy shall not be treated as valid. A valid instrument of proxy shall be deemed, unless expressing the contrary, to confer authority to demand or join in demanding a poll. An otherwise valid instrument of proxy shall only be deemed invalid if a revocation of proxy, in whole or in part, shall be received by the Company and/or the appointee prior to the exercise of the proxy at the meeting or the adjourned meeting.
38. The maximum number of directors is 7 and the minimum number of directors is 5 not including the ex officio directors. This maximum and minimum may be changed by a resolution of the Company in General Meeting. A director must be a Voting Member of the Company.
39. The Men’s Captain and Ladies’ Captain shall be ex officio directors without voting rights and shall not be eligible to be appointed Chairman under the provisions of Article 40 hereof.
40. At a meeting of directors, 5 directors are a quorum. The directors shall meet not less than six times a year. A director shall not vote nor be counted as a member of the quorum at any directors’ meeting held in respect of any contract in which he is interested and if he shall purport to vote his vote shall not be counted and if the meeting is thereby inquorate any resolution concerning that contract is and shall be void. The directors will elect a Chairman at the first meeting of directors subsequent to the AGM and he shall remain Chairman unless and until another director is elected in his place or he shall cease to be a director. If there are fewer than the stated minimum number of directors, those directors or a sole director in office shall not have the power to transact business PROVIDED THAT they shall be entitled to and shall forthwith call a General Meeting for the purpose of appointing further directors.
41. For the period prior to any general meeting with a resolution which concerns or affects the same, the directors of the Company shall be those directors of the Company as at the date of incorporation of the Company who consent in writing to accept appointment as directors of the Company.
42. No director of the Company other than the General Manager shall be appointed to any salaried office although a director is entitled to be reimbursed from the property of the Company for payment of out-of-pocket expenses properly and reasonably incurred by him solely in connection with the director’s duties as director when acting on behalf of the Company, PROVIDED THAT nothing in these Articles shall prohibit payment by the Company of any sum or salary to the General Manager for clerical or other assistance.
43. There is no maximum age limit for directors.
Retirement of directors
44. At every Annual General Meeting of the Company at least two of the voting directors for the time being must retire from office so that no director shall remain in office as a director after the third Annual General Meeting from his election without retiring and putting himself forward for re-election. The directors to retire in each Annual General Meeting shall be those who have been longest in office since their last election but, as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. Retiring directors are eligible for re-election. The Company may from time to time by ordinary resolution determine in what rotation the directors are to retire from office.
45. The Company at the Annual General Meeting at which a director retires in the manner set out at Article 44 may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election in accordance with Article 46 below, be deemed to have been re-elected, unless at such a meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.
Appointment and removal of directors
46. Save where the number of voting directors falls below 5, the voting directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not exceed the number fixed in accordance with these Articles. Any director so appointed shall hold office only until the next Annual General Meeting, and shall then be eligible for election but shall not be taken into account in determining the directors who are to retire by rotation at that meeting.
47. The Company may by ordinary resolution remove any director before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such director.
48. The office of a director is further vacated automatically if:
(a) he holds any office of profit under the Company;
(b) he is directly or indirectly interested in any contract with the Company and fails to declare the nature and/or existence of his interest in the manner required by s.182 of the Act;
(c) his membership of the Company is terminated under the Rules of the Captains’ Committee;
(d) he absents himself from meetings of the directors for a continuous period of 6 months without special leave of absence from the directors acting and duly recorded at a directors meeting held during that period of 6 months;
(e) he is disqualified from acting as a director by operation of law or order of the court;
(f) he gives the directors one calendar month’s notice in writing that he resigns his office; or
(g) he being an elected director of the Company was elected under the provisions of Article 49 to the position of Captain but nothing in this provision shall prevent a person so elected from being an ex officio director of the Company without voting rights as provided in Article 39.
Election of Captains, Vice Captains and directors
49. (a) The Vice Captains shall be Voting Members who shall be nominated by the Board, after consultation between the current Vice Captain and past Captains, for election at the Annual General Meeting. The Vice Captains shall then succeed without further formality to their respective office of Captain when the Captain retires. The Captains shall serve for one calendar year from the start of the second calendar year following their election as Vice Captains.
(b) If the Captain dies or resigns whilst in office, the following procedures shall apply:-
i. the Vice Captain shall immediately succeed to the office of Captain until the second 31 December after such event or such other period as the Board shall specify.
ii. the Board may, after consultation between the current Vice Captain and past Captains, appoint a Voting Member to hold the office of Vice Captain until his election by the usual process at the following Annual General Meeting.
(c) If the Vice Captain dies or resigns whilst in office, the Board may, after consultation between the current Captain and past Captains, appoint a Voting Member to hold the office of Vice Captain until his election by the usual process at the following Annual General Meeting.
(d) If, at any time, a vacancy for the office of Men’s Captain or Ladies’ Captain is not filled then the remaining Captain will assume the position of Club Captain without there being any further formality.
50. A Member nominated for service on the Board must, at the date of the Annual General Meeting, have been a Voting Member for a period of at least two complete Club years. No person shall be eligible for election as director at any Annual General Meeting unless not less than 28 days nor more than 42 days before the date appointed for the meeting there shall have been left at the registered office of the Company:
(a) a notice in writing signed by a Voting Member stating his intention to propose such person for election as director; and
(b) a notice in writing signed by the proposed director stating his willingness to be elected.
The names of candidates proposed in accordance with this Article and Article 49 shall be entered onto the proxy form delivered with the notice convening the Annual General Meeting of the Company and placed thereupon in alphabetical order and against the name of the candidates seeking election of Vice Captains the words “Vice Captains” must appear and provision made thereon for the Voting Members of the Company to indicate their vote in favour of or against any such nominees. A retiring director offering himself for re-election may be identified as such on the proxy form delivered with the notice convening the Annual General Meeting.
51. In the event of there being more candidates or nominations than there are vacancies on the board of directors, subject to the maximum number of directors as set out in these Articles, the election shall be by ballot at the Annual General Meeting. If there should be an equality of votes, the Chairman shall decide by lot which of the candidates so receiving an equal number of votes shall be elected. In case there shall be insufficient nominations the directors may fill the remaining vacancies in accordance with and subject to Article 46.
Appointment of General Manager
52. The General Manager must be appointed by the directors for such term and at such remuneration and upon such conditions as they think fit. The directors may terminate the General Manager’s appointment and fill a vacancy.
Powers and duties of directors
53. The general duties of the directors are as specified in section 170 to section 177 of the Act.
54. The business of the Company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or under these Articles, required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Act and these Articles and to such regulations, not being inconsistent with the foregoing provisions, as may be prescribed by the Company in general meeting PROVIDED THAT no regulation made by the Company in general meeting shall invalidate any prior act of the directors which would have been valid if that regulation had not been made. The directors may, subject to Article 38, act notwithstanding vacancies.
55. The directors may exercise all the powers of the Company including:
(a) to borrow money, and to mortgage or charge its assets or undertakings, or any part thereof, and to issue debentures, debenture stock or other securities, whether outright or as security for any debt, liability or obligation of the Company;
(b) to fix the annual and other subscriptions and entrance fee (if any) payable by Members on such terms and conditions as they think fit and provide for such variation of subscriptions for different classes of Members as they think fit. The annual subscriptions shall become due in advance on 1st July in each year or such other date or dates as the directors in any case may determine. If the whole of the subscription or any part thereof shall remain unpaid within one calendar month of its due date a Member shall cease ipso facto to be a Member of the Company and shall have no claim on the assets thereof until payment, together with such surcharge as the Board may deem appropriate, is received. Such Members shall cease to be entitled to exercise any of the rights of membership until such arrears have been paid.
(c) to raise money by a levy upon the Members but the payment of such levy shall not be enforceable unless the imposition of the levy has been approved by a normal resolution passed in any General Meeting or Annual General Meeting of the Company;
(d) to fix from time to time the different categories of membership the conditions of entry into each category and the rights and privileges attaching to each category which for the avoidance of doubt shall include the voting rights of each category.
56. The directors may delegate any of their powers to a committee or committees of Members of the Company appointed by the directors. With the exception of the Captains’ Committee, a committee with less than 4 Members or one concerned with the purchase for the Company, or supply by the Company, of intoxicating liquor, a committee may have up to one third of its membership from Members of the Company other than directors. In the exercise of the powers delegated to it a committee must conform to any regulation prescribed by the directors and the Articles of the Company. Any delegation of powers or appointment of a committee or a member of that committee may be recalled or revoked by the directors at any time.
57. A committee may meet and adjourn as it thinks proper or as directed by the directors. Questions arising at any meeting of a committee shall be determined by a majority of votes of the Members present and in the case of an equality of votes the Chairman shall not have a second or casting vote.
58. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed, drawn, accepted, endorsed or otherwise executed as the directors shall from time to time by resolution determine.
59. The directors shall cause minutes to be made for the purpose of recording:
(a) all appointments of Officers or membership of committees and the delegated powers of those committees made by the directors including the revocation or recall of the same;
(b) the names of all directors and Members present at each meeting of the directors and of any committee; and
(c) all resolutions of Members passed otherwise than at General Meetings, all proceedings of General Meetings of the Company and of the directors and committees.
60. The records referred to at 59(c) above must be kept for at least ten years from the date of the resolution, meeting or decision, as appropriate.
61. The directors shall be entitled to request observers, who shall be Members of the Company, to attend meetings of the Board and who shall, subject to any contrary resolution of the directors, have the right to speak but not vote at those meetings.
62. Subject to Article 40, the directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall not have a second or casting vote. A director may, and the General Manager on requisition of the director shall, at any time summon a meeting of the directors. It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from the United Kingdom.
63. All acts done by any director, acting either alone or as part of a committee or meeting, shall be valid notwithstanding that it is afterwards discovered that: there was a defect in his appointment, he was disqualified from holding office, he had ceased to hold office, or he was not entitled to vote on the matter in question.
64. A resolution in writing, signed by a majority of all the voting directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
65. The directors shall ensure that adequate accounting records are kept, in accordance with section 386 of the Act. In particular, these shall contain:
(a) entries from day to day of all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place; and
(b) a record of the assets and liabilities of the Company.
66. The accounting records shall be kept at the Company’s registered office or such other place as the directors think fit, and shall at all times be open to inspection by the Company’s Officers. The directors shall from time to time determine whether and to what extent, at what times and places, and under what conditions and regulations, the accounting records, or any of them, are to be open to the inspection of Members of the Company who are not Officers, or as otherwise determined by statute or by the Company in General Meeting. Save as aforesaid no Member of the Company who is not an Officer has any right to inspect any accounting records or other document of the Company save as expressly conferred by statute and subject to the conditions provided therein. Accounting records which the Company is required to keep under section 386 of the Act shall be preserved for at least 3 years from the date on which they are made.
67. For each financial year, the directors shall prepare accounts of the Company for that financial year comprising: a balance sheet as at the last day of the financial year and a profit and loss account, giving a true and fair view of the Company’s financial position and in accordance with section 398 of the Act. The company’s annual accounts shall be approved by the board of directors and signed on behalf of the board by a director of the Company. The balance sheet shall contain the signature, the name of the person who signed it, and a statement in a prominent position above the signature to the effect that the accounts have been prepared in accordance with the provisions applicable to a company subject to the small companies’ regime as defined in section 381 of the Act.
68. The directors shall also prepare a directors’ report for each financial year of the Company, stating:
(a) the names of the persons who, at any time during the financial year, were directors of the Company; and
(b) the principal activities of the Company in the course of the year.
69. Should the Company be audited, the directors’ report shall also contain a statement to the effect that, in the case of each of the persons who are directors at the time the report is approved:
(a) so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
(b) he has taken all steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
70. The directors’ report shall be approved by the Board and signed on behalf of the Board by a director or the General Manager of the Company. It shall state the name of the person who signed it and contain a statement in a prominent position above the signature to the effect that the report has been prepared in accordance with the small companies’ regime.
71. The directors shall deliver to the registrar for each financial year a copy of the balance sheet drawn up as at the last day of that year and, if the Company has been audited for that year, a copy of the auditor’s report on those accounts. The directors may also deliver:
(a) a copy of the Company’s profit and loss account for that year; and
(b) a copy of the directors’ report for that year.
Such accounts and reports shall be filed no more than 9 months after the end of the relevant accounting reference period. Calculation of the period for filing shall be in accordance with section 443 of the Act.
72. Copies of the Company’s annual accounts and reports for each financial year shall be sent to all persons entitled to receive notices of General Meetings of the Company, provided that no such obligation shall arise for a person for whom the Company does not have a current address as defined in section 423 of the Act. Such accounts and reports must be sent no later than the end of the period for filing, or, if earlier, the date on which the Company’s accounts and reports are actually delivered to the registrar.
73. On demand by a Voting Member, the Company shall provide within seven days of receipt of the request and free of charge a single copy of: the Company’s last annual accounts, the last directors’ reports and, if the Company was audited for that financial year, the auditors’ report on those accounts (including the statement on that report). The entitlement under this Article is in addition to any copy to which a Voting Member may be entitled under Article 72 above.
74. Auditors shall be appointed and their duties regulated in accordance with the provisions of Part 16 of the Act.
Rules and Byelaws of the Club
75. The directors of the Company may from time to time make, alter and repeal any Rules and Byelaws they consider necessary or expedient or convenient for the proper conduct and management of the Club and in particular, but not exclusively, they may by such Rules and Byelaws:
(a) Regulate the different categories of membership, the conditions of entry into each category and the rights and privileges attaching to each category which for the avoidance of doubt shall include the voting rights of each category
(b) Regulate and prescribe such rules as they deem necessary for the nomination and election of the Captains’ Committee of the Club.
(c) Regulate the terms and conditions upon which guests of the Club and its Members, children of Members of the Club and visitors may use the property and premises of the Club and Company;
(d) Fix the times of opening and closing of the golf course, clubhouse and premises of the Club and Company or any part of them and the permitted hours for the supply of intoxicating liquor;
(e) Regulate the conduct of Members of the Club in relation to one another and to the Club and Company staff;
(f) Set aside the whole or any part of the Club and Company premises for Members, or class of Member at any particular time for any particular purpose;
(g) Regulate all matters in relation to expulsion and suspension of membership from the Club or Company and they may pursuant to the proper exercise of this power delegate such to the Captains’ Committee of the Club.
(h) Regulate any matter that is commonly the subject of Club Rules and Byelaws.
76. The directors must adopt whatever means they consider sufficient to bring all Rules and Byelaws, alterations, repeals and additions to the notice of the Members of the Company. All Rules and Byelaws of the Company, for so long as they are in existence, are binding upon all Members of the Company. No Rule or Byelaw may be inconsistent with, or affect or repeal anything contained in the Articles or be in breach of any statutory provision. Any Rule or Byelaw may be altered, repealed or added by resolution of the directors.
77. Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other Officer or committee member of the Company shall be indemnified out of the assets of the Company against any liability incurred by him to a person other than the Company in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the courts for liability for negligence, default, breach of statutory or other duty or breach of trust in relation to the affairs of the Company subject always that the person so indemnified must have acted honestly, reasonably and in the best interests of the Company and is entitled to be indemnified.
78. If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to or distributed amongst the Voting Members of the Company at the date of the winding up or dissolution of the Company.
Communication (including Notices) by the Company to Voting Members
79. Unless otherwise provided for in these Articles or by the Act, the Company may send a document or information to a Voting Member by the following means:
(a) in hard copy form by sending it by post in a prepaid envelope addressed to the Voting Member at the address held by the Company in its register. Provided that the address is in the United Kingdom, and it was properly addressed, prepaid and posted, service of the document or information is deemed to have been received by the intended recipient 48 hours after it was posted;
(b) in electronic form if the Voting Member has given an e-mail address for this purpose. Provided that it was properly addressed, the document or information is deemed to have been received by the intended recipient 48 hours after it was sent; or
(c) by making such document or information available on the Company website. The document or information shall be readable and downloadable, and the recipient shall be notified of its presence and how to access it. The document or information is deemed to have been received by the intended recipient when the material was first made available on the website or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website. It shall be available on the website for at least 28 days beginning with the day on which notification was sent to the intended recipient, provided that temporary non-availability wholly attributable to circumstances that it would not be reasonable to have expected the Company to prevent or avoid shall be disregarded.
(d) Where a Voting Member has received a document or information from the Company otherwise than in hard copy form, he may require the Company to send him a version of the document or information in hard copy form. The Company shall send free of charge such document or information in hard copy form within 21 days of receipt of any such request.
80. A document or information sent or supplied by a Voting Member to the Company or by the Company to a Voting Member is sufficiently authenticated if:
(a) in hard copy form, it is signed by the person sending or supplying it; and
(b) in electronic form, the identity of the sender is confirmed in the manner specified by the Company or, where no such manner has been specified by the Company, if the communication contains or is accompanied by a statement of the identity of the sender and the Company has no reason to doubt the truth of that statement.
WE, THE SUBSCRIBERS TO THESE ARTICLES, wish to be formed into a company pursuant to these Articles.
John Robert Henry Wood, Consultant, of Ladymead, Flower Walk, Guildford, Surrey, GU2 4EP
Paul David Gidden, Design Company Director, of 144 Broad Street, Guildford, Surrey, GU3 3BJ
WITNESS TO THE ABOVE SIGNATURES:
Rosemary Caroline Bird, Solicitor, of Tukvar, Downsway, Merrow, Surrey, GU1 2YA