The Companies Act 2006

Private company limited by guarantee and not having a share capital

Articles of association

of

Avon Outdoor Activities Club

 

Introduction

1             Liability and guarantee

1.1              The liability of the Members is limited.

1.2              Every Member of the Club undertakes to contribute such amount as may be required (not exceeding £1) to the Club's assets if it shall be wound up while he she or it is a Member, or within 1 year after he she or it ceases to be a Member, for payment of the Club's debts and liabilities contracted before he she or it 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.

2             Objects

2.1              Notwithstanding that the Club has unrestricted objects, the specific objects shall include:

2.1.1        providing opportunities for the Members to enjoy and to gain experience in a variety of outdoor pursuits, and to further their ability in such activities in reasonable safety;

2.1.2        encouraging Members to reach high standards of proficiency, develop leadership skills and reach nationally recognised standards in outdoor pursuits.

2.1.3        running the Club for the benefit of the Members on a non-commercial basis and as a not-for-profit organisation.

3             Application of income and property and distribution of profits

3.1              Subject to Article 3.2, the income and property and profits of the Club shall be applied solely towards the promotion of the Club's objects and no portion of it shall be paid or transferred, directly or indirectly:

3.1.1        by way of dividend, bonus or otherwise howsoever by way of profit, to either the Committee or the Members of the Club; or

3.1.2        by way of salary, bonus or other remuneration or monetary benefit to any Committee Member.

3.2              Nothing in Article 3.1 shall prevent any payment in good faith by the Club to a Committee Member:

3.2.1        of reimbursement of reasonable out-of-pocket expenses (e.g. postage) and (subject to any provisions in the Rules) of minor expenses, in each case properly incurred in the management and administration of the Club. 

3.2.2        pursuant to an indemnity provided in accordance with these Articles;

3.2.3        a reasonable rent or hiring fee for property let or hired to the Club;

3.2.4        of reasonable and proper remuneration for any services rendered to the Club, provided that:

(a)                the procedures for managing any Conflict of Interest set out in Article 19 have been complied with;

(b)               the services supplied are services supplied by the Committee Member under a contract of employment with his employer (not being the Club); and

(c)                the services supplied are not services supplied by the Committee Member in his or her capacity as a Committee Member.

3.3              Nothing in Article 3.1 shall prevent:

3.3.1        any payment by the Club of reasonable and proper premiums in respect of indemnity insurance provided in accordance with these Articles.

3.3.2        the complementary use by Committee Members of Club equipment in accordance with the Rules.

3.4              In this Article, references to a Member or Committee Member include references to any person who is Connected to that Member or Committee Member.

3.5              Articles 3.1 and 3.2 shall be entrenched and may only be amended in accordance with Article 35.

Club Management

4             Committee positions and number of Committee Members

4.1              The Club will be run by an elected Committee.

4.2              The Committee will be made up of the following positions:

4.2.1        Chair;

4.2.2        Treasurer;

4.2.3        Secretary;

4.2.4        Membership Secretary; and

4.2.5        Activities Co-ordinator. 

4.3              The Committee will also comprise such other positions as the set out in the Rules.  The Rules will set out the role of each Committee position.

4.4              Unless otherwise determined by ordinary resolution, the number of Committee Members shall not be subject to any maximum but shall not be less than five.

5             Election of Committee and appointment of Committee Members

5.1              Any Member who is willing to act as a Committee Member may be appointed as a Committee Member by ordinary resolution or by a decision of the Committee.

5.2              Elections to the Committee takes place at the AGM.  All Committee Members will resign at the AGM (but remain in post until 31 March) and may present themselves for re-election.  After being elected, Committee Members take up their role on 1 April and they shall ordinarily continue in office until 31 March in the following year.

5.3              No person shall hold the position of Chair, Secretary or Treasurer for more than three consecutive years.

5.4              A Committee Member may hold no more than one Committee position except that in the event of a position being unfilled, an existing Committee Member may put himself forward for the vacant position with the exception of Chair and Treasurer who may not hold more than one position.  No Committee Member may hold more than two positions.

5.5              All nominations for committee positions shall be given in accordance with the Rules.

5.6              Subject to Article 5.3, if the Club, at the meeting at an AGM, does not fill the vacancy, the retiring Committee Member shall, if willing to act, be deemed to have been reappointed unless at the AGM it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Committee Member is put to the meeting and lost.

6             Termination of appointment

6.1              The Rules may make provisions about the circumstances in which a committee position will be vacated.

7             No Committee

7.1              In any case where, as a result of death or bankruptcy, the Club has no members and no Committee Members, the personal representatives of the last member to have died or to have a bankruptcy order made against him (as the case may be) have the right, by notice in writing, to appoint a natural person, who is willing to act and is permitted to do so, to be a Committee Member.

8             Committee general authority

8.1              Subject to these Articles, the Committee is responsible for the management of the Club’s affairs, for which purpose they may exercise all the powers of the Club.

9             Committee may delegate

9.1              Subject to these Articles, the Committee may delegate any of the powers which are conferred on it under the Articles to such person or sub-committee, by such means (including by power of attorney), to such an extent, in relation to such matters or territories, and on such terms and conditions as the Committee think fit.

9.2              The Committee may revoke any delegation in whole or part, or alter its terms and conditions.

10          Sub-committees

10.1          Sub-committees to which the Committee delegates any of its powers must follow procedures which are based as far as they are applicable on those provisions of these Articles, the Rules and any Policies which govern the taking of decisions by the Committee.

Committee decision making

11          Committee to take decisions collectively

11.1          The general rule about decision-making by the Committee is that any decision of the Committee must be either a majority decision at a meeting or a decision taken in accordance with Article 12.

12          Unanimous decisions

12.1          A decision of the Committee is taken in accordance with this Article when all Eligible Committee Members indicate to each other by any means that they share a common view on a matter.

12.2          Such a decision may take the form of a resolution in writing, where each Eligible Committee Member has signed one or more copies of it, or to which each Eligible Committee Member has otherwise indicated agreement in writing.

12.3          A decision may not be taken in accordance with this Article if the Eligible Committee Members would not have formed a quorum at such a meeting.

13          Voting

13.1          Each Committee position carries one vote at committee meetings.  Where a Committee Member occupies two positions, that Committee Member shall only have one vote.  Where there is job sharing of a position, the Committee Members representing such position shall have one indivisible vote between them.

13.2          If the number of votes for and against a proposal are equal the Chair (or where absent or ineligible, the Vice-Chair) holds the casting vote, unless in respect of a particular meeting (or part of a meeting) the Chair (or Vice-Chair, if applicable) is not an Eligible Committee Member for the purposes of that meeting (or part of a meeting).

14          Calling a committee meeting

14.1          Any Committee Member may call a committee meeting by giving not less than 5 business days’ notice of the meeting (or such lesser notice as a quorum (per Article 16.1) of the Committee Members may agree) to the other Committee Members.

14.2          Notice of any Committee meeting must indicate its proposed date and time, where it is to take place; and if it is anticipated that Committee Members participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

14.3          Notice of a Committee meeting must be given to each Committee Member, but need not be in writing.

14.4          A procedural defect of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.

15          Participation in committee meetings

15.1          Committee Members participate in a committee meeting, or part of a committee meeting, when:

15.1.1    the meeting has been called and takes place in accordance with these Articles, and

15.1.2    they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

15.2          In determining whether Committee Members are participating in a committee meeting, it is irrelevant where any Committee Member is or how they communicate with each other.

15.3          If all the Committee Members participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

15.4          Committee meetings must be held at least four times each year.  Unless the Committee have resolved otherwise in accordance with the Rules, attendance will be open to all members, though only Committee Members are entitled to vote at a committee meeting.

16          Proceedings of committee meetings

16.1          Subject to Article 16.2, the quorum for the transaction of business at a committee meeting is five Committee Members representing at least five committee positions (including either the Chair or Vice-Chair).

16.2          The Chair, or in his absence the Vice-Chair will chair committee meetings. 

16.3          If neither the Chair or the Vice-Chair is participating in a committee meeting within 15 minutes of the time at which it was to start, the participating Committee Members must appoint one of themselves to chair it. 

16.4          Any decision taken by at an inquorate committee meeting shall not be binding upon the committee, unless such decision is subsequently ratified by the Committee.

16.5          For the purposes of any meeting (or part of a meeting) held pursuant to Article 19 to authorise a Committee Member's conflict, if there is only three Eligible Committee Member in office other than the conflicted Committee Member(s), the quorum for such meeting (or part of a meeting) shall be one Eligible Committee Member.

16.6          If the total number of Committee Members in office for the time being is less than the quorum required, the Committee Members must not take any decision other than a decision:

16.6.1    to appoint further Committee Members; or

16.6.2    to call a general meeting so as to enable the members to appoint further Committee Members.

17          Records of decisions to be kept

17.1          The Committee must ensure that the Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Committee.  Where decisions of the Committee are taken by electronic means, such decisions shall be recorded by the Committee Members in permanent form, so that they may be read with the naked eye.

Transactions with the Club and Conflicts

18          Transactions or other arrangements with the Club

18.1          Subject to Article 18.2, if a proposed decision of the Committee Members is concerned with an actual or proposed transaction or arrangement with the Club in which a Committee Member is interested, that Committee Member is not to be counted as participating in the decision-making process for quorum or voting purposes.

18.2          A Committee Member who is interested in an actual or proposed transaction or arrangement with the Club is to be counted as participating in the decision-making process for quorum and voting purposes when:

18.2.1    the Club by ordinary resolution disapplies the provisions of the Articles which would otherwise prevent a Committee Member from being counted as participating in the decision-making process; or

18.2.2    the Committee Member’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

18.2.3    the Committee Member's conflict of interest arises from arrangements pursuant to which benefits are made available to Committee Member under any of Articles 3.2.1 to 3.3.2.

18.3          For the purposes of Articles 18.1 to 18.5, references to proposed decisions and decision-making processes include any Committee meeting or part of a Committee meeting.

18.4          Subject to Article 18.5, if a question arises at a Committee meeting or of a sub-committee of the Committee as to the right of a Committee Member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting whose ruling in relation to any Committee Member other than the chairman is to be final and conclusive.

18.5          If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman of the meeting, the question is to be decided by a decision of the Committee Members at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

19          Committee Members' conflicts of interest

19.1          The Committee may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Committee Member which would, if not authorised, involve a Committee Member (an Interested Committee Member) breaching his duty under section 175 of the Act to avoid conflicts of interest (Conflict).

19.2          Any authorisation under this Article 19 will be effective only if:

19.2.1    the matter in question shall have been proposed by any Committee Member for consideration in the same way that any other matter may be proposed to the Committee under the provisions of these Articles or the Rules or in such other manner as the Committee may determine;

19.2.2    any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Committee Member; and

19.2.3    the matter was agreed to without the Interested Committee Member voting or would have been agreed to if the Interested Committee Member's vote had not been counted.

19.3          Any authorisation of a Conflict under this Article 19 may (whether at the time of giving the authorisation or subsequently):

19.3.1    extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;

19.3.2    provide that the Interested Committee Member be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Committee Members or otherwise) related to the Conflict;

19.3.3    provide that the Interested Committee Member shall or shall not be an Eligible Committee Member in respect of any future decision of the Committee Members in relation to any resolution related to the Conflict;

19.3.4    impose upon the Interested Committee Member such other terms for the purposes of dealing with the Conflict as the Committee Members think fit;

19.3.5    provide that, where the Interested Committee Member obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a Committee Member of the Club) information that is confidential to a third party, he will not be obliged to disclose that information to the Club, or to use it in relation to the Club’s affairs where to do so would amount to a breach of that confidence; and

19.3.6    permit the Interested Committee Member to absent himself from the discussion of matters relating to the Conflict at any meeting of the Committee and be excused from reviewing papers prepared by, or for, the Committee Members to the extent they relate to such matters.

19.4          Where the Committee Members authorise a Conflict, the Interested Committee Member will be obliged to conduct himself in accordance with any terms and conditions imposed by the Committee Members in relation to the Conflict.

19.5          The Committee Members may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Committee Member, prior to such revocation or variation, in accordance with the terms of such authorisation.

19.6          A Committee Member is not required, by reason of being a Committee Member (or because of the fiduciary relationship established by reason of being a Committee Member), to account to the Club for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the Committee Members or by the Club in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

20          Company Secretary

20.1          The Committee may appoint any person who is willing to act as the company secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Committee so decide, appoint a replacement, in each case by a decision of the Committee.

Membership & Rules

21          Membership

21.1          The first Members of the Club will be the Committee Members and the subscriber. 

21.2          The Club will, as agent for the Unincorporated Club, extend until 30 September 2013 all rights and benefits of Membership to all persons who, immediately prior to the incorporation of the Club, either:

21.2.1    were members of the Unincorporated Club and who had renewed their membership prior to 30 September 2012; or 

21.2.2    who had become a member of the Unincorporated Club on or after 1st July 2012 and continued to be a member of the Unincorporated Club immediately prior to the incorporation of the Club.

21.3          From 1st October 2012 the Members of the Club shall be such persons as are admitted to Membership in accordance with the Rules and have not ceased to be Members in accordance such Rules.

21.4          Unless otherwise determined by an ordinary resolution, there will be the following classes of membership:

21.4.1    Individual - Any age over 18;

21.4.2    Unwaged/Student (full time);

21.4.3    Distance (for members living at least 100 miles away from the centre of Bristol);

21.4.4    Honorary Life Membership (free membership which shall be restricted to persons who have made a lasting contribution to the benefit of the Club). 

21.5          Nominations for Honorary Life Membership (if any) shall be presented for consideration at an AGM.  Honorary Life Membership shall only be bestowed on a Member, following a vote of the Members at the AGM in favour of the nomination.

22          Rules and Policies

22.1          The Committee may from time to time make, amend or rescind such Rules and Policies as they may deem necessary or expedient for the proper conduct of the Club.  Copies of all Rules and Policies shall be available on the Club’s website.

22.2          In particular, the Committee may make rules relating to:

22.2.1    classes of and conditions of Membership and the rights and responsibilities of Members, and admission to and the conditions of Membership;

22.2.2    the terms on which Members may resign or have their Membership terminated;

22.2.3    subscriptions and other fees or payments to be made by Members;

22.2.4    the conduct of Members in relation to one another and to the Club;

22.2.5    the statements of practice to be adopted by any activity within the Club;

22.2.6    procedures at general meetings, Committee meetings sub-committee meeting in so far as such procedure is not regulated by these Articles;

22.2.7    eligibility to stand as a Committee Member;

22.2.8    filling vacancies on the Committee;

22.3          Any Rule or Policy adopted in accordance with this Article shall be binding on all Members provided that no such rule shall be inconsistent with, or shall affect or alter anything contained in these Articles.

22.4          The Members may by ordinary resolution in general meeting amend or rescind any Rule or Policy and may adopt any new Rule or Policy for the proper conduct of the Club provided that no such Rule or Policy shall be inconsistent with, or shall affect or alter anything contained in, these Articles.

22.5          The Committee shall take all reasonable steps in order to bring the adoption of any new Rule or Policy or any amendment or rescission of any existing Rule or Policy to the attention of Members as soon as reasonably practicable after such adoption, amendment or rescission and at least 14 days prior to the implementation date of the new or amended Rule or Policy.

22.6          Any matter or matter of interpretation not provided for in these Articles shall be dealt with by the Committee, whose majority decision shall be final.

Decision making by members

23          Annual General Meeting (AGM)

23.1          The Club shall hold an AGM in March each year. 

23.2          The Rules shall specify matters to be considered at the AGM.

24          General meetings

24.1          Members are entitled to attend general meetings in person or by authorised representative or by proxy.  General meetings are called on at least 35 days written notice specifying the business to be discussed (and in the case of an AGM that it is such).  The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

24.2          A general meeting may be called at any time by the Committee and must be called in accordance with the Act within 21 days of a written request from at least 5% of the Members for a date falling no later than 28 days after the date of the notice from the Committee convening the meeting.

25          Quorum

25.1          There is a quorum at a general meeting if the number of Members (excluding Committee Members) present in person or by proxy exceed the number Committee Members present.  If the Club has fewer than 10 Members, those Members present in person or through their authorised representatives or by proxy shall constitute a quorum (even if such Members do not outnumber the number of Committee Members present). 

25.2          If within 15 minutes from the time appointed for the holding of a general meeting a quorum is not present, or during the meeting a quorum ceases to be present, the meeting will be adjourned to such other day and at such time as the Committee may determine.  If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting the Members present in person or through their authorised representatives or by proxy shall be a quorum.

25.3          No business other than the appointment of a chair is to be transacted at a general meeting or AGM if no quorum is present.

26          Chair of meeting

26.1          The Chair or (if the Chair is unable or unwilling to do so) some other Committee Member elected by those present shall preside as chair at a general meeting.  The chair may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time and from place to place as the chair shall determine.  A proxy shall not be entitled to be appointed as chair of the meeting.

27          Proxy notices

27.1          The Committee may require proxy notices to be delivered in a particular form, may specify different forms for different purposes and may make Rules governing the appointment of proxies.

28          Voting

28.1          Subject to any provision in the Rules which disenfranchises a Member, on a show of hands or upon a poll every Member present in person or by proxy shall have one vote.

28.2          No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. Any such objection must be referred to the chair of the meeting whose decision is final.

28.3          A resolution put to the vote of a meeting will be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the chair, by at least two Members present in person or through their authorised representatives or by proxy; or by Committee Members.  The Committee may make Rules governing poll votes.

29          Written resolutions

29.1          A written resolution passed in accordance with the Act is as valid as a resolution actually passed at a general meeting (and for this purpose the written resolution may be set out in more than one document).  A written resolution passed under this Article will lapse if not passed before the end of three calendar months beginning with the circulation date (as defined by the Act).

30          Dissolution

30.1          The Club may only be wound-up dissolved following a special resolution of the Members at a general meeting in favour of dissolution.

30.2          If on the winding-up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the Members but shall, as determined by a resolution of the Members, be applied towards the Specific Objects or be transferred to such other organisation or organisations with objects similar to the Specific Objects.

30.3          This Article 30 shall be entrenched and may only be amended in accordance with Article 35.

Expenses

31          Minor Expenses

31.1          Subject to Article 3, The Club may pay any reasonable minor expenses which Members properly incur in connection with organising Club activities.  Members shall not be entitled to have other expenses paid by the Club in connection with their participation in Club activities and events.

31.2          The Committee has absolute discretion to determine whether expenses are reasonable.  If a Member is unsure of whether an item is considered to be a reasonable minor expense, that Member should consult the Committee for guidance.  The Rules or Policies may provide guidance about reasonable minor expenses. 

Administrative arrangements

32          Notices

32.1          Notices, documents, resolutions or information under these Articles may be sent or supplied to Committee Members by hand, or by post or by suitable electronic means.

32.2          The Club may deliver a notice or other document to a Member by:

32.2.1    delivering it personally to the Member;

32.2.2    post or hand delivery to the Member's address shown in the register of Members;

32.2.3    electronic mail to an address notified by the Member in writing; or

32.2.4    by means of a website in accordance with Articles 32.3 and 32.4.

32.3          Notices, resolutions, documents or information may be sent or supplied to Members by means of a website provided that a Member has consented to receive notices, resolutions, documents or information in that way.  A Member will be deemed to have agreed to receive notices, resolutions, documents and information in this way where they have been asked individually by the Club to agree to receive notices, resolutions, documents and information through a website and the Club has not received a response within the period of 28 days beginning with the date on which the Club's request was sent.  A Member is not taken to have so agreed if the Club's request did not state clearly what the effect of a failure to respond would be, or was sent less than 12 months after a previous request was made. 

32.4          Where any notice, resolution, document or other information is to be sent or supplied by means of a website, a Member shall be notified in accordance with Articles 32.2.1, 32.2.2 or 32.2.3 of:

32.4.1    its presence on the website;

32.4.2    the address of the website;

32.4.3    the place on the website where it may be accessed; and

32.4.4    how to access it.  

32.5          Any notice, resolution, document or other information sent or supplied by means of a website shall be deemed to have been received by the Member when the notice, resolution, document or other information is first made available on the website or, if later, when the Member is deemed to have received the notification given under Article 32.4 in accordance with the relevant provisions of 32.6.

32.6          Subject to Article 32.5, any notice given in accordance with these Articles is to be treated for all purposes as having been received:

32.6.1    24 hours after being sent by electronic means or delivered by hand to the relevant address;

32.6.2    two clear days after being sent by first class post to that address;

32.6.3    three clear days after being sent by second class or overseas post to that address;

32.6.4    on being handed to the Member (or, in the case of a member organisation, its authorised representative) personally; or, if earlier

32.6.5    as soon as the Member acknowledges actual receipt. 

32.7          In proving that any notice, document or other information was properly addressed, it shall be sufficient to show that the notice, document or other information was delivered to an address permitted for the purpose by the Act.

32.8          A technical defect in the giving of notice of a meeting of which the Committee Members are unaware at the time does not invalidate decisions taken at that meeting. 

33          Indemnity

33.1          Subject to Article 33.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

33.1.1    each relevant officer shall be indemnified out of the Club's assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer in the actual or purported execution and/or discharge of his duties, or in relation to them including (in each case) any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Club's affairs; and

33.1.2    the Club may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 33.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

33.2          This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law.

34          Insurance

34.1          The Committee Members may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant officer in respect of any relevant loss.

34.2          In this Article companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

Entrenched Provisions, Model Articles and Interpretation

35          Entrenched Provisions

35.1          This Article 35 is entrenched and may only be amended in accordance with the provisions below.

35.2          The entrenched provisions of Article 3 and Article 30 may only be amended by a vote passed by at least 75% the entire Membership at a duly convened general meeting or AGM or by a written resolution duly passed by at least 75% of the entire Membership.  

35.3          This Article may only be amended by:

a vote passed by at least 90% the entire Membership at a duly convened general meeting or AGM or by a written resolution duly passed by at least 90% of the Membership.   

36          Model Articles

The model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to the Club.

37          Interpretation

37.1          In these Articles:

Act: means the Companies Act 2006;

AGM: annual general meeting;

Articles: means the Club's articles of association for the time being in force;

bankruptcy: includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

Business day: means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

Chair: the elected chairman of the Club;

Club: the private company known as the Avon Outdoor Activities Club;

Committee Member: a committee member duly elected in accordance with Article 5 or co-opted in accordance with the Rules;

Conflict: has the meaning given in Article 19.1;

Connected Person: means any person falling within one of the following categories:

(a)                any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Committee Member or Member;

(b)               the spouse or civil partner of any person in (a);

(c)                any other person in a relationship with a Committee Member or Member which may reasonably be regarded as equivalent to that of a spouse or civil partner ;or

(d)               any company, LLP or partnership of which a Committee Member or Member is a paid director, member, partner or employee or a holder of more than 2% of the share capital or capital, and

any person who is a Connected Person in relation to any Committee Member or Member is referred to in these Articles as "Connected" to that Committee Member or Member;

document: includes, unless otherwise specified, any document sent or supplied in electronic form;

electronic form: has the meaning given in section 1168 of the Companies Act 2006;

Eligible Committee Member: means a Committee Member who would be entitled to vote on the matter at a committee meeting (but excluding any Committee Member whose vote is not to be counted in respect of the particular matter);

Interested Committee Member: has the meaning given to it in Article 19.1.

Member and Membership: refer to the members of the Club for the purposes of, and as defined by, the Act and their membership of the Club

ordinary resolution: has the meaning given in section 282 of the Companies Act 2006;

Policies: the various policies of the Club adopted pursuant to Article 22 which apply in the management and operation of the Club;

proxy notice: has the meaning given in Article 27;

relevant loss: means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer's duties or powers in relation to the Club, any associated company or any pension fund or employees' share scheme of the Club or associated company;

relevant officer: means any Committee Member or other officer or former Committee Member or other officer of the Club or an associated Club (including any Club which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act) , but excluding in each case any person engaged by the Club (or associated company) as auditor (whether or not he is also a Committee Member or other officer), to the extent he acts in his capacity as auditor);

Rules: any rules in force for the time being adopted pursuant to Article 22;

special resolution: has the meaning given in section 283 of the Companies Act 2006;

Specific Object: the object listed in Article 2.1

subsidiary: has the meaning given in section 1159 of the Companies Act 2006;

Unincorporated Club: the unincorporated association known as the Avon Outdoor Activities Club which subsisted immediately prior to the incorporation of the Club.

37.2          writing: means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise and includes email. 

37.3          Words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

37.4          Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

37.5          Any reference in the Act to a “director” shall be construed so as to apply to any Committee Member.

37.6          A reference in these Articles to an "article" is a reference to the relevant article of these Articles unless expressly provided otherwise.

37.7          Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:

37.7.1    any subordinate legislation from time to time made under it; and

37.7.2    any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

37.8          Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

 

 

 

 

The Companies Act 2006

Private company limited by guarantee and not having a share capital

Articles of association

of

Avon Outdoor Activities Club

 

Introduction

1             Liability and guarantee

1.1              The liability of the Members is limited.

1.2              Every Member of the Club undertakes to contribute such amount as may be required (not exceeding £1) to the Club's assets if it shall be wound up while he she or it is a Member, or within 1 year after he she or it ceases to be a Member, for payment of the Club's debts and liabilities contracted before he she or it 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.

2             Objects

2.1              Notwithstanding that the Club has unrestricted objects, the specific objects shall include:

2.1.1        providing opportunities for the Members to enjoy and to gain experience in a variety of outdoor pursuits, and to further their ability in such activities in reasonable safety;

2.1.2        encouraging Members to reach high standards of proficiency, develop leadership skills and reach nationally recognised standards in outdoor pursuits.

2.1.3        running the Club for the benefit of the Members on a non-commercial basis and as a not-for-profit organisation.

3             Application of income and property and distribution of profits

3.1              Subject to Article 3.2, the income and property and profits of the Club shall be applied solely towards the promotion of the Club's objects and no portion of it shall be paid or transferred, directly or indirectly:

3.1.1        by way of dividend, bonus or otherwise howsoever by way of profit, to either the Committee or the Members of the Club; or

3.1.2        by way of salary, bonus or other remuneration or monetary benefit to any Committee Member.

3.2              Nothing in Article 3.1shall prevent any payment in good faith by the Club to a Committee Member:

3.2.1        of reimbursement of reasonable out-of-pocket expenses (e.g. postage) and (subject to any provisions in the Rules) of minor expenses, in each case properly incurred in the management and administration of the Club. 

3.2.2        pursuant to an indemnity provided in accordance with these Articles;

3.2.3        a reasonable rent or hiring fee for property let or hired to the Club;

3.2.4        of reasonable and proper remuneration for any services rendered to the Club, provided that:

(a)                the procedures for managing any Conflict of Interest set out in Article 19 have been complied with;

(b)               the services supplied are services supplied by the Committee Member under a contract of employment with his employer (not being the Club); and

(c)                the services supplied are not services supplied by the Committee Member in his or her capacity as a Committee Member.

3.3              Nothing in Article 3.1shall prevent:

3.3.1        any payment by the Club of reasonable and proper premiums in respect of indemnity insurance provided in accordance with these Articles.

3.3.2        the complementary use by Committee Members of Club equipment in accordance with the Rules.

3.4              In this Article, references to a Member or Committee Member include references to any person who is Connected to that Member or Committee Member.

3.5              Articles 3.1 and 3.2 shall be entrenched and may only be amended in accordance with Article 35.

Club Management

4             Committee positions and number of Committee Members

4.1              The Club will be run by an elected Committee.

4.2              The Committee will be made up of the following positions:

4.2.1        Chair;

4.2.2        Treasurer;

4.2.3        Secretary;

4.2.4        Membership Secretary; and

4.2.5        Activities Co-ordinator. 

4.3              The Committee will also comprise such other positions as the set out in the Rules.  The Rules will set out the role of each Committee position.

4.4              Unless otherwise determined by ordinary resolution, the number of Committee Members shall not be subject to any maximum but shall not be less than five.

5             Election of Committee and appointment of Committee Members

5.1              Any Member who is willing to act as a Committee Member may be appointed as a Committee Member by ordinary resolution or by a decision of the Committee.

5.2              Elections to the Committee takes place at the AGM.  All Committee Members will resign at the AGM (but remain in post until 31 March) and may present themselves for re-election.  After being elected, Committee Members take up their role on 1 April and they shall ordinarily continue in office until 31 March in the following year.

5.3              No person shall hold the position of Chair, Secretary or Treasurer for more than three consecutive years.

5.4              A Committee Member may hold no more than one Committee position except that in the event of a position being unfilled, an existing Committee Member may put himself forward for the vacant position with the exception of Chair and Treasurer who may not hold more than one position.  No Committee Member may hold more than two positions.

5.5              All nominations for committee positions shall be given in accordance with the Rules.

5.6              Subject to Article 5.3, if the Club, at the meeting at an AGM, does not fill the vacancy, the retiring Committee Member shall, if willing to act, be deemed to have been reappointed unless at the AGM it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Committee Member is put to the meeting and lost.

6             Termination of appointment

6.1              The Rules may make provisions about the circumstances in which a committee position will be vacated.

7             No Committee

7.1              In any case where, as a result of death or bankruptcy, the Club has no members and no Committee Members, the personal representatives of the last member to have died or to have a bankruptcy order made against him (as the case may be) have the right, by notice in writing, to appoint a natural person, who is willing to act and is permitted to do so, to be a Committee Member.

8             Committee general authority

8.1              Subject to these Articles, the Committee is responsible for the management of the Club’s affairs, for which purpose they may exercise all the powers of the Club.

9             Committee may delegate

9.1              Subject to these Articles, the Committee may delegate any of the powers which are conferred on it under the Articles to such person or sub-committee, by such means (including by power of attorney), to such an extent, in relation to such matters or territories, and on such terms and conditions as the Committee think fit.

9.2              The Committee may revoke any delegation in whole or part, or alter its terms and conditions.

10          Sub-committees

10.1          Sub-committees to which the Committee delegates any of its powers must follow procedures which are based as far as they are applicable on those provisions of these Articles, the Rules and any Policies which govern the taking of decisions by the Committee.

Committee decision making

11          Committee to take decisions collectively

11.1          The general rule about decision-making by the Committee is that any decision of the Committee must be either a majority decision at a meeting or a decision taken in accordance with Article 12.

12          Unanimous decisions

12.1          A decision of the Committee is taken in accordance with this Article when all Eligible Committee Members indicate to each other by any means that they share a common view on a matter.

12.2          Such a decision may take the form of a resolution in writing, where each Eligible Committee Member has signed one or more copies of it, or to which each Eligible Committee Member has otherwise indicated agreement in writing.

12.3          A decision may not be taken in accordance with this Article if the Eligible Committee Members would not have formed a quorum at such a meeting.

13          Voting

13.1          Each Committee position carries one vote at committee meetings.  Where a Committee Member occupies two positions, that Committee Member shall only have one vote.  Where there is job sharing of a position, the Committee Members representing such position shall have one indivisible vote between them.

13.2          If the number of votes for and against a proposal are equal the Chair (or where absent or ineligible, the Vice-Chair) holds the casting vote, unless in respect of a particular meeting (or part of a meeting) the Chair (or Vice-Chair, if applicable) is not an Eligible Committee Member for the purposes of that meeting (or part of a meeting).

14          Calling a committee meeting

14.1          Any Committee Member may call a committee meeting by giving not less than 5 business days’ notice of the meeting (or such lesser notice as a quorum (per Article 16.1) of the Committee Members may agree) to the other Committee Members.

14.2          Notice of any Committee meeting must indicate its proposed date and time, where it is to take place; and if it is anticipated that Committee Members participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

14.3          Notice of a Committee meeting must be given to each Committee Member, but need not be in writing.

14.4          A procedural defect of which the Committee are unaware at the time does not invalidate decisions taken at a meeting.

15          Participation in committee meetings

15.1          Committee Members participate in a committee meeting, or part of a committee meeting, when:

15.1.1    the meeting has been called and takes place in accordance with these Articles, and

15.1.2    they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

15.2          In determining whether Committee Members are participating in a committee meeting, it is irrelevant where any Committee Member is or how they communicate with each other.

15.3          If all the Committee Members participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.

15.4          Committee meetings must be held at least four times each year.  Unless the Committee have resolved otherwise in accordance with the Rules, attendance will be open to all members, though only Committee Members are entitled to vote at a committee meeting.

16          Proceedings of committee meetings

16.1          Subject to Article 16.2, the quorum for the transaction of business at a committee meeting is five Committee Members representing at least five committee positions (including either the Chair or Vice-Chair).

16.2          The Chair, or in his absence the Vice-Chair will chair committee meetings. 

16.3          If neither the Chair or the Vice-Chair is participating in a committee meeting within 15 minutes of the time at which it was to start, the participating Committee Members must appoint one of themselves to chair it. 

16.4          Any decision taken by at an inquorate committee meeting shall not be binding upon the committee, unless such decision is subsequently ratified by the Committee.

16.5          For the purposes of any meeting (or part of a meeting) held pursuant to Article 19 to authorise a Committee Member's conflict, if there is only three Eligible Committee Member in office other than the conflicted Committee Member(s), the quorum for such meeting (or part of a meeting) shall be one Eligible Committee Member.

16.6          If the total number of Committee Members in office for the time being is less than the quorum required, the Committee Members must not take any decision other than a decision:

16.6.1    to appoint further Committee Members; or

16.6.2    to call a general meeting so as to enable the members to appoint further Committee Members.

17          Records of decisions to be kept

17.1          The Committee must ensure that the Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Committee.  Where decisions of the Committee are taken by electronic means, such decisions shall be recorded by the Committee Members in permanent form, so that they may be read with the naked eye.

Transactions with the Club and Conflicts

18          Transactions or other arrangements with the Club

18.1          Subject to Article 18.2, if a proposed decision of the Committee Members is concerned with an actual or proposed transaction or arrangement with the Club in which a Committee Member is interested, that Committee Member is not to be counted as participating in the decision-making process for quorum or voting purposes.

18.2          A Committee Member who is interested in an actual or proposed transaction or arrangement with the Club is to be counted as participating in the decision-making process for quorum and voting purposes when:

18.2.1    the Club by ordinary resolution disapplies the provisions of the Articles which would otherwise prevent a Committee Member from being counted as participating in the decision-making process; or

18.2.2    the Committee Member’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

18.2.3    the Committee Member's conflict of interest arises from arrangements pursuant to which benefits are made available to Committee Member under any of Articles 3.2.1{C}{C} to 3.3.2{C}{C}.

18.3          For the purposes of Articles 18.1 to 18.5, references to proposed decisions and decision-making processes include any Committee meeting or part of a Committee meeting.

18.4          Subject to Article 18.5, if a question arises at a Committee meeting or of a sub-committee of the Committee as to the right of a Committee Member to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting whose ruling in relation to any Committee Member other than the chairman is to be final and conclusive.

18.5          If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman of the meeting, the question is to be decided by a decision of the Committee Members at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

19          Committee Members' conflicts of interest

19.1          The Committee may, in accordance with the requirements set out in this Article, authorise any matter or situation proposed to them by any Committee Member which would, if not authorised, involve a Committee Member (an Interested Committee Member) breaching his duty under section 175 of the Act to avoid conflicts of interest (Conflict).

19.2          Any authorisation under this Article 19 will be effective only if:

19.2.1    the matter in question shall have been proposed by any Committee Member for consideration in the same way that any other matter may be proposed to the Committee under the provisions of these Articles or the Rules or in such other manner as the Committee may determine;

19.2.2    any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Committee Member; and

19.2.3    the matter was agreed to without the Interested Committee Member voting or would have been agreed to if the Interested Committee Member's vote had not been counted.

19.3          Any authorisation of a Conflict under this Article 19 may (whether at the time of giving the authorisation or subsequently):

19.3.1    extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;

19.3.2    provide that the Interested Committee Member be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the Committee Members or otherwise) related to the Conflict;

19.3.3    provide that the Interested Committee Member shall or shall not be an Eligible Committee Member in respect of any future decision of the Committee Members in relation to any resolution related to the Conflict;

19.3.4    impose upon the Interested Committee Member such other terms for the purposes of dealing with the Conflict as the Committee Members think fit;

19.3.5    provide that, where the Interested Committee Member obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a Committee Member of the Club) information that is confidential to a third party, he will not be obliged to disclose that information to the Club, or to use it in relation to the Club’s affairs where to do so would amount to a breach of that confidence; and

19.3.6    permit the Interested Committee Member to absent himself from the discussion of matters relating to the Conflict at any meeting of the Committee and be excused from reviewing papers prepared by, or for, the Committee Members to the extent they relate to such matters.

19.4          Where the Committee Members authorise a Conflict, the Interested Committee Member will be obliged to conduct himself in accordance with any terms and conditions imposed by the Committee Members in relation to the Conflict.

19.5          The Committee Members may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Committee Member, prior to such revocation or variation, in accordance with the terms of such authorisation.

19.6          A Committee Member is not required, by reason of being a Committee Member (or because of the fiduciary relationship established by reason of being a Committee Member), to account to the Club for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the Committee Members or by the Club in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

20          Company Secretary

20.1          The Committee may appoint any person who is willing to act as the company secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Committee so decide, appoint a replacement, in each case by a decision of the Committee.

Membership & Rules

21          Membership

21.1          The first Members of the Club will be the Committee Members and the subscriber. 

21.2          The Club will, as agent for the Unincorporated Club, extend until 30 September 2013 all rights and benefits of Membership to all persons who, immediately prior to the incorporation of the Club, either:

21.2.1    were members of the Unincorporated Club and who had renewed their membership prior to 30 September 2012; or 

21.2.2    who had become a member of the Unincorporated Club on or after 1st July 2012 and continued to be a member of the Unincorporated Club immediately prior to the incorporation of the Club.

21.3          From 1st October 2012 the Members of the Club shall be such persons as are admitted to Membership in accordance with the Rules and have not ceased to be Members in accordance such Rules.

21.4          Unless otherwise determined by an ordinary resolution, there will be the following classes of membership:

21.4.1    Individual - Any age over 18;

21.4.2    Unwaged/Student (full time);

21.4.3    Distance (for members living at least 100 miles away from the centre of Bristol);

21.4.4    Honorary Life Membership (free membership which shall be restricted to persons who have made a lasting contribution to the benefit of the Club). 

21.5          Nominations for Honorary Life Membership (if any) shall be presented for consideration at an AGM.  Honorary Life Membership shall only be bestowed on a Member, following a vote of the Members at the AGM in favour of the nomination.

22          Rules and Policies

22.1          The Committee may from time to time make, amend or rescind such Rules and Policies as they may deem necessary or expedient for the proper conduct of the Club.  Copies of all Rules and Policies shall be available on the Club’s website.

22.2          In particular, the Committee may make rules relating to:

22.2.1    classes of and conditions of Membership and the rights and responsibilities of Members, and admission to and the conditions of Membership;

22.2.2    the terms on which Members may resign or have their Membership terminated;

22.2.3    subscriptions and other fees or payments to be made by Members;

22.2.4    the conduct of Members in relation to one another and to the Club;

22.2.5    the statements of practice to be adopted by any activity within the Club;

22.2.6    procedures at general meetings, Committee meetings sub-committee meeting in so far as such procedure is not regulated by these Articles;

22.2.7    eligibility to stand as a Committee Member;

22.2.8    filling vacancies on the Committee;

22.3          Any Rule or Policy adopted in accordance with this Article shall be binding on all Members provided that no such rule shall be inconsistent with, or shall affect or alter anything contained in these Articles.

22.4          The Members may by ordinary resolution in general meeting amend or rescind any Rule or Policy and may adopt any new Rule or Policy for the proper conduct of the Club provided that no such Rule or Policy shall be inconsistent with, or shall affect or alter anything contained in, these Articles.

22.5          The Committee shall take all reasonable steps in order to bring the adoption of any new Rule or Policy or any amendment or rescission of any existing Rule or Policy to the attention of Members as soon as reasonably practicable after such adoption, amendment or rescission and at least 14 days prior to the implementation date of the new or amended Rule or Policy.

22.6          Any matter or matter of interpretation not provided for in these Articles shall be dealt with by the Committee, whose majority decision shall be final.

Decision making by members

23          Annual General Meeting (AGM)

23.1          The Club shall hold an AGM in March each year. 

23.2          The Rules shall specify matters to be considered at the AGM.

24          General meetings

24.1          Members are entitled to attend general meetings in person or by authorised representative or by proxy.  General meetings are called on at least 35 days written notice specifying the business to be discussed (and in the case of an AGM that it is such).  The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

24.2          A general meeting may be called at any time by the Committee and must be called in accordance with the Act within 21 days of a written request from at least 5% of the Members for a date falling no later than 28 days after the date of the notice from the Committee convening the meeting.

25          Quorum

25.1          There is a quorum at a general meeting if the number of Members (excluding Committee Members) present in person or by proxy exceed the number Committee Members present.  If the Club has fewer than 10 Members, those Members present in person or through their authorised representatives or by proxy shall constitute a quorum (even if such Members do not outnumber the number of Committee Members present). 

25.2          If within 15 minutes from the time appointed for the holding of a general meeting a quorum is not present, or during the meeting a quorum ceases to be present, the meeting will be adjourned to such other day and at such time as the Committee may determine.  If at such adjourned meeting a quorum is not present within 15 minutes from the time appointed for holding the meeting the Members present in person or through their authorised representatives or by proxy shall be a quorum.

25.3          No business other than the appointment of a chair is to be transacted at a general meeting or AGM if no quorum is present.

26          Chair of meeting

26.1          The Chair or (if the Chair is unable or unwilling to do so) some other Committee Member elected by those present shall preside as chair at a general meeting.  The chair may, with the consent of a meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time and from place to place as the chair shall determine.  A proxy shall not be entitled to be appointed as chair of the meeting.

27          Proxy notices

27.1          The Committee may require proxy notices to be delivered in a particular form, may specify different forms for different purposes and may make Rules governing the appointment of proxies.

28          Voting

28.1          Subject to any provision in the Rules which disenfranchises a Member, on a show of hands or upon a poll every Member present in person or by proxy shall have one vote.

28.2          No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid. Any such objection must be referred to the chair of the meeting whose decision is final.

28.3          A resolution put to the vote of a meeting will be decided on a show of hands unless before or upon the declaration of the result of the show of hands a poll is demanded by the chair, by at least two Members present in person or through their authorised representatives or by proxy; or by Committee Members.  The Committee may make Rules governing poll votes.

29          Written resolutions

29.1          A written resolution passed in accordance with the Act is as valid as a resolution actually passed at a general meeting (and for this purpose the written resolution may be set out in more than one document).  A written resolution passed under this Article will lapse if not passed before the end of three calendar months beginning with the circulation date (as defined by the Act).

30          Dissolution

30.1          The Club may only be wound-up dissolved following a special resolution of the Members at a general meeting in favour of dissolution.

30.2          If on the winding-up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, it shall not be paid to or distributed among the Members but shall, as determined by a resolution of the Members, be applied towards the Specific Objects or be transferred to such other organisation or organisations with objects similar to the Specific Objects.

30.3          This Article 30 shall be entrenched and may only be amended in accordance with Article 35.

Expenses

31          Minor Expenses

31.1          Subject to Article 3, The Club may pay any reasonable minor expenses which Members properly incur in connection with organising Club activities.  Members shall not be entitled to have other expenses paid by the Club in connection with their participation in Club activities and events.

31.2          The Committee has absolute discretion to determine whether expenses are reasonable.  If a Member is unsure of whether an item is considered to be a reasonable minor expense, that Member should consult the Committee for guidance.  The Rules or Policies may provide guidance about reasonable minor expenses. 

Administrative arrangements

32          Notices

32.1          Notices, documents, resolutions or information under these Articles may be sent or supplied to Committee Members by hand, or by post or by suitable electronic means.

32.2          The Club may deliver a notice or other document to a Member by:

32.2.1    delivering it personally to the Member;

32.2.2    post or hand delivery to the Member's address shown in the register of Members;

32.2.3    electronic mail to an address notified by the Member in writing; or

32.2.4    by means of a website in accordance with Articles 32.3 and 32.4.

32.3          Notices, resolutions, documents or information may be sent or supplied to Members by means of a website provided that a Member has consented to receive notices, resolutions, documents or information in that way.  A Member will be deemed to have agreed to receive notices, resolutions, documents and information in this way where they have been asked individually by the Club to agree to receive notices, resolutions, documents and information through a website and the Club has not received a response within the period of 28 days beginning with the date on which the Club's request was sent.  A Member is not taken to have so agreed if the Club's request did not state clearly what the effect of a failure to respond would be, or was sent less than 12 months after a previous request was made. 

32.4          Where any notice, resolution, document or other information is to be sent or supplied by means of a website, a Member shall be notified in accordance with Articles 32.2.1, 32.2.2 or 32.2.3 of:

32.4.1    its presence on the website;

32.4.2    the address of the website;

32.4.3    the place on the website where it may be accessed; and

32.4.4    how to access it.  

32.5          Any notice, resolution, document or other information sent or supplied by means of a website shall be deemed to have been received by the Member when the notice, resolution, document or other information is first made available on the website or, if later, when the Member is deemed to have received the notification given under Article 32.4 in accordance with the relevant provisions of 32.6.

32.6          Subject to Article 32.5, any notice given in accordance with these Articles is to be treated for all purposes as having been received:

32.6.1    24 hours after being sent by electronic means or delivered by hand to the relevant address;

32.6.2    two clear days after being sent by first class post to that address;

32.6.3    three clear days after being sent by second class or overseas post to that address;

32.6.4    on being handed to the Member (or, in the case of a member organisation, its authorised representative) personally; or, if earlier

32.6.5    as soon as the Member acknowledges actual receipt. 

32.7          In proving that any notice, document or other information was properly addressed, it shall be sufficient to show that the notice, document or other information was delivered to an address permitted for the purpose by the Act.

32.8          A technical defect in the giving of notice of a meeting of which the Committee Members are unaware at the time does not invalidate decisions taken at that meeting. 

33          Indemnity

33.1          Subject to Article 33.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:

33.1.1    each relevant officer shall be indemnified out of the Club's assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer in the actual or purported execution and/or discharge of his duties, or in relation to them including (in each case) any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Club's affairs; and

33.1.2    the Club may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 33.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.

33.2          This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law.

34          Insurance

34.1          The Committee Members may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant officer in respect of any relevant loss.

34.2          In this Article companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

Entrenched Provisions, Model Articles and Interpretation

35          Entrenched Provisions

35.1          This Article 35 is entrenched and may only be amended in accordance with the provisions below.

35.2          The entrenched provisions of Article 3 and Article 30 may only be amended by a vote passed by at least 75% the entire Membership at a duly convened general meeting or AGM or by a written resolution duly passed by at least 75% of the entire Membership.  

35.3          This Article may only be amended by:

a vote passed by at least 90% the entire Membership at a duly convened general meeting or AGM or by a written resolution duly passed by at least 90% of the Membership.   

36          Model Articles

The model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to the Club.

37          Interpretation

37.1          In these Articles:

Act: means the Companies Act 2006;

AGM: annual general meeting;

Articles: means the Club's articles of association for the time being in force;

bankruptcy: includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

Business day: means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;

Chair: the elected chairman of the Club;

Club: the private company known as the Avon Outdoor Activities Club;

Committee Member: a committee member duly elected in accordance with Article 5 or co-opted in accordance with the Rules;

Conflict: has the meaning given in Article 19.1;

Connected Person: means any person falling within one of the following categories:

(a)                any spouse, civil partner, parent, child, brother, sister, grandparent or grandchild of a Committee Member or Member;

(b)               the spouse or civil partner of any person in (a);

(c)                any other person in a relationship with a Committee Member or Member which may reasonably be regarded as equivalent to that of a spouse or civil partner ;or

(d)               any company, LLP or partnership of which a Committee Member or Member is a paid director, member, partner or employee or a holder of more than 2% of the share capital or capital, and

any person who is a Connected Person in relation to any Committee Member or Member is referred to in these Articles as "Connected" to that Committee Member or Member;

document: includes, unless otherwise specified, any document sent or supplied in electronic form;

electronic form: has the meaning given in section 1168 of the Companies Act 2006;

Eligible Committee Member: means a Committee Member who would be entitled to vote on the matter at a committee meeting (but excluding any Committee Member whose vote is not to be counted in respect of the particular matter);

Interested Committee Member: has the meaning given to it in Article 19.1.

Member and Membership: refer to the members of the Club for the purposes of, and as defined by, the Act and their membership of the Club

ordinary resolution: has the meaning given in section 282 of the Companies Act 2006;

Policies: the various policies of the Club adopted pursuant to Article 22 which apply in the management and operation of the Club;

proxy notice: has the meaning given in Article 27;

relevant loss: means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer's duties or powers in relation to the Club, any associated company or any pension fund or employees' share scheme of the Club or associated company;

relevant officer: means any Committee Member or other officer or former Committee Member or other officer of the Club or an associated Club (including any Club which is a trustee of an occupational pension scheme (as defined by section 235(6) of the Act) , but excluding in each case any person engaged by the Club (or associated company) as auditor (whether or not he is also a Committee Member or other officer), to the extent he acts in his capacity as auditor);

Rules: any rules in force for the time being adopted pursuant to Article 22;

special resolution: has the meaning given in section 283 of the Companies Act 2006;

Specific Object: the object listed in Article 2.1

subsidiary: has the meaning given in section 1159 of the Companies Act 2006;

Unincorporated Club: the unincorporated association known as the Avon Outdoor Activities Club which subsisted immediately prior to the incorporation of the Club.

37.2          writing: means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise and includes email. 

37.3          Words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

37.4          Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

37.5          Any reference in the Act to a “director” shall be construed so as to apply to any Committee Member.

37.6          A reference in these Articles to an "article" is a reference to the relevant article of these Articles unless expressly provided otherwise.

37.7          Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of:

37.7.1    any subordinate legislation from time to time made under it; and

37.7.2    any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

37.8          Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.