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Contents |
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Interpretation | |||||
Objects | |||||
Shares | |||||
Forfeiture and Lien | |||||
Transfer Of Shares | |||||
Membership | |||||
Subscriptions | |||||
Rights Of Members | |||||
Resignation Of Membership | |||||
Expulsion | |||||
General Meetings | |||||
Proceedings At General Meetings |
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The name of the Company is "THE WELHOLME LAWN TENNIS CLUB, LIMITED" operating as 'Grimsby Tennis Centre' |
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The registered office of the Company will be situated in England. |
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3 | The objects for which the Company is established are: -
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4 | The Liability of the Members is Limited. |
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5 | The capital of the Company is Five Hundred Pounds, divided into Five Hundred Ordinary Shares of One Pound each, with power to increase or reduce the same. |
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(Adopted by Special Resolution passed on the 1st day of March, 2004) |
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Interpretation | |||||||||||
1 | In these Articles
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2 | Regulations 11,24,47,48,49,52 to 60, 62, 67, 69, 75, 76, 77, 79 to 83, 88 to 93, 95, 98 to 102, 107 to 110 and 113 to 131 and 135 of Table A shall not apply to the Club but the Articles hereinafter contained and the remaining Articles of Table A subject to the modifications hereinafter expressed shall constitute the regulations of the Club. |
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Objects | |||||||||||
3 | The Club is established for the purposes expressed in the Memorandum
of Association. |
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Shares | |||||||||||
4 | The capital of the Club at the date of the adoption of these Articles is £500 divided into 500 shares of £1 each. |
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5 | The shares shall be at the disposal of the Directors, and they may (subject to the provisions of the Act) allot, grant options over or otherwise dispose of them to such persons on such terms and conditions and at such times as they think fit. |
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Forfeiture and Lien | |||||||||||
6 | The club shall have a first and paramount lien on every share registered in the name of a Member (whether solely or jointly with others) for all moneys (whether presently payable or not) due by him or his estate, either alone or jointly with any other person, to the Club; but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Club's lien, if any, on a share shall extend to all dividends payable thereon. | ||||||||||
Transfer Of Shares | |||||||||||
7 | The Directors may in their absolute discretion and without assigning any reason therefore, decline to register any transfer of any share whether or not it is a fully paid share. | ||||||||||
Membership | |||||||||||
8 | All persons who are at the date of the adoption of these Articles hold at least one share in the Club and have paid a subscription to the Club within the previous twelve months shall be regarded as duly elected Members of the Club. |
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9 |
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Subscriptions | |||||||||||
10 | The annual Subscriptions payable by Members of the Club shall be such as the Directors may from time to time prescribe. The Directors may fix a special rate for House Members. Annual subscriptions shall be payable in advance on the 1st May in each year. Every new Member shall be liable to pay a full year's subscription to the following 30th April no matter what date he shall be elected a Member, unless the Directors resolve that a special rate is to apply. |
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Rights Of Members | |||||||||||
11 | Subject to the express provisions of these Articles and to the Memorandum of Association and to any byelaws for the time being in force made by the Directors of the Club as hereinafter provided
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Resignation Of Membership | |||||||||||
12 | Any Member wishing to resign his membership of the Club shall give notice in writing of his intention so to do addressed to the Secretary and deposited at the registered office of the Club before the 30th day of April in any year failing which such Member shall be liable to pay the submission for the next year. |
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Expulsion | |||||||||||
13 | In the event of a Subscription of any Member being in arrears four months, his name may be posted on the Club notice board, and if his subscription be not paid within one month thereafter, the Directors may expropriate his share or shares in the Club in accordance with Article 15 and he shall thereupon cease to have any right or interest in the Club but without prejudices to his then existing liability. |
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14 | If any Member shall be guilty of conduct which in the opinion of the Directors is injurious to the character of the Club or objectionable in any respect or shall be convicted on indictment of any criminal offence or shall be adjudged a bankrupt or shall make any compositions or arrangement with his creditors, the Directors may expropriate his share or shares in the Club in accordance with Article 15 and he shall thereupon cease to have any right or interest in the Club but without prejudice to his then existing liability |
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15 | If any Member shall die or resign or if any case for expropriation shall arise under Article 13 or Article 14 the Directors may at any time thereafter resolve that the share or shares of the Member in question be compulsorily transferred without payment to such person as the Directors shall designate. Any Director designated by the Directors is hereby irrevocably appointed the attorney of the Member in question or his personal representatives with full power to execute complete and deliver in the name and on behalf of the share or shares of the Member in question to the person designated by the Directors as aforesaid. On tending a transfer executed as aforesaid the person designated as aforesaid shall be entitled to insist upon his name being entered in the Register of Members as holder by transfer of the said share or shares. |
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General Meetings | |||||||||||
16 | The Club shall in each year hold a general meeting as its annual general meeting in addition to any other meeting in that year, and shall specify the meeting as such in the notices calling it; and not more that fourteen months shall elapse between the date of one annual general meeting of the Club and that of the next. The annual general meeting shall be held at such time and place, as the Directors shall appoint. |
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17 | All general meetings other that the annual general meeting shall be called extraordinary general meetings. |
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18 |
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Proceedings At General Meetings | |||||||||||
19 | All business shall be deemed special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of accounts, balance sheets, and the ordinary reports of the Directors and auditor or auditors, the election of officers and of Directors in place of those retiring by rotation, and the fixing of the remuneration of the auditor or auditors. |
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20 | No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Save as herein otherwise provided ten Members personally present shall be a quorum. |
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21 | If within half an hour from the time appointed for the meeting a quorum of Members is not present, the meeting if convened on the requisition of Members shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same time and place; and if at the adjourned meeting a quorum of Members is not present within half an hour of the time appointed for the meeting, the Members present shall be a quorum. |
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22 | The Chairman of Directors and failing him the vice-Chairman shall preside as Chairman at every general meeting of the Club. |
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23 | If here is no such Chairman, or if at any meeting he is not present within fifteen minutes of the time of holding the same, the Members present shall choose someone of their own number who is a Director, to be Chairman of the meeting, and if there shall be no Director present, then the Members shall choose any one of their number to be Chairman of the meeting. | ||||||||||
24 | The Chairman may, with the consent of the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. |
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25 | At any general meeting, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by at least five of the Members personally present, a declaration by the Chairman that a resolution has or has not been carried and an entry to that effect in the book of proceedings of the Club, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution. |
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26 | If a poll is demanded in manner aforesaid the same shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. |
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27 | Every Member of the Club shall have the right at attend general meetings of the Club. Every Member of the Club entitled to vote shall on a show of hands have one vote and on a poll shall have one vote no matter how many shares he may hold except that, in the case of equality of votes, whether on a show of hands or a poll the Chairman shall have a second or casting vote. |
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28 | On a poll votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer. The instrument appointing a proxy shall be deposited at the registered office of the Club not less than forty-eight hours before the time of holding the meeting at which the person named in such instrument proposes to vote. |
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Directors | |||||||||||
29 | The Directors of the Club at the date of the adoption of these Articles were:-
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30 | Unless otherwise determined by the Club in general meeting the number of the Directors shall not be less than five nor more than nine. |
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31 | At the annual general meeting of the Club in every year one third of the Directors for the time being or, if this number is not three or a multiple of three, then the nearest number in excess of one third shall retire from office. |
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32 | The Directors to retire in every year 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. A retiring Director shall be eligible for re-election. |
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33 | No person shall be eligible for election to the office of Director at any general meeting unless he is a Member of the Club and not less than seven nor more than twenty one days before the date appointed for the meeting there shall have been left at the registered office of the Club notice in writing, signed by two Members duly qualified to attend and vote at the meeting for which such notices is given of their intention to propose and second such person for election and also notice in writing signed by that person of this willingness to be elected. |
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34 | The Directors may at any time appoint any Member to be a Director to fill a casual vacancy. Any Director so appointed shall hold office until only the next following annual general meeting and shall then be eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at such meeting. |
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35 | No Director or officer of the Club shall receive any remuneration for his services in the capacity of Director or officer but nothing herein contained shall be deemed to prohibit the payment to any Director or Officer of travelling or hotel expenses incurred by him when engaged on the business of the Club. |
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36 | There shall not be any age limit for Directors and accordingly sub-sections (1) to (6) of Section 185 of the Act shall not apply to the Club. |
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37 | Directors shall not require a share qualification. |
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38 | The office of a Director shall be vacated-
(a) If he ceases to be a Member of the Club |
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39 | The Directors may meet together for the despatch 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 have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meting of 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. |
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40 | The quorum necessary for the transactions of the business of the Directors may be fixed by the Directors, and unless so fixed shall be five. |
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41 | The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the Club as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Club, but for no other purpose. |
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42 | The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office; but, if no such Chairman is elected, or if at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. |
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Powers And Duties Of Directors | |||||||||||
43 |
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44 | The Directors of the Club shall exercise all such powers and do all such things as may be exercised by or done by the Club, save such as are by these Articles or by any statute for the time being in force required to be exercised by or done by the Club in General Meeting. |
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45 | The Directors of the Club may issue debentures, debenture stock, bonds or obligations of the Club at any time, or in any form or manner, and for any amount, and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge of all or any of the property of the Club, whether present or future, or on bonds or debentures secured by trust deed or otherwise or not secured as they may think fit. |
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46 | The Directors of the Club may from time to time delegate any of their powers to such committee or committees, consisting of one or more Member or Members of the Club, and not necessarily a Director or Directors as they shall think fit to appoint and may recall or revoke any such delegation or appointment. Provided that no committee concerned with the purchase for the Cub or with the supply by the Club of intoxicating liquor shall include any Members who are not Directors. Any committee shall, in the exercise of the powers so delegated, conform to any regulations that may be prescribed by the Directors. |
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47 | Sub-clauses (2), (3), and (4) of Regulation 84 of Table A Part I shall not apply to the Company but the following sub-clause shall be submitted therefore: - "Subject to the provisions of Section 199 of the Act a Director may contract with and participate in the profits of any contract or arrangement with the Club as if he were not a Director. Subject as aforesaid a Director may be counted in the quorum and vote in respect of his appointment to any office or place of profit in the Club or of the terms thereof." |
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Byelaws | |||||||||||
48 | (1) The Directors of the Club shall have power from time to time to make alter and repeal all such byelaws as they deem necessary or expedient or convenient for the proper conduct and management of the Club, and in particular, but not exclusively, they may by such byelaws regulate: -
(2) The Directors shall adopt such means as they deem sufficient to bring to the notice of Members of the Club all such byelaws, alterations and repeals and all such byelaws, so long as they shall be in force shall be binding
upon all Members of the Club. Provided nevertheless, that no byelaws shall be inconsistent with, or shall affect or repeal anything contained in the memorandum or articles of association of the Club and that any byelaws may be set aside by a special resolution of a general meeting of the Club. |
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Profits | |||||||||||
49 | No dividends shall be declared or paid on the shares and the profits shall be retained and utilized for the purposes of furthering the objects and activities of the Club in such manner as the Directors may from time to time determine. |
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Secretary | |||||||||||
50 | The Secretary of the Club shall be appointed by the Directors upon such terms and conditions as they think fit and the Directors shall have power to terminate any such appointment and to fill a vacancy in the office. |
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Audit | |||||||||||
51 | An Auditor or Auditors shall be appointed and their duties regulated in accordance with the Act or any statutory modification thereof for the time being in force. |
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Seal | |||||||||||
52 | The Directors shall provide for the safe custody of the Common Seal of the Club. The Seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Directors. Every instrument to which the seal shall be affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director. |
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Dissolution | |||||||||||
53 | Upon liquidation of the Club, after satisfaction of all its debts and liabilities, any surplus thereafter shall be applied for other Community Amateur Sports Clubs, registered Charities in the Grimsby area or The Lawn Tennis Association in London. |
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Notices | |||||||||||
54 | A notice may be given by the Club to any Member either personally or by sending it by post to him or her at his or her registered address. Where a notice is sent by post service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and shall be deemed to have been effected at the time at which the letter would be delivered in the ordinary course of post. |
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Date of Incorporation | |||||||||||
The 16th day of January 1972 |
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Welholme Lawn Tennis Club Limited
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