Articles of Association of TDLTC Ltd
From Tennis
AND
THE COMPANIES ACT 1989
__________
A COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
__________
ARTICLES OF ASSOCIATION
OF
THAMES DITTON LAWN TENNIS CLUB LIMITED
PRELIMINARY
1. (A) The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 do not apply to the company.
INTERPRETATION
(B) In these articles:
- “the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force.
- “the articles” means the articles of the company.
- “clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
- “the club” means Thames Ditton Lawn Tennis Club.
- “the committee” means the Committee of Management (consisting of the Directors of the Company) for the time being of the club which is referred to in the Byelaws as the Council.
- “executed” includes any mode of execution.
- “office” means the registered office of the club.
- “secretary” means the secretary of the club or any other person appointed to perform the duties of the secretary of the club, including a joint, assistant or deputy secretary.
- “the United Kingdom” means Great Britain and Northern Ireland.
(C) Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act or in the Companies Act 1989 but excluding any statutory modification thereof not in force when these articles become binding on the club. Any references in these articles to any statute or statutory provision shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force. In these articles the masculine includes the feminine and, where appropriate, the singular includes the plural.
MEMBERS
2. (A) The subscribers to the memorandum of association of the club and such other persons as are admitted to membership in accordance with the articles shall be Members of the club. No person shall be admitted a Member of the club unless he is approved by the committee. Every person who wishes to become a Member must be over 18 years of age and proposed by one Member of the club and seconded by another (to both of whom he must be personally known) and shall deliver to the club an application for membership in such form as the committee require, signed by him. The categories of membership shall be decided by the committee and set out in the Bye Laws.
(B) The annual and other subscriptions and entrance fee (if any) are to be such as the committee from time to time prescribe. The Committee may provide either generally or as respects any particular Member for payment of annual subscriptions by instalments.
(C) Subject to the express provisions of the articles and to the memorandum of association and to any rules or bye-laws made by the committee, for the time being in force, all Members of the club are entitled, at all such times as the club is open, to use all the premises and property of the club in common, and to be supplied, at such charges as the committee from time to time determine, with whatever meals refreshments, things and services are provided by the club for the use of its Members.
(D) The committee may admit children of Members or wards of Members who make written application for such status to be Junior Associate Members of the club. Junior Associate Members shall not as such be Members of the club for the purposes of the Act or of these articles. Junior Associate Members shall receive such privileges and shall be subject to such obligations (as to the payment of subscriptions or otherwise) as are laid down by the committee from time to time and/or fixed at general meeting.
3. (A) A Member may at any time withdraw from the club by giving at least seven clear days’ written notice to the club. Membership shall not be transferable and shall cease on death.
(B) The committee may at their discretion terminate the membership of any Member or Junior Associate but the requirements of natural justice shall be respected and a Member or Junior Associate shall be entitled to be heard in his own defence by the committee or a sub-committee thereof.
GENERAL MEETINGS
4. All general meetings other than annual general meetings shall be called extraordinary general meetings.
5. The committee may call general meetings and, on the requisition of Members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If there are not within the United Kingdom sufficient Members of the committee to call a general meeting any Member of the committee or any Member of the club may call a general meeting.
NOTICE OF GENERAL MEETINGS
6. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a Member of the committee shall be called by at least twenty one clear days’ notice. All other extraordinary general meetings shall be called by at least fourteen clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:
- (a) in the case of an annual general meeting, by all the Members entitled to attend and vote thereat; and
- (b) in the case of any other meeting by a majority in number of the Members having a right to attend and vote being a majority together holding not less than ninety five per cent of the total voting rights at the meeting of all the Members.
The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. The notice shall be given to all the Members, to the Members of the committee and to the auditors.
7. 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.
PROCEEDINGS AT GENERAL MEETINGS
8. No business shall be transacted at any meeting unless a quorum is present. Twenty-six persons entitled to vote upon the business to be transacted, each being a Member or a proxy for a Member, shall be a quorum.
9. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the committee may determine and if at the adjourned Meeting a quorum is not present within half an hour from the time appointed for the Meeting, the Meeting shall be dissolved.
10. The chairman, if any, of the committee or in his absence some other Member of the committee nominated by the committee shall preside as chairman of the meeting, but if neither the chairman nor such other Member of the committee (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Members of the committee present shall elect one of their number to be chairman and, if there is only one Member of the committee present and willing to act, he shall be chairman.
11. If no member of the committee is willing to act as chairman, or if no Member of the committee is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chairman.
12. A Member of the committee shall, notwithstanding that he is not a Member, be entitled to attend and speak at any general meeting.
13. The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
14. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
- (a) by the chairman; or
- (b) by at least two Members having the right to vote at the meeting; or
- (c) by a Member or Members representing not less than one tenth of the total voting rights of all the Members having the right to vote at the meeting;
- and a demand by a person as proxy for a Member shall be the same as a demand by the Member.
15. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting 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.
16. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
17. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
18. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
19. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
20. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days’ notice shall be given specifying the time and place at which the poll is to be taken.
21. A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Members.
VOTES OF MEMBERS
22. On a show of hands every Member present in person shall (subject to article 2(B)) have one vote. On a poll every Member present in person or by proxy shall have one vote.
23. DELETED
24. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
25. An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the committee may approve):
“………….Limited
I/We, , of, being a member/members of the above named company, hereby appoint, of, or failing him,, of , ,as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.....…………..20 , and at any adjournment thereof.
Signed on.......………………...20 .”
26. Where it is desired to afford Members an opportunity of instructing the proxy how he shall act the instrument appointing a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the committee may approve)
“ …………Limited
I/We, , of, being a member/members of the above named company, hereby appoint, or failing him, of, as my/our proxy to vote in my/our name[s] and on my/our behalf at the annual/extraordinary general meeting of the company to be held on.........………….20 , and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:
Resolution No 1 *for *against
Resolution No 2 *for *against.
- Strike out whichever is not desired.
Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.
Signed this day of...………………....20 .”
27. The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the committee may:
- (a) be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out
by the club in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or
- (b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or
- (c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Member of the committee;
- and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.
28. A vote given or poll demanded by proxy shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the club at the office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.
NUMBER OF MEMBERS OF THE COMMITTEE
29. Unless otherwise determined by ordinary resolution, the number of Members of the committee shall not exceed fifteen and shall not be less than five.
POWERS OF THE COMMITTEE
30. Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the club shall be managed by the committee who may exercise all the powers of the club. No alteration of the memorandum or articles and no such direction shall invalidate any prior act of the committee which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the committee by the articles and a meeting of committee at which a quorum is present may exercise all powers exercisable by the committee.
31. Without prejudice to the generality of article 30, the Committee may exercise all the powers of the club to borrow money, and to mortgage or charge its undertaking, property, and uncalled capital, or any part thereof, and to issue debentures, debenture Stock, and other securities whether outright or as security for any debt, liability or obligation of the club or of any third party.
32. The committee may, by power of attorney or otherwise, appoint any person to be the agent of the club for such purposes and on such conditions as they determine including authority for the agent to delegate all or any of his powers.
DELEGATION OF POWERS OF THE COMMITTEE
33. The committee may delegate any of their powers to any sub-committee consisting of one or more Members of the committee or other Members of the club. They may also delegate to any Member of the committee holding an executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the committee may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a sub-committee with two or more Members shall be governed by the articles regulating the proceedings of the committee so far as they are capable of applying.
APPOINTMENT AND RETIREMENT OF MEMBERS OF THE COMMITTEE
34.
- (A) A Member of the committee shall not be required to vacate his office and no person shall be ineligible for appointment or re-appointment as a Member of the committee by reason of his attaining the age of 70 or any other age.
- (B) At the first annual general meeting of the club all the Members of the committee shall retire from office, and at every subsequent annual general meeting.
35. The election (or re-election, as the case may be) of Members of the committee shall take place in the following manner:
- (A)Members of the club may propose and second any other Member to serve as a Member of the committee, having previously received his assent.
- (B) The name of each Member so nominated, together with the names of his proposer and seconder must be sent in writing signed by all three of them to the secretary at least 28 days before the annual general meeting.
- (C) A list of the candidates’ names and position on the committee in alphabetical order, with the proposers’ and seconders’ names, must be posted in a conspicuous place in each club-house of the club for at least 21 days before the annual general meeting.
- (D) Balloting lists must be prepared (if necessary) containing only the names of the candidates in alphabetical order.
- (E) Each Member present at the annual general meeting (in person or by proxy) and qualified to vote may vote for any number of candidates not exceeding the number of vacancies (this is subject to article 2(B)).
- (F) If insufficient candidates are nominated, the committee may elect a Member or Members to fill the remaining vacancy or vacancies.
- (G) If any candidate declines to serve after being elected, the candidate who has the next largest number of votes shall be deemed to be elected.
- (H) If two or more candidates obtain an equal number of votes but all of them cannot be regarded as elected within the number of vacancies being contested, the committee must select by lot from such candidates the candidate or candidates who is or are to be elected.
- (I)In the event that no candidate is proposed in the relevant timescale, a candidate may be proposed and seconded at the meeting subject to a vote that they be elected.
36. Subject as aforesaid, the club may by ordinary resolution elect a Member of the club who is willing to act to be a Member of the committee to fill a vacancy.
37. The committee may appoint a Member of the club who is willing to act to be a Member of the committee, to fill a casual vacancy, provided that the appointment does not cause the number of Members of the committee to exceed any number fixed by or in accordance with the articles as the maximum number of Members. Any Member of the committee so appointed must retire at the next following annual general meeting.
DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE COMMITTEE
38. The office of a Member of the committee shall be vacated if:
- (a) he ceases to be a Member of the committee by virtue of any provision of the Act or he becomes prohibited by law from being a Member of the committee; or
- (b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
- (c) he is, or may be, suffering from mental disorder and either:
- (i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or
- (ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
- (d) he resigns his office by notice to the club;
- (e) he ceases to be a Member of the club; or
- (f) he shall for more than six consecutive months have been absent without permission of the committee from meetings of the committee held during that period and the committee resolve that his office be vacated.
REMUNERATION OF MEMBERS OF THE COMMITTEE
39. The Members of the committee shall be entitled to such remuneration for services rendered to the Company as the club may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.
EXPENSES OF MEMBERS OF THE COMMITTEE
40. The Members of the committee may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of the committee or sub-committees thereof or general meetings or separate meetings of the holders of debentures of the club or otherwise in connection with the discharge of their duties.
APPOINTMENTS AND INTERESTS OF MEMBERS OF THE COMMITTEE
41. Subject to the provisions of the Act, the committee may appoint one or more of their number to an executive office under the club and may enter into an agreement or arrangement with any Member of the committee for his employment by the club or for the provision by him of any services outside the scope of the ordinary duties of a Member of the committee. Any such appointment, agreement or arrangement may be made upon such terms as the committee determine and they may remunerate any such Member of the committee for his services as they think fit.
42. Any appointment of a Member of the committee to an executive office under article 41 shall terminate if he ceases to be a Member of the committee but without prejudice to any claim to damages for breach of the contract of service between the Member of the committee and the club.
43. Subject to the provisions of the Act, and provided that he has disclosed to the committee the nature and extent of any material interest of his, a Member of the committee notwithstanding his office:
- (a) may be a party to, or otherwise interested in, any transaction or arrangement with the club or in which the club is otherwise interested;
- (b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the club or in which the club is otherwise interested; and
- (c) shall not, by reason of his office, be accountable to the club for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
44. For the purposes of article 43:
- (a) a general notice given to the committee that a Member of the committee is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Member of the committee has an interest in any such transaction of the nature and extent so specified; and
- (b) an interest of which a Member of the committee has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
GRATUITIES AND PENSIONS OF MEMBERS OF THE COMMITTEE
45. The committee may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Member of the committee who has held but no longer holds any executive office or employment with the club or with any body corporate which is or has been a subsidiary of the club or a predecessor in business of the club or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
PROCEEDINGS OF THE COMMITTEE
46. Subject to the provisions of the articles, the committee may regulate their proceedings as they think fit. A Member of the committee may, and the secretary at the request of a Member of the committee shall, call a meeting of the committee.
47. It shall not be necessary to give notice of a meeting of the committee to a Member of the committee who is absent from the United Kingdom unless the Member has provided their address. Questions arising at a 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.
48. The quorum for the transaction of the business of the committee may be fixed by the committee and unless so fixed at any other number shall be five (subject to the provisions of article 29).
49. The continuing Members of the committee or a sole continuing Member of the committee may act notwithstanding any vacancies in their number, but, (subject to the provisions of article 29) if the number of Members of the committee is less than the number fixed as the quorum, the continuing Member of the committee may act only for the purpose of filling vacancies or of calling a general meeting.
50. The Members of the Club may elect one of the Members of the committee to be the chairman of the committee. Unless he is unwilling to do so, the Member of the committee so appointed shall preside at every meeting of the committee at which he is present. But if there is no Member of the committee holding that office, or if the Member of the committee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Members of the committee present may appoint one of their number to be chairman of the meeting.
51. All acts done by a meeting of the committee, or of a sub-committee thereof, or by a person acting as a Member of the committee shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Member of the committee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Member of the committee and had been entitled to vote.
52. A resolution in writing signed by all the Members of the committee entitled to receive notice of a meeting of the committee or of a sub-committee thereof shall be as valid and effectual as if it had been passed at a meeting of the committee or (as the case may be) a sub-committee thereof duly convened and held and may consist of several documents in the like form each signed by one or more Members of the committee.
53. Without prejudice to the first sentence of article 46, a meeting of the committee or of a sub-committee thereof may consist of a conference between Members of the committee or sub-committee who are not all in one place, but of whom each is able (directly or by telephonic communication) to speak to each of the others simultaneously.
54. A person taking part in a conference as described in article 53 shall be deemed to be present in person at the meeting and shall be entitled to vote or be counted in a quorum accordingly. Such a meeting shall be deemed to take place where the largest group of those participating in the conference is assembled, or, if there is no such group, where the chairman of the meeting then is. The word “meeting” in these articles shall be construed accordingly.
55. A Member of the committee may vote in that capacity on any resolution concerning any contract or arrangement in which he is interested or upon any matter arising thereout, and if he shall so vote his vote shall be counted and he shall be reckoned in estimating a quorum when any such contract or arrangement is under consideration.
56. The club may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the articles prohibiting a Member of the committee (or, as the case may be, sub-committee) from voting at a meeting of the committee or a sub-committee thereof.
57. If a question arises at a meeting of the committee or of a sub-committee thereof as to the right of a Member of the committee or sub-committee to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Member of the committee or sub-committee other than himself shall be final and conclusive.
SECRETARY
58. Subject to the provisions of the Act, the secretary shall be an elected Member of the committee. As an alternative a secretary who is not an elected Member of the committee may be appointed by the Members of the Club for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
MINUTES
59. The committee shall cause minutes to be made in books kept for the purpose—
- (a) of all appointments of officers made by the committee; and
- (b) of all proceedings at meetings of the club, and of the committee, and of sub-committees thereof, including the names of the Members of the committee or sub-committee present at each such meeting.
THE SEAL
60. DELETED.
ACCOUNTS AND DIVIDENDS
61.
- The committee shall cause accounting records to be kept in accordance with Sections 221 and 222 of the Act.
- 61.1 The accounting records shall be kept at the registered office of the Company or, subject 227 of the Act, at such other place or places at the Committee thinks fit, and shall always be open to the inspection of the officers of the Company.
- 61.2 The committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books for the Company or any of them shall be open to the inspection of Members not being Members of the committee and no Member (not being a Member of the committee) shall have the right of inspecting any account or book or document of the Company except as conferred by statue or authorised by the committee or by the Company in general meeting.
- 61.3 The committee shall from time to time in accordance with Sections 238 to 242 of the Act cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those Sections.
- 61.4 A copy of every balance sheet (including every document required by law to be annexed to it) which is to be laid before the Company in general meeting together with a copy of the auditor’s report and the committee’s report, shall not less than 14 days before the date of the meeting be sent to every Member of the Club provided that this article shall not require a copy of those documents to be sent to any person of whose address the Company is not aware.
- 61.5 Once at least in every year the accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors.
- (B) The income and property of the club shall be applied solely towards the promotion of its objects as set forth in its Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend or bonus to the Members.
NOTICES
62. Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the committee need not be in writing.
63. The club may give any notice to a Member either personally or by sending it by post in a prepaid envelope addressed to the Member at his registered address, by leaving it at that address or by posting it in a conspicuous place in each club-house of the club.
64. A Member present, either in person or by proxy, at any meeting of the club shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
65. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
INDEMNITY
66. Subject to the provisions of the Act but without prejudice to any indemnity to which a Member of the committee may otherwise be entitled, every Member of the committee or other officer or auditor of the club shall be indemnified out of the assets of the club against:
- (a) any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the club; and
- (b) all losses or liabilities incurred by him in or about the execution and discharge of the duties of his office.
RULES AND BYE-LAWS
67. The committee shall have power from time to time to make, alter and repeal all such rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the club and may include therein provisions defining privileges and benefits accruing to Members, the election or appointment of a President and other officers and the rights and privileges attaching to such offices, the admission and retirement of Members and associates and the conditions attached thereto and the basis on which their privileges and benefits may be terminated, and the subscriptions and entrance or other fees payable, and shall adopt such means as they deem sufficient to bring to the notice of the Members of the club all such rules or bye-laws, alterations, and repeals, and all such rules or bye-laws so long as they shall be in force shall be binding upon all Members of the club, Provided however that no rule or bye-law may be inconsistent with, or repeal, anything contained in the Memorandum or Articles of Association of the club and any rule or bye-law may be set aside by an ordinary resolution of the Members of the club.
DISSOLUTION
68. Clause 8 of the memorandum of association relating to the winding-up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these articles.
NAMES, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
Signed in the presence of:-
Brian Hugh Holmes, Little Mardyke, Sendhill, Send, Surrey, GU23 7HT
Lance Thomas Garrett, West House, Weston Green Road, Thames Ditton, Surrey KT7 OHY
Paul Randolph, Deepfield, Giggs Hill Green, Thames Ditton, Surrey KT7 OBT
Pamela Mary Newman, 3 Southborough Road, Surbiton, Surrey KT6 6JN
Peter John Newman, 3 Southborough Road, Surbiton, Surrey KT6 6JN
Marianne House, 46 Kingsmead Avenue, Sunbury, TW16 5HJ
Paul Johnson, 7 Claremont Close, Hersham, KT12 4RP
Joanna Karen Theresa Randolph, Deepfield, Giggs Hill Green, Thames Ditton, Surrey KT7 OBT
Michael James Simpson, 67 Esher Road, East Molesey, Surrey KT8 OAQ
Anne Simpson, 67 Esher Road, East Molesey, Surrey KT8 OAQ
Martin Paul House, 46 Kingsmead Avenue, Sunbury, TW16 5HJ
DATED the
