MEMORANDUM AND ARTICLES OF ASSOCIATION OFKINGS LYNN ANGLING ASSOCIATION LIMITED
A Company Limited by Guarantee
MEMORANDUM OF ASSOCIATION V4 Feb 2013
Each subscriber of this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
Name of each subscriber Authentication by each subscriber
Kelvin Allen .....................................................
Ashley Brown .....................................................
Mark Harding .....................................................
Darren Reed …..................................................
Peter Greenwood ....................................................
Darrell Watkin ....................................................
ARTICLES OF ASSOCIATIONCOMPANIES ACT 2006PRIVATE COMPANY LIMITED BY GUARANTEE KINGS LYNN ANGLING ASSOCIATION LIMITED
1. PRELIMINARY AND INTERPRETATION
1.1 The Company's name is "Kings Lynn Angling Association Limited".
1.2 The Company's registered office is: 19 Pingles Road 19 Pingles Road North Wotton King's Lynn PE30 3RW
1.3 The model articles of association for private companies limited by guarantee contained in Schedule 2 to the Companies (Model Articles) Regulations 2008 (SI 2008 No 3229) (the "Model Articles") shall apply to the Company save in so far as they are excluded or modified hereby and such Model Articles and the articles set out below shall be the Articles of Association of the Company.
1.4 In these Articles of Association:“the Act” means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force;“address”, in relation to electronic communications, includes any number or address used for the purposes of such communications;"AGM" means an annual general meeting of the company held in accordance with Article 6;“the articles” means the Articles of Association of the company;“Byelaws” means the byelaws made or amended at General Meetings (or by way of written resolution) which are to be read in conjunction with these articles;“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;“communication” means the same as in the Electronic Communications Act 2000;"the company" means "Kings Lynn Angling Association Limited";“electronic communication” means the same as in the Electronic Communications Act 2000;“executed” includes any mode of execution;“office” means the registered office of the company;"permit holder" means a holder of a permit;"permit" means a permit for use of the company's angling facilities as issued by the company under and subject to the byelaws;“the seal” means the common seal of the company;“secretary” means the secretary of the company or any other person appointed to perform the duties of the secretary of the company, including a joint, assistant or deputy secretary.
1.5 Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these articles become binding on the company.
1.6 The headings used in these articles are for convenience only and shall be ignored in construing the language or meaning of these articles.
1.7 In these articles unless the context otherwise requires references to nouns in the plural form shall be deemed to include the singular and vice versa.
2.1 The company’s objects are:
a. to provide facilities for and promote participation in the amateur sport of angling on the waters under its control and elsewhere;
b. the acquisition of the assets of the unincorporated association known as the "Kings Lynn Angling Association";
c. the acquisition (by purchase, lease or other suitable arrangement) of waters for the purposes of angling;
d. the preservation and improvement of the waters under its control;
e. the creation where reasonably practical of new aids and facilities for, and the development and training of, disabled anglers – young and old, male and female;
f. the promotion of a responsible and moderate approach to angling and respect for and conservation of the environment;
g. the promotion and organisation of educational, sporting and social events;
h. the promotion of the interests of angling and anglers;
i. the doing of all such other things as are incidental or conducive to the attainment of the above objects.
3. USE OF SURPLUSES AND ASSETS
3.1. Any surplus income or profits shall be reinvested in the company and used to further its objects. No surpluses or assets shall be distributed to members or third parties.
4. MEMBERS AND PERMITS
4.1 Every member who (being an individual) is present in person or (being a corporation) is present by a duly authorised representative (unless the representative is himself a member, in which case he shall have more than one vote) shall have one vote.
4.2 The first members of the company shall be the subscribers to the Memorandum of Association of the company.
4.3 After incorporation other persons admitted to membership in accordance with these articles shall be members of the company. Model Article 21 shall not apply to the company. After incorporation no person shall become a member of the company unless-
a. that person is a permit holder and has been nominated by an existing member of the company;
b. that person has completed an application for membership in a form approved by the directors; and
c. the directors have approved the application.
4.4 A membership certificate shall be issued to each member.
4.5 Members and permit holders shall comply with the byelaws.
4.6 There shall be added to Model Article 22 the following:-"(4) The Directors shall have the power to terminate a person's membership of the company for good cause such as failing to comply with the byelaws, conduct or character prejudicial to the company or likely (in the opinion of the Directors) to bring the company or sport into disrepute provided that:-
a. any such termination shall be notified and explained in writing to the relevant member; and
b. the member has been given a reasonable opportunity to defend and justify themselves either in writing or by appearing before a meeting of the Directors of the Company.
Any appeal against such termination shall be considered by the Directors."
4.7 The company shall keep permits at levels that will not pose a significant obstacle to people participating. Permits shall be open to anyone interested in the sport of angling on application regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. However limitation of issue of permits according to available facilities is allowable on a non-discriminatory basis.
4.8 The Directors shall have the power to refuse to issue permits, or to remove and revoke permits, for good cause such as failing to comply with the byelaws, conduct or character prejudicial to the company or likely (in the opinion of the Directors) to bring the company or sport into disrepute provided that:-
a. any such refusal or removal shall be notified and explained in writing to the relevant permit holder; and
b. the permit holder has been given a reasonable opportunity to defend and justify themselves either in writing or by appearing before a meeting of the Directors of the Company. Any appeal against refusal or removal shall be considered by the Directors.
4.9 Permits shall lapse if not renewed each year by payment of the annual subscription by the due date, as specified in the byelaws.
5.1 There shall be no fewer than two Directors of the company nor more than four Directors. The first Directors of the Company shall be Mr Ashley Brown, Mr Darrell Watken and Mr Peter Greenwood.
5.2 Model Article 17(1) shall not apply to the company. Any person who is willing to act as a director, and is permitted by law to do, may be appointed to be a director by ordinary resolution of the members of the company provided that:-
a. such person is a member of the company;
b. such person is nominated to be a director by another member of the company; and
c. a notice containing the particulars of such person necessary for the company's register of Directors are circulated to the members not less than two clear days before any general meeting at which the appointment is to be considered (or such notice is supplied with the written resolution proposing the appointment, as the case may be).
5.3 Notwithstanding Article 5.2 in the event that the number of Directors falls to one then the remaining Director shall be entitled to appoint one Director provided such new Director is a member of the Company.
5.4 The following shall be added to Model Article 18:- "
(g) that person ceases to be a member of the company;
(h) that person shall for more than six consecutive months have been absent without permission of the other Directors of the company from meetings of the Directors held during that period and the members resolve by ordinary resolution that his office be vacated."
a. Model Article 12 shall not apply to the company.
b. At the first General Meeting of the Company and then at each subsequent AGMof the Company the members of the company shall appoint one of the Directors to be Chairman ("Chairman"). Such director receiving the most number of votes from members of the company shall be appointed Chairman. In the case of an equality of votes the Chairman appointed at the last AGMshall have a casting vote.
c. The Chairman appointed at the AGM shall hold office as Chairman of both Directors meetings and general meetings until the appointment of a further Chairman at the following AGM.
d. If the Chairman does not attend a meeting of the Directors or general meeting within ten minutes of the time at which such meeting was to start, the directors must appoint one of themselves to chair the meeting in the Chairman's absence.
e. If the Chairman fails to attend more than three subsequent meetings (being either directors meetings or general meetings of the company) then the members may appoint a further director to hold office as Chairman until the appointment of the new Chairman at the following AGMof the company. Such director receiving the most number of votes from members of the company shall be appointed Chairman.
5.6 The Directors may delegate any of their powers to the members of the company as they see fit. Questions and decisions taken by members on matters so delegated to them by the directors shall be decided by majority of votes of members. For the avoidance of doubt, in the case of equality of votes at a general meeting regarding such delegated matters, the Chairman shall have a casting vote in accordance with Article 188.8.131.52 All acts done by a meeting of the members or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any member or of any Director 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 in office and had been entitled to vote.
6. GENERAL MEETINGS, RESOLUTIONS AND BYE-LAWS
6.1 No business shall be transacted at any general meeting of the company unless a quorum is present. Six members entitled to vote including two Directors shall be a quorum.
6.2 The company must hold a general meeting as its AGM in each calendar year and in any event no later than the third week in May.
6.3 The agenda for the AGM shall be available at the company's registered office no later than 14 days before the AGM.
6.4 The AGM shall:-
a. receive an annual report from the Directors;
b. receive the Financial Statements of the company;
c. appoint the Chairman for the forthcoming year;
d. at the conclusion of the matters on the agenda and at the discretion of the Chairman, consider any other matters requested by members present.
6.5 The members shall hold a general meeting at least once each calendar month. The Directors:
a. may call additional general meetings as they see fit; and
b. on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene a general meeting in accordance with the provisions of the Act.
6.6 The Byelaws shall be adopted or amended only by a resolution of the members of the company passed by not less than two-thirds of the total number of members including the agreement of at least two Directors at a general meeting of the company or by way of written resolution.
6.7 Model Article 26(1) shall not apply to the company.
6.8 Model Article 25 shall not apply to the company. The Chairman appointed in accordance with Article 5.5 above shall, if the numbers of votes for and against a proposal are equal at a general meeting, have a casting vote. But this does not apply if, in accordance with the Articles, the Chairman is not to be counted as participating in the decision-making process for quorum or voting purposes.
6.9 Save as otherwise provided by the articles, no member shall vote at any meeting on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the company. For the purposes of this regulation, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the company), connected with a Director shall be treated as an interest of the Director. If a question arises as to the right of a member 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 other than himself shall be final and conclusive. A member shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
7. REMUNERATION AND EXPENSES
7.1 Model Article 19(2) shall not apply to the company. The Directors are entitled to such remuneration as the members shall by ordinary resolution determine for the directors services to the company and for any other service which they undertake for the company.
8. ACCOUNTS AND AUDIT
8.1 The company’s accounting period shall run from 1st April to 31st March each year.
9.1 Subject to the provisions of the Act but without prejudice to any indemnity to which a Director may otherwise be entitled, every Director or other member acting on behalf of the company with the authority of the Directors shall be indemnified out of the assets of the company against 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 company.
10. WINDING UP
10.1 If upon the winding up or dissolution of the company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the company but shall be given or transferred to a registered Community Amateur Sports Club (CASC), a registered charity or an angling governing body for use by them in related community sports. Such organisation (or organisations) shall be determined by the members of the company at or before the time of dissolution.