The Companies Act 1985 to 1989
Company Limited By Guarantee and Not Having a Share Capital
ARTICLES OF ASSOCIATION
THE ROUGH-STUFF FELLOWSHIP LIMITED
1.1 In this Constitution the following words shall have the following meaning:
"Act" means the Companies Act 1985 and any modifications thereto and for the time being in force, to the extent that there may be a conflict between the provisions herein and the Act, the Act shall prevail;
"Company" means The Rough-Stuff Fellowship Limited;
"By-laws" mean those rules and regulations of the Company developed by the Executive Committee with regard to the day to day administration of the Company. In the event of conflict between the By-laws and this Constitution, the meaning as conveyed in the constitution shall prevail.
"Article" in the Constitution means also condition therein;
"Chairman" means the person elected by the Annual General Meeting to act as the Chairman of General Meetings and of the Executive Board.
"Clear Days" in relation to the period of notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is received;
"Constitution" means the Memorandum and Articles of Association of the Company, including any modifications thereto as shall be in force from time to time;
"Executive Committee" means the members for the time elected to the Executive Committee as described in Article 6 below, and shall be deemed to include any Sub-Committee authorised to transact the business of the Executive Committee;
"Executive Member" means any member of the Executive Committee;
"Rough-Stuff Cycling" means traversing the rougher and less beaten ways, by cycle, either individually, in informal groups or as part of an organised event, in order to enhance enjoyment and appreciation of the countryside;
"Member/s" mean Full, Family and Honorary Life members as defined at Article 2.1 below, referred to collectively.
"Officer" means any person authorised to act on behalf of the company, including any Director, Executive Member, Elected Officer, any member of any Sub-Committee or Working Parties, servant, voluntary official, or other officer of the Company.
"Sub-Committee" means, subject to the provisions set out in this Constitution, any sub-committee established by the Directors or Executive Committee, to which they may delegate certain powers, which is accountable to the body that formed it, and inherits the same responsibilities as the body that formed it.
"Subscriptions" mean the annual amount payable by the Members to the Company and determined in accordance with Article 2.2 herein and/or any relevant By-laws that may from time to time be in force;
"The Rough-Stuff Journal" means the official journal of the Company published six times per annum, or as the Directors may otherwise prescribe;
"Working Party" means any temporarily constituted group set up by the Directors, Executive Committee or one of its Sub-Committees to report to the forming body on a specific matter.
1.2 Unless the context otherwise requires, words or expressions contained in this Constitution bear the same meaning as in the Act but excluding any statutory modification of it not in force when this Constitution becomes binding on the Company. In the event of any disagreement arising. as to the interpretation of any parts of this Constitution or any By-laws made hereunder, a decision of the Directors shall be binding until the next General Meeting of the Company, at which time any such decision may be ratified by the meeting or else by any such necessary amendment made to the Constitution in accordance with Article 14.
1.3 Unless the context otherwise requires, words importing the singular number shall include the plural and vice-versa; persons shall include body corporate and partnerships; references to any gender shall include all genders and references to any agreement or other instrument shall be deemed to include references to such agreement or other instrument as varied or replaced from time to time.
2.1 Classes of Membership
The following classes of membership shall exist and are open to any individual considered by the Executive Committee to have a genuine interest in Rough-Stuff Cycling pursuant to the following membership descriptions:
(i) Full Membership is available to persons who have attained the age of 18 years.
(ii) Family Membership is available to persons who reside at the same address as a Full Member.
(iii) Honorary Life Membership is available to those persons considered by the Executive Committee to have given exceptional service to the Company or its objects and who have accordingly been granted Honorary Life Membership by the Annual General Meeting.
2.2.1 Each Member shall pay annually to the Company a subscription to be determined annually by the Directors and subject to ratification at the next Annual General Meeting.
2.2.2 Subscriptions shall be renewable each year in the anniversary month in which they were first paid. Members will receive a renewal notice with the Rough-Stuff Journal preceding this, and if necessary a reminder with the following Rough-Stuff Journal. Members who fail to renew their subscription within one month of this reminder will be deemed to have lapsed their membership.
2.2.3 An Honorary Life Member, and also the spouse or partner of the Honorary Life Member who is also a Full or Family Member at the time when the honorary life membership is conferred and who is resident at the same address, shall be exempt from paying the subscription. For the purposes of Articles 2.4 and 2.5, the spouse or partner of an Honorary Member shall, if taking advantage of this exemption, be deemed to be a Family Member.
2.3 Conditions of Membership
2.3.1 Any person desiring to subscribe for membership of the Company shall:
(i) Forward to the New Membership Secretary of the Company the appropriate, completed, signed application for membership, which shall be in such terms as the Executive Committee shall require from time to time and as may be set out in the By-laws; and
(ii) Forward one year's subscription and such further information as shall be requested from time to time by the Executive Committee; and
(iii) Agree to support the aims and objectives of the Company and to abide by the terms and conditions of membership as set out in this Constitution and any By-laws or other rules of the Company including any modifications therefore, that may be in force from time for time or determined by the Members of the Company in General Meetings; and
(iv) Except in the case of a member under 18 years of age, agree to contribute an amount not exceeding one pound to the Company's assets if it should be wound up while he is a Member or within one year after he ceases to be a Member; and
(v) Include a declaration that the applicant has a genuine interest in Rough-Stuff Cycling.
2.3.2 The General Secretary, Assistant General Secretary or New Membership Secretary shall examine applications, notifying applicants of their admission to membership subject to the payment of the requisite fee and transmit to the Editor their names and addresses for publication in the Rough-Stuff Journal.
2.3.3 Any objection to the admission of any member will be made in writing to the General Secretary, stating the reasons, and this will be considered at the next Executive Committee Meeting, their decision thereon being final. All disputes concerning the status of any person subscribing or wishing to subscribe to the Company for membership shall be referred to the Executive Committee whose decision shall be final. The Executive Committee shall have the right to decline the membership of the Company to any person without assigning any reason.
2.3.4 Membership shall not be transferable and shall cease on death.
2.4 Rights of Members
2.4.1 A Member shall be entitled to:
(i) Receive a certificate of membership of the Company;
(ii) Receive a membership card setting out the category of membership together with a membership number which shall remain the same for so long as a member remains a member of the Company;
(iii) Be under the protection and cover of the Company insurance policy from time to time in force;
(iv) Participate in events organised by the Company including the annual Easter meet;
2.4.2 A Full Member shall be entitled to receive a copy of each issue of the Rough-Stuff Journal.
2.5 Collective Correspondence to Family Members
A Family Member shall accept that all correspondence including notices, reports and accounts, whether published in the Rough-Stuff Journal or delivered separately, which is addressed to a Full Member or an Honorary Member resident at the same address shall be deemed also to be addressed to him, unless otherwise stated.
2.6 No Pecuniary Advantage
A Member shall accept that he may gain no pecuniary advantage by virtue of his position in the Company other than such payments as the officers of the Company are authorised to make.
3. RETIREMENT AND DISCIPLINE OF MEMBERS
3.1 Any Member of the Company desiring to resign his membership shall signify such desire in writing to the Renewals Secretary of the Company. The Member's name shall then be removed from the membership register which shall signify the immediate cessation of membership of the Company. The Member shall not be entitled to any rebate of his subscription upon resignation.
3.2 Any Member whose annual subscription remains unpaid following the grace period defined in Article 2.2 shall cease to be a Member of the Company and shall forfeit all rights in and claims upon the Company unless the Executive Committee suspend the operation of this provision as regards any particular Member on such terms as it at its discretion may determine.
3.3 The Company shall be entitled to suspend the membership of, expel or require the resignation of, any Member whose conduct in the opinion of the Executive Committee, or any Sub Committee convened to decide the matter, has proved, or is likely to prove, prejudicial to the good standing of the Company or to the attainment of its objectives, or who has broken any rules of the Company, or whose conduct has brought the Company into disrepute.
3.4 The Executive Committee shall be entitled to institute a disciplinary procedure in accordance with article 3.6 upon becoming aware of any conduct referred to in Article 3.3
3.5 A disciplinary procedure in accordance with Article 3.6 shall be invoked if the General Secretary receives a complaint in writing of any conduct referred to in Article 3.3 and determines that the complaint merits consideration. If the General Secretary is of the view that the complaint does not merit further action then the matter shall be immediately dismissed, such decision shall be final unless further allegations of a similar nature are received.
3.6 A disciplinary procedure shall be constituted in accordance with the following principles:
(i) At first instance the Executive Committee shall hear the evidence of the respective parties and reach a decision on the matter.
(ii) Both the complainant and the respondent shall have a right to put their case in writing and draw such evidence as they feel relevant to the attention of the Executive Committee.
(iii) There shall be a right of appeal to a General Meeting which shall have a discretion as to whether it wishes to hear orally from the complainant and the respondent. The decision of the General Meeting shall be final.
(iv) All complaints and allegations shall be treated in the strictest confidence by all parties (including but not limited to the Executive Committee or any Sub-Committee thereof, the complainant and the respondent) and disclosure of any such complaint or allegation shall be limited to the extent necessary to carry out a thorough, fair and impartial investigation and to ensure that any procedure instituted shall comply with the general principles of natural justice.
3.7 Any Member requested to resign membership of the Company must do so within 7 days. If notice of resignation is not received within 7 days such Member shall be expelled by the Executive Committee and cease to be a Member of the Company.
3.8 Any Member expelled in accordance with this Constitution, or otherwise ceasing to be a Member of the Company, shall forfeit all rights to or claims upon the Company or any return of fees paid and shall remain liable for any outstanding fees or charges due as at the date of expulsion or cessation of membership or any other financial loss suffered by the Company as a result of the conduct for which he was disciplined.
4. GENERAL MEETINGS
4.1 The Directors may call General Meetings. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.
4.2 On the requisition of Members pursuant to the provisions of the Act, the Directors shall within 28 days convene an Extraordinary General Meeting in the same manner as would normally be done. If the Directors do not proceed to convene a meeting within 28 days of the deposit of the requisition, the requisitioners or a majority of them may themselves convene a meeting as long as any such meeting takes place within three months of the date of deposit of the requisition.
4.3 An Extraordinary General Meeting must be convened by the Directors on the requisition of not less than 10% (ten per cent) of the Members having at the date of deposit of the requisition a right to vote at General Meetings. Any requisition made by members to convene an Extraordinary General Meeting must state the objects of the meeting, be signed by the requisitionists and addressed to the General Secretary.
4.4 Notwithstanding Article 4.3 the Directors shall consider any request to convene an Extraordinary General Meeting signed by at least twenty-five Members having the right to vote at General Meetings at the date of deposit of the request, which is in the form of the requisition described at Article 4.3
4.5 At least 21 Clear Days before every General Meeting, notice shall be given specifying the place, the day and hour of the meeting, the general nature of the business to be transacted, and any resolutions proposed, including any resolution to appoint a person as Director. Notice shall be given to the Members in the manner stated in Article 3 herein, or in such other manner, if any, as may be prescribed by the Company in a General Meeting.
4.6 The Directors shall use their best endeavours to publish a notice of an Annual General Meeting and notice of all resolutions proposed for consideration at an Annual General Meeting, including any resolution appointing a person as Director, and all amendments, in the last issue of The Rough-Stuff Journal which shall immediately precede the Annual General Meeting of the Company. Notice in such a form shall be deemed to comply with Articles 4.5 and 13, except as otherwise required by the Act.
4.7 A proposal for a resolution at a General Meeting, including any resolution appointing a person as Director, shall:
(i) Be signed by a proposer and seconder who shall be current Members of the Company with an entitlement to vote, or else be proposed by the Directors; and
(ii) Be written in nondiscriminatory terms and be in accordance with the provisions of the Act and the Constitution; and
(iii) In the case of an Annual General Meeting, be received by the General Secretary of the Company (or a designated deputy as shall be notified to the Members), at least 12 weeks before the due date of the meeting, or such other period as provides sufficient time for the resolution to be advertised in accordance with paragraph 4.6, or as may be specified in the By-laws.
4.8 Any item of business capable of being considered at an Annual General Meeting shall be included in the agenda if it is proposed by two Members in the same manner as prescribed in Article 4.7
4.9 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.
5. PROCEEDINGS AT GENERAL MEETINGS
5.1 No business shall be transacted at any General Meeting unless a quorum of not less than 10 members entitled to vote is present at the commencement of such business.
5.2 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned, to be reconvened to the earliest practicable date possible (in which case the appropriate notice procedure shall apply) being within 3 months of the date of the original meeting, and if at such adjourned meeting a quorum is not present, the meeting shall stand dissolved.
5.3 The Chairman, or in his absence a person nominated for the time being by the Directors, shall preside as Chairman of the meeting. In the absence of any such person, the meeting may elect its Chairman.
5.4 The Chairman may, with the consent of the meeting, adjourn any 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.
5.5 An Annual General Meeting shall include consideration of the minutes of the previous Annual General Meeting, the reports of the Directors and of the Executive Officers, the accounts, the report of the Auditors, and the election of officers.
5.6 A proposal to introduce an item of business to the agenda of any General Meeting that requires immediate discussion shall if proposed and seconded be tabled to the meeting for acceptance onto the agenda by the Chairman of the meeting. The meeting may then decide on the proposal to accept the item onto the agenda. If any such item is accepted on to the agenda, then it shall be termed Emergency Business and shall be considered by the meeting subject to the provisions herein, except as to notice, unless otherwise required by the Act.
5.7 Every Member present shall have one vote and no more. On a show of hands, every Member present may vote, and in the event of a poll any vote by proxy shall be taken into account. In the case of an equality of votes and in any other event the Chairman of any General Meeting shall only be entitled to a casting vote regardless of what other capacity he attends. No Member shall vote at any General Meeting if any money is owing on any account from such a Member to the Company and such amounts remain unpaid whether a demand has been issued or not, subject to authorised petty cash; any vote by such a Member shall be invalid. An instrument appointing a proxy shall be in writing, and unless other provisions are made in By-laws, paragraphs 56, 58, 60, 61, 62, and 63 of the Companies Act 1985 Table A (SI 1985/805) shall have effect.
5.8 A resolution put to the vote of the meeting shall be decided on a show of hands. Subject to the provisions of the Act a poll may be demanded by the Chairman, or by at least two members having the right to vote at the meeting, and a demand by a person as proxy shall be the same as a vote by a member. A poll shall be taken as the Chairman directs and he may appoint scrutineers. He may direct that the poll is taken forthwith at the meeting. Otherwise a poll shall be held at such time and place as he may determine, and in such a case members shall be given at least 21 clear days notice of such a poll, and the poll shall if practical be held before the next Annual General Meeting. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The declaration of a poll shall not prevent the meeting considering subsequent business on the agenda. In the event that a poll is not demanded, a declaration by the chairman as to the result of the vote recorded in the minutes shall be conclusive evidence of the result regardless of the actual votes cast.
6. THE DIRECTORS AND EXECUTIVE COMMITTEE
6.1 The Directors
6.1.1 A Director shall be a Member of the Company. At the first Annual General Meeting of the Company all the Directors shall retire.
6.1.2 At every subsequent Annual General Meeting, one third of the Directors are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office, but if there is only one Director he shall retire. A retiring Director shall be eligible for reappointment, or co-option. Subject to the provisions of the Act, the Directors to retire by rotation shall be those who have been longest in office since their appointment, but as between persons who became or were last reappointed Directors on the same day those to retire shall (unless they agree among themselves) be determined by lot.
6.1.3 No person other than a Director retiring by rotation shall be appointed or reappointed a Director at any General Meeting unless he is recommended by the Directors, or he is proposed in accordance with Article 4.7
6.1.4. If the Company, at the meeting where a Director retires by rotation, does not fill the vacancy the retiring Director shall, if willing to act, be deemed to be reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the Director is put to the meeting and lost.
6.1.5 Subject as aforesaid, the company may by ordinary resolution appoint a person who is willing to act as Director either to fill a vacancy or as an additional director and may also determine the rotation in which any additional Directors are to retire. Article 8.3 shall have effect in the event of a vacancy which is unfilled or arises.
6.1.6 Unless otherwise determined by ordinary resolution, the number of Directors shall not be subject to any maximum but shall not be less than two.
6.2 The Executive Committee
6.2.1 The Executive Committee shall comprise the following:
(i) Executive Officers, being Chairman, General Secretary, Assistant Secretary, New Membership Secretary, Renewals Secretary, Treasurer, Assistant Treasurer, Editor and Public Relations Officer, and
(ii) Area Secretaries,
(iii) Up to six additional members as may from time to time be elected by the Annual General Meeting.
6.2.3 Each Executive Member shall be a current Member of the Company. All Executive Members shall be elected at the Annual General Meeting of the Company, except as provided in Article 8.5
6.2.4 A Member may hold simultaneously the offices of Director, one or more Executive Officer and one or more Area Secretary, but shall only have one vote in any meeting of the Executive Committee.
6.2.5 The Executive Officers and Area Secretaries shall retire at each Annual General Meeting, but shall be eligible for re-election, or co-option under 8.5 and 10.1. Any two Members may nominate any qualified Member to serve as an Executive Member having previously received their assent.
6.2.6 Subject as provided above, the procedure for election of Executive Officers and Area Secretaries shall be by show of hands of those present and eligible to vote. In the event of a contested election, a poll of those present shall be held forthwith at the meeting, and the procedure for the poll shall be determined by the Chairman. In the event of a tie of two or more candidates having the largest number of votes, a further poll shall forthwith be held limited to those candidates. Any tie which cannot be broken in this manner shall be settled by a casting vote of the Chairman of the Meeting, who shall have only a casting vote.
7. OTHER ELECTED POSTS
7.1 Non-executive posts shall comprise:
(i) The President
(ii) Three Vice Presidents
(iii) Such other non-executive posts as the Company at its Annual General Meeting devises and elects members to serve pursuant to clause 7.4
7.2 The President shall be elected at the Annual General Meeting of the Company and shall retire at the next Annual General Meeting, but shall be eligible for re-election or co-option.
7.3 There shall be three Vice Presidents. A Vice President shall be elected at the Annual General Meeting and shall retire after three years. A Vice President shall be eligible for re-election providing a period of three years has elapsed since (s)he last held office as Vice President. In the event that one of the three posts becomes vacant before the term of three years has elapsed, a replacement may be elected at the Annual General Meeting to serve the remainder of the term, and in such a situation shall be eligible to be re-elected to serve a consecutive three year term.
7.4 The Company at its Annual General Meeting may devise posts of elected officers and elect members to serve in them. All must be current Members of the Company. Holders of such elected posts shall retire at the next Annual General Meeting, but shall be eligible for re-election or co-option.
7.5 The procedure for electing non-executive and other elected posts shall be the same as for Executive Officers detailed at 6.2
7.6 The Company at its Annual General Meeting may elect Honorary Life Members. An Honorary Life Member shall be elected on a simple majority of the meeting according to a procedure which the Chairman of the meeting may devise.
8. POWERS OF THE DIRECTORS AND THE EXECUTIVE COMMITTEE
8.1 Control of the Company
Control of the Company is vested in its membership through General Meetings. Subject hereto the affairs and property of the Company shall be administered by the Directors, who may alter or produce By-laws for the smooth running of the Company and its premises, the regulation of all other matters of the Company generally, including without limitation the governance of Sub-Committees and Working Parties, the regulation of expenses, and the control of the Company’s monies and assets.
8.2 Relationship of the Directors and the Executive Committee
The Executive Officers and Area Secretaries, being the principal Officers managing and operating the affairs of the company under the instruction of the Directors, and elected for that purpose, shall be formed into a Committee to that end and for advising the Directors. The Executive Committee shall also consider those matters specifically referred to them, including matters of membership and discipline pursuant to Articles 2 and 3. The Directors may instruct the Executive Committee to give it advice. The Executive Committee may advise the Directors on any matter they see fit. The Directors shall not be bound to follow the advice of the Executive Committee, and Article 8.1 shall take precedence.
8.3 The Board of Directors
8.3.1 The quorum necessary for a meeting of the Directors is two. If the number of Directors falls to below what constitutes a quorum, the remaining Directors will only act for the purpose of filling vacancies until a quorum is established.
8.3.2 The Board of Directors shall meet from time to time as it determines, fix its own time of meetings and determine its own procedure, subject to the provisos set out in these Articles. A meeting may be held by telephone or electronically. Any Director may call a meeting of the Board of Directors.
8.3.3 The Directors may select any person to act as Company Secretary as defined in the Act.
8.4 The Executive Committee
8.4.1 The quorum necessary for the transaction of business of the Executive Committee is five, and not less than three shall be Executive Officers. If the number of members of the Executive Committee is reduced to below what constitutes a quorum the remaining members will only act for the purpose of filling vacancies until a quorum is established.
8.4.2 The Executive Committee shall meet at least once a year, fix its own time of meetings and determine its own procedure, subject to the provisos set out in these Articles.
8.5 Procedures applying to both the Board of Directors and the Executive Committee
8.5.1 For the purposes of this Article, the Body shall mean either the Board of Directors or the Executive Committee respectively, and the members of the Body shall mean the Directors or the Executive Members respectively.
8.5.2 In the event that a vacancy on the Body is not filled at the Annual General Meeting or becomes vacant during the year for any reason then the Body shall have the power to co-opt any Member of the Company (except Members under 18 years of age) to fill a vacancy. Any person so appointed shall only hold office until the next Annual General Meeting, and shall not be taken into account in determining the Directors who are to retire by rotation.
8.5.3 Members of the Body, and of any Sub-Committee or Working Party, may be paid all reasonable expenses properly incurred by them in attending and returning from meetings, or in connection with the business of the Company. Rules regarding such expenses may be specified in the By-laws.
8.5.4 Decisions of the Body shall be taken by a majority of those present and voting. In the event of an equality of votes the Chairman of the meeting shall have an additional casting vote.
8.5.5 A member of the Body shall declare any interest in and shall not vote nor be counted as part of the quorum in respect of any transaction or arrangement in which he is interested or any matter arising out of it which falls for discussion in any meeting of the Company, and in the event that such a member does so vote, the vote shall not be valid.
8.5.6 The Body may appoint one or more of its members to any number of Sub-Committees or Working Parties to exercise, subject to its directions, a general control over specified parts of the work or business of the Company within the powers of the Body. Sub-Committees and Working Parties shall be made up of Members, except as provided for at Article 10
8.5.7 The Body shall at its discretion appoint and delegate such of its powers to such Sub-Committees as it may require from time to time, to progress such tasks as the Body shall deem appropriate.
8.5.8 Unless a specific power is given to a Sub-Committee for a specific occasion, Sub-Committees and Working Parties shall act in an advisory capacity to the Body which formed it and all recommendations and decisions of Sub-Committees and Working Parties shall be subject to ratification by the Body which formed it before they become a policy, decision, rule or By-law of the Company.
8.5.9 A Sub-Committee or Working Party shall be accountable to the Body which formed it, and, to the extent that any power is delegated to it, shall inherit any responsibility of the Body which formed it. It shall obey any relevant Article in this Constitution or By-law.
8.5 Powers of the Directors
8.5.1 The Directors shall adopt such means as it deems necessary to bring to the notice of Members of the Company all By-laws, which so long as they shall be in force, shall be binding on all Members of the Company provided nevertheless that no By-law shall be inconsistent with, or shall purport to affect or repeal anything contained in, the Constitution.
8.5.2 The Directors shall exercise all such powers and do such things as may be exercised or done by the Company, save such as are by this Constitution or by any statute for the time being in force specifically required to be exercised or done by the Company in General Meeting.
8.5.3 Without prejudice to the generality of the foregoing Article 8.5.2 the Directors may exercise all the powers of the Company to borrow or raise money and give security for money or money's worth or for any debt, liability or obligation of the Company or of any third party interested in or otherwise having dealings in the ordinary course of business with the Company by the issue of or upon bonds, debentures or debenture stock, bills of exchange, promissory notes or other obligations or securities of the Company or by mortgage or charge upon all or any part of the property of the Company and to give guarantees for the performance of obligations of any third party interested in or otherwise having dealings in the ordinary course of business with the Company.
8.5.4 The Directors shall engage such employees as it may consider necessary and shall regulate their duties and fix their salaries and remuneration.
8.5.5 The Directors shall have the power to institute, conduct, defend, compound or abandon any legal proceedings by or against the Company or its officers or concerning the affairs of the Company and also to compound and allow time for payment or satisfaction of any debts due and of any claims or demands by or against the Company.
8.5.6 The Directors shall have the power to refer any claims or demands by or against the Company to arbitration and observe and perform the awards.
8.5.7 The Directors shall have the power to make and give receipts, releases and other discharges for money payable to the Company and for the claims and demands of the Company.
8.5.8 The Directors shall have the power to determine who shall be entitled to sign on the Company's behalf, bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents.
The Directors shall cause minutes to be made for the purpose of recording all appointments of officers and all proceedings at meetings of the Company and of the Executive Committee and any Sub-Committee, including the names of the Directors and Executive Officers present at such a meeting.
9. DISQUALIFICATION OF DIRECTORS
9.1 The office of a Director shall be vacated if that member:
(i) Becomes bankrupt or makes any arrangement or composition with his or her creditors generally; or
(ii) Becomes incapable by reason of mental disorder, illness or injury of managing his or her property and affairs; or
(iii) Resigns his or her office by written notice to the Company; or
(iv) Is directly or indirectly interested with any transaction or arrangement with the Company and fails to declare the nature of his/her interest (whether (s)he or any other body which (s)he or an immediate member of his/her family is directly related by virtue of being an officer of or owning shares or being employed in such body or entity); or
(v) Is deemed, by resolution of the Directors, the Executive Committee or the members in a General Meeting, to be guilty of conduct prejudicial to the good standing of the Company or to the attainment of its objectives, or who has broken any rules of the Company, or whose conduct has brought the Company into disrepute or who is judged to have been grossly negligent in the performance of his or her duties.
10 ADDITIONAL APPOINTMENTS
10.1 The Directors and Executive Committee may appoint persons to attend their own meetings, but they shall not have any voting rights in such a meeting and shall attend meetings in an advisory capacity only.
10.2 The Directors and Executive Committee may appoint persons to the Sub-Committees or Working Parties under their respective control for such period of time as they may determine. Except as provided herein, such appointees shall be entitled to vote and be entitled to receive all notices to attend meetings of the Sub-Committee and/or Working Party to which they are appointed.
10.3 Where the Directors, or respectively the Executive Committee, delegate a power to a Sub-Committee, then any appointee who is not a Director shall not be entitled to vote on any matter relating to the exercise of that power, or otherwise to exercise the power of a Director or an Executive Member.
10.4 Such appointees need not be Members of the Company.
11. INDEMNITY OF OFFICERS
11.1 Every Officer shall be indemnified by the members of the Company against, and it shall be the duty of the Executive Committee out of the assets (if necessary) of the Company to pay, all losses, expenses and liabilities which any such Officer may incur or sustain in the bona fide execution of the duties of his office or bona fide in relation to the management or execution of the affairs of the Company thereto:
(i) In defending any proceedings, whether civil or criminal, in which judgement is given in favour of the officer or member or in which the officer or member is acquitted; or
(ii) In connection with any application in which relief is granted to the officer or member by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.
11.2 No Officer shall be liable for the act receipts neglects or defaults of any other Officer or for joining in any receipt for the sake of conformity or for any loss or damage or misfortune whatever which shall happen in the execution of the duties of his/her office in relation thereto.
12.1 The financial year of the Company shall run from 1st January to 31st December each year.
12.2 The Directors shall ensure that all funds, except petty cash, belonging to the Company shall be deposited with a bank or building society or like institution in an account which shall be clearly marked as belonging to the Company. However, subject to the other provisions herein, the Directors may decide to invest the funds of the Company as may be thought in the best interest of the Company.
13.1 A notice may be given by the Company to any member either personally or by sending it through the post in a prepaid letter addressed to such member at his/her address. A notice may be printed in an edition of The Rough-Stuff Journal. Article 2.5 may apply in the case of notice sent to Members deemed to be Family Members for the purpose of that Article.
13.2 A notice, if served by post, shall be deemed to have been served in the case of first class mail on the second working day after posting and in the case of second class mail on the fourth working day after posting and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed, prepaid and posted.
14. ALTERATION OF CONSTITUTION
14.1 The Company may not alter the Articles contained in the Constitution (including this clause) except by a resolution of at least seventy five percent of those members present and entitled to vote at a General Meeting of the Company.
14.2 Every person on becoming a Member is deemed to irrevocably consent to such alteration as may hereafter and from time to time be made in the manner herein expressly provided.
15.1 If the Company adopt a Company Seal, it shall not be affixed to any instrument except by the authority of a resolution of the Executive Members and except in the presence of two Directors or a Director and the Company Secretary who shall sign the instrument.
15.2 If a Company Seal is not adopted the Company may execute documents as deeds on the authority of a resolution as before, such documents being executed by two Directors or a Director and the Company Secretary on behalf of the Company.
16.1 The income and property of the Company shall be allied solely towards the promotion of its objects as set forth in this Constitution and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to Members of the Company.
17. WINDING UP
17.1 The Company shall be wound up voluntarily whenever a resolution is passed by seventy-five percent of the members attending and voting at a General Meeting that the Company be wound up.
18. SURPLUS ASSETS
18.1 If on winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be bequeathed to an organisation or organisations which either have similar aims or are registered charities.
18.2 Provisions for the disposal of surplus assets may be made when a special resolution for that purpose is passed by seventy-five percent of the members attending and voting at a General Meeting. Provision may also be included in a resolution for the purposes of Article 17
We, the subscribers to these Articles of Association, wish to be formed into a Company pursuant to these Articles: Mr Norman Richard Hodghton of Lonbain, Top Street, Pilton, Somerset BA4 4DU Dr Simon Christopher Preston of Cherry Tree Cottage, Camp Road, Oldbury-on-Severn, Bristol BS35 1PR Mr Ivan Viehoff of Pinecroft, Lodge Lane, Chalfont St. Giles, Buckinghamshire, HP8 4AQ
MEMORANDUM OF ASSOCIATION
THE ROUGH-STUFF FELLOWSHIP LIMITED
1.1 The name of the Company is "THE ROUGH-STUFF FELLOWSHIP LIMITED" (hereinafter to be referred to as the "Company").
1.2 The name of the Company may be changed when a special resolution is passed by seventy-five percent of the members attending and voting at a General Meeting that the Company.
2. REGISTERED ADDRESS
2.1 The Company's registered address is to be situated in England and Wales.
3.1 The words and phrases defined in the Articles of Association shall where used in this Memorandum have the meaning set out therein.
4. AIMS AND POLICY
4.1 The aim of the Company shall be to band together and further the common interests of those who enjoy Rough-Stuff Cycling.
4.2 The Company's interest shall lie mainly in the uniting of cyclists in the activity of traversing the rougher and less beaten ways.
4.3 It shall be the Company's policy as far as possible to cater equally for cycling by individuals, informal groups and in organized rides and events whether open to all or restricted to members of specific clubs or associations.
4.4 The Company shall not affiliate with any political party and shall show no religious bias.
4.5 The Company shall have an equal opportunity policy to ensure that all people irrespective of their age, gender, disability, race, ethnic origin, religion, colour, social status or sexual orientation shall have a genuine and equal opportunity to participate in Rough-Stuff Cycling at all levels and in all roles and to ensure that all present and potential members shall receive fair and equal treatment. The Company shall reserve the right to discipline any Member or employee who discriminates against any person whether a member or not on any of the grounds herein.
5. OBJECTS AND POWERS
5.1 The Company's objects and powers are:
(i) To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as "The Rough-Stuff Fellowship";
(ii) To encourage, promote, develop and support the interests of those who enjoy Rough-Stuff Cycling;
(iii) To organise, promote and encourage formal and informal events including cycling, social and other activities for cyclists;
(iv) To assist in the preservation of public access to open countryside;
(v) To assist in the preservation of access by cyclists to off road routes including tracks, by-ways and bridleways;
(vi) To liaise with other governing bodies and sports associations, both nationally and internationally, with regard to any matter pertaining to the objects set out herein;
(vii) Positively to promote and encourage all people, regardless of sex, race, religion, age and ability to participate in Rough-Stuff Cycling and to pioneer new cycling routes.
5.2 To do all such things hereafter mentioned as may appear incidental or conducive to the pursuit or attainment of any of the above objects or to the exercise of any power (whether express or implied) possessed by the Company, that is to say (although what follows shall not be taken to limit or better the generality of the foregoing statements):
(i) To accept subscriptions donations, devices and bequests of any real or personal property or estate or effects, maintain and alter any of the same as are or may be necessary for any of the objects of the Company;
(ii) To receive and publish information on all aspects of non-competitive cycling and off road routes including but without limitation to the publishing of programmes of rides, The Rough-Stuff Journal and route guides;
(iii) To issue appeals, hold public meetings and take such other steps as may be thought appropriate for the purpose of procuring contributions to the funds of the Company in thc shape of donations, subscriptions or otherwise;
(iv) To sell or promote merchandise to its members and other cyclists or third parties;
(v) To purchase, lease, exchange, hire or otherwise acquire any real or personal estate;
(vi) To sell, lease, mortgage or charge or otherwise deal with all or any part of the property of the Company;
(vii) To construct, maintain and alter any houses, buildings, offices or installations;
(viii) To borrow or raise money and give security for money or money's worth or for any debt, liability or obligation of the Company or of any third party interested in or otherwise having dealings in the ordinary course of business with the Company by the issue of or upon bonds debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Company or by mortgage or charge upon all or any part of the property of the Company and to give guarantees for the performance of obligations of any third party interested in or otherwise having dealings in the ordinary course of business with the Company;
(ix) To invest funds of the Company on or upon such investments, securities or property as may be thought fit and subject always to the provisions set out in the Articles of Association;
(x) To undertake and execute any trust or any agency business which may seem conducive to any of the principal objects;
(xi) To subscribe to any local or national charities, and to grant donations for any public purpose or in support of any charitable cause or any such sport or recreational event as may be thought fit;
(xii) To establish and support, and to aid in the establishment and support of other associations formed to promote all or any of the principal objects of the Company;
(xiii) To subscribe to, or become a member of, any other association or club whose objects are wholly or partly similar to the objects of the Company, or the establishment or promotion of which may be beneficial to the Company;
(xiv) To purchase or otherwise acquire and undertake all or part of the property assets, liabilities and engagements of any body with which the Company is authorised to amalgamate;
(xv) To incorporate a Limited Liability Company or Companies to carry on all or any parts of the objects of the Company and transfer such parts of the affairs property and funds of the Company to such Company or Companies as is thought proper by the Executive Committee;
(xvi) To carry on business as proprietors of a sport or recreational club, with such facilities and accommodation for indoor and outdoor sports or games, changing rooms, refreshments and other amenities as may be thought fit;
(xvii) To employ and pay any person or persons (notwithstanding that any such person may happen to be a member of the Company) in return for services rendered to the Company salaries, wages, charges and pensions;
(xviii) To insure and arrange insurance cover for, and to indemnify its officers, servants and voluntary workers and those of its members as thought fit from and against all such risks incurred in the course of the performance of their duties as may be thought fit;
(xix) To establish or authorise where necessary local branches (whether autonomous or not);
(xx) To promote competitions, collect entry fees and award prizes in cash or kind;
(xxi) To do all such other lawful things as are incidental or conducive to or otherwise in furtherance of the attainment of the above objects or any of them.
6.1 The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to Members of the Company.
7. LIMITED LIABILITY
7.1 The liability of the members is limited to their £1 (one pound) contribution.
8. ALTERATION OF MEMORANDUM
8.1 The Company may not alter the conditions contained in this Memorandum (including this clause) except by special resolution passed by seventy-five percent of the members attending and voting at a General Meeting of the Company, and only to the extent for which express provision is made by the Act, except that a condition in this Memorandum which could lawfully have been in the Articles may be modified according to the provisions in the Articles.
9. UNDERTAKING TO CONTRIBUTE ASSETS
9.1 Every Member of the Company (as defined in the Articles) save those under 18 years of age undertakes to contribute such amount as may be required (not exceeding one pound) to the Company's assets if it should be wound up while he is a Member or within one year after (s)he ceases to be a Member, for payment of the Company's debts and liabilities contracted before (s)he ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of contributions among themselves.
10. SURPLUS ASSETS
10.1 If on winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be bequeathed to an organisation or organisations which either have similar aims or are registered charities.
We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum:
Mr Norman Richard Hodghton of Lonbain, Top Street, Pilton, Somerset BA4 4DU
Dr Simon Christopher Preston of Cherry Tree Cottage, Camp Road, Oldbury-on-Severn, Bristol BS35 1PR
Mr Ivan Viehoff of Pinecroft, Lodge Lane, Chalfont St Giles, Buckinghamshire, HP8 4AQ