A Company Not Having a Share Capital
Company Number: [ ]
Charity Number: [ ]
A COMPANY NOT HAVING A SHARE CAPITAL
______
MEMORANDUM OF ASSOCIATION OF
ROYAL NAVY RUGBY UNION
Each subscriber to 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 subscriberAuthentication by each subscriber
Rear Admiral Neil MorisettiCB……………………………………………
Mr James Michael Ross Saunders Watson……………………………………………
Mr Giles Robert Peel……………………………………………
Mr John Inverdale……………………………………………
Mr Michael Henry Connolly……………………………………………
Colonel Ewen Alexander Murchison DSO MBE
Royal Marines ……………………………………………
Commander David Mark George MA Royal Navy……………………………………………
Commander John Gavin CunninghamRoyal Navy……………………………………………
Dated this …………….. day of …………………………. 2015.
PAGE 1
DWT/NFL1/3631374.6
Company Number: [ ]
Charity Number: [ ]
THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
ROYAL NAVY RUGBY UNION
(INCORPORATED ON [ ])
PAGE 1
DWT/NFL1/3631374.6
Table Of Contents
PART 1: DEFINED TERMS AND INTERPRETATION
1DEFINED TERMS AND INTERPRETATION
PART 2: OBJECTS
2OBJECTS
PART 3: APPLICATION OF INCOME AND PROPERTY AND DIRECTORS’ BENEFITS
3APPLICATION OF INCOME AND PROPERTY
4DIRECTORS’ BENEFITS
5PERMITTED BENEFITS
6CONDITIONS RELATING TO DIRECTORS’ BENEFITS
7CONFLICTS OF INTEREST
8PART 3 DEFINITIONS
PART 4: DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
9DIRECTORS’ GENERAL AUTHORITY
10DIRECTORS MAY DELEGATE
11COMMITTEES
12APPOINTMENT OF INVESTMENT MANAGERS
13INVESTMENTS HELD BY NOMINEE
DECISION-MAKING BY DIRECTORS
14MEETINGS OF DIRECTORS
15QUORUM FOR MEETINGS AND VOTING
16MEETINGS BY CONFERENCE TELEPHONE ETC
17RESOLUTIONS IN WRITING
18CHAIRING OF DIRECTORS’ MEETINGS
19RECORDS OF DECISIONS TO BE KEPT
APPOINTMENT AND RETIREMENT OF DIRECTORS
20APPOINTMENT AND RETIREMENT OF DIRECTORS
21TERMINATION OF DIRECTOR’S APPOINTMENT
22DIRECTORS’ INDEMNITY
23DIRECTORS’ INDEMNITY INSURANCE
PART 5: MEMBERS BECOMING AND CEASING TO BE A MEMBER
24APPLICATIONS FOR MEMBERSHIP
25CLASSES OF MEMBERSHIP
26TERMINATION OF MEMBERSHIP
27TRANSFER OF MEMBERSHIP
28GENERAL MEETINGS
29CALLING GENERAL MEETINGS
30NOTICE OF GENERAL MEETINGS
31MEETINGS BY CONFERENCE TELEPHONE ETC.
32QUORUM FOR GENERAL MEETINGS
33CHAIRING GENERAL MEETINGS
34ATTENDANCE AND SPEAKING BY DIRECTORS AND NON-MEMBERS
35ADJOURNMENT
VOTING AT GENERAL MEETINGS
36VOTING: GENERAL
37ERRORS AND DISPUTES
38POLL VOTES
39CONTENT OF PROXY NOTICES
40DELIVERY OF PROXY NOTICES
41AMENDMENTS TO RESOLUTIONS
42RESOLUTIONS IN WRITING
PART 6: LIABILITY OF MEMBERS AND DISSOLUTION
43LIABILITY OF MEMBERS
44DISTRIBUTION OF ASSETS ON WINDING UP/DISSOLUTION
PART 7: ADMINISTRATIVE ARRANGEMENTS
45MEANS OF COMMUNICATION TO BE USED
46WEBSITE COMMUNICATION
47COMPANY SEAL
48SECRETARY
49ACCOUNTS
50NO RIGHT TO INSPECT ACCOUNTS AND OTHER RECORDS
51AUDIT
52RULES AND BYE-LAWS
(1)
DWT/NFL1/3631374.6
Part 1: DEFINED TERMS AND Interpretation
1Defined terms AND INTERPRETATION
1.1In the Articles, unless the context requires otherwise:
“Act”
or any numbered section of it, means the Companies Act 2006 or such section as amended, restated or re-enacted from time to time;
“Articles”
means the Company’s articles of association;
“Chair”
has the meaning given in Article 18;
“Chair of the meeting”
has the meaning given in Article 33;
“Charitable”
means charitable in accordance with the laws of England and Walesprovided that it will not include any purpose which is not charitable in accordance with any statutory provision regarding the meaning of the word “charitable” in force in any part of the United Kingdom. For the avoidance of doubt, the system of law governing the constitution of the Company is the law of England and Wales;
“Charity Commission”
means the Charity Commission for England and Wales;
“Charities Legislation”
means the Charities Acts 1992 and 2011 and the Charities (Accounts and Reports) Regulations 2008 as amended, restated or re-enacted from time to time;
“Company”
means the Company called Royal Navy Rugby Union;
“Director”
means a director of the Company;
“Electronic Communication”
means any document or information sent or supplied in electronic form (for example by email or fax) within the meaning of section 1168 of the Act;
“Member”
has the meaning given in section 112 of the Act and having the right to attend and vote at general meetings of the Company;
“Member Clubs”
means the ships, establishments and units of the Royal Navy and Royal Marines that are affiliated with the Company. For the avoidance of doubt, Member Clubs are not Members of the Company within the meaning given in section 112 of the Act;
“Memorandum”
means the Company’s Memorandum of Association;
“Model Articles”
means the model articles of association for a private Company limited by guarantee set out in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI2008/3229) and any amendment or replacement from time to time;
“Naval Service”
means the Royal Navy, the Royal Marines, the Naval Reserve Forces (as set out in QRRN) and all other forces as defined in QRRN as belonging to the Naval Service;
“Non-Serving Director”
means a Director who is not a Serving Director;
“Objects”
the Company’s objects as defined at Article 2;
“Ordinary Resolution”
has the meaning given in section 282 of the Act and includes such a resolution passed by written resolution;
“Proxy Notice”
has the meaning given in Article 39;
“QRRN”
means any edition of King’s or Queen’s Regulations for the Royal Navy;
“Secretary”
means the companysecretary (if any) and includes any joint, assistant or deputy Secretary;
“Serving Director”
means a Director who is a serving member for the time being of the Naval Service;
“SORP”
means the Statement of Recommended Practice issued by the Charity Commission and any modification or replacement of it from time to time;
“Special Resolution”
has the meaning given in section 283 of the Act and includes such a resolution passed by written resolution;
“Statutes”
means the Act, the Charities Legislation and every other statute or statutory instrument, law or regulation for the time being in force and concerning companies in so far as they apply to the Company;
1.2Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Act.
1.3A reference to:
1.3.1words importing the singular only shall include the plural and vice versa;
1.3.2“in writing” or “written” includes Electronic Communication but excludes text messaging via mobile phone; and
1.3.3“clear” or “clear days” in relation to a period of notice means the period excluding the day on which 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.
1.4The Model Articles shall not apply to the Company.
Part 2: Objects
2objects
The objects for which the Company is established are specifically restricted to:
2.1promoting the physical efficiency of members of the Naval Service by providing facilities and other encouragement for all ranks thereof to participate in the game of rugby football;
2.2making grants for charitable purposes that benefit either directly or indirectly members both past and present of the Naval Service; and
2.3promoting amateur sport for the benefit of the public in particular by encouraging the participation of young people in the game of rugby football.
Part 3: Application Of Income And Property And Directors’ Benefits
3application of income and property
The income and property of the Company shall be applied solely towards the promotion of the Objects, and no part thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to the Members. This does not prevent:
3.1a Member receiving a benefit from the Company in the capacity of a beneficiary of the Company; or
3.2reasonable and proper remuneration to any Member who is not also a Director for any goods or services provided to the Company.
4Directors’ BENEFITS
No Director shall be appointed to any office of the Company, be employed by the Company or receive any remuneration or other benefit in money or money’s worth from the Company unless the payment or benefit in question:-
4.1is permitted pursuant to Article 5; or
4.2has been previously and expressly authorised in advance and in writing by the Charity Commission and any procedures prescribed by the Charity Commission are fully adhered to.
5Permitted Benefits
Subject to Article 6, nothing herein shall prevent the payment in good faith by the Company of:-
5.1reasonable and proper remuneration to a Director for services rendered to the Company otherwise than any remuneration for services provided by a Directorin his/her capacity as a Director or under a contract of employment;
5.2monies for the supply of goods by a Director to the Company, whether such goods are provided in connection with the provision of services referred to at Article 5.1 or otherwise;
5.3interest at a reasonable and proper rate (not exceeding 2% per annum below the base rate of a clearing bank to be selected by the Directors) on money lent to the Company by any Director;
5.4reasonable and proper rent for premises demised or let to the Company by any Director;
5.5reimbursement of reasonable out-of-pocket expenses actually incurred by any Director in or about the affairs of the Company;
5.6any payments made pursuant to Articles 22(Directors’ Indemnity) and 23 (Directors’ Indemnity Insurance).
6CONDITIONS RELATING TO DIRECTORS’ BENEFITS
Save for the payments referred to in Articles 5.5 and 5.6, the Company and its Directors may only rely upon the authority provided by Article 5 in respect of payments or benefits to a Director if each of the following conditions is satisfied:
6.1the remuneration or other sums paid to the Director does not exceed an amount that is reasonable in all the circumstances;
6.2the Director is absent from the part of any meeting at which there is discussion of:
6.2.1his/her contract or remuneration, or any matter concerning the contract;
6.2.2his/her performance in the employment, or his/her performance of the contract; or
6.2.3any proposal to enter into any other contract or arrangement with him/her or to confer any benefit upon him/her that would be permitted under Article 5;
6.3the Director does not vote on any such matter and is not counted when calculating whether a quorum of Directors is present at the meeting;
6.4the remaining Directors are satisfied and agree that it is in the best interests of the Company to contract with that Director rather than with someone who is not a Director;
6.5the reason for their decision is recorded by the Directors in the minute book;
6.6the amount or maximum amount of any remuneration payable to a Director is set out in an agreement in writing between the Company or Directors and that Director; and
6.7the number of Directors then in office who have received remuneration or other benefits from the Company are in a minority.
7 Conflicts of interest
7.1A Director must declare to the other Directors any situation of which he/she is aware in which he/she has, or could have, a direct or indirect interest that conflicts, or might conflict, with the interests of the Company unless the situation cannot reasonably be regarded as likely to give rise to a conflict of interest.
7.2An interest of a Director to be disclosed under Article 7.1 may be declared at a meeting of Directors, by notice in writing pursuant to section 184 of the Act or by means of a general notice under section 185 of the Act.
7.3If a conflict of interest arises for a Director because of a duty of loyalty owed to another organisation, Company or person and the conflict is not authorised by virtue of any other provision in the Articles, the remaining Directors may authorise such a conflict of interest if each of the following conditions is satisfied:
7.3.1the Director is absent from the part of any meeting at which there is discussion of the conflict of interest, including any arrangement or transaction affecting that other organisation, Company or person;
7.3.2the Director does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting; and
7.3.3the remaining Directors are satisfied and agree that it is in the interests of the Company to authorise the conflict of interest which has arisen.
7.4A conflict of interest arising for a Director because of a duty of loyalty owed to another organisation, company or person may only be authorised in the manner set out at Article 7.3 if such a conflict does not involve a direct or indirect benefit of any nature to a Director.
8PART 3 Definitions
The following words in Articles 3, 4, 5, 6, and 7 (as the case may be) shall have the following meanings:
8.1“Company” shall include any company in which the Company:
8.1.1holds more than 50% of the shares; or
8.1.2controls more than 50% of the voting rights attached to the shares; or
8.1.3has the right to appoint one or more directors to the board of the company; and
8.2“Director” shall include the following:
8.2.1a child, parent, grandchild, grandparent, brother or sister of a Director;
8.2.2the spouse or civil partner of a Director or of any person falling within Article 8.2.1;
8.2.3a person carrying on a business in partnership with a Director or with any person falling within Articles 8.2.1 or 8.2.2;
8.2.4an institution which is controlled:
(a)by a Director or by any person falling within Articles 8.2.1, 8.2.2 or 8.2.3, or
(b)by two or more persons falling within Article 8.2.4(a) when taken together; and
8.2.5a body corporate in which:
(a)the Director or any person falling within Articles 8.2.1, 8.2.2 or 8.2.3 has a substantial interest, or
(b)two or more persons falling within paragraph (a), when taken together, have a substantial interest.
8.3Sections 350 to 352 of the Charities Act 2011 apply for the purposes of interpreting the terms used at Article 8.2 as follows:
8.3.1“child” includes a step-child and an illegitimate child;
8.3.2“civil partner” shall include a person living with a Director as that Director’s husband or wife and includes two persons of the same sex who are not civil partners but live together as if they were;
8.3.3a person controls an institution if he/she is able to secure that the affairs of the institution are conducted in accordance with his/her wishes;
8.3.4a person has a substantial interest in a body corporate if he/she is:
(a)interested in shares comprised in the equity share capital of that body of a nominal value of more than one-fifth of that share capital, or
(b)is entitled to exercise, or control the exercise of, more than one-fifth of the voting power at any general meeting of that body.
Part 4 : DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
9Directors’ general authority
9.1Subject to the Articles, including Articles9.2and 52below, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company and do on behalf of the Company all such acts as may be done by the Company and as are not by the Statutes or by the Articles required to be done by the Company in general meeting.
9.2The Directors may not do or permit any act or omission which would prejudice the charitable status of the Company.
10Directors may delegate
10.1Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:
10.1.1to such person or committee;
10.1.2by such means (including by power of attorney);
10.1.3to such an extent;
10.1.4in relation to such matters or territories; and
10.1.5on such terms and conditions;
as they think fit.
10.2If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.
10.3The Directors may revoke any delegation in whole or part, or alter its terms and conditions.
11Committees
11.1Committees to which the Directors delegate any of their powers must contain at least one Director and must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.
11.2The Directors may make rules of procedure for all or any committees, which prevail over any rules or bye-laws derived from the Articles if they are not consistent with them.
12APPOINTMENT OF INVESTMENT MANAGERS
The Directors may appoint as the investment manager for the Company a person who they are satisfied after inquiry is a proper and competent person to act in that capacity and who is an authorised or an exempt person within the meaning of the Financial Services and Markets Act 2000 otherwise than exempted by virtue of paragraphs 44 and 45 of the Financial Services and Markets Act 2000 (Exemption) Order 2001. The Directors may delegate to an investment manager so appointed power at his/her discretion to buy and sell investments for the Company in accordance with the investment policy laid down by the Directors from time to time,
PROVIDED THAT where the Directors make any such delegation they shall:
12.1inform the investment manager in writing of the extent of the Company’s investment powers and the terms of the delegation;
12.2lay down a detailed investment policy for the Company and immediately inform the investment manager in writing of it and of any changes to it;
12.3ensure that they are kept informed of, and review on a regular basis, the performance of their investment portfolio managed by the investment manager and on the exercise by him/her of his/her delegated authority;
12.4take all reasonable care to ensure that the investment manager complies with the terms of the delegated authority; and
12.5pay such reasonable and proper remuneration to the investment manager and agree such proper terms as to notice and other matters as the Directors shall decide PROVIDED THAT such remuneration may include commission fees and/or expenses earned by the investment manager if and only to the extent that such commission fees and/or expenses are disclosed to the Directors.
13INVESTMENTS HELD BY NOMINEE
The Directors may:
13.1make such arrangements as they think fit for any investments of the Company or income from those investments to be held by a corporate body as the Company’s nominee; and
13.2pay reasonable and proper remuneration to any corporate body acting as the Company’s nominee in pursuance of this Article.
DECISION-MAKING BY DIRECTORS
14MEETINGS OF DIRECTORS
14.1Subject to the provisions of these Articles, the Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.
14.2At any time any Director may, and the Secretary on the requisition of a Director shall, summon a meeting of the Directors.
14.3Any such summons shall specify where, when and how the meeting is to be held. Any Director may waive notice of any meeting and such waiver may be retrospective.
14.4All acts done in good faith by any meeting of the Directors or of any committee shall, notwithstanding it be discovered afterwards that there was some defect in the appointment or continuance in office of any such persons or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Director or Member of the committee as the case may be.
15QUORUM FOR MEETINGS AND voting
15.1The quorum necessary for the transaction of business of the Directors may be fixed from time to time by the Directors and, unless so fixed at any other number shall be three, consisting of at least one Serving Director and at least one Non-serving Director.