The Yorkshire Cricket Board Is Now a Company Limited by Guarantee and Registered As Such

Yorkshire Cricket Board Constitution

The Yorkshire Cricket Board is now a Company Limited by Guarantee and registered as such with Companies House. The Module Articles for Private Companies Limited by Guarantee issued by Companies House along with the Additions to the Model Articles proposed by the Board and agreed by Companies House are its legal constitution .

The YCB Rules are the rules agreed by the Board at General Meeting for its internal governance.

Below are the key extracts from the Model Articles along with the full Additional Model Articles and the YCB Rules.

The full Model Articles which largely cover calling of meetings, voting procedures , and record keeping with Directors indemnity etc are not printed but can be found on the website

MODEL ARTICLES FOR PRIVATE COMPANIES LIMITED BY GUARANTEE

DIRECTORS

DIRECTORS’ POWERS AND RESPONSIBILITIES

Directors’ general authority

3.—Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.

Members’ reserve power

4.—(1) The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.

(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

Directors may delegate

5.—(1) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles—

(a) to such person or committee;

(b) by such means (including by power of attorney);

(c) to such an extent;

(d) in relation to such matters or territories; and

(e) on such terms and conditions;

as they think fit.

(2) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

(3) The directors may revoke any delegation in whole or part, or alter its terms and conditions.

Committees

6.—(1) Committees to which the directors delegate any of their powers 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.

(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

APPOINTMENT OF DIRECTORS

Methods of appointing directors

17.—(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director—

(a) by ordinary resolution, or

(b) by a decision of the directors.

(2) In any case where, as a result of death, the company has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.

(3) For the purposes of paragraph (2), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.

Termination of director’s appointment

18. A person ceases to be a director as soon as—

(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;

(b) a bankruptcy order is made against that person;

(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;

(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;

(f) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.

MEMBERS

BECOMING AND CEASING TO BE A MEMBER

Applications for membership

21. No person shall become a member of the company unless—

(a) that person has completed an application for membership in a form approved by the directors, and

(b) the directors have approved the application.

Termination of membership

22.—(1) A member may withdraw from membership of the company by giving 7 days’ notice to the company in writing.

(2) Membership is not transferable.

(3) A person’s membership terminates when that person dies or ceases to exist.

ADDITIONS TO MODEL ARTICLES

PART 2 DIRECTORS

DECISION MAKING BY DIRECTORS

Records of Decisions to be kept

15 (2) Minutes of all meetings of the Board of Directors shall be produced and made available to all appropriate bodies.

Finance

(1)The Directors shall ensure that proper accounting records be kept of all transactions, assets and liabilities which shall give a clear and accurate view of the affairs of the Board.

(2) Signatories to accounts shall be four members appointed and approved by the Directors , two out of four to sign.

(3) The financial year shall end on 30th September each year

(4) The accounts for each year together with auditors report thereon shall be available for the scrutiny of the Board and of the Members no later than 28th February of the following year.

(5) Honoraria , if any, to be paid to any individual shall be agreed at the Annual General Meeting. Such Honoraria shall be awarded in respect of the previous year.

APPOINTMENT OF DIRECTORS

Methods of appointing Directors

Numbers of Directors

(1) There shall be no less than 3 and no more than 6

Directors to manage the affairs of the Board

(2) The Board of Directors shall include a Chief Executive and Director of Development as required from time to time

PART 3 MEMBERS

BECOMING AND CEASING TO BE A MEMBER

Applications for membership

( 1 ) The members of the Company shall initially be 16 in number as provided for in the Rules and shall have such powers as are delegated to them from time to time by the Board of Directors

(2) Members can appoint up to 3 co-opted members at an one time

Classes of Membership

The Board of Directors has the power to determine different classes of membership as provided for in the rules

ORGANISATION OF GENERAL MEETINGS

Frequency of meetings

(1) The Members shall meet in General Meeting at least three times in any 12 month period prior to the Annual General Meeting

(2) The Annual General Meeting shall be held in

March each year

(3) Reasonable notice ( normally clear 21 days) of General Meetings shall be given to each Member . Dates should normally be agreed at the previous meeting.

Quorum for general meetings

24(2) The quorum shall be not less than eight of the voting members of the General Meeting

PART 4 ADMINISTRATIVE ARRANGEMENTS

Means of communication to be used

34 .(4) Minutes of all meetings shall be produced and made available to all appropriate bodies.

Annual Report

(1) The Board of Directors shall furnish an annual report to ECB in such form as ECB may from time to time reasonably require.

(2) The Board of Directors shall furnish a report to all members

PART 5 OBJECTS, RULES , GUARANTEE AND DISSOLUTION

1 Objects

1.1 To promote the game of cricket at all levels through partnership of the professional and recreational cricketing bodies and other appropriate agencies within the cricket county of Yorkshire

1.2 To co-ordinate the work of all the differing individual cricketing agencies and associations within the cricket County ensuring that adequate channels of communication are in place and that the best possible use is made of the resources available

1.3 To represent the cricket County in the formulation of National and Regional cricketing policies and the implementation thereof within the County.

1.4 To promote interest in cricket at all levels and to foster and develop active participation in the game.

1.5 To endeavour at all times to uphold the high traditions and spirit and Laws of the game.

1.6 To act as the advisory body on the provision of cricket facilities with particular reference to liaison and consultation with Local Authorities.

1.7 To provide for all groups in the county including , Women and Girls, those with a Disability and those from Black Minority Ethnic groups

2. The Articles

Alterations to these Articles may only be made by a two-thirds majority of the voting members in an Annual General Meeting or Extraordinary General Meeting in accordance with the Companies Act 2006

3 Rules of the Company

The company shall prepare and operate rules for internal governance and procedures which shall be observed at all times and may be amended as provided for in the rules

4. Limited Liability and Guarantee

The liability of each member is limited as in Part 1 (2)

Every member promises that if the Board is dissolved while they remain a member to pay up to £1 towards the costs of dissolution and the liabilities incurred by the Board whilst they were a member.

5. Dissolution

If at any General Meeting a resolution for the dissolution of the Board is passed by a majority of the Members present and entitled to vote , the Directors must immediately or at such date as specified in the resolution proceed to realise the property and assets of the Board and after the discharge of liabilities must apply the remainder in a non-profit distribution as in Clause 6

6 Non-profit Distribution

After the discharge of liabilities, any remainder assets and funds must be applied to any successor organisation or failing that in such a manner as shall be consistent with the objects of the Board available to all appropriate bodies.

RULES OF THE YORKSHIRE CRICKET BOARD

1. These rules are for the internal governance and procedures of the Yorkshire Cricket Board ( “ the Board” ) including relations between members and affiliate members and shall be observed at all times. They are prepared and approved by the Board of Directors subject procedures in Rule 4;

2 Objects

2.1 All Objects under the Memorandum of Association shall be followed plus the following :

2.2 To be a member of the England and Wales Cricket Board ("ECB") and to exercise,, fulfil and exploit all rights, responsibilities and opportunities therefrom.

2.3 To prioritise the implementation within the County of the various aspects of National, Regional , County and Local Development Plans.

2.4 To have close consultation and liaison with whoever may be concerned or need to be consulted for consideration of cricket problems and development taking into account not only the game itself but the umpiring, club and ground maintenance, financial considerations and general administration.

2.5 To be committed to Drug Free Cricket and adopting the ECB Anti-Doping Policy and Rules for all Board activities

2.6 To be committed to and adopt the ECB Safe Hands Crickets policy for Safeguarding Children for all Board activities

3 Membership

Membership of the Board shall be

3.1 Five members nominated by Yorkshire Cricket Board Council

3.2 Five members nominated by Yorkshire County Cricket Club.

3.3 One member nominated by the Yorkshire schools cricket organisations.

3.4 One member nominated by the YCB Coaches Association.

3.5 One member nominated by YCB Womens Cricket .

3.6 One member nominated by the YCB Association of Cricket Officials.

3.7 One Member nominated by YCB Groundsmen Association

3.8 The Chief Executive

3.9 The Director of Development

4 Rules

4.1 Proposed amendments to the Articles should be received by 28th February each year and should be circulated to Members of the Board 14 days prior to the Annual General Meeting

4.2 Proposed amendments to the rules should be received by 28th February each year and should be circulated to Board Members 14 days prior to the Annual General Meeting

4.3 Alterations to these rules may only be made by a two-thirds majority of the voting members of the Board in General meeting and approved by the Directors

.

5. Professional Officers

5.1 The Directors may appoint an Honorary Solicitor, Honorary Rating Surveyor and Valuer and Auditors . The appropriate Honorary Solicitor or Honorary Rating Surveyor and Valuer may be asked to attend a particular meeting or meetings to deal with a specific subject but will not have a vote

6 Affiliate Membership

6.1 An affiliate member of the Board shall be a non-voting member of the Board who has or its members have paid an up-to-date affiliation fee

6.2 The affiliate membership of the Board shall also be composed of the Leagues and Clubs and other bodies of cricket clubs operating within Yorkshire

6.3 The Joe Lumb Cricket Competition/ Yorkshire Junior Cricket Festival, the Yorkshire Association of Groundsmen/ Institute of Groundsmanship, the YCCC Charitable Youth Trust and the Yorkshire Cricket Foundation, shall be affiliate members.

Junior Leagues specifically concerned with the provision of cricket facilities for players under 18 years of age. Leagues or Competitions where participating Clubs are already affiliated through the membership of other Leagues shall also be affiliate members .

6.4 Any other organisation interested in the organisation, development or promotion of Cricket or an aspect of Cricket at any level within the County shall be entitled to apply for and become an Affiliate Member upon such basis as may from time to time be determined by the Board

6.5 Membership of the Board and its affiliate member organisations and of all the member clubs of such organisations shall be open to all irrespective of age., gender, disability, race, ethnic origin, colour, social status and sexual orientation.

6.6 The Annual affiliation fee for Clubs who are members of organisations as defined in 6.2 shall be as determined from time to time by the Board. Leagues will become fully-affiliated members of the Board when the subscriptions of all their member clubs are received

6.7 All affiliation fees and donations shall be due and payable on 1st March and must be paid by 30th June to the Treasurer. Failure to make payment by the prescribed date may incur a fine of up to £5.00 payable within 14 days of receipt of the notice and withdrawal of membership rights until all obligations have been met. If full and complete settlement is not made within the additional period the matter will be referred back to the Board whose decision will be final until the next A.G.M. when expulsion shall be the ultimate decision

6.8 The Yorkshire Cricket Board will provide the YCB Council with a sum of money equivalent to 20% of the team affiliation fee monies paid to the Board each year for the support of clubs and leagues and Womens Cricket with a sum of money equivalent to 100% of womens club or team affiliation fees paid to the Board each year

6.9 The Yorkshire Cricket Board will provide each Area Council with a sum of money equivalent to 20% of the team affiliation fee monies paid to the Board each year

7. Honorary Life Members

7.1 Honorary Life Members may be appointed in recognition of valuable service to the Yorkshire Cricket Board or to the Executive of one of its predecessors ( in part), after they have retired from office and it is clearly established that it is unlikely that they will return in any capacity. They shall be elected at the Annual General Meeting only on the nomination of the Board.

8. YCB COUNCIL AND AREA COUNCILS

8 Yorkshire Cricket Board Council

8.1 The Yorkshire Cricket Board shall have a Council

representing Clubs and Leagues. Membership

of the Council shall be : eleven members

representing Area Councils , one for East

Yorkshire, two from South Yorkshire , two

from North Yorkshire, one from North

Yorkshire North and five from West

Yorkshire, four members representing the

Cricket Development Groups, one member

from each of the YCB Coaches Association,

YCB Association of Cricket Officials , YCB

Groundsmans Association , Womens Cricket

and Disability Cricket. The Chairman and

Secretary shall be appointed by the Board and

Vice –Chairman elected by the Council at its

March meeting.

8.2 The Council at its March meeting shall nominate

5 members to be General Members of the

Yorkshire CricketBoard.

8.3 The Council shall be responsible for furthering the knowledge of the ECB. and YCB within the county. The functions of the Council shall be advisory except in carrying out specific decisions of the Board or acting at the request of the Board. Its roles shall include links for Key Partners, linking Area Councils and Cricket Development Groups, covering Women and girls , disability and inner city initiatives and Club/ League matters .

The following Rules 8.4. to 8.11 are for the guidance of the Area Councils providing that Area Councils shall conform within the framework of the Board

8.4 There shall be Five Area Cricket Councils representing East Yorkshire , North Yorkshire, North Yorkshire North , South Yorkshire and West Yorkshire. They may sub-divide for meetings dealing with more local issues. The member organisation of the Clubs within a particular Area Council's geographical area shall be entitled to forward nominations for the Area Chairman, Area Vice-Chairman and Area Secretary/Treasurer to be received by December 31st. The Area Councils may also make nominations. The intentions of the existing Officers shall be made known to members not later than October 31st.