THE COMPANIES ACT 2006

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PRIVATE COMPANY LIMITED BY GUARANTEE

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ARTICLES OF ASSOCIATION

of

HERTFORD CRICKET AND HOCKEY ASSOCIATION LIMITED

Table of Contents

Clause Heading Page

  1. Defined terms1
  2. Objects, Powers, Application of income and resources2
  3. Liability of members2
  4. Directors’ General Authority3
  5. Members’ Reserve Power3
  6. Directors May Delegate3
  7. Committees3
  8. Directors to Take Decisions Collectively4
  9. Unanimous Decisions4
  10. Calling a Directors’ Meeting4
  11. Participation in Directors’ Meetings5
  12. Quorum for directors’ meetings5
  13. Chairing of Directors’ Meeting5
  14. Casting Vote5
  15. Conflicts of Interest5
  16. Records of Decisions to be Kept6
  17. Directors’ Discretion to Make Further Rules6
  18. Methods of Appointing Directors6
  19. Termination of a Director’s Appointment7
  20. Directors’ Remuneration8
  21. Directors’ Expenses8
  22. Applications for Membership8
  23. Termination of Membership8
  24. Attendance and Speaking at General Meetings9
  25. Annual General Meetings9
  26. Quorum for General Meetings9
  27. Chairing of General Meetings9
  28. Attendance and Speaking by Directors and Non-Members 9
  29. Adjournment10
  30. Voting: General10
  31. Errors and Disputes11
  32. Poll Votes10
  33. Content of Proxy Notices11
  34. Delivery of Proxy Notices11
  35. Amendments to Resolutions11
  36. Mens of Communication to be Used12
  37. No Right to Inspect Accounts and Other Records12
  38. Indemnity12
  39. Insurance12

PART 1
DETAILS, INTERPRETATION AND LIMITATION OF LIABILITY

  1. Defined Terms

In these Articles, unless the context requires otherwise:

articlesmeans these articles of association, as may be amended from time to time.

Association means the above named company.

bankruptcyincludes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy.

chairman has the meaning given in Article [12].

chairman of the meetinghas the meaning given in Article [6].

Companies Acts means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Association.

Cricket Club means Hertford Cricket Club.

directormeans a director of the Association, and includes any person occupying the position of director, by whatever name called.

documentincludes, unless otherwise specified, any document sent or supplied in electronic form.

electronic formhas the meaning given in Section 1168 of the Companies Act 2006.

Hockey Club means Hertford Hockey Club.

Honorary Secretary means the honorary secretary of the Association appointed from time to time in accordance with these Articles.

Honorary Treasurer means the honorary treasurer of the Association appointed from time to time in accordance with these Articles.

memberhas the meaning given in section 112 of the Companies Act 2006.

ordinary resolutionhas the meaning given in Section 282 of the Companies Act 2006.

participatehas, in relation to a directors' meeting, the meaning given in Article 10

proxy noticehas the meaning given in Article[31].

special resolutionhas the meaning given in Section 283 of the Companies Act 2006.

writingmeans the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

1.1Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Companies Act 2006.

1.2Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations.

1.3For the purposes of Section 20 of the Companies Act 2006, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.

  1. Objects, Powers, and Application of income and resources
  2. Objects

(a)to hold the lease of the cricket and hockey facilities at Balls Park, Hertford;

(b)to manage, maintain, and develop those facilities or any alternative or additional facilities for use by the Cricket Club and the Hockey Club for the playing of sport and for the provision of associated refreshment and recreation facilities;

(c)tomanage the activities of the two clubs in accordance with the terms of the lease and/or of any future lease.

(d)toprovide such other benefits and facilities to its members and the user clubs as it shall think fit.

2.2Powers

(a)To operate and turn to account in any way for the the members' benefit the site and facilities of the Associationat Balls Park, Hertford, together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable.

(b)To renew the existing lease and/or to acquire or lease other sites and facilities as necessary to augment the existing benefits available to members.

(c)To allow the use of its facilities by the Cricket Club and the Hockey Club each for six months of each year, subject to payment of the fees set by the Association from time to time, for as long as the Association leases or owns those facilities and for as long as the relevant club wishes to use the facilities.

(d)To obtain funding for the activities of the Association by collecting fees from the Cricket Club and the Hockey Club using the facilities, collecting subscriptions from individual members of the Association, andobtaining sponsorship, grants, and other available funding.

(e)To do all such other things as the directors think fit to further the interests of the Association or to be incidental or conducive to the attainment of all or any of the objects stated above.

2.3Application of income and property

To apply the income and property of the Association solely towards the promotion of the Objects with no portion thereof paid or transferred directly or indirectly by way of distribution, bonus or otherwise by way of profit to the members or directors of the Association.

  1. Liability of Members
  2. The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member or within one year after he ceases to be a member for:

(a)payment of the Association’s debts and liabilities contracted before he ceases to be a member,

(b)payment of the costs, charges and expenses of winding up, and

(c)adjustment of the rights of the contributories among themselves.

PART 2
DIRECTORS

DIRECTORS' POWERS AND RESPONSIBILITIES

  1. Directors' General Authority
  2. Subject to the articles, the directors are responsible for the management of the Association’s business, for which purpose they may exercise all the powers of the Association.
  3. Members’ Reserve Power
  4. The members may, by special resolution, direct the directors to take, or refrain from taking, specified action.
  5. No such special resolution invalidates anything which the directors have done before the passing of the resolution.
  1. Directors May Delegate
  2. 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,

asthey think fit.

6.2If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.

6.3The directors may revoke any delegation in whole or part, or alter their terms and conditions.

  1. Committees
  2. 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.
  3. The directors may make rules of procedure for all or any committees, which prevail over rules derived from these articles if they are not consistent with them.
  4. The directors shall arrange for the conduct of routine business of the Association to be delegated to a management committee (the "Management Committee") which shall consist of the directors of the Association and The Presidents, Chairmen, Treasurers, and Pavilion Managers of the Cricket Club and the Hockey Club. The Management Committee shall be chaired by the Chairman of the club currently in residence at the Balls Park facilities. The Management Committee shall meet at least every three months, and shall have a quorum of five members. The Management Committee may co-opt additional members with knowledge of specific issues (members so co-opted shall not be entitled to a vote).
  5. The Management Committee has powers delegated to it by the directors to conduct the business of the Associationon their behalf, including but not limited to:

(a)the day to day managementof the facilitiesand their services and utilities including: maintenance, repairs and replacements, grounds work, projects, utility supplies, premises heath and safety, insurance arrangements, and all associated payments;

(b)liaising with the landlords in matters concerning the payment of rent, compliance with lease obligations, rent reviews, and lease renewals - subject to confirmation at a directors' meeting of acceptance of revisions to rents and lease terms.

(c)admitting new members to the Association subject to confirmation at the next directors' meeting.

DECISION-MAKING BY DIRECTORS

  1. Directors to Take Decisions Collectively

The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 9, although if there is a difference of opinion between directors in relation to any specific matter the directors shall make every reasonable effort to achieve a consensus.

  1. Unanimous Decisions
  2. A decision of the directors is taken in accordance with this Article when all eligible directors indicate to each other by any means that they share a common view on a matter.
  3. Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
  4. References in this Article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a meeting of the directors.
  5. A decision may not be taken in accordance with this Article if the eligible directors would not have formed a quorum at such a meeting.
  1. Calling a directors’ meeting
  2. Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the Honorary Secretary to give such notice.
  3. Notice of any directors’ meeting must indicate:

(a)its proposed date and time;

(b)where it is to take place; and

(c)if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.

10.3Notice of a directors’ meeting must be given to each director, but need not be in writing.

10.4Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Association not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

  1. Participation in Directors’ Meetings
  2. Subject to these Articles, directors participate in a directors’ meeting, or part of a meeting of directors’ meeting, when:

(a)the meeting has been called and takes place in accordance with these Articles, and

(b)they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

11.2In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.

11.3If all the directors participating in a directors’ meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is located.

  1. Quorum for directors’ meetings
  2. At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
  3. The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than four, and unless otherwise fixed it is four.
  4. If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:

(a)to appoint further directors, or

(b)to call a general meeting so as to enable the members to apppoint further directors

  1. Chairing of directors’ meetings
  2. The directors may appoint a director to chair their meetings.
  3. The person so appointed for the time being is known as the chairman.
  4. The directors may terminate the chairman’s appointment at any time.
  5. If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
  1. Casting Vote
  2. If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
  3. But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
  1. Conflicts of Interest
  2. If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Association in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
  3. But if paragraph 15.3 applies, a director who is interested in an actual or proposed transaction or arrangement with the Association is to be counted as participating in the decision-making process for quorum and voting purposes.
  4. This paragraph applies when—

(a)the Association by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;

(b)the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or

(c)the director’s conflict of interest arises from a permitted cause.

15.4For the purposes of this article the following are permitted causes:

(a)a guarantee, security or indemnity given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the Association or any of its subsidiaries (if any);

(b)subscription, or an agreement to subscribe, for securities of the Association or any of its subsidiaries (if any), or to underwrite, sub-underwrite, or guarantee subscription for any such securities; and

15.5For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.

15.6Subject to Article 15.7 if a question arises at a directors’ meeting or of a committee of the Association as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting whose ruling in relation to any director other than himself is to be final and conclusive.

15.7If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

  1. Records of Decisions to be Kept
  2. The directors must ensure that the Association keeps a record, in writing, for at least tenyears from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
  1. Directors' Discretion to Make Further Rules
  2. Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

APPOINTMENT OF DIRECTORS

  1. Methods of Appointing Directors
  2. The first directors, who shall hold office until such time as they are due to retire in accordance with these Articles, shall be the Honorary Secretary and the Honorary Treasurer of the unincorporated association known as Hertford Cricket and Hockey Association prior to the date of incorporation of the Association, a nominee of the Cricket Club, and a nominee of the Hockey Club, and they shall retire immediately prior to the first annual general meeting of the Association but may be re-elected in accordance with these Articles.
  3. Subject to Articles 18.4 and 18.5, 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.

18.3The number of directors shall be not less than four and no more than six.

18.4As from the first annual general meeting of the Association one director shall be a member of the Cricket Club nominated by a general meeting of the Cricket Club and elected at an annual general meeting of the Association and shall serve for one year but be eligible for re-election. In the event that such a person is not so elected, the Directors of the Association shall as soon as practicable after the annual general meeting fill the vacancy in accordance with paragraph 18.8 of these Articles.

18.5Also as from the first annual general meeting of the Association one director shall be a member of the Hockey Club nominated by a general meeting of the Hockey Club and elected at an annual general meeting of the Association and shall serve for one year but be eligible for re-election. In the event that such a person is not so elected, the Directors of the Association shall as soon as practicable after the annual general meeting fill the vacancy in accordance with paragraph 18.8 of these Articles.

18.6The administrative affairs of the Association shall be managed by an Honorary Secretary who shall be a director and who shall be elected at an annual general meeting of the Association as director and Honorary Secretary and shall serve for one year but shall be eligible for re-election.

18.7The financial affairs of the Association shall be managed by an Honorary Treasurer who shall be a director and who shall be elected at the annual general meeting of the Association as director and Honorary Treasurer and shall serve for one year but shall be eligible for re-election.

18.8A casual vacancy arising among the elected directors or the offices of Honorary Secretary or Honorary Treasurer may be filled by the directors (or shall be filled if the number of directors has fallen below the minimum number) provided always that the person appointed to fill the vacancy shall hold office until such time as the person he replaced was due to retire but shall be eligible for re-election in accordance with these Articles. If the vacancy is of a Cricket Club or Hockey Club nominated director, the replacement shall if at all possible be from the same Club.