ARTICLES OF ASSOCIATION
of
THE MOUNTED GAMES ASSOCIATION (GREAT BRITAIN) LIMITED
(Approved 9 March 2014)
1 Preliminary
1.1 In these articles:
1.1.1 ‘Act’ means the Companies Act 2006 including any statutory modification or re-enactment of it for the time being in force,
1.1.2 ‘AGM’ means Annual General Meeting,
1.1.3 ‘Clear days’ in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect,
1.1.4 ‘Month’ means calendar month
1.1.5 ‘In writing’ means written, printed or lithographed, or partly one partly another, and other modes of representing or producing words in a visible form. This does not include text or email.
1.1.6 ‘The seal’ means the common seal of the Company
1.1.7 ‘EGM’ means Extraordinary General Meeting,
1.1.8 ‘General Committee’ means the General Committee of MGA(GB),
1.1.9 ‘MGA(GB)’ means The Mounted Games Association (Great Britain) Limited,
1.1.10 ‘Officer’ means a member of the General Committee,
1.1.11 ‘Nation’ means one of the four nations of the United Kingdom, which are England, Northern Ireland, Scotland and Wales. A nation is also a region unless it comprises more than twenty counties,
1.1.12 ‘Region’ means one of the regional areas of Great Britain as defined in the Members Handbook of the Association from time to time,
1.1.13 ‘Zone’ means a part of a region as defined in the Members Handbook of the Association from time to time. Zones will be formed should a region comprise more than twenty counties,
1.1.14 ‘County’ means a competing team or teams under the responsibility of a County Representative as approved by the General Committee,
1.1.15 ‘Rider’s Representative’ means a member who is a riding member of MGA(GB) elected to represent their Region,
1.1.16 ‘Electronic form’ means a document that is sent by electronic means (for example by e-mail or fax) as defined in section 1168 of the Act
1.1.17 Unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification of it not in force when these articles become binding on MGA(GB),
1.1.18 Where the context so admits words importing the singular include the plural,
1.1.19 Words importing the masculine include the feminine and vice versa,
1.1.20 Words importing persons shall include corporations.
1.1.21 MGA(GB) is established for the purposes expressed in the Memorandum of Association.
2 Admission of Members
2.1 Any person who wishes to become a member of MGA(GB) must sign and deliver to the office of MGA(GB) an application for membership in the following form:
‘I (name) of (address) wish to become a member of MGA(GB) and I request you to enter my name in the Register of Members. I agree to be bound by the Memorandum and Articles of MGA(GB).
Signed…………………………………………………
Dated………………………………………………….
2.2 The application shall be accompanied by a registration fee of not less than £10.00.
2.3 Subject to the rights of the General Committee set out in Clause 2.4, the Executive Officer shall, as soon as possible after receipt of a correctly completed application form and registration fee, send the applicant a notice in writing confirming his admission to membership.
2.4 The General Committee reserve the right to refuse admission to membership of any person.
3 Rights of Members
3.1 All members shall be entitled to all such information and advice with regard to the objects of MGA(GB) as MGA(GB) or any of its Officers may be able to supply.
3.2 No right or privilege of any member as such shall be transferable or transmissible, but all such rights and privileges shall cease upon the member ceasing to be such, whether by death, retirement, or otherwise.
3.3 Only members aged 18 years and over shall be entitled to a vote in the proceedings of MGA(GB).
3.4 A member of MGA(GB) who has been given honorary membership of MGA(GB) shall be entitled to a vote in the proceedings of MGA(GB).
4 Termination of Membership
4.1 A member shall cease to be a member of MGA(GB) if:
4.1.1 In the case of an individual he dies or becomes of unsound mind.
4.1.2 In the case of a company or other statutory body a resolution is passed or an order is made winding it up or dissolving it,
4.1.3 If the annual subscription, which falls due on 1 January in every year, payable by him to the MGA(GB) is not paid within 3 months of it falling due,
4.2 The General Committee reserves the right to refuse to renew the membership of any member or to withdraw that membership.
5 Retirement of Members
5.1 Any member of MGA(GB) wishing to retire shall signify that wish in writing to the Executive Officer and his name shall then be removed from the list of members and he shall cease to be a member as soon as his name has been removed from the list.
6 General Meetings
6.1 MGA(GB) shall hold a general meeting each year as its AGM. This is in addition to any other meetings in that year. The notices calling that meeting shall specify the meeting as the AGM.
6.2 Not more than 15 months shall elapse between the date of one AGM and that of the next.
6.3 The AGM shall be held at such time and place as the General Committee shall appoint.
6.4 If notice prescribing a time and place for the AGM is not dispatched to the members on or before the last day of December in any year the AGM for that year shall be held at 11.00 am on the first Wednesday in February at the registered office of MGA(GB).
6.5 All general meetings other than AGMs shall be called EGMs.
6.6 The General Committee may, whenever it thinks fit, convene an EGM.
6.7 The General Committee shall, on a request made in writing by any 5 members of the General Committee or by any 30 or more members, immediately proceed to convene an EGM.
6.8 If it does not proceed to convene a meeting within 21 days from the date of the request, those who requested the EGM or a majority of them may themselves convene a meeting in accordance with the provisions of Section 305 of the Act.
6.9 Any request for an EGM made by 5 members of the General Committee or 30 members shall state the object of the meeting and the terms of any special or extraordinary resolution to be proposed at it.
6.10 The request must be left at the office of MGA(GB).
6.11 At least 21 clear days before every meeting a notice specifying the place, the day and the hour of meeting, and, in case of special business, the general nature of such business, shall be given to the members in the manner stated in regulation 23 of these articles, or in such other manner, if any, as may be prescribed by MGA(GB) in general meeting.
6.12 Either the AGM or an EGM may be called by shorter notice than 21 days if at a meeting of MGA(GB):
6.12.1 All the members entitled to attend and vote agree - if the meeting to be called is the AGM,
6.12.2 A majority of the members entitled to attend and vote agree - if the meeting to be called is an EGM.
6.13 The accidental omission to give notice to, or the non-receipt of such notice by, any member shall not invalidate the proceedings at any general meeting.
6.14 If the AGM is not held in the year to which it relates both members who were members in the year to which it relates and any members who have joined the MGA(GB) since that year are entitled to a vote.
7 Proceedings at General Meetings
7.1 All business at any meeting shall be deemed special, with the exception at the AGM of:
7.1.1 The consideration of the accounts and any documents annexed to them,
7.1.2 The report of the General Committee,
7.1.3 The report of the Executive Officer,
7.1.4 The reports of the regional committees,
7.1.5 The report of the auditors,
7.1.6 The election of Officers in the place of those retiring,
7.1.7 The appointment of auditors and the fixing of their remuneration.
7.2 No business shall be transacted at any meeting unless a quorum of not less than 8 members including a director of the company or their proxy is present at the commencement of that business.
7.3 If, within half an hour from the time appointed for the meeting, a quorum is not present, the meeting,
7.3.1 If convened upon the request of 5 members of the General Committee or by any 30 or more members shall be dissolved,
7.3.2 In any other case it shall stand adjourned to the same day in the following week at the same time and place, and if at such adjourned meeting a quorum is not present the meeting shall stand dissolved.
7.4 The Chairman of the General Committee (or in his absence the Vice-Chairman) shall preside as Chairman at every general meeting of MGA(GB).
7.5 If neither the Chairman nor the Vice-Chairman is present at the time of holding a meeting the members present shall choose one of their number to be Chairman of the meeting.
7.6 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.
7.7 At any general meeting, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or lost and an entry to that effect in the minute book of MGA(GB) shall be conclusive evidence of the fact.
7.8 Any resolution put to the meeting will be decided by a show of hands unless a poll is demanded.
7.9 A poll may be demanded either before a show of hands or upon the declaration by the Chairman of the result of the show of hands.
7.10 A poll may be demanded by:
7.10.1 The Chairman of the meeting,
7.10.2 At least 3 members present in person or by proxy,
7.10.3 Any member or members present in person or by proxy and who represent at least 10 per cent of the members having a right to vote at the meeting.
7.11 A poll demanded on the election of a Chairman or on a question of adjournment shall be taken immediately.
7.12 Any other poll can be taken at such time as the Chairman of the meeting directs (including at an adjourned meeting) but any other business of the meeting can be dealt with pending the taking of the poll.
7.13 The demand for a poll may be withdrawn.
7.14 In the case of an equality of votes either on a show of hands or a poll the Chairman of the meeting shall be entitled to a casting vote.
8 Votes of Members
8.1 Every member shall have one vote and no more but members under the age of 18 on the day of the meeting are not entitled to vote.
8.2 All votes may be given personally or by proxy appointed in accordance with this Article.
8.3 On a show of hands at a meeting only a member present in person may vote. On a poll a member present in person or by proxy may vote.
8.4 No member shall be entitled to vote at any general meeting either personally or by proxy if any money owing from him on any account to MGA(GB) is overdue.
8.5 A member may appoint a proxy to vote for him at any meeting. The proxy need not be a member.
8.6 A proxy must be appointed in writing and the document of appointment must be in the following form or a form close to it
I (name) of (address) a member of the MGA(GB) appoint (name) of (address) to vote on my behalf at the Annual/Extraordinary* General meeting of the company to be held on (date) and at every adjournment of that meeting.
This form is to be used to vote for/against* resolution number (insert number)*
The proxy may vote as he thinks fit*
Signed……………………………………………………
Dated………………………………………………………
*delete as required
8.7 The proxy must be lodged either personally or by post at the office of MGA(GB) or such other address as specified in the notice calling the meeting, or by electronic means at the electronic address specified in the notice calling the meetings at least 48 hours before the meeting at which it is intended to be used.
8.8 If a meeting is adjourned a member may appoint a proxy to vote his behalf at the adjourned meeting whether or not the member was present in person at the original meeting.
8.9 A member who appointed a proxy for a meeting may withdraw that proxy in writing for any adjournment of that meeting whether or not he votes in person at the adjournment.
8.10 Notice of withdrawal in writing signed by the member must be lodged either personally or by post at the office of MGA(GB) or such other address as specified in the notice calling the meeting, or by electronic means at the electronic address specified in the notice calling the meetings at least 48 hours before the meeting at which it is intended to be used.
8.11 A person duly appointed as attorney for a member may sign the form of proxy on his behalf but either the original deed of appointment or a certified copy of it must accompany the form of proxy when it is lodged at the office or such other address as specified in the notice calling the meeting.