COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
CALEDONIAN SNOOKER LIMITED
Registered No SC375225
Incorporated in Scotland on 19TH March 2010
These Articles of Association were adopted by written resolution on 22nd June 2010 to replace the Model Articles on registration of the company.
Amended in October 2013 to incorporate clause 24.3(c)
THE COMPANIES ACTS 2006
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
CALEDONIAN SNOOKER LIMITED
INTERPRETATION, LIMITATION OF LIABILITY AND OBJECTS
In these Articles:
the “2006 Act” means the Companies Act 2006 including any statutory modification or re-enactment thereof for the time being in force; “AGM” means annual general meeting; the “Articles” means the articles of association of the Company as originally adopted or as altered from time to time; “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; “executed” includes any mode of execution;
includes individual insolvency proceedings in a jurisdiction other than Scotland which have an effect similar to that of bankruptcy;
means the Companies Acts (as defined in section 2 of the 2006 Act) in so far as they apply to the Company;
means a director of the Company, and includes any person occupying the position of director, by whatever name called;
includes, unless otherwise specified, any document sent or supplied in electronic form;
has the meaning given in section 1168 of the 2006 Act;
has the meaning given in section 282 of the 2006 Act;
means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary; and
has the meaning given in section 283 of the 2006 Act; “subsidiary” has the meaning given in section 1159 of the 2006 Act; and “writing” means 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.
1.1 Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the 2006 Act as in force when these Articles become binding on the Company.
The Company’s objects are:
(a) to act as the governing body of the sports of snooker and billiards in Scotland.
(b) to represent snooker and billiards in Scotland on international bodies.
(c) to promote, encourage and extend the games of snooker and billiards throughout Scotland or procure that the same be done.
(d) to arrange representative international and other matches which may be for the good of snooker and/or billiards or procure that the same be done.
(c) to provide coaching facilities (throughout Scotland), when and where practicable for the benefit of young players or procure that the same be done.
(d) to do anything which in the opinion of the directors is ancillary to or conclusive towards the performance of the foregoing objects.
2.1 The income and the property of the company shall be applied solely towards the promotion of the objectives set forth in this memorandum. No portion of the income or property of the company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any member of the company.
2.2 If upon the winding up or dissolution of the company there remains after the satisfaction of all its debts and liabilities any property whatsoever it shall not be paid to or distributed among the members of the company but given or transferred to some other body having objectives similar to the objectives of the company and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the company by virtue of clause 2.1 hereof such body be determined by the members of the company at or before the time of dissolution.
- Liability of Members
Without prejudice to the liability of each member to pay the subscriptions which have fallen due by him, the liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Company 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 Company’s debts and liabilities contracted before he ceases to be a member;
- payment of the costs, charges and expenses of winding up; and
(c) adjustment of the rights of the contributories among themselves.
DIRECTORS POWERS AND RESPONSIBILITIES
- Directors general authorisation
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.
4.1 Minutes. The directors shall cause minutes to be made in books kept for the purpose-
- (a) of all appointments of officers made by the directors; and
- (b) of all proceedings at meetings of the company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.
- Members’ reserve power
5.1 The members may, by special resolution, direct the directors to take, or refrain from taking, specified action
5.2 No such special resolution invalidates anything which the directors have done before the passing of the resolution
6. Directors may delegate
6.1 Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles:
- to such person or committee;
- by such means (including by power of attorney);
- to such an extent;
- in relation to such matters or territories; and
- on such terms and conditions as they think fit.
6.2 If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
- The directors may revoke any delegation in whole or part, or alter its terms and conditions.
7.1 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.
7.2 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.
- Codes and Regulations
The directors are empowered to:
8.1 to regulate the prohibition and control of doping and to make, amend and enforce all codes, regulations and the like adopted from time to time by the director on behalf of the Company and in particular those promulgated from time to time by the World Anti Doping Authority.
8.2 to make policies, codes and procedures in relation to standards of ethics, including equity and child and vulnerable adult protection and the implementation and enforcement thereof in conjunction, where appropriate, with relevant agencies and other bodies.
8.3 to make, amend, replace and remove codes, rules and procedures in relation to discipline both at and away from the table and the implementation and enforcement thereof as they may from time to time deem appropriate.
8.4 to appoint members to any Discipline Panel and the Chairman thereof, and to appoint members to any Discipline Appeal Panel and the Chairman thereof in accordance with any codes, rules and procedures pursuant to article 8.1
8.5 to make, amend, replace and remove codes, rules and procedures in relation to tournament entry conditions held under the auspices of the company.
DECISION-MAKING BY DIRECTORS
9. Directors to take decisions collectively
9.1 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 10.
10. Unanimous decisions
10.1 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.
10.2 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 .
10.3 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 directors’ meeting.
10.4 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.
11. Calling a directors’ meeting
11.1 Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
11.2 Notice of any directors’ meeting must indicate:
- its proposed date and time;
(b) where it is to take place; and
- 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.
11.3 Notice of a directors’ meeting must be given to each director, but need not be in writing,
11.4 Notice 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 company 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
12. Participation in directors’ meetings
12.1 Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when:-
- the meeting has been called and takes place in accordance with the articles;
- they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
12.2 In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
12.3 If all the directors participating in a 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.
13. Quorum for directors’ meetings
13.1 At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
13.2 The quorum for directors’ meetings must never be less than three
13.3 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:
- to appoint further directors; or
- to call a general meeting so as to enable the members to appoint further directors.
14. Chairing of directors’ meetings
14.1 The directors may appoint a director to chair their meetings.
14.2 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.
14.3 The directors may terminate the chairman’s appointment at any time.
15. Casting vote
15.1 If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting shall have a casting vote.
15.2 But Article 15.1 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 purpose. .
16.1 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:
16.1.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
16.1.2 shall be an eligible director for the purposes of any proposed decision of the directors (or committee of directors) in respect of such contract or proposed contract in which he is interested;
16.1.3 shall be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision, in respect of such contract or proposed contract in which he is interested;
16.1.4 may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;
16.1.5 may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and
16.1.6 shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such contract, transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such contract, transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.
- Directors’ conflicts of interest
17.1 The directors may, in accordance with the requirements set out in this article, authorise any matter or situation proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his duty under section 175 of the Act to avoid conflicts of interest (Conflict).
17.2 Any authorisation under this article 17 will be effective only if:
17.2.1 the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles;
17.2.1 any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director; and
17.2.2 the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director’s vote had not been counted.
17.3 Any authorisation of a Conflict under this article 17 may (whether at the time of giving the authorisation or subsequently):
17.3.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the matter or situation so authorised;
17.3.2 provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;
17.3.3 provide that the Interested Director shall or shall not be an eligible director in respect of any future decision of the directors to vote in relation to any resolution related to the Conflict;
17.3.4 impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;
17.3.5 provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Company) information that is confidential to a third party, he will not be obliged to disclose that information to the Company, or to use it in relation to the Company’s affairs where to do so would amount to a breach of that confidence; and
17.3.6 permit the Interested Director to absent himself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.
17.4 Where the directors authorise a Conflict, the Interested Director will be obliged to conduct himself in accordance with any terms and conditions imposed by the directors in relation to the Conflict.
17.5 The directors may revoke or vary such authorisation at any time, but this will not affect anything done by the Interested Director, prior to such revocation or variation, in accordance with the terms of such authorisation.
17.6 A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the directors or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.
18. Records of decisions to be kept
The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
- Directors’ discretion to make further rules
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
Number of directors
- The directors of the Company shall comprise a maximum of seven elected representatives;
20.1 The initial directors shall be appointed by the subscribers and then by the board of directors in relation to the period prior to the first General Meeting of the Company. All directors so appointed shall retire and be eligible for re-election at the first General Meeting.
Methods of appointing directors
20.2 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.
Retirement by rotation
20.3 At every subsequent Annual General Meeting one third of the Directors who are subject to retirement by rotation shall retire from office;
- a) or if their number is not three or a multiple of three the number nearest to one third,
- b) but if there is only one Director who is subject to retirement by rotation he shall retire.
20.4 Subject to the provisions of the Act, the Directors to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment,
- a) but as between persons who became or were last re-appointed Directors on the same day those who retire shall (unless they otherwise agree amongst themselves) be determined by lot.
20.5 If the Company at the meeting at which a Director retires by rotation does not fill the vacancy, the retiring Director shall if willing to act be deemed to have been re-appointed unless at the meeting it was resolved not to fill the vacancy or unless a resolution for the re-appointment of the Director is put to the meeting and lost.
Nominations for election
20.6 No person other than a Director retiring at the meeting shall, unless recommended by the Directors, be eligible for election to the office of Director unless there shall have been left at the registered office written notice signed by a Full Member of the Company proposing such person for election together with a written notice signed by that person of his willingness to stand for election.
- a) Any such notice shall be left at the Registered Office of the Company on or before the 30th day of August for the following relevant General Meeting.
Declaration of candidates
20.7 The company shall give notice to all who are entitled to receive notice of a General Meeting of any person (other than a Director retiring by rotation at the meeting)
- a) who is recommended by the Directors for appointment or re-appointment as a Director at the meeting,
- b) or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment or re-appointment as a Director.
- c) The notice shall be sent along with the notice of the General Meeting
- d) The notice shall give the particulars of that person which would if he were so appointed or re-appointed be required to be included in the Company’s Register of Directors.
20.8 Any Ordinary Resolution for the appointment of a Director shall be conducted by secret ballot, in which all the voting members shall have the opportunity to vote for or against the appointment of the relevant individual as a Director.
20.9 Where Ordinary Resolutions shall be passed in favour of the appointment of more individuals to the office of Director than there are then relevant vacancies for Directors, individuals shall be appointed as Directors in order of the number of votes cast in their favour, the individual with the most votes in favour of his appointment as a Director to be appointed first, until all the relevant vacancies are filled.
20.10 In the circumstances of an equality of votes between any number of candidates to be appointed in accordance with Articles 20.8 and 20.9, the candidate with the least number of votes “against” shall be appointed.
- a) The Chairman shall have casting votes for the purposes of deciding further deadlock.
Co-option to the board of directors
20.11 The Directors may appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors.
20.12 A Director so appointed shall hold office only until the next following Annual General Meeting and shall not be taken into account in determining the Directors who are to retire by rotation at the meeting.
20.10 If not re-appointed at such Annual General Meeting he shall vacate office at the conclusion thereof.
TERMINATION OF DIRECTOR’S APPOINTMENT
21. Termination of director’s appointment
A person ceases to be a director as soon as:
- 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;
- a bankruptcy order is made against that person;
- a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
- 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 I and may remain so for more than three months;
- 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;
- 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.
- he shall for more than three consecutive months have been absent without permission of the directors from meetings of directors held during that period and the directors resolve that his office be vacated.
22. Directors’ remuneration
22.1 Directors may not receive any remuneration from the Company in respect of his or her office as director or as a holder of any position or office.
23. Directors’ expenses
The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at:
- meetings of directors or committees or
- general meetings; or
- separate meetings of the holders of debentures of the company, or
- otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company
BECOMING AND CEASING TO BE A MEMBER
24.1 The Subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in the manner hereinafter stated shall be the members of the Company.
24.2 No person shall be admitted as a member of the Company unless he is approved by the Board.
24.3 The classes of membership as at the date of adoption of these Articles shall be as follows:-
- Full members (“Full Members”) – Full membership shall be open to any individual with an interest in the Game who wishes to support the objectives of the Company, receive the benefits of membership, have the right to vote at general meetings and be bound by the guarantee set out in these articles
- Affiliate members (“Affiliate Members”) – within the class of Affiliate Members there shall be the following categories:-
- Honorary members – honorary membership shall be open to those who are or have been members of the Company or its predecessor associations and who in view of their long and distinguished service to the sport are recommended by the Board for admission to this category of membership and thus approved at a subsequent Annual General Meeting;
- Junior members -junior membership shall be open to persons under the age of 18;
- Interested body membership – interested bodies such as referees or coaches associations which are properly constituted, formed for the interest of collective concern between, for instance, coaches or referees, on application and submission of a copy of their constitution to the Board in addition to the payment of the appropriate subscription may be accepted into this class of membership; and
- Club membership – club membership shall be open to commercial snooker clubs and members’ social clubs and institutions who wish to be associated with the Company for the purpose of hosting tournaments and who have submitted a copy of their constitution if applicable to the Board (in addition to payment of the appropriate subscription).
- c) Leagues and Local Associations
1) Local snooker leagues/associations (LAs)- This category of membership shall be open to any local or regional snooker league/association which is constituted to the satisfaction of the board, and formed for the interest of collective concern.
2) They shall receive the benefits of membership designed for their participation, have the right to vote at general meetings and be bound by the guarantee set out in these articles.
3) Each LA will be entitled to A MINIMUM OF 1 VOTE or 1 vote for every 50 members on their member index list submitted to the Company at the end of their season and in any case by the 31st August each year
24.4 New Categories:- The Board may at any time, and at its discretion by the creation and amendment of the Rules, create new categories of membership and vary the foregoing categories.
24.5 Affiliate membership rights:- None of the foregoing categories of Affiliate Membership shall be members of the Company as defined in and for the purposes of the Companies Act and accordingly Affiliate Membership shall not carry the right to vote at general meetings of the Company nor shall Affiliate Members in any way be subject in that capacity to the liabilities of full membership of the Company except that any individual concerned with an interested body membership who is also an individual member at the time of any General Meeting shall be allowed to attend and vote in that latter capacity.
- a) Affiliate members shall have no vote but shall be entitled to attend and speak at general meetings.
25 Admission to membership:- subject to Article 27, all applicants for membership shall be required to complete and sign the application for membership form provided by the Board of the Company.
- Further where the application form is signed on behalf of an interested body the person signing the application form on behalf of the interested body agrees that all members of that body shall be deemed to be and be in fact bound by the Memorandum, Articles and Rules of the Company as well as more particularly agreeing to accept the policies, rules and conditions in relation to admission to membership and the payment of fees in general and the whole terms of these Articles, the Rules and any bye-laws, rules or regulations, codes of ethics or conduct made in consequence of the powers granted herein.
26 Members’ subscriptions – the policy rules and conditions for admission to membership shall be fixed by the Board and, subject simply to approval at the annual general meeting as hereinafter narrated, the Board shall also fix the fees and subscriptions for membership
27 Membership acceptance:- In all cases the decision of the Board on applications for membership, renewal of membership and decisions on whether or not they should be accepted shall be the sole responsibility of the board, and in the event that application is refused the Board shall not be under obligation to assign any reason for such refusal.
28 Membership cessation:- A member will cease to be a member (whether an Individual Member or an Affiliate Member or otherwise):-
- Subject to Article 29, if he resigns by giving notice to the Company;
- If an individual, upon death, or if he becomes of unsound mind;
- If he fails to renew his Annual Membership Fee within three months of the due date for renewal
- If, in the case of an interested body, if that interested body fails to ensure to the reasonable satisfaction of the Board that its members, officers and employees comply with the Memorandum, Articles and Rules of the Company;
- If he is removed from the membership in accordance with any Rules established pursuant to Article 8.
28.1 The directors may also at their discretion resolve to terminate the membership of any member if they believe it to be in the best interests of the Company by reason of some act or omission of the Member.
- Notice of the intention to pass such a resolution shall be given by the Secretary to the member who shall be entitled to be heard in his own defence by the directors or a committee of the directors before such resolution is carried into effect.
Notice of retirement or resignation
29 Notice of retirement or resignation from membership of the Company or from any of its committees of sub-committees is to be intimated in writing to the Secretary of the Company.
29.1 Where possible the reason for doing so should be given and the date from which it is intended the retirement or resignation should take effect.
29.2 No Individual Member may retire or resign if such retirement or resignation would result in there being less than 2 Individual Members.
30 Membership fees for the full year in which the member retires or resigns or otherwise ceases to be a member will be payable and no member shall be entitled to any refund of membership fee on ceasing to be a member.
30.1 Membership of the Company is not transferable.
ORGANISATION OF GENERAL MEETINGS
- General meetings
- The Annual General Meeting of the Company shall be held between the 1st and 31st October in each year at such time and place as the Board shall determine.
- The business of the Annual General Meeting shall be to receive the report of the Board, the Financial Statements, to elect the Directors and the Auditor for the ensuing year and to approve the rates of the various fees and subscriptions payable to the Company in the ensuing year as well as to consider resolution(s) of which due notice has been given.
- The Chairman shall take the Chair and failing him any director who is appointed by the meeting except the Secretary. If there be no director present willing to take the Chair the meeting shall elect its own chairman. The Chairman shall have a deliberative, as well as a casting vote, at all general meetings.
- The rates of the various fees and subscriptions payable to the Company shall continue unless altered by an ordinary Resolution Of those present, entitled to vote and voting at an Annual General Meeting.
- The Secretary shall call an Extraordinary General Meeting at the Request of the Directors or upon receipt of a request in writing signed by at lease 20% of the Full Members of the Company, pursuant to the provisions of the Act, stating the purpose for which the Meeting is to be called and the Resolution or Resolutions which will be proposed by those calling The Meeting.
- The directors shall forthwith proceed to convene an extraordinary general meeting for a date not later than four weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the company may call a general meeting.
- At least twenty one days notice of an Annual General Meeting and Fourteen days notice of any Extraordinary General Meeting shall be sent to the Directors, Auditor and all members. At an Extraordinary General Meeting no business shall be considered other than of which notice has been given.
- h) 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.
32.1 The terms of any Resolution or Resolutions to be proposed at any Annual General Meeting must be communicated in writing before the Thirtieth day of June in each year to the Secretary of the Company by Minimum of 10% of the Full Members of the Company who Intend to propose the Resolution.
33. Attendance and speaking at general meetings
33.1 A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting
33.2 A person is able to exercise the right to vote at a general meeting when:
- that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
- that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
33.3 The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
33.4 In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
33.5 Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
34. Quorum for general meetings
34.1 No business is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
34.2 The quorum for an AGM shall be 10% of those Full Members entitled to attend and vote at the meeting; and the quorum for any other general meeting shall be 10 Full Members entitled to attend and vote at the meeting.
- Chairing general meetings
35.1 The Chairman shall chair general meetings if present and willing to do so.
35.2 If the Chairman is unable or unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start:
- the directors present; or
- (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
35.3 The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”
35.4 The Chairman shall ensure that an attendance register is compiled prior to the commencement of the meeting
36. Attendance and speaking by directors and non-members
36.1 Directors may attend and speak at general meetings, whether or not they are members.
36.2 The directors of the company may invite guest speakers who are not members of the company to attend and speak at a general meeting.
36.3 Non members may be permitted to attend and remain in the meeting only if permitted to do so, after a show of hands by a majority of Full members present at the meeting.
37.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum or during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
37.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if’:
- the meeting consents to an adjournment; or
- it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
37.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
37.4 When adjourning a general meeting, the chairman of the meeting must:
- either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors; and
- have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
37.5 If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
- to the same persons to whom notice of the company’s general meetings is required to be given; and
- containing the same information which such notice is required to contain.
37.6 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
38. Voting: general
38.1 Each Full Member shall be entitled to one vote and Affiliate members shall have no vote but shall be entitled to attend and speak at general meetings.
38.2 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
39. Errors and disputes
39.1 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
39.2 Any such objection must be referred to the chairman of the meeting whose decision is final.
40. Poll votes
40.1 A poll on a resolution may be demanded:
- in advance of the general meeting where it is to be put to the vote; or
- at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
40.2 A poll may be demanded by:
(a) the chairman of the meeting;
(b) the directors;
- two or more persons having the right to vote on the resolution; or
- a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
40.3 A demand for a poll may be withdrawn if:
- the poll has not yet been taken; and
- the chairman of the meeting consents to the withdrawal.
40.4 Polls must be taken immediately and in such manner as the chairman of the meeting directs.
41. Content of proxy notices
41.1 Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which:
- states the name and address of the member appointing the proxy;
- identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
- is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
- is delivered to the company in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
41.2 The company may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
41.3 Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
41.4 Unless a proxy notice indicates otherwise, it must be treated as:
- allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
- appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
42. Delivery of proxy notices
42.1 proxy notices must be delivered to the company at least 48 hours before the time of the meeting.
42.2 A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the company by or on behalf of that person.
42.3 An appointment under a proxy notice may be revoked by delivering to the company a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
42.4 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
44. Means of communication to be used
44.1 Subject to the articles anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
44.2 Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
44.3 A director may agree with the company that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.
45. No right to inspect accounts and other records
45.1 Except as provided by law or authorised by the directors or an ordinary resolution of the company, no person is entitled to inspect any of the company’s accounting or other records or documents merely by virtue of being a member.
- Financial year
46.1 The Accounting Reference Date of the Company shall be the 30th June in each year but subject to the approval of the Company in General Meeting and to the provisions of the Act the Board may alter the Accounting Reference Date and make the necessary consequential amendments to the Articles of the Company with respect to the date of payment of the annual fees.
46.2 The annual membership fee appropriately determined in accordance with these Articles shall be due and payable by 30th September in each year or in the event of a member wishing to contest an event organised under the aegis of the Company then prior to competing in that event.
46.3 The company’s annual accounts for a financial year must be audited by an auditor holding a current audit-practising certificate issued by:-
The Institute of Chartered Accountants of Scotland
27 Queen Street
Edinburgh EH2 1LA
46.4 The audited accounts must be sent to all members along with the notice of the relevant Annual General Meeting
47.1 Any notice to be given to or by any person pursuant to the articles shall be in writing except that a notice calling a meeting of the directors need not be in writing.
47.2 The company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the company.
47.3 A member present, either in person or by proxy, at any meeting of the company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
47.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
48 National Qualification
48.1 A Player shall be qualified to represent Scotland if
- a) he has been born in Scotland or
- b) has one or other parent who was born in Scotland provided that he has not represented any other country during the period of 68 months immediately preceding the event.
DIRECTORS’ INDEMNITY AND INSURANCE
1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against:
- any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company;
- any liability incurred by that director in connection with the activities of the company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006);
- any other liability incurred by that director as an officer of the company or an associated company.
2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
3) In this article:
- companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
- a “relevant director” means any director or former director of the company or an associated company.
48.1 The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
48.2 In this article:
- a “relevant director” means any director or former director of the company or an associated company;
- a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the company, any associated company or any pension fund or employees’ share scheme of the company or associated company; and
- companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.