Articles of Association

Memorandum of Association

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

of

THE OLD WIMBLEDONIANS ASSOCIATION

  1. THE name of the Company (hereinafter called “the Association”) is “THE OLD WIMBLEDONIANS ASSOCIATION.”

  2. THE registered office of the Association will be situated in England and Wales.

3. THE objects for which the Association is established are:

(a) To takeover the whole or any part of the real and personal property and assets belonging to and to undertake all or any of the liabilities of the unincorporated association known as the Old Wimbledonians Association of 143, Coombe Lane, West Wimbledon, London SW20 0QX Note 1

(b) To act as an association of former students of Wimbledon College (“the College”) and Wimbledon College Preparatory School (“Donhead”) and other persons connected therewith.

(c) To maintain former students of the College and Donhead (“the Schools”) in sympathy with their Alma Mater and to keep in pious and honoured memory the names of deceased members and former students of the Schools.

(d) To help and assist the studies of the students from time to time of the Schools and generally to further their interests.

(e) To help and assist the former students of the School and members of the Association and generally to further their interests.

(f) To establish, maintain and conduct a sports club or clubs and to construct, demolish, refurbish, alter, acquire, equip, maintain and manage pavilions, club houses, buildings, sports grounds and other conveniences for use in connection therewith and to provide facilities and premises for the play and practice of all sports and games by all or any persons wishing to use the same.

(g) To obtain and provide for sale or otherwise all kinds of refreshments, liquid and solid, required by members of the Association and other persons attending the premises of the Association and to apply to be registered and licensed for the sale of intoxicating liquor and to renew or alter such registration or licence from time to time as may be in the interests of the Association or required by statute or regulation.

(h) To establish and maintain or procure the establishment and maintenance of any non-contributory or contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances, benefits or emoluments, to any persons who are or were at any time members of the Association, the Schools, present and former students of the Schools, any other person or associations whether incorporated or not and any persons in whose welfare the Association is or has been interested, and the wives, widows, families and dependents of any such persons, and to make payments for or towards the insurance of any such persons as aforesaid.

(i) To establish and support or aid in the establishment and support of any charitable associations or institutions and to make gifts, donations, grants or endowments from the assets of the Association and subscribe or guarantee money for charitable purposes.

And the Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:

(a) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, demolish, refurbish, alter and maintain buildings or erections.

(b) To sell, let, mortgage, charge, dispose of or turn to account all or any of the property or assets of the Association.

(c) To take any gift of property whether subject to any special trust or not for any one or more the objects of the Association.

(d) To undertake and execute any charitable trusts which may lawfully be undertaken by the Association.

(e) To borrow, raise or lend money on such terms and on such security as may be thought fit.

(f) To invest the moneys of the Association not immediately required for its purpose in or upon such investments, securities or property as may be thought fit.

(g) To subscribe to, become a member of and cooperate with any other association whether incorporated or not whose objects are either in whole or in part similar to those of the Association and which by their constitution prohibit the distribution of their income and property amongst their members to any extent at least as great as imposed on the Association by this Memorandum of Association.

(h) To do all such other lawful things as are incidental to the attainment of furtherance of the said objects or any of them.

4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Association.

Provided that nothing therein shall prevent any payment in good faith by the Association:

(a) of reasonable and proper remuneration to any member officer or servant of the Association for any services rendered to the Association;

(b) of interest on money lent or reasonable and proper rent for premises demised or let by any member of the Association;

(c) to any member, officer or servant of the Association of out-of-pocket expenses.

5. The liability of the members is limited.

6. Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1.00) to the assets of the Association if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Association’s debt sand liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustments of the rights of the contributories among themselves.

7. If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property amongst its or their members as great as is imposed by Clause 4 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution.

Articles of Association

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF

THE OLD WIMBLEDONIANS ASSOCIATION

GENERAL

1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

And words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender; and words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.

2. The Association is established for the purposes expressed in the Memorandum of Association.

MEMBERSHIP

3. The number of members with which the Association proposes to be registered is unlimited.

4. The members of the Association shall be:

(a) the subscribers to the Memorandum of Association;

(b) and every person who at the date of incorporation of the Association is a member of the Unincorporated Association and has paid his current subscription as such member and who signs a written consent to become a member of the Association and whose name is entered in the register of members of the Association;

(c) and such other persons as the Committee shall admit to membership in accordance with the Articles.

5. There shall be three classes of members, namely:

(a) Ordinary Members;

(b) Honorary Members;

(c) Associate Members.

6. The qualification for Ordinary Membership shall be that the person is a former pupil of the College or Donhead.

7. The qualification for Honorary Membership shall be that the person is a suitable person for election to that category (as determined by the Committee) whether or not a former pupil of the College or Donhead.

8. The qualification for Associate Membership shall be that the person is generally interested in the activities of the Association.

9. The Committee shall subject as aforesaid decide in which class an applicant for membership shall become a member and may require such further qualifications or such conditions to be satisfied by any member or applicant for membership of any class as the Committee may think fit, and the Committee may require such evidence to be furnished to them as they think fit that any qualifications or condition for the time being required or imposed is duly satisfied, whether on application for admission to membership or at any time or times after admission.

10. A member shall cease to be a member if:

(a) he shall give to the Secretary of the Association notice in writing of his wish to resign from membership of the Association;

(b) he shall pursuant to the Rules have been expelled from membership of the Association;

(c) his membership shall have been terminated pursuant to Article 20;

Provided that in any period he shall continue to be liable to pay the subscription for the period in which such notice as specified in (a) above is given or he is expelled as referred to in sub-clause (b) or his membership is terminated as referred to in sub-clause (c) above unless the Committee shall waive such subscription.

11. A member who ceases to be a member of the Association shall forfeit all such rights to or claims upon the Association or its property as he otherwise would have by reason of his membership.

12. The Committee may make Rules to regulate the admission of persons to membership of the Association and no person shall be admitted to membership of the Association unless an application for membership shall have been signed by him or on his behalf setting out such particulars as the Committee shall require.

13. The Committee shall in all cases have absolute discretion in deciding whether any person shall or shall not be admitted to membership of the Association.

14. Membership shall not be transferable and shall cease on death.

15. Any member may be removed from the Association by a resolution of the Committee passed by a majority of at least three-fourths of the members of the Committee present and voting at a special Committee meeting of which not less than 21 days previous notice specifying the intention to purpose such resolution shall have been sent to the member whose removal is in question and to all the members of the Committee. Notice of the general nature of the grounds on which such resolution is proposed shall be sent to the member whose removal is in question at least 14 days before the meeting, and he shall be entitled to be heard by the Committee at the meeting.

ENTRANCE FEES AND SUBSCRIPTIONS

16. Every Ordinary and Associate member of the Association shall pay an entrance fee (if any) and an annual subscription as the Committee shall from time to time prescribe.

17. (a) The first subscription and entrance fee (if any) shall be paid on application for membership, and such subscription shall in very case be taken to cover the residue of the period in which such subscription is paid; but in the case of any admission to membership after the commencement of any period the Committee shall be entitled at their discretion to remit such a part, if any, of the first subscription as they think fit.

(b) The Committee shall be entitled to prescribe different subscriptions for different classes of memberships or categories thereof and shall be entitled from time to time to designate the period or periods in respect of which such separate subscriptions are payable.

18. A person who is a member by virtue of Article 4 (b) shall be deemed to have paid his first subscription.

19. The subscriptions for the second and subsequent periods of membership shall be payable in advance. The subscriptions shall be paid to the Treasurer of the Association for the time being or his properly appointed agents.

20. If any member shall fail to pay any subscription due within two calendar months of the due date the Committee shall be entitled to terminate his membership after a further period of twenty eight days during which the name of the member may be published on the notice board at the Association’s premises unless the amount due is paid during that period and the member shall not be entitled to any of the privileges of membership so long as such subscription is in arrear.

GENERAL MEETINGS

21. The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as my be determined by the Committee, and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation of in the following year.

22. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

23. The Committee may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on the request in writing of not less than twelve Ordinary members of the Association, or in default may be convened by such requisitionists, as provided by Section 368 of the Act.

24. Twenty-one clear days’ notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution, and fourteen clear days’ notice in writing at the least of every other General Meeting, specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these Articles or under the Act entitled to receive such notices from the Association; but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act in the case of such meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

25. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

26. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Committee and of the Auditors, the election of members of the Committee in the place of those retiring, and the appointment of, and the fixing of the remuneration of the Auditors.

27. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided ten members personally present shall be quorum.

28. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman of the meeting may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

29. The Chairman (if any) of the Committee shall preside as Chairman at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to preside, the members present shall choose some member of the Committee, or if no such member be present, or if all the members of the Committee present decline to take the chair, they shall choose some member of the Association who shall be present to preside.

30. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

31. At any General Meeting a resolution put the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least two members present in person or by proxy, or by a member or members present in person or by proxy and representing one-tenth of the total voting rights of all the members having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of a meeting that a resolution has been carried, or carried unanimously or by particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof in favour of or against that resolution. The demand for a poll may be withdrawn.

32. Subject to the provisions of Article 33, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman or the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

33. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

34. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the Meeting shall be entitled to a second or casting vote.

35. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

36. Subject to the provisions of the Act of a resolution in writing signed by all the members for the time being entitled to receive notice of and attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held. Any such resolution may consist of several documents in the like form each signed by one or more of the members for the time being entitled to receive notice of a General Meeting.

VOTES OF MEMBERS

37. Subject as hereinafter provided every member shall have one vote.

38. An Honorary or Associate member shall not be entitled to vote at any General Meeting on any matter either personally or by proxy concerning the disposition of the assets of the Association or the alteration of the Memorandum of Association or the Articles.

39. Save as herein expressly provided, no member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another member, at any General Meeting.

40. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

41. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall not have a vote. A proxy must be a member.

42. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing.

43. The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy thereof shall be deposited at the Office or such other place as may be specified in the notice of the meeting not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll not less than twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

44. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the pervious death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

45. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:

“THE OLD WIMBLEDONIANS ASSOCIATION ,

“I, ,

“of ,

“a member of THE OLD WIMBLEDONIANS ASSOCIATION ,

“hereby appoint ,

“of ,

“and failing him, ,

“of ,

“as my proxy to vote for me on my behalf at the

“(Annual/ Extraordinary,) General Meeting of the

“Association to be held on

“20 , and at any adjournment thereof.

“Signed on 20 .”

The instrument appointing a proxy shall be deemed to confer authority to demand on join in demanding a poll.

OFFICERS OF THE ASSOCIATION

46. The officers of t he Association (“the Officers”) shall consist of:

(a) the President;

(b) the Chairman;

(c) the Secretary;

(d) the Treasurer.

47. The President shall be elected by the Association in Annual General Meeting and shall hold office for three years from the end of the General Meeting at which he is elected and at the end of the three years shall be eligible for re-election.

48. The Officers other than the President shall be elected by the Association in Annual General Meeting and shall hold office for one year from the end of the General Meeting at which they elected and at the end of the year shall be eligible for re-election.

49. The President and Chairman must be Ordinary members of the Association and no person shall be qualified to be an Officer unless he is a member of the Association.

50. Any Officer may be removed from the office by special resolution of the Association passed at a General Meeting of which not less than 21 day’s previous notice specifying the intension to propose such resolution shall have been sent to the Officer whose removal is in question and to all the members of the Association. Notice of the general nature of the grounds of which such resolution is proposed shall be sent to the Officer whose removal is in question at least 14 days before the meeting, and he shall be entitled to be heard by the Association at the meeting.

51. The Committee shall have power at any time, and from time to time, to appoint a duly qualified individual to be either the President, the Chairman, the Secretary or the Treasurer to fill a casual vacancy in the office in question. Any individual appointed to fill a casual vacancy hereunder shall hold office, subject to the Articles, for so long as the individual whose retirement or removal has caused the vacancy would have held office in the normal course of events.

52. The first Officers of the Association shall be those appointed by the Committee and they shall hold office until the conclusion of the first Annual General Meeting.

THE COMMITTEE OF MANAGEMENT

53. Until otherwise determined by a General Meeting, the number of the members of the Committee shall not be less than three.

54. The first members of the Committee shall be the persons who are members of the Committee of the Unincorporated Association at the date of the adoption of the Articles and who are named in the Statement delivered to the Registrar of Companies pursuant to section 10 of the Act and such members shall continue to serve as members of the Committee until the conclusion of the first Annual General Meeting.

55. The Committee shall consist of:

(a) The Chairman, Secretary and Treasurer of the Association.

(b) One member of the Association is representative of each Section of the Association to be elected or nominated annually by each Section and who shall take office as members of the Committee with effect from the Annual General Meeting of the Association.

(c) One member of staff, whist so qualified, of each of the College and Donhead nominated in writing by the Trustee Governors of each such establishment.

(d) Up to eight other members of the Association elected annually at the Annual General Meeting.

56. Any member of the Committee may be removed from the Committee by a resolution of the Committee passed by a majority of at least three-fourths of the members of the Committee present and voting at a special Committee meeting of which not less than 21 days previous notice specifying the intention to propose such resolution shall have been sent to the member whose removal is in question and to all the members of the Committee. Notice of the general nature of the grounds on which such resolution is proposed shall be sent to the member whose removal is in question at least 14 days before the meeting, and he shall be entitled to be heard by the Committee a the meeting.

57. The Committee may from time to time and at any time appoint any member of the Association as a member of the Committee either to fill a causal vacancy or by way of addition to the Committee, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting, but he shall then be eligible for re-election.

58. (a) Members of the Committee nominated under the provisions of Article 55 (c) may be removed from time to time by the persons entitled to nominate them and others may be nominated in their place. All such nominations are revocations shall be made in writing addressed to the Secretary at the Office of the Association.

(b) Not more than five Associate Members of the Association may serve on the Committee at any one time.

59. The members for the time being of the Committee may act notwithstanding any vacancy in their body; provided always that in case the members of the Committee shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with the Articles, it shall be lawful for them to act as the Committee for the purpose of admitting persons to membership of the Association, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.

POWERS OF THE COMMITTEE

60. (1) The business of the Association shall be managed by the Committee who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Association as they think fit, and may exercise all such powers of the Association, and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by the Act of by the Articles required to be exercised or done by the Association in General Meeting, subject nevertheless to any regulations of the Articles, to the provisions of the Act and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Association in General Meeting; but no regulation made by the Association in General Meeting shall invalidate any prior act of the Committee which would have been valid if such regulation had not been made.

(2) The Committee shall not exercise the powers of the Association to borrow money in excess of an aggregate amount of £100,000 at any time without the prior approval of the Association in General Meeting. Note 2

SECTIONS

61. The Committee shall be entitled to create and suspend sections and with the prior approval of the members of the Association obtained in General Meeting to dissolve Sections.

RULES

62. The Committee shall have power from time to time to adopt and make, alter or revoke Rules for the regulation of the Association and otherwise for the furtherance of the purposes for which the Association is established, Provided That such Rules are not repugnant to the Memorandum of Association, or the Articles and do not amount to or involve such an alteration of or addition to these Articles as could only lawfully be made by Special Resolution. All such Rules for the time being in force shall be binding upon all members until the same shall cease to have affect as hereinbefore provided. No member shall be absolved from such Rules by reason of his not having received a copy of the same, or of any alterations or additions thereto, or having otherwise no express notice of the m. It is expressly declared that without prejudice to the powers of the Committee to make Rules on other matters the following shall be deemed to be matters which may be governed by Rules within the meaning of this Article, that is to say:

(a) as to the requirements (if any) for persons who are qualified to be elected members of the Association to be proposed and seconded;

(b) as to how such persons are to be elected members of the Association;

(c) as to the rights, privileges and restrictions that are to be attached to membership of each category and what limitation (if any) is to be placed on the number of members in each category;

(d) as to the amount of the entrance fee (if any) and subscription payable by the members of each such category and how and when the same are to be paid;

(e) as to the penalties (if any) including suspension from any of the privileges of membership for the breach of any of the Rules;

(f) as to all matters governing Sections including their constitution, powers and activities;

(g) as to the management of any bar or bars and the sale of intoxicating liquor and as to the hours of opening of such bar or bars within the permitted licensing hours;

(h) as to the conditions upon which non-members of the Association are to be allowed to enjoy the amenities of the Association;

(i) as to the conduct of the voting by ballot;

(j) as to the making by the Committee of bye-laws for the regulation of play on the premises of the Association and of the use by members and non-members of the premises of the Association;

(k) as to the establishment and constitution of permanent committees of the Committee.

(l) Generally as to all matters connected with the Association and the members of the Association not provide for by the Articles.

PROCEEDINGS OF THE COMMITTEE

63. The Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined, five members of the Committee of whom not less than three shall be Ordinary Members shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote.

64. The members of the Committee may and on the request of a member of the Committee of the Secretary shall, at any time, summon a meeting of the Committee by notice served upon the several members of the Committee. A member of the Committee who is absent from the United Kingdom shall not be entitled to notice of a meeting. Except in cases which the Chairman in his absolute discretion considers to be of urgency members of the Committee shall be given not less than 48 hours notice of meeting of the Committee.

65. The Chairman shall be entitled to preside at all meetings of the Committee at which he shall be present and failing him or if he shall not be present within five minutes after the time appointed for holding the meeting or unwilling to preside the members of the Committee present shall choose one of their number who so far as possible shall be an Ordinary Member of the Association to be Chairman of the Meeting.

66. The Committee may delegate any of their powers to sub-committees consisting of such member or members of the Association as they think fit, and any sub-committee so formed shall, in the exercise of the powers so delegated, conform to any Rules imposed on it by the Committee. The meetings and proceedings of any such sub-committee shall be governed by the provisions of the Articles for regulating the meetings and proceedings of the Committee so far as applicable and so far as the same shall not be superseded by any Rules made by the Committee. The Chairman of the Committee shall ex-officio be a member of all sub-committees.

67. All acts bona fide done by any meeting of the Committee or of any sub-committee of the Committee, or by any person acting as a member thereof, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member thereof.

68. The Committee shall cause proper minutes to be made of all appointments of officers made by the Committee and of the proceedings of all meetings of the Association and of the Committee and of sub-committees of the Committee, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

69. A resolution in writing signed by all the members for the time being of the Committee or of any sub-committee of the Committee who are entitled to receive notice of a meeting of the Committee or of such sub-committee shall be as valid and effectual as if it had been passed at a meeting of the Committee or of such sub-committee duly convened and constituted. Any such resolution may consist of several documents in the like form each signed by one or more the Committee or sub-committee members for the time being entitled to receive notice of a meeting of the Committee or sub-committee.

SECRETARY

70. Subject to the provisions of the Act of the Secretary shall be appointed by the Committee for such time at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed may be removed by them. The provisions of Sections 283 and 284 of the Act shall apply and be observed. The Council may from time to time by resolution appoint an assistant or deputy Secretary, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting. The first Secretary of the Association shall be the person named as such in the statement delivered to the Registrar of Companies pursuant to Section 10 of the Act.

THE SEAL

71. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Committee, and in the presence of at least two members of the Committee and of the Secretary, and the said members and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

DISQUALIFICATION OF MEMBERS OF THE COMMITTEE

72. The office of a member of the Committee or Officer of the Association shall be vacated:

(a) if he becomes bankrupt or makes any arrangement or composition with his creditors generally;

(b) if he becomes of unsound mind;

(c) if being required by these Articles he is required to be specifically qualified he ceases to be so;

(d) if by notice in writing to the Association he resigns his office;

(e) if he ceases to hold office by virtue of any provision of the Act or he becomes prohibited by the law from being a Director of a Company;

(f) except in the case of the President of the Association, if he shall be absent from the meetings of the Committee for more than six consecutive months without the consent of the Committee;

(g) if he be removed from office under Article 50 or 56.

73. No provision of the Act which would have the effect of rendering any person ineligible for appointment as a member of the Committee or liable to vacate office on account of his having attained any specific age or of requiring special notice or any other special formality in connection with the appointment of any member of the Committee who has attained any specific age shall apply to the Association.

ACCOUNTS

74. The Committee shall cause accounting records to be kept in accordance with the requirements of the Act.

75. The accounting records shall be kept at the office, or, subject to the provisions of the Act, at such other place or places as the Committee shall think fit, and shall always be open to the inspection of the Officers.

76. The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounting records of the Association or any of them shall be open to the inspection of members not being Officers, and no member (not being an Officer) shall have any right of inspecting any accounting records or other book or document of the Association except as conferred by statute or authorised by the Committee or by the Association in General Meeting.

77. At the Annual General Meeting in every year the Committee shall in accordance with the provisions of the Act lay before the Association an income and expenditure account for the period since the last preceding accounting reference date or (in the case of the first account) since the incorporation of the Association together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Committee and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same 17shall not less than twenty-one clear days before the date of the meeting at which they are to be laid be delivered or sent by post to the Auditors and to all other persons entitled to receive notices of General Meetings in accordance with Section 240 of the Act in the manner in which notices are herein after directed to be served. The Auditor’s report shall and be read before the meeting as required by Section 241 (2) of the Act.

AUDIT

78. In accordance with the provisions of the Act once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

79. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act, the members of the Committee being treated for all purposes as the Directors mentioned in those provisions.

NOTICES

80. A notice may be given by the Association to any member either personally, by telex, or other electronic communication (email or other form if available) or by sending it by post to him or to his registered address or to the address, if any, within the United Kingdom supplied by him to the Association for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice by first-class post, and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of first class post. Notice by telex or email shall be deemed to have been given on transmission. Note 3

81. Notice of every General Meeting of the Association shall be given in any manner hereinbefore authorised to:

(a) Every member except those members who (having no registered address within the United Kingdom) have not supplied to the Association an address within the United Kingdom for the giving notice to them;

(b) the Auditor for the time being of the Association;

(c) and every Officer and Committee member.

No other person shall be entitled to receive notices of General Meetings.

INDEMNITY

82. Every member of the Committee, and other officer or servant of the Association shall be indemnified by the Association against, and it shall be the duty of the Committee out of funds of the Association to pay all costs, losses and expenses, including travel expenses which any such person, officer or servant may reasonably incur or become liable to by reason of any contract entered into or act or thing done by him as such officer or servant in any way in the discharge of his duty. But this Article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act.

WINDING UP

83. Upon the winding up of the Association the provisions of Clause 7 of the Memorandum of Association shall have effect and be observed as if the same were repeated herein.

NOTES

Note 1 The registered address in Clause 3 (a) was changed after the 2011 AGM

Note 2 The maximum amount the committee, can borrow under section 60(2) was increased from £10.000 to £100,0000 after a resolution to this effect was passed at the 2011 AGM

Note 3 The ability to issue notices by electronic communication (e-mail or other form if available) in addition to traditional methods was added to sectio 80 after a resolution was passed at the 2011 AGM