Company No 56712
THE COMPANIES ACTS 1862 – 1893
AND
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
NORTHUMBERLAND GOLF CLUB LIMITED
(as adopted by Special Resolution dated 31 March 1990
and by a further Special Resolution dated 24 June 2005)
Interpretation
1. In these articles:
1.1 “the Act” means the Companies Act 1985 including any statutory modifications or re-enactment for the time being in force;
1.2 “the Club” means the Northumberland Golf Club Limited;
1.3 “Secretary” means the secretary of the Club or any other person appointed to perform the duties of the secretary of the Club, including a joint, assistant or deputy secretary;
1.4 unless the context otherwise requires, words or expressions contained in these articles shall bear the same meaning as in the Act but excluding any statutory modification not in force when these articles became binding on the Club;
1.5 any references to a member of the committee shall be construed as one with the expression “director” in Section 741 of the Act, and the expression “committee” shall be construed accordingly.
2. 2.1 The Club is established for the purposes expressed in the Memorandum of Association.
2.2 None of the Regulations contained in the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 shall apply to the Club.
3. Classes of Membership
The following classes of members shall comprise the membership of the Club:-
3.1 full members;
3.2 non-playing members;
3.3 country members;
3.4 honorary life members;
3.5 honorary members;
3.6 junior members
The committee may from time to time determine the maximum number in each class of membership.
4. Eligibility for Membership
4.1 4.1.1 Male amateur golfers aged 18 years or over shall be eligible for election as full members of the Club.
4.1.2 Male amateur golfers aged under 18 years shall be eligible for election as a junior member of the Club. Junior members may attend general meetings of the Club but shall have no voting rights.
4.2 Any full member being so desirous, may, at the discretion of the committee, be made a non-playing member. Additionally, at the discretion of the Committee, a male person may be admitted as a non playing member of the Club subject to compliance with Article 5.
4.3 Any member, or any person eligible for full membership, who does not reside within a radius of 100 miles of Newcastle upon Tyne central railway station may, at the discretion of the committee, be made a country member.
4.4 Any member qualifying under the following categories shall be elected to honorary life membership without payment of any additional or further annual subscriptions except in respect of his guarantee contained in Clause 4 of the Memorandum of Association:-
4.4.1 members who at the date of the adoption of these Articles hold or have previously held the offices of President or Vice-President of the Club;
4.4.2 members aged 75 years or over who have continuously been members of the club for not less than 50 years;
4.4.3 any member, following a recommendation by the committee, by resolution at an annual general meeting of the Club.
4.5 Any persons may at the discretion of the committee be appointed as honorary members and who, except that they shall be subject to the rules and regulations contained in the articles and the bye-laws of the Club for the time being in force, shall be exempt from all liabilities as members except in respect of his guarantee contained in Clause 4 of the Memorandum of Association.
4.6 Subject always to Article 4.4.1 as at the date of the adoption of these Articles any member holding the office of President or Vice President or Captain of the Club shall automatically become an honorary member and shall be exempt from the payment of the annual subscription for the duration of his period of office.
5. Election of Members
5.1 5.1.1 Subject to Article 5.5.1 every candidate for membership of the Club shall (unless the committee unanimously resolves otherwise) be proposed by one member of the Club and seconded by another member of the Club, to whom the candidate shall have been known socially for a period of at least five years, and who shall be responsible for his eligibility and who shall have been members of the Club for not less than 5 years. Unless the committee unanimously resolve otherwise the application must be supported by five additional members willing to act as sponsors for the candidate who must satisfy themselves that the candidate is suitable for membership of the Club. Every such application for membership shall be in such form and shall be progressed in accordance with the requirements of the bye-laws of the Club.
5.1.2 Unless the committee unanimously resolve otherwise every candidate for junior membership of the Club shall be proposed by one full member of the Club and seconded by another full member of the Club who shall be responsible for his eligibility and who shall have been members of the Club for not less than five years and who must satisfy themselves that the candidate is suitable for junior membership of the Club. All junior members shall be bound by these articles and the bye-laws and by such restrictions on the use of the golf course and the clubhouse or otherwise as the committee may from time to time resolve.
5.2 Notification of election or non-election shall be given by the secretary to the candidate and the proposer as soon as practicable after the requirements of the bye-laws have been complied with. If any candidates be dissatisfied with the decision of the committee his proposer may appeal to an extraordinary general meeting upon his giving notice in writing to that effect to the secretary within one week after receipt of the notification of the decision of the committee not to elect such candidate, provided that his proposer secures the summoning of an extraordinary general meeting in accordance with Article 10.2.
5.3 A list of all candidates for election shall be kept by the secretary and, subject to the provisions of article 5.4, the names on such list shall be dealt with in rotation unless the committee considers that it is in the interest of the Club to act otherwise.
5.4 Application from any member (except a junior member) seeking to transfer from one class of membership to another must be made in writing and may be approved by the Committee in their absolute discretion.
5.5 Upon attaining the age of 18 years a junior shall cease to be a junior member but shall be eligible for full membership of the Club upon the following basis:
5.5.1 if the candidate shall have been a junior member of the Club for more than one year then he shall be proposed by one full member of the Club and seconded by another full member of the Club to whom the candidate shall have been known for not less than one year; or
5.5.2 if the candidate shall have been a junior member of the Club for less than one year then Article 5.1.1 shall apply to his election for membership of the Club.
6. Entrance Fees and Subscriptions
6.1 6.1.1 The entrance fee payable by a member shall be a sum equivalent to 75% of his annual subscription on admission or such other percentage as the committee may from time to time prescribe. In the case of a person (who has not previously been a full member) applying for full membership in accordance with the provisions of Article 5.4, such person shall pay 75% (or such other percentage as the committee may from time to time prescribe) of the annual subscription then payable less the amount of the entrance fee previously paid by him.
6.1.2 A junior member shall not pay an entrance fee for junior membership but shall pay such annual subscription as the Committee shall from time to time prescribe.
6.2 The annual and other subscriptions payable by members of the Club shall be such as the Club in general meeting may from time to time prescribe save and except that the committee may in its absolute discretion increase the subscription payable annually by the several classes of members by a percentage not exceeding the greater of the increase in the All Items Retail Prices Index as published from time to time by HM Government’s Office for National Statistics or 10% of the current subscription and shall by notice to the members inform them that such increased subscription is the relevant annual subscription for the following year. The committee may provide either generally or as respects any particular member or members for the payment of annual and other subscriptions by instalments.
6.3 Any member elected after the thirty first day of March in any year shall be liable only for a due proportion (apportioned on a monthly basis) of his respective annual subscription for the year of his election in addition to the full amount of the appropriate entrance fee.
6.4 On the election of a new member the secretary shall notify the fact to him in writing, and request him to pay the amount of his entrance fee (except junior members) and the annual and other subscriptions; and no member newly elected shall participate in any of the privileges of the Club until he has paid the same.
6.5 6.5.1 The annual subscription for each calendar year following the year of admission is due and payable on the first day of January in the appropriate calendar year, or on such other date as the committee shall decide.
6.5.2 If the subscription of a member shall be unpaid by the due date for payment prescribed under clause 6.5.1 the Club shall be entitled to charge interest on the amount due from the due date for payment until payment is received by the Club at a rate equivalent to 5% or 3% above the base rate of the Club’s principal bankers for the time being whichever rate of interest shall be the higher.
6.6 If the subscription of a member be in arrears for two months from the date on which it became due he shall not be entitled to exercise any of the privileges of membership of the Club and the committee may cause his name to be posted in the clubhouse and if the subscription shall still be in arrears for three months after becoming due the committee may in their absolute discretion remove his name from the list of members and he shall thenceforth cease to be a member of the Club or have any claim upon its property, without prejudice, however, to the rights of the Club to recover (whether by set off or otherwise) all monies remaining owing to the Club from such defaulter. Upon a satisfactory explanation being made the committee may restore the defaulter’s name to the list of members on such terms as it thinks fit.
7. Use of the Club’s Facilities
7.1 Upon election to and whilst retaining membership and subject to the express provisions of these articles and to the Memorandum of Association and to any bye-laws of the Club made by the committee under the powers conferred upon them by these articles, all members shall be entitled at all reasonable times to use in common all the premises and property of the Club provided for the use of the members and to be supplied, at such charges and at such times as the committee shall from time to time determine or approve, with such meals, refreshments and things as are provided by the Club for the use of the members, except that non-playing members shall not be entitled to play on the golfing green or on the practice field.
7.2 Honorary life members and honorary members of the Club shall have the same rights and privileges as full members.
8. Resignation
Any member wishing to resign his membership of the Club shall give notice in writing of his intention to do so addressed to the secretary and deposited at the registered office of the Club on or before 31st December in any year, failing which such member shall be liable for the subscription for the following year.
9. Expulsion of Members
If the conduct of any member either in or out of the clubhouse, or on or off the golfing green, be such as appears to the committee to endanger the character, interests, or good order of the Club, or be objectionable in any respect, it shall be in the power of the committee, or, on a requisition for that purpose signed by fifteen or more members of the Club, it shall be their duty to call an extraordinary general meeting of the Club to consider the expulsion of such member. Fourteen clear days’ written notice of such meeting shall be given to the members of the Club and in the case of the member complained of shall be addressed to his usual or last known usual place of residence. Prior to such meeting the member complained of shall be entitled at his own expense to send a written personal statement to the other members of the Club. At such meeting the member complained of shall be offered the opportunity to address the meeting or alternatively he may nominate a third party to address the meeting in his stead. At such meeting the votes shall be taken by ballot, and in the event of two-thirds of the votes given being for the removal of the name of such member from the list of the members of the Club, he shall cease thenceforth to belong to the Club, or to have any claim upon its property, without prejudice to the rights of either party to recover from the other party any monies that may then be owing from such other party.
10. Meetings of Members
10.1 The annual general meeting of the Club shall be held each year during the months of March or April on such date and at such time and place as shall be fixed by the committee. The officers of the Club and the auditors for the ensuing year shall be elected at such meeting. There shall be laid before such meeting the report of the committee as to the general position of the affairs of the Club, and a statement of the treasurer’s accounts, audited by the auditors duly appointed by the Club at the preceding annual general meeting, and any other business of the Club as may lawfully be transacted at such meeting.
10.2 The committee may convene an extraordinary general meeting whenever it thinks fit, and shall convene one upon a requisition in writing by fifteen or more members. Every such requisition shall express the object of the required meeting. Upon the receipt of such requisition the committee shall forthwith convene an extraordinary general meeting. If it fails to do so within twenty-one days from the date of receipt of such requisition, the requisitionists, or any other fifteen or more members, may themselves convene such meeting.
10.3 Due notice of all general meetings may be given by the secretary posting the same in the clubhouse, and such notice shall specify the nature of the business to be transacted thereat, and, in the case of an extraordinary general meeting, no business shall be entertained at such meeting other than that specified in the notice.
10.4 In the absence of the president, the chair shall be taken by one of the vice-presidents to be chosen by the meeting. If no such person is present or, being present is unwilling to act as chairman the members present shall elect a member of the committee to be chairman and if there shall be no committee member present then the members shall elect any one of their number to be chairman of the meeting.
10.5 Fifteen members present in person shall form a quorum at all general meetings of the Club. If, within fifteen minutes of the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of members, shall be dissolved. 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 of members is not present, it shall be adjourned sine die. The chairman may, with the consent of the meeting, adjourn any meeting from time to time, 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.
10.6 All discussions shall be conducted in such manner as the chairman of the meeting shall direct, and all questions which shall be brought before the meeting shall be decided by a majority on a show of hands (except in the case of a meeting convened under Article 9), unless a poll shall be demanded. Unless a poll is demanded, the declaration by the chairman that a resolution has been carried shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in its favour. If a poll is demanded, the same shall be taken at such time and in such manner as the chairman directs, and the result of such poll shall be deemed to be the resolution of the meeting.
10.7 Every member of the Club shall have the right to attend general meetings of the Club. Except in the case of junior members every member of the Club shall have one vote thereat. In the case of equality of votes, the chairman of the meeting shall have a second or casting vote. No member entitled to vote at any meeting may do so unless all money then due from him to the Club has been paid.
11. Committee
11.1 The management of the Club and its funds shall be vested in the committee.
11.2 The committee shall exercise all such powers and do all such things as may be exercised or done by the Club, save such as are by these articles or by any statute for the time being in force required to be exercised or done by the Club in general meeting, and may act notwithstanding vacancies.
11.3 The committee shall consist of the captain and honorary treasurer for the time being (who shall be ex officio full voting members of the committee) and 9 other members of the Club (the “ordinary committee members”). One third of the ordinary committee members shall retire from office at every annual general meeting but shall be eligible for re-election. The ordinary committee members to retire shall be the members who have been longest in office since their last election. As between ordinary committee members of equal seniority the members to retire shall in the absence of agreement be selected from among them by lot. The committee shall cause to be posted in the clubhouse not later than the 31st day of December in each year a notice containing the names of the ordinary committee members who retire. Any two members of the Club may nominate a member or members to fill the annual vacancies and notice of such nomination (together with the written consent of the nominee or nominees) shall be sent in writing to the secretary not later than the 31st day of January following after the posting of the notice. The names of the members nominated for election as ordinary committee members together with those of their nominators shall be posted by the secretary in the clubhouse within seven days after the closing date for the receipt of nominations. The committee shall have the power to appoint a member to fill any casual vacancy arising on the committee and he shall hold office until the next annual general meeting of the Club when he shall retire from office but shall be eligible for re-election.
11.4 The election of the ordinary committee members shall take place in the following manner:-
11.4.1 whenever the number of members nominated for election is equal to or less than the number of vacancies the members in general meeting may resolve by ordinary resolution to elect the members so nominated;
11.4.2 in the event that the number of members nominated for election exceeds the number of vacancies the members in general meeting will elect the requisite number by ballot;
11.4.3 balloting lists shall be prepared (if necessary) containing the names of members nominated for election only, in alphabetical order, and each member present at the general meeting and qualified to vote shall be entitled to vote for any number of members not exceeding the number of vacancies;
11.4.4 if two or more members nominated obtain an equal number of votes, the committee shall select by lot from such members the member or members who is or are to be elected;
11.4.5 in the case there shall not be sufficient number of members nominated the committee may elect a member or members to fill the vacancy or vacancies.
11.5 The committee shall appoint one of its members to act as chairman and 5 members thereof shall constitute a quorum at any meeting of the committee. The chairman of the committee in the case of equality of votes shall have a casting vote.
11.6 There shall not be any age limit for members of the committee and accordingly Section 293(2) to (6) of the Act shall not apply to the Club.
11.7 The committee may, from time to time, appoint such sub-committees as may be necessary, and may delegate any of its powers to such sub-committees, who shall, in the exercise of such powers, conform to any regulations that may be imposed on them by the committee, and the committee shall have power to associate with those sub-committees any member or members of the Club, or, as experts, other persons of knowledge and practical experience in the matters submitted to the sub-committees.
11.8 Every committee member or other officer of the Club shall be entitled to be indemnified out of the assets of the Club against all costs, charges, losses, expenses and liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereof, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under Section 727 of the Act in which relief is granted to him by the court, and no committee member or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Club in execution of the duties of his office or in relation thereto. But this article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act.
11.9 A member of the committee shall cease to be a member of the committee if:-
11.9.1 without the consent of the Club in general meeting he holds any other office or profit under the Club; or
11.9.2 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
11.9.3 he becomes prohibited from being a member of the committee by reason of any order made under the provisions of the Company Directors Disqualification Act 1986; or
11.9.4 he becomes of unsound mind; or
11.9.5 he resigns his office by notice in writing to the Club; or
11.9.6 he is directly or indirectly interested in any contract with the Club and fails to declare the nature of his interest in a manner required by Section 317 of the Act.
11.10 A member of the committee shall not vote in respect of any contract in which he is interested or any matter arising therefrom, and if he does so vote his vote shall not be counted.
12. Secretary
12.1 The committee shall appoint a secretary upon such terms and subject to such conditions as it thinks fit.
12.2 The secretary shall not be a member of the committee.
12.3 Subject to any directions which may be given, from time to time, by the committee, it shall be the duty of the secretary:-
12.3.1 to conduct all correspondence of the Club;
12.3.2 to attend all general and committee meetings, and to keep minutes of such meetings in a book or books to be kept for that purpose;
12.3.3 to give due notice of all general and committee meetings;
12.3.4 to ensure that the name of all candidates for election are duly posted in the clubhouse;
12.3.5 to post an alphabetical list of names of all members and of the committee in the clubhouse;
12.3.6 to perform all other duties required of him by these articles, or by the committee.
13. Honorary Treasurer
13.1 the honorary treasurer of the Club shall be elected at an annual general meeting and shall retire at the subsequent annual general meeting. He shall be eligible for re-election.
13.2 The duties of the honorary treasurer shall be in accordance with the directions given to him by the committee from time to time.
14. President and Vice-Presidents
At the annual general meeting the members shall elect a president and such number of vice-presidents as the committee shall determine and who shall be nominated for office on the recommendation of the committee.
15. Captain
At the annual general meeting the members shall elect a captain who will be proposed by the outgoing captain or failing him the last surviving captain and seconded by the chairman of the committee and who shall hold office for the ensuing year and shall retire at the subsequent annual general meeting.
16. Bye-laws
16.1 The committee shall have power from time to time to make, alter and repeal all such bye-laws as they deem necessary or expedient or convenient for the proper conduct and management of the Club, and in particular, but not exclusively, they may by such bye-laws regulate:-
16.1.1 the terms and conditions upon which persons other than members of the Club, junior members, children and visitors shall be permitted to use the premises and property of the Club;
16.1.2 the times of opening and closing of the facilities, clubhouse and premises of the Club or any part of them and the hours for the supply of intoxicating liquor;
16.1.3 the rules to be observed, any prizes or stakes to be played for by members of the Club playing any games on the premises of the Club;
16.1.4 the prohibition of particular games on the premises of the Club entirely or at any particular time or times;
16.1.5 the conduct of members of the Club in relation to one another, and to the Club’s staff;
16.1.6 the setting aside of the whole or any part or parts of the premises of the Club for members, [or any other persons or persons using the premises of the Club] at any particular time or times, or for any particular purpose or purposes;
16.1.7 the imposition of [reasonable sanctions] for the breach of any bye-law or any article of association of the Club; and
16.1.8 generally all other matters appertaining to the Club, Its premises and its members.
16.2 The committee shall adopt such means as they deem sufficient to bring to the notice of the members of the Club all such bye-laws, alterations and repeals; and all such bye-laws, so long as they shall be in force, shall be binding on all members of the Club provided that no bye-laws shall be inconsistent with, or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Club and shall not be in breach of any statutory provision. Any bye-law may be set aside by a special resolution of a general meeting of the Club.
17. Execution of Documents and Common Seal
17.1 The committee shall provide for the safe custody of the common seal of the Club. The seal of the Club 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 committee members or one committee member and the secretary or such other person as the committee may appoint for the purpose, and these persons shall sign every instrument to which the seal of the Club is so affixed in their presence.
17.2 Alternatively the Club may enter into any instrument with the prior authority of a resolution of the committee provided every such instrument shall be signed in such manner and by such person or persons as may from time to time be prescribed in law.
18. Auditor
An auditor or auditors shall be appointed in accordance with Article 10.1 and their duties shall be regulated in accordance with the Act.
19. Dissolution
If the Club shall be wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of an extraordinary resolution of the Club and any other sanction required by the Act, divide among the members of the Club in specie or in kind, the whole or any part of the assets of the Club and may, with the like sanction, vest the whole or any part of the assets of the Club in such other association club or body having objects similar to the objects of the Club subject always to the provision of clause 3.15 of the Memorandum of Association.