1 V1 10 January 2023
The Companies Act 2006
Community Interest Company Limited by Guarantee
Articles of Association of
East Bristol Rifle and Pistol Club C.I.C.
2 V1 10 January 2023
The Companies Act 2006
Community Interest Company Limited by Guarantee
INDEX TO ARTICLES
1 Defined Terms ................................................................................................................... 4
2 Community Interest Company ........................................................................................... 4
3 Asset Lock ......................................................................................................................... 4
4 Not for profit ...................................................................................................................... 5
5 Objects ............................................................................................................................... 5
6 Powers ................................................................................................................................ 5
7 Liability of Directors ......................................................................................................... 5
8 Directors' general authority ................................................................................................ 6
9 Members' reserve power .................................................................................................... 6
10 Chair ................................................................................................................................... 6
11 Directors may delegate ...................................................................................................... 6
12 Committees ........................................................................................................................ 6
13 Directors to take decisions collectively ............................................................................. 7
14 Calling a Directors' meeting .............................................................................................. 7
15 Participation in Directors' meetings ................................................................................... 7
16 Quorum for Directors' meetings ........................................................................................ 8
17 Chairing of Directors' meetings ......................................................................................... 8
18 Decision making at a meeting ............................................................................................ 8
19 Decisions without a meeting .............................................................................................. 8
20 Conflicts of interest ............................................................................................................ 9
21 Directors' power to authorise a conflict of interest ............................................................ 9
22 Register of Directors' interests ......................................................................................... 10
23 Methods of appointing Directors ..................................................................................... 10
24 Termination of Director's appointment ............................................................................ 10
25 Directors' remuneration .................................................................................................... 11
26 Directors' expenses .......................................................................................................... 11
27 Becoming a member ........................................................................................................ 12
28 Termination of membership ............................................................................................. 12
29 General meetings ............................................................................................................. 13
30 Length of notice ............................................................................................................... 13
31 Contents of notice ............................................................................................................ 13
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32 Service of notice .............................................................................................................. 13
33 Attendance and speaking at General Meetings ............................................................... 13
34 Quorum for General Meetings ......................................................................................... 14
35 Chairing General Meetings .............................................................................................. 14
36 Attendance and speaking by Directors and non-members ............................................... 15
37 Adjournment .................................................................................................................... 15
38 Voting: general................................................................................................................. 15
39 Votes ................................................................................................................................ 15
40 Poll votes .......................................................................................................................... 16
41 Errors and disputes ........................................................................................................... 16
42 Content of proxy notices .................................................................................................. 16
43 Delivery of proxy notices................................................................................................. 17
44 Amendments to resolutions.............................................................................................. 17
45 Written resolutions .......................................................................................................... 17
46 Means of communication to be used ............................................................................... 19
47 Irregularities ..................................................................................................................... 19
48 Minutes ............................................................................................................................ 19
49 Records and accounts ....................................................................................................... 19
50 Indemnity ......................................................................................................................... 20
51 Insurance .......................................................................................................................... 20
52 Byelaws ............................................................................................................................ 20
53 Exclusion of model articles .............................................................................................. 34
INTERPRETATION................................................................................................................ 35
4 V1 10 January 2023
The Companies Act 2006
Articles of Association
of
East Bristol Rifle and Pistol Club C.I.C.
INTERPRETATION
1 Defined Terms
The interpretation of these Articles is governed by the provisions set out in the Schedule at end of the Articles.
COMMUNITY AND INTEREST COMPANY AND ASSET LOCK
2 Community Interest Company
The Company is to be a Community Interest Company.
3 Asset Lock
3.1 The Company shall not transfer any of its assets other than for full consideration.
3.2 Provided the conditions in Article 3.3 are satisfied, Article 3.1 shall not apply to:
a) The transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body and;
b) The transfer of assets made for the benefit of the community other than by way of a transfer of assets into an asset-locked body.
3.3 The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum or Articles of the Company.
3.4 The restriction referred to in Article 3.3 is that any transfer of assets shall only be made to a registered Community Amateur Sports Company (CASC) or a charity, following approval by a Special Resolution of the Members.
3.5 If the Company is wound up under the Insolvency Act 1986, and all its liabilities have been satisfied, all residual assets shall be given or transferred to the asset-locked body specified in Article 3.6 below.
3.6 For the purposes of this Article 3, the following asset-locked body is specified as a potential recipient of the Company's assets under Articles 3.2 and 3.4:
Name: National Small-bore Rifle Association
Charity Registration Number: 215468
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Company Registration Number: 76008
Registered Office: Lord Roberts Centre, Bisley Camp, Woking, Surrey. GU24 ONP
4 Not for profit
4.1 All surplus income or profits are to be reinvested in the Company. No surpluses or assets will be distributed to members or third parties.
OBJECTS, POWERS AND LIMITATION OF LIABILITY
5 Objects
5.1 The objects of the Company are to carry on activities which benefit the community and in particular (without limitation) to encourage, promote and facilitate the development of and participation in such target shooting sports as may be lawfully undertaken in accordance with current legislation at that time.
6 Powers
6.1 In furtherance of the objects but not otherwise the Board of Directors may exercise the following powers, i.e., the power to;
a) Raise funds and to invite and to receive contributions provided that in raising funds the Board of Directors shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
b) Buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
c) Subject to the conditions in Article 3 and subject to any consents required by law, to sell, lease or dispose of all or any part of the property of the Company;
d) Subject to any consents required by law, to borrow money and to charge all or any part of the property of the Company with repayment of the money so borrowed;
e) Co-operate with other Companies, voluntary bodies and statutory authorities engaged in furtherance of the objects and to exchange information and advice with them;
f) Support any charitable trusts, associations or institutions formed for all or any of the objects;
g) Do all such lawful things as are necessary for the achievement of the objects.
7 Liability of Directors
7.1 The liability of each Director is limited to being the amount that each Director undertakes to contribute to the assets of the Company in the event of its being wound up while they are a Director or within one year after they cease to be a Director, for:
a) Payment of the Company's debts and liabilities contracted before they cease to be a member;
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b) Payment of the costs, charges and expenses of winding up, and;
c) Adjustment of the rights of the contributories among themselves.
DIRECTORS
DIRECTORS' POWERS AND RESPONSIBILITIES
8 Directors' general authority
8.1 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.
8.2 In accordance with the Articles, subject to ratification by the Company in Annual General Meeting, the Board of Director may add, amend or delete any clause contained within these Articles. Any such change must be supported by at least two-thirds of the Members of the Board of Directors. Any proposal for such addition, amendment or deletion shall be published to the Company Membership by a notice displayed at the Company premises for not less than four weeks immediately preceding the date of the meeting at which the proposal will be considered.
8.3 All Members shall be deemed to have been notified of any addition to, amendment of or deletion from these Articles, or of any other matter over which the Board of Directors has jurisdiction once a written notice thereof, signed by the Chair or, in their absence, by the Company Secretary is displayed at the Company’s premises.
9 Members' reserve power
9.1 The Members may, by special resolution, direct the Directors to take, or refrain from taking, specific action.
9.2 No such special resolution invalidates anything which the Directors have done before the passing of the resolution.
10 Chair
10.1 The Chair of the Board of Directors shall be elected annually at the Annual General Meeting of the Company.
11 Directors may delegate
11.1 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.
11.2 If the Directors so specify, any such delegation may authorise further delegation of the Directors' powers by any person to whom they are delegated.
11.3 The Directors may revoke any delegation in whole or part or alter its terms and conditions.
12 Committees
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12.1 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.
12.2 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.
12.3 All acts and proceedings of any sub-committee shall be fully minuted and promptly reported to the Board of Directors.
DECISION-MAKING BY DIRECTORS
13 Directors to take decisions collectively
13.1 Any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 19.
14 Calling a Directors' meeting
14.1 The Chair or any four Directors may (and the Company Secretary, if any, must at the request of the Chair or any four Directors) call a Directors' meeting.
14.2 A Directors' meeting must be called by at least fourteen Clear Days' notice unless either:
a) All the Directors agree or;
b) Urgent circumstances require shorter notice.
14.3 Notice of Directors' meetings must be given to each Director.
14.4 Every notice calling a Directors' meeting must specify:
a) The place, day and time of the meeting and;
b) 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.
14.5 Notice of Directors' meetings need not be in writing.
14.6 Notice of Directors' meetings may be sent by Electronic Means to an Address provided by the Director for the purpose.
14.7 The Directors shall hold at least four Board of Director meetings each year.
14.8 Board of Directors’ meetings shall follow the standing orders described in clause 52.4 of the Articles
15 Participation in Directors' meetings
15.1 Subject to the Articles, Directors participate in a Directors' meeting, or part of a Directors' meeting, when:
a) The meeting has been called and takes place in accordance with the Articles and;
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b) They can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
15.2 In determining whether Directors are participating in a Directors' meeting, it is irrelevant where any Director is or how they communicate with each other.
15.3 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.
15.4 Any Director who is unable to attend a Board of Director Meeting shall be entitled to lodge a proxy vote with the Chair so long as the proxy is confirmed in writing, hardcopy or electronic, to the Company Secretary at least two days prior to the date of the relevant meeting.
16 Quorum for Directors' meetings
16.1 At a Directors' meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
16.2 The quorum for Directors' meetings may be fixed from time to time by a decision of the Directors, but it must never be less than one third of the appointed Directors, and unless otherwise fixed it is three.
16.3 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:
a) Appoint further Directors or;
b) Call a General Meeting so as to enable the Members to appoint further Directors.
17 Chairing of Directors' meetings
The Chair, if any, or in their absence another Director nominated by the Directors present shall preside as Chair of each Directors' meeting.
18 Decision making at a meeting
18.1 Questions arising at a Directors' meeting shall be decided by a majority of votes.
18.2 In all proceedings of Directors meetings each Director must not have more than one vote.
18.3 In case of an equality of votes, the Chair shall have a second or casting vote.
19 Decisions without a meeting
19.1 The Directors may take a unanimous decision without a Directors' meeting by indicating to each other by any means, including without limitation by Electronic Means, that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in Writing, copies of which have been signed by each Director or to which each Director has otherwise indicated agreement in Writing.
19.2 A decision which is made in accordance with Article 19.1 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:
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a) Approval from each Director must be received by one person being either such person as all the Directors have nominated in advance for that purpose or such other person as volunteers, if necessary ("the Recipient"), which person may, for the avoidance of doubt, be one of the Directors;
b) Following receipt of responses from all of the Directors, the Recipient must communicate to all of the Directors by any means whether the resolution has been formally approved by the Directors in accordance with this Article 19.2;
c) The date of the decision shall be the date of the communication from the Recipient confirming formal approval; the Recipient must prepare a minute of the decision in accordance with Article 48.
20 Conflicts of interest
20.1 Whenever a Director finds themselves in a situation that is reasonably likely to give rise to a Conflict of Interest, they must declare their interest to the Directors unless, or except to the extent that, the other Directors are or ought reasonably to be aware of it already.
20.2 If any question arises as to whether a Director has a Conflict of Interest, the question shall be decided by a majority decision of the other Directors.
20.3 Whenever a matter is to be discussed at a meeting or decided in accordance with Article 19 and a Director has a Conflict of Interest in respect of that matter then, subject to Article 21, they must:
a) Remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;
b) Not be counted in the quorum for that part of the meeting and;
c) Withdraw during the vote and have no vote on the matter.
20.4 When a Director has a Conflict of Interest which they have declared to the Directors, they shall not be in breach of their duties to the Company by withholding confidential information from the Company if to disclose it would result in a breach of any other duty or obligation of confidence owed by them.
21 Directors' power to authorise a conflict of interest
21.1 The Directors have power to authorise a Director to be in a position of Conflict of Interest provided:
a) In relation to the decision to authorise a Conflict of Interest, the conflicted Director must comply with Article 20.3;
b) In authorising a Conflict of Interest, the Directors can decide the manner in which the Conflict of Interest may be dealt with, and, for the avoidance of doubt, they can decide that the Director with a Conflict of Interest can participate in a vote on the matter and can be counted in the quorum.
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21.2 The decision to authorise a Conflict of Interest can impose such terms as the Directors think fit and is subject always to their right to vary or terminate the authorisation, and if a matter, or office, employment or position, has been authorised by the Directors in accordance with Article 21.1 then, even if they have been authorised to remain at the meeting by the other Directors, the Director may absent themselves from meetings of the Directors at which anything relating to that matter, or that office, employment or position, will or may be discussed.
21.3 A Director shall not be accountable to the Company for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Directors in accordance with Article 21.1 (subject to any limits or conditions to which such approval was subject).
22 Register of Directors' interests
22.1 The Directors shall cause a register of Directors' interests to be kept. A Director must declare the nature and extent of any interest, direct or indirect, which they have in a proposed transaction or arrangement with the Company or in any transaction or arrangement entered into by the Company which has not previously been declared.
APPOINTMENT AND RETIREMENT OF DIRECTORS
23 Methods of appointing Directors
23.1 Those persons notified to the Registrar of Companies as the first Directors of the Company shall be the first Directors.
23.2 The Directors shall be appointed annually, by election at the Annual General Meeting of the Company, and consist of not less than three and not more than eight current full members of the Company being:
a) Full Members who are willing to act as a Director, and are permitted by law to do so, and;
b) Full members of not less than twenty-four months standing
23.3 In any case where, as a result of death, the Company has no members and no Directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a member.
a) For the purposes of Article 23.3, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
24 Termination of Director's appointment
24.1 A person ceases to be a Director as soon as:
a) The Annual General Meeting subsequent to their year of appointment commences;
b) That person ceases to be a Director by virtue of any provision of the Companies Acts, or is prohibited from being a Director by law;
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c) A bankruptcy order is made against that person, or an order is made against that person in individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
d) A composition is made with that person's creditors generally in satisfaction of that person's debts;
e) 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 and at a date at least one month after the date of the notice (but only if at least three Directors will remain in office when such resignation has taken effect);
f) The Director becomes incapable by reason of mental disorder, illness or injury of managing and administering their own affairs, or;
g) The Director fails to attend three consecutive meetings of the Directors and the Directors resolve that the Director be removed for this reason, or;
h) At a General Meeting of the Company, a resolution is passed that the Director be removed from office, provided the meeting has invited the views of the Director concerned and considered the matter in the light of such views, the Director ceases to be a member of the Company.
25 Directors' remuneration
25.1 Directors may undertake any services for the Company that the Directors decide.
25.2 Directors are entitled to such remuneration as the Directors determine:
a) For their services to the Company when acting in a professional capacity when instructed by other Directors and be paid all the usual professional charges for business done by them or their firm provided that at no time shall a majority of the Directors benefit under this provision and that a Director shall withdraw from any meeting at which they own instruction or remuneration, or that of their firm, is under discussion.
b) Subject to the provision of sub-clause 25.2 a), no Director shall acquire any interest in property belonging to the Company or receive remuneration or be interested (otherwise than as a Director) in any contract entered into by the Company.
25.3 Unless the Directors decide otherwise, Directors remuneration accrues from day to day.
25.4 Unless the Directors decide otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of the Company's subsidiaries or of any other body corporate in which the Company is interested.
26 Directors' expenses
26.1 The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:
a) Meetings of Directors or committees of Directors;
b) General meetings, or;
c) Separate meetings of any class of members or of the holders of any debentures of the Company.
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26.2 Or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
MEMBERS
BECOMING AND CEASING TO BE A MEMBER
27 Becoming a member
27.1 The subscribers to the Memorandum are the first members of the Company.
27.2 Such other persons as are admitted to Membership in accordance with the Articles shall be members of the Company.
27.3 No person shall be admitted a Member of the Company unless they are approved by the Board of Directors.
27.4 Every person who wishes to become a Member shall deliver to the Company an application for membership in such form (and containing such information) as the Board of Directors require and executed by them.
27.5 No person shall be admitted a Member of the Company unless they have paid the required fee or annual subscription as fixed from time to time by the Members present at the Annual General Meeting or any General Meeting called specifically for that purpose.
27.6 The Directors may create any class of Member they deem necessary and may determine what benefits or rights such Members may have and may lay down procedures for the introduction of prospective new Members to the Company. The exercise of any such powers by the Directors shall be subject to ratification by the next Annual General Meeting of the Company by means of appropriate amendment(s) to Articles of Association of the Company.
27.7 Classes of Membership are as defined in clause 52.2 of these Articles.
27.8 Membership is open to people of all genders, ages, disabilities, ethnicities, nationalities, sexual orientations, religions or beliefs, and ability, except as a necessary consequence of the requirements of shooting and provided always that they do not have a criminal record precluding them from handling firearms. However, limitation or membership, according to available facilities, is allowable on a non-discriminatory basis.
27.9 For safety reasons, membership is restricted to those who have attained the age of nine years on the day of application.
27.10 The Board of Directors may refuse membership, or remove it, only for good cause such as conduct or character likely to bring the Company or sport into disrepute. Appeal against refusal or removal may be made to the Members.
28 Termination of membership
28.1 Membership is not transferable to anyone else.
28.2 Membership is terminated if:
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a) The Member dies or ceases to exist otherwise than in accordance with the Articles; or
b) At a meeting of the Board of Directors, at which a minimum of the Directors are present, a resolution is passed resolving that the Member be expelled on the ground that their continued membership is harmful to or is likely to become harmful to the interests of the Company. Such a resolution may not be passed unless:
i. The Member has been given at least 14 Clear Days' notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and;
ii. The Member has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors.
c) A Member expelled by such a resolution will nevertheless remain liable to pay to the Company any subscription or other sum owed by them.
ORGANISATION OF GENERAL MEETINGS
29 General meetings
29.1 The Directors must call an Annual General Meeting in October of every year.
29.2 The Directors may call a General Meeting at any time.
29.3 The Directors must call a General Meeting if required to do so by the members under the Companies Acts.
30 Length of notice
30.1 All General Meetings must be called by either:
a) At least 14 Clear Days' notice, or;
b) Shorter notice if it is so agreed by a majority of the Members having a right to attend and vote at that meeting. Any such majority must together represent at least 90% of the total voting rights at that meeting of all the Members.
31 Contents of notice
31.1 Every notice calling a General Meeting must specify the place, day and time of the meeting, whether it is a general or an Annual General Meeting, and the general nature of the business to be transacted.
31.2 If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.
31.3 In every notice calling a meeting of the Company there must appear with reasonable prominence a statement informing the member of their rights to appoint another person as their proxy at a General Meeting.
32 Service of notice
32.1 Notice of General Meetings must be given to every Member, to the Directors and to the auditors of the Company.
33 Attendance and speaking at General Meetings
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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:
a) That person Is able to vote, during the meeting, on resolutions put to the vote at the meeting, and;
b) 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 (other than the appointment of the chair of the meeting) may be transacted at any General Meeting unless a quorum is present.
34.2 Two Directors entitled to vote on the business to be transacted (each being a Member or a proxy for a Member); or 25% of the Members of the Company (represented in person or by proxy), whichever is greater, shall be a quorum.
34.3 If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those present and entitled to vote shall be a quorum.
35 Chairing General Meetings
35.1 The Chair (if any) or in their absence some other Director nominated by the Directors will preside as Chair of every General Meeting.
35.2 If neither the Chair nor such other Director nominated in accordance with Article 35.1 (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to Chair the meeting and, if there is only one Director present and willing to act, they shall be Chair of the meeting.
35.3 If no Director is willing to act as Chair of the meeting, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present in person or by proxy and entitled to vote must choose one of their number to be Chair of the meeting, save that a proxy holder who is not a Member entitled to vote shall not be entitled to be appointed Chair of the meeting.
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36 Attendance and speaking by Directors and non-members
36.1 Only Members may attend and speak at any General Meeting.
37 Adjournment
37.1 The Chair of the meeting may adjourn a General Meeting at which a quorum is present if:
a) The meeting consents to an adjournment; or
b) It appears to the Chair 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.
37.2 The Chair of the meeting must adjourn a General Meeting if directed to do so by the meeting.
37.3 When adjourning a General Meeting, the Chair of the meeting must:
a) Specify either the time and place to which it is adjourned, or;
b) State that it is to continue at a time and place to be fixed by the Directors, and;
c) Have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
37.4 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 seven Clear Days' notice of it:
d) To the same persons to whom notice of the Company's General Meetings is required to be given; and
e) Such notice is required to contain the same information as declared for the original meeting.
37.5 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 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.
38.2 A person who is not a Member of the Company shall not have any right to vote at a General Meeting of the Company; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company' s debentures.
38.3 Article 38.2 shall not prevent a person who is a proxy for a Member from voting at a General Meeting of the Company.
39 Votes
39.1 On a vote on a resolution based on a show of hands at a meeting, every person present in person (whether a member or proxy of a Member), and entitled to vote, shall have a maximum of one vote.
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39.2 On a vote on a resolution based on a poll at a meeting every Member present in person, or by proxy, shall have one vote.
39.3 In the case of an equality of votes, whether based on a show of hands or on a poll, the Chair of the meeting shall be entitled to a casting vote in addition to any other vote they may have.
39.4 No Member shall be entitled to vote at any General Meeting unless all monies presently payable by them to the Company have been paid.
40 Poll votes
40.1 A poll on a resolution may be demanded:
a) In advance of the General Meeting where it is to be put to the vote, or;
b) 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 Chair of the meeting;
b) The Directors;
c) Two or more persons having the right to vote on the resolution;
d) Any person, who, by virtue of being appointed proxy see article 42, for one or more Members having the right to vote at the meeting, holds two or more votes.
40.3 A demand for a poll may be withdrawn if:
a) The poll has not yet been taken, and;
b) The Chair of the meeting consents to the withdrawal.
40.4 Polls must be taken immediately and in such manner as the Chair of the meeting directs.
41 Errors and disputes
41.1 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.
41.2 Any such objection must be referred to the Chair of the meeting whose decision is final.
42 Content of proxy notices
42.1 Proxies may only validly be appointed by a notice in writing (i.e. a "Proxy Notice") which:
a) States the name and address of the Member appointing the proxy;
b) Identifies the person appointed to be that Member's proxy and the General Meeting in relation to which that person is appointed;
c) Is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
d) 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.
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42.2 The Company may require Proxy Notices to be delivered in a particular form and may specify different forms for different purposes.
42.3 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.
42.4 Unless a Proxy Notice indicates otherwise, it must be treated as:
a) 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;
b) 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.
43 Delivery of proxy notices
43.1 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.
43.2 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.
43.3 A notice revoking the appointment of a proxy only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
44 Amendments to resolutions
44.1 An ordinary resolution to be proposed at a General Meeting may be amended by ordinary resolution if:
a) Notice of the proposed amendment is given to the Company in Writing by a person entitled to vote at the General Meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the Chair of the meeting may determine), and;
b) The proposed amendment does not, in the reasonable opinion of the Chair of the meeting, materially alter the scope of the resolution.
44.2 A special resolution to be proposed at a General Meeting may be amended by ordinary resolution, if:
a) The Chair of the meeting proposes the amendment at the General Meeting at which the resolution is to be proposed, and;
b) The amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
44.3 If the Chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the Chair's error does not invalidate the vote on that resolution.
WRITTEN RESOLUTIONS
45 Written resolutions
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45.1 Subject to Article 45.3, a written resolution of the Company passed in accordance with this Article 45 shall have effect as if passed by the Company in General Meeting under the following circumstances:
a) A written resolution is passed as an Ordinary Resolution if it is passed by a simple majority of the total voting rights of eligible members.
b) A written resolution is passed as a Special Resolution if it is passed by Members representing not less than 75% of the total voting rights of eligible Members. A written resolution is not a special resolution unless it states that it was proposed as a special resolution.
45.2 In relation to a resolution proposed as a written resolution of the Company the eligible Members are the Members who would have been entitled to vote on the resolution on the circulation date of the resolution.
45.3 A Members' Resolution under the Companies Acts removing a Director, Officer of the Company or an Auditor before the expiration of their term of office may not be passed as a written resolution.
45.4 A copy of the written resolution must be sent to every Member together with a statement informing the Member how to signify their agreement to the resolution, and the date by which the resolution must be passed if it is not to lapse. Communications in relation to written notices shall be sent to the Company's auditors in accordance with the Companies Acts.
45.5 A Member signifies their agreement to a proposed written resolution when the Company receives from them an authenticated Document identifying the resolution to which it relates and indicating their agreement to the resolution,
45.6 The written resolution is authenticated if:
a) The Document is sent to the Company in Hard Copy Form, it is authenticated if it bears the Member's signature.
b) The Document is sent to the Company by Electronic Means, it is authenticated if it bears the Member's signature, or;
i. If the identity of the Member is confirmed in a manner agreed by the Directors], or
ii. If it is accompanied by a statement of the identity of the Member and the Company has no reason to doubt the truth of that statement], or
iii. If it is from an email Address notified by the member to the Company for the purposes of receiving Document' or information by Electronic Means.
45.7 A written resolution is passed when the required majority of eligible Members have signified their agreement to it.
45.8 A proposed resolution lapses if it is not passed within 28 days beginning with the circulation date.
ADMNISTRATIVE ARRANGEMENTS AND MISCELLANEOUS
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46 Means of communication to be used
46.1 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.
46.2 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.
46.3 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 an agreed time of their being sent, and for the agreed time to be less than 48 hours.
47 Irregularities
47.1 The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Acts specifies that such informality, irregularity or want of qualification shall invalidate it.
48 Minutes
48.1 The Directors must cause minutes to be made in books kept for the purpose of all:
a) Resolutions of the Company and of the Directors, and;
b) 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;
48.2 Any such minute, if purported to be signed (or in the case of minutes of Directors' meetings signed or authenticated) by the Chair of the meeting at which the proceedings were had, or by the Chair of the next succeeding meeting, shall, as against any Member or Director of the Company, be sufficient evidence of the proceedings.
48.3 The minutes must be kept for at least ten years from the date of the meeting, resolution or decision.
49 Records and accounts
The Directors shall comply with the requirements of the Companies Acts as to maintaining a Members' Register, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Regulator of:
a) Annual reports;
b) Annual returns, and;
c) Annual statements of account.
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50 Indemnity
50.1 Subject to Article 50.2, a relevant Director of the Company or an associated company may be indemnified out of the Company's assets against:
a) 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;
b) 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); and
c) Any other liability incurred by that Director as an officer of the Company or an associated company.
50.2 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.
50.3 In this Article:
a) Companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
b) A "relevant Director" means any Director or former Director of the Company or an associated company.
51 Insurance
51.1 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.
51.2 In this Article:
a) A "relevant Director" means any Director or former Director of the Company or an associated company;
b) 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
c) Companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
51.3 The Directors shall ensure that the Company has the benefit of appropriate and adequate insurance in respect of all relevant risks.
52 Byelaws
52.1 General
52.1.1 These Articles and any amendments pertaining thereto will be published on the Company noticeboard and the Company’s web site and members will be advised that accepting membership of the Company assumes their agreement to be bound by these.
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52.1.2 The Company shall seek the approval licence of the appropriate Home Office Department as provided for by the relevant firearms legislation for the relevant categories of firearm which are used by Members for the Company's activities and shall comply with the criteria laid down from time to time by that Department for the granting of such approval.
52.1.3 The Company may affiliate to anybody where, in the opinion of the Board of Directors, such affiliation would be in the best interests of the Company.
52.1.4 Notwithstanding any provision hereof, every Member, Visitor or Guest shall be bound by any rules or regulations of any official governing body to which the Company is at any time affiliated, and by all relevant statutes or other instruments of law which may be in force. The Company and the Members of the Board of Directors shall not be liable in respect of any loss or damage arising as a result of any breach or non-observance thereof by any Member, Visitor or Guest.
52.2 Membership
52.2.1 Every candidate for membership must be proposed by one full member of the Company and seconded by one person who has known them personally for more than 2 years and is not related to the candidate. The proposer and seconder must vouch for the candidate's fitness for membership.
52.2.2 Election to membership shall be either by the Company in General Meeting or by the Board of Directors. No reasons shall be given to any candidate in the event of their rejection.
52.2.3 Membership subscriptions are due on 1st September annually.
52.2.4 Annual subscriptions for all classes of Members (except Honorary Life Members) and joining fees shall be fixed by the Board of Directors no later than 2 weeks prior to the start of the membership year, each year.
52.2.5 The annual subscription for a full member shall be such a sum not exceeding £150.00 as the Board of Directors may from time to time determine and for a Junior and or Student Member a sum similarly determined not exceeding 30% of the Full Member annual subscription. At the discretion of the Board of Directors a Full or Junior Member may be allowed to pay a reduced subscription for any period less than a year.
52.2.6 Annual subscriptions shall be payable on election as provided in Article 52.2.14 and thereafter without demand on the 1st of September in every year. The Board of Directors may terminate the membership of any Member whose annual subscription remains unpaid on a date as the Board of Directors may from time to time determine.
52.2.7 The Board of Directors may refuse membership, or remove it, only for good cause such as conduct or character likely to bring the Company or sport into disrepute. Appeal against refusal or removal may be made to the members thru the Board of Directors. The Board of Directors may also refuse membership, or remove it, for non-compliance or contravention of the firearms laws or Home Office criteria.
52.2.8 The Company may have different classes of membership and subscription on a non-discriminatory and fair basis. The Company will keep subscriptions at levels that will not pose a significant obstacle to people participating.
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52.2.9 The classes of membership within the Company are:
a) Probationary Member.
b) Annual Member.
c) Junior Member.
d) Student Member.
e) Honorary Life Member.
f) Associate Member.
g) Parent or Guardian Member.
h) Guests;
i) Visitors;
52.2.10 Annual, Student Members over the age of 18, and Honorary Life Members are Full Members of the Company and are entitled to vote at General Meetings. Probationary, Associate, Junior, Student’s under the age of 18 and Parent Guardian Members are not entitled to vote.
52.2.11 All applications or recommendations for any class of membership of the Company must be made to the Membership Secretary, who shall be responsible for taking the steps necessary to process them.
52.2.12 Upon receipt of an application to any class of membership the Police Liaison Officer shall inform the police of receipt of the application.
52.2.13 Election to full membership shall be either by the Company in General Meeting or by the Board of Directors, on a vote on any application for full membership a two-thirds majority of those present and eligible to vote shall constitute acceptance. No reason shall be given to any candidate in the event of their rejection.
52.2.14 Upon acceptance of any application to full membership the applicant is liable to pay the balance of the annual subscription appropriate to the class of membership to which they have been elected.
52.2.15 Upon payment of the relevant subscription the Membership Secretary shall issue a membership card and enter the applicant’s name in the Register of Members of the Company. The period of membership shall begin from the date of such entry in the Register. The Police Liaison Officer shall inform the police of the successful application to full membership.
52.2.16 Any member of any class who fails to pay any relevant subscription by 31st October will automatically cease to be a member of the Company with effect from that date unless arrangements with the Company Finance Officer are made before 1st September.
52.2.17 The Board of Directors has an absolute discretion to allow a person whose membership has lapsed as a result of non-payment of subscription to be reinstated upon payment of the relevant subscription and of any other sums which may be due and owing to the Company by the person concerned. The Board of Directors may require a person whose membership has lapsed to re-apply for membership.
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52.2.18 Any Member whose membership is terminated voluntarily shall not be entitled to any refund of membership subscription or other charges (except the key deposit) which may have been paid, and will remain liable for any subscription, fees or charges which may at the date of termination be due and owing to the Company.
52.2.19 Any Member shall immediately notify the Membership Secretary if their authority or suitability to own, use or be in possession of any firearm or ammunition is or may be affected by any event or change in their circumstances.
52.2.20 A current membership card must be carried by every Member when on the Company's premises, Probationary members shall have their training cards with them when on the Company’s premises. At the discretion of a Director of the Company, failure to comply may result in admission being refused.
52.2.21 Probationary Membership
52.2.22 A Probationary Member is a person whose application for Probationary Membership of the Company has been accepted by the Membership Secretary.
52.2.23 An applicant for Probationary Membership shall complete a membership application form.
52.2.24 The applicant shall be sponsored by an existing current Full Member of the Company who must sign the application form.
52.2.25 If the applicant is not personally known to the sponsor, the applicant must provide the names and addresses of one referee who has known him for not less than two years.
52.2.26 The completed application form, and details of referee, if necessary, must be handed to the Membership Secretary.
52.2.27 If the applicant is not known to the sponsor, the Membership Secretary shall take up the applicant’s reference before submitting the application to the Board of Directors.
52.2.28 Once an application has been accepted by the Membership Secretary, paid the joining fee and completed a course of instruction in accordance with Article Error! Reference source not found., the applicant is classed as a probationary member.
52.2.29 A Probationary Member may only shoot on the Company’s ranges under the direct supervision of a Full Member who holds a current Firearms Certificate and is competent and experienced in the shooting discipline being supervised, A Range Officer or Qualified Coach, provided that they have paid the appropriate range fee and signs the Probationary Members Register at each shooting visit.
52.2.30 After serving not less than six months as a Probationary Member, during which they have shot on the Company’s ranges on not less than thirteen occasions, a recommendation may be made by the Membership Secretary to the Board of Directors that the probationary member be ratified as a Full member, in an appropriate membership category.
52.2.31 The Board of Directors has an absolute discretion to extend the probationary period for any or all Probationary Members, and to impose such conditions as it deems fit on any or all Probationary Members.
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52.2.32 The Board of Directors has an absolute discretion to reduce the probationary period for any person who can prove that they are already a Full Member of another Home Office Approved organisation, or a probationary member who holds a current Firearm Certificate. The probationary period will not be reduced to less than 3 months.
52.2.33 Annual Membership
52.2.34 An Annual Member is a person who has been ratified to Annual Membership by the Board of Directors and who have paid their membership subscription for the current year.
52.2.35 All probationary applicants for Full Membership must be sponsored by not less than two Members of the Board of Directors, who shall counter-sign the application as Proposer and Seconder.
52.2.36 Prior to recommendation from the Membership Secretary for ratification to Full Membership the Membership Secretary shall obtain from the Members who have supervised the applicant during their probationary period a report on their safety record and progress, to lay before the Board of Directors with the application.
52.2.37 In considering an application the Board of Directors shall have regard to whether, in the opinion of those supervising them, the applicant has completed the Company induction course across all disciplines, has a satisfactory safety record and has made adequate progress during their probationary period.
52.2.38 Upon election to Annual Membership a former Probationary Member shall be required to pay the balance of the Annual Membership subscription and the joining fee.
52.2.39 Junior Membership
52.2.40 A Junior Member is a person who has not attained the age of 18 years at the start of the Company’s current financial year, and who has been elected to Annual Membership by the Board of Directors and has paid their membership subscription for the current year.
52.2.41 A Junior Member shall be accompanied by a parent or guardian at all times whilst on Company premises.
52.2.42 Where an applicant for Membership is under the age of 18 years their application must be counter-signed by a parent or guardian who is prepared to remain as guardian until the applicant attains the age of 18. Junior and Student Members may not act as guardians.
52.2.43 A Junior Member may only shoot on the Company’s ranges under the direct supervision of a Full Member who holds a current Firearms Certificate and is competent and experienced in the shooting discipline being supervised, A Range Officer or Qualified Coach.
52.2.44 Student Membership
52.2.45 A Student Member is a person who has not attained the age of 21 years at the start of the Company’s current financial year and is in full time education at the start of the Company financial year and has been elected to Student Membership by the Board of Directors and has paid their membership subscription for the current year.
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52.2.46 Student membership is a reduced fee membership category introduced to reduce the financial obstacles to persons defined in Article 52.2.45 from participating in shooting sports.
52.2.47 A person qualified as a Student Member has the right to apply to the Board of Directors for Annual Membership and pay the higher membership subscription fee in order to obtain the rights afforded to an Annual Member.
52.2.48 Honorary Life Membership
52.2.49 An Honorary Life Member is a person who has been elected to such membership by a motion supported by not less than two-thirds of the Members present and voting at an Annual General Meeting, in recognition of that person’s outstanding service to the Company or to the sport.
52.2.50 Honorary Life Members shall not be required to pay any membership subscription.
52.2.51 There shall not be at any time more than twelve Honorary Life Members.
52.2.52 Associate Membership
52.2.53 An Associate Member is a person who has been a Full Member of the Company, for a period not less than 12 months, and whose application for Associate Membership has been accepted by the Board of Directors.
52.2.54 Associate Membership removes the right of entitlement of a Full Member of the Company including the use of the Company’s ranges on a regular basis, i.e., not more than 6 times per membership year, unless they pay the appropriate visitor's fee for the use of the ranges.
52.2.55 Application for Associate Membership should be made to the Membership Secretary in writing for approval by the Board of Directors.
52.2.56 Parent or Guardian Membership
52.2.57 A Parent or Guardian member is a person who has been accepted by the Board of Directors for the sole purpose of the stewardship of a Junior Member who otherwise would be unable to participate in the activities of the Company.
52.2.58 Application for Parent or Guardian Membership should be made to the Membership Secretary for approval by the Board of Directors. The Parent or Guardian has no rights to take part in any of the shooting activates of the Company and will have access restricted to the Club room only.
52.2.59 Parent or Guardian Members shall not be required to pay any membership subscription.
52.2.60 Guest
52.2.61 Full Members with the approval of the Board of Directors may introduce and entertain no more than two Guests within any one period of twenty-four (24) hours at the Company premises and there shall be kept at the Company premises a Visitors Book which both the member and their guest shall sign.
52.2.62 The Member introducing a Guest shall be responsible for their guest strictly observing these Articles and shall not leave the Company premises before their guest.
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52.2.63 No person whose membership of the Company has been terminated under Article 52.9.12 6) or is for the time being suspended under Article 52.9.12 3) to 5) or whose application for membership has at any time been rejected shall be introduced as a guest.
52.2.63.1 Guest Day’s
52.2.63.2 A maximum of twelve Guest Days may be held in any calendar year.
52.2.63.3 The Police Liaison Officer shall give to the Police notice of the Company’s intention to hold a Guest Day not less than 48 hours in advance. On such occasions Guests may only be permitted to shoot under the personal supervision of a Full Member.
52.2.63.4 The Board of Directors may require payment of a fee by all Guests attending a Guest Day, such fee to be notified to potential Guests in advance of the event.
52.2.64 Visitors
52.2.65 A Visitor may shoot on the Company’s ranges provided that on each occasion they:
a) Produce to the inviting Member their Firearm Certificate and proof of membership of another Home Office Approved Club or organisation;
b) Confirm their eligibility to shoot by entering their name, firearm certificate number and other Home Office Approved Club or organisation name in the Company’s register of visitors, such entry to be counter-signed by the inviting Full Member;
C) Pay the visitor’s fee as appropriate.
