ARTICLES OF THE ISLE-OF-WIGHT ANGLING COMPANY.
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
Index to the Articles
Part 1
Interpretation and Limitation of Liability in the Articles
Objects of the Company are
To promote, protect and improve the angling interests of its members and to foster the art of angling at all levels.
To encourage would be members of all ages and abilities to participate (c) To provide though purchase or lease or under license venues suitable for angling
Provide angling facilities for the use by disabled persons by adaptions or modification wherever possible
To promote other non-political sporting, social and recreation facilities,
Unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Act but excluding any statutory modification not yet in force, when the Articles become binding on the Company. The masculine includes the feminine and where appropriate, the singular includes the plural.
Liability of Members
Every Company member undertakes to contribute to the Company’s assets if it is wound up while he is still a Company Member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he ceased to be a Company Member, for the costs, charges and expenses of winding up and for the adjustment of the right of the contribution among themselves, such amount as may be required, not exceeding ‘One Pound Sterling’.
Part 2
DIRECTORS
Number: The maximum number of Directors is fourteen and minimum of two. A third of the Board forms a quorum at a meeting.
Remuneration: No Director shall be appointed to any salaried office. Money shall only be paid or given to a Director for receipted expense’s incurred running the Company.
Election: The Board will have the responsibility of appointing the Duties of Company Officers. Directors may remain in post for three years without retiring from office and then re-stand for re-election if they so wish. The names of those Directors who are vacating their appointments shall be posted on the web site. Any two Members of the Company may propose and second a nomination to fill vacancies. Names must be given to the Company Secretary, in writing, at least 90 days before the Annual General Meeting. Elections shall take place at the Annual General Meeting and, in the event of there being more nominations than vacancies, an election shall be held by ballot. .
Removal: The office of a Director shall be vacated by ordinary resolution before
their expiration of their period of office if:-
They cease to be a Director by virtue of any provision of the Act
Their membership of the Company is terminated
They absent themselves from the Board meetings for a continuous period of three months without leave of absence from the remaining Directors
They become bankrupt or suffer from a mental disorder that renders them incapable of decision making or rational judgement.
They are disqualified from acting as a Director of any Company by a Court Order
A director can be removed by a seventy/thirty majority of the Board or by members of the Company at an Annual General Meeting or Extraordinary General Meeting.
Powers:
Subject to the provisions of the Act and these Articles and to any direction given by special resolution, the business of the Company shall be managed by the Directors.
The Directors may appoint any person to be an agent for the Company for such purposes and such conditions as they may determine.
All cheques and other negotiable transactions, shall be signed, drawn, accepted and otherwise executed as the Directors shall decide.
The Directors shall have the powers to fill any vacancy on the Board until the next Annual General Meeting.
PART 3
DIRECTORS’ DUTIES AND RESPONSIBILITIES
To assume responsibility for the Company and to enforce the company rules and bylaws.
To manage, maintain and develop all or any part of the leased or owned land and building occupied by the Company for the benefit of its members.
To purchase, hire, lease and provide equipment for the successful operation of the Company.
To hire and employ all classes of person considered necessary for the purpose of the Company and pay them in return for services rendered to the Company.
To purchase, take or lease, hire or otherwise acquire equipment which the Company may think necessary for the benefit of the Company
To maintain and keep a record of all the Company’s assets.
To do all such things as the Directors consider being in the best interests of the Company.
The Directors shall appoint a Secretary from the Board to run the Company Business on a day to day basis
No Company Director shall hold a Directorship or hold Office in any other angling Association, Company or Club to avoid conflict of interest.
Status
The Company is a non-profit making Company and, accordingly, all income and property howsoever derived shall be used solely towards the promotion of the Company. No portion thereof shall be paid or transferred directly, or indirectly, as dividend, bonus or otherwise by way of profit to the Members of the Company or third parties.
Company Management
It shall be the responsibility of the Board to meet Monthly to ensure effective management of the Company in all respects.
To receive a financial report each month and to review the financial development policy.
The Directors shall elect a Chairperson from within their number, who shall have the casting vote at all Company Meetings.
Accounts
The Board shall appoint a Treasurer to ensure that adequate accounting records are kept which include entries of all sums of money received and expended and a record of assets and liabilities of the Company necessary to give a true and accurate record of the Company’s financial affairs. Four Directors shall have responsibility for signing cheques but Two Directors signatures are required on each cheque’
The Independent Accountant shall be appointed by the Directors.
The annual accounts must be approved by the Board and signed by the Company Secretary on behalf of the Board.
Minutes
The Directors shall appoint a Minute Secretary from among the Directors, to ensure that an agenda is published to Directors and that a summary of minutes of all Board meetings are maintained and available to Members.
The Directors, where they deem appropriate, may omit matters of a confidential or sensitive nature.
Membership
The Board shall appoint a Director who shall maintain records of membership and bank all monies received
Membership of the Company shall be open to all, regardless of gender, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. However, limitation of membership, according to available facilities, is allowable on a non-discriminatory basis.
The Company may have different classes of membership, on a non-discriminatory and fair basis.
The Board may refuse Company Membership, or remove it, only for good cause such as conduct or character likely to bring the Company or sport into disrepute. An appeal against refusal or removal may be made to the Board.
Every Member, upon payment of subscription, which is subject to annual review, becomes entitled to the benefits and privileges of the Company. Such payment is deemed to be a declaration of acceptance of the Company’s bye-laws and an agreement to be bound by them and any amendments which may follow. Company Subscriptions fee to be reviewed annually at the Annual General Meeting. Decisions require a 60/40 vote of Company Members present.
Company Members who have paid a lump sum for life shall be known as Life Company Members.
Company Members whom have been granted Free Life Company Membership will be known as Honorary Life Company Members
Any Company Member who ceases to be a Company Member for whatever reason forfeits all rights to claim upon the Company, its property or funds. The Company Member remains liable for any fees or charges due to them as at the date of cessation. They will contribute the sum of One Pound Sterling as set out at Part 1 of the Act.
Bye-Laws
The Board may from time to time make, amend and repeal any Bye-Law it considers necessary or expedient for the proper conduct and management of the Company in particular, but not exclusively:-
Regulate and prescribe such rules as it deems necessary for the nomination and election of the Directors.
Determine the categories of Company Membership.
Regulate all matters concerning disciplinary procedures, general administration, Company Members and day ticket anglers.
No Bye-Law may be inconsistent with anything contained in the Company’s Articles.
General meetings
a) Annual General Meeting
The Company shall hold a general meeting in each year. Notices will be placed in the Local Press, website or a letter to every Company Member, conveying such meeting. Not more than fifteen months shall elapse between Annual General Meetings. The Directors shall agree a date and time. Not less than fourteen days’ notice shall be given to Company Members.
Business shall be restricted to –
Approval of minutes of previous Annual General Meeting and all Extraordinary Meeting held during the past year.
Receive annual reports
Receive Accounts yearly report
Review of subscriptions.
Election of Directors
6. Amendments of Company Articles.
b) Extraordinary General Meeting
All general meetings, other than the Annual General Meeting, shall be called Extraordinary General Meetings, which may be summoned by the Board at any time, within twenty eight days’ notice to Company Members. Additionally, the Board shall give notice of an Extraordinary General Meeting within twenty eight days of receiving a requisition for such a meeting signed by 10% of the Members of the Company, stating the resolution to be proposed.
c) Notice
Notice is to be given to all Company Members, but accidental omission to give notice of the general meeting to or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
d) Passing of Resolutions
At any general meeting a resolution put to a vote shall be decided by a seventy/thirty majority.
The Chairman will state that the resolution has, or has not, been passed whether unanimously or by a majority. The entry to be recorded on the minutes.
e) Voting
Every Member of the Company over sixteen years of age shall be entitled to vote at General Meetings, provided all monies due by him to the Company are paid. In the case of proposed revisions to the Articles of the Company, at least two-thirds of those attending must support the resolution. On all other subjects in the event of voting for or against the motion, the Chairman has a casting vote.
f) Indemnity
Subject to the Act, but without prejudice to any indemnity to which he may otherwise be entitled, every Director or other Officer or Committee Member of the Company. Will be indemnified out of the assets of the Company against any liability incurred by him in defending any procedure, whether civil or criminal alleging liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, and in which judgement is given in his favour or, in which he is acquitted or in connection with any application in which relief is granted to him by the Courts.
g) Dissolution
Upon dissolution of the Company, any remaining assets will be sold to settle any outstanding debts. Any outstanding funds will be distributed to every member of five years standing.
h) Communication
Unless otherwise provided for in the Articles or by the Act, the Company may send a document to Company Members as follows –
Post in a prepaid envelope addressed to a Company Member
Electronic means email and website,