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The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital ARTICLES OF ASSOCIATION OF SNITTERFIELD SPORTS CLUB LIMITED |
| Interpretation |
| 1. |
In this Constitution: |
| Members |
| 2. | 1. | Membership of the Club is open to any individual over the age of eighteen interested in promoting the objects and/or using the facilities |
| 2. | The Committee may establish different classes of membership and set appropriate rates of subscription |
| 3. | The Committee must keep a register of members |
| 4. | A member whose subscription is six months in arrears ceases to be a member but may be readmitted on payment of amount owing |
| 5. | A member whose subscription is more than one month overdue shall not be entitled to the rights of membership until his or her subscription is paid |
| 6. | A member may resign by giving written notice to the Committee |
| 7. | The Committee may terminate the membership of any individual whose continued membership would in the reasonable view of the Committee be harmful to the Club (but only after notifying the member concerned in writing and considering the matter in the light of any written representation which the member puts forward within 14 days after receiving notice) |
| 8. | The Membership of the Club is not transferable |
| General Meetings |
| 3. | 1. | All members are entitled to attend general meetings of the Club in person |
| 2. | General meetings are called by 21 clear days written notice to the Members specifying the business to be transacted |
| 3. | There is a quorum at a general meeting if the number of members personally present is at least ten (or one tenth of the members if greater) |
| 4. | The Chair or (if the Chair is unable or unwilling to do so) some other Member elected by those present presides at a general meeting |
| 5. | Except where otherwise provided in this Constitution, every issue at a General meeting is determined by a simple majority of the votes cast by the Members present in person |
| 6. | Except for the Chair of the meeting, who has a second or casting vote, every member present in person is entitled to one vote on every issue |
| 7. | An AGM must be held in every year (except that the first AGM may be held within 18 months after the formation for The Club) |
| 8. | At an AGM the members: |
| i. | Receive the accounts of the Club for the previous financial year |
| ii. | Receive the report of the Committee on the Club's activities since the previous AGM |
| iii. | Elect elected Committee members to replace those retiring from office |
| iv. | Elect from among the members of the Club the Chair for the following year |
| v. | Appoint an auditor or independent examiner for the Club where required |
| vi. | May confer on any individual (with his or her consent) the honorary title of president or vice-president of the Club |
| vii. | Discuss and determine any issues or policy or deal with any other business put before them |
| 9. | An EGM may be called at any time by the Committee and must be called within 14 days after a written request to the Committee by at least one third of the Members. |
| Notice of general meetings |
| 4. | An annual general meeting and an extraordinary general meeting called for the passing of a special resolution appointing a person as a trustee shall be called by at least twenty-one clear days' notice. All other extraordinary general meetings shall be called by at least fourteen clear days' notice but a general meeting may be called by shorter notice if it is so agreed: |
| (1) | in the case of an annual general meeting, by all the members entitled to attend and vote; and |
| (2) | in the case of any other meeting by a majority in number
of members having a right to attend and vote, being a majority together
holding not less than 95 percent of the total voting rights at the meeting
of all the members. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. |
| The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. |
| The notice shall be given to all members and to the trustees and auditors. |
| 5. | The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting |
| Proceedings at general meetings |
| 6. | No business shall be transacted at any meeting unless a quorum is present. Ten persons entitled to vote upon the business to be transacted, each being a member or a duly authorised representative of a member organisation, or one tenth of the total number of such persons for the time being, whichever is the greater, shall constitute a quorum. |
| 7. | If a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a quorum ceases to be present, 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 trustees may determine. |
| 8. | The chairman of the trustees or in his absence some other trustee nominated by the trustees shall preside as chairman of the meeting, but if neither the chairman nor such other trustee (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the trustees present shall elect one of their number to be chairman and, if there is only one trustee present and willing to act, he shall be chairman. |
| 9. | If no trustee is willing to act as chairman, or if no trustee is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman. |
| 10. | A trustee shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting. |
| 11. | The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice. |
| 12. | A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of the show of hands a poll is duly demanded. Subject to the provision of the Act, a poll may be demanded: |
| (1) | by the chairman; or |
| (2) | by at least two members having the right to vote at the meeting; or |
| (3) | by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting. |
| 13. | Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour or against the resolution. |
| 14. | The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the chairman. The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made. |
| 15. | A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the results of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded. |
| 16. | In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to casting vote in addition to any other vote he may have. |
| 17. | A poll demand on the election of a chairman or on a question of adjournment shall be taken immediately. A poll demanded on any other question shall be taken either immediately or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made. |
| 18. | No notice need be given of a poll not taken immediately if the time and place at which it is to be taken are announced at the meeting, which it is demanded. In other cases at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken |
| Votes of members |
| 19. | Subject to Article 17, every member shall have one vote. |
| 20. | No member shall be entitled to vote at any general meeting unless all moneys then payable by him to the Charity have been paid. |
| 21. | No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive. |
| 22. | A vote given or poll demanded by the duly authorised representative of a member organisation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Charity at the office before the commencement of the meeting or adjourned meeting at which the vote is given or the poll determined or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the same time appointed for taking the poll. |
| 23. | Any organisation which is a member of the Charity may be resolution of its Council or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Charity, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as the organisation could exercise if it were an individual member of the Charity. |
| The Committee |
| 24. | 1. | The Committee as charity Trustees have control of the Club and it's property and funds |
| 2. | The Committee when complete consists of at least six and not more than twelve individuals, all of whom must be members (but must not be paid employees) of the Club, i.e. |
| i. | The Chair |
| ii. | Not less than three and not more than six elected Committee members |
| iii. | Two members to be appointed one from the parish council and the other from Snitterfield School ("nominated Committee members") should these organisations wish to nominate Members |
| iv. | Up to three members co-opted by the Committee to hold office until the next AGM ("co-opted Committee members") |
| 3. | The Executive Committee may in addition appoint not more than three co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made by the Executive Committee at a meeting called under clause 7 and shall take effect from the end of the meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant. |
| 4. | Each Committee member must sign a declaration of willingness to act as a charity trustee of the Club before he or she is eligible to vote at any meeting of the Committee |
| 5. | A Committee member automatically ceases to be a member of the Committee if he or she |
| i. | Is disqualified under the Charities Act 1993 from acting as a charity Trustee |
| ii. | Is incapable, whether mentally or physically, or managing his or her own affairs |
| iii. | Is absent from consecutive meetings of the Committee for six months |
| iv. | Ceases to be a member of the Club (but such a person may be reinstated be resolution of all the members of the Committee on resuming membership of the Club) |
| v. | Resigns by giving notice in writing (but only if at least
two Committee members will remain in office) |
| vi. | Is removed by a resolution passed by all the other members of the Committee concerned after inviting the views of the committee member concerned and considering the matter in the light of any such views |
| 6. | A retiring Committee member is entitled to an indemnity from the continuing Committee members at the expense of the Club in respect of any liabilities properly incurred while he or she held office |
| 7. | A technical defect in the appointment of a Committee member of which the Committee is unaware at the time does not invalidate decisions taken at a meeting |
| Powers of Trustees |
| 25. | Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Charity shall be managed by the trustees who may exercise all the powers of the Charity. No alteration of the memorandum or the articles and no such direction shall invalidate any prior act of the trustees which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this article shall not be limited by any special power given to the trustees by the articles and a meeting of trustees at which a quorum is present may exercise all the powers exercisable by the trustees. |
| 26. | In addition to all powers hereby expressly conferred upon them and without detracting form the generality of their powers under the articles the trustees shall have the following powers, namely: |
| (1) | to expend the funds of the Charity in such manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Charity such part of the funds as they may see fit and to direct the sale or transposition of any such sale in furtherance of the objects of the charity; |
| (2) | to enter into contracts on behalf of the Charity. |
| Appointment and retirement of trustees |
| 27. | At the first annual general meeting all of the trustees shall retire from office, and at every subsequent annual general meeting one-third of the trustees who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one third shall retire from office; but, if there is only one trustee who is subject to retirement by rotation, he shall retire. |
| 28. | Subject to the provisions of the Act, the trustees to retire by rotation shall be those who have been longest in office since their last appointment, but as between persons who became or were last reappointed trustees on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. |
| 29. | If the Charity at the meeting at which a trustee retires by rotation, does not fill the vacancy the retiring trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the trustee is put to the meeting and lost. |
| 30. | No person other than a trustee retiring by rotation shall be appointed or reappointed a trustee at any general meeting unless: |
| (1) | He is recommended by the trustee; or |
| (2) | not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the charity of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Charity's register of trustees together with a notice executed by that person of his willingness to be appointed or reappointed. |
| 31. | No person may be appointed as a trustee: |
| (1) | unless he has attained the age of 18 years; or |
| (2) | in circumstances such that, had he already been a trustee, he would have been disqualified from acting under the provisions of Article 38. |
| 32. | Not less than seven nor more than twenty-eight clear days before the date of appointment for holding a general meeting notice shall be given to all persons who are entitled to receive notice of .the meeting of any person (other than a trustee retiring by rotation at the meeting) who is recommended by the trustees for appointment or reappointment as a trustee at the meeting or in respect of whom notice has been duly given to the Charity of the intention to propose him at the meeting for appointment or reappointment as a trustee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the charity's register of trustees. |
| 33. | Subject as aforesaid, the Charity may by ordinary resolution appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee and may also determine the rotation in which any additional trustees are to retire. |
| 34. | The trustees may appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee provided that the appointment does not cause the number of trustees to exceed any number fixed by or in accordance with the articles as a maximum number of trustees. A trustee so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determine the trustees who are to retire by rotation at the meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof. |
| 35. | Subject as aforesaid, a trustee who retires at an annual general meeting may, if willing to act, be reappointed. act. |
| Disqualification and removal of trustees |
| 36. | A trustee shall cease to hold office if he |
| (1) | ceases to be a trustee by virtue of any provision in the
Act or is disqualified from acting as a trustee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision); |
| (2) | becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs; |
| (3) | resigns his office by notice to the Charity (but only if at least two trustees will remain in office when the notice of resignation is to take effect); or |
| (4) | is absent without the permission of the trustees form all their meetings held within a period of six months and the trustees resolve that his office be vacated. |
| Trustees' expenses |
| 37. | The trustees may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of trustees or committees of trustees or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration. |
| 38. | Subject to the provisions of the Act and Clause 5 of the Memorandum, the trustees may appoint one or more of their number to the unremunerated office of managing director or to any other unremunerated executive office under the Charity. Any such appointment may be made upon such terms as the trustees determine. Any appointment of a trustee to an executive office shall terminate if he ceases to be a trustee. A managing Director and a trustee holding any other executive office shall not be subject to retirement by rotation |
| 39. | Except to the extent permitted by clause 5 of the memorandum, no trustee shall take or hold any interest in property belonging to the Charity or receive remuneration or be interested otherwise than as a trustee in any other contract to which the Charity is a party. |
| 40. | Subject to the provisions of the articles, the trustees may regulate their proceedings as they think fit. 'A trustee may, and the secretary at the request of a trustee shall, call a meeting of the trustees. It shall not be necessary to give notice of a meeting to a trustee who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote. |
| Proceedings of trustees |
| 41. | The quorum for the transaction of the business of the trustees may be fixed by the trustees but shall not be less than 4 members. |
| 42. | The trustees may act notwithstanding any vacancies in their number, but, if the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or of calling general meeting. |
| 43. | i. | The Committee must hold at least 4 meetings each year |
| ii. | A quorum of a Committee meeting is 4 members |
| iii. | The Chair or (if the Chair is unable or unwilling to do so) some other member of the Committee chosen by the members present presides at each Committee meeting |
| iv. | Every issue may be determined by a simple majority of the votes cast at a Committee meeting but a resolution which is in writing and signed by all the members of the Committee is as valid as a resolution passed at a meeting and for this purpose may be contained in more that one document and will be treated as passed on the date or the last signature |
| v. | Except for the Chair of the meeting who has a second or casting vote, every member of the Committee has one vote on each issue |
| 44. | The Committee has the following powers in the administration of the Club: |
| i. | To appoint a Treasurer and other honorary officers |
| ii. | To delegate any of their functions to sub committees consisting of two or more persons appointed by them (but at least one members of any sub committee must be a committee members and all proceedings must be reported promptly to the Committee) |
| iii. | To make standing orders consistent with this Constitution to govern proceedings at general meetings |
| iv. | To make rules consistent with this Constitution about the Committee and sub-committee |
| v. | To make regulations consistent with this Constitution about
the running of the Club (including the operation of bank accounts and the commitment of funds) |
| vi. | To resolve or establish procedures to assist the resolution of disputes within the Club |
| vii. | To exercise any powers of the Club which are not reserved to a general meeting |
| 45. | All acts done by a meeting of trustees, or of a committee of trustees, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a trustee and had been entitled to vote. |
| 46. | A resolution in writing, signed by all the trustees entitle to receive notice of a meeting of trustees or of a committee of trustees, shall be as valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held. Such a resolution may consist of several documents in the same form, each signed by one or more of the trustees. |
| 47. | Any bank account in which any part of the assets of the Charity is deposited shall be operated by the trustees and shall indicate the name of the Charity. All cheques and orders for the payment of money from such account shall be signed by at least two trustees. |
| 48. | The property and funds of the Club must only be used for promoting the Objects and do not belong to the members of the Club or the Committee. No Committee member may receive any payment of money or other material benefit (whether direct or indirect) from the Club except: |
| i. | Under clauses 3.14 (indemnity insurance) and 9.2.vi (fees) |
| ii. | Reimbursement of reasonable out-of-pocket expenses (including
hotel and travel costs) actually incurred in the administration of the Club |
| iii. | Interest at a reasonable rate on money leant to the Club |
| iv. | A reasonable rent or hiring fee for property let or hired to the Club |
| v. | An indemnity in respect of any liabilities properly incurred in running the Club (including the costs of a successful defence to criminal proceedings) |
| vi. | Charitable benefits on his or her capacity as a member Whenever a Committee member has a personal interest in a matter to be discussed at a Committee meeting, the Committee member must: |
| i. | Declare an interest before discussion begins on the matter |
| ii. | Withdraw from that part of the meeting unless expressly invited to remain in order to provide information |
| iii. | Not be counted in the quorum for that part of the meeting |
| iv. | Withdraw during the vote and have no vote on the matter |
| Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with 3.12 until needed Investments and other property may be held: |
| i. | In the names of the Committee members for the time being
(or in the name of the Committee if incorporated under the Charities Act 1993) |
| ii. | In the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of a financial expert acting on their instructions |
| iii. | In the name of at least two and up to four holding trustees for the Club who must be appointed (and may be removed) by deed executed by the Committee |
| iv. | In the case of land by the Official Custodian for Charities
under an Order of the Commission or the Court |
| Secretary |
| 49. | Subject to the provisions of the Act, the secretary shall be appointed by the trustees for such term, at such remuneration (if not a trustee) and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. |
| Minutes |
| 50. | The trustees shall keep minutes in books kept for the purpose: |
| (1) | of all appointments of officers made by the trustees; and |
| (2) | of all proceedings at meetings of the Charity and of the trustees and of committees of trustees including the names of the trustees present at each such meeting |
| The Seal |
| 51. | The seal shall only be used by the authority of the trustees or of a committee of trustees authorised by the trustees. The trustees may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a trustee and by the secretary or by a second trustee. |
| Accounts |
| 52. | The Committee must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of: |
| i. | Annual reports |
| ii. | Annual returns |
| iii. | Annual statements of account |
| The Committee must keep proper records of |
| i. | All proceedings at general meetings |
| ii. | All proceedings at Committee meetings |
| iii. | All reports of sub-committees |
| iv. | All professional advice obtained |
| Annual reports and statements of account relating to the
Club must be made available by any member of the Club A copy of the latest available written statement of account must be supplied to any person who makes a written request and pays the Club's reasonable costs (as required by the Charities Act 1993) |
| Annual Report |
| 53. | The trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the commissioners. |
| Annual Return |
| 54. | The trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the commissioners. |
| Notices |
| 55. | Notices under this Constitution may be sent by hand, or
by post or by suitable electronic means or (where applicable to members
generally) may be published in any suitable journal or newspaper or in
any newsletter distributed by the Club The address at which a member is entitled to receive notices is the address noted in the register of members (or if none the last known address) Any notice given in accordance with then Constitution is to be treated for all purposes as having been received: |
| i. | 24 hours after being sent by electronic means or delivered by hand to the relevant address |
| ii. | Two clear days after being sent by first class post to that address |
| iii. | Three clear days after being sent by second class post to that address |
| iv. | On the date of publication of a journal or newspaper containing the notice |
| v. | On being handed to the member personally or, if earlier,
as soon as the member acknowledges actual receipt |
| A technical defect in the giving or notice or which the members or the Committee are unaware at the time does not invalidate decisions at a meeting |
| Indemnity |
| 56. | Subject to the provisions of the Act every trustee or other officer or auditor of the Charity shall be indemnified out of the assets of the Charity against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, 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 court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Charity. |
| Rules |
| 57. | (1) | The trustees may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Charity and for the purpose of prescribing classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate: |
| i. | the admission and classification of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members; |
| ii. | the conduct of members of the Charity in relation to one another, and to the charity's servants; |
| iii. | the setting aside of the whole or any part or parts of the Charity's premises at any particular time or times or for any particular purpose or purposes; |
| iv. | the procedure at general meeting and meetings of the trustees and committees of the trustees in so far as such procedure is not regulated by the articles. |
| v. | generally, all such matters as are commonly the subject matter of company rules. |
| (2) | The Charity in general meeting shall have power to alter, add or repeal the rules or bye laws and the trustees shall adopt such means as they think sufficient to bring to the notice of members of the Charity all such rules or bye laws, which shall be binding on all members of the Charity. Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles. |
| Incorporation |
| 58. | 1. | The Committee may apply to the Commission under the Charities Act 1993 for a certificate of incorporation relating to the Committee but only after consulting the members at a general meeting |
| 2. | The members at a general meeting may authorise the Committee to transfer the assets and liabilities of the Club to a limited company established for exclusively charitable purposes within, the same as or similar to the Objects and of which the members of the Club will be entitled to be members |
| 3. | On a transfer under clause 13.2 the Committee must ensure that all necessary steps are taken to: |
| i. | The transfer of land and other property |
| ii. | The novation of contracts of employment and transfer of pension rights and |
| iii. | The trusteeship of any property held for special purposes |
| Dissolution |
| 59. | 1. | If at any time the members at a general meeting decide to dissolve the Club, the members of the Committee will remain in office as charity Trustees and will be responsible for the orderly winding up of the Club's affairs |
| 2. | After making provision for all outstanding liabilities of the Club, the Committee must apply the funds in one or more of the following ways: |
| i. | By the transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects |
| ii. | Directly for the Objects or charitable purposes within or similar to the objects |
| iii. | In such other manner consistent with charitable purpose as the Commission approve in writing in advance |
| 3. | A final report and statement of account relating to the Club must be sent to the Commission Signatures, Names and Addresses of Subscribers |
|
Brighton Director Limited Witness to the above signatures: |