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THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF BOWLS SCOTLAND (Adopted on 15 December 2010) (Amended on 23 November 2011)
1 INTERPRETATION
1.1 In these Articles, unless the context otherwise requires:
“Act” means the Companies Act 2006; “Affiliate Member” means as an affiliate member of the Company as set out in Article 3.1.4; “Articles” means the Company’s articles of Company for the time being in force; “Associate Member” means an associate member of the Company as set out in Article 3.1.3; “Board” means the board of directors from time to time of the Company; “C.E.O.” means the Chief Executive Officer of the Company from time to time who shall carry out executive and secretarial functions for the Company and shall not, for the avoidance of doubt, sit on the Board; “Company” means Bowls Scotland, a company incorporated in Scotland under the Companies Act (Company Number: SC386410); “Disciplinary Committee” means the committee appointed in accordance with the Disciplinary Rules and Procedures; “Disciplinary Rules and Procedures” means the disciplinary rules and procedures adopted by the Board and published by the Company as binding on all Members (but which shall not, for the avoidance of doubt, deal with employees of the Company); “District Secretary” means a secretary appointed in respect of a District in accordance with these Articles and the Rules; “District” means a district as defined by the Board and published in the Rules; “Honorary Member” means an honorary member of the Company as set out in Article 3.1.1; “Member Club” means a club being a member of the Company as set out in Article 3.1.2; “Member” means either an Honorary Member, Member Club, Associate Member or Affiliate Member; “Model Articles” means the model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of these Articles; “Persons” means a Member or any member, office bearer, official, employee, coach, referee, umpire, adult helper, contractor, worker, agent, volunteer or representative of a Member or affiliated to a Member; “Presidents” means the respective Presidents of the Ladies and Gents Sections of the Company appointed in accordance with Article 7.1; “Registered Member” means all registered members of a Member Club, Associate Member or Affiliate Member notwithstanding whether or not such individual takes part in competitions or otherwise; “Rules of the Sport” means the rules relating to the Sport as recognised by the National, European or World Governing Body of the Sport; “Rules” means any rules, bye-laws, codes of conduct, disciplinary rules or any other rules of any kind adopted by the Board and published by the Company as binding on the Members which shall include the Rules of the Sport and all rules, bye-laws, codes of conduct, disciplinary rules or any other rules of the S.B.A. and the S.W.B.A. in so far as they are not superseded by any rules, bye-laws, codes of conduct, disciplinary rules or other rules of the Company; “S.B.A.” means the Scottish Bowling Association; “S.W.B.A.” means the Scottish Women’s Bowling Association; “Sport” means the sport of bowling; “Vice-Presidents” means the respective Vice-Presidents of the Ladies and Gents Sections of the Company appointed in accordance with Article 7.1; “Voting Member” means any Member entitled to vote at a meeting of the Company under the terms of these Articles being Member Clubs and Associate Members.
1.3 Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any subordinate legislation from time to time made under it and any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.
1.4 The Model Articles shall apply to the Company, except insofar as they are modified or excluded by these Articles. In the event of conflict or inconsistency between these Articles and the Model Articles, these Articles shall govern and prevail.
1.5 Unless the context otherwise requires the singular shall include the plural, the masculine shall include the feminine and the feminine shall include the masculine and bodies corporate and unincorporated.
1.6 Any reference in these Articles to the C.E.O. shall, in the event that no C.E.O. is appointed, be deemed to refer to the Board of directors.
2 OBJECTS AND ASSETS
2.1 The objects of the Company shall be:
2.2.1 to acquire the property, assets and undertakings of S.B.A. and S.W.B.A. and to enter into any agreements for that purpose;
2.2.2 to act as the governing body of the Sport in Scotland; and
2.2.3 to foster, safeguard, promote and control the Sport in Scotland.
2.2 The Company shall have the power to do all lawful acts and things to further the foregoing objects. The objects in Article 2.1 shall not be restrictively interpreted and the widest interpretation shall be given to them.
2.3 The income and property of the Company shall be applied solely towards the promotion of the objects of the Company and no portion of the income or property of the Company shall be paid or transferred directly or indirectly to any Member provided that nothing in these Articles shall prevent any payment in good faith by the Company:
2.3.1 of reasonable and proper remuneration to any Member, officer or servant of the Company for any services rendered to the Company and of travel and out-of pocket expenses necessarily incurred in carrying out their duties;
2.3.2 of interest on money lent by a Member at a rate per annum not exceeding 2% less than the Bank of England base rate or 6% whichever is the greater; or
2.3.3 of a reasonable and proper rent for premises let by any Member of the Company to the Company.
2.4 If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever it shall not be paid to or distributed among the Members but given or transferred to some other body having objectives similar to the objectives of the Company and restrictions as set out in Article 2.3 above, such body or bodies to be determined by the Members at or before the time of dissolution or, if no such body is determined, to a charitable body with objects similar to those of the Company.
3 MEMBERSHIP
3.1 There shall be the following classes of Membership:
3.1.1 Honorary Membership:
Being those who by virtue of their position among bowlers or in view of their exceptional service to the Company or its predecessors and/or to the Sport in Scotland have the recommendation of the Board and the approval of the Annual General Meeting. All retiring Presidents shall be nominated for Honorary Membership of the Company at the Annual General Meeting immediately following the end of their term as President, in terms of these Articles;
3.1.2 Club Membership:
Being properly constituted bowling clubs (as determined by the Board in accordance with the Rules) who on application as mentioned in Article 3.3 to the Board in addition to payment of the appropriate subscription, may be accepted into this class of Membership;
3.1.3 Associate Membership:
Being any properly constituted and organised (as determined by the Board in accordance with the Rules) county or city bowling association in Scotland who on application as mentioned in Article 3.3 to the Board in addition to payment of the appropriate subscription, may be accepted into this class of Membership;
3.1.4 Affiliate Membership:
Being any properly constituted and organised (as determined by the Board in accordance with the Rules) amateur bowling association or club (other than those provided for in Article 3.1.2 and 3.1.3 above) who on application as mentioned in Article 3.3 to the Board, in addition to payment of the appropriate subscription, may be accepted into this category of membership;
and who in all cases have satisfied the requirements of Article 3.3.
3.2 The voting rights of the Members shall be as set out in Article 3.4. Only Member Clubs shall be bound by the guarantee set out in the Model Articles. All Members shall be entitled to attend general meetings but only Member Clubs and Associate Members shall be entitled to speak and vote at general meetings.
3.3 Admission to Membership and Rules
3.3.1 All applicants for Membership shall be required to complete the Application for Membership form provided by the Board or shall be admitted to Membership in a manner determined by the Board and shall provide such further particulars as set out in the Rules or as the Board shall, acting reasonably, deem proper. All members of the S.B.A. and the S.W.B.A. (other than any individual members of the S.W.B.A.), shall, as at the date of adoption of these Articles be deemed to be Members of the Company in such category as the Board determines.
3.3.2 In signing the Membership form or being admitted as a Member of the Company the Member agrees that the Member and all the individual members of the Member shall be deemed to be and be in fact bound by the Rules and in particular the Disciplinary Rules and Procedures. All Members shall be required to cooperate in the enforcement of the Rules and to adhere to the Rules and further to require individuals in their membership to adhere to the Rules and to obtain the consent of their individual members to this jurisdiction. For the avoidance of doubt any club or Persons affiliated to a Member of the Company which or who is not a Member shall be recognised as being indirectly affiliated to the Company and will thus be deemed to accept the Rules.
3.3.3 The policy rules and conditions for admission to Membership and the payment of fees and subscriptions for all classes of Membership shall be fixed by the Board and subject to approval at the Annual General Meeting.
3.3.4 In all cases, the decision of the Board on applications for Membership, renewal of Membership and decisions on whether or not they should be accepted, shall be the sole responsibility of the Board and in the event that any application is refused, the Board shall not be under any obligation to give any reason for such refusal.
3.3.5 All rules, bye-laws, codes of conduct, disciplinary rules and other rules of the S.B.A. (in respect of the Gents Section of the Company) and the S.W.B.A. (in respect of the Ladies Section of the Company) shall continue to apply unless they are superseded by any rules, bye-laws, codes of conduct, disciplinary rules or other rules of the Company. In the event of any inconsistency, the rules, bye-laws, codes of conduct, disciplinary rules and any other rules of the Company shall apply in relation to all Members and Persons.
3.4 Rights and Privileges of Members
3.4.1 Honorary Members shall not (in their capacity as such) have the right to vote at any General Meeting of the Company and shall not be liable for the guarantee as set out in the Model Articles;
3.4.2 Member Clubs, in addition to being liable for the guarantee as set out in Clause 2 of the Model Articles, shall have the full powers, privileges and liabilities of Members as set out in these Articles and shall be entitled to one vote each at any General Meeting of the Company;
3.4.3 Associate Members shall not be liable for the guarantee as set out in Clause 2 of the Model Articles and shall have no liability for the liabilities of the Company nor any interest in the assets of the Company but they shall be entitled to one vote each at any General Meeting of the Company;
3.4.4 Affiliate Members shall not be liable for the guarantee as set out in Clause 2 of the Model Articles and shall have no liability for the liabilities of the Company nor any interest in the assets of the Company nor shall they be entitled to vote at any General Meeting of the Company.
3.5 Retiral or Resignation of Membership
Notice of retiral or resignation from Membership of the Company or from any of its committees, or subcommittees is to be intimated in writing to the C.E.O. of the Company. Membership fees for the full year in which the Member retires or resigns may be payable at the discretion of the Board.
3.6 Registered Members
All Member Clubs, Associate Members and Affiliate Members shall maintain a full and comprehensive list of all Registered Members of that Member Club, Associate Member or Affiliate Member and shall (in accordance with Article 12.2) make such information available to the Company for inspection as may reasonably be required. All individuals participating in the Sport or the affairs of the Company must be registered as a Registered Member of a Member Club, Associate Member or Affiliate Member. For the avoidance of doubt, capitation fees shall be payable in respect of every Registered Member of each Member Club, Associate Member or Affiliate Member. Any Member Club, Associate Member or Affiliate Member not complying with this Article 3.6 may, at the discretion of the Board, not be entitled to vote at the Annual General Meeting of the Company in the relevant year.
4 THE BOARD OF DIRECTORS
4.1 Unless otherwise determined by an ordinary resolution, the number of Directors on the Board (“Directors” or “Board Members”) shall be not more than ten and not less than two. The Board of Directors shall, subject to the provisions of Articles 4.2 and 4.5, be elected at the Annual General meeting.
4.2 For the period of two years following the adoption of these Articles (or until the second Annual General Meeting following the adoption of these Articles, if later), the Board shall consist of up to five female members appointed initially from the Board of the S.W.B.A. and up to five male members appointed initially from the Council of the S.B.A. and during this period no member of the Board (including a member co-opted under Article 4.5) shall be required to stand for re-election under Article 4.6.
4.3 The Board shall elect from their number a chairman, who shall, in the event of an equality of votes at a meeting of the Board, have a casting vote.
4.4 The Board Members shall not have power to appoint alternate Board Members. The Board shall have power to appoint persons who are not on the Board to serve on committees or sub-committees.
4.5 Any vacancy occurring at any time on the Board may be filled by the co-option of any person as a director by the Board having regard to maintaining a proper skills, knowledge and representation balance on the Board and, during the period referred to in Article 4.2, reflecting the composition set out therein. Subject to Article 4.2 any co-opted director shall hold office until the date of the Annual General Meeting immediately following their co-option whereupon they may be re-appointed.
4.6 Subject to Article 4.2, all Board Members (including, for the avoidance of doubt, any Board Members co-opted under Article 4.5) shall retire at each Annual General Meeting but shall, subject to the further provisions of this Article 4.6, be eligible for re-election. No person shall be entitled to serve as a Board Member for a continuous period of more than six years from the original date of appointment under Article 4.2 or election (or, in the case of a director co-opted by the Board under Article 4.5, from the date of the Annual General Meeting immediately following their co-option) and shall retire at the Annual General Meeting following the expiry of such period (or if the period shall expire on the date of the Annual General Meeting shall retire at that meeting). Following such retiral a Board Member shall not be eligible to be co-opted or elected as a director for a period of 12 months.
4.7 All Board Members (other than those appointed under Articles 4.2 or 4.5) shall be appointed at the Annual General Meeting of the Company and no person shall be appointed or re-appointed a Board Member at any general meeting unless:-
4.7.1 they are recommended by the Board; or
4.7.2 not less than 30 clear days before the date appointed for the meeting, notice signed by or on behalf of a Voting Member has been given to the Company of the intention to propose that person for appointment together with notice signed by that person of their willingness to be appointed;
and Clause 17.1 of the Model Articles shall be modified accordingly.
4.8 In the event of only one nomination being received for a vacant position on the Board that nominee shall be elected on the passing of an ordinary resolution to that effect. If there are two or more candidates for one position on the Board then the person for whom the highest number of properly recorded votes is cast shall be declared elected and in the event of an equality of votes the Chairman shall have a casting vote.
5 PROCEEDINGS OF THE BOARD
5.1 The office of a Board member shall be vacated if:
5.1.1 they become incapable by reason of illness or injury of managing and administering their property and affairs;
5.1.2 they cease to be a Board Member by virtue of any provision of the Act or the Company Directors Disqualification Act 1986 or they become prohibited by law from being a director; or
5.1.3 they become bankrupt or make any arrangement or composition with their creditors generally; or
5.1.4 they resign from office by notice to the Company; or
5.1.5 they are removed from office by resolution duly passed pursuant to Section 168 of the 2006 Act; or
5.1.6 they shall for more than six consecutive months have been absent without permission of the Board from meetings of the Board held during that period and the Board resolves that their office be vacated.
5.2 Any director who becomes ineligible to hold a position as a director, for any reason, must immediately inform the Company of this event and forthwith vacate their position as a director of the Company.
5.3 The quorum for the transaction of business of the Board shall be a simple majority of the Board Members for the time being in office.
5.4 A Board member may participate in a meeting of the Board by means of conference telephone or other similar communications equipment whereby all the members of the Board participating in the meeting can hear each other and the members of the Board participating in a meeting in this manner shall be deemed to be present in person at such meeting for the purpose of Article 5.3 herein.
5.5 The Board Members shall meet at regular intervals as determined by the Board but shall not meet less than four times in any calendar year.
5.6 Subject to the provisions of the Articles, the Board Members may regulate their proceedings as they think fit.
5.7 The Board may, in accordance with the requirements set out in this Article and the Act, authorise any matter or situation proposed to them by any Board Member which would, if not authorised, involve a director breaching their duty under section 175 of the Act to avoid conflicts of interest and Clause 14 of the Model Articles shall be modified accordingly. Any authorisation given under this Article will be effective only if:
5.7.1 the matter in question shall have been proposed by any Board Member for consideration at a meeting of the Board in the same way that any other matter may be proposed to the Board under the provisions of these Articles or in such other manner as the Board may determine;
5.7.2 any requirement as to the quorum at the meeting of the Board at which the matter is considered is met without counting the Board member in question; and
5.7.3 the matter was agreed to without the Board member in question voting or would have been agreed to if their vote had not been counted.
6 POWERS OF BOARD MEMBERS
6.1 The Board shall have power:
6.1.1 to determine the policy to be followed in carrying out the objectives of the Company as specified in these Articles. The Board shall further have power to make, maintain, publish and enforce all necessary policies, statements, codes of conduct, codes of ethics, standing orders, bye-laws, rules and regulations in connection with the said objectives and the Sport including the Disciplinary Rules and Procedures but any Disciplinary Rules and Procedures adopted by the Board shall be ratified by the Members at the next following Annual General Meeting;
6.1.2 to delegate any of its powers to a duly appointed subcommittee, panel, working group or individuals whether or not the persons to whom the powers are delegated are members of the Board, the members of such subcommittee or working group will elect a chairman from their number and such chairman will have a casting vote;
6.1.3 to carry out the objects of the Company excepting such of them as are under these Articles only capable of being dealt with by the Company in general meeting;
6.1.4 to prohibit any act or practice by Members or Persons which in the opinion of the Board are or were detrimental to the interests of the Sport and to deal with any Member or Person disregarding such prohibition in such manner as it may think proper;
6.1.5 to impose penalties and sanctions on Members and/or Persons for misconduct in accordance with the procedures set out in the Rules;
6.1.6 to require the Members and Persons and others over whom it may have jurisdiction to ensure that their members and individuals accept, comply with and adhere to these Articles and the Rules;
6.1.7 to nominate representatives to other bodies to represent the Company; and
6.1.8 to alter the boundaries of any District.
6.2 Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Board Members who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Board Members which would have been valid if that alteration had not been made or that direction had not been given.
6.3 The Company’s policy is to promote good practice and compliance without prejudice to this generality by adopting after appropriate consultation with the Members Codes of Conduct and Ethics with particular reference to child protection issues, as also for coaches and the Board shall introduce and maintain an Anti-Doping Policy in accordance with the requirements of the World Anti-Doping Agency or any other successor body.
7 PRESIDENTS AND VICE-PRESIDENTS
7.1 In addition to the Board of directors, there shall also be a President and Vice-President of each of the Ladies and Gents Sections of the Company, who shall represent the Company and shall be appointed by the Members at the Annual General meeting of the Company on an annual basis and upon such conditions as shall be approved by the Board.
7.2 The Presidents and Vice-Presidents shall not sit on the Board but shall be entitled to receive notice of and attend and speak at all meetings of the Board although shall have no right to vote.
8 DISTRICT SECRETARIES
8.1 The District Secretaries of the Company shall represent the Districts to which they are appointed, oversee competitions and the conduct of the Sport in their Districts.
8.2 There shall be two District Secretaries for each District being one male and one female who shall represent the relevant Members in their District. Such District Secretaries shall be nominated and elected by the Member Clubs in each respective District.
8.3 Each District Secretary shall be an active member (as determined by the Board) of a Member Club within one of the Districts that they represent. Should such an individual cease to be an active member (as determined by the Board) during the term of office or if any of the provisions of Articles 5.1.1 to 5.1.6 shall apply in relation to a District Secretary he/she shall forthwith cease to be a District Secretary. The Board shall in that event make arrangements for a vote of the Member Clubs in such District or Districts to appoint a further District Secretary. In such circumstances the incoming District Secretary shall hold office until the expiry of the term of the Member who has ceased to be a District Secretary (as set out in Article 8.4 below).
8.4 Each District Secretary shall hold office for a period of six years whereupon they may be re-elected by the Member Clubs in that District or Districts for further periods of six years.
8.5 For the avoidance of doubt, any person appointed as a District Secretary is also eligible to be appointed to sit on the Board.
8.6 The District Secretaries shall meet at regular intervals as determined by the Board but shall not meet less than four times in any calendar year.
8.7 The District Secretaries shall elect from their number a chairman, who shall, in the event of an equality of votes at a meeting of the District Secretaries, have a casting vote.
9 GENERAL MEETINGS
9.1 The Annual General Meeting of the Company shall be held each year not earlier than Thirtieth September and prior to the Twenty fourth day of December at such time and place as the Board shall determine. The Agenda shall be prepared by the Board and issued as part of the notice of the meeting or made available on the Company’s website at least twenty one days prior to the due date.
9.2 Notice of the Annual General Meeting shall include the date, time and place of the meeting, details of any person recommended by the Board or nominated by the Members to sit on the Board and any resolution proposed by a Member in accordance with Article 9.8 below and shall be sent to all Members and the Board at least twenty one days prior to the due date for the meeting. The notice calling the Annual General Meeting shall be accompanied by such written reports and other documents (including a copy of the accounts) as may be relevant to the proposed business of the Annual General Meeting.
9.3 Voting at all General Meetings is restricted to Voting Members who have one vote and persons with validated Proxy votes as per Article 9.12.
9.4 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 Act and the Model Articles.
9.5 No business shall be transacted at any General Meeting unless there are present (either in person or by proxy) 10% of the Voting Members. If after thirty minutes there is still no quorum present, the C.E.O. will be instructed to call another Annual General Meeting within Fifty Six days. At the second meeting the business of such an Annual General Meeting will proceed whether or not a quorum is present.
9.6 The business of the Annual General Meeting shall be:
9.6.1 to receive the report of the Board and the financial statements;
9.6.2 to elect the Presidents, Vice-Presidents and the Auditor (if required) for the ensuing year;
9.6.3 to elect or re-elect Board Members if appropriate, as nominated in accordance with these Articles;
9.6.4 to fix the rates of the various subscriptions and fees payable to the Company;
9.6.5 to consider resolutions of which due notice has been given; and
9.6.6 any other competent business.
9.7 The C.E.O. shall call a General Meeting at the request of the Board or upon receipt of a request in writing signed by such percentage of the Voting Members as required by the Act stating the purpose for which the meeting is to be called and the resolution or resolutions which will be moved by the requisitionists at the meeting. The General Meeting shall be held within Fifty Six days of the request being received by the C.E.O. and notice shall be sent out to all Members at least Twenty Eight days prior to the date of the meeting. No other business shall be conducted at such a meeting except that of which notice has been given. If within thirty minutes of the time of which notice has been given a quorum is not present, the meeting will be abandoned.
9.8 The terms of any resolution or resolutions to be proposed at any Annual General Meeting must be communicated in writing by a Voting Member before the thirtieth day of September in each year to the C.E.O.
9.9 The rates of the various fees and subscriptions payable to the Company shall continue at the rates previously fixed unless altered by an ordinary resolution.
9.10 The accidental omission to give notice of a meeting to or the non receipt of a notice of meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
9.11 A resolution in writing executed in the case of an ordinary resolution by more than 50% of the Voting Members and in the case of a special resolution by not less than 75% of the Voting Members shall be as effectual as if it had been passed at a General Meeting duly convened and held and may consist of several documents in the same form each signed by or on behalf of one or more Voting Members.
9.12 All Voting Members shall be entitled to appoint a proxy to attend, speak and vote at General Meetings in accordance with the provisions of the Act. The proxy form shall be signed by or on behalf of the Voting Member by their president or secretary and shall be in the form sent to the Voting Members with the notice of the General Meeting or in any other form approved by the Board. The appointment of a proxy and any authority under which it is signed (in a manner approved by the Board) shall:
9.12.1 in the case of a written document be deposited at the registered office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting; or
9.12.2 in the case of an appointment contained in an electronic communication, where an address has been specified for the purpose of receiving electronic communications: (i) in the notice convening the meeting; (ii) or in any instrument of proxy sent out by the Company in relation to the meeting; (iii) or in any invitation contained in an electronic communication to appoint a proxy issued by the Company in relation to the meetings, be received at such address not less than 48 hours before the time for holding the meeting or adjourned meeting.
10 MINUTES
Each of the committees or sub-committees of the Board and the District Secretaries (when meeting collectively as provided for in Article 8.6) shall be responsible for ensuring that copies of the minutes of their meetings are sent to the C.E.O. within one month of the meeting for distribution to the Board.
11 THE SEAL
The Company shall not be obliged to have a Common Seal.
12 FINANCE AND SUBSCRIPTION FEES
12.1 The accounting reference date of the Company shall be 31st March in each year but subject to the approval of the Company in General Meeting and to the provisions of the Act, the Board may alter the accounting reference date and make the necessary consequential amendments to the Articles of Association with respect to the date of payment of the annual fees, subscriptions and contributions.
12.2 All subscriptions and affiliations fees together with any other levies payable to the Company as may be appropriately determined in accordance with these Articles shall be due and payable by each Member to the Company by 28 February in each year. The basis for calculating the sum due by each Member shall be the number of Registered Members of each Member as ascertained in accordance with the Rules at the preceding 30 September. Members are required in terms of these Articles and the rules of World Bowls Limited to maintain a register of Registered Members for the purpose of reconciling capitation fees, which Members will be required to make available to the Company for inspection as may be reasonably required.
12.3 Any Member which fails to make payment of its subscriptions or affiliation fees within thirty days of the due date for payment shall not be entitled to any of the rights and privileges of membership of the Company nor shall its Registered Members be allowed to compete in any competition under the jurisdiction of the Company until the subscription is paid. The Board shall have the right at its discretion to impose a penalty of 10% of the value of the subscriptions and affiliation fees due by any Member which fails to make payment on or before the due date and any Member which fails to make payment within three months of the due date may be expelled by the Board from membership of the Company and its members shall lose all rights to compete in any competition under the jurisdiction of the Company and all other rights of membership conferred by the Company.
13 DISCIPLINE AND MISCONDUCT
13.1 For the avoidance of doubt the Board shall have the power to prohibit any act or practice by Members and all other organisations under the jurisdiction of the Company or by any of the individual members thereof and all Persons which in the opinion of the Board is or was detrimental to the interests of the Sport and to inflict sanctions in accordance with the Disciplinary Rules and Procedures and in particular shall have powers to delegate to a Disciplinary Committee (as set out in the Disciplinary Rules and Procedures) or otherwise as set out in these Articles the powers of the Board to deal with discipline in terms of this Article and in accordance with the Disciplinary Rules and Procedures.
13.2 All Members and Persons (as defined in Article 1.1) shall be bound not only to observe the Rules made or published under the authority granted in these Articles but all other Rules of the Sport.
14 NOTICES
14.1 A notice or other document may be given by the Company to any Member in writing either: personally or by sending it by pre-paid post to its registered address (supplied by it to the Company for the giving of notice to it); or a notice or other document excluding a share certificate may be given by the Company to any member by telefax at the last telefax number notified to the Company (but in the absence of such address or telefax number the Member shall not be entitled to receive from the Company notice of any meeting); by a website the address of which shall be notified to the Member in writing or by electronic mail to an address notified by the Member to the Company in writing. This Article does not affect any provision in the Act or these Articles requiring notices or documents to be delivered in a particular way.
14.2 If a notice or document is delivered by hand, it is treated as being delivered at the time it is handed to or left for the Member. A properly addressed notice or document sent by pre-paid post shall be deemed to have been given 48 hours after the date on which the notice is posted. A notice or document sent by telefax shall be deemed to have been given 2 hours after the time of transmission. A notice or document (other than a share certificate) sent by electronic mail, shall be deemed to have been delivered at the time it was sent. A notice or document (other than a share certificate) published on a website shall be deemed to have been delivered when the material was first made available on the website, or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
15 INDEMNITY
Subject to the Act, but without prejudice to any indemnity to which a director or officer may otherwise be entitled, every Director or other officer (including District Secretaries) of the Company shall be indemnified out of the assets of the Company against all costs, charges, expenses, losses or liabilities which they may sustain or incur in or about the execution of the duties of their office or otherwise in relation thereto including any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application under Section 1157 of the Act in which relief is granted to them by the Court and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Company in the execution of the duties of their office or in relation thereto; but this Article shall only have effect insofar as its provisions are not avoided by Section 1532 of the Act.
THE COMPANIES ACT 2006 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF BOWLS SCOTLAND (Adopted on 15 December 2010) (Amended on 23 November 2011)
23 November 2011 changehere 3 Ponton Street Edinburgh EH3 9QQ DX: ED135 Tel: 0131 228 4994 Fax: 0131 228 4260 E-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
292 St Vincent Street Glasgow G2 5TQ DX: GW64 Tel: 0141 204 2700 Fax: 0141 248 3998 E-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
www.McClureNaismith.com
Equitable House 47 King William Street London EC4R 9AF DX: 764 CDE Tel: 020 7929 3770 Fax: 020 7929 3466 E-mail: This e-mail address is being protected from spambots. You need JavaScript enabled to view it
CJM ALB 12910.11
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