ARTICLES OF ASSOCIATION
Company No. 11000889
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
SKATEBOARD GB LIMITED
Amended by resolution on 7th April 2019
Table of Contents
Part 1 NAME, OBJECTS, POWERS AND LIMITATION OF LIABILITY 1
1. Name 1
2. Objects 1
3. Powers 1
4. Liability of Members 2
Part 2 DIRECTORS AND OTHER OFFICE HOLDERS 3
DIRECTORS' POWERS AND RESPONSIBILITIES 3
5. Directors' General Authority 3
6. Directors May Delegate 3
7. Committees 3
DECISION-MAKING BY DIRECTORS 4
8. Directors to Take Decisions Collectively 4
9. Unanimous Decisions 4
10. Calling a Meeting of the Board 4
11. Participation in Meetings of the Board 4
12. Composition of the Board and Quorum 5
13. Chairing of Meetings of the Board 5
14. Casting Vote 5
15. Directors' Conflicts of Interest 5
16. Records of Decisions 7
17. Directors' Discretion to Make Regulations 7
APPOINTMENT OF DIRECTORS 8
18. Composition of the Board 8
19. Termination of Director's Appointment 9
20. Directors' Remuneration 10
21. Chair 10
22. Member Directors 11
24. Independent Directors 11
25. Directors' Terms of Office 12
26. Company Secretary 12
27. Casual Vacancies 12
Part 3 MEMBERS 12
BECOMING AND CEASING TO BE A MEMBER 12
28. Application for Membership 12
29. Conditions of Membership 12
30. Suspension of Membership 13
31. Termination of Membership 13
ORGANISATION OF GENERAL MEETINGS 14
32. Notice of and Calling General Meetings 14
33. Annual General Meetings 14
35. Attendance and Speaking at General Meetings 14
36. Quorum for General Meetings 15
37. Chairing General Meetings 15
38. Attendance and Speaking by Non-Members 15
39. Adjournment 15
VOTING AT GENERAL MEETINGS 16
40. Voting: General 16
41. Errors and Disputes 16
42. Poll Votes 16
43. Content of Proxy Notices 17
44. Delivery of Proxy Notices 18
45. Amendments to Resolutions 18
46. Written Resolution 19
47. Changes to the Articles 19
Part 4 ADMINISTRATIVE ARRANGEMENTS 19
48. Means of Communication to be Used 19
49. Audit 20
50. No right to Inspect Accounts and Other Records 21
DIRECTORS' INDEMNITY AND INSURANCE, DISSOLUTION AND DEFINITIONS 21
51. Indemnity and Insurance 21
52. Dissolution 22
53. Definitions 22
NAME, OBJECTS, POWERS AND LIMITATION OF LIABILITY
The name of the Company is Skateboard GB Limited.
The objects for which the Company is established (Objects) are:
2.1 To be responsible for the preparation, selection and performance of men’s and women’s Great Britain skateboarding squads and their preparation in the Olympic Games.
2.2 To provide a representative to represent the interests of Skateboard GB on the National Olympic Committee of Great Britain and Northern Ireland.
2.3 To represent the interest of Skateboard GB related to the Olympic Games or such other organisations as may be appropriate.
2.4 To be responsible for the preparation, selection and performance of both men’s and women’s Great Britain talent skateboarders and officials and the participation in any event or development activity in which a Great Britain talent identified skateboarder or official is involved.
3.1 The Company shall have the powers to do all such lawful things as are consistent with the furtherance of its Objects (Powers).
3.2 The income and property of the Company shall be applied solely towards the promotion of its Objects and no portion thereof shall be paid or transferred, directly or indirectly, by way of distribution, bonus or otherwise by way of profit to the Members.
3.3 Nothing in Article 3.2 shall prevent the payment in good faith by the Company:
3.3.1 of reasonable and proper remuneration to any Member for any services rendered to the Company;
3.3.2 of reasonable and proper remuneration to any director in accordance with Article 20;
3.3.3 to any Member or director who is engaged by the Company in a professional capacity, of all reasonable professional and other charges for work done by him or his firm or company when instructed by the Board to act in that capacity on behalf of the Company, provided that:
(a) he shall be absent during the relevant discussion from all meetings at which the employment and remuneration of such a firm or company are discussed;
(b) he shall not vote on any resolution relating to the employment or remuneration of such firm or company; and
(c) the Board is satisfied that the engagement of that individual or the firm or company in question is both necessary and expedient in the interests of the Company;
3.3.4 to any Member, director or committee member of reasonable and proper out-of-pocket expenses incurred in the exercise of their powers and the discharge of their responsibilities in relation to the Company;
3.3.5 of interest on money lent by a Member or director at a commercial rate of interest;
3.3.6 of reasonable and proper rent for premises demised or let by any Member or director; or
3.3.7 of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Board (or any of its members) in relation to the Company, provided that such insurance shall not extend to indemnification against liability for willful or criminal wrongdoing or default.
4. Liability of Members
4.1 The liability of each Member is limited to £1, being the amount that each Member undertakes to contribute to the assets of the Company in the event of its being wound up while it is a Member or within one year after it ceases to be a Member, for any of the items set out in Article 4.2.
4.2 The items for which the Members undertake to contribute are:
4.2.1 payment of the debts and liabilities of the Company contracted before it ceases to be a Member;
4.2.2 payment of the cost, charges and expenses of winding up; and
4.2.3 the adjustment of the rights of the contributories among themselves.
DIRECTORS AND OTHER OFFICE HOLDERS
DIRECTORS' POWERS AND RESPONSIBILITIES
5. Directors' General Authority
5.1 Subject to the Act, these Articles and any Regulations made pursuant to them, the Board is responsible for the management of the Company's business, for which purpose it may exercise all the Powers of the Company.
5.2 No valid act carried out by the Board shall be invalidated by a subsequent resolution passed by the Company in general meeting.
6. Directors May Delegate
6.1 Subject to these Articles, the Board may delegate any of the powers which are conferred on it under these Articles:
6.1.1 to such person, committee or region;
6.1.2 by such means (including by power of attorney);
6.1.3 to such an extent;
6.1.4 in relation to such matters or territories; and
6.1.5 on such terms and conditions,
as it thinks fit.
6.2 All acts and proceedings delegated under Article 6.1 shall be reported to the Board in due course.
6.3 If the Board so specifies, any such delegation may authorise further delegation of the Board's powers by any person to whom they are delegated.
6.4 The Board may revoke any delegation in whole or part, or alter, its terms and conditions.
7.1 The Company shall have an Audit Committee, a Nominations Committee and such other committees as the Board thinks fit.
7.2 Committees to which the Board delegates any of its powers must follow procedures which are based as far as they are applicable on the provisions of these Articles which govern the taking of decisions by the Board.
7.3 The Board may make regulations for all or any committees which prevail over procedures derived from these Articles if they are not consistent with them.
7.4 The Board may invite any member of any committee, not being a director, to attend and speak at any of its meetings, but not to vote.
DECISION-MAKING BY DIRECTORS
8. Directors to Take Decisions Collectively
Any decision of the Board must be either a majority decision or a decision taken in accordance with Article 9.
9. Unanimous Decisions
9.1 A decision of the Board is taken in accordance with this Article when all Eligible Directors indicate to each other by any means that they share a common view on a matter.
9.2 Such a decision may take the form of a resolution in writing, where each Eligible Director has signed one or more copies of it, or to which each Eligible Director has otherwise indicated agreement in writing.
9.3 A decision may not be taken in accordance with this Article if the Eligible Directors would not have formed a quorum at such a meeting.
10. Calling a Meeting of the Board
10.1 Subject to these Articles, the Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.
10.2 Any director may call a meeting of the Board by giving notice of the meeting to the directors.
10.3 Notice of any meeting of the Board must indicate:
10.3.1 its proposed date and time;
10.3.2 where it is to take place; and
10.3.3 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.
10.4 Notice of a directors' meeting shall be given to each director in writing, which (for the avoidance of doubt) includes email.
11. Participation in Meetings of the Board
11.1 Subject to these Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:
11.1.1 the meeting has been called and takes place in accordance with these Articles, and
11.1.2 they can each communicate to the others by any method (virtual or otherwise) any information or opinions they have on any particular item of the business of the meeting.
11.2 In determining whether directors are participating in a meeting of the Board, it is irrelevant where any director is or how they communicate with each other.
11.3 If all the directors participating in a meeting of the Board are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
11.4 The Board may invite one or more observers to attend and speak at Board meetings. Observers shall not vote or count towards the quorum at any Board meeting.
12. Composition of the Board and Quorum
12.1 At a meeting of the Board, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
12.2 The quorum for meetings of the Board may be fixed from time to time by a decision of the directors, and unless otherwise fixed is one half of the members of the Board (any fraction being rounded down to the nearest whole number).
12.3 The Board may act notwithstanding any vacancy in its body, provided that if the number of directors shall at any time be less than the minimum set out in these Articles, it shall be lawful for them to act as the Board for the purpose of filling a casual vacancy arising among the directors in accordance with Article 27, or calling a general meeting, but not for any other purpose.
13. Chairing of Meetings of the Board
13.1 The Chair shall chair meetings of the Board. The Chair shall preside at all meetings of the Board at which he shall be present.
13.2 If at any meeting the Chair is not present within 15 minutes after the time appointed for holding the meeting or is not willing or able to preside, the directors present shall choose one of their number to be chairman of the meeting. The person so appointed for the time being is known as the chairman of the meeting.
14. Casting Vote
14.1 If the numbers of votes for and against a proposal at a meeting of the Board are equal, the chairman of the meeting has a casting vote.
14.2 Article 14.1 shall not apply in respect of a particular meeting (or part of a meeting) if, in accordance with the Articles, the chairman of the meeting is not an Eligible Director for the purposes of that meeting (or part of a meeting).
15. Directors' Conflicts of Interest
15.1 The directors may, in accordance with the requirements set out in this Article, authorise any Conflict proposed to them by any director which would, if not authorised, involve a director (an Interested Director) breaching his duty under section 175 of the Act to avoid conflicts of interest (Conflict).
15.2 Any authorisation under this Article 15 shall be effective only if:
15.2.1 to the extent permitted by the Act, the matter in question shall have been proposed by any director for consideration in the same way that any other matter may be proposed to the directors under the provisions of these Articles or in such other manner as the directors may determine;
15.2.2 any requirement as to the quorum for consideration of the relevant matter is met without counting the Interested Director or any other interested director; and
15.2.3 the matter was agreed to without the Interested Director voting or would have been agreed to if the Interested Director's and any other interested director's vote had not been counted.
15.3 Any authorisation of a Conflict under this Article 15 may (whether at the time of giving the authorisation or subsequently):
15.3.1 extend to any actual or potential conflict of interest which may reasonably be expected to arise out of the Conflict so authorised;
15.3.2 provide that the Interested Director be excluded from the receipt of documents and information and the participation in discussions (whether at meetings of the directors or otherwise) related to the Conflict;
15.3.3 provide that the Interested Director shall or shall not be an Eligible Director in respect of any future decision of the directors in relation to any resolution related to the Conflict;
15.3.4 impose upon the Interested Director such other terms for the purposes of dealing with the Conflict as the directors think fit;
15.3.5 provide that, where the Interested Director obtains, or has obtained (through his involvement in the Conflict and otherwise than through his position as a director of the Company) information that is confidential to a third party, he shall not be obliged to disclose that information to the Company, or to use it in relation to the Company's affairs where to do so would amount to a breach of that confidence; and
15.3.6 permit the Interested Director to absent himself from the discussion of matters relating to the Conflict at any meeting of the directors and be excused from reviewing papers prepared by, or for, the directors to the extent they relate to such matters.
15.4 Where the directors authorise a Conflict, the Interested Director shall be obliged to conduct himself in accordance with any terms and conditions imposed by the directors in relation to the Conflict.
15.5 The directors may revoke or vary such authorisation at any time, but this shall not affect anything done by the Interested Director prior to such revocation or variation in accordance with the terms of such authorisation.
15.6 A director is not required, by reason of being a director (or because of the fiduciary relationship established by reason of being a director), to account to the Company for any remuneration, profit or other benefit which he derives from or in connection with a relationship involving a Conflict which has been authorised by the directors in accordance with these Articles or by the Company in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.
15.7 Subject to sections 177(5) and 177(6) and sections 182(5) and 182(6) of the Act, and provided he has declared the nature and extent of his interest in accordance with the requirements of the Act, a director who is in any way, whether directly or indirectly, interested in an existing or proposed transaction or arrangement with the Company:
15.7.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise (directly or indirectly) interested;
15.7.2 shall [not] be an Eligible Director for the purposes of any proposed decision of the directors (or committee of directors) in respect of such existing or proposed transaction or arrangement in which he is interested;
15.7.3 shall [not] be entitled to vote at a meeting of directors (or of a committee of the directors) or participate in any unanimous decision, in respect of such existing or proposed transaction or arrangement in which he is interested;
15.7.4 may act by himself or his firm in a professional capacity for the Company (otherwise than as auditor) and he or his firm shall be entitled to remuneration for professional services as if he were not a director;
15.7.5 may be a director or other officer of, or employed by, or a party to a transaction or arrangement with, or otherwise interested in, any body corporate in which the Company is otherwise (directly or indirectly) interested; and
15.7.6 shall not, save as he may otherwise agree, be accountable to the Company for any benefit which he (or a person connected with him (as defined in section 252 of the Act)) derives from any such transaction or arrangement or from any such office or employment or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the grounds of any such interest or benefit nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act.
16. Records of Decisions
16.1 The Board must ensure that the Company keeps a record, in writing, for at least ten years from the date of the decision recorded, of every appointment by the Board and of every unanimous or majority decision taken by the Board (and all committees) and by the Company at general meeting.
16.2 Any such records, if purporting to be signed by the chairman of the meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
17. Directors' Discretion to Make Regulations
17.1 The Board (or any committee to whom it delegates its powers) shall have the power to make, vary and revoke Regulations for the better administration of the Company including (without limitation):
17.1.1 regulations relating to membership of the Company including:
(a) the rights, privileges and obligations of the Members;
(b) the levels of subscription fees to be paid by the different categories of member; and
(c) procedures for the registration of members;
17.1.2 regulations for the nomination and appointment (by the Board) of the Chair in accordance with Article 21;
17.1.3 regulations for the nomination and appointment (by the Members) of the Member Directors in accordance with Article 22;
17.1.4 regulations for the nomination and appointment (by the Board) of the Independent Directors (including the Senior Independent Director) in accordance with Article 24;
17.1.5 terms of reference as to the function, role and operation of any committees established in accordance with Article 7 to assist the Board in the better administration of the Company;
17.1.6 regulations to ensure compliance with national and international rules relating to doping control;
17.1.7 regulations for the promotion and organisation of skateboarding events and competitions;
17.1.8 safeguarding, equality and conflict of interest policies;
17.1.9 selection and disciplinary policies; and
17.1.10 such other regulations or policies as the Board thinks fit.
17.2 Regulations made under Article 17.1 must be compliant with the Act and these Articles in order to be valid.
APPOINTMENT OF DIRECTORS
18. Composition of the Board
18.1 Unless otherwise determined by ordinary resolution, the number of directors shall be not less than six and not more than twelve.
18.2 The members of the Board shall be:
18.2.1 a Senior Independent Director appointed by the directors from the Independent Directors
18.2.2 an Independent Director appointed by the directors
18.2.3 the Chief Executive; who shall be the Chief Executive or equivalent of the Home Nation NGB which is administering and operating the Company as determined by the directors from time to time
18.2.4 Each Home Nation NGB may at any time appoint any person (willing to act as a member director and permitted by law to do so) to be a member director and may remove or replace any member director so appointed.
18.2.5 No more than two member directors appointed by each Home Nation NGB shall hold office at any one time.
18.3 All acts carried out in good faith at any meeting of the Board or of any committee, or by any person acting as a director, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such person, be as valid as if every such person had been duly appointed or had duly continued in office.
18.4 Each member of the Board must be at least 18 years of age, but membership of the Board shall not be subject to a maximum age limit.
18.5 The Board will ensure that the recruitment of the Independent Directors is made by open advertisement and competency based selection. Such recruitment shall be in accordance with internationally recognised principles of good governance and such directors shall be recruited with regards to a skills matrix determined by the Board.
19. Termination of Director's Appointment
19.1 Without prejudice to any other provision of these Articles, a person shall cease to be a director of the Company as soon as:
19.1.1 a bankruptcy order is made against that person or a composition is made with that person's creditors generally in satisfaction of that person's debts; or
19.1.2 a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months; or
19.1.3 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; or
19.1.4 that person ceases to be a member of the Board by virtue of any provisions of the Act or is prohibited by law from being a director; or
19.1.5 that person is removed from office by a resolution duly passed pursuant to section 168 of the Act; or
19.1.6 that person shall have been absent for more than three consecutive Board meetings without permission of the Board; or
19.1.7 at least 75% of the other members of the Board acting together resolve that his office be vacated; or
19.1.8 the period for which he was appointed has ended and he has not been re-appointed; or
19.1.9 in the case of a Member Director the Board is entitled to terminate their appointment in accordance with Article 22.3.
19.2 A person serving as Chair, Member Director or Independent Director who is removed from office as a director for whatever reason shall be deemed to have resigned from his position as Chair, Member Director or Independent Director (as appropriate) and the vacancy shall be filled in accordance with these Articles.
20. Directors' Remuneration
20.1 Subject to the provisions of the Act, and to Article 20.2 below, the Board may enter into an agreement or arrangement with any director:
20.1.1 for his services to the Company as a director; and
20.1.2 for his employment by the Company or for the provision by him of benefits or any services outside the scope of the ordinary duties of a director.
20.2 Subject to these Articles, a director's remuneration may take any form and include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director provided that such remuneration:
20.2.1 is fixed having regard to the current remuneration of directors in comparable posts;
20.2.2 does not exceed the general market rate for directors providing comparable services; and
20.2.3 is not to any extent determined by or conditional upon the profits or losses derived from some or all of the activities of the Company or by reference to the level of the Company's gross income from some or all of its activities.
20.3 Unless the Board decides otherwise, directors' remuneration accrues from day to day.
20.4 Unless the Board decides 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 (if any) or of any other body corporate in which the Company is interested (if any).
21.1 The Board may from time to time on the recommendation of the Nominations Committee appoint one person to be Chair.
21.2 Subject to Article 21.3, the Chair shall hold office for a period of three years from the date on which he is appointed. A Chair who ceases to hold office at the end of his period of appointment shall be eligible for re-appointment for a maximum of two further three year terms of office.
21.3 The person holding the position of Chair on incorporation of the Company shall hold office for a maximum period of two years from the incorporation date. He shall then be eligible for re-appointment for a maximum of two further three year terms of office.
21.4 The Chair shall be a director by virtue of his office (unless and until he shall cease to be a director pursuant to Article 19) and shall have such rights and privileges as the Board shall from time to time prescribe. The nomination and appointment of the Chair shall be conducted in accordance with these Articles and the Regulations.
22. Member Directors
22.1 Subject to Article 22.3, each Members shall have the right at any time to nominate up to two persons to be appointed to the Board (Member Directors) and to remove any such Member Director, in each case by written notice given to the Company at the Registered Office. Upon receipt of such notice from a Member the Company shall procure that such persons be appointed to or removed from (as applicable) the Board as soon as reasonably practicable.
22.2 In making nominations pursuant to Article 22.1 the Members shall have regard to any Regulations, skills matrix and guidance provided to them by the Board.
22.3 Each Member must have an equal number of Member Directors on the Board at any given time and the Board shall have the discretion to remove or not to appoint a person nominated pursuant to Article 22.1 in order to give effect to this Article 22.3.
22.4 Any Member Director appointed in accordance with Article 22.1 shall hold office as a member of the Board until the third anniversary of the date of his appointment or until (if earlier) he ceases to be a director pursuant to Article 19. A Member Director who ceases to hold office at the end of his term of office may be re-appointed in accordance with Article 22.1 for a maximum of two further consecutive three year terms of office.
23. Independent Directors
23.1 Subject to Article 18.1 (maximum number of directors), the Board may from time to time on the recommendation of the Nominations Committee appoint up to two persons to be an Independent Director.
23.2 Each Independent Director appointed pursuant to Article 24.1 shall hold office as a member of the Board until the third anniversary of the date of his appointment or until (if earlier) he ceases to be a director pursuant to Article 19. An Independent Director who ceases to hold office at the end of his period of appointment may be reappointed in accordance with Article 24.1 for a maximum of two further consecutive three year terms of office.
23.3 The Board shall from time to time appoint one Independent Director to be the Senior Independent Director and may from time to time remove such person.
24. Directors' Terms of Office
24.1 Notwithstanding any other provision of these Articles a Chair, Member Director or Independent Director shall not serve more than three consecutive three year terms of office on the Board.
24.2 A director who ceases to be a member of the Board having completed their maximum term of office shall not be eligible for re-appointment or re-election to the Board in any capacity for a period of at least four consecutive years.
25. Company Secretary
The Board may appoint any person who is willing to act as the Company Secretary for such term, at such remuneration and upon such conditions as they may think fit and from time to time remove such person and, if the Board so decides, appoint a replacement, in each case by a decision of the Board.
26. Casual Vacancies / Co-Opted Directors
Should a casual vacancy arise among the offices of Chair or Independent Director, the Board may co-opt to the Board anyone it reasonably and in good faith considers meets the criteria of Chair or Independent Director (as applicable). Co-opted directors can serve on the Board until either the next annual general meeting or until such time as the person he replaced was due to retire (whichever is the earlier) but shall be eligible for re-appointment (as the case may be) in accordance with these Articles. A co-opted director can also serve on any sub-committees.
BECOMING AND CEASING TO BE A MEMBER
27. Application for Membership
27.1 Subject to the provisions of these Articles, each Home Country NGB shall be entitled to be a Member of the Company.
27.2 No Home Country NGB shall become a Member unless they have executed and delivered to the Company an application for membership in such form as the Board requires.
27.3 All Members must pay to the Company such registration and membership fees as the directors may from time to time determine.
28. Conditions of Membership
28.1 All Members shall be bound by and subject to these Articles and the Regulations.
28.2 The Members shall pay any registration and membership fees set by the Board under Article 28.3. Any Member whose membership fee is more than three months in arrears shall be deemed to have resigned its membership of the Company unless the Board decides otherwise.
29. Suspension of Membership
The Board (or any committee to whom it delegates this power) shall have the power to suspend a Member in accordance with the Regulations.
30. Termination of Membership
30.1 The Board (or any committee to whom it delegates this power) may terminate the membership of any Member without its consent by giving it written notice if, in the reasonable opinion of the Board (or any committee to whom it delegates this power):
30.1.1 it is guilty of conduct which has or is likely to have a serious adverse effect on the Company or bring the Company or any or all of the Members and directors into disrepute; or
30.1.2 it has acted or has threatened to act in a manner which is contrary to the interests of the Company as a whole; or
30.1.3 it has failed to observe the terms of these Articles and where applicable the Regulations; or
30.1.4 it has failed to observe the statutes of the [skateboard federation?] from time to time; or
30.1.5 it is in the Company's best interests to do so.
Following such termination, the Member shall be removed from the register of members by the Company Secretary.
30.2 The written notice to the Member must give the Member the opportunity to be heard in writing or in person (by nomination of a representative) as to why its membership should not be terminated. The Board (or any committee to whom it delegates this power) must consider any representations made by or on behalf of the Member and inform the Member of its decision following such consideration. There shall be no right to appeal from a decision of the Board to terminate the membership of a Member.
30.3 A Member whose membership is terminated under this Article shall not be entitled to a refund of any registration or membership fee and shall remain liable to pay to the Company any sum owed by it.
30.4 A Member may withdraw from membership of the Company by giving seven clear days' notice to the Company in writing.
30.5 A membership terminates automatically if the relevant Home Country NGB ceases to exist or ceases to be recognised by World Skate.
30.6 Membership is not transferable.
30.7 Any person ceasing to be a Member immediately forfeits all rights in relation to and claims upon the Company, its property and its funds and has no right to the return of any part of its registration or membership fee.
ORGANISATION OF GENERAL MEETINGS
31. Notice of and Calling General Meetings
31.1 General meetings shall be called on at least 21 clear days' written notice.
31.2 A general meeting may be called at any time by the Board or by the Company Secretary (if any) acting on behalf of the Board or may be called on a written request to the Board from at least one Member.
31.3 On receipt of a written request made pursuant to Article 32.2, the Board or the Company Secretary (if any) must call a general meeting within 21 days and the general meeting must be held not more than 28 days after the date of the notice calling the general meeting.
31.4 The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed or proceeding at any meeting.
32. Annual General Meetings
32.1 The Company shall hold a general meeting in every calendar year as its annual general meeting in addition to any other general meetings in that year and shall specify the meeting as such in the notices calling it. The annual general meeting in each year shall be held at such time and place as may be determined by the Board, provided that every annual general meeting shall be held not more than 18 months after the preceding annual general meeting.
32.2 The annual general meeting shall be held for the following purposes:
32.2.1 to receive from the Board the Company's accounts;
32.2.2 to receive from the Board a report of the activities of the Company since the previous annual general meeting;
32.2.3 to appoint the Auditors;
32.2.4 to report on any director appointments or retirements which have taken place since the last annual general meeting; and
32.2.5 to transact such other business as may be brought before it.
33. All general meetings, other than annual general meetings, shall be called general meetings.
34. Attendance and Speaking at General Meetings
34.1 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.
34.2 A person is able to exercise the right to vote at a general meeting when:
34.2.1 that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
34.2.2 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.
34.3 The Board may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
35. Quorum for General Meetings
35.1 No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.
35.2 Two Members present in person or by proxy shall be a quorum.
36. Chairing General Meetings
36.1 The Chair shall chair general meetings if present and willing to do so. If the Chair shall be absent, or if at any meeting he is not present within 15 minutes after the time appointed for holding the same, the directors present, or if no directors are present, the meeting, must appoint a director or Member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
36.2 The person chairing a meeting in accordance with this Article is referred to as the chairman of the meeting.
37. Attendance and Speaking by Non-Members
The chairman of the meeting may permit other persons who are not Members of the Company to attend and speak at a general meeting.
38.1 If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
38.2 The chairman of the meeting may adjourn a general meeting at which a quorum is present if:
38.2.1 the meeting consents to an adjournment, or
38.2.2 it appears to the chairman 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.
38.3 The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
38.4 When adjourning a general meeting, the chairman of the meeting must:
38.4.1 either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Board, and
38.4.2 have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
38.5 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:
38.5.1 to the same persons to whom notice of the Company's general meetings is required to be given, and
38.5.2 containing the same information which such notice is required to contain.
38.6 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
39. Voting: General
39.1 Subject to Article 40.3, each Member shall be entitled to receive notice of, attend and cast one vote at general meetings.
39.2 Each Member is entitled to send two representatives to attend and speak at general meetings but only one of those representatives shall have a vote.
39.3 No Member shall be entitled to exercise any of its membership rights or privileges or speak or vote on any question at any general meeting unless such Member has been duly registered and has paid every registration fee, membership fee or other sum (if any) due and payable to the Company in respect of their membership.
39.4 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 these Articles. Except where otherwise provided by the Act, every resolution is decided by a majority of votes cast.
39.5 In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.
40. Errors and Disputes
40.1 No objection shall be raised to the qualification of any Member 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.
40.2 Any such objection must be referred to the chairman of the meeting whose decision is final.
41. Poll Votes
41.1 A poll on a resolution may be demanded:
41.1.1 in advance of the general meeting where it is to be put to the vote, or
41.1.2 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.
41.2 A poll may be demanded by:
41.2.1 the chairman of the meeting;
41.2.2 the Board; or
41.2.3 a Member.
41.3 A demand for a poll may be withdrawn if:
41.3.1 the poll has not yet been taken, and
41.3.2 the chairman of the meeting consents to the withdrawal,
and a demand so withdrawn shall not invalidate the result of a show of hands declared before the demand was made.
41.4 Polls shall be taken as the chairman of the meeting directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
41.5 A poll demanded on the election of a chairman of the meeting 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 of the meeting directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was 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.
41.6 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 at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
42. Content of Proxy Notices
42.1 Proxies may only validly be appointed by a notice in writing (proxy notice) which:
42.1.1 states the name and address of the Member appointing the proxy;
42.1.2 identifies the person appointed to be that Member's proxy and the general meeting in relation to which that person is appointed;
42.1.3 is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the directors may determine; and
42.1.4 is delivered to the Registered Office in accordance with these Articles not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and any instructions contained in the notice of the general meeting (or adjourned meeting) to which they relate.
42.2 A proxy appointment which is incorrectly completed or which is not deposited, delivered or received in a manner permitted by these Articles shall be invalid unless the Senior Independent Director, in his absolute discretion, decides to treat the same as valid.
42.3 The Board may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
42.4 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.
42.5 Unless a proxy notice indicates otherwise, it must be treated as:
42.5.1 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
42.5.2 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 Member which 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 Registered Office by or on behalf of that person.
43.2 An appointment under a proxy notice may be revoked by delivering to the Registered Office 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 a proxy appointment only takes effect if it is delivered at least 24 hours before the start of the meeting or adjourned meeting to which it relates.
43.4 If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor's behalf.
44. Amendments to Resolutions
44.1 An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
44.1.1 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 chairman of the meeting may determine), and
44.1.2 the proposed amendment does not, in the reasonable opinion of the chairman 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:
44.2.1 the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
44.2.2 the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
44.3 With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.
44.4 If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman's error does not invalidate the vote on that resolution.
45. Written Resolution
45.1 Subject to Article 46.3, a resolution in writing agreed by the Appropriate Majority of Members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective provided that a copy of the proposed resolution has been sent to every eligible Member and the Appropriate Majority of Members has signified its agreement to the resolution in an authenticated document which has been received at the Registered Office within the period of 28 days beginning with the circulation date. A resolution in writing may comprise several copies to which one or more Members have signified their agreement. A Member’s authorised representative may signify agreement.
45.2 In Article 46.1, the Appropriate Majority is:
45.2.1 in the case of an ordinary resolution, a simple majority of the Members;
45.2.2 in the case of a special resolution, 75% or more of the Members.
45.3 The following may not be passed as a written resolution:
45.3.1 a resolution to remove a director before his period of office expires; and
45.3.2 a resolution to remove an Auditor before his period of office expires.
46. Changes to the Articles
No change to these Articles shall be made:
46.1 except at a general meeting specially convened for that purpose, of which 21 clear days' notice shall be given, such notice to state the changes proposed; and
46.2 unless the changes are approved by a special resolution.
Part 4 ADMINISTRATIVE ARRANGEMENTS
47. Means of Communication to be Used
47.1 Subject to these Articles, anything sent or supplied by or to the Company under these Articles may be sent or supplied in any way in which the Act provides for documents or information which are authorised or required by any provision of the Act to be sent or supplied by or to the Company.
47.2 The applicable address shall be the Member's registered address as it appears in the Company's register of members or such address as may be provided to the Company by the Member using electronic communications.
47.3 Subject to these Articles, any notice or document to be sent or supplied to a member of the Board in connection with the taking of decisions by the Board 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.
47.4 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 a specified time of their being sent, and for the specified time to be less than 48 hours.
47.5 Any Member described in the register of members by an address not within the United Kingdom, which shall from time to time give the Company an address within the United Kingdom at which notices may be served upon it or an address to which notices may be sent using electronic communications, shall be entitled to have notices served upon it at such address, or such address to which notices may be sent using electronic communications, but, save as aforesaid and as provided by the Act, only those Members who are described in the register of members by an address within the United Kingdom or in respect of whom the Company has received an address to which notices may be sent using electronic communications shall be entitled to receive notices from the Company.
47.6 Any notice, document or other information shall be deemed served on or delivered to the intended recipient:
47.6.1 if properly addressed and sent by prepaid United Kingdom first class post to an address in the United Kingdom, 24 hours after it was posted;
47.6.2 if properly addressed and delivered by hand, when it was given or left at the appropriate address;
47.6.3 if properly addressed and sent or supplied by electronic means, one hour after the document or information was sent or supplied; and
47.6.4 if sent or supplied by means of a website, when the material is first made available on the website or (if later) when the recipient receives (or is deemed to have received) notice of the fact that the material is available on the website.
For the purposes of this Article, no account shall be taken of any part of a day that is not a Business Day.
48.1 At least once in every financial year the accounts of the Company shall be examined and the accuracy of the profit and loss account and balance sheet reviewed by the Auditors.
48.2 The Auditors shall be appointed and their remuneration fixed at the annual general meeting.
49. No right to Inspect Accounts and Other Records
49.1 Subject to Article 50.2 and except as provided by law or authorised by the Board or an ordinary resolution of the Company, no person is entitled to inspect any of the Company's accounting or other records or documents merely by virtue of being a Member.
49.2 A copy of the annual accounts of the Company (audited in accordance with Article 49.1) shall be published on the Company's website.
DIRECTORS' INDEMNITY AND INSURANCE, DISSOLUTION AND DEFINITIONS
50. Indemnity and Insurance
50.1 Subject to Article 51.2, but without prejudice to any indemnity to which a relevant officer is otherwise entitled:
50.1.1 each relevant officer shall be indemnified out of the Company's assets against all costs, charges, losses, expenses and liabilities incurred by him as a relevant officer:
(a) in the actual or purported execution and/or discharge of his duties, or in relation to them; and
(b) in relation to the Company's (or any associated company's) activities as trustee of an occupational pension scheme (as defined in section 235(6) of the Act),
including (in each case) any liability incurred by him in defending any civil or criminal proceedings, in which judgment is given in his favour or in which he is acquitted or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part or in connection with any application in which the court grants him, in his capacity as a relevant officer, relief from liability for negligence, default, breach of duty or breach of trust in relation to the Company's (or any associated company's) affairs; and
50.1.2 the Company may provide any relevant officer with funds to meet expenditure incurred or to be incurred by him in connection with any proceedings or application referred to in Article 51.1.1 and otherwise may take any action to enable any such relevant officer to avoid incurring such expenditure.
50.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Act or by any other provision of law and any such indemnity is limited accordingly.
50.3 The directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant officer in respect of any relevant loss.
50.4 In this Article:
50.4.1 companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
50.4.2 a relevant loss means any loss or liability which has been or may be incurred by a relevant officer in connection with that relevant officer'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
50.4.3 a relevant officer means any director or other officer or former director or other officer of the Company.
If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed among the Members but shall be given or transferred to some other institution or institutions having objects similar to the Objects, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under Article 3, such institution or institutions to be determined by a simple majority of the Members at or before the time of dissolution and in so far as effect cannot be given to such provisions then such property shall be disposed of at the discretion of the Board for some other philanthropic or charitable purpose or purposes.
52.1 In these Articles, unless the context otherwise requires:
Act means the Companies Act 2006;
annual general meeting means an annual general meeting of the Company;
Articles means these articles of association, as may be amended from time to time;
Audit Committee means the audit committee established by the Board from time to time in accordance with Article 7;
Auditors means the auditors for the time being of the Company;
bankruptcy includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
Board means the board of directors of the Company from time to time, the members of which are the directors of the Company for the purposes of the Act;
Business Day means any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are generally open for business;
chairman of the meeting has the meaning given in Article 13.2 (in respect of a Board meeting) or Article 37.2 (in respect of a general meeting);
clear days means a period of days exclusive of the day on which the notice is served and of the day for which it is given;
committee means any committee established by the Board from time to time in accordance with Article 7;
Company Secretary means such person as the Board appoints as the secretary of the Company from time to time in accordance with Article 26;
Conflict means a situation in which a director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Company;
director means a director of the Company, and includes any person occupying the position of director, by whatever name called;
document includes, unless otherwise specified, any document sent or supplied in electronic form (including email);
electronic form has the meaning given in Section 1168 of the Act;
Eligible Director means a director who would be entitled to vote on the matter at a meeting of directors (but excluding in relation to the authorisation of a Conflict pursuant to Article 15, any director whose vote is not to be counted in respect of the particular matter);
general meeting means a general meeting of the Company;
hard copy form has the meaning given in Section 1168 of the Act;
Home Country NGBs means the member or members of the Company who represent a constituent nation of Great Britain & Northern Ireland from time to time and at the date of adoption of these articles the members representing the relevant Nations are:
(a) the nations of England & Wales which are represented by Skateboard England (a company limited by guarantee with Company No. 09861477 whose registered office is is at Unit 6 Acorn Business Park, Woodseats Close, Sheffield, S8 0TB) as at the date of adoption of these articles;
(b) the nation of Scotland which is represented by Skateboard Scotland (an unincorporated association of members whose office is at 52 Silverknowles Road East, Edinburgh, EH4 5NY) as at the date of adoption of these articles; and
(c) the nation of Northern Ireland which is represented by Skateboard:NI C.I.C. (a company limited by guarantee without share capital, Community Interest Company Company No. NI633800 whose registered office is at 71 Old Mill Park, Dundonald, Belfast, Antrim, BT16 1WF) as at the date of adoption of these articles;
Independent Directors means the independent non-executive directors appointed by the Board from time to time in accordance with Article 23, with 'independent' having the meaning given to it in the document 'A Code for Sports Governance', as published by UK Sport and Sport England from time to time;
Skateboard means the sport of skateboarding
Member Directors has the meaning given in Article 22.1;
Members means the members admitted from time to time to membership of the Company in accordance with Article 28 and any applicable Regulations who, under these Articles, are entitled to receive notice of, attend and vote at general meetings and who are together the members of the Company for the purposes of the Act;
Nominations Committee means the nominations committee established by the Board from time to time in accordance with Article 7;
ordinary resolution has the meaning given in Section 282 of the Act;
participate in relation to a directors' meeting, has the meaning given in Article 11;
proxy notice has the meaning given in Article 43.1;
Registered Office means the registered office of the Company from time to time;
Regulations means the regulations of the Company made by the Board in accordance with Article 17.1, as amended from time to time;
Senior Independent Director means the Independent Director appointed by the Board from time to time as the Senior Independent Director in accordance with Article 24.3;
special resolution has the meaning given in Section 283 of the Act;
United Kingdom means Great Britain and Northern Ireland;
writing means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form (including by email) or otherwise.
52.2 Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Act.
52.3 Words importing the singular number shall include the plural number and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations, unincorporated associations and partnerships.
52.4 For the purposes of Section 20 of the Act, the relevant model articles shall be deemed to have been excluded fully and replaced with the provisions of these Articles.