(numbered paragraphs) are accurate That the club’s supporting statements, policies and forms are consistent with the articles that you are creating The opinion of an appropriately qualified legal professional with specialist knowledge of volunteer-run, organisations. BGA Club Policies Guidance Pack A large number of useful documents are available from the ‘Club Management’ section of the BGA website under ‘Sample Club Documents’. Other useful publications There is little information available for not-for-profit organisations that are not charities. However, the principles are similar, although the requirements and reporting compliance are more rigorous for charities than for companies. For this reason you may find yourself having to pick and filter your way through some publications. Please do contact the BGA Development Officer with general queries in the first instance BGA ‘Club Management Training Resource Pack’ available from Club Management section of BGA website Charity Commission guidance documents – included because it is written for people who are not experts. CC22 and CC3 Wales Council for Voluntary Action Directory of Social Change Casual vacancies PART 3 MEMBERS BECOMING AND CEASING TO BE A MEMBER Types of membership Applications for membership Conditions of membership Termination of membership ORGANISATION OF GENERAL MEETINGS Notice and calling general meetings Annual general meetings Attendance and speaking at general meetings Quorum for general meetings Chairing general meetings Attendance and speaking by directors and non-members Adjournment VOTING AT GENERAL MEETINGS Voting: general Errors and disputes Poll votes Content of proxy notices Delivery of proxy notices Amendments to resolutions Written resolution PART 4 ADMINISTRATIVE ARRANGEMENTS Accounts Means of communication to be used [Company seals] No right to inspect accounts and other records [Provision for employees on cessation of business] Property and funds Disability discrimination and child protection DIRECTORS’ INDEMNITY AND INSURANCE Indemnity Insurance Rules and Regulations Disputes Dissolution [Interpretation: priority] PART 1 INTERPRETATION AND LIMITATION OF LIABILITY profit
Article 1 The articles include reference to a company secretary. Having a company secretary is no longer a legal requirement. Where there is none, any director can perform the role. Nevertheless, the references to the company secretary should remain even if the company wishes to operate without one. Apart from the definition of ‘secretary’ and ‘officers’ in this interpretation article, there are also references to the secretary in Articles 20.3; 22.2; 29; 31.1; 37.2; 37.3; and 38.2: and to the company secretary in Articles 12.3; 29.3; 30; and 53.3. Defined terms In the articles, unless the context requires otherwise: “articles” means the company’s articles of association; “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; “chairman” has the meaning given in article 26; “chairman of the meeting” has the meaning given in article 41; “clear days” in relation to the period of notice means a period excluding: the day when the notice is given or deemed to be given; and the day for which it is given or on which it is to take effect; “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to 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; “electronic form” has the meaning given in section 1168 of the Companies Act 2006; “member” has the meaning given in section 112 of the Companies Act 2006; “officers” includes the directors and the secretary (if any); “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006; “participate” in relation to a directors’ meeting, has the meaning given in article 13; “proxy notice” has the meaning given in article 47; “Rules and Regulations” from time to time adopted by the company and its members in accordance with these Articles “secretary” means any person appointed to perform the duties of the secretary of the company “special resolution” has the meaning given in section 283 of the Companies Act 2006; “subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
powers under article 4 to ensure that the directors have explicit powers to take responsibility for carrying out these actions; i.e. can they close bank accounts and realise assets? Article 62.3 (a) and (b) The directors need to refer to Article 3 before making an appropriate decision about how best to dispose of any remaining assets. is a registered charity and/or to the company’s governing body for use by them for related community sports. * Source docs: Model_articles_private_ltd_by_guarantee (Companies House) FARDM1-#1665014-v1-SAMPLE_ARTICLES_CCPR (Farrer & Co for S&RA for NGBs) CASC MODEL CLAUSES.DOC (BWB in relation to CASC Scheme, as approved by HMRC) CC Articles gd1textc (Charity Commission) HMRC CASC model clauses 2015