(adopted by Special Resolution passed on 2016)
  1. Interpretation
  2. In these Articles, unless the context otherwise requires, the following definitions shall apply:

Act / the Companies Act 2006.
Articles / the articles of association of the Club for the time being in force.
Board / the board of directors of the Club from time to time.
Business Day / any day (other than a Saturday, Sunday or public holiday in the United Kingdom) on which clearing banks in the City of London are open for business.
Clear Days / in relation to a period of notice, that 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.
Club / Annfield Plain Cricket Club Limited, a company limited by guarantee registered in England and Wales with company number 04340302.
Conflict of Interest / 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 Club.
Eligible Director / 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).
ParticipatingNon-Playing Member / a participatingnon-playing member of the Club aged 18 years or older at all times during the relevant membership year who is up to date in their payment to the Club of the required Subscription Fees forparticipatingnon-playing members of the Club.
Honorary Life Member / any person who is elected by the Board or the Voting Members to be an honorary life member of the Club.
Junior Playing Member / a member of the Club who is or was under the age of 18 at any time during the relevant membership year and who is up to date in their payment to the Club of the required Subscription Fees for junior players of the Club.
Member / a member of the Club from time to time.
Model Articles / 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 and reference to a numbered "Model Article" is a reference to that article of the Model Articles.
Rules / the rules relating to the Club’s administration established by the directors in accordance with Article 40.
Senior Playing Member / a member of the Club aged 18 years or older at all times during the relevant membership year who is up to date in their payment to the Club of the required Subscription Fees for senior players of the Club.
Subscription Fees / the relevant amount payable by a person to the Club from time to time for that person to become a Member of the Club, as such subscription fees are determined by the Board from time to time for each class of Members.
Voting Members / means all Senior Playing Members, Participating Non-Playing Members and Honorary Life Members.

1.2Save as otherwise specifically provided in these Articles, words and expressions which have particular meanings in the Model Articles shall have the same meanings in these Articles, subject to which and unless the context otherwise requires, words and expressions which have particular meanings in the Act shall have the same meanings in these Articles.

1.3Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

1.4A reference in these Articles to an "article" is a reference to the relevant article of these Articles unless expressly provided otherwise.

1.5Unless 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:

1.5.1any subordinate legislation from time to time made under it; and

1.5.2any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

1.6Any phrase introduced by the terms "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.7The Model Articles shall apply to the Club, except in so far as they are modified or excluded by these Articles. Should these Articles and the Model Articles conflict on any point, the terms of these Articles shall prevail.

1.8Model Articles 2, 8, 9(1) and (3), 11(2) and (3), 13, 14(1), (2), (3) and (4), 17(2), 22(2), (3), 30(2), 35, 38 and 39 shall not apply to the Club.

1.9Model Article 7 shall be amended by:

1.9.1the insertion of the words "for the time being" at the end of article 7(2)(a); and

1.9.2the insertion in article 7(2) of the words "(for so long as he remains the sole director)" after the words "and the director may".

1.10Model Article 20 shall be amended by the insertion of the words "(including alternate directors)" before the words "properly incur".

  1. Name

The name of the Club is “Annfield Plain Cricket Club Limited”.

  1. Objects

The objects of the Club (Objects)are:

3.1to foster and promote the sport of amateur cricket at all levels within the community and within the sport, providing opportunities for recreation, coaching and competition;

3.2to provide and manage facilities for the playing of and participation in the sport of cricket and other social activities for the benefit of the Members; and

3.3to encourage all Members to participate fully in the activities of the Club.

  1. Powers
  2. In pursuance of the Objects, the Club has the power to:
  3. buy, lease or otherwise acquire and deal with any property real or personal and any rights or privileges of any kind over or in respect of any property real or personal and to improve, manage, develop, construct, repair, sell, lease, mortgage, charge, surrender or dispose of or otherwise deal with all or any part of such property and any and all rights of the Club;
  4. borrow and raise money in such manner as the directors shall think fit and secure the repayment of any money borrowed, raised or owing by mortgage, charge, lien or other security on the Club's property and assets;
  5. invest and deal with the funds of the Club not immediately required for its operations in or upon such investments, securities or property as may be thought fit;
  6. subscribe for, take, buy or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority in any part of the world;
  7. lend and advance money or give credit on such terms as may seem expedient and with or without security to customers and others, to enter into guarantees, contracts of indemnity and suretyships of all kinds to receive money on deposit or loan upon such terms as the Club may approve and to secure or guarantee the payment of any sums of money or the performance of any obligation by any company, firm or person including any holding company or subsidiary;
  8. lobby, advertise, publish, educate, examine, research and survey in respect of all matters of law, regulation, economics, accounting, governance, politics and/or other issues and to hold meetings, events and other procedures and co-operate with or assist any other body or organisation in each case in such way or by such means as may, in the opinion of the directors, affect or advance the Objects in any way;
  9. pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Club and to contract with any person, firm or company to pay the same;
  10. enter into contracts to provide services to or on behalf of other bodies;
  11. open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments;
  12. to incorporate and provide funding to wholly-owned subsidiary companies provided that when doing so the Board has a reasonable belief that by doing so the assets of the Club are likely to be enhanced as a result; and
  13. do all such other lawful things as are incidental or conducive to the pursuit or to the attainment of the Objects.
  14. Limitation of Members’ Liability
  15. The liability of each Member is limited.
  16. Each Member undertakes to contribute such sum (not exceeding £1 per Member) to the assets of the Club in the event of the Club being wound up during the time that he or she is a Member or within one year after he or she ceases to be a Member for:
  17. payment of the Club's debts and liabilities contracted before he or she ceases to be a Member;
  18. payment of the costs, charges and expenses of the winding up; and
  19. adjustment of the rights of the contributories among themselves.
  20. NOt For Profit
  21. The Club is not established or conducted for private gain and no surplus income or profits will be distributed by way of dividend or otherwise to the Members.
  22. The income and property of the Club shall be applied solely towards the promotion of the Objects and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the Members or third parties other than other registered community amateur sports clubs or charitiesand no director of the Club shall be appointed to any office of the Club paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Club provided that nothing in these Articles shall prevent any payment in good faith by the Club of:
  23. the usual professional charges for business done by any director who is a solicitor, accountant or other person engaged in a profession or by any partner of his or her when instructed by the Club to act in a professional capacity on the Club’s behalf provided that at no time shall a majority of the Board benefit under this provision and any such director shall withdraw from that part of any meeting of the Board at which his or her appointment or remuneration or that of his or her partner is under discussion;
  24. reasonable and proper remuneration for any services rendered to the Club by any Member, officer or employee of the Club who is not a director;
  25. reasonable and proper out-of-pocket expenses incurred in the exercise by directors or committee members of the powers and the discharge of their responsibilities in relation to the Club;
  26. interest on money lent by a Member at a commercial rate of interest;
  27. reasonable and proper rent for premises demised or let by any Member; or
  28. of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the directors (or any of them) in relation to the Club.
  29. Dissolution

If upon the winding up or dissolution of the Club there remains, after the satisfaction of all debts and liabilities, any residual assets, the same shall not be paid or distributed to among the Members but shall be given or transferred to an asset-locked body having similar objects to the Company’s objects which is either:

7.1a registered community amateur sports club;

7.2a charity;or

7.3a governing body for cricket for use by such governing body in community related sports

(each a Qualifying Organisation), such Qualifying Organisation to be determined by special resolution of the Members proposed and passed at a duly convened general meeting of the Club.

  1. Appointment of Directors
  2. The number of directors shall be not less than twoandshall not be subject to any maximum number.
  3. Any Voting Member who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:
  4. by ordinary resolution; or
  5. by a decision of the directors.
  6. In any case where, as a result of death, the Club has no Members and no directors, the personal representatives of the last Member to have died have the right, by notice in writing, to appoint a person to be a Member.
  7. For the purposes of article 8.3, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
  8. In circumstances in which a director is appointed by a decision of the directors the members of the Club shall be asked to ratify the appointment at either the next general meeting of the Club or at the next annual general meeting of the Club. Should the members not ratify the appointment, that director shall immediately cease to be a director of the Club.
  9. Termination of Director’s appointment

A person ceases to be a director as soon as:

9.1that person ceases to be a director by virtue of any provision of the Act, or is prohibited from being a director by law;

9.2a bankruptcy order is made against that person, or an order is made against that person in individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;

9.3a composition is made with that person’s creditors generally in satisfaction of that person’s debts;

9.4notification is received by the Club from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms (but only if at least twodirectors will remain in office when such resignation has taken effect);

9.5the director fails to attend three consecutive meetings of the Board and the Board resolves that the director be removed for this reason;

9.6at a general meeting of the Club, a resolution is passed that the director be removed from office, provided the meeting has invited the views of the director concerned and considered the matter in the light of such views;

9.7the director ceases to be a Voting Member and the Board resolves that the director be removed for this reason; or

9.8at a general meeting of the Club, a resolution to ratify the appointment of a director in accordance with article 8.5 is defeated.

  1. Retirement by rotation
  2. Subject to article 10.6, at one general meeting per calendar year only (whether the annual general meeting or otherwise) (a Rotation Meeting) one-third of the elected directors or, if their number is not three or a multiple of three, then the nearest number to one-third shall retire from office. A retiring Director shall retain his or her office until the dissolution or adjournment of the Rotation Meeting at which they retire.
  3. The directors to retire in every year shall be those who have been longest in office since their last election or appointment but as between persons who became directors on the same day those to retire shall (unless otherwise agreed amongst themselves) be determined by lot. Retiring directors shall be eligible for re-election.
  4. The Club may at a Rotation Meeting fill the vacated office of each retiring director by electing a person thereto and, in default, the retiring director shall, if offering himself or herself for re-election, be deemed to have been re-elected unless at such Rotation Meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director shall have been put to the meeting and lost.
  5. No person other than a director retiring at the meeting shall be eligible for election as a director at any Rotation Meeting unless not less than one week before the said meeting his or her name and nomination shall have been given to the Board by notice in writing left at the registered office of the Club and signed by five Members and there shall also have been left at the registered office notice in writing signed by such person of his or her willingness to be elected as a director and (if not already a Member) to become a full Member and his or her nomination complies with the requirements laid down by these Articles.
  6. The Club may from time to time in general meeting increase or reduce the number of directors and make the appointments necessary toaction any such increase and determine in what rotation the increased or reduced number is to go out of office.
  7. No director in office on the date of adoption of these Articles shallbe required to retire until the third year after the date of adoption of these Articles unless the Board decide to call a Rotation Meeting prior to such third year.
  8. Calling a BOARD Meeting
  9. Any director may call a directors' meeting by giving not less than 5 Business Days’ notice of the meeting (or such lesser notice as all the directors may agree) to each director or by authorising the company secretary (if any) to give such notice.
  10. Every notice calling a meeting of the Board must specify:
  11. the place, day and time of the meeting; and
  12. 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.
  13. Notice of meetings of the Board may be sent by email to an email address provided by each director for the purpose.
  14. Quorum for Directors' Meetings
  15. Subject to Article 12.2, the quorum for the transaction of business at a meeting of directors is any two Eligible Directors.
  16. For the purposes of any meeting (or part of a meeting) held pursuant to article 15 to authorise a Conflict of Interest, if there is only one Eligible Director in office other than the director with the Conflict of Interest, the quorum for such meeting (or part of a meeting) shall be one Eligible Director.
  17. If the total number of directors in office for the time being is less than the quorum required, the directors must not take any decision other than a decision:
  18. to appoint further directors; or
  19. to call a general meeting so as to enable the Members to appoint further directors.
  20. Decision making by Directors
  21. Any decision of the Board must be either a majority decision at a meeting or a decision taken in accordance with article 14.
  22. If the numbers of votes for and against a proposal at a meeting of directors are equal, the chairperson or other director chairing the meeting shall not have a casting vote.
  23. Unanimous Decisions
  24. A decision of the directors 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.
  25. 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.
  26. 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.
  27. Participation in Meetings of the Board
  28. Subject to the Articles, directors participate in a meeting of the Board, or part of a meeting of the Board, when:
  29. the meeting has been called and takes place in accordance with the Articles; and
  30. they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
  31. 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.
  32. If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
  33. Directors' Conflicts of Interest
  34. Whenever a director finds himself or herself in a situation that is reasonably likely to give rise to a Conflict of Interest, he or she must declare his or her interest to the Board unless, or except to the extent that, the other directors are or ought reasonably to be aware of it already.
  35. If any question arises as to whether a director has a Conflict of Interest, the question shall be decided by a majority decision of the other directors.
  36. Whenever a matter is to be discussed at a meeting or decided in accordance with article14 and a director has a Conflict of Interest in respect of that matter then, subject to article17, he or she must:
  37. remain only for such part of the meeting as in the view of the other directors is necessary to inform the debate;
  38. not be counted in the quorum for that part of the meeting; and
  39. withdraw during the vote and have no vote on the matter.
  40. When a director has a Conflict of Interest which he or she has declared to the Board, he or she shall not be in breach of his or her duties to the Club by withholding confidential information from the Club if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her.
  41. Directors’ powers to authorise a conflict of interest
  42. The directors have power to authorise a director to be in a position of Conflict of Interest provided:
  43. in relation to the decision to authorise a Conflict of Interest, the conflicted director must comply with article16.3;
  44. in authorising a Conflict of Interest, the Board can decide the manner in which the Conflict of Interest may be dealt with and, for the avoidance of doubt, they can decide that the director with a Conflict of Interest can participate in a vote on the matter and can be counted in the quorum;
  45. the decision to authorise a Conflict of Interest can impose such terms as the Board thinks fit and is subject always to the Board’s right to vary or terminate the authorisation; and
  46. If a matter, or office, employment or position, has been authorised by the Board in accordance with article 17.1 then, even if he or she has been authorised to remain at the meeting by the other directors, the director may absent himself or herself from meetings of the Board at which anything relating to that matter, or that office, employment or position, will or may be discussed.
  47. A director shall not be accountable to the Club for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Board in accordance with article 17.1 (subject to any limits or conditions to which such approval was subject).
  48. Register of Directors’ Interests

The directors shall cause a register of directors’ interests to be kept. A director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Club or in any transaction or arrangement entered into by the Club which has not previously been declared.