THE COMPANIES ACT 2006

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF HAMPSHIRE CRICKET BOARD LIMITED

Interpretation

  1. In these Articles:

“Address” means a postal address, or for the purposes of electronic communication, a fax number, an e-mail or postal address or a text message number in each case registered with the Company;

“Articles” means the Company’s articles of association;

“clear days” in relation to the period of a notice means a period excluding:

  • the day when the notice is given or deemed to have been given; and
  • the day for which it is given or on which it is to take effect;

“Company” means the company intended to be regulated by these Articles;

“Companies Acts” means the Companies Acts (as defined in section 2 Companies Act 2006) insofar as they apply to the Company;

“Directors” means of the Company;Executive Directors are the Cricket Development Director and the Company Secretary, by virtue of their paid office; Non-Executive Directors are unpaid, appointed at Annual General Meetings and subject to reappointment every three years. There shall also be a Director appointed by Hampshire Cricket Limited.

“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;

“Memorandum” means the Memorandum of Association of the Company;

“Model Articles” means the model articles for companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008;

“Officers” includes the Directors and the Secretary;

“Recreational Cricket” means all cricket played in the county of Hampshire but excludes professional cricket for which at the date of adoption of these Articles, Hampshire Cricket Limited has full responsibility;

“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant and deputy secretary;

“United Kingdom” means Great Britain and Northern Ireland; and

1.2Words importing one gender shall include all genders, and the singular includes the plural and vice versa.

1.3Unless the context otherwise requires words or expressions contained in these Articles have the same meaning as Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the Company.

1.4Apart from the exception mentioned in the above paragraph a reference to an Act of Parliament includes a statutory modification or re-enactment of it for the time being in force.

1.5The Model Articles shall apply to the Company except in so far as they are modified or excluded by these Articles.

1.6Articles 2, 3, 5, 6, 9(1), 11, 12, 14, 18, 19, 21, 22, 24, 25, 27, 28, 30, 31, 32, 34, 35, 37, 38 and 39 of the Model Articles shall not apply to the Company.

  1. Objects
  1. The Company’s objects (Objects) are to:

(a)be the local coordinating body for Recreational Cricket in Hampshire and in discharging this role to adapt and adopt local policies, interpret and apply where appropriate national directives and rules, regulations, policies and procedures of the England and Wales Cricket Board (ECB);

(b)be affiliated as a member of the recreational assembly (or any successor or replacement body) of the ECB and to exercise fulfil and exploit all rights and responsibilities arising therefrom in the interests of the playing and development of Recreational Cricket in Hampshire;

(c)actively encourage and promote the playing and development of the game of Recreational Cricket at all levels and age groups in Hampshire and in so doing to promote excellence in playing, coaching and the provision of playing facilities for Recreational Cricket in Hampshire;

(d)encourage the upholding of the traditions and standing of the game of cricket in accordance with both the laws of cricket and the “spirit of cricket”;

(e)represent the views of the Company and the interests of its members at both regional and national levels and with appropriate bodies, and provide effective channels of communication on behalf of those playing Recreational Cricket in Hampshire with those other levels and organisations;

(f)co-ordinate the activities of all cricketing bodies and other appropriate and related agencies within the County of Hampshire;

(g)determine policies for the development ofRecreational Cricket in Hampshire in accordance with national, regional and local priorities and available resources;

(h)prepare, approve, implement and periodically review and revise as appropriate a Development Plan for cricket in Hampshire in accordance with any national strategy for the development of the game;

(i)support and develop players in Hampshire to the best of their ability and where appropriate encourage selection and representation of Hampshire cricketers at district, county, regional and national levels;

(j)adopt, implement and support policies to ensure the welfare of young people and vulnerable adults playing Recreational Cricket throughout all cricket agencies in Hampshire.

3Powers

3.1The Company has power to do anything which is calculated to further the Objects set out in Article 2 above or is conducive or incidental to doing so. In particular the Company has power:-

(a) to draw make accept discount execute and issue promissory notes bills cheques and other instruments and to operate bank accounts in the name of the Company;

(b) to raise funds and to invite and receive contributions from any person or persons by way of grant, sponsorship, subscription, donation or otherwise;

(c) to buy, take on lease or licence or in exchange, hire or otherwise acquire any property and to construct alter or develop any buildings erections gardens or other landscaped areas which the Company may think necessary for the provision of its Objects and to equip any property for its use;

(d) to purchase hire make or provide and maintain all kinds of equipment which may be used by the Company in the furtherance of its Objects;

(e) to sell, lease or otherwise dispose of all or any part of the property belonging to the Company;

(f) to borrow money and to charge the whole or any part of the property, assets or undertaking of the Company as security for repayment of the money borrowed;

(g) to lend money and give credit to take security for such loans or credit from and to guarantee and become or give security for the performance of contracts and obligations by any person company or any unincorporated association;

(h) to set aside income as a reserve against future expenditure of the Company;

(i) to employ and remunerate such staff as are necessary for carrying out the work of the Company;

(j) to:

i.deposit or invest funds;

  1. employ a professional fund manager; and

iii.arrange for the investments or other property of the Company to be held in the name of a nominee;

(k) to provide indemnity insurance for the Directors or any other officer of the Company in relation to any such liability as is mentioned in Article 30;

(l) to pay out of the funds of the Company the costs of forming and registering the Company;

(m)to cooperate and collaborate with Hampshire Cricket Limited (or its successor body), other cricket boards, the ECB and any other sporting bodies voluntary bodies and statutory authorities and to exchange information and advice with them;

(n) to subscribe to become a member of or amalgamate with any other organisation institution society or body not formed or established for the purpose of profit (whether incorporated or not and whether or not in the United Kingdom) whose objects are wholly or in part similar to those of the Company and which by its constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Company under or by virtue of Article 33 hereof and to purchase or otherwise acquire and undertake all such part of the property assets liabilities and engagements as may lawfully be acquired or undertaken by the Company of any such organisation institution society or body;

(o) to apply for, register, purchase or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d’invention, licenses, secret processes, trade marks, designs, protections, concessions and generally intellectual property or rights and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire;

(p) subscribe for, take, purchase, 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 other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guarantees by any government or authority (supreme, municipal, local or otherwise) in any part of the world;

(q) to enter into any partnership or joint venture or to cooperate with any other company or person carrying on or engaged in any operation capable of being conducted so as to directly or indirectly benefit the Company.

4Application of Income and Property

4.1The income and property of the Company shall be applied solely for the promotion of the Objects.

4.2None of the income or property of the Company may be transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Company provided that nothing contained in this Article 4 shall prevent:-

(a) a member from receiving a benefit from the Company in the capacity of a beneficiary of the Company;

(b)payment in good faith of remuneration to any officer or servant of the Company or to any member of the Company or other person in return for any goods or services supplied to the Company;

(c) payment of interest at a reasonable commercial rate on money borrowed from a member of the Company;

(d) payment of a reasonable and proper rent for any premises let by a member of the Company.

  1. Members

5.1 The subscribers to the Memorandum and such other persons, clubs, leagues, associations, organisations or cricket agencies as are admitted to membership in accordance with these Articles and any rules made under Article 31 shall be the members of the Company.

5.2Membership shall be divided into Full Members and Associate Members. The Full Members shall be entitled to receive notice of, attend and vote at any general meeting of the Company. The Associate Members shall be entitled to receive notice of and attend any general meeting but shall have no right to vote at any such meeting.

5.3The Company may from time to time admit as Full Members the officers of the Company and those associations, clubs, leagues, organisations or cricket agencies who are located in the county of Hampshire and such other persons or organisations as the Directors may from time to time approve.

5.4The Company may from time to time admit as Associate Members those associations clubs leagues organisations or cricket agencies who participate in cricket in the county of Hampshire but are located outside of the county and such other persons or organisations as the Directors may from time to time approve.

5.5Subject to Articles 5.3 and 5.4 membership is open to clubs, leagues,organisations, cricket agenciesor individuals who:

(a) apply to the Company in the form required by the Directors; and

(b)are approved by the Directors.

5.6The Directors may only refuse an applicant for membership if, acting reasonably and properly, they consider it to be in the best interests of the Company to refuse the application.

5.7The Directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.

5.8The Directors must consider any written representations the applicant may make about the decision. The Directors’ decision following any written representations must be notified in writing but shall be final.

5.9Membership is not transferable to anyone else.

5.10The Directors must keep names and addresses of the members.

6. Classes of Membership

6.1 The Directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the register of members.

6.2 The Directors may not directly or indirectly alter the rights or obligations attached to a class of membership.

6.3 The rights and obligations attached to a class of membership may only be varied if:

(a) three-quarters of the members of that class consent in writing to the variation; or

(b) a special resolution is passed at a separate general meeting of the members of that class agreeing to the variation.

6.4 The provisions in these Articles about general meetings shall apply to any meeting relating to the variation of the rights of any class of members.

7. Termination of Membership

7.1Membership is terminated if:

(a)the member dies, or if it is an organisation, ceases to exist;

(b)the member resigns by written notice to the Company unless, after the resignation, there would be less than two members;

(c)any sum due to the Company is not paid within six months of it falling due;

(d)the member is removed from membership by a resolution of the Directors that it is in the best interests of the Company that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

i) the member has been given at least twenty one days’ notice in writing of the meeting of the Directors at which the resolution will be proposed and the reasons why it is to be proposed;

ii) the member, or at the option of the member, the member’s representative (who need not be a member of the Company) has been allowed to make representations at the meeting.

8. General Meetings

8.1The Company must hold its first annual general meeting within eighteen months of its incorporation.

8.2An annual general meeting must be held in each subsequent year and not more than fifteen months may lapse between successive annual general meetings.

8.3The Directors may call a general meeting at any time.

  1. Notice of General Meetings
  2. The minimum periods of notice required to hold a general meeting of the Company are:

(a)twenty-one clear days for an annual general meeting;

(b)fourteen clear days for all other general meetings.

9.2A general meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the meeting who together hold not less than 90 percent of the total voting rights.

9.3The notice must specify the date and time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the 2006 Act and Article 12of these Articles.

9.4The notice must be given to all members and to the Directors and auditors (if applicable).

9.5The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Company.

  1. Proceedings at General Meetings
  2. No business shall be transacted at any general meeting unless a quorum is present.
  3. A quorum issix members present in person or by proxy and entitled to vote upon the business to be conducted at the meeting.
  4. The authorised representative of a member organisation shall be counted in the quorum.
  5. The meeting shall be adjourned until such time and place as the Directors shall determine if:

(a)a quorum is not present within half an hour from the time appointed for the meeting;

(b)during a meeting a quorum ceases to be present.

10.5The Directors must reconvene the meeting and must give at least seven clear days’ notice of the reconvened meeting stating the date, time and place of the meeting.

10.6If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present in person or proxy at that time shall constitute the quorum for that meeting.

10.7General meetings shall be chaired by the person who has been appointed to chair meetings of the Directors.

10.8If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Director nominated by the Directors shall chair the meeting.

10.9If there is only one Director present and willing to act, he or she shall chair the meeting.

10.10If no Director is present and willing to chair the meeting within fifteen minutes after the appointed time for holding it, the members present in person or by proxy and entitled to vote must choose one of their number to chair the meeting.

10.11The members present in person or by proxy at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.

10.12The person who is chairing the meeting must decide the date time and place at which the meeting is to be reconvened unless those details are specified in the resolution.

10.13No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

10.14If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice, shall be given of the reconvened meeting stating the date time and place of the meeting.

  1. Voting Procedures
  2. Any vote at a meeting shall be decided by a show of hands unless before, or on the declaration of the result of the show of hands, a poll is demanded:

(a)by the person chairing the meeting; or

(b)by at least two members present in person or by proxy and having the right to vote at the meeting; or

(c)bya member or members present in person or by proxy representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting.

11.2 The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a poll is demanded.

11.3The result of the vote must be recorded in the minutes of the Company but the number or proportion of votes cast need not be recorded.

11.4A demand for a poll may be withdrawn before the poll is taken but only with the consent of the person who is chairing the meeting.

11.5If the demand for a poll is withdrawn the demand shall not invalidate the result of a show of hands declared before the demand was made.

11.6A poll must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the poll.