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In these articles:
1.1 “the Act” means the Companies Act 1985 including any statutory modification or the re-enactment of it for the time being in force;
1.2 “the Club” means The Caldy Golf Club Ltd;
1.3 “Secretary” means Secretary of the Club or any other person appointed to perform the duties of the Secretary of the Club, including a joint, assistant or deputy Secretary;
1.4 unless the context otherwise requires, words or expressions contained in these articles bear the same meaning as in the Act but excluding any statutory modification not in force when these articles become binding on the Club;
1.5 the masculine includes the feminine and, where appropriate, the singular the plural.
The Club is established for the purposes expressed in the Memorandum of Association.
3.1 The number of Members with which the Club proposes to be registered is 750 but the Directors may, whenever the business of the Club requires it, authorise an increase of members;
3.2 Every amateur golfer aged 18 and over is qualified to be elected a Member of the Club;
3.3 The following shall be members of the Club:
3.3.1 The members who are members of the Club at the date of adoption of these Articles.
3.3.2 The persons who hereafter become members of the Club in accordance with the Articles of the Club for the time being in force.
4 Proposal of Members
4.1 Except as provided in article 7.2 and 8 every candidate for membership of the Club must be proposed by one Member of the Club and seconded by another Member of the Club to both of whom the candidate must be personally known, and who are to be responsible for his eligibility.
4.2 The application for membership of every candidate must be in writing, signed by the candidate and his proposer and seconder, and must be in the form that the Directors from time to time prescribe.
5 Entrance Fees Subscriptions and Levies
5.1 The annual subscriptions and levies payable by members of the Club, Colt Members, Young Lady Members and Junior Associates (as hereinafter, defined) shall be such as the Club in general meeting shall by ordinary resolution from time to time prescribe, provided that the entrance fee payable by Members of the Club shall be such as the Directors may from time to time, or in any particular case, prescribe or think fit and provided further that Colt Members, Young Lady Members and Junior Associates may be exempted from payment of an entrance fee at the discretion of the Directors.
5.2 Members of the Club who prior to 1st January 2019 had been members for a continuous period of 25 years and who had attained 75 years prior to that date, shall pay a reduced subscription at the discounted monetary sum equivalent to the 25% level discount from the 2008 subscription, but shall pay any supplementary or additional subscription levy in full.
5.3 Members of the Club entitled to a reduction from their annual subscription prior to 1 January 2009 will continue to receive a discount of the monetary sum equivalent to the level of discount from their 2008 subscription.
5.4 The annual subscription payable by Five Day Members (as hereinafter defined) shall be such proportion of the full annual subscription as the Directors of the Club fix from time to time but shall pay any supplementary or additional subscription or levy in full.
5.5 House members (as hereinafter defined), shall pay such entrance fees if any and subscriptions annual or otherwise and levies as the Directors may from time to time, or in any particular case, prescribe or think fit.
5.6 Life Members (as hereinafter defined) shall not, unless in the opinion of the Directors there are special circumstances, be required to pay any annual or other subscriptions to the Club.
5.7 All annual subscriptions shall become due and payable in advance on the 1st day of January in every year but any member may at his option elect to pay his annual subscription in ten equal instalments on the 1st days of the months of January through to October in each year provided that if any instalment is not received by the Club on the due date the whole or the balance then due of the annual subscription shall become immediately due and payable within 7 days. In the event of a member exercising such an option his annual subscription shall increase by 5.5% or such other percentage as the Directors shall specify and such increase will become due and payable on the 1st day of January in the relevant year.
5.8 Members so elected in any year shall pay a proportion of the subscription based on the number of months remaining to the 31st December (15 days and more to count as one month) and the whole of such proportion shall be due and payable immediately upon notification of election.
6 Special Categories of Member
6.1 Life Members. On the recommendation of the Directors any person being a Member of the Club may at any general meeting of the Club be elected a Life Member of the Club without any special payment for such membership. A two-thirds majority of those present and voting shall be necessary for such election. Every Life Member shall be entitled to all the privileges (including the right to share in surplus assets on a winding up) and be subject to all the duties (save in respect of annual subscriptions) of a member of the Club during his life.
6.2 Colt Members and Young Lady Members
6.2.1 A person who has attained 18 years of age may be elected a Colt or Young Lady Member at any time before attaining the upper age limit, as determined by the Directors, and shall continue to be a Colt Member or Young lady Member until the person resigns or is expelled or until the end of the calendar year in which the person attains the upper age limit.
6.2.2 The nomination and election of Colt Members and Young Lady Members shall be conducted in the same manner as is provided by the Articles for the election of Members of the club.
6.2.3 Colt Members and Young Lady Members shall be subject to the same obligations (and the provisions for cessation of membership shall apply) except so far as is otherwise indicated by the Articles and the Byelaws made by the Directors.
6.3 Paid-up Members.
Any person being a Member of the Club may at the discretion of the directors be elected a Paid-up Member of the Club on such terms as regards age, cost and total number of Paid-up members as the Club in general meeting shall by ordinary resolution from time to time prescribe and thereafter such Paid-up Members shall be released from the obligation to pay any annual subscriptions (other than supplementary subscriptions and levies) for the remainder of their lives.
6.4 Restricted (Five day) Members
Any person being a Member of the Club may at the discretion of the Directors be elected a Restricted Member of the Club and such Restricted Member shall not be allowed to use the golf course on any Saturday, Sunday or Bank Holiday.
7 Country, House and Overseas members
7.1 Members of the Club, not residing and not having a business within a vehicle travelling time of 90 minutes as measured by authorised web-based measurement and subject to such Bye Laws as may from time to time be in force, may at the discretion of the Directors transfer to Country Membership on payment of a reduced subscription to be decided by the Directors from time to time and thereupon have no voting rights.
7.2 The Directors of the Club may, upon such terms and subject to such regulations as they may from time to time deem advisable, permit persons who shall be entitled to use the clubhouse in the same manner as any Member of the Club but who shall not be entitled to use the golf course and grounds of the Club for the playing of golf (hereinafter defined as House members)
7.3 Country members and House members have no voting rights.
7.4 The Directors of the Club may, upon such terms and subject to such regulations as they may from time to time deem advisable, admit persons who shall be ordinarily resident outside the United Kingdom as Overseas Members. Overseas Members have no voting rights.
7.5 The Directors of the Club may, upon such terms and subject to such regulations as they may from time to time deem advisable, admit to Country Membership persons who shall be neither ordinarily resident nor residing nor having a business within a vehicle travelling time of 90 minutes from the Club as measured by authorised web-based measurement. Such Country Members shall be at the discretion of the Directors, and shall pay such reduced subscription as the Directors shall from time to time decide, and shall be subject to such Bye Laws as may from time to time be in force, and shall have no voting rights
8 Junior and Student Associates
8.1 The Directors of the Club shall have power to admit as Junior or Student Associates of the Club persons under the age of 18 years and persons in full-time education under the age of 25 years, and such Associate members may be permitted to use all or such part of the premises or the property of the Club as the Directors think fit for such period or at such time or times and on such terms and conditions as the Directors may at any time or from time to time decide.
8.2 Applicants for Junior and Student Associateship shall be proposed and seconded in accordance with Article 4. provided that applicants who are a child or brother or sister of a Member of the Club shall not be required to meet the requirements of Article 4.
8.3 The Directors shall have power to hold the proposer of any such person or the Member of the Club to whose family the Associate member is related responsible for his or her good conduct during his or her associateship.
8.4 Junior and Student Associates are not members of the Club.
8.5 Junior Associates shall on attaining the age of 18, and Student Associates shall on attaining the age of 25 or on ceasing to be in full time education (whichever shall be the sooner), cease to be entitled to use the premises and property of the Club as Associates but shall be eligible to be nominated for election as Colt Members or Young Lady Members .
9 Guests Visitors and non members
The Directors of the Club may permit guests, visitors and other non members to use in common with the Members of the Club and other authorised persons all or any part of the premises and property of the Club upon such terms and for such specified periods or occasions and subject to such Bye-laws as may from time to time be in force.
10 Election of Members
10.1 Every candidate for election to membership of the Club must be balloted for by the Directors of the Club and two black balls, if repeated in a confirmatory ballot at the same meeting, will exclude.
10.2 The name, address and description of every candidate and the names of his proposer and seconder must be sent to the Secretary in writing, and these particulars must be posted in a conspicuous place in the clubhouse 7 days at least before the ballot.
10.3 The ballot may take place not earlier than 10 days after the application of the candidate is received and not without the application being posted in the clubhouse.
10.4 When a candidate has been elected, the Secretary shall send to him at the address given upon his application form, a notification of such election and a request for payment of his entrance fee and first annual subscription, and upon sending of such request such entrance fee and first annual subscription shall be forthwith due and payable to the Club unless the Directors shall decide, in the particular case, to permit the entrance fee to be paid by instalments, in which case the liability for the first annual subscription shall arise on the said request for payment but the liabilities in respect of the entrance fee shall depend upon the instalment arrangement. When the candidate has paid the first annual subscription and the entrance fee (or such part thereof as shall have been arranged to be paid as the first instalment in the case of payment by instalments), he shall become a Member of the Club and his name shall be entered as such in the Club’s records. If such entrance fee or appropriate part thereof or the first annual subscription shall not be paid to the Club within one calendar month after notification has been given as aforesaid to the candidate of his election the Directors of the Club may at their discretion cancel such election.
11 Rights and Obligations of members
11.1 Subject to the express provisions of these Articles and to the Memorandum of Association, and to any Bye-laws made by the Directors of the Club as provided below for the time being in force, all members of the Club are obliged to observe the Bye-laws and are entitled at all times to use all the premises and property of the Club in common, and to be supplied, at such charges as the Directors from time to time determine, with whatever meals, refreshments and things are provided by the Club for the use of its members.
11.2 Subject to the provisions of these Articles every member is entitled to all the rights and subject to all the duties of a member of the Club provided that House, Country and Honorary members do not have the right to nominate or be elected as Officers or Directors of the Club.
12 Notice of resignation
12.1 Any member wishing to resign his membership of the Club must give notice in writing of his intention to do so, addressed to the Secretary and deposited at the registered office of the Club before 31 December in any year, failing which the member must pay the subscription for the next year.
12.2 Any member who has resigned from the Club, and subsequently wishes to rejoin, shall be subject to election as provided by these articles, but such re-elected member shall not be required to pay any entrance fee unless such fee has been raised since the date of his previous resignation, and in that case the difference only.
13 Non-payment of subscriptions
13.1 Any member whose subscription or levy for the year commencing 1st January is unpaid on 28 February for that year shall cease ipso facto to be a Member of the Club, and shall forfeit all right in and claim upon the Club and its property, but may be reinstated at the discretion of the Directors on payment of all arrears.
13.2 Any member whose due subscription is unpaid on 31st January in that year shall be excluded from taking part in recognised club golfing competitions held on or after that date until such time as such due subscription is paid.
13.3 Where the Directors have resolved in accordance with Article 5.7 that the subscription of any particular member may be paid by instalments, this Article applies to non-payment of any instalment, substituting 14 days after the due date of the instalment for 28 February.
14 Expulsion of members
14.1 If any member of the Club shall wilfully refuse or neglect to comply with the provisions of the Memorandum and Articles or Bye-laws of the Club, or shall be guilty of any conduct unworthy of a gentleman or lady, as the case may be, such member shall be liable to expulsion by a resolution of the Board of Directors. Provided that at least one week before the meeting of the Directors at which such resolution is passed he shall have notice thereof, and of the intended resolution for his expulsion, and he shall at such meeting, at which he shall have the right to be accompanied by another member, and before the passing of such resolution, have had an opportunity of giving, orally or in writing, any explanation or defence he may think fit.
14.2 If any member is convicted on indictment of any criminal offence or is adjudged a bankrupt, or makes any composition or arrangement with his creditors or, being engaged in any profession, is prohibited by the disciplinary body of that profession from continuing to practice that member ipso facto ceases to be a member of the Club but upon application being made by such member to the Directors stating the cause of such adjudication in bankruptcy making any composition or arrangement or prohibition as aforesaid, as the case may be, such member may be re-admitted and restored to his former rights by the Directors.
14.3 Any member expelled in accordance with these Articles, or otherwise ceasing to be a member of the Club, forfeits all rights or claim upon the Club or its property or funds or any return of fees paid and remains liable for any outstanding fees or charges from him at the date of expulsion or cessation.
15 Rights of members personal
The rights of a member as such are personal and not transferable and cease upon death.
16 Annual General Meeting
16.1 The Club must hold a General Meeting in each year as its Annual General Meeting in addition to any other meetings in that year, and must specify the meeting as the Annual General Meeting in the notices calling it.
16.2 Not more than 15 months may elapse between the date of one Annual General Meeting of the Club and that of the next.
16.3 The Annual General Meeting must be held at such time and place as the Directors appoint.
16.4 If the Annual General Meeting for any year shall not have been held before the 30th day of April in that year then it shall be held in the month next following and may be convened by any two Members in the same manner as nearly as possible as that in which meetings are to be convened by the Directors.
17 Extraordinary General Meetings
17.1 All General Meetings other than Annual General Meetings must be called Extraordinary General Meetings.
17.2 The Directors may, whenever they think fit, and must, on a requisition made in writing by at least 30 voting Members or Members representing not less than one-fifth of the total voting rights of all the members having at the date of deposit of the requisition a right to vote at general meetings, whichever is the lesser, convene an extraordinary general meeting.
17.3 Any requisition made by the Members must state the object of the meeting proposed to be called, and must be signed by those making the requisition and deposited at the registered office of the Club.
17.4 On receipt of the requisition the Directors must immediately proceed to convene an Extraordinary General Meeting.
18 Notice of General Meetings
18.1 An Annual General Meeting and a meeting called for the passing of a special resolution shall be called by twenty-one days notice in writing at the least and a meeting of the Club other than an Annual General Meeting or a meeting for the passing of a special resolution shall be called by fourteen days notice in writing at least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place the day and the hour of the meeting and in case of special business the general nature of that business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Club in general meeting to such persons as are under the Articles of the Club entitled to receive such notice from the Club.
18.2 All Members qualified to vote are entitled to receive notice but accidental omission to give notice of any meeting to or non-receipt of such notice by any Member does not invalidate the proceedings at that meeting.
19 Proceedings at General Meetings
19.1 All business shall be deemed special that is transacted at an Extraordinary General Meeting and also all that is transacted at an Annual General Meeting with the exception of the consideration of the accounts and balance sheets and the reports of the directors and Auditors the election of officers (as hereinafter defined) and of Directors in the place of those retiring, and the appointment of and the fixing of the remuneration of the Auditors. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Twenty voting Members present in person shall be a quorum.
19.2 Any motion or amendment brought forward by the Directors shall be considered as duly proposed and seconded.
19.3 In the case of a motion or resolution proposed by Members other than the Directors notice of motion duly proposed and seconded must be sent in writing to the Secretary at least forty days before the date of the meeting. Notice of any amendment to such notice duly proposed and seconded must be sent in writing to the Secretary at least twenty eight days prior to the date of the Such notice of motion and notice of amendment respectively shall be duly posted by the Secretary on the Notice Board in the Clubhouse.
19.4 If within half an hour from the time appointed for the meeting a quorum of twenty is not present, or, if during a meeting such a quorum ceases to be present
19.4.1 if the meeting was convened on the requisition of Members it must be dissolved;
19.4.2 in any other case the meeting stands adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine and, if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting, the voting members present may form a quorum.
The Board Chairman if present shall preside as Chairman at every general meeting of the Club. If the Board Chairman shall not be present within five minutes of the time fixed for the holding of the meeting the members present shall choose someone of their number to be chairman of that meeting but in case the Board Chairman shall later attend that meeting he shall be entitled to be and shall be chairman so long as he shall be at the meeting but without prejudice to the business which shall have been dealt with or concluded before the Board Chairman shall have taken the chair.
21.1 The Chairman may, with the consent of the meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place.
21.2 No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
21.3 When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of business to be transacted at an adjourned meeting.
22 Passing of resolutions
22.1 At any general meeting;
22.1.1 a declaration by the Chairman that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lost, or not carried by a particular majority, and
22.1.2 an entry to that effect in the book of proceedings of the Club are conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded by the Chairman or by at least three Members having the right to vote at the meeting or by a Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting.
22.2 If a poll is demanded in the above manner, it must be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
22.3 A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
23 Voting Rights
23.1 Every member of the Club may attend General Meetings of the Club but House members and Country members may not vote at such meetings.
23.2 No Member may vote at any meeting unless all the money then due from him to the Club has been paid.
23.3 Every Member of the Club entitled to vote has one vote and no more, except that, in case of equality of votes, the Chairman may have a second or casting vote.
24 Proxy voting
24.1 On a poll a vote may be given either personally or by proxy.
24.2 A proxy must be appointed in writing under the hand of the appointer
24.3 The instrument appointing a proxy must be deposited at the registered office of the Club not less than 48 hours before the time of holding the meeting at which the person named in such instrument proposes to vote.
24.4 An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-
The Caldy Golf Club Limited
in the county of
being a member of the above named Club, hereby appoint
of a Member of the said Club or failing him of a member of the said Club as my proxy to vote for me at the Annual or Extraordinary, as the case may be, General Meeting of the company to be held on the day of and at any adjournment thereof.
Signed this day of .
24.5 Where it is desired to afford Members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-
The Caldy Golf Club Limited
in the county of
being a Member of the above named Club, hereby appoint
of a Member of the said Club or failing him
of a Member of said Club as my proxy to vote for me at the Annual or Extraordinary, as the case may be, General Meeting of the company to be held on the day of and at any adjournment thereof.
Signed this day of
This form is to be used *in favour of/against the resolution
Unless otherwise instructed the proxy will vote as he thinks fit.
*Strike out whichever is not desired
24.6 The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
24.7 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Club at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is used.
There shall be a maximum of fourteen Directors of the Club elected as provided in these articles.
The Officers of the Club are the Captain and immediate Past Captain and the Lady Captain and the immediate Past Lady Captain who shall be Directors.
No Director of the Club shall be paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Club for discharging his duties as such but nothing contained in these articles shall be deemed to prohibit payment by the Club of any sum to the honorary treasurer or any honorary secretary for clerical or other assistance but subject to the provisions of Article 31.
28 Age limits
There is no age limit for Officers or Directors and accordingly Section 293(2)-(6) of the Act does not apply to the Club.
29 Retirement of Officers and Directors
29.1 At every Annual General Meeting of the Club, Directors who have served in office for a continuous period of four years, and the Officers must retire from office.
29.2 The Officers are eligible for re-election at the same or any other general meeting of the club.
29.3 No other retiring Director, subject however to the provisions of article 32, shall be eligible for re-election at the same meeting, but may be elected a director at any subsequent general meeting: Provided, nevertheless, that nothing herein contained shall be deemed to prevent a retiring director from being immediately elected an Officer of the Club.
30 Election of Directors
Subject as provided above, the election of Directors of the Club, other than the Officers, must take place in the following manner:
30.1 Any two voting Members of the Club of not less than two years standing may nominate any other voting member of not less than two years standing to serve as a Director of the Club, having received his assent.
30.2 The name of each Member so nominated, together with the names of his proposer and seconder, must be sent in writing signed by all three of them to the Secretary of the Club at least 14 days before the Annual General Meeting.
30.3 A list of candidates names in alphabetical order, with the proposer’s and seconder’s names, must be posted in a conspicuous place in the clubhouse of the Club for at least 7 days immediately preceding the Annual General Meeting.
30.4 Balloting lists must be prepared (if necessary) containing the names of the candidates only in alphabetical order.
30.5 Each Member present at the Annual General Meeting and qualified to vote may vote for any number of candidates not exceeding the number of vacancies.
30.6 If insufficient candidates are nominated, the Directors may elect a Member or Members to fill the remaining casual vacancy or vacancies.
30.7 If any candidate declines to serve after being elected, the candidate who has the next largest number of votes must be deemed to be elected.
30.8 If two or more candidates obtain an equal number of votes, the Directors must select by lot from such candidates the candidate or candidates who is or are to be elected.
31 Appointment of Secretary
31.1 The Secretary of the Club must be appointed by the Directors for such term, at such salary which shall not be related to the profit or financial performance of the Club and upon such conditions as they think fit.
31.2 The Directors may terminate the Secretary’s appointment and fill a vacancy in the office.
31.3 The Secretary of the Club must not be a Director of the Club.
32 Casual vacancies
32.1 All casual vacancies arising amongst the Directors or Officers of the Club may be filled by the Directors.
32.2 Any Director or any Officer appointed to fill a casual vacancy must retire at the following Annual General Meeting.
33 Removal of Directors
The office of Director is vacated if:
33.1 his membership of the Club is terminated in accordance with article 14;
33.2 he absents himself from meetings of the Directors for a continuous period of 4 calendar months without special leave of absence from the other directors; or
33.3 he gives the Directors one calendar month’s notice in writing that he resigns his office; or
33.4 he is removed by extraordinary resolution passed at a general meeting of the Club.
34.1 The Directors of the Club must ensure that proper books of account are kept in respect of:
34.1.1 all sums of money received and expended by the Club and the matters in respect of which the receipts and expenditure take place and
34.1.2 the assets and liabilities of the Club.
34.2 The income and property of the Club shall be applied solely towards the promotion of its objects as set forth in the Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to Members of the Club except as provided by Article 42.
34.3 The books of account must be kept at the registered office of the Club, or at such other place or places as the directors think fit, and must always be open to the inspection of the Directors.
34.4 The Directors must from time to time determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the Club, or any of them, are to be open to the inspection of Members of the Club who are not Directors.
34.5 No member who is not a Director has any right to inspect any account or book or document of the club except as conferred by statute or authorised by the Directors.
35 Presentation of accounts
35.1 Once at least in every year the directors must lay before the Club in general meeting an account of income and expenditure for the period since the preceding account.
35.2 A balance sheet must be made out in every year and laid before the Club in general meeting, made up to a date not more than six months before such meeting.
35.3 A copy of the balance sheet must be sent to, or made available to, the persons entitled to receive notices of general meetings in the manner in which notices are to be given under these articles 21 days prior to the meeting.
35.4 Every account and balance sheet must be accompanied by a report of the Directors and the account, report, and balance sheet must be signed by two Directors and countersigned by the Secretary.
36 Powers and duties of Directors
36.1 The Directors of the Club may exercise all powers that may be exercised by the Club and do anything that may be done by the Club, except where under these articles or any statute for the time being in force the power must be exercised or the thing be done by the Club in general meeting.
36.2 The Directors may act notwithstanding vacancies.
36.3 The Directors of the Club may issue debentures, debenture stock, bonds, or obligations of the Club at any time, in any form or manner, and for any amount, and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge of all or any of the property of the Club, whether present or future, or on bonds or debentures secured by trust deed or otherwise or not secured as they may think fit.
36.4 The Directors of the Club shall not without the sanction of a general meeting of the Club demise (except for grazing) exchange, sell, or otherwise dispose of all or any part of the lands or buildings of the club save in so far as the directors may deem it necessary or expedient or convenient for the purpose of article 36.3 hereof. Provided nevertheless that no mortgagee or other person advancing money to the Club shall be concerned to see that any money advanced by him is wanted for any purpose of the Club or that no more than is wanted is raised or borrowed.
36.5 The Directors shall cause Minutes to be made in a book or books provided for the purpose of the business dealt with at General Meetings and at meetings of the Directors or of any committees appointed by the Directors.
37 Proceedings of Directors
37.1 The Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings, as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of equality of votes the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors. It shall not be necessary to give notice of a meeting of Directors to any Director for the time being absent from the United Kingdom.
37.2 The quorum necessary for the transaction of the business of the Directors shall be five.
37.3 The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Club, but for no other purpose.
37.4 The Directors shall appoint as Chairman of the Board either the Director holding the office of Captain for the time being or Lady Captain for the time being. Appointment of the Chairman of the Board shall be by majority vote and in the event of equality of votes the retiring Chairman shall have a second or casting vote. If at any such meeting the Chairman of the Board is not present within five minutes after the time appointed for holding the same, the Directors may choose one of their number to be chairman of the meeting.
37.5 All acts done by any meeting of the Directors or of a committee of Directors, or any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director.
37.6 A resolution in writing, signed by all the Directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid and effectual as if it had been passed as a meeting of the directors duly convened and held.
38.1 The Directors may from time to time make, alter and repeal any byelaws they consider necessary or expedient or convenient for the proper conduct and management of the Club, and in particular, but not exclusively, they may by such byelaws:
38.1.1 regulate the terms and conditions upon which honorary guests, children of members of the Club and visitors may use the premises and the property of the Club.
38.1.2 fix the times of opening and closing the clubhouse, and the premises of the Club or any part of them and the permitted hours for the supply of intoxicating liquor;
38.1.3 promulgate the rules to be observed and the prizes or stakes to be played for by members of the club playing any games on the premises of the Club;
38.1.4 prohibit particular games on the premises of the Club entirely or at any particular time or times;
38.1.5 regulate the conduct of members of the Club in relation to one another and to the Club’s staff;
38.1.6 set aside the whole or any part or parts of the Club’s premises for members, or any other class or classes of members, at any particular time or times, or for any particular purpose or purposes;
38.1.7 impose fines for breach of any byelaw or any Article of Association of the Club and
38.1.8 regulate all matters that are commonly the subject of the Club rules.
38.2 The Directors must adopt whatever means they consider sufficient to bring all byelaws, alterations and repeals to the notice of the members of the Club
38.3 All byelaws, so long as they are in force, are binding on all members of the Club.
38.4 No byelaws may be inconsistent with, or affect or repeal anything contained in, the memorandum or Articles of Association of the Club, or be in breach of any statutory provision38.5 Any byelaw may be set aside by a special resolution of a general meeting of the Club.
The Directors of the Club may from time to time delegate any of their powers to such committee or committees consisting of one or more Director or Directors or member or members of the Club as they shall think fit to appoint and may recall or revoke any such delegation or appointment. Any such committee shall in the exercise of the powers so delegated conform to any regulation that may be prescribed by the Directors.
An auditor or auditors must be appointed and his or their duties regulated in accordance with the Act.
41.1 The Directors must provide for the safe custody of the common seal of the Club.
41.2 The seal of the Club must not be affixed to any instrument except by the authority of a resolution of the directors and in the presence of:
41.2.1 at least two Directors and
41.2.2 the Secretary or another person appointed by the Directors for the purpose.
41.3 The two Directors and the Secretary or the other person appointed must sign every instrument to which the seal of the Club is affixed in their presence.
If upon winding up or dissolution of the Club there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the liquidator may with the sanction of an extraordinary resolution of the Club and any other sanction required by the Act:
42.1 divide among the members in specie or in kind, the whole or any part of the assets of the Club or
42.2 give or transfer the whole or any part of such property of the Club to some other institution or institutions having objects similar to those of the Club.
43.1 A notice may be given by the Club to any member personally, by sending it by post in a prepaid envelope addressed to the member at his registered address or by posting it in a conspicuous place in the clubhouse.
43.2 Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been effected at the expiration of 24 hours after the envelope containing it was posted.
The headings in these articles do not form part of them or in any manner affect the interpretation or construction of them.
Dated this 29th day of November 2018
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