Existing Memorandum & Articles BTC Proposed Memorandum & Articles BTC

COMPANIES ACTS 1963 TO 1990

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

BALLINLOUGH TENNIS CLUB LIMITED

As amended at an Extraordinary General Meeting of the Company

held at Ballinlough Tennis Club

on February 27^th 2017

COMPANIES ACTS 1963 TO 1990

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

EMORANDUM OF ASSOCIATION

BALLINLOUGH TENNIS CLUB LIMITED

The name of the Company is: BALLINLOUGH TENNIS CLUB LIMITED
The main object for which the Company is established is:
To take over and assume all or any of the assets, rights and liabilities of Ballinlough Tennis Club as existing prior to the incorporation of the Club
To promote the game of tennis and do all such other things as re incidental or conducive to the attainment of the above object and also to encourage and provide facilitie4s for the playing and promotion of the game of tennis and in particular to provide operate manage and run tennis courts training facilities and club house facilities, to organiser and run tennis competitions and instruction and training courses in tennis and other related facilities of interest of its members, to provide facilities for members and their guests.
To acquire for any of the purposes aforesaid, by purchase, gift, and lease or otherwise any lands, buildings, tenements or other hereditaments and to sell, let, improve, develop or otherwise deal with any part of the property of the Company.
To exchange any land, buildings or real or personal property or to sell, lease, let dispose of or otherwise deal with any lands, buildings or other real or personal property of the Company.
To employ secretaries, managers and such administrative and technical staff as may be necessary to achieve the above objects.
To construct, alter, restore, repair, maintain, take down or remove buildings, erections, walls, fences, railings, gates or other structures on lands and property held by or under the care of Management (whether jointly with any other person or not) of the Company and generally to maintain, uphold, manage, improve and develop the property of the Company.
To borrow or raise or secure the payment of money in such manner as the Company shall think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise charged upon all or any of the company (both present and future) and to purchase, redeem or pay off any such securities.
To act in concert or make any arrangements with any Department of State, Corporation, County Council Conservancy, Fishery or other Board or other Local Authority or body Public or Private, now or hereafter constituted, or with any residents in the neighbourhood or property of the company with reference to any of the objects aforesaid.
To undertake the office of trustee, manager, secretary, registrar or any other office or situation of trust in furtherance of the Company’s object.
To do all such other lawful things as are incidental or conducive to the preservation and maintenance of the property of the Company or to the attainment of the objects hereinbefore described.
The liability of the members is limited.
Every member of the Company undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member, or within one year after he ceases to be a member for payment of debts and liabilities of the Company contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for the adjournment of the rights of the contributories among themselves such amount as may be required, not exceeding one euro and twenty seven cents.

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 of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the company and which shall prohibit the distribution of its or their income and property among its or other members to an extent at least as great as is imposed on the Company under or by virtue of the Memorandum of Association, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some charitable object.

COMPANIES ACTS 1963 TO 1986

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

BALLINLOUGH TENNIS CLUB

DEFINITIONS AND PRELIMINARY

In these articles, unless inconsistent with the subject or context, “The Act” means the Companies Act 1963 and every statutory modification, amendment or re-enactment thereof for the time being in force (including but without prejudice to the generality of the foregoing the Companies Amendment Acts 1977 to 1986).

“Club” means Ballinlough Tennis Club Limited;

“The General Committee” means the members of the General Committee for the time being as defined in Article 30 hereof or members of the Committee present at a meeting of the General Committee includes any person occupying the position of a Committee Member by whatever name called.

“The Board of Directors” means the members of the Board of Directors for the time being as defined in Article 53 hereof or members of the Board present at a meeting of the Board of Directors includes any person occupying the position of a Director by whatever name called.

“The Secretary” means any person appointed to perform the duties of the Secretary of the Club”;

“The Seal” means the common seal of the Club;

“The Office” means the registered office for the time being of the Club;

“In writing” and “written” includes typewriting, printing, lithography and all other modes of representing or reproducing words in visible form;

“Month” means the calendar month.

Words which have a special meaning assigned to them in the Act have the same meaning in these presents;

Words importing the singular include the plural and vice versa;

Words importing the masculine gender shall include the feminine gender and vice versa;

For the purpose of registration, the number of members is declared to be unlimited.
The subscribers to the Memorandum of Association, all members of Ballinlough Tennis Club at the date of incorporation of the Club and such other persons as the General Committee shall admit to membership shall be members of the Club.

There shall be nine classes of members namely Senior, Family, Junior, Student/Unemployed, Senior over-60, Senior Couple over-60, Honorary, Associate and Pavilion. The criteria for inclusion in any particular class shall be decided by the General Committee.

Every candidate for individual or family or country membership must be eighteen years of age or over and must be proposed and seconded by members of the club. Candidates for membership shall be considered at a meeting of the General Committee and shall be elected if approved by a simple majority of the members of the General Committee present and voting at the meeting.
The subscription and entrance fee where applicable of each newly elected individual member shall become due on his/her election and be payable within one month of demand, and if not so paid, the General Committee may at its discretion, cancel such election and thereupon such newly elected person shall cease to be a member.
The General Committee shall in every case have absolute discretion deciding whether any candidate for membership is suitable for election and whether such candidate shall or shall not be admitted to membership of the Club.

TEMPORARY MEMBERS

The General Committee shall from time to time make such regulations as it may see fit concerning the admission of temporary members and visitors. Temporary Members shall have not voting power and no right to propose or second candidates for membership or for office or any other privilege beyond the personal use of the club premises.

RESIGNATION, RETIREMENT AND EXCLUSION FROM MEMBERSHIP

Any member may retire, resign or withdraw from the club by giving notice in writing to the Secretary and on payment with such notice any subscription, levy or other payment due for the current year, which is unpaid at the date of such notice and any such member shall be deemed to have ceased to be a member from the date of the giving of such notice. In no case shall any member be entitled to the repayment of any subscription actually paid or whether paid for the current year of for any year or years in advance.
Any member may be expelled from membership of the Club by a resolution of the General Committee, passed by a majority of not less than two thirds of those present when voting at a meeting of which not less than 21 days notice specifying the intention to propose such resolution and the grounds therefore shall have been sent to the member concerned as well as to all the members of the General Committee at which the member concerned shall have been given the opportunity to be heard. If so expelled the General Committee shall have power to remove the said member’s name from the list of members of the club, and he/she shall thereupon cease to be a member of the Club.
Any member expelled under the provision of the foregoing Articles shall forthwith forfeit all the privileges of membership and shall continue to be liable for any subscription due to have been paid prior to the date of expulsion or for any other obligation incurred before that date.

10(a). A member who has been expelled from the club under the terms of Article 10 may appeal the decision of the General Committee to the Board of Directors. Such an appeal should be submitted to the Honorary Secretary of the Club within 14 days of the date of the meeting of the General Committee where the decision to expel the member was taken. This appeal should state clearly the grounds of the Appeal. The Board may request oral and/or written submissions from the Chairman of the General Committee and the Appellant. In any case the Board of Directors shall decide on the appeal within 30 days of receipt by the Honorary Secretary of the appeal. The decision of the board shall be final and binding on the member.

The rights of any Member shall not be transferrable and shall cease:

On the death of a Member:
On notice being given by the Member pursuant to Article 9 thereof:
If the Member shall fail to pay any subscription due from him on or

before the 30^th day of April in any year, whether the same shall have been demanded or not, but such Member may be re-admitted by the General Committee on such terms as it may think fit: Provided however that the General Committee may make such proviso with regard to the suspension of the subscriptions in the case of Members who are temporarily absent from the Club.

(d) On a Member being expelled by a resolution of the General Committee under Article 10 hereof. Subject to as hereinbefore provided, any person

who ceases to be a Member shall be liable to pay to the Club all monies, which at the time of such cessation, may be due from such member to the Club.

SUSPENSION OF MEMBERS

The General Committee shall have power at any time to suspend any member from admission to the premises of the Club and from the enjoyment of the facilities of the Club for a stated period whose conduct they consider injurious to the character and welfare of the club. The decision of the General Committee shall be communicated in writing to the said member at the postal address given in the member’s Membership Application or Renewal Form within 5 days of the meeting at which the decision to suspend him was taken.

13(a). A member who has been suspended from the club under the terms of Article 13 may appeal the decision of the General Committee to the Board of Directors. Such an appeal should be submitted to the Honorary Secretary of the Club within 14 days of the date of the meeting of the General Committee where the decision to suspend the member was taken. This appeal should state clearly the grounds of the Appeal. The Board may request oral and/or written submissions from the Chairman of the General Committee and the Appellant. In any case the Board of Directors shall decide on the appeal within 30 days of receipt by the Honorary Secretary of the appeal. The decision of the board shall be final and binding on the member.

ENTRANCE FEE AND SUBSCRIPTIONS

The amount of the annual subscriptions shall be decided by a vote at the

Annual General Meeting of the Club on the recommendation of the Outgoing

General Committee. In the event of the said Committee’s recommendation

being defeated the annual subscription shall not be less than in previous

financial year. Entrance fees shall be fixed by the General Committee from

time to time.

GENERAL MEETINGS

A General Meeting of the Club shall be held in every calendar year not later than the last day of March, at such place as the General Committee shall determine. Such meetings shall be called Annual General Meetings and all other meetings shall be called Extraordinary General Meetings.
The business of an Annual General Meeting shall be:

(a) To receive and consider the report of the General Committee for the past year.

(b) To receive and consider the report of the Board of Directors for the past year.

(c) To receive and consider the income and expenditure account and balance sheets for the year to Dec.31st of the year immediately preceding the year in which the Annual General Meeting is being held.

(d) To appoint auditors for the ensuing year and fix remuneration of the Auditors.

(e) To vote on the annual subscriptions for the ensuing year.

(f) To elect the Officers of the Club as defined in Article 25 hereof and to elect the other members of the General Committee.

(g) To elect the Board of Directors as defined in Article 53 hereof.

(h) To discuss any other business proper to an Annual General Meeting.

16A. Any ordinary Member wishing to propose any Ordinary resolution at any

Annual General Meeting shall give notice thereof in writing to the Secretary at

least fourteen says before the date fixed for the meeting.

The General Committee may, at such time and place and for such purposes as they think fit, and the General Committee shall within 21 days after the deposit or requisition given in accordance with this Article

call an Extraordinary General Meeting of the Club.

The requisition shall state the objects of the meeting, which may be for any purpose except the business reserved for the Annual General Meeting, and shall be deposited at the Registered Office of the Club
The requisition shall be signed by:

(i) At least 20 Members of the Club who are entitled to vote at meetings

(ii) Such Members of the club who are, at he the date of the deposit

entitled to exercise not less than one tenth of the total voting

rights exercisable at General Meetings of the Club.

If the General Committee does not proceed to cause a meeting to be held within 21 days from the deposit of the requisition, the requisitionists or majority of them may themselves subject to Section 132 of the act convene the meeting, and any meeting so convened shall not be held after three months from the date of such deposit.

Any meeting convened by the requisitionists under these articles shall

be convened in the same manner, or as near as possible as that in which meetings are to be convened by the General Committee.

Subject to sections 133 and 141 of the Act, an Annual General Meeting and a meeting called for the passing of a special resolution shall be called by 21 days notice in writing at the least, and a meeting of the company (other than a

an Annual General Meeting or a meeting for the passing of a special

resolution) shall be called by 14 days notice in writing at the 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 meeting and, in the case of special business, the general nature of that

business and shall be given, in manner hereinafter mentioned, to such persons

as are, under the articles of the company, entitled to receive such notices from

the company.

No business shall be transacted at any General Meeting unless a quorum be

present when the meeting proceeds to business. Save as is otherwise provided

by these presents 10 members present and eligible to vote shall be a quorum

for all purposes. If within a half hour from the time appointed for the meeting a quorum be not present, the meeting convened on the requisition of members of the Club shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or such other day and such other time or place as the Chairperson may determine. If at such adjourned meeting a quorum as above defined be not present within 15 minutes from the time appointed for holding the meeting, the members present, shall be a quorum.

The chairperson, if any, of the General Committee shall preside as chairperson

at every general meeting of the Club, or if there is no such Chairperson, or

if he/she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the General Committee present shall elect one of their number to be Chairperson of the meeting.

The Chairperson may, with the consent of any meeting at which a quorum is

present, adjourn the meeting from time to time and from place to place, but no

business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. If at such adjourned meeting a quorum be not present, those members entitled to vote and being present shall be deemed to be a quorum and may do all the business which a full quorum might have done.

(i) At any General Meeting every question shall be decided in the first

instance by a majority of votes or a show of hands unless a poll be demanded;

(ii) Unless a poll is so demanded, a declaration by the Chairperson that a resolution has, on a show of hands been carried or carried unanimously or by a particular majority or lost, an entry to that effect in the book containing the minutes of proceedings of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution;

(iii) The demand for a poll may be withdrawn;

iv) Except as provided in paragraph (6) hereof if a poll is duly demanded it shall be taken in such manner as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded;

(v) Where there is an equality of votes, whether on a show of hands or on a poll, the Chairperson of the meeting in which the show of hands takes place or at which the poll is demanded should be entitled to a second or casting vote.

(vi) A poll demanded on the election of a Chairperson, 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 Chairperson of the meeting directs, any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

VOTES OF MEMBERS

22 Every member of the club who is 18 years or over in the year in which a General Meeting of the Company is held shall have one vote at the said General Meeting. Each Family Member shall have no more than 2 votes. A member shall not be entitled to appoint a proxy.

23 A member of unsound mind, or in respect of which an order has been made by any court having jurisdiction in lunacy, may vote, either on a show of hands or on a poll, by his committee, receiver, guardian or other person appointed by that Court.

24 No objection should be raised as to the qualification of any voter except at the meeting or adjourned meeting which the vote objected to is given or tendered, and every vote not disallowed at such a meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairperson of the meeting whose decision shall be final and conclusive.

CLUB OFFICERS

25 The officers of the club shall be the Honorary Secretary, Honorary Treasurer, Chairperson, Vice Chairperson, Club Captain and Vice Club Captain. The Honorary Secretary, Honorary Treasurer, Vice Chairperson and Vice Club Captain shall be elected annually from the members of the Annual General Meeting and shall ex officio be Members of the General Committee. The Vice Chairperson and Vice Club Captain will automatically become the Chairperson and Club Captain at the Annual General Meeting at which the current Chairperson and Captain resign. The maximum term of Chairperson and Captain shall be 2 years. No member may be elected to the position of Vice-Chairperson within 3 years of resigning from the position of Chairperson. No member may be elected to the position of Vice-Club Captain within 3 years of resigning from the position of Club Captain.

25.A In the event of no nominations being received for any of the officer positions the following procedure shall be followed. The election to officer positions for which nominations have been received shall proceed in the manner described in Article 25 above. The election of the other members of the General Committee shall then take place as described in Article 26 herein. The vacant officer position(s) will be filled by (a) member(s) of the General Committee chosen by the members of the General Committee attending the first meeting of the General Committee after the Annual General Meeting. If insufficient committee members are found to fill all of the vacant officer position(s) then the duties of that officer will be carried out by the General Committee as a whole in such manner as the General Committee shall decide. Any act of the General Committee or any individual member of the General Committee in carrying out the duties of the said officer position(s) under the terms of this clause will be as valid as if they had been done by an officer duly elected at an Annual General Meeting.

25.B In the event of no nominations being received for either Vice Chairperson or Vice-Captain or both and these positions are filled and/or carried out in the manner described in Article 25.A then in addition to the election of officers listed at article 25 above the Chairperson and Club Captain for the following year shall be elected at the next Annual General Meeting.

26 The General Committee shall consist of not less than seven and not more than twelve members. The first members of the General Committee shall be appointed in writing by the subscribers to the Memorandum of Association and shall be the then current officers and members of the Committee of Ballinlough Tennis Club.

26.A In the event that the required minimum number of nominations to membership of the General Committee (including ex officio members) is not received the following procedure shall be followed. A Caretaker Committee comprising the officers elected by the Annual General Meeting, the ordinary General Committee members duly elected at the Annual General Meeting together with the members of the Board of Directors shall be appointed. The Caretaker Committee may co-opt additional members from the current senior membership so long as the total membership of the Caretaker Committee does not exceed 12. The Caretaker Committee will take over the duties and powers of the General Committee as described herein. Any act of the Caretaker Committee in carrying out the duties of the General Committee under the terms of this clause will be as valid as if they had been done by the General Committee duly elected at an Annual General Meeting. The Caretaker Committee will continue to carry out the duties of the General Committee until such time as the required number of nominations to the General Committee have been received as described hereunder. The Caretaker Committee will endeavour to find members willing to be nominated to the General Committee. When the requisite number of nominations have been received the Care-taker Committee will convene an Extraordinary General Meeting of the club in accordance with Clause 17 herein. The election of the new nominees to the General Committee at the said Extraordinary General Meeting will be carried out in accordance with Clause 26 herein. The newly elected General Committee comprising the members elected at the previous Annual General Meeting and those elected at the Extraordinary General Meeting will take over the duties and powers temporarily delegated to the Caretaker Committee as and from the end of the said Extraordinary General Meeting. If a period of thirty nine weeks has elapsed from the date of the Annual General Meeting without the requisite number of nominations being received the Caretaker Committee will continue in office until the next Annual General Meeting.

26 (b) Subject to Article 26(a) herein a member of the Club may serve as a member of the General Committee including as an ex-officio member for a single term not exceeding five consecutive years. Such member may serve further terms of 5 years provided a minimum of two years has elapsed since the end of the member’s previous term of office.

BORROWING POWERS

27 The General Committee may exercise all the powers of the Club to borrow money, enter mortgages or charges its undertaking or property or any part thereof, and to issue debentures, debenture stock or other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party only with the prior agreement of the Board of Directors.

POWERS AND DUTIES OF THE GENERAL COMMITTEE

(a) The business of the Club shall be managed by the General Committee who may pay all expenses incurred in promoting and registering the Club where in any calendar month the cumulative amount of such expenditure does not exceed 25% of the value of income from membership subscription as quantified in the most recent audited accounts of the Company. Where it is proposed to exceed this limit prior notification of a minimum of 14 days shall be given to the Board of Directors. The General Committee may exercise all such powers of the Club as are not by the Act or by these articles required to be exercised by the club in General Meetings, subject nevertheless to the provisions of the Act and of these articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the Club in General Meetings.

(b) No direction given by the Club in General Meetings shall invalidate any prior Act of the General Committee which would have been valid if that direction had not been given.

29 The General Committee may from time to time and at any time by power of attorney appoint any Company, Firm, Person or body of persons whether nominated directly or indirectly by the General Committee, to be the attorney or attorneys of the Club for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the General Committee under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the General Committee may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

30 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the club, shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be, by such person or persons and in such manners as the General Committee may from time to time by resolution determine. All Bank Accounts shall be in the name of the Club.

31 The General Committee shall cause minutes to be made in books provided for that purpose:

Of all appointments of officers made by the General Committee;
Of the names of Members of General Committee present at each meeting of the General Committee and of any Sub-Committee of the General Committee;
Of all resolutions and proceedings at all meetings of the Club and of the General Committee and of Sub-Committees of the General Committee.

DISQUALIFICATION OF MEMBERS OF THE GENERAL COMMITTEE

32 The Office of a member of the General Committee or of any elected office referred to in Article 25 hereof shall be vacated if the member of the General Committee:

Is adjudged bankrupt in the state or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or
Becomes prohibited from being a member of the General Committee by reason of any order made under Section 184 of the Act, or
Becomes of unsound mind; or
Resigns his office by notice in writing to the Club; or
Is convicted of an indictable offence other than an offence under the road traffic Acts unless the General Committee otherwise determine.

33 No member of the General Committee shall be disqualified by his office from contracting with the Club either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the firm or company in which any members of the General Committee shall be in any way interested be avoided, nor shall any member of the General Committee be liable to account to the Club for any profit arising from any such office or profit realised by any such contract or arrangement by reason of such member of the General Committee holding that office or of the contractual relations thereby established, but the nature of such interest must be disclosed by him at the meeting of the General Committee at which the contract or arrangements are first taken into consideration if his interest then exists, or in any other case at the first meeting of the General Committee after the acquisition of his interest. If a member of the General Committee becomes interested in a Contract or arrangement after it is made or entered into, the disclosure of his interest should be made at the first meeting of the General Committee held after he has become so interested. Any member of the General Committee may not vote in respect of any contract or arrangement in which he is so interested as aforesaid.

ELECTION OF THE GENERAL COMMITTEE

34 At the First Annual General meeting of the Club and at all subsequent Annual General Meetings of the Club, all the members of the General Committee and duly elected officers shall retire from office but shall be eligible for re-election.

35 The Club shall at each Annual General Meeting elect the officers and members of the General Committee. Nominations for the positions of officers or members of the General Committee shall be submitted in writing to the Honorary Secretary not less than five days prior to the holding of an Annual General Meeting. Subject to Article 26(b) herein any member who is 18 years or over on or before the date on which the said Annual General Meeting is held may be nominated by any other member of the Club who is over eighteen years on or before the date of an Annual General Meeting. Such nomination must be seconded by any other member of the Club who is over eighteen years on or before the date of an Annual General Meeting but not the nominator or the nominee. In the event of the number of nominations for any particular position exceeding the number of vacancies for that position the matter of election shall be decided by the taking of poll in such a manner as the Chairperson directs. The election of officers and members of the General Committee shall be decided by a simple majority of those attending and voting at such Annual General Meeting.

36 In the event of any vacancies occurring on the General Committee or among the elected officers during any year the General Committee may co-opt a member to fill such vacancies. A member so elected shall hold office until the next Annual General Meeting.

37 The Club may by ordinary resolution of which extended notice has been given in accordance with Section 142 of the Act remove any member of the General Committee before the expiration of his period of office, notwithstanding anything in these articles of any agreement between the club and such member of the General Committee.

PROCEEDINGS OF THE GENERAL COMMITTEE

38 The General Committee may meet together for the dispatch of business, adjourn and otherwise regulate their meeting as they think fit. Questions arising at any meetings should be decided by a majority of votes. Where there is an equality of votes, the Chairperson shall have a second or casting vote. A member of the General Committee may, and the Secretary on the requisition of a member of the General Committee shall at any time summon a meeting of the General Committee. If the General Committee so resolves it shall not be necessary to give notice of a meeting of the General Committee to

any member who being resident in the State is for a time being absent from the State. The quorum necessary for the transaction of the business of the General Committee shall be 5.

39 The continuing members of the General Committee may act notwithstanding any vacancy in their number, but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the Club as the necessary quorum of members, the continuing members or member may act for the purpose of increasing the number of members to that number or of summoning a General Meeting of the Club, but for no other purpose.

The General Committee may delegate any of their powers to Sub-Committees consisting of such number of members of the General Committee or other members of the Club as they shall think fit; any such committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the general Committee. The General Committee shall have power to dissolve any sub-committee at any time.
The General Committee shall appoint a Chairperson of each sub-committee. If at any meeting the Chairperson is not present within fifteen minutes after the time appointed for holding the same, the members present may choose one of their numbers to be Chairperson at the meeting.

The sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and when there is an equality of votes, the Chairperson shall have a second or casting vote. All acts done by any meeting of the General Committee or by any person acting as a member of the General Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the General Committee 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 member of the General Committee. A resolution in writing, signed by all the members of the General Committee for the time being entitled to receive notice of a meeting of the General Committee shall be valid as if it had been passed at a meeting of the General Committee duly convened and held.

BYE-LAWS

(a) The General Committee shall have power to make, alter and revoke

Bye-laws or regulations for regulating the affairs of the Club and such

Bye-laws or regulations shall be binding on every member of the Club

unless set aside at an Extraordinary General of the Club called for that

Purpose.

If any regulation or by-law of the General Committee is unclear or

open to doubt, the General Committee shall have power to put such

Reasonable constructions or interpretation on such regulation or by-law as they may determine, and such determination shall be final and binding on all members.

THE SEAL

44 The Seal should be used only by the authority of the General Committee or the sub-committee of the General Committee authorized by the General Committee authorized by the General Committee in that behalf, and every Instrument to which the seal shall be affixed should be signed by a member of the General Committee and should be counter-signed by the Secretary or by a second member of the General Committee for the purpose.

ACCOUNTS

(i) The General Committee shall cause proper books of account to be kept

relating to;

All sums of money received and expended by the Club and the

Matters in respect of which the receipt and expenditure takes place.

All sales and purchase of goods by the Club;

The assets and liabilities of the Club.

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Club’s affairs and to explain it’s transactions.

The books of account shall be kept at the office, or subject to Section 147 of the Act, at such other place as the General Committee think fit, and shall at all reasonable times be open to the inspection of the General Committee.

The General Committee shall from time to time determine whether and to

what extent and what times and places and to what conditions or regulations, the accounts and books of the club or any of them should be opened to the inspection of members, not being members of the General Committee, and no member (not being a member of the General Committee) shall have any right of inspecting any account or book or document of the Club except as conferred by statute as authorized by the members of the General Committee or by the Club in General Meeting.

The members of the General Committee shall from time to time in

accordance with Sections, 148, 150, 157 and 158 of the Act, cause to be

prepared and to be laid before the Annual General Meeting of the Club,

such profit and loss accounts, balance sheets, group accounts and reports as are required and reports as are required by those sections to be prepared and laid before the Annual General Meeting of the Club.

AUDITORS

Auditors shall be appointed and duties regulated in accordance with

Section 160 to 163 of the Act.

NOTICES

Notice may be served by the Club upon any member, either personally or by sending through the post in a pre-paid envelope or wrapper or by telegram or telex, addressed to such member at the postal of address provided by the member in his membership application or renewal form or by e-mail to the email address provided by the member in his membership application or renewal form. Any notices sent by post shall be deemed to have been served on the date following that on which the envelope or wrapper containing the same is posted, providing such service should be sufficient to prove that the envelope or wrapper containing the notice is properly addressed and posted.

A certificate in writing signed by the Secretary or other office of the Club that the envelope or wrapper containing the notice was so addressed and posted, should be sufficient evidence thereof.

No person other than a member entitled to vote at a meeting shall be

entitled to receive notice of any General Meeting of the Club.

INDEMNITY

Every member of the General Committee or officer of the Club shall be

entitled to be indemnified as to the assets of the club and against all losses or liabilities (including any such liability as is mentioned in paragraph (b) of the proviso to Section 200 of the Act) which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, and no member of the General Committee or officer shall be liable for any loss, damage or misfortune which may happen or be insured by the Club on the execution of the duties of his office or in relation thereto. This Article shall only have effect in so far as far as provisions are not avoided by the Act.

The provisions of Clause 5 of the Memorandum of Association relating to

the winding up or dissolution of the Club shall have effect and be observed as if the same were repeated in full in these Articles.

THE BOARD OF DIRECTORS

The Board of Directors shall consist of not less than three and not more than five members of the club who are 18 years or over.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

The Board of Directors shall cause minutes to be made in books provided for that purpose

of the names of Directors present at each meeting of the Board.

of all resolutions and proceedings at all meetings of the Board of Directors.

The Office of a Director shall be vacated if the Director

(a) is adjudged bankrupt in the state or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or

(b) becomes prohibited from being a member of the Board of Directors by reason of any order made under Section 184 of the Act; or

(d) resigns his/her office by notice in writing to the Club; or

(e) is convicted of an indictable offence other than an offence under the Road Traffic Acts;

ELECTION OF THE BOARD OF DIRECTORS

The Club shall at each Annual General Meeting elect the Board of Directors of the Club. Nominations for the positions of Directors of the Club shall be submitted in writing to the Honorary Secretary not less than five days prior to the holding of an Annual General Meeting. Subject to Article 57 herein any member of the Club who is over eighteen years on or before the date of the Annual General Meeting may be nominated by any other member of the Club who is over eighteen years on or before the date of the Annual General Meeting. Such nomination must be seconded by any other member of the Club who is over eighteen years on or before the date of an Annual General Meeting but not the nominator or the nominee. In the event of the number of nominations for any particular position exceeding the number of vacancies for that position the matter of election shall be decided by the taking of a poll in such a manner as the Chairperson directs. The election of Directors shall be decided by a simple majority of those attending and voting at such Annual General Meeting.

Subject to Article 61 herein a member of the Club may serve as a member of the Board of Directors for a term not exceeding five consecutive years. Such member may serve a further terms of 5 years provided a minimum of two years has elapsed since the end of the member’s previous term of office

The Club may by ordinary resolution of which extended notice has been given in accordance with Section 142 of the Act remove any member of the Board of Directors before the expiration of his/her period of office notwithstanding anything in these articles or any agreement between the club and such member of the Board of Directors.

PROCEEDINGS OF THE BOARD OF DIRECTORS

The Board of Directors may meet together to review the overall state of the Club, to consider proposals in relation to its powers under Article 27 hereof, adjourn and otherwise regulate their meetings as they think fit. No business shall be transacted at a meeting of the Board of Directors unless a quorum be present. Save as is otherwise provided by these presents 3 members shall be a quorum for all purposes. Questions arising at any meetings should be decided by a majority of votes. A member of the Board of Directors may at any time summon a meeting of the Board of Directors. In any case the Board of Directors shall hold no less than two meetings in any one year of office.

To facilitate the execution of its duties the Board of Directors may from time to time seek such information regarding the financial affairs of the Club as it sees fit from the General Committee. The General Committee shall provide all such information reasonably requested. The Board of Directors may request that the Chairperson or such other person authorized by the General Committee to act as its representative attend any of its meetings to furnish such further information as the Board sees fit. The General Committee shall accede to any reasonable request to attend such meetings.

In the event of insufficient nominations to the Board of Directors being received the length of the period of service on the Board will be extended by a maximum of 1 year to allow any current Director to be co-opted onto the Board by the Annual General Meeting. Only the required number of Directors will be co-opted in this manner.

CHILD PROTECTION

Ballinlough Tennis Club is fully committed to safeguarding the well being of its members. Every individual in the club should at all times show respect and understanding for their rights, safety and welfare, and conduct themselves in a way that reflects the principles of the club and the guidelines contained in the Code of Ethics and Good Practice for Children’s Sport.

COMPLAINTS OBJECTIONS & DISCIPLINARY RULES

All complaints, objections and disciplinary matters arising within the club shall be dealt with under the current Complaints Objections and Disciplinary Rules and Procedures as set out by Tennis Ireland.

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Existing Memorandum