Proposed Memorandum BTC
COMPANIES ACT 2014
COMPANY LIMITED BY GUARANTEE NOT HAVING A SHARE CAPITAL
BALLINLOUGH TENNIS CLUB
MEMORANDUM OF ASSOCIATION
The name of the Company is BALLINLOUGH TENNIS CLUB
The Company is a company limited by guarantee, registered under Part 18 of the Companies Act 2014. 2.
- Main Objects
The main object for which the Company is established (the “Main Objects”) are:
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 are incidental or conducive to the attainment of the above object and also to encourage and provide facilities 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 organize and run tennis competitions and instruction and training courses in tennis and other related facilities of interest to its members; to provide facilities for members and their guests.
The Company shall in addition to the powers conferred on it by law have the following powers which are exclusively subsidiary and ancillary to the Main Objects and which powers may only be exercised in promoting the Main Object. Any income generated by the exercise of these powers is to be applied to the promotion of the Main Objects:
3.1 To solicit and procure by any lawful means and to accept and receive any donation of property of any nature and any devise, legacy or annuity, subscription, gift, contribution or fund, including by means of payroll giving or other similar arrangements, and including (but so as not to restrict the generality of the foregoing) the holding of lotteries in accordance with the law 1 for the purpose of promoting the Main Objects, and to apply to such purpose the capital as well as the income of any such legacy, donation or fund.
3.2 To establish and support or aid in the establishment and support of any charitable association or institution, trust or fund, and to subscribe or guarantee money for any charitable purpose which the Company shall consider calculated to promote its Main Objects.
3.3 To collect and to receive voluntary contributions, donations or bequests or money for any of the purposes aforesaid.
3.4 To make application on behalf of the Company to any authority, whether governmental, local, philanthropic or otherwise, for financial funding of any kind.
3.5 To apply, petition for or promote any Act of the Oireachtas or other legislation relating directly to the advancement of the Main Objects.
3.6 Subject to clause 4, to employ such staff, and on such terms, as are necessary or desirable for the proper promotion of the Main Objects.
3.7 To grant pensions, gratuities, allowances or charitable aid to any person who may have served the Company as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities, allowances or charitable aid shall be no more than that provided by a pension scheme covered by Part 30 of the Taxes Consolidation Act 1997 and provided that such pension scheme has been operated by the company and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the pension scheme while employed by the Company; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company and to subscribe or guarantee money for charitable objects.
3.8 To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property, patents, copyrights, licences, rights and privileges or any estate or interest whatsoever and any rights, privileges and easements over or in respect of any property which may be considered necessary for the purposes of the Company and to develop and turn to account any land acquired by the Company or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving buildings and conveniences and by planting, paving, draining, farming, cultivating, letting or building leases or building agreement and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants and others.
3.9 To acquire, hold, sell, manage, lease, mortgage, exchange or dispose of all or any part of the property of the Company with a view to the promotion, protection or encouragement of its Main Objects and to vary investments.
3.10 To co-operate with any other society or institution in carrying out any investments hereby authorised in furtherance of the Main Objects.
3.11 To borrow and raise money in such manner as may be considered expedient, and to issue debentures, debenture stock and other securities, and for the purpose of securing any debt or other obligation of the Company to mortgage or charge all or any part of the property of the Company, present or future, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.
3.12 To invest and deal with monies and property of the Company not immediately required in such manner as will most effectively provide funds for the advancement and promotion of the purposes aforesaid and this power shall include power from time to time to vary any investments made thereunder.
3.13 To invest in such ways as shall seem desirable to the Directors any moneys of the Company not immediately required for the use in connection with its Main Objects and to place any such moneys on deposit with bankers and others; subject nevertheless as regards the making of investments to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.
3.14 To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principal amounts and interest of any person, firm or company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company’s holding company or a subsidiary or associated company.
3.15 To draw, accept, make, endorse, discount, execute, issue and negotiate bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.
3.16 To insure the property of the Company against any foreseeable risk in its full value and take out other insurance policies to protect the Company when required.
3.17 To insure any or all of the Directors against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, provided he or she acted in good faith and in the performance of his or her functions.
3.18 To apply for, purchase or otherwise acquire any, licences, concessions and the like conferring any exclusive or non-exclusive or limited rights to use or other information which may seem capable of being used for any of the purposes of the Company or the acquisition of which may seem calculated directly or indirectly to benefit the Company, and to use, exercise, develop or grant licences in respect of or otherwise turn to account the property, rights or information so acquired.
3.19 To adopt such means of making known the products and/or services of the Company as may seem expedient and in particular by advertising in the press, by circulars, by purchase and exhibition of works of art or interest, by publication of books and periodicals and via the internet and by granting prizes, rewards and donations.
3.20 To maintain, improve or provide public amenities including recreational facilities, childcare, public health, home, welfare and youth facilities generally.
3.21 To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Main Objects and to obtain from any such government or authority any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.
3.22 To enter into a partnership or into any arrangement for sharing profits, union of interest, co-operation, joint venture, reciprocal concession or otherwise with any person, company, society, trust or other partnership whose objects are solely charitable, carrying on or engaged in, or are about to carry on or engage in, any business or transaction capable of being conducted so as directly or indirectly to benefit the Company and which prohibits the distribution of income and assets to at least as great a degree as the Company by virtue of Clause 4 hereof and to guarantee the contracts of, otherwise assist any such person, company, society, trust or other partnership, and to take over or otherwise acquire shares, stock, debentures, or debenture stock and securities of any such person, company society, trust or other partnership, and to sell, hold, reissue with or without guarantee or otherwise deal with same.
3.23 To carry on alone or in conjunction with others any other trade of business which may in the opinion of the Directors be advantageously carried on by the Company in connection with or as ancillary to any of the above businesses or the general business of the Company in pursuance of the Main Objects.
3.24 To found, subsidise, and assist any charitable funds, associations or institutions calculated to promote or assist the Main Objects.
3.25 To establish and maintain links with international and national organisations having similar objectives.
3.26 To do all such other lawful things as the Company may think incidental and conducive to the foregoing Main Objects.
3.27 To do all or any of the things and matters aforesaid and as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others.
(a) in case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law having regard to such trusts;
- Income and Property
4.1 The income and property of the Company shall be applied solely towards the promotion of Main Object(s) as set forth in this Constitution. No portion of the Company’s income and property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to members of the Company.
4.2 No Director shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Company. However, nothing shall prevent any payment in good faith by the Company of:
(a) reasonable and proper remuneration to any member or servant of the Company (not being a Director) for any services rendered to the Company;
(b) interest at a rate not exceeding 1% above the Euro Interbank Offered Rate (Euribor) per annum on money lent by Directors or other members of the Company to the Company;
(c) reasonable and proper rent for premises demised and let by any member of the Company (including any Director) to the Company;
(d) reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the Company;
(e) fees, remuneration or other benefit in money or money’s worth to any company of which a Director may be a member holding not more than one hundredth part of the issued capital of such company.
- Additions, alterations or amendments.
No amendments of any kind shall be made to the provisions of clauses (4 and 6) of the memorandum of association and no amendments shall be made to the memorandum and articles of association to such extent that they would alter the effect of clauses (4 and 6) of the memorandum of association, such that there would be noncompliance with the requirements of section 971/1180 and of the Companies Act 2014.
- 6. Winding Up.
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 another company whose objects are the promotion of charity and which has main objects similar to the main objects of the company, which other company also meets the requirements of paragraph (b) of section 971 ( 1 )11180( 1) of the Companies Act 2014, such company to be determined by the members of this company at or before the time of dissolution, or in default thereof by such Judge of the High Court as my have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to such provision, then to some charitable object.
- 7. Limited Liability.
The liability of the members is limited.
- Undertaking to Contribute.
Every member of the Company undertakes to contribute to the assets of the Company, if the Company is wound up while he or she is a member or is wound up within one year after the date on which he or she ceases to be a member, for
(a) payment of the debts and liabilities of the Company contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up; and
(b) the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding €1.
COMPANIES ACT 2014
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
BALLINLOUGH TENNIS CLUB
The Regulations contained in the Act shall apply to the company, and together with the Regulations hereinafter contained, shall constitute the Regulations of the Company save in so far as they are hereby varied or excluded.
In these Articles:
“The Act” means The Companies Act 2014
“Club” means Ballinlough Tennis Club;
“The General Committee” means the members of the General Committee for the time being as defined in Article 36 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 Directors” means the members of the Board of Directors for the time being as defined in Article 72 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 Company Secretary” means any person appointed to perform the duties of the Company Secretary.
“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.
“Bye-Laws” mean those bye-laws approved or amended by the Annual General Meeting which shall regulate how the club is managed.
“Club Rules” mean those rules which govern the use of the club premises.
“Annual Subscription” shall mean the amount payable to the club by each member to remain as members of the club.
“New Member Levy” shall mean the amount of money paid by a new member when their application for membership has been approved by the General Committee.
“Member’s Registered Address” shall mean the postal address provided by the member in their application for membership or such other alternative address provided by the member in place of the original address.
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.
- Such persons as the General Committee shall admit to membership of the Club, have
Reached the age of 18 years and have paid their annual subscription as at Dec 31st
of the current membership year shall be members of the Company.
- “Guest Fee” shall mean the amount payable by each member in respect of allowing
a guest of the member to play in the club premises for one hour.
- 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 as set out in the Bye-Laws.
- Every candidate for any of the above-named classes of membership must be proposed and seconded by current 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 annual subscription and new member levy where applicable of each newly elected 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.
- 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 no 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.
- Any member expelled under the provision of these 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.
- 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.
- The General Committee shall have power at any time to suspend forthwith until the end of the current year any member who fails to pay the full annual subscription, or to lodge an application for alternative financial arrangements with the club Chairman or Honorary Treasurer, on or before May 31st of the current year. Such members shall be given 14 clear days’ notice commencing on May 15th of the current year (or such other late commencement date decided by the General Committee) of the General Committee’s intention to impose such suspension.
- A member who has been suspended from the club under the terms of these bye-laws, with the exception of a suspension arising out of non-payment of the annual subscription, 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 General Committee 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.
- Any member may retire, resign or withdraw from the club by giving notice in writing to the Honorary 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 therefor 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.
- A member who has been expelled from the club under the terms of Article 14 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 General Committee 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 13 thereof:
(c) On a Member being expelled by a resolution of the General Committee under Article 14 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
ANNUAL SUBSCRIPTIONS & GUEST FEES
- The amount of the annual subscriptions and New Member Levy 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 amount of the annual subscription and the New Member Levy
shall not be less than in previous financial year. The amount of the Guest Fees shall
be fixed by the General Committee from time to time.
- 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 twelve.
- 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. The election of the new nominees to the General Committee at the said Extraordinary General meeting will be carried out in accordance with Article 47 herein.
- 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 approve the accounts of the company as laid before the meeting.
(b) To receive and consider the report of the General Committee for the past year.
(c) To receive and consider the report of the Board of Directors for the past year.
(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 31 hereof and to elect the members of the General Committee.
(g) To elect the Board of Directors as defined in Article 73 hereof.
(h) To discuss any other business proper to an Annual General Meeting.
- Any Member wishing to propose any resolution at any Annual General Meeting shall give notice thereof in writing to the Honorary Secretary of the General Committee at least fourteen says before the date fixed for the meeting.
- The General Committee may convene an Extraordinary General Meeting of the club at such time and place and for such purposes as they think fit. The General Committee shall, within 21 days after receipt of a requisition given in accordance with this Article to do so, convene 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
(ii) Such Members of the club who are, as at 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 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.
- 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. A meeting of the company (other than 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
- No business shall be transacted at any General Meeting unless a quorum be
present when the meeting proceeds to business. 20 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 a meeting convened on the requisition of members of the Club shall be dissolved. In all other cases 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.
- 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.
(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 clause (vi) below 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 have 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
- Every member of the company as defined in Article 2 shall have one vote at every General Meeting. A member shall not be entitled to appoint a proxy. A Family Membership shall have a maximum of two votes.
- 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.
- 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.
- The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.
- The officers of the club shall be the Honorary Secretary, Honorary Treasurer, Chairperson, Vice Chairperson, Club Captain, Vice Club Captain, the Company Secretary and the Directors. The Honorary Secretary, Honorary Treasurer, Chairperson, Vice Chairperson, Club Captain and Vice Club Captain shall ex-officio be Members of the General Committee. The Honorary Secretary, Honorary Treasurer, Vice-Chairperson, Vice-Club Captain and the Directors shall be elected annually by the members at the Annual General Meeting. The Vice Chairperson and Vice Club Captain will automatically become the Chairperson and Club Captain respectively 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.
- 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 48. The election of the other members of the General Committee shall then take place as described in Articles 48 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 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.
- 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 34 then in addition to the election of officers listed at article 32 the Chairperson and Club Captain for the following year shall be elected at the next Annual General Meeting.
- The General Committee shall consist of not less than seven and not more than twelve members. The General Committee shall include the Club Officers.
- The General Committee may exercise all the powers of the Club to borrow money, enter mortgages or charge 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 Subscriptions as quantified in the most recent signed 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 retrospectively any prior act of the General Committee which would have been valid prior to a new direction been given.
- 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.
- 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.
- The General Committee shall cause minutes to be made in books provided for that
- 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.
- 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 members of the General Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such members 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.
DISQUALIFICATION OF MEMBERS OF THE GENERAL COMMITTEE
- The Office of a member of the General Committee or of any elected office 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 148 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.
- 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
- 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 with the exception of the Company Secretary shall retire from office but shall be eligible for re-election subject to Article 50.
- The members 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 Secretary not less than fourteen days prior to the holding of an Annual General Meeting. 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 of age 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.
- 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.
- Subject to Article 48 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.
- The Directors may by ordinary resolution of which extended notice has been given 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
- 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 Honorary 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 five.
- 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 Constitution 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.
- (a) Bye-Laws for regulating the day to day running and maintenance of the Club shall be approved at each an Annual General Meeting. All such Bye-Laws or regulations shall be binding on every member of the Club. Additions and/or amendments to the Bye-Laws may be proposed by the General Committee at a General Meeting of the Club.
(b) 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 shall be used only by the authority of the Directors or of a committee of Directors authorized by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be
- Signed by a Director of it or by some other person appointed for the purpose by its Directors or by a foregoing committee of them; and
- Be countersigned by the Secretary or by a second Director of it or by some other person appointed for the purpose by its Directors or by a foregoing committee of them.
- The General Committee shall cause proper books of account to be kept
- 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 or services 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 its transactions.
- The books of account shall be kept at the office, or subject to Section 283 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 in accordance with the Act cause to be prepared and to be laid before the annual general meeting of the Company the statutory financial statements of the Company. The members report in relation to it and the statutory auditor’s report (if any) on those financial statements and members report as are required by the Act to be prepared and laid before the annual general meeting of the Club.
- A copy of the statutory financial statements of the Company, the General Committees report in relation to it and that statutory auditor’s report (if any) on those financial statements and General Committees report shall, not less than twenty-one days before the date of the annual general meeting, be sent to every person entitled under Section 338(1) of the Act to receive them.
- Notice In any case in which a provision of the Act, or of the Company’s constitution, requires or authorizes a notice to be served on or given to a member of the Company or an officer it may be delivered in one of the following ways:
- By delivering it to the member;
- By leaving it at the registered address of the member;
- By sending it by post in a prepaid letter to the registered address of the member
- By electronic means provided the conditions as specified in section (2)(i) of of the Act are satisfied.
- No person other than a member entitled to vote at a general meeting of the company shall be entitled to receive notice of any General Meeting of the Club.
- The provisions of Clause 6 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.
- Every officer of the Company including club officers:
- Shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he or she may sustain or incur in defending any proceedings, whether civil or criminal, in which judgement is given in his or her favour in which he or she is acquitted or in connection with any proceedings or application referred to in or under Sections 233 or 234 of the Act in which relief is granted to him or her by the Court.
- Shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he or she may sustain or incur in our about the execution of the duties of his or her office or otherwise in relation thereto and no officer shall be liable for any loss, damage or misfortune which may happen to be incurred by the Company in the execution of the duties of his or her office or otherwise in relation thereto. This regulation shall have effect only in so far as its provisions are not void under Section 235 of the Act.
THE BOARD OF DIRECTORS
- The Board of Directors shall consist of not less than three and not more than five members of the Company.
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.
- 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 tis meeting to furnish such further information as the Board sees fit. The General Committee shall accede to any reasonable request to attend such meetings.
- No remuneration shall be payable under any circumstances to any of the Directors in respect of his services as Director, or on any committee of the Directors to which the Directors may delegate powers under Article 70. The Directors may be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings of the Company or otherwise in connection with the business of the Company.
- Without prejudice to Section 40 of the Act, the Directors may delegate any of their powers to such person or persons as they think fit, including committees; any such committee shall, in the exercise of the powers so delegated, confirm to any regulations that may be imposed on it by the 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 or is deemed to be subject to a disqualification order within the meaning of Chapter 4 of Part 14 of the Act; or
(c) resigns his or her office by notice in writing to the Company; or
(d) can no longer be reasonably regarded as possessing an adequate
decision making capacity; or
(e) Is restricted in accordance with Section 819 of the Act and a Declaration of restriction is made in relation to the director and the directors, at any time during the currency of the declaration resolve that his or her office be vacated; or
(f) Is sentenced to a term of imprisonment (including a term that is suspended) following a conviction of an indictable offence (other than an offence under the Road Traffic Act 1961, or any Act amending the same) unless the Directors otherwise determine; or
(g) Is for more than 6 months absent, without the permission of the directors, from meetings of the directors as during the period.
ELECTION OF THE BOARD OF DIRECTORS
- The Members 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 Secretary not less than fourteen days prior to the holding of an Annual General Meeting. 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. All the Directors shall retire from office at the Annual General Meeting of the Company but shall be eligible for re-election. The election of Directors shall be decided by a simple majority of those attending and voting at such Annual General Meeting.
- Subject to Article 72 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 term of five years provided a minimum of two years has elapsed since the end of the member’s previous term of office
- The Company may by ordinary resolution of which extended notice has been given in accordance with Section 146 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.
- The Company may by ordinary resolution appoint another person in place of a Director removed from office under Article 74. Without prejudice to the powers of the Directors under the Act, the Company in general meeting may appoint any person to be a Director, either to fill a casual vacancy or as an additional Director. Any Director so appointed shall hold office only until the next Annual General Meeting but shall be eligible for re-election.
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, 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 one meeting per quarter in any one year of office.
- 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 as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution in writing may consist of several documents in the like form, each signed by one or more of the Directors and for all purposes shall take effect from the time when it was signed by the last Director.
- For the purpose of subsection (1) of Section 161 of the Act, the signature of an alternate director shall suffice in place of the signature of the director appointing him or her.
- For the purposes of Subsection 1 (d) of Section 228 of the Act, the reasonable personal use by a director of any property of the Company and made available for use by the director in connection with the business or affairs of the Company shall be permitted, subject to any restrictions imposed by the Company under contract or otherwise.
- 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.
- A copy of the statutory financial statements of the company, the Directors’ report in relation to it (if any) and that statutory auditor’s report (if any) on those financial statements and Directors’ report shall, not less than twenty one days before the date of the annual general meeting, be sent to every person entitled under Section 338(1) of the Act to receive them.
- The Company, provided it satisfies the requirements of the Act relating to exemption from the requirement to have its accounts audited including members rights, shall not be required to appoint an auditor and if the Company so resolves, then any reference to an auditor in any regulation shall be deleted accordingly.
- 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.