Articles of Association

ST ALBANS SUB-AQUA CLUB LIMITED(hereinafter called "the Club")
Incorporated on 24 June 1981
(adopted by Special Resolution passed on 13 May 2015)
The Companies Act 2006
COMPANY NUMBER 01569822
Registered Address:    
COTTONMILL SWIMMING POOL
COTTONMILL LANE
ST.ALBANS
HERTS. AL1 1HJ
  A PRIVATE COMPANY LIMITED BY GUARANTEE

INDEX TO THE ARTICLES

A – GENERAL
A1.     Defined terms 
A2.     Liability of members 
A3.     Club objects 
A4.     Dissolution 
A5.     Relationship with the St Albans Branch Of The BSAC (The Branch)  
B – MEMBERSHIP
B1.     Classes of Membership 
B2.     Applications for Membership 
B3.     Refusal of Membership 
B4.     Termination of membership 
B5.     Guests 
C – DIVING
D – GOVERNANCE
D1.     Directors’ general authority 
D2.     Members’ reserve power 
D3.     Directors may delegate  
D4.     Committees 
D5.     Directors to take decisions collectively 
D6.     Unanimous decisions 
D7.     Calling a directors’ meeting 
D8.     Participation in directors’ meetings 
D9.     Quorum for directors’ meetings 
D10.    Chairing of directors’ meetings 
D11.    Casting vote 
D12.    Conflicts of interest 
D13.    Records of decisions to be kept 
D14.    Directors’ discretion to make further rules 
D15.    Methods of appointing directors 
D16.    Termination of director’s appointment 
D17.    Directors’ remuneration 
D18.    Directors’ expenses 
D19.    Organisation Of General Meetings 
D20.    Attendance and speaking at general meetings 
D21.    Quorum for general meetings 
D22.    Chairing general meetings 
D23.    Attendance and speaking by directors and non-members 
D24.    Adjournment 
D25.    Voting at general meetings 
D26.    Errors and disputes 
D27.    Content of proxy notices 
D28.    Delivery of proxy notices 
D29.    Amendments to resolutions 
E – EQUIPMENT

F – SOCIAL

G – PREMISES

H – MEMBERS’ BAR

I – ADMINISTRATION ARRANGEMENTS
I1. Secretary 
I2. Means of communication to be used  
I3. Provision for employees on cessation of business  
I4. Directors’ Indemnity   
I5. Directors’ Insurance 
J – HEALTH AND SAFETY
K – WELFARE
L – CHANGES TO THESE ARTICLES

A – GENERAL

A1. Defined terms

A1. Defined terms

In the articles, unless the context requires otherwise—

(a) “articles” means the Club’s articles of association;
(b) “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
(c) “chairman” has the meaning given in article D10.
(d) “chairman of the meeting” has the meaning given in article D22;
(e) “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the Club;
(f) “director” means a director of the Club, and includes any person occupying the position of director, by whatever name called;
(g) “document” includes, unless otherwise specified, any document sent or supplied in electronic form;
(h) “electronic form” has the meaning given in section 1168 of the Companies Act 2006;
(i) “member” has the meaning given in article B1;
(j) “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
(k) “participate”, in relation to a directors’ meeting, has the meaning given in article D8;
(l) “proxy notice” has the meaning given in article D27;
(m) “special resolution” has the meaning given in section 283 of the Companies Act 2006;
(n) “subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
(o) “writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the Club.

A2. Liability of members

The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Club 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—

(a) payment of the Club’s debts and liabilities contracted before he ceases to be a member,
(b) payment of the costs, charges and expenses of winding up, and
(c) adjustment of the rights of the contributories among themselves.

A3. Club objects

a) The objects for which the Club is established, are to establish, maintain and carry on a club and otherwise promote participation to the whole community in any sport, hobby, interest or recreational activity and to provide and promote such other facilities of a general sporting or leisure nature as it shall from time to time see fit for the use and accommodation of members and their friends and members of the public with all necessary and usual conveniences and amenities of a leisure, sporting or social nature and further to establish maintain and carry out a clubhouse licensed or otherwise. To provide or promote social or leisure services or facilities and fund raising events not limited to members and generally afford to such members and friends all the usual privileges advantages conveniences and accommodation of a club.

And the Club shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:

i) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections.

ii) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Club.

iii) To undertake and execute any charitable trusts which may lawfully be undertaken by the Club.

iv) To borrow or raise money on such terms and on such security as may be thought fit.

v) To invest the moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being imposed or required by law and subject also as hereinafter provided.

vi) To establish and support or aid in the establishment and support of any charitable clubs or institutions and to subscribe or guarantee money for charitable purposes.

vii) To do all such things as are incidental to the attainment or furtherance of the said objects or any of them.

Provided that:

(1) In case the Club shall take or hold any property which may be subject to any trusts, the Club shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

(2) The Club’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

(3) In case the Club shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Club shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Committee of Management or Governing Body of the Club shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and forth due administration of such property in the same manner and to the same extent as they would as such Committee of Management or Governing Body have been if no incorporation had been effected, and the incorporation of the Club shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Committee of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Club were not incorporated.

b) The income and property of the Club shall be applied solely towards the promotion of its objects as set forth in these articles and no portion thereof shall be paid or transferred directly· or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Club and no member of its Committee of Management or Governing Body shall be appointed to any office of the Club paid by salary or fees, or receive any remuneration or other benefit in money or money’s worth from the Club.

c) Provided that nothing herein shall prevent any payment in good faith by the Club:-

i) of reasonable and proper remuneration to any member, officer or servant of the Club (not being a member of its Committee of Management or Governing Body) for any services rendered to the Club;

ii) of interest at a rate not exceeding 6 per cent. per annum on money lent or reasonable and proper rent for premises demised or let by any member of Club or of its Committee of Management or Governing Body;

iii) to any member of its Committee of Management or Governing Body of out of-pocket expenses;

iv) to a club of which a member of the Club or of its Committee of Management or Governing Body may be a member holding not more than one-hundredth part of the capital of such club.

A4. Dissolution

a) In the event of the dissolution of the Club, any assets remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members of the Club, but shall be given or transferred to one or more of the following approved sporting or charitable bodies.

i) A registered charitable organisation(s); ii) Another Club which is a registered CASC; iii) The national governing body of any sport for use by them for related community s

a) In the event of the dissolution of the Club, any assets remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members of the Club, but shall be given or transferred to one or more of the following approved sporting or charitable bodies.

i) A registered charitable organisation(s); ii) Another Club which is a registered CASC; iii) The national governing body of any sport for use by them for related community sports

A5. Relationship with The St Albans Branch of The British Sub-Aqua Club (The Branch) and its Powers and Responsibilities

a) The Club shall form an association with the St Albans branch of the BSAC – branch 311 – (The Branch).

b) The rules of the Branch shall not permit any person to be admitted to the Branch unless they join the Club. However, members of the Club need not become members of the Branch.

c) The members of the committee of the Branch shall be appointed as directors of the Club and shall always constitute a two thirds majority on the board of directors. See Article D15. Such persons shall be known as Branch directors.

B – MEMBERSHIP

B1. Classes of Membership

a) Class 1 (Full) Membership entitles the member to attend and vote on all resolutions at General Meetings, and stand for election as a director. It is available to those over the age of eighteen only.
b) Class 2 (Associate) (Restricted Voting) Membership entitles the member to attend General Meetings, and stand for election as a director. It is available to those over the age of eighteen only. They may vote on all resolutions at General Meetings except resolutions which may affect:-
i) diving, snorkelling or related activities ii) the Club’s constitution, including these articles iii) members’ reserve power as specified in Article D2
c) Class 3 Membership entitles the member to attend but not to vote on any resolutions at General Meetings, nor to stand for election as a director. It is available to anybody, and shall be the only class of membership available to those under 18.

The Directors may set different categories of membership within each Class, each with different rates of subscription and different benefits of membership.

B2. Applications for Membership

a) No person shall become a member of the Club unless—
i) that person has completed an application for membership in a form approved by the directors, and
ii) the directors have approved the application. But an applicant shall be entitled to all benefits of membership commencing 48 hours after receipt of the application until the next meeting of directors at which time his/her membership will be approved or otherwise

B3. Refusal of Membership

a) The Club may refuse membership only with sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the Club’s Members at a General Meeting.
b) Membership shall be open to all persons irrespective of ethnicity, nationality, sexual orientation, religion or beliefs; or of age, sex or disability except as a necessary consequence of the requirements of the sports undertaken by the Club, and shall comply with the Rules laid down by the Club in General Meetings from time to time and then subject to such Rules as shall be so agreed.

B4. Termination of membership

a) A member may withdraw from membership of the Club by giving 7 days’ notice to the Club in writing.
b) Membership is not transferable.
c) A person’s membership terminates when that person dies or ceases to exist.
d) A member shall retain his membership until he has resigned or is deemed to have resigned in accordance with this paragraph. If payment of his subscriptions is 30 days or more overdue, a member shall be deemed to have resigned.
e) The Club may expel members only with sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the Club’s Members at General Meeting.
f) Any membership fees paid to the Club prior to termination will remain with the Club. No rebate will be applicable for membership ending part way through the year.

B5. Guests

a) Members of the Club may personally introduce bona fide guests in accordance with the guest policy set by the directors.
b) Members introducing guests will be held responsible for their conduct whilst on the premises, and such guests will be amenable to the rules of the Club.
c) Members must remain on the premises for the entire duration of their guests’ visit.
d) Any person visiting the Club for the bona fide purpose of enquiring or seeking information about any of the activities or membership of the Club is deemed to be a guest.

C – DIVING

C1. Jurisdiction over Diving

a) St Albans Sub-Aqua Club Ltd and its board of directors comprises members who may not be members of the St Albans Branch of the British Sub-Aqua Club. Therefore the Club shall have no jurisdiction over any matters that affect diving or snorkelling. Such matters shall be the responsibility of the Branch, its Diving Officer and its committee, who derive their various authorities from the British Sub-Aqua Club.

D – GOVERNANCE

D1. Directors’ general authority

a) Subject to the articles, the directors are responsible for the management of the Club’s business, for which purpose they may exercise all the powers of the Club. The directors shall determine any question as to the interpretation of these articles and of any bylaws or regulations of the Club. Such ruling shall only remain in effect until the next General Meeting of the Club. Its continued validity shall depend upon ratification of that meeting.

D2. Members’ reserve power

a) The members may, by Special Resolution, except as restricted under Article B1, direct the directors to take, or refrain from taking, specified action.
b) No such special resolution invalidates anything which the directors have done before the passing of the resolution.

D3. Directors may delegate

a) Subject to the articles, the directors may delegate any of the powers which are conferred on them under the articles.
i) to such person or committee;
ii) by such means (including by power of attorney); iii) to such an extent; iv) in relation to such matters or territories; and
v) on such terms and conditions; as they think fit.
b) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
c) The directors may revoke any delegation in whole or part, or alter its terms and conditions

D4. Committees

a) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors
b) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.

D5. Directors to take decisions collectively

a) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article D6.
b) If—
i) the Club only has one director, and ii) no provision of the articles requires it to have more than one director
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.

D6. Unanimous decisions

a) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
b) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
c) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
d) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
e) Any decision made at an adhoc meeting will only be valid until the next scheduled meeting of the directors, at which it shall be ratified or not unless all directors were present at the time of the adhoc meeting.

D7. Calling a directors’ meeting

a) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the club secretary (if any) to give such notice.
b) Notice of any directors’ meeting must indicate—
i) its proposed date and time; ii) where it is to take place; and
iii) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting
c) Notice of a directors’ meeting must be given to each director, but need not be in writing.
d) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the Club not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it

D8. Participation in directors’ meeting.

a) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when—
i) the meeting has been called and takes place in accordance with the articles, and
ii) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
b) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
c) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
d) Directors’ meetings are open to all members of the Club to attend. The directors reserve the right to exclude members of the Club from sections of meetings when items of a personal or sensitive nature are being discussed.

D9. Quorum for directors’ meetings

a) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
b) A simple majority of voting Committee members then serving shall form a quorum for a meeting; provided however, that no quorum shall be formed without the presence of either the Chairman, the Vice-Chairman, or the Secretary and that the number of directors present shall be no less than two and that Branch Directors shall be in a majority. A quorum once formed shall not be lost even though, as a result of the departure of a member during the meeting, the number of voting members falls below the number required to open the meeting.
c) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision—
i) to appoint further directors, or
ii) to call a general meeting so as to enable the members to appoint further directors

D10. Chairing of directors’ meetings

a) The Chairman shall be the person elected as chairman of the Branch.
b) The person so appointed is known as the Chairman.
c) The directors may appoint a Vice-Chairman.
d) The directors may terminate the Vice-Chairman’s appointment at any time.
e) If neither the Chairman nor the Vice-Chairman are participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of their number to chair it.

D11. Casting vote

a) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
b) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.

D12. Conflicts of interest

a) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the Club in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes.
b) But if paragraph (c) applies, a director who is interested in an actual or proposed transaction or arrangement with the Club is to be counted as participating in the decisionmaking process for quorum and voting purposes.
c) This paragraph applies when—
i) the Club by ordinary resolution disapplies the provision of the articles which would otherwise prevent a director from being counted as participating in the decision-making process;
ii) the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or iii) the director’s conflict of interest arises from a permitted cause.
d) For the purposes of this article, the following are permitted causes—
i) a guarantee given, or to be given, by or to a director in respect of an obligation incurred by or on behalf of the Club or any of its subsidiaries;
e) For the purposes of this article, references to proposed decisions and decision-making processes include any directors’ meeting or part of a directors’ meeting.
f) Subject to paragraph (g), if a question arises at a meeting of directors or of a committee of directors as to the right of a director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any director other than the chairman is to be final and conclusive.
g) If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

D13. Records of decisions to be kept

The directors must ensure that the Club keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.

D14. Directors’ discretion to make further rules

a) Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be recorded or communicated to directors.

D15. Methods of appointing directors

a) The Club shall be managed by a Board of Directors, who shall be appointed or elected for a term of one year at the Annual General Meeting in accordance with the following rules:-
i) all members of the committee of the Branch, who shall have been elected in accordance with the rules of that body, shall be appointed as directors. Four of these members shall be the Diving Officer, Chairman, Secretary and Membership Secretary.
ii) further directors, up to the prescribed maximum, who shall be elected by the members of the Club, and who together shall not constitute more than one third of the total number of directors.
b) The directors may from time to time appoint any member of the Club as a director, either to fill a casual vacancy or by way of addition to the Board of Directors, provided that the prescribed maximum is not thereby exceeded. Such appointments are made on such terms and upon such conditions as if they were so appointed by the Members at a General Meeting. Any member so appointed shall retain his office only until the next Annual General Meeting.
c) Should at any time, the appointment of any director(s) who are members of the Branch be terminated under article D16, causing the number of directors who are not members of the
Branch to constitute more than one third of the total number of directors, then either:-
i) the directors must appoint a member of the Branch as a director, in accordance with article D15(b), or
ii) the directors may, notwithstanding article A5(c), permit the ratio of directors who are not members of the Branch to temporarily exceed one third of the total number of directors until a director can be appointed or until the next General Meeting, provided always that this ratio shall not exceed one half, or
iii) the necessary number of directors who are not members of the Branch shall cease to be directors. Should an sufficient number of such directors not volunteer to resign in accordance with article D16(a)v) the directors shall select which directors shall have their appointments terminated in accordance with article D16(a)ix)
d) The directors may, by agreement amongst themselves or by the direction of the members of the Club, take up various responsibilities as required.
e) At each General Meeting the existing directors must retire from office and may offer themselves for reappointment or re-election.
f) Only a person who is willing to act as a director, and is permitted by law to do so, and is a Member of the Club and is over the age of 18 may, subject to the above, be appointed to be a director.
g) In any case where, as a result of death, the Club has no members and no directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a director.
h) For the purposes of paragraph (g), where 2 or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member

D16. Termination of director’s appointment

a) A person ceases to be a director as soon as—
i) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law; ii) a bankruptcy order is made against that person;
iii) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
iv) a registered medical practitioner who is treating that person gives a written opinion to the Club stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
v) notification is received by the Club from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms; vi) that person ceases to be a Member of the Club; vii) that person retires automatically on rotation at each Annual General Meeting; viii) as otherwise agreed by the Members at a General Meeting.
ix) that person is the director selected by the directors to cease to be a director under article D15(c)iii)

D17. Directors’ remuneration

a) Directors are not entitled to remuneration for their services to the Club.

D18. Directors’ expenses

a) The Club may pay any reasonable expenses which the directors properly incur in connection with their attendance at—.
i) meetings of directors or committees of directors,
ii) general meetings, or separate meetings of the holders of debentures of the Club, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Club.

D19. Organisation Of General Meetings

a) The Club shall hold a General Meeting in May or June of every calendar year, within six months of the end of the Accounting Reference Period, as its Annual General Meeting at such time and place as may be determined by the directors, and shall specify the meeting as such in the notices calling it.

b) Notice of the meeting and the agenda thereof shall be sent by post or otherwise transmitted to all paid-up members not less than twenty-one (21) days prior to the meeting The notice of the meeting shall include the general nature of matters to be discussed. Details of those Members standing for election as directors of the Club pursuant to article D15(a)ii) need not be given until the start of the meeting. The notice shall also include the text of any motion proposed by the directors. Any member may propose amendments to such motion and may make any further motion for consideration at the meeting, but such amendments and further motions must be proposed and seconded in writing and delivered to the Secretary not less than fourteen (14) days before the meeting.

c) All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The directors may call an Extraordinary General Meeting at any time upon giving not less than fourteen (14) days’ notice thereof to be sent by post or otherwise transmitted to all paid-up members. The notice shall state the reasons for the meeting and include the text of any motion proposed for consideration thereat. Amendments to such motion may be proposed at the meeting.

d) The directors shall call an Extraordinary General Meeting upon receipt of a request to do so signed by not less than 10% of the paid-up members of the Club, provided that the request states the reasons therefore and contains the text of the motion(s) proposed for consideration thereat. The provisions outlined in article D19(c) for the giving of notice and their content also apply to requisitioned meetings.

D20. Attendance and speaking at general meetings

a) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
b) A person is able to exercise the right to vote at a general meeting when—
i) that person is entitled to vote, during the meeting, on resolutions put to the vote at the meeting, and
ii) that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
c) The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
d) In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
e) Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.

D21. Quorum for general meetings

a) No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum.

D22. Chairing general meetings

a) The Chairman shall chair general meetings if present and willing to do so.
b) If the Chairman is unwilling to chair the meeting or is not present within ten minutes of the time at which a meeting was due to start—
i) the directors present, or
ii) (if no directors are present), the meeting, must appoint a director or member to chair the meeting, and the appointment of the chairman of the meeting must be the first business of the meeting.
The person chairing a meeting in accordance with this article is referred to as “the chairman of the meeting”.

D23. Attendance and speaking by directors and non-members

a) The chairman of the meeting may permit other persons who are not members of the Club to attend and speak at a general meeting.

D24. Adjournment

a) If the persons attending a general meeting within half an hour of the time at which the meeting was due to start do not constitute a quorum, or if during a meeting a quorum ceases to be present, the chairman of the meeting must adjourn it.
b) The chairman of the meeting may adjourn a general meeting at which a quorum is present if—
i) the meeting consents to an adjournment, or
ii) it appears to the chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner
c) The chairman of the meeting must adjourn a general meeting if directed to do so by the meeting.
d) When adjourning a general meeting, the chairman of the meeting must—
i) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the directors, and
ii) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
e) If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Club must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given)—
i) to the same persons to whom notice of the Club’s general meetings is required to be given, and
ii) containing the same information which such notice is required to contain.
f) No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

D25. Voting at general meetings

a) The right to vote at the meeting shall be restricted to fully paid up members of the Club
b) A resolution put to the vote of a general meeting must be decided on a show of hands or by ballot, as the Chairman may decide and motions shall be carried by the affirmative votes of a simple majority of voting members present.
c) The directors may put any motion to the voting membership at any time by postal ballot.
Voting papers for such ballot shall be sent to all paid-up members not less than fourteen (14) days before the date on which the votes are to be counted. A motion put to postal ballot shall only be carried by a majority of affirmative votes cast by not less than 10% of the members of the Club entitled to vote at General Meetings.

D26. Errors and disputes

a) No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
b) Any such objection must be referred to the chairman of the meeting whose decision is final.

D27. Content of proxy notices

a) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which—
i) states the name and address of the member appointing the proxy;
ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
iv) is delivered to the Club in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.
b) The Club may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
c) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
d) Unless a proxy notice indicates otherwise, it must be treated as—
i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and
ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

D28. Delivery of proxy notices

a) A person who is entitled to attend, speak or vote (either on a show of hands or by ballot) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Club by or on behalf of that person.
b) An appointment under a proxy notice may be revoked by delivering to the Club a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
c) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
d) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointer’s behalf.

D29. Amendments to resolutions

a) An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if—
i) notice of the proposed amendment is given to the Club in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chairman of the meeting may determine), and
ii) the proposed amendment does not, in the reasonable opinion of the chairman of the meeting, materially alter the scope of the resolution
b) A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if—
i) the chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and
ii) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
c) If the chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chairman’s error does not invalidate the vote on that resolution.

E – EQUIPMENT

E1

The Club may purchase and maintain equipment for the use of its members in accordance with the Club Objects. The use of such equipment shall be in accordance with such rules and restrictions as the directors, or the Branch Committee (for diving related equipment), shall decide.

F – SOCIAL

F1

The directors may organise social activities for Club members in accordance with the Club Objects, and may delegate responsibility to a Social Secretary or others.

G – PREMISES

G1

The Headquarters of the Club shall be at Cottonmill Swimming Pool, St Albans, or at such other location as may be decided by the Club in General Meeting, provided however, that the directors may at any time designate an alternative venue which shall be the interim Headquarters until the change of venue has been voted upon by the Club.

G2.

The Club premises shall be open at the discretion of the directors within the permitted hours authorised by the local authority.

H – MEMBERS’ BAR

H1

The directors may establish and manage a bar in accordance with the Registered Clubs provisions of the Licensing Act 2003 for the purchase sale and supply of intoxicating liquor to members of the Club and their guests.

H2

Under no circumstances shall intoxicating liquor be sold or supplied to:-
a) Members of the general public.

H3

Bar staff must be members of the Club. Non members, Temporary members or any members under 18 are not permitted behind the bar.

H4

Payment to bar staff by the Club is not permitted. 

H5

The bar shall be open during such hours as the directors shall from time to time determine within the permitted hours authorised by the local Licensing Authority

H6

No intoxicating liquor shall be consumed on the premises other than that which is supplied by the Club.

H7

A member authorised by the directors to hold bar keys, must be present at all times the bar is open, and must either lock the bar securely on departure, or hand over the responsibility for so doing to another such authorised member.

H8

The directors shall draw up and update as necessary, a Considerate Neighbour Policy, which shall stipulate the measures that are to be taken to avoid any nuisance being caused to neighbours

I – ADMINISTRATION ARRANGEMENTS

I1. Secretary

a) The Branch Members may appoint any Member of the Club who is willing to act as the joint Branch and Club Secretary at the Annual General Meeting for such term and upon such conditions as they may think fit and from time to time remove such person and, if the Members so decide, appoint a replacement. The directors may appoint any Member of the Club who is willing to act as the secretary to fill any vacancy of the position. Any member so appointed shall retain their office only until the next Annual General Meeting, at which point they must retire on rotation, but they shall be eligible for re-election.

I2. Means of communication to be used

a) Subject to the articles, anything sent or supplied by or to the Club under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Club.
b) Subject to the articles, any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents for the time being.
c) A director may agree with the Club that notices or documents sent to that director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

I3. Provision for employees on cessation of business

a) The directors may decide to make provision for the benefit of persons employed or formerly employed by the Club or any of its subsidiaries (other than a director or former director or shadow director) in connection with the cessation or transfer to any person of the whole or part of the undertaking of the Club or that subsidiary.

I4. Directors’ Indemnity

a) Subject to paragraph (b), a relevant director of the Club or an associated club may be indemnified out of the Club’s assets against—
i) any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the Club or an associated club,
ii) any other liability incurred by that director as an officer of the Club or an associated club.
b) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law. c) In this article—
i) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate, and
ii) a “relevant director” means any director or former director of the Club or an associated club.

I5. Directors’ Insurance

a) The directors may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant director in respect of any relevant loss. b) In this article—.
i) a “relevant director” means any director or former director of the Club or an associated club,
ii) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant director in connection with that director’s duties or powers in relation to the Club, and
iii) companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.

J – HEALTH AND SAFETY

J1.

All Club activities will be subject to Risk Assessments as determined from time to time by the directors.

J2.

All Branch activities will be subject to such safety rules and guidelines as determined by the Branch.

K – WELFARE

K1.

The Club will adopt the current policy of the British Sub Aqua Club in respect of the welfare of vulnerable persons.

L – CHANGES TO THESE ARTICLES

L1. Changes to these articles

a) These articles may only be amended in a General Meeting in accordance with the affirmative votes of a majority of 51% of those full voting (Class 1 under article B1(a)) members of the Club who are present at the meeting.

b) Changes in these articles must be advised to the relevant licensing authority within 28 days (Licensing Act 2003 82(6)). A copy of the amended articles must be sent to Companies House within 15 days. Failure to comply with either of these requirements may be a criminal offence.