Canoe Wales Mem & Arts 2010
Canoe Wales AGM October 2010
MEMORANDUM OF ASSOCIATION
The Companies Acts 1948 to 1985 Company Limited by Guarantee and not Having Share Capital
MEMORANDUM OF ASSOCIATION OF CANOE WALES – CANW CYMRU (FORMERLY KNOWN AS WELSH CANOEING ASSOCIATION - CYMDEITHAS GANWA CYMRU)
1. The name of the company (hereinafter called ‘the Association’) is CANOE WALES – CANW CYMRU
2. The registered office of the Association will be situated in Wales.
3. The objects for which the Association is established are:
a) To acquire the assets and undertaking of the unincorporated Association called the Welsh Canoeing Association and with a view thereto to enter into any agreement or agreements for that purpose.
b) To act as the Association governing the sport and recreation of canoeing and the sport and recreation of rafting in Wales on behalf of the British Canoe Union and with National or area canoe Associations in the several parts of the territories, as may be appropriate and expedient, and all references to ‘canoeing’, ‘canoe’ and ‘canoeist in subsequent paragraphs shall, unless the context otherwise requires, be construed as the corresponding terms as they apply to rafting.
c) To encourage and help all, especially young people, to promote their health, wellbeing and education, to develop their self-reliance and independence, and to acquire a greater knowledge, enjoyment and care of the countryside through the use of canoes and kayaks in competitive and recreational activities, especially when carried on in the open air, and including the practice of camping and kindred activities in connection with canoeing.
d) To promote canoeing in all its forms in ways compatible with the preservation and protection of the countryside and wildlife; to initiate, support and co-operate with others in proposals and activities calculated to assist in the promotion of the Association’s objects; and to combine or collaborate with other associations, bodies and organisations interested in water sport and recreation, the preservation of the countryside and access thereto.
e) To promote and organise, or assist in promoting and organising, canoeing meetings, regattas, championships, trials, training sessions, tours, rallies, demonstrations, festivals, and other competitive and recreational events; to select, train and administer competitors to represent the Association, or Wales or the United Kingdom, and give encouragement and support to canoe expeditions.
f) To give prizes, medals and other awards in connection with such events, and to enter into any agreements and make any arrangements which may be necessary or convenient in connection therewith.
g) To promote national and international co-operation and friendship by participating with canoeists and canoeing organisations in other countries in competitions, rallies and tours and by encouraging the arrangements of such events in Wales in which canoeists from other parts of the United Kingdom and other countries may take part.
h) To be a member of and co-operate with all such bodies, organisations and associations, whether within Wales and the United Kingdom or not, as may be thought fit by the Board of the Association which have as one of their objects the promotion of national and international goodwill through the medium of any of the activities referred to above, and in particular to represent the canoeists of Wales in such bodies, organisations or associations, and to present their views and interests to any appropriate authorities in the United Kingdom and in other countries.
i) To arrange and provide for, or join in arranging and providing for, the holding of courses of instruction and exposition in canoeing skills and techniques, the testing of skills and techniques, the establishment and conduct of a system of qualification for persons involved in such courses and testing, the establishment of standards of proficiency, the award of certificates or badges of attainment, and the promotion of safety in canoeing.
j) To make and enforce rules and regulations, and to formulate and issue guidelines concerning all forms and aspects of canoeing, the conduct and management of any of the canoeing events referred to above, to encourage a code of conduct for canoeists, and promote the observance of the code by its members and others.
k) To protect the interests of canoeists; to work for improved facilities for canoeing in Wales, and for greater access to and along Welsh inland waters and to coastal waters for the purpose of canoeing.
l) To promote, assist and support any administrative or legislative measure or any proposal which in the opinion of the Board of the Association may be calculated to improve such facilities and access; to oppose, by such action as may be deemed appropriate, measures, proposals or acts which in their opinion are likely to injure or reduce such facilities and access or to injure or destroy the amenities of any waterway for any user.
m) To create and promote by publicity and education an informed and interested public opinion on the value and importance of canoeing in its various forms; to provide by meetings, publications, exhibitions, lectures and addresses, displays of pictures, films, models or by any other means, the collection and dissemination of knowledge about canoeing and canoeing waters in Wales or abroad, and promote the provision or development of additional facilities.
n) To provide and supply information and advice to members concerning the practice of competitive and recreational canoeing by means of books, periodicals, magazines, journals, leaflets, advertisements or any other appropriate methods.
o) To foster the technical improvement and development of canoes, kayaks, canoeing equipment and other appliances and gear associated with canoeing.
p) To undertake, or support or assist the undertaking of, investigations and research relevant to the use of boats on Welsh inland and coastal waters, and the collection and collation of evidence relating to the right of passage in boats in Wales.
q) To arrange with any person, company, undertaking or organisation for the provision of services for members of the Association in respect of insurances, travel facilities, or the purchase of goods equipment and appliances.
r) To establish, constitute, and provide or support a specialised water rescue and safety service by canoeists on both inland and coastal waters.
s) To act as secretaries, managers and registrars, and to provide services of any sort whatsoever for any association, society, club, committee, body or person interested in or associated with the sport and recreation of canoeing.
And the Association shall have the following powers, exercisable in furtherance of its said objects but not otherwise, namely:
A) 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.
B) To sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the Association.
C) To prepare, print, produce, publish, sell or otherwise circulate, reports, surveys, books, articles, brochures, pamphlets, magazines, journals, periodicals, leaflets, advertisements, films, programmes for radio, television and all communications media as the Association may think fit.
D) To present, produce, promote, organise, manage and conduct any meetings, lectures, classes, debates, conferences, libraries, demonstrations or exhibitions as the Association thinks fit.
E) From time to time fix and charge such reasonable charges, fees, levies or prices as is thought fit for admission to or otherwise in respect of any such meetings, lectures, classes, debates, conferences, libraries, demonstrations or exhibitions as aforesaid or in respect of any services (including the publication, distribution and sale of literature and other material) to members or to the public or in respect of entry fees for events at the Association as well as admission charges and the like.
F) To borrow or raise money for the objects of the Association on such terms and on such security as may be thought fit. To enter into guarantees, contracts of indemnity, suretyship of all kinds.
G) To take and accept any gift of money, property or other assets, whether subject to any special trust or not, for any one or more of the objects of the Association.
H) To issue appeals and take such other steps as may be required for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise.
I) To draw, make, accept, endorse, discount, executive and issue promissory notes, bills, cheques and other instruments and to operate bank accounts.
J) To invest moneys of the Association not immediately required, 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 be imposed or required by law and subject also as hereinafter provided.
K) To make any donations in cash or assets, or establish or support, or aid in the establishment or support of, or guarantee, constitute or lend money (with or without security) to or for any charitable associations or institutions in any way connected with the purposes of the Association or calculated to further its objects.
L) To undertake and execute charitable trusts.
M) To engage and pay any person or persons or body whether on a full-time or part-time basis or whether as consultant or employee, to supervise, organise, carry on the work of, or advise the Association.
N) Subject to the provisions of Clause 4 hereof to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives and other dependents.
O) To amalgamate with any companies, institutions, societies or associations which shall have objects altogether or mainly similar to those of the Association.
P) To pay out of funds of the Association the costs, charges and expenses of, and incidental to, the formation and registration of the Association.
Q) To initiate support and co-operate with others in proposals and activities calculated to assist in the promotion of the objects of the Association.
R) To collect and receive money and funds by way of contributions, donations, subscriptions, legacies, grants or any other lawful method, and to accept and receive gifts of property of any description for or towards all or any of the objects of the Association.
S) To do all such lawful things as will further or are conductive and incidental to the attainment of the objects of the Association or any of them. Provided that:
i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
ii) The Association’s objects shall not extend to the regulation of relations between workers and employees or organisations of workers or trade unions and organisations of employers.
iii) In case the Association shall from time to time take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage, charge or lease the same without the same such authority approval or consent as may be required
4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise however by way of profit, to members of the Association paid by such salary or fees or receive any remuneration or other benefit in respect of such full-time office in money’s worth from the Association. Provided that nothing herein shall prevent any payment in good faith by the Association:
1) Of reasonable and proper remuneration to any Member, officer or servant of the Association (including even such as are members of its Board providing the same are only part-time as opposed to full-time officers or servants of the Association) for any services rendered to the Association and of travelling and out of pocket expenses of any officer or servant of the Association.
2) Of interest on money lent by a Member of the Association or of its Board at a rate per annum not exceeding 2% less than the minimum lending rate prescribed for the time being by the Bank of England or 3% whichever is the greater.
3) To any member of its Board of out of pocket expenses.
4) To any company of which a Member of the Association or of its Board may be a member holding not more than one hundredth part of the capital of such company.
5) Of reasonable and proper rent for premises demised or let by any Member of the Association or of its Board.
5. The liability of the Members is limited.
6. Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while he is a member, or within one year after he ceases to be a Member, for payment of the debts and liabilities of the Association contracted before he ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1.00 (one pound).
7. If upon the winding up or dissolution of the Association 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 Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by Members of the Association at or before the time of dissolution and in so far as effect cannot be given to such provisions then to some charitable objects.
ARTICLES OF ASSOCIATION
THE COMPANIES ACTS 1948 TO 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF CANOE WALES – CANW CYMRU (FORMERLY KNOWN AS WELSH CANOEING ASSOCIATION - CYMDEITHAS GANWA CYMRU)
1. In these presents the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:-
The Act The Companies Act 1948
These Presents These Articles of Association
The Association The above-named Company
The Board The Board of Directors
President The President of the Association
Vice President A Vice President of the Association
Chairman Chairman of the Board
Vice Chairman Vice Chairman of the Board
Secretary The Secretary of the Association
Full Individual Member A Member of the Association as defined in Article 5(1) (a)
National Association A National Association of canoeists and canoe clubs in England in Wales in Scotland or in Northern Ireland
The Office The registered office of the Association
The Seal The Common Seal of the Association
The United KingdomGreat Britain and Northern Ireland together with the Isle of Man and the Channel Islands
Month Calendar Month
The Statutes The Act and every statutory modification or re-enactment thereof for the time being in force
In Writing Written, printed or lithographed, or partly one and partly another, and other modes of representing or reproducing words in visible form
And words importing the singular number only shall include the plural number, and vice versa.
Words importing the masculine gender only shall include the feminine gender, and words importing persons except the word ‘individual’ shall include corporations and other organisations and clubs.
Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Association, shall, if not inconsistent with the subject or context, bear the same meanings in these presents.
2. The Association is established for the purposes expressed in the Memorandum of Association.
3. For the purposes of registration the number of members of the Association is declared to be unlimited.
4. The provisions of Section 110 of the Act or any statutory modification or re-enactment thereof shall be observed by the Association, and every Member of the Association (not having subscribed the Memorandum and Articles of Association) shall sign a written application for membership in such form and containing such particulars as the Board may from time to time determine. The Board may in its absolute discretion accept or reject any person or body applying for membership.
5. 1) The membership of the Association (hereinafter referred to as ‘The Members) shall consist of:-
a) Full Individual Members: Members of the Association who are elected and/or admitted as such by the Board and who pay the subscription (if any) applicable thereto. Full Individual Members shall be entitled to exercise all the rights and shall be subject to all the liabilities conferred by the Statutes or these Presents or the Memorandum of Association of the Association or specified in regulations made by the Board in accordance with Article 36(b) and (c).
b) Other Members: Such other Members of the Association of such classes and having such rights and obligations (including such obligations contained in the Memorandum of Association) as may be determined and defined by the Board from time to time and specified in regulations made by the Board in accordance with Articles 36 (b) and (c) but not (unless sanctioned by the Association in General Meeting) having any right to speak or vote at General Meetings.
2) Subject to Article 4 any individual of any nationality and any organisation within the United Kingdom that supports the objects of the Association shall be eligible for admittance as a Member of the appropriate class.
3) The Secretary shall forthwith notify every candidate for membership that has been accepted by the Board that he has been admitted as a Member of the Association.
4). Any person on agreeing to become a member and having been accepted as a member of the Association shall be deemed to have agreed to be bound by these presents, the Memorandum of Association and the regulations of the Association referred to herein whether or not he shall have signed a written statement to that effect.
These regulations include: code of ethics, child protection policy, equal opportunities policy, revalidation of coaches, statement of physical competence, doping policy.
6. The first Members of the Association shall be:- i) The subscribers to the Memorandum of the Association and ii) Every person or body who at the date of incorporation of the Association was a member of the unincorporated association known as Canoe Wales and who shall have consented to become a Member of the Association and who shall if required have signed and delivered to the Secretary the form of membership prescribed from time to time by the Board and each such member shall be of the class of Members of the Association corresponding to the class of members of the said unincorporated association to which he belonged.
Every Member of the Association who shall previously to his becoming a Member of the Association have paid his current subscription due as a member of the said unincorporated association shall not be liable to pay any further sum by way of subscription to the Association in respect of his then class of membership for the period covered by his subscription to the said unincorporated association. The Board may make such adjustments as it in any particular case or cases may deem appropriate.
7. (a) The Members shall pay to the Association such single or annual or other periodic subscriptions and accept such terms and conditions of membership or any changes therein and shall pay such other fees or sums in respect of the use of any of the facilities activities or services of the Association as the Board may from time to time determine.
(b A Member may resign as a Member on giving written notice before the date in any one year on which his membership is due to expire (or such other dates as may be determined by the Board) Failure to give such notice shall render such Member liable to pay the whole of the subscription due in respect of the class of membership concerned for the following year.
8. If a Member shall resign or fail to pay the due subscription within two months after the date referred to in Article 7(b) he shall be deemed to have withdrawn from the Association and that Member’s name shall be erased from the Register of Members; provided that it shall be in the discretion of the Board to restore his or its name and membership rights on payment of the arrears due.
9. (a) Any refusal or neglect by any Member to comply with these Presents or the regulations of the Association or who fails to abide by the terms of any agreement relating to Members of the provision of facilities entered into by the Board on behalf of the Association or the committing of conduct considered by the Board in its absolute discretion to be disgraceful or opposed to the general interests of the Association or the sport of canoeing shall render the Member concerned liable to suspension or expulsion from the Association on the passing of a resolution to that effect by the Board.
(b) At least 21 days before the Board meeting at which the matter is to be considered, the member shall be given written notice of the Board ’s intention to consider the matter, shall be informed that the outcome could entail his/her suspension or expulsion, and shall be given an opportunity of making, orally or in writing, any explanation or defence her/she may think fit.
(c) The procedure laid down in Rule 9a shall apply in dealing with a member of an affiliated organisation who is not an individual member, except that the committee of that organisation shall be consulted by the Board whenever possible before notification is sent to the member.
(d) The Board may suspend or expel any Member of the Association at the request of the committee of an organisation which is a Member of the Association and of which he is also a member.
(e) The Board may hear appeals against suspension or expulsion from membership of such organisations referred to in Article 9(b) if such appeals are permitted by the rules of that organisation.
(f) A Member suspended or expelled under these Presents shall forfeit all rights in, and claims upon, the Association or its property.
(g) A member who has been suspended or expelled shall not be eligible for election as an Officer, member of the Board or any of the Association’s committees.
(h) A member who has been suspended or expelled shall not be eligible to compete or officiate at any event organised on behalf of the Association or by an Affiliated Club.
(i) An affiliated member may not retain in membership any person who has been suspended or expelled from the Association. All affiliated members shall be notified of any suspension or expulsion.
(j) An individual member who has been suspended or expelled has the right of appeal to a General Meeting of the Association. If that meeting is called for that purpose then the appellant must bear all the costs of holding that meeting, eg. room hire, printing and postage costs involved in informing members and travelling expenses of Board members. In this case an adequate deposit must be sent when giving notice of appeal which would be returned only if the appeal were successful.
10. The rights and liabilities of Members shall not be transferable.
DIRECTORS AND OFFICE HOLDERS
11.1 "11.1 (a) The Directors of the Association for the purposes of the Act shall be the Chairman, Vice-Chairman, Treasurer, Honorary Secretary (if any), Chairman of the National Coaching and Competitions Committee and up to 7 members elected from the Annual General Meeting.”
(b) The Annual General Meeting of the Association shall elect Chairman, Vice-Chairman and Treasurer and unless and for so long as the position of Secretary shall be filled by a paid employee of the Association the meeting shall also elect a Secretary. Such elective offices shall be honorary.
(c) The term of office of the Chairman, Vice Chairman, Treasurer and Secretary (if honorary) shall be for two years ending at each Annual General Meeting in the year in question and they shall be eligible for re-election. The Vice Chairman and Treasurer shall retire at the Annual General Meeting one year and the Chairman and Honorary Secretary, if any, at the Annual General Meeting in the following year. Upon the appointment of a paid Secretary, the Honorary Secretary shall vacate his office.
(d Nominations for the positions of Chairman, Vice Chairman, Honorary Secretary and Treasurer shall be put forward in the form of a motion under the terms of Article 18(b). If more than one nomination is received for any office, the election shall be at the Annual General Meeting, the result being declared at such Meeting.
(e) The President and the Vice-President shall be elected at the Annual General Meeting upon the recommendation of the Board for such period or periods as may be determined.
(f) In the event of a casual vacancy in respect of such offices, the Board may appoint another eligible person to act for an appropriate period but not beyond the next General Meeting.
11.2 (a) A Member who is not a Full Individual Member or any individual (whether a member of the Association or not) who is a full time employee of the Association shall not be eligible for appointment or election as a director or to serve on any committee of the Association other than as a non-voting co-opted member thereof.
(b) The commercial interest of members of the Board and any committee must be fully disclosed.
12. The affairs of the Association shall be managed by the Board in accordance with Article 36 and by any committees of the Association to the extent that such duties shall be delegated thereto by the Board in accordance with Article 42.
13. (a) The Directors of the Association for the purposes of the Act shall be the Chairman, Vice-Chairman, Treasurer, Honorary Secretary (if any), Chairman of the National Coaching and Competitions Committee and up to 7 members elected from the Annual General Meeting. The Association may from time to time in General Meetings increase or reduce the number of members of the Board and determine in what rotation such increased or reduced numbers shall go out of office and may make appointments necessary for effecting any such change.
(b) The elected members on the Board shall retire after two years and shall be eligible for re-election. Three of them shall retire at the General Meeting when the Treasurer retires and the remaining three the following year. If necessary after an election of elected members lots shall be drawn as to which of them is to retire at the next Annual General Meeting. In the event of a casual vacancy amongst the elected members other than in the ordinary course of retirement the Board may appoint another eligible person to serve until the next Annual General Meeting.
(c) Nominations of candidates for election to the Board shall be put forward in the form of a motion under the terms of Article 18(b).
(d) The Board may co-opt as supernumerary members for such period as they may determine, full Individual Members or other persons possessing knowledge or qualifications that will assist in the conduct of the Associations’ affairs: Provided that (i) such supernumerary members shall have no vote; and (ii) the number of members of the Board and the other supernumerary members shall not exceed the prescribed maximum number of Board members by more than five.
(e) Four members of the Board having the right to vote at Board meetings shall form a quorum at a meeting of the Board.
14. The Board shall, subject to Section 21(5) of the Companies Act 1976, have power to appoint and from time to time to remove the Secretary on such terms as the Board shall from time to time determine (and the provisions of Sections 177 and 179 of the Act shall apply to such office) and to appoint or dismiss such employees or consultants as it thinks fit and to determine the powers and duties of the Secretary and Treasurer. The removal of the Secretary shall not, in the case of such person being a paid employee, by itself terminate such person’s contract of employment.
16. The Association shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Board and shall specify the meeting as such in the notices calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year.
17. All General Meetings, other than Annual General Meetings, shall be called Extraordinary General Meetings.
18 a) The Board may whenever they think fit convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition as is provided by Section 132 of the Act or within two months of the receipt of a requisition by 50 full Individual Members entitled to vote in accordance with Articles 29 and 31. Such requisition shall state in the form of a motion signed by two such Full Individual Members the resolution to be discussed.
b) Any motions for discussion at the Annual General Meeting not originating from the Board shall be signed by two full Individual Members entitled to vote in accordance with Articles 29 and 31 and lodged with the Secretary before such date as may be specified by the Board being not more than three and not less than two months before the date of such meeting.
19. Twenty-one days notice in writing at the least of every Annual General Meeting and of every other General Meeting (exclusive in every case both of the day on which it is served or deemed to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are entitled to receive such notices from the Association.
20. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
21. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Board and of the auditors, the election of members of the Board in the place of those retiring, and the appointment of the Auditors. At all General Meetings only the business notified in the agenda accompanying the notice shall be transacted. Amendments must be kept within the terms of the motion and the Chairman of the Meeting shall have power to refuse any amendment which substantially alters the intention of the motion.
22. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided fifteen Full Individual Members present in person shall be a quorum.
23. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of the Members, shall be dissolved. In any other case it shall stand adjourned until a time and place to be fixed by the Board.
24. The Chairman or in his absence the Vice-Chairman shall chair proceedings at every General Meeting, but if there be no such person present within fifteen minutes after the time appointed for holding the same, or if all such persons present shall be unwilling to preside, the Full Individual Members present shall choose a member of the Board, or if no such member thereof be present, or if all the members of the Board present decline to take the chair, the Full Individual Members present shall choose some Full Individual Member eligible to be a member of the Board who shall be present to preside.
25. The Chairman of the Meeting may with the consent of any such meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever such a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting. Save as aforesaid the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.
VOTING AT GENERAL MEETINGS
26. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands a poll is demanded. Unless a poll is taken, the declaration of the result of a show of hands by the Chairman of the Meeting shall be final. In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the Meeting shall be entitled to a second and casting vote.
27. A poll may be demanded by the Chairman of the Meeting or by at least three Full Individual Members present in person or by proxy. A demand for a poll may be withdrawn.
28. A poll on the election of the Chairman of the Meeting or on a question of adjournment must be taken forthwith. A poll on any other question shall be taken forthwith unless the Chairman of the Meeting shall decide that the matter should be dealt with by postal ballot. Any other business on the agenda may be proceeded with whilst awaiting the result of a poll, provided that the business does not bear any relation to the subject of the poll. The procedure for taking a poll shall be decided by the Chairman of the Meeting at which the poll is demanded.
29. Each Full Individual Members shall have one vote only.
30. A Full Individual Member shall be entitled to appoint another Full Individual Member as his proxy to speak and vote for him at a General Meeting. A proxy shall not be entitled to vote except on a poll. The instrument of proxy shall be in the following form: “I/We,.............................................................hereby appoint the Chairman of the Meeting or, failing him ............................................................................to be my/our proxy to vote and speak for me/us at the Annual/Extraordinary / General Meeting of the Association to be held on ..........................at..........................and at any adjournment thereof.” The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A person appointing and entitled to appoint a proxy may add specific instructions as to how the proxy shall vote on named motions appearing on the agenda and if he desire a person other than the Chairman of the Meeting to be the proxy he may strike out the words “Chairman of the Meeting or failing him” and insert the proxy’s name. The instrument of proxy must be lodged with the Secretary at least two clear days before the General Meeting.
31. No Member shall be entitled to vote in a postal ballot or poll, or to speak or vote either in person or by or as a proxy at a General Meeting unless all money due to the Association by him at the time has been paid.
32. Where a postal ballot is held a voting form shall be sent to each Full Individual Member as soon as possible and in the case of postal ballots held in pursuance of Articles 11(d) and 13(a) not later than 25 days before the Annual General Meeting.
33. The Board shall appoint a returning officer to whom completed voting forms shall be sent. Votes shall be valid only if received by the date specified in the voting form or if none is so specified at least four clear days before the Annual General Meeting.
34. The Board shall appoint a teller to assist the returning officer.
35. The accidental omission to send a voting form to, or the non-receipt of a voting form by any Member shall not invalidate a ballot.
POWERS OF THE BOARD OF DIRECTORS
36. a) The business of the Association shall be managed by the Board who may pay all such expenses of, and preliminary and incidental to, the promotion formation establishment and registration of the Association as they think fit and may exercise all such powers of the Association and do on behalf of the Association all such acts as may be exercised and done by the Association in addition to those hereby specifically conferred on the Board and as are not by the Statutes or by these Presents required to be exercised or done by the Association in General Meeting.
b) Subject to Article 36(c), the Board shall have the power from time to time to adopt, make, alter, add to, and revoke regulations for the carrying out of the objects and purposes of the Association and for the administration of the Association and rules for the observance of members (such rules and regulations being referred to herein as regulations); provided that such regulations are not inconsistent with the Memorandum of Association of the Association or these Presents. The Regulations set forth in the Schedule hereto (which shall not form any part of these Presents) shall apply from the date of incorporation of the Association as if they were regulations made by the Board under this sub-Article.
c) No Provisions in the regulations altering, adding to or revoking provision, in regulations made under sub-Article 36(b):-
i) defining classes of membership of the Association; or
ii) determining and defining the rights and liabilities and obligations of any class of membership for the purposes of Article 5(1) (a); or
iii) specifying Committees having the right to have representation in the National Coaching and Competitions Committee or the number, manner of appointment or election, or conditions of appointment or election, of the Full Individual Members whom they have the right to appoint or elect; shall have any effect until they have been approved by the Association in General Meeting.
37. The Members for the time being of the Board may act notwithstanding any vacancy in their body.
38. If the members of the Board shall at any time be or be reduced in number to less than the number prescribed by or in accordance with these Presents, it shall be lawful for them to act as the Board for the purpose of admitting persons to membership of the Association, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.
39. The Board shall provide for the safe custody of the Seal and the Seal shall not be affixed to any deed or document except by the authority of a resolution of the Board and in the presence of one member of the Board and the Secretary or if there be no Secretary or if the Secretary is not capable of acting the Deputy Company and such Secretary or Deputy Secretary (as the case may be) and such one Director shall sign every instrument to which the Seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the Seal has been properly affixed.
DISQUALIFICATION OF DIRECTORS
40. The office of a Director shall be vacated:
A) If a receiving order is made against him or he makes any arrangement or composition with his creditors.
B) If he becomes of unsound mind.
C) If by notice in writing to the Association he resigns his office.
D) If he becomes prohibited from holding office by reason of any Court order made under the Companies Act 1948-1985.
E) If he is removed from office by a resolution duly passed pursuant to Section 184 of the Act. Section 185 of the Act shall not apply.
F) If he ceases to be a member of the Association.
PROCEEDINGS OF THE BOARD
41. The Board may meet together for the dispatch of business, adjourn and otherwise regulate by standing orders or in any other way their meetings as they think fit, provided that at least two such meetings shall be held in each year.
42. a)The Board may from time to time constitute, establish or appoint such standing committees and other committees and sub-committees as it may deem necessary and may delegate to any such committee such of the powers and duties of the Board (including the power to appoint committees and sub-committees, the power to appoint additional members thereof, the power to regulate their procedure and the power to delegate powers and duties) as it may think fit.
b) Such committees and sub-committees shall consist of such member or members of the Board or of the Association as the Board may think it desirable to appoint or as may be elected or appointed in accordance with constituting rules approved by the Board and such other person or persons (if any) as the Board may think it desirable to appoint or may be appointed under the said rules taking into account the position and qualifications of any such person or persons and the purpose or purposes for which any such committee or sub-committee has been appointed or constituted. The Chairman and the Vice-Chairman shall be ex-officio members of all such committees and sub-committees.
c) In the exercise of the powers so delegated any committee and sub-committee so formed shall be governed by the provisions of these Presents for the meetings and proceedings of the Board so far as applicable and so far as the same shall not be superseded by any regulations made by the Board and shall observe any conditions and limitations attached to the delegation.
d) The committees and sub-committees established and appointed in accordance with the constitution of the unincorporated body known as the Welsh Canoeing Association and in existence at the date of incorporation of the Association shall be committees and sub-committees of the Association as if they were established or appointed under this Article, and the powers and duties assigned to them by the Rules of the said unincorporated body or delegated to them by the Board of that body and the conditions applicable thereto shall apply as if specified in accordance with this Article. Notwithstanding the foregoing such changes to the aforesaid committees and sub-committees may be made by the Board from time to time in accordance with Articles 42 (a), (b) and (c).
e) The Board shall cause proper minutes to be made of appointments of the Officers of the Association and of the proceedings of the Board and of committees of the Association, and all business transacted at such meetings, and all such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
f) A resolution in writing signed by all the members for the time being of the Board or of any sub-committees of the Association who are entitled to receive notice of a meeting of the Board or of such committee shall be as valid and effectual as if it had been passed at a meeting of the Board or by any committee or sub-committee of the Association, or of such committee duly convened and constituted.
43. All acts bona fide done by any meeting of the Board or by any committee or sub-committee of the Association, or by any person acting as a member of the Board or any such committee or sub-committee, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member 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 or had duly continued in office and was qualified to be a member of the Board, committee or sub-committee, as the case may be.
44. The Board shall cause accounting records of the Association to be kept in accordance with Section 12 of the Companies Act 1976 (or as the same may be hereinafter amended or altered).
45. Accounting records shall be kept at the Office or, subject to Section 12(6) and (7) of the Companies Act 1976, at such other place or places as the Board shall think fit, and shall always be open to the inspection of the members of the Board.
46. The Board shall from time to time determine whether to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to inspection of Members of the Association not being members of the Board and no member (not being a member of the Board) shall have any right of inspecting any account or book document of the Association except as conferred by Statutes or authorised by the Board or by the Association in General Meeting.
47. At the Annual General Meeting in every year the Board shall lay before the Association a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Association) made up to date not more than seven months before such meeting together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Board and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting, subject nevertheless to the provisions of Section 158 (1) (c) of the Act, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors’ report shall be open to inspection and be read before the meeting as required by Section 14 of the Companies Act 1967.
48. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.
49. Auditors shall be appointed and their duties regulated in accordance with Sections 13 to 18 of the Companies Act 1976.
50. A notice may be served by the Association upon any Member, either personally or by sending it through the post in a prepaid letter, addressed to such Member at his registered address as appearing in the Register of Members.
51. Any Member described in the Register of Members by an address not within the Wales, who shall from time to time give the Association an address within the Wales at which notices may be served upon him at such address, but, save as aforesaid and as provided by the Act, only those Members who are described in the Register of Members by an address within the Wales shall be entitled to receive notices from the Association.
52. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.
53. Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles.
54. Subject to the provisions of Section 205 of the Act, these Presents and the Memorandum of Association of the Welsh Canoeing Association, the Board, the Secretary and the holder of any office of the Association shall be entitled to be indemnified against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his responsibilities relating to the Association.
THE SCHEDULE referred to herein REGULATIONS OF - CANOE WALES – CANW CYMRU (FORMERLY KNOWN AS WELSH CANOEING ASSOCIATION - CYMDEITHAS GANWA CYMRU)
REGULATIONS MADE in accordance with Article 36(b) of the Article of Association of the Association (‘the Articles’) relating to Classes of Membership of the Association for the purposes of Article 5 of the Articles and the rights and obligations of such Members.
1. There shall be the following classes of membership of the Association: Full Individual Members, Youth Individual Members, Family Individual Members, Affiliated Members and Associates, or such other as the Board may from time to time decide.
2. Full Individual Members are Members as defined in Article 5 (1) (a) of the Articles.
3. Such Full Individual Members shall have, in addition to all the rights and obligations specified in the Articles and the Statutes,
a) the right to fly the Association’s pennant and wear tie and badges etc., and, subject to any additional regulations of the Association, to participate in and attend canoeing events recognised by the Association and compete in international events on behalf of the Association(subject to the Associations eligibility rules), they may obtain canoeing advice, and the Association’s publications at reduced prices (where applicable), and avail themselves of such facilities and services as the Association from time to time provide.
b) he right to speak and vote at General Meetings of Canoe Wales and the right to participate fully in such elections as are conducted by the Canoe Wales.
4. Youth Individual Members are Members of the Association who are under the age of 18 years on January 1st of the year in which the subscription is due to be paid and who pay the subscription applicable to this class of membership.
5. Family Individual Members are Members of the Association who are the second or subsequent members of the same family household as a Full Individual Member and who pay the subscription applicable to this class of membership.
6. Youth and Family Individual Members shall have the right to fly the Association’s pennant and wear tie and badges etc., and, subject to any additional regulations of the Association, to participate in and attend canoeing events recognised by the Association and compete in international events on behalf of the Association. They may obtain canoeing advice, and the Association’s publications at reduced prices (where applicable), and avail themselves of such facilities and services as the Association shall from time to time provide; but they shall not be eligible to be office holders of the Association, to vote in a postal ballot, or speak or vote at General Meetings or meetings of Committees established in accordance with Article 42.
7. Affiliated Members are canoe clubs or other organisations who have active canoeists among their membership and who pay the subscriptions applicable to this class of membership.
8. Affiliated members shall have the right to seek the Association’s recognition of their canoeing events, to obtain advice, to have access to the Association Register of Members for the purpose of recruiting and such other facilities and services as the Association shall from time to time provide.
9. Associates are organisations (not being canoe clubs) and individuals who wish to support the objects of the Association and that pay the subscriptions applicable to this class of membership.
10. Associates shall be entitled to obtain such information and advice as the Board shall from time to time decide, and shall have no speaking or voting rights at any meeting of the Association.
11. Honorary Membership may be conferred by the Board upon such persons as it may determine for such a period and with such rights as it may decide.
12. Save as provided therein Associates and Honorary Members shall have no other rights nor be subject to any obligations referred to in the Memorandum of Association of the Association or the Articles.
PART II - REGULATIONS MADE under Article 36(b) for the carrying out of the objects and purpose of the Association and for the administration of the Association
1. Eligibility - In order to be eligible to represent Wales in any team, the person must be an individual Canoe Wales member. He / she must have been born in Wales or have one of both parents of Welsh nationality, or have resided in Wales for the past three years.
2. Bilingualism - All publications and publicity material, when possible, shall be bilingual. The decision for material not to be bilingual must be made by the Board.
3. Drug Abuse and
3.1 Doping is strictly forbidden.
3.2 In the area of anti-doping, Canoe Wales defers to the jurisdiction of the British Canoe Union.
3.3 Further to clause 3.2:
a. the anti-doping rules of the British Canoe Union (the ‘Anti-Doping Rules’) apply to the sport of Canoeing in Wales; and
b. persons participating in the sport of Canoeing under the jurisdiction of Canoe Wales who qualify as ‘Participants’ (as that term is defined in the Anti-Doping Rules) are bound by and must comply in all respects with the Anti-Doping Rules.
3.4 Canoe Wales shall recognise and take all necessary steps to give full force and effect within its jurisdiction (a) to the Anti-Doping Rules; and (b) to any sanction(s) imposed under the Anti-Doping Rules.