COMPANIES ACTS 1963 TO 2013
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
IRISH NATIONAL DARTS ORGANISATION LIMITED
adopted on 2ND MARCH 2014
at the GREVILLE ARMS HOTEL, MULLINGAR.
1. The name of the company is Irish National Darts Organisation Limited (the “Company”).
2. The Registered Office of the Company will be situate in Ireland.
3. The main objects for which the Company is established are: -
(a) To promote and encourage either on its own or in conjunction with others the popularity of, interest and participation in, and foster the skills and growth of the game of darts in all its variations and in every aspect, social, competitive or professional in Ireland.
(b) To promote the teaching and practice of the game of darts in accordance with current best practice.
(c) To draw up, publish and enforce uniform rules and regulations for the control and regulation of the game of darts in Ireland and to deal with any infringement thereof.
3.1. In pursuance of the above objectives the Company shall:
(a) Have a focus which continues to emphasise the overall development, safety, health and welfare at all levels within the sport;
(b) Enforce, through its rules and regulations, the Irish Anti-Doping Rules as published by the Irish Sports Council as amended from time to time;
(c) Co-operate and comply with the regulations of the World Darts Federation and to co-operate with such sporting associations as the Company shall from time to time approve; and
(d) Promote through its rules and regulations, adherence to the Child Protection Guidelines issued by the relevant regulatory authorities in Ireland and as amended from time to time.
3.2. In pursuance of the above objectives the Company shall have the power:-
(a) To initiate, establish, and administer dart clubs, and associations and organise, publicise, control and adjudicate competitions either local, regional, national or international either on its own or in conjunction with others, and to negotiate commercial contracts between exponents of the game of darts and manufacturers of sports equipment, national or international press, media, film and/or television interests;
(b) To publicise in any media the game of darts, its participants and exponents, to study and research the varying design and success of darts, flights and boards and other equipment associated with the game of darts, and the technique and playing of the game and to study and record the history and tradition and variations of the game of darts within Ireland;
(c) To subscribe to and become a member of and to co-operate with any other associations, clubs, or bodies, interested in or concerned with the purposes, the promotion of which forms one of the objects for which the Company is established;
(d) To carry on any business which may be seen by the Company as capable of being conveniently carried on in connection with the above main objects or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property rights or interests;
To borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit and to secure the payment of money by the issue of or upon debentures or debenture stock, perpetual, terminable or otherwise, or bonds or other obligations, charged or not charged upon, or by mortgage, charge, hypothecation, lien or pledge of the whole or any part of the undertaking, property, assets and rights of the Company, both present and future, and generally in such other manner and on such terms as may seem expedient, and to issue any of the Company’s securities, for such consideration and on such terms as may be thought fit, including the power to pay interest on any money so raised or borrowed and also by a similar mortgage, charge, hypothecation, lien or pledge, to secure and guarantee the performance by the Company of any (a) obligation or liability it may undertake, and to redeem or pay off any such securities;
(b) To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, circular notes and other mercantile instruments;
(c) Subject to such consents as may be required by law, to acquire by purchase, lease, hire, exchange, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or interest, whether immediately or reversionary, and whether vested or contingent: any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances and to hold and farm and work or manage or otherwise acquire and to hold, manage, develop, sell, dispose of, lease or deal in any way with any real or personal property, moveable or immovable, and any interest therein either absolutely or conditionally and in particular any land, buildings, offices and any rights or privileges necessary or convenient for the purposes of the Company and to manage, develop, sell, demise, let, mortgage, charge, dispose of, turn to account or otherwise deal with all or part of the same with a view to the promotion of the objects of the Company, and to construct, erect, alter, improve and maintain any buildings which may be from time to time required for the purposes of the Company;
(d) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principle amounts and interest of any person, firm or Company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company’s holding company or a subsidiary or associated company;
(e) To purchase or otherwise acquire and carry on the whole or any part of the business property, goodwill and assets of any company carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company, or possessed of property suitable for the purposes of the Company, and as part of the consideration for any of the acts or things aforesaid or property acquired to undertake all or any of the liabilities of such company or to acquire an interest therein, amalgamated with or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such company and to give, issue or accept cash or any shares, debentures or other securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures or securities so received.
(f) To publish any newspapers, periodicals, books, leaflets or other publications which the Company may consider desirable for the promotion of any of its objects;
(g) To adopt, publish, amend and administer from time to time standards of eligibility for membership of the Company and for competing in events promoted by the Company as may be determined by the Company in accordance with its constitution, rules and regulations and to do all such acts and things necessary to ensure conformity to and compliance with such codes and standards as may be adopted or promulgated by the Company and to govern members, competitors and/or coaches or persons in any way connected with the objectives of the Company;
(h) To levy, charge, collect and receive subscriptions, levies, fees and other payments from persons whether members of the Company or not and to expend the same in furthering all or any of the objects of the Company or providing for the expenses of the Company;
(i) To create, maintain, invest and deal with any reserve, sinking funds or monies of the Company not immediately required for its purposes in or upon such investments, securities or property as the Company thinks fit for redemption of obligations of the Company or for depreciation of works or stock, or any other purpose to advance the main objects of the Company;
(j) To lend any such money to any other companies, institutions, societies, foundations or associations having objects altogether or in part similar to those of the Company or to any individuals or firms for any purpose similar to such objects and that on such terms as to security or otherwise as the Company thinks fit subject nevertheless to such conditions and such consents as may for the time being be imposed or required by law and subject also as hereinafter provided;
(a) To enter into and carry out contracts for the benefit of the Company;
(b) To employ and pay all such Servants as may be required for the purposes of the Company and to make provision for the payment of pensions and superannuation to or on behalf of employees and their widows or other dependents as the Company shall see fit;
(c) To establish, promote, support and otherwise assist any company or companies, associations, clubs or body for the purpose of furthering any of the objects of the Company including to promote any company for the purpose of acquiring all or any of the property or liabilities of the Company, or if undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of or render more profitable any property, assets or business of the Company, or for any other purpose which may see directly or indirectly calculated to benefit the Company.
(d) To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to the Company’s main object(s), and to obtain from any such government authority or company, any charters, contracts, decrees, rights, privileges and concessions and to carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions.
(e) To amalgamate with any one or more Company, institutions, associations, clubs, societies, foundations or bodies having objects altogether or in part similar to those of the Company and which prohibit the distribution of its or their income and property amongst its or their members to the extent at least as great as imposed by the Company under or by virtue of Clause 4 hereof;
(f) To transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more company, institutions, associations, clubs, societies, foundations or bodies with which the Company is authorised to amalgamate or to any Company which it is hereby authorised to establish, promote and otherwise assist;
(g) To promote freedom of contact and to resist, insure against, counteract and discourage interference therewith to join any lawful federation, union, association or party and to contribute to the funds thereof, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike movement or organisation which may be thought detrimental to the interest of the Company or its employees and to subscribe to any association or fund for any such purposes;
(h) To procure the Company to be registered or recognised in any foreign country, colony, dependency or place;
(i) To pay all or any expenses of, incidental to or incurred in connection with the formation and incorporation of the Company and the raising if its loan capital, or to contract with any person or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any debentures or securities of the Company;
(j) To do all or any of the above things on any part of the world, and as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone in partnership or conjunction with any person or company, and to contract for the carrying on of any operation connected with the Company’s main object by any person or company; and
(k) To do all such other lawful things as will be deemed incidental or to further the attainment of the objects of the Company.
4. The income and property of the Company shall be applied solely towards the promotion of its main objects as set forth in this Memorandum of Association. No portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit, to the members of the Company. No Director or member of the governing body shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company. However nothing herein shall prevent any payment in good faith by the Company of:
(a) reasonable and proper remuneration to any member, officer or servant of the Company (not being a Director or member of the governing body ), for any services rendered to the Company;
(b) interest at a rate no exceeding 5% per annum on money lent by any Director or other member of the Company to the Company;
(c) reasonable and proper rent for premises demised and let by any member or Director of the Company to the Company;
(d) reasonable and proper out of pocket expenses incurred by any Director in connection with attendance to any matter affecting the Company; and
(e) fees, remuneration or other benefit in money’s worth to any Company of which a Director may be a member holding not more than one hundredth part of the issued capital of such Company.
6. The liability of the members is limited.
7. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the Company being wound up while he is a member, or within one year afterward, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding €1.00.
8. If upon winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Company, but shall be given to some other institution having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 hereof such institutions or institution to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to such provision then to some charitable object.
9. No addition, alteration or amendment shall be made to the main objects of the Company or to clauses 4, 8, 9 and 10 of this Memorandum of Association for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
10. Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.
COMPANIES ACTS 1963 TO 2013
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
IRISH NATIONAL DARTS ORGANISATION LIMITED
as adopted on 2014
at
INTERPRETATION AND PRELIMINARY
1. In these regulations the following words and expressions shall have the following meanings unless there is something in the subject matter or context inconsistent therewith: -
“Acts” means the Companies Acts 1963 to 2013;
“AGM” or “Annual General Meeting” means the annual general meeting held by the Company;
“Articles” means the articles of association of the Company as may be amended from time to time by the Company at an AGM or EGM;
“Board” means the board of Directors for the time being of the Company;
“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Company” means the Irish National Darts Organisation Limited;
“County” means any one of the thirty two counties of Ireland;
“County Organisation” means, in respect of each County, the current organisation which has been nominated by the Company either pursuant to Article 41 or Article 42 to represent the interests of the Members resident in that County;
“Delegate” means, in respect of each County, the person appointed by the County Organisation of that County to represent the Members of that County at a general meeting of the Company in accordance with these Articles;
“Directors” means the directors for the time being of the Company;
“Disciplinary and Complaints Committee” means the committee established by the Company to investigate disciplinary and complaint issues and who shall be act under any rules or bye-laws established for that purpose;
“EGM” means an extraordinary general meeting of the Company;
“Election Cycle” means the period between AGMs held in two consecutive Election Years;
“Election Year” means any even-numbered year (including by way of example 2014, 2016, 2018 and so on)
“Ex Officio” means, in relation to a person who is an ex officio member of the Board or any standing Committee, committee, sub-committee or similar body (each of the foregoing a “Relevant Body”), that such person has the right to attend and speak at, but not to vote or be counted in the quorum for the purposes of, any meeting of a Relevant Body of which he or she is ex officio a member;
“Ireland” means the island of Ireland;
“Member” means an individual who is enrolled on the register of members held by the Company from time to time as a result of paying the relevant membership fee to the Company or as otherwise admitted by the Board in its sole discretion.
“Seal” means the common seal of the Company;
“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.
2. The regulations contained in Table C in the first scheduled to the Companies Act, 1963 shall apply to the Company, except to the extent that they are varied by these Articles.
MEMBERS
3. The number of members of the Company is unlimited. The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with these Articles shall be Members.
4. No person shall be admitted a Member of the Company unless he is approved by the Board. Every person who wishes to become a Member shall deliver to the Company an application for membership in such form as the Board require executed by him.
5. A Member may at any time withdraw from the Company by giving at least seven Clear Days’ notice, in writing, to the Company.
6. Membership shall be personal to the Member and shall not be transferable or transmissible by the act of the Member or by operation of law.
7. Membership shall automatically cease on any Member’s death, winding up or dissolution as the case may be.
8. The Board shall from time to time prescribe an application or subscription fee payable on admission to membership and an annual subscription and other periodic contributions payable by every Member. Such annual subscription and other periodic contributions may be determined for any category of membership as may be created by the AGM. Any increase authorised by the AGM shall take effect only from the commencement of the next financial year, unless otherwise agreed at the AGM.
9. Every Member must comply with the following conditions of membership:
(a) that he agrees to be bound by the Child Protection Guidelines and by the Code of Ethics;
(b) that he agrees to be bound by the Company’s complaints and disciplinary procedures including any adjudication or determination made by the Disciplinary and Complaints Committee;
(c) that he agrees to be bound by any other conditions as may be imposed by the Board on his category of membership from time to time, subject to the Acts; and
(d) that he agrees to comply with any rules, bye-laws and standing orders of the Company from time to time.
CESSATION/SUSPENSION/EXPULSION OF MEMBERSHIP
10. A Member shall forthwith cease to be a Member if he fails to pay any application fee or subscription or other contribution for which he becomes liable whilst he is a Member within the period laid down by the Board for any such payments.
11. Without prejudice to the provisions of Article 10 hereof, if the conduct of any Member is such as shall in the sole opinion of the Board be injurious to the character or interests of the Company or render that Member unfit to remain a Member of the Company, or if any Member shall refuse or wilfully neglect to comply with any of these Articles or if the Board shall for any good reason require that a Member be expelled from membership the Board may by a resolution of a majority of at least three-fourths (75%) of the Board present and voting at a Board meeting specially convened for this purpose suspend such Member from membership indefinitely or otherwise limit for a stated period the rights of membership of that Member or may expel such Member from membership of the Company provided that such a Member shall have fourteen (14) Clear Days’ notice sent to him of the Board meeting and shall be entitled to attend such a meeting and be heard in his defence but shall not be present at the voting or take part in the proceedings otherwise than as the Board shall permit.
12. Cessation of membership of the Company howsoever occurring:-
(a) shall not entitle the Member to repayment of the whole or any part of any contribution or subscription previously paid by him; and
(b) shall be without prejudice to the Member’s liability to pay any contribution or subscription which has become due and payable before such cessation.
ANTI-DOPING
13. The anti-doping rules of the Company are the Irish Anti-Doping Rules as published by the Irish Sports Council and as amended from time to time by the Irish Sports Council. The Company accepts the right of the Irish Sports Council, the Northern Ireland Sports Council and the Olympic Council of Ireland, or duly authorised representatives of such bodies, to dope test, in accordance with law, any competing Member both in-competition and out of competition (i.e. un-announced testing).
14. It shall be a fundamental condition of membership of the Company, in addition to any other provisions concerning membership and any various categories of membership as laid down in these Articles that Members submit to and comply with any dope testing by the Company or any of the bodies referred to in Article 13.
15. Members are strictly and solely responsible for ensuring compliance for themselves with the Irish Anti-Doping Rules and/or any other anti-doping rules published by the Olympic Council of Ireland, the Irish Sports Council or the Northern Ireland Sports Council from time to time and Members recognise and agree that the Company has no liability of any kind whatsoever in this regard.
GENERAL MEETINGS
16. All general meetings other than Annual General Meetings shall be called an EGM.
17. The Directors may call general meetings and, on the requisition of a minimum of ten Members, shall forthwith proceed to convene an EGM for a date not later than eight weeks after receipt of the requisition. If there are not within Ireland sufficient Directors to call a general meeting, any Director or any member of the Company may call a general meeting.
NOTICE OF GENERAL MEETINGS
18. An AGM and an EGM called for the passing of a special resolution or a resolution, appointing a person as a Director 1. shall be called by at least twenty-one Clear Days’ notice. All other EGMs shall be called by at least fourteen Clear Days’ notice.
19. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
20. Each County Organisation shall be entitled to send 2 Delegates to general meetings of the Company of which only one can vote. All Delegates must be Members of the Company in their own rights and be registered in that County. Delegates shall be appointed by each County Organisation on behalf of the Members registered in that County in accordance with the procedure established by that County Organisation for appointing Delegates. Each County Organisation shall notify the Secretary of the Company in writing of the Delegates elected by it at least 48 hours before the relevant general meeting of the Company.
21. No business shall be transacted at any meeting unless a quorum is present. One-quarter of the Members entitled to be present and to vote shall be a quorum.
22. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall be dissolved.
23. The chairman, if any, of the Board or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.
24. If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
25. A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting.
26. The chairman may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for twenty-one days or more, at least seven Clear Days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
27. A resolution put to the vote of a 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 duly demanded. Subject to the provisions of the Acts, a poll may be demanded--
(a) by the chairman; or
(b) by at least ten members having the right to vote at the meeting; or
(c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
28. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
29. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
30. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
31. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
32. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either 1. forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
33. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.
34. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
35. Members shall not have the right to vote at general meetings of the Company. Only Delegates duly appointed by a County Organisation on behalf of the Members of that County shall have the right to vote at general meetings of the Company.
36. Delegates shall be entitled to attend and vote at general meetings of the Company. On a vote taken every Delegate present and entitled to vote shall have one vote.
37. If a Delegate is unable to attend a general meeting, his place (with all accompanying rights) may be taken by an alternate Delegate appointed by the relevant County Organisation and notified to the Secretary of the Company no later than 24 hours before the commencement of the meeting. Such an alternate Delegate must be a Member resident in the County that appointed him/her.
38. No objection shall be raised to the qualification of any Delegate except either by the Secretary of the Company prior to the Meeting or by any Member at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
39. Voting by proxy shall not be permitted.
COUNTY ORGANISATIONS
40. A County Organisation shall be any organisation appointed pursuant to Article 41 or Article 42 by the Company to represent the interests of Members in a County. The County Organisation for each County must conduct its primary activities in the County which it has been appointed to represent. The Board may recommend certain guidelines and rules to each County Organisation from time to time, but no Corporate Organisation shall be deemed to form part of the Company.
41. The County Organisations in respect of each County as at the date of these articles are set out in the table below:
County
County Organisation
Carlow
Cavan
Clare
Cork
Donegal
Dublin
Galway
Kerry
Kildare
Kilkenny
Laois
Leitrim
Limerick
Longford
Louth
Mayo
Meath
Monaghan
Offaly
Roscommon
Sligo
Tipperary
Waterford
Westmeath
Wexford
Wicklow
42. If the conduct of any County Organisation is such as shall in the sole opinion of the Board be injurious to the character or interests of the Company or the Members of the Company in that County or render that organisation unfit to remain a County Organisation, or if any County Organisation shall refuse or wilfully neglect to comply with the rules and/or guidelines specified by the Board from time to time or if the Board may otherwise deem fit following receipt of a written request by not less than 10 (ten) Members in that County, the Board may by a resolution of a majority of at least three-fourths (75%) of the Board present and voting at a Board meeting specially convened for this purpose remove an organisation as a County Organisation and appoint an alternate organisation as the County Organisation of that County provided that such a organisation shall have fourteen (14) Clear Days’ notice sent to it of the Board meeting and shall be entitled to attend such a meeting and be heard in its defence but shall not be present at the voting or take part in the proceedings otherwise than as the Board shall permit.
NUMBER OF DIRECTORS
43. The maximum number and minimum number respectively of the Directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination the maximum number of Directors shall be eleven and the minimum number of Directors shall be seven.
POWERS OF DIRECTORS
44. Subject to the provisions of the Acts, the Memorandum of Association of the Company, the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Board who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
45. The Board may by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
DELEGATION OF DIRECTORS’ POWERS
46. The Board may delegate any of its powers to any committee consisting of one or more Directors of the Company. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of Directors so far as they are capable of applying.
APPOINTMENT AND RETIREMENT OF DIRECTORS
47. The term of office of each Director shall be from the date of their appointment until the end of the AGM in the next Election Year. Any member of the Board holding office for two consecutive terms shall not be eligible for re-appointment to the Board from the end of the second consecutive term until a full Election Cycle has passed..
48. All Directors shall be deemed to resign at the end of the AGM at an Election Year unless they are re-elected at that AGM.
49. The Member (acting through the Delegate) shall, subject to and in accordance with the provisions of these Articles, elect Seven Directors to the Board at the Company’s Annual General Meeting in each Election Year. The Board shall be comprised of at least the following:
(a) [Chairperson;
(b) Treasurer;
(c) Secretary; and
(d) Four ordinary Directors]
50. If the Company, at the meeting at which a Director retires, does not fill the vacancy the retiring Director shall not be deemed to have been reappointed unless at the meeting it is resolved to reappoint that Director. In the event that is not resolved to reappoint that Director then the Board shall not be permitted to appoint such person to fill a casual vacancy on the Board.
51. No person other than a Director retiring shall be appointed or reappointed a Director at any general meeting unless--
(a) he is recommended by the Directors; or
(b) not less than thirty Clear Days before the date appointed for the meeting, notice executed by [three] Members has been given to the Company nominating any Member that for appointment or reappointment together with notice executed by that Member of his willingness to be appointed or reappointed.
52. Not less than seven nor more than twenty-eight Clear Days before the date appointed for holding a general meeting notice shall be given to all Members of any person (other than a Director retiring by rotation at the meeting) who is recommended by the Directors for appointment or reappointment as a Director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment or reappointment as a Director.
53. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director.
54. The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of 1. Directors. A Director so appointed shall hold office only until the next following Annual General Meeting. If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof.
55. Subject as aforesaid, a Director who retires at an Annual General Meeting may, if willing to act, be reappointed. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
56. The Board many appoint any Member of the Company to sit on the Board or a committee as an Ex Officio member of such Board or committee. The Board may in addition appoint any employee of the Company to sit Ex Officio on the Board or any committee appropriate to that employee’s expertise.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
57. The office of a Director shall be vacated if--
(a) he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law from being a Director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either--
i. he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 2001;or
ii. an order is made by a court having jurisdiction (whether in the United Ireland or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a personal representative or other person to exercise powers with respect to his property or affairs; or
(d) he resigns his office by notice to the Company; or
(e) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.
DIRECTORS’ EXPENSES
58. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.
DIRECTORS’ APPOINTMENTS AND INTERESTS
59. Subject to the provisions of the Act, the Directors may appoint one or more of their number to the office of managing Director or to any other executive office under the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit.
60. Subject to the provisions of the Acts, and provided that he has disclosed to the Directors the nature and extent of any 1. material interest of his, a Director notwithstanding his office--
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
61. For the purposes of Article 60--
(a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
DIRECTORS’ GRATUITIES AND PENSIONS
62. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with anybody corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
63. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. It shall not be necessary to give notice of a meeting to a Director who is absent from Ireland. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
64. The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be four.
65. The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but, if the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
66. The Directors may appoint one of their number to be the chairman of the board of Directors and may at any time remove him from that office. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of Directors at which he is present. But if there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting.
67. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
68. A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
69. If a question arises at a meeting of Directors or of a 1. committee of Directors as to the right of a Director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.
MINUTES
70. The Directors shall cause minutes to be made in books kept for the purpose--
(a) of all appointments of officers made by the Directors; and
(b) of all proceedings at meetings of the Company, and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting.
THE SEAL
71. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a Director and by the secretary or by a second Director.
ACCOUNTS
72. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the Directors or by ordinary resolution of the Company.
NOTICES
73. Any notice to be given to or by any person pursuant to the Articles (other than a notice calling a meeting of the Directors) shall be in writing or shall be sent by e-mail to an address for the time being notified for that purpose to the person giving the notice.
74. The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or sending it by e-mail to an address for the time being notified to the Company by the member.
75. A member present at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
76. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an e-mail, at the expiration of 24 hours after the time it was sent.
RULES OR BYLAWS
77.
(a) The Directors may from time to time make such rules or bylaws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing classes and conditions of membership and in particular but without prejudice the generality of the foregoing they may by such rules or bylaws regulate :-
i. The admission and classification of Members of the Company and the rights and privileges of such Members and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.
ii. The conduct of Members of the Company in relation to one another and to the employees of the Company.
iii. The setting aside of the whole or any part or parts of the premises of the Company at any particular time or times or for any particular purpose or purposes.
iv. The procedure of General Meetings and Meeting of the Directors and Committees of the Directors in so far as such procedure is not regulated by these presents.
v. And generally all such matters as are commonly the subject matter of rules or bylaws of a Company formed for the purposes of the Company.
(b)The Company in General Meeting shall have the power to alter or repeal the rules or bylaws and to make additions thereto and the Directors shall adopt such means as they (a) deem sufficient to bring to the notice of Members of the Company all such rules or bylaws which so long as they shall be in force shall be binding on all Members of the Company: provided nevertheless that no rule or bylaw shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Company.
COMPANY NOT FORMED FOR PROFIT
78.
(a) The profits or other income of the Company shall be applied in promoting its objects.
(b) No distribution shall be made by way of dividend to the Members of the Company.
(c) On a winding-up all assets which would otherwise be available to the Members of the Company generally shall be transferred either to another body with objects similar to the objects of the Company or to another body the objects which are the promotion of charity and anything incidental or conducive thereto (whether or not the body is a Member of the Company) and the Company may by Ordinary resolution at any time prior to its dissolution nominate such body as aforesaid.
(d) No Director shall be appointed to any office or employment with the Company remunerated by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company.
(e) Provided that nothing herein shall prevent any payment in good faith by the Company:-
i. Of reasonable proper remuneration to any Member, Officer or employee of the Company (not being a Director) for any services rendered to the Company.
ii. Of reasonable and proper consideration for the purchase by the Company of any property, asset or interest therein from any Member, Director or employee of the Company.
iii. Of interest on money lent by any Member, Director or employee of the Company at a reasonable and proper rate per annum.
iv. Of reasonable and proper rent or other periodic payment for property let or occupied by the Company to any Member, Director or employee of the Company.
v. To any Director of reasonable out-of-pocket expenses.
INDEMNITIES
79.
(a) Subject to Section 200 of the Companies Act, 1963 (as amended) every Board Member and the Secretary of the Company shall be indemnified by the Company against, and it shall be the duty of the Board Members out of the funds of the Company to pay, all costs, losses and expenses which any such Board Member and/or the Secretary may incur or become liable to by reason of any contract entered into by him or any act or thing done by him as such Board Member or Secretary or in any way in the discharge of his duties. And no Board Member or Secretary shall be liable for the acts, receipts, neglects or defaults of any other Board Member or the Secretary (in the case of Board Members) or for joining in any receipt or other act of conformity, or for any loss or expense, damage or misfortune whatever suffered or incurred by the Company which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own wilful act or default.
(b) The members of the Disciplinary and Complaints Committee shall be indemnified by the Company and it shall be the duty of the Board to pay out of the funds of the Company, all costs, losses, and expenses which any member of the Disciplinary and Complaints Committee may incur or become liable for by reason of any act or thing done by him as a member of the Disciplinary and Complaints Committee or in any way in the discharge of his duties as a member of such Standing Committee provided that (i) no member of the Disciplinary and Complaints Committee shall be liable for the acts, receipts, neglects or defaults of any other member of the Disciplinary and Complaints Committee, or for any loss or expense, damage or misfortune whatever suffered or incurred by the Company which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own wilful act or default, and (ii) such Member has undergone such training as shall be deemed necessary and appropriate by the Board and has at all times acted in good faith in the discharge of his duties.
WINDING UP
80. Clause 7 of the Memorandum of Association of the Company relating to the winding up or dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
IRISH NATIONAL DARTS ORGANISATION LIMITED
adopted on 2ND MARCH 2014
at the GREVILLE ARMS HOTEL, MULLINGAR.
1. The name of the company is Irish National Darts Organisation Limited (the “Company”).
2. The Registered Office of the Company will be situate in Ireland.
3. The main objects for which the Company is established are: -
(a) To promote and encourage either on its own or in conjunction with others the popularity of, interest and participation in, and foster the skills and growth of the game of darts in all its variations and in every aspect, social, competitive or professional in Ireland.
(b) To promote the teaching and practice of the game of darts in accordance with current best practice.
(c) To draw up, publish and enforce uniform rules and regulations for the control and regulation of the game of darts in Ireland and to deal with any infringement thereof.
3.1. In pursuance of the above objectives the Company shall:
(a) Have a focus which continues to emphasise the overall development, safety, health and welfare at all levels within the sport;
(b) Enforce, through its rules and regulations, the Irish Anti-Doping Rules as published by the Irish Sports Council as amended from time to time;
(c) Co-operate and comply with the regulations of the World Darts Federation and to co-operate with such sporting associations as the Company shall from time to time approve; and
(d) Promote through its rules and regulations, adherence to the Child Protection Guidelines issued by the relevant regulatory authorities in Ireland and as amended from time to time.
3.2. In pursuance of the above objectives the Company shall have the power:-
(a) To initiate, establish, and administer dart clubs, and associations and organise, publicise, control and adjudicate competitions either local, regional, national or international either on its own or in conjunction with others, and to negotiate commercial contracts between exponents of the game of darts and manufacturers of sports equipment, national or international press, media, film and/or television interests;
(b) To publicise in any media the game of darts, its participants and exponents, to study and research the varying design and success of darts, flights and boards and other equipment associated with the game of darts, and the technique and playing of the game and to study and record the history and tradition and variations of the game of darts within Ireland;
(c) To subscribe to and become a member of and to co-operate with any other associations, clubs, or bodies, interested in or concerned with the purposes, the promotion of which forms one of the objects for which the Company is established;
(d) To carry on any business which may be seen by the Company as capable of being conveniently carried on in connection with the above main objects or calculated directly or indirectly to enhance the value of or render profitable any of the Company’s property rights or interests;
To borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit and to secure the payment of money by the issue of or upon debentures or debenture stock, perpetual, terminable or otherwise, or bonds or other obligations, charged or not charged upon, or by mortgage, charge, hypothecation, lien or pledge of the whole or any part of the undertaking, property, assets and rights of the Company, both present and future, and generally in such other manner and on such terms as may seem expedient, and to issue any of the Company’s securities, for such consideration and on such terms as may be thought fit, including the power to pay interest on any money so raised or borrowed and also by a similar mortgage, charge, hypothecation, lien or pledge, to secure and guarantee the performance by the Company of any (a) obligation or liability it may undertake, and to redeem or pay off any such securities;
(b) To make, draw, accept, endorse, issue, discount, and otherwise deal with promissory notes, bills of exchange, cheques, letters of credit, circular notes and other mercantile instruments;
(c) Subject to such consents as may be required by law, to acquire by purchase, lease, hire, exchange, fee farm grant or otherwise, either for an estate in fee simple or for any less estate or interest, whether immediately or reversionary, and whether vested or contingent: any lands, tenements or hereditaments of any tenure, whether subject or not to any charges or encumbrances and to hold and farm and work or manage or otherwise acquire and to hold, manage, develop, sell, dispose of, lease or deal in any way with any real or personal property, moveable or immovable, and any interest therein either absolutely or conditionally and in particular any land, buildings, offices and any rights or privileges necessary or convenient for the purposes of the Company and to manage, develop, sell, demise, let, mortgage, charge, dispose of, turn to account or otherwise deal with all or part of the same with a view to the promotion of the objects of the Company, and to construct, erect, alter, improve and maintain any buildings which may be from time to time required for the purposes of the Company;
(d) To guarantee, support or secure, whether by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets (present and future) of the Company, or all such methods, the performance of the obligations of and the repayment or payment of the principle amounts and interest of any person, firm or Company or the dividends or interest of any securities, including (without prejudice to the generality of the foregoing) any company which is the Company’s holding company or a subsidiary or associated company;
(e) To purchase or otherwise acquire and carry on the whole or any part of the business property, goodwill and assets of any company carrying on or proposing to carry on any business which the Company is authorised to carry on or which can be conveniently carried on in connection with the same, or may seem calculated directly or indirectly to benefit the Company, or possessed of property suitable for the purposes of the Company, and as part of the consideration for any of the acts or things aforesaid or property acquired to undertake all or any of the liabilities of such company or to acquire an interest therein, amalgamated with or enter into any arrangement for sharing profits, or for co-operation, or for limiting competition or for mutual assistance with any such company and to give, issue or accept cash or any shares, debentures or other securities that may be agreed upon, and to hold and retain or sell, mortgage and deal with any shares, debentures or securities so received.
(f) To publish any newspapers, periodicals, books, leaflets or other publications which the Company may consider desirable for the promotion of any of its objects;
(g) To adopt, publish, amend and administer from time to time standards of eligibility for membership of the Company and for competing in events promoted by the Company as may be determined by the Company in accordance with its constitution, rules and regulations and to do all such acts and things necessary to ensure conformity to and compliance with such codes and standards as may be adopted or promulgated by the Company and to govern members, competitors and/or coaches or persons in any way connected with the objectives of the Company;
(h) To levy, charge, collect and receive subscriptions, levies, fees and other payments from persons whether members of the Company or not and to expend the same in furthering all or any of the objects of the Company or providing for the expenses of the Company;
(i) To create, maintain, invest and deal with any reserve, sinking funds or monies of the Company not immediately required for its purposes in or upon such investments, securities or property as the Company thinks fit for redemption of obligations of the Company or for depreciation of works or stock, or any other purpose to advance the main objects of the Company;
(j) To lend any such money to any other companies, institutions, societies, foundations or associations having objects altogether or in part similar to those of the Company or to any individuals or firms for any purpose similar to such objects and that on such terms as to security or otherwise as the Company thinks fit subject nevertheless to such conditions and such consents as may for the time being be imposed or required by law and subject also as hereinafter provided;
(a) To enter into and carry out contracts for the benefit of the Company;
(b) To employ and pay all such Servants as may be required for the purposes of the Company and to make provision for the payment of pensions and superannuation to or on behalf of employees and their widows or other dependents as the Company shall see fit;
(c) To establish, promote, support and otherwise assist any company or companies, associations, clubs or body for the purpose of furthering any of the objects of the Company including to promote any company for the purpose of acquiring all or any of the property or liabilities of the Company, or if undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of or render more profitable any property, assets or business of the Company, or for any other purpose which may see directly or indirectly calculated to benefit the Company.
(d) To enter into any arrangements with any government or authority, supreme, municipal, local or otherwise, or company that may seem conducive to the Company’s main object(s), and to obtain from any such government authority or company, any charters, contracts, decrees, rights, privileges and concessions and to carry out, exercise and comply with any such arrangements, charters, contracts, decrees, rights, privileges and concessions.
(e) To amalgamate with any one or more Company, institutions, associations, clubs, societies, foundations or bodies having objects altogether or in part similar to those of the Company and which prohibit the distribution of its or their income and property amongst its or their members to the extent at least as great as imposed by the Company under or by virtue of Clause 4 hereof;
(f) To transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more company, institutions, associations, clubs, societies, foundations or bodies with which the Company is authorised to amalgamate or to any Company which it is hereby authorised to establish, promote and otherwise assist;
(g) To promote freedom of contact and to resist, insure against, counteract and discourage interference therewith to join any lawful federation, union, association or party and to contribute to the funds thereof, or do any other lawful act or thing with a view to preventing or resisting directly or indirectly any interruption of or interference with the Company or any other trade or business or providing or safeguarding against the same, or resisting or opposing any strike movement or organisation which may be thought detrimental to the interest of the Company or its employees and to subscribe to any association or fund for any such purposes;
(h) To procure the Company to be registered or recognised in any foreign country, colony, dependency or place;
(i) To pay all or any expenses of, incidental to or incurred in connection with the formation and incorporation of the Company and the raising if its loan capital, or to contract with any person or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling or guaranteeing the subscription of any debentures or securities of the Company;
(j) To do all or any of the above things on any part of the world, and as principals, agents, contractors, trustees or otherwise, and either by or through trustees, agents, sub-contractors or otherwise and either alone in partnership or conjunction with any person or company, and to contract for the carrying on of any operation connected with the Company’s main object by any person or company; and
(k) To do all such other lawful things as will be deemed incidental or to further the attainment of the objects of the Company.
4. The income and property of the Company shall be applied solely towards the promotion of its main objects as set forth in this Memorandum of Association. No portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit, to the members of the Company. No Director or member of the governing body shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company. However nothing herein shall prevent any payment in good faith by the Company of:
(a) reasonable and proper remuneration to any member, officer or servant of the Company (not being a Director or member of the governing body ), for any services rendered to the Company;
(b) interest at a rate no exceeding 5% per annum on money lent by any Director or other member of the Company to the Company;
(c) reasonable and proper rent for premises demised and let by any member or Director of the Company to the Company;
(d) reasonable and proper out of pocket expenses incurred by any Director in connection with attendance to any matter affecting the Company; and
(e) fees, remuneration or other benefit in money’s worth to any Company of which a Director may be a member holding not more than one hundredth part of the issued capital of such Company.
6. The liability of the members is limited.
7. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the Company being wound up while he is a member, or within one year afterward, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding €1.00.
8. If upon winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Company, but shall be given to some other institution having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 hereof such institutions or institution to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to such provision then to some charitable object.
9. No addition, alteration or amendment shall be made to the main objects of the Company or to clauses 4, 8, 9 and 10 of this Memorandum of Association for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
10. Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.
COMPANIES ACTS 1963 TO 2013
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
IRISH NATIONAL DARTS ORGANISATION LIMITED
as adopted on 2014
at
INTERPRETATION AND PRELIMINARY
1. In these regulations the following words and expressions shall have the following meanings unless there is something in the subject matter or context inconsistent therewith: -
“Acts” means the Companies Acts 1963 to 2013;
“AGM” or “Annual General Meeting” means the annual general meeting held by the Company;
“Articles” means the articles of association of the Company as may be amended from time to time by the Company at an AGM or EGM;
“Board” means the board of Directors for the time being of the Company;
“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Company” means the Irish National Darts Organisation Limited;
“County” means any one of the thirty two counties of Ireland;
“County Organisation” means, in respect of each County, the current organisation which has been nominated by the Company either pursuant to Article 41 or Article 42 to represent the interests of the Members resident in that County;
“Delegate” means, in respect of each County, the person appointed by the County Organisation of that County to represent the Members of that County at a general meeting of the Company in accordance with these Articles;
“Directors” means the directors for the time being of the Company;
“Disciplinary and Complaints Committee” means the committee established by the Company to investigate disciplinary and complaint issues and who shall be act under any rules or bye-laws established for that purpose;
“EGM” means an extraordinary general meeting of the Company;
“Election Cycle” means the period between AGMs held in two consecutive Election Years;
“Election Year” means any even-numbered year (including by way of example 2014, 2016, 2018 and so on)
“Ex Officio” means, in relation to a person who is an ex officio member of the Board or any standing Committee, committee, sub-committee or similar body (each of the foregoing a “Relevant Body”), that such person has the right to attend and speak at, but not to vote or be counted in the quorum for the purposes of, any meeting of a Relevant Body of which he or she is ex officio a member;
“Ireland” means the island of Ireland;
“Member” means an individual who is enrolled on the register of members held by the Company from time to time as a result of paying the relevant membership fee to the Company or as otherwise admitted by the Board in its sole discretion.
“Seal” means the common seal of the Company;
“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.
2. The regulations contained in Table C in the first scheduled to the Companies Act, 1963 shall apply to the Company, except to the extent that they are varied by these Articles.
MEMBERS
3. The number of members of the Company is unlimited. The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with these Articles shall be Members.
4. No person shall be admitted a Member of the Company unless he is approved by the Board. Every person who wishes to become a Member shall deliver to the Company an application for membership in such form as the Board require executed by him.
5. A Member may at any time withdraw from the Company by giving at least seven Clear Days’ notice, in writing, to the Company.
6. Membership shall be personal to the Member and shall not be transferable or transmissible by the act of the Member or by operation of law.
7. Membership shall automatically cease on any Member’s death, winding up or dissolution as the case may be.
8. The Board shall from time to time prescribe an application or subscription fee payable on admission to membership and an annual subscription and other periodic contributions payable by every Member. Such annual subscription and other periodic contributions may be determined for any category of membership as may be created by the AGM. Any increase authorised by the AGM shall take effect only from the commencement of the next financial year, unless otherwise agreed at the AGM.
9. Every Member must comply with the following conditions of membership:
(a) that he agrees to be bound by the Child Protection Guidelines and by the Code of Ethics;
(b) that he agrees to be bound by the Company’s complaints and disciplinary procedures including any adjudication or determination made by the Disciplinary and Complaints Committee;
(c) that he agrees to be bound by any other conditions as may be imposed by the Board on his category of membership from time to time, subject to the Acts; and
(d) that he agrees to comply with any rules, bye-laws and standing orders of the Company from time to time.
CESSATION/SUSPENSION/EXPULSION OF MEMBERSHIP
10. A Member shall forthwith cease to be a Member if he fails to pay any application fee or subscription or other contribution for which he becomes liable whilst he is a Member within the period laid down by the Board for any such payments.
11. Without prejudice to the provisions of Article 10 hereof, if the conduct of any Member is such as shall in the sole opinion of the Board be injurious to the character or interests of the Company or render that Member unfit to remain a Member of the Company, or if any Member shall refuse or wilfully neglect to comply with any of these Articles or if the Board shall for any good reason require that a Member be expelled from membership the Board may by a resolution of a majority of at least three-fourths (75%) of the Board present and voting at a Board meeting specially convened for this purpose suspend such Member from membership indefinitely or otherwise limit for a stated period the rights of membership of that Member or may expel such Member from membership of the Company provided that such a Member shall have fourteen (14) Clear Days’ notice sent to him of the Board meeting and shall be entitled to attend such a meeting and be heard in his defence but shall not be present at the voting or take part in the proceedings otherwise than as the Board shall permit.
12. Cessation of membership of the Company howsoever occurring:-
(a) shall not entitle the Member to repayment of the whole or any part of any contribution or subscription previously paid by him; and
(b) shall be without prejudice to the Member’s liability to pay any contribution or subscription which has become due and payable before such cessation.
ANTI-DOPING
13. The anti-doping rules of the Company are the Irish Anti-Doping Rules as published by the Irish Sports Council and as amended from time to time by the Irish Sports Council. The Company accepts the right of the Irish Sports Council, the Northern Ireland Sports Council and the Olympic Council of Ireland, or duly authorised representatives of such bodies, to dope test, in accordance with law, any competing Member both in-competition and out of competition (i.e. un-announced testing).
14. It shall be a fundamental condition of membership of the Company, in addition to any other provisions concerning membership and any various categories of membership as laid down in these Articles that Members submit to and comply with any dope testing by the Company or any of the bodies referred to in Article 13.
15. Members are strictly and solely responsible for ensuring compliance for themselves with the Irish Anti-Doping Rules and/or any other anti-doping rules published by the Olympic Council of Ireland, the Irish Sports Council or the Northern Ireland Sports Council from time to time and Members recognise and agree that the Company has no liability of any kind whatsoever in this regard.
GENERAL MEETINGS
16. All general meetings other than Annual General Meetings shall be called an EGM.
17. The Directors may call general meetings and, on the requisition of a minimum of ten Members, shall forthwith proceed to convene an EGM for a date not later than eight weeks after receipt of the requisition. If there are not within Ireland sufficient Directors to call a general meeting, any Director or any member of the Company may call a general meeting.
NOTICE OF GENERAL MEETINGS
18. An AGM and an EGM called for the passing of a special resolution or a resolution, appointing a person as a Director 1. shall be called by at least twenty-one Clear Days’ notice. All other EGMs shall be called by at least fourteen Clear Days’ notice.
19. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
20. Each County Organisation shall be entitled to send 2 Delegates to general meetings of the Company of which only one can vote. All Delegates must be Members of the Company in their own rights and be registered in that County. Delegates shall be appointed by each County Organisation on behalf of the Members registered in that County in accordance with the procedure established by that County Organisation for appointing Delegates. Each County Organisation shall notify the Secretary of the Company in writing of the Delegates elected by it at least 48 hours before the relevant general meeting of the Company.
21. No business shall be transacted at any meeting unless a quorum is present. One-quarter of the Members entitled to be present and to vote shall be a quorum.
22. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall be dissolved.
23. The chairman, if any, of the Board or in his absence some other Director nominated by the Directors shall preside as chairman of the meeting, but if neither the chairman nor such other Director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to be chairman and, if there is only one Director present and willing to act, he shall be chairman.
24. If no Director is willing to act as chairman, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
25. A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting.
26. The chairman may, with the consent of a 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 an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for twenty-one days or more, at least seven Clear Days’ notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
27. A resolution put to the vote of a 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 duly demanded. Subject to the provisions of the Acts, a poll may be demanded--
(a) by the chairman; or
(b) by at least ten members having the right to vote at the meeting; or
(c) by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.
28. Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
29. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
30. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
31. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
32. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either 1. forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
33. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.
34. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
35. Members shall not have the right to vote at general meetings of the Company. Only Delegates duly appointed by a County Organisation on behalf of the Members of that County shall have the right to vote at general meetings of the Company.
36. Delegates shall be entitled to attend and vote at general meetings of the Company. On a vote taken every Delegate present and entitled to vote shall have one vote.
37. If a Delegate is unable to attend a general meeting, his place (with all accompanying rights) may be taken by an alternate Delegate appointed by the relevant County Organisation and notified to the Secretary of the Company no later than 24 hours before the commencement of the meeting. Such an alternate Delegate must be a Member resident in the County that appointed him/her.
38. No objection shall be raised to the qualification of any Delegate except either by the Secretary of the Company prior to the Meeting or by any Member at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
39. Voting by proxy shall not be permitted.
COUNTY ORGANISATIONS
40. A County Organisation shall be any organisation appointed pursuant to Article 41 or Article 42 by the Company to represent the interests of Members in a County. The County Organisation for each County must conduct its primary activities in the County which it has been appointed to represent. The Board may recommend certain guidelines and rules to each County Organisation from time to time, but no Corporate Organisation shall be deemed to form part of the Company.
41. The County Organisations in respect of each County as at the date of these articles are set out in the table below:
County
County Organisation
Carlow
Cavan
Clare
Cork
Donegal
Dublin
Galway
Kerry
Kildare
Kilkenny
Laois
Leitrim
Limerick
Longford
Louth
Mayo
Meath
Monaghan
Offaly
Roscommon
Sligo
Tipperary
Waterford
Westmeath
Wexford
Wicklow
42. If the conduct of any County Organisation is such as shall in the sole opinion of the Board be injurious to the character or interests of the Company or the Members of the Company in that County or render that organisation unfit to remain a County Organisation, or if any County Organisation shall refuse or wilfully neglect to comply with the rules and/or guidelines specified by the Board from time to time or if the Board may otherwise deem fit following receipt of a written request by not less than 10 (ten) Members in that County, the Board may by a resolution of a majority of at least three-fourths (75%) of the Board present and voting at a Board meeting specially convened for this purpose remove an organisation as a County Organisation and appoint an alternate organisation as the County Organisation of that County provided that such a organisation shall have fourteen (14) Clear Days’ notice sent to it of the Board meeting and shall be entitled to attend such a meeting and be heard in its defence but shall not be present at the voting or take part in the proceedings otherwise than as the Board shall permit.
NUMBER OF DIRECTORS
43. The maximum number and minimum number respectively of the Directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination the maximum number of Directors shall be eleven and the minimum number of Directors shall be seven.
POWERS OF DIRECTORS
44. Subject to the provisions of the Acts, the Memorandum of Association of the Company, the Articles and to any directions given by special resolution, the business of the Company shall be managed by the Board who may exercise all the powers of the Company. No alteration of the memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this regulation shall not be limited by any special power given to the Directors by the Articles and a meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
45. The Board may by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.
DELEGATION OF DIRECTORS’ POWERS
46. The Board may delegate any of its powers to any committee consisting of one or more Directors of the Company. They may also delegate to any managing Director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of Directors so far as they are capable of applying.
APPOINTMENT AND RETIREMENT OF DIRECTORS
47. The term of office of each Director shall be from the date of their appointment until the end of the AGM in the next Election Year. Any member of the Board holding office for two consecutive terms shall not be eligible for re-appointment to the Board from the end of the second consecutive term until a full Election Cycle has passed..
48. All Directors shall be deemed to resign at the end of the AGM at an Election Year unless they are re-elected at that AGM.
49. The Member (acting through the Delegate) shall, subject to and in accordance with the provisions of these Articles, elect Seven Directors to the Board at the Company’s Annual General Meeting in each Election Year. The Board shall be comprised of at least the following:
(a) [Chairperson;
(b) Treasurer;
(c) Secretary; and
(d) Four ordinary Directors]
50. If the Company, at the meeting at which a Director retires, does not fill the vacancy the retiring Director shall not be deemed to have been reappointed unless at the meeting it is resolved to reappoint that Director. In the event that is not resolved to reappoint that Director then the Board shall not be permitted to appoint such person to fill a casual vacancy on the Board.
51. No person other than a Director retiring shall be appointed or reappointed a Director at any general meeting unless--
(a) he is recommended by the Directors; or
(b) not less than thirty Clear Days before the date appointed for the meeting, notice executed by [three] Members has been given to the Company nominating any Member that for appointment or reappointment together with notice executed by that Member of his willingness to be appointed or reappointed.
52. Not less than seven nor more than twenty-eight Clear Days before the date appointed for holding a general meeting notice shall be given to all Members of any person (other than a Director retiring by rotation at the meeting) who is recommended by the Directors for appointment or reappointment as a Director at the meeting or in respect of whom notice has been duly given to the Company of the intention to propose him at the meeting for appointment or reappointment as a Director.
53. Subject as aforesaid, the Company may by ordinary resolution appoint a person who is willing to act to be a Director either to fill a vacancy or as an additional Director.
54. The Directors may appoint a person who is willing to act to be a Director, either to fill a vacancy or as an additional Director, provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of 1. Directors. A Director so appointed shall hold office only until the next following Annual General Meeting. If not reappointed at such Annual General Meeting, he shall vacate office at the conclusion thereof.
55. Subject as aforesaid, a Director who retires at an Annual General Meeting may, if willing to act, be reappointed. If he is not reappointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
56. The Board many appoint any Member of the Company to sit on the Board or a committee as an Ex Officio member of such Board or committee. The Board may in addition appoint any employee of the Company to sit Ex Officio on the Board or any committee appropriate to that employee’s expertise.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
57. The office of a Director shall be vacated if--
(a) he ceases to be a Director by virtue of any provision of the Act or he becomes prohibited by law from being a Director; or
(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(c) he is, or may be, suffering from mental disorder and either--
i. he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 2001;or
ii. an order is made by a court having jurisdiction (whether in the United Ireland or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a personal representative or other person to exercise powers with respect to his property or affairs; or
(d) he resigns his office by notice to the Company; or
(e) he shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that his office be vacated.
DIRECTORS’ EXPENSES
58. The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or general meetings or separate meetings of the holders of debentures of the Company or otherwise in connection with the discharge of their duties.
DIRECTORS’ APPOINTMENTS AND INTERESTS
59. Subject to the provisions of the Act, the Directors may appoint one or more of their number to the office of managing Director or to any other executive office under the Company and may enter into an agreement or arrangement with any Director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a Director. Any such appointment, agreement or arrangement may be made upon such terms as the Directors determine and they may remunerate any such Director for his services as they think fit.
60. Subject to the provisions of the Acts, and provided that he has disclosed to the Directors the nature and extent of any 1. material interest of his, a Director notwithstanding his office--
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
(b) may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
61. For the purposes of Article 60--
(a) a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
DIRECTORS’ GRATUITIES AND PENSIONS
62. The Directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any Director who has held but no longer holds any executive office or employment with the Company or with anybody corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
63. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the secretary at the request of a Director shall, call a meeting of the Directors. It shall not be necessary to give notice of a meeting to a Director who is absent from Ireland. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.
64. The quorum for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed at any other number shall be four.
65. The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but, if the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting.
66. The Directors may appoint one of their number to be the chairman of the board of Directors and may at any time remove him from that office. Unless he is unwilling to do so, the Director so appointed shall preside at every meeting of Directors at which he is present. But if there is no Director holding that office, or if the Director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be chairman of the meeting.
67. All acts done by a meeting of Directors, or of a committee of Directors, or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
68. A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors or (as the case may be) a committee of Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
69. If a question arises at a meeting of Directors or of a 1. committee of Directors as to the right of a Director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.
MINUTES
70. The Directors shall cause minutes to be made in books kept for the purpose--
(a) of all appointments of officers made by the Directors; and
(b) of all proceedings at meetings of the Company, and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting.
THE SEAL
71. The Seal shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a Director and by the secretary or by a second Director.
ACCOUNTS
72. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorised by the Directors or by ordinary resolution of the Company.
NOTICES
73. Any notice to be given to or by any person pursuant to the Articles (other than a notice calling a meeting of the Directors) shall be in writing or shall be sent by e-mail to an address for the time being notified for that purpose to the person giving the notice.
74. The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address or sending it by e-mail to an address for the time being notified to the Company by the member.
75. A member present at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
76. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted or, in the case of a notice contained in an e-mail, at the expiration of 24 hours after the time it was sent.
RULES OR BYLAWS
77.
(a) The Directors may from time to time make such rules or bylaws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company and for the purposes of prescribing classes and conditions of membership and in particular but without prejudice the generality of the foregoing they may by such rules or bylaws regulate :-
i. The admission and classification of Members of the Company and the rights and privileges of such Members and the conditions of membership and the terms on which Members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by Members.
ii. The conduct of Members of the Company in relation to one another and to the employees of the Company.
iii. The setting aside of the whole or any part or parts of the premises of the Company at any particular time or times or for any particular purpose or purposes.
iv. The procedure of General Meetings and Meeting of the Directors and Committees of the Directors in so far as such procedure is not regulated by these presents.
v. And generally all such matters as are commonly the subject matter of rules or bylaws of a Company formed for the purposes of the Company.
(b)The Company in General Meeting shall have the power to alter or repeal the rules or bylaws and to make additions thereto and the Directors shall adopt such means as they (a) deem sufficient to bring to the notice of Members of the Company all such rules or bylaws which so long as they shall be in force shall be binding on all Members of the Company: provided nevertheless that no rule or bylaw shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Company.
COMPANY NOT FORMED FOR PROFIT
78.
(a) The profits or other income of the Company shall be applied in promoting its objects.
(b) No distribution shall be made by way of dividend to the Members of the Company.
(c) On a winding-up all assets which would otherwise be available to the Members of the Company generally shall be transferred either to another body with objects similar to the objects of the Company or to another body the objects which are the promotion of charity and anything incidental or conducive thereto (whether or not the body is a Member of the Company) and the Company may by Ordinary resolution at any time prior to its dissolution nominate such body as aforesaid.
(d) No Director shall be appointed to any office or employment with the Company remunerated by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company.
(e) Provided that nothing herein shall prevent any payment in good faith by the Company:-
i. Of reasonable proper remuneration to any Member, Officer or employee of the Company (not being a Director) for any services rendered to the Company.
ii. Of reasonable and proper consideration for the purchase by the Company of any property, asset or interest therein from any Member, Director or employee of the Company.
iii. Of interest on money lent by any Member, Director or employee of the Company at a reasonable and proper rate per annum.
iv. Of reasonable and proper rent or other periodic payment for property let or occupied by the Company to any Member, Director or employee of the Company.
v. To any Director of reasonable out-of-pocket expenses.
INDEMNITIES
79.
(a) Subject to Section 200 of the Companies Act, 1963 (as amended) every Board Member and the Secretary of the Company shall be indemnified by the Company against, and it shall be the duty of the Board Members out of the funds of the Company to pay, all costs, losses and expenses which any such Board Member and/or the Secretary may incur or become liable to by reason of any contract entered into by him or any act or thing done by him as such Board Member or Secretary or in any way in the discharge of his duties. And no Board Member or Secretary shall be liable for the acts, receipts, neglects or defaults of any other Board Member or the Secretary (in the case of Board Members) or for joining in any receipt or other act of conformity, or for any loss or expense, damage or misfortune whatever suffered or incurred by the Company which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own wilful act or default.
(b) The members of the Disciplinary and Complaints Committee shall be indemnified by the Company and it shall be the duty of the Board to pay out of the funds of the Company, all costs, losses, and expenses which any member of the Disciplinary and Complaints Committee may incur or become liable for by reason of any act or thing done by him as a member of the Disciplinary and Complaints Committee or in any way in the discharge of his duties as a member of such Standing Committee provided that (i) no member of the Disciplinary and Complaints Committee shall be liable for the acts, receipts, neglects or defaults of any other member of the Disciplinary and Complaints Committee, or for any loss or expense, damage or misfortune whatever suffered or incurred by the Company which shall happen in the execution of the duties of his office or in relation thereto unless the same happens through his own wilful act or default, and (ii) such Member has undergone such training as shall be deemed necessary and appropriate by the Board and has at all times acted in good faith in the discharge of his duties.
WINDING UP
80. Clause 7 of the Memorandum of Association of the Company relating to the winding up or dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.