Name*
Street and House number *
Town *
County *
Postcode / Zip *
Country

Contact Number
Email address *

Add me to the mailing list

* Required

I hereby apply for/renew my membership of Barrow AFC Limited, Cross Bar and barrowafc.com which covers the period of August 1st 2011 - July 31st 2012.

Companies Acts 1985 - 1989 Company number: 3715690 Company limited by guarantee MEMORANDUM AND ARTICLES OF ASSOCIATION of BARROW AFC LIMITED (As amended by Special Resolutions passed up to 6 February 2003) Poole Townsend Solicitors Barrow-in-Purness & South Lakes The Companies Acts 1985 to 1989 Company number: 3715690 COMPANY LIMITED BY GUARANTEE MEMORANDUM OF ASSOCIATION of BARROW AFC LIMITED (Incorporated the 18th day of February 1999) 1 The name of the company is BARROW AFC LIMITED (hereinafter called "the Company"). 2 The registered office of the Company is to be situate in England. 3 The objects for which the Company is established are: 3.1 to carry on the business of a football club for the staging of football matches in Barrow-in-Furness or any other area which the members may from time to time determine, to be played by professional or amateur players, or a mixture of both, and in connection therewith to acquire, purchase, hold, deal in, whether by mortgage, charge, sale, lease, exchange or otherwise and to dispose of any estate or interest, whether legal or equitable, in any real or personal property, and to manage, administer, supervise, regulate or control the same or the occupation thereof as the members of the Company may from time to time require or as may be otherwise agreed by the Company acting in the interests of the members and to further the communal interests of the people of the Furness area of Cumbria in the game of football or any other sport which the members may from time to time decide; 3.2 to construct, maintain, demolish, adapt and alter any buildings or erections necessary or convenient for the objects of the Company; 3.3 to assume the obligations or any of them arising from the formation of the Company and without prejudice to the generality thereof to pay all costs, charges and expenses incurred or sustained in or about the promotion or establishment of the Company or which the directors may consider to be in the nature of preliminary expenses, and to novate or otherwise assume any contracts entered into prior to incorporation of the Company as the directors may think fit. 3.4 to let out or take on hire as a place of assembly, display centre or otherwise any part or parts of any land or buildings and in such divisions and manner as may seem appropriate; 3.5 to employ staff, including playing staff and remunerate them on such terms as the directors shall determine; 3.6 to edit, print and publish books, programmes, papers, reports periodicals, circulars, articles and other matter; 3.7 to hold seminars, conferences, meetings, lectures, courses and discussions; 3.8 to establish, promote, form and support or aid in the establishment, promotion and formation and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further the objects of the Company; 3.9 to provide services of any kind including the carrying on of advisory, consultancy, brokerage and agency business of any kind; 3.10 to raise funds and to invite and to receive subscriptions, endowments, grants, sponsorships (whether government, municipal or from any statutory or charitable body or otherwise) and donations (whether of real or personal property) and devises and bequests for all or any of the purposes aforesaid and to sell, charge, exchange or dispose of, and lease and accept surrenders of leases of and manage all real estate (including leaseholds) so received and not required to be or capable of being occupied for the purposes of the Company and generally to manage, invest and expend all moneys belonging to the Company; 3.11 to invest and deal with the moneys of the Company not immediately required in or upon such investments (other than shares in the Company) and in such manner as may from time to time seem expedient; 3.15 to lend or advance money or otherwise give credit to provide financial or living accommodation to any member of staff whose service contract shall include such a provision, with or without security and otherwise on such terms as may to the Company seem expedient and to deposit money with any company; 3.16 to sell or to co-operate with others in selling in any building postcards, souvenirs, novelties, promotional articles and gift merchandise for the purpose of promoting the objects of the Company; 3.17 to borrow and raise money and accept money on deposit and to secure or discharge any debt or obligation of or binding on the Company in such manner as may be thought fit and in particular by mortgages and charges upon the undertaking and all or any of the property and assets (present and future) of the Company; 3.18 to establish, operate and carry on or to co-operate with other in establishing, operating and carrying on in any building in which the Company has an interest the supply of food and drink (whether alcoholic or otherwise) and other refreshments by way of sale Provided always that unless otherwise determined by the Company, the amenities mentioned in this object shall be provided only for the consumption of members of the Company or their bona fide guests or of persons attending a match, meeting or performance or function sponsored by the Company; 3.19 to amalgamate with any other company having similar objects to those of the Company in any manner whatsoever (whether with or without a liquidation of the Company); 3.20 to cease carrying on or wind up any business or activity of the Company and to cancel any registration of and to wind up or procure the dissolution of the Company; 3.21 to insure with any other company against losses, damages, risks and liabilities of all kinds which may affect the Company; 3.22 to engage in any legal activity for the promotion and preservation of the business and assets of the club and for that puprose to engage the services of any professional person or consultant; 3.23 to contribute by donation, subscription, guarantee or otherwise to any public, general, charitable or useful object whatsoever; 3.24 to do all such other things as are necessary to the attainment of the above objects or any of them; And it is hereby declared that for the purposes of this Memorandum: (a) the word 'company' in this clause shall (except where referring to the Company) be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether formed, incorporated, resident or domiciled in the United Kingdom or elsewhere; (b) 'Company' shall where the context or the interests of the members so require include any Board of Directors of the Company; (c) 'securities' shall include any fully, partly or nil paid or no par value share, stock, unit, debenture or loan stock, deposit receipt, bill, note, warrant, coupon, right to subscribe or convert, or similar right or obligation; (d) 'and' and 'or' shall mean 'and/or'; (e) 'other' and 'otherwise' shall not be construed ejusdem generis where a wider construction is possible; and (f) the masculine shall include the feminine and the singular shall include the plural; and (g) the objects specified in each paragraph of this clause shall, except if at all where otherwise expressed, be in no way limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company or the nature of any business carried on by the Company or the order in which such objects are stated, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and independent company. 4 The liability of the members is limited. 5 The income and property of the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association and no member shall have any personal claim on any property of the Company and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, set-off or counter-claim or otherwise howsoever by way of profit to members of the Company Provided always that nothing herein shall prevent the payment in good faith by the Company of a reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company in return for any services actually rendered to the Company or interest on money lent or reasonable and proper rent for premises demised or let by any member to the Company, but so that no member of the Board of Directors of the Company shall be appointed to any salaried office of the Company, or any office of the Company paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Company to any members of the Board except repayment of out-of-pocket expenses and interest on money lent or reasonable and proper rent for premises demised or let to the Company Provided further that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board may be a member and in which such member shall not be bound to account for any share of profit he may receive in respect of any such payment. 6.1 Every member of the Company undertakes to contribute such amount not exceeding one pound as may be required to the Company's assets if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Company's debts and liabilities 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. 6.2 True accounts shall be kept of the sums of money received and expended by the Company; they shall be examined at least once in every year and a Balance sheet prepared by an auditor or auditors qualified to act as such under the Companies Act 1985 and the said Balance sheet shall be open for inspection by the members at such reasonable dates and times as the Board may direct. 7.1 If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid or distributed among the members of the Company, but shall be given or transferred to* some other company or association, or to any charitable company or institution or institutions in each case having similar objects to and (without creating any binding trust) operating within the Furness area of Cumbria, such company, association or institution to be determined by the members of the Company at or before the time of dissolution or, in default of thereof, by a judge of the High Court having jurisdiction in respect of charitable funds, and if and so far as effect cannot be given to the aforesaid provisions, then to some charitable object with the said area. *refer to additional beneficiary set out in Article 68 per Special Resolution passed 6 February 2003 7.2 It is hereby declared that the deletion or alteration of all or any part of this clause 7 is prohibited. WE, the subscribers to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum. Names and addresses of subscribers: John Brian Keen Alan Dunn Westby 69-77, Duke Street Great Urswick Barrow-In-Furnes Ulverston Cumbria LAl2 OPQ Dated 9 February 1999 Witness to the above signatures: Susan Pyne, Solicitor, Barrow-in-Furness The Companies Acts 1985 - 1989 Company number: 3715690 Company limited by Guarantee Articles of Association of BARROW AFC LIMITED (as amended by Special Resolutions up to 6 February 2003) Interpretation 1 In these Articles: 'THE ACT' means the Companies Acts 1985 to 1989 including any statutory modification or re-enactment thereof for the time being in force 'THE ARTICLES' means the Articles 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 'EXECUTED' includes any mode of execution 'OFFICE' means the registered office of the Company 'THE SEAL' means any 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 'THE UNITED KINGDOM' means Great Britain and Northern Ireland Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Company. Preliminary 2 The Articles are deemed to be delivered and completed as a Deed at the same time as incorporation, or adoption of the articles by special resolution, of the Company as the case may be, and the members for the time being are deemed to be bound accordingly by the Articles and acknowledge the effect under section 14 of the Companies Act 1985 as to the Memorandum and Articles of Association of the Company. Members 3 The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be members of the Company. No person shall be admitted a member of the Company unless he is approved by the directors. Every person who wishes to become a member shall deliver to the Company an application for membership in such form as the directors require, executed by him, together with a minimum membership fee as determined by the directors from time to time. 4.1 A member shall cease to be a member of the Company 30 days after either the Company receives from that person 7 clear days notice in writing of his intention to resign and that person has paid any moneys presently payable to the Company, or a resolution is passed by at least two thirds of the members present and voting in general meeting that such person should cease to be a member. Membership shall not be transferable and shall cease on death. 4.2 The directors may also at their discretion terminate the membership of any member but the requirements of natural justice shall be respected and a member shall be entitled to be heard in his own defence by the directors or a committee of the directors. 5 The Company is established for the purposes expressed in the Memorandum of Association. 6 The Company is to be a private company. General meetings 7 The Company shall in each calendar year hold a general meeting as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as such in the notices calling it; and not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next, Provided that so long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting in each year shall be held at such time and place as the directors shall appoint. All general meetings other than annual general meetings shall be called extraordinary general meetings. 8 The directors may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than 8 weeks after receipt of the requisition. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or any member of the Company may call a general meeting. Notice of general meetings 9 An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a director shall be called by at least 21 Clear Days' notice. All other extraordinary general meetings shall be called by at least 14 Clear Days' notice but a general meeting may be called by shorter notice if it is so agreed: (a) in the case of an annual general meeting, by all the members entitled to attend and vote there at; and (b) in the case of any other meeting by a majority in number of the members having a right to attend and vote being a majority together holding not less than 95 per cent of the total voting rights at the meeting of all the members. The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such. The notice shall be given to all the members and to the directors and auditors. 10 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 11 No business shall be transacted at any meeting unless a quorum is present. Fifteen persons or one tenth of the total number of such persons for the time being, whichever is the greater, entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation, shall be a quorum. 12 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 stand adjourned to the same day in the next week at the same time and place or to such other time as the directors may determine. 13 The chairman, if any, of the board of directors 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 15 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. 14 If no director is willing to act as chairman, or if no director is present within 15 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. 15 A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting. 16 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 14 days or more, at least 7 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. 17 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 Act, a poll may be demanded: (a) by the chairman; or (b) by at least two 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; and a demand by a person as proxy for a member shall be the same as a demand by the member. 18 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. 19 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. 20 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. 21 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. 22 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 forthwith or at such other time and place as the chairman directs not being more than 30 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. 23 No notice need be given of a poll riot 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 7 Clear Days notice shall be given specifying the time and place at which the poll is to be taken. 24 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 25 On a show of hands every member present in person shall have one vote. On a poll every member present in person or by proxy shall have one vote. 26 A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonis or other person authorised in that behalf appointed by that court, and any such receiver, curator bonis or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the office, or at such other place as is specified in accordance with the Articles for the deposit of instruments of proxy, not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable. 27 No objection shall be raised to the qualification of any voter except 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. 28 An instrument appointing a proxy shall be in writing, executed by or on behalf of the appointor and shall be in such form as the directors may require or in any other common or usual form. 30 The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may: (a) be deposited at the office or such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or (b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or (c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any director; and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid. 31 A vote given or poll demanded by proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll. Number of directors 32 Unless otherwise determined by ordinary resolution, the number of directors shall be not be not more than twelve and shall be not less than three.* * Amended by Special Resolution passed at AGM 13 December 2001 Powers of directors 33 Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by special resolution, the business of the Company shall be managed by the directors 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 article 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. 34 The directors may appoint one or more sub-committees consisting of three or more members of the Directors for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the directors would be more conveniently undertaken or carried out by a sub-committee; provided that all acts and proceedings of any such subcommittees shall be fully and promptly reported to the directors. Appointment and retirement of directors 35 At the first annual general meeting all the directors shall retire from office, and at every subsequent annual general meeting one-third of the directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one-third shall retire from office, but, if there is only one director who is subject to retirement by rotation, he shall retire. 36 Subject to the provisions of the Act, the directors to retire by rotation shall be those who have been longest in office since their last appointment or re-appointment but as between persons who became or were last re-appointed directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. 37 If the Company, at the meeting at which a director retires by rotation, does not fill the vacancy the retiring director shall, if willing to act, be deemed to have been re-appointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the re-appointment of the director is put to the meeting and lost. 38 No person other than a director retiring by rotation shall be appointed or re-appointed a director at any general meeting unless: (a) he is recommended by the directors; or (b) not less than 14 nor more than 35 Clear Days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Company of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or re-appointed, be required to be included in the Company's register of directors together with notice executed by that person of his willingness to be appointed or re-appointed. 39 Not less than 7 nor more than 28 Clear Days before the date appointed for holding a general meeting notice shall be given to all who are entitled to receive notice of the meeting of any person (other than a director retiring by rotation at the meeting) who is recommended by the directors for appointment or re-appointment 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 re-appointment as a director. The notice shall give the particulars of that person which would, if he were so appointed or re-appointed, be required to be included in the Company's register of directors. 40 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 and may also determine the rotation in which any additional directors are to retire. 41 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 directors. A director so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at the meeting. If not re-appointed at such annual general meeting, he shall vacate his office at the conclusion thereof. 42 Subject as aforesaid, a director who retires at an annual general meeting may, if willing to act, be re-appointed. 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. Disqualification and removal of directors 43 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 1953 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or (ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis 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 6 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 or (f) he is subject to a decision of The Football Association that he be suspended from holding office or from taking part in any football activity relating to the administration of a Football Club. Remuneration of directors 44 The provisions of the Memorandum of Association as to the remuneration of directors shall apply. Directors' expenses 45 The directors may be paid all out of pocket travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committee of directors or general meetings or otherwise in connection with the discharge of their duties. Directors' interests 46 Subject to the provisions of the Act and the Memorandum of Association and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office: (a) may be a party to, or otherwise be 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 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. 47 For the purposes of regulation 53: (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. Proceedings of directors 48 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 the United Kingdom, 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. 49 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 three. 50 The continuing directors 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. 51 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 5 minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting. 52 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. 53 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. 54 Save as otherwise provided by the Articles, a director shall not vote at a meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following paragraphs: (a) the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries; (b) the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security; For the purposes of this regulation, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Company), connected with a director shall be treated as an interest of the director. 55 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. 56 The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a director from voting at a meeting of directors or of a committee of directors. 57 Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment. 58 If a question arises at a meeting of directors or of a 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. Secretary 59 Subject to the provisions of the Act, the Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them. Minutes 60 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. Seal 61 The Company shall not need a Seal but if the Directors so decide any 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 whether or not a Seal is affixed and unless otherwise so determined it shall be signed by a director and by the Secretary or by two directors. President, vice-presidents and patrons 62 The directors may appoint any person to be the president and any person or persons to be vice-presidents or patrons of the Company for such term or terms specified at the time of appointment as they shall think fit. Such persons shall not by virtue only of such appointments be directors or members of the Company. Accounts 63.1 The accounts of the Company shall be kept as provided in clause 6 of the Memorandum of Association. 63.2 A copy of the latest audited accounts shall at all times be kept on the Company's premises and (if different) the registered office and shall be available for inspection by the members as set out in the Memorandum of Association. 63.3 Upon the receipt of a new Balance Sheet the Secretary shall publish that fact in a newspaper circulating in the Furness area of Cumbria and state that it is available for inspection by the members and any conditions attached to such inspection. 63.5 A copy of the annual Balance Sheet shall also be available for inspection by members at the annual general meeting or at any other general meeting at which the contents thereof are likely to be debated. 63.6 In this article and the Memorandum of Association the term 'Balance Sheet shall include all statements of account, reports and notes attached to such Balance Sheet. Notices 64 Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the directors need not be in writing. 65 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. A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company. 66 A member present, either in person or by proxy, 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. 67 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. The Football Association Rules 68 (a) The Rules and Regulations of The Football Association Limited for the time being shall be deemed to be incorporated in these Articles and shall prevail in the event of any conflict with the provisions set out herein. (b) No proposed alteration to the provisions of these Articles shall be effective unless the proposed alteration has been approved in writing by The Football Association 14 days or more before the day on which the alteration is proposed to take place. Winding up 69 On the winding-up and dissolution of the Company the provisions of the Memorandum of Association shall have effect as if repeated in these Articles with the insertion in line 4 of clause 7.1 after "...transferred to .... the words "The Football Association Benevolent Fund or to..." Indemnity 70 Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company. NAMES ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS John Brian Keen Alan Dunn Westby 69-77, Duke Street Great Urswick Barrow-in-Furness Ulverston Cumbria LAl2 OPQ DATED this 9th day of February 1999 WITNESS to the above signatures: Susan Pyne Solicitor Barrow-in-Furness

I undertake to abide by the Memorandum and Articles of Association of the Company and any rules the Board of Directors of the Club may make from time to time. I understand that membership does not confer any proprietory rights in the Company or and of its assets.

Please ensure that you allow PayPal to automatically return you back to this site to confirm that your transaction has been successful

Click to proceed