Club Rules & Accounts

Introduction

As amended by the Resolutions of the members passed at an extraordinary general meeting of the Company which took place on Thursday February 26th 2009

As amended by the Resolutions of the members passed at an extraordinary general meeting of the Company which took place on Thursday March 31st 2011

Northamptonshire County Cricket Club Limited

(Company Number 6349543)

ARTICLES OF ASSOCIATION

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Minutes of the Annual General Meeting, held at the County Ground - 7th MArch 2013


A minutes silence was held to remember those who have passed away in the last year.
1. To Elect the President of the Club
The Rt Honourable the Lord Naseby was proposed as President by Mr Martin Lawrence and elected by a show of hands. Lord Naseby stated that the purchase of the County Ground earlier in the year was a wonderful step forward for the Club.
2. Apologies of Absence
Apologies were received from Martin George, Earl Spencer, Tony Holton & Andrew Radd.
3. Minutes of Previous Meeting
Minutes of the Annual General Meeting Held on 29th February 2012 were proposed and seconded, and the President signed them as a true record.
4. Chairman’s Statement & CEO Report
The Chairman Martin Lawrence addressed the AGM and told the members that the new CEO David Smith had settled in very well and that the purchase of the ground had been completed.
The Chairman reflected on the terrible weather that had seriously affected the 2012 season but informed the members that the Club was very positive for the year ahead, with a strengthened squad and improved hospitality areas, which would also improve profits.
The Chairman was encouraged by the home grown talent in the current playing squad, with Olly Stone and Ben Duckett being the Captain and Vice-Captain for the recent England U19’s tour to South Africa.
The Chairman then noted that John Scopes was retiring from the Committee after 23 years service. He thanked John for his hard work and a presentation was made to Mr Scopes. A presentation took place from Chief Executive David Smith outlining the ECB investment and the current refurbishment programme of the Thompson Suite, Turner Suite and press area.
The CEO informed the members that the players had been undertaking school and hospital visits, in order to engage with the community and in particular, the junior members.
5. To Receive and Adopt the Annual Accounts
David Smith presented the accounts to the members and gave an over view of the financial year. 823 overs were lost during last season due to the weather and with competition from the Olympics and European Football, it was a difficult year financially; however, the Club made a profit of £22.9k. The accounts for the financial year 30th September were approved by the Members.
6. Head Coach/First Team Manager report
A presentation took place from First Team Coach David Ripley. He told the members that the players were all very positive for the new season, had been working very hard during the winter and at this stage, there were no injuries to report. The whole squad would be travelling on the pre-season tour to Barbados, with the exception of Murphy & Koetzer who would be touring with Scotland. He confirmed the signing of overseas players Trent Copeland and Cameron White and also Pakistan-born bowler Muhammad Azhar Ullah.
7. To Appoint Auditors for 2012
The President proposed that Macintyre Hudson be re-appointed as Auditors which was approved by a show of hands.
8. To consider and if thought fit, to re-appoint the following person as Director of the Club
Mr Jim Hawkins was re-appointed.
9. To consider and if thought fit, to appoint the following person as Director of the Club
Mr Tim Robinson was appointed.
The President thanked the Chairman, Vice-Chairman and all the staff and wished the Coach and Captains good luck for the coming season, before concluding the meeting at 7.05pm.

1. Interpretation

In these Articles:-

1.1 ‘the Act’ means the Companies Act 1985 and the Companies Act 2006 and includes any statutory modification or re-enactment of them for the time being in force;

1.2 ‘the Byelaws’ means such rules regulations and byelaws created by the Directors under the provisions of Article 26;

1.3 ‘Capped Player’ means a player contracted to the Club who in the opinion of the Club has shown a level of commitment to the Club sufficient that it shall be recognised with the award of a county cap;

1.4 ‘the Club’ means Northamptonshire County Cricket Club Limited;

1.5 “Director” means the directors of the Club appointed in accordance with these Articles;

1.6 ‘Members’ means the person or entity that is accepted into membership of the Club in accordance with these Articles for the period of time during which such membership subsists;

1.7 unless the context otherwise requires words or expressions contained in these Articles bear the same meaning as in the Act;

1.8 the masculine includes the feminine and where appropriate the singular includes the plural.

2. Objects

2.1 The Club is established for the purposes expressed in the Memorandum of Association of the Club.

3. Membership

3.1 The number of Members with which the Club proposes to be registered is unlimited.

3.2 Membership of the Club shall be open to all persons and entities regardless of their race colour creed religion physical ability political beliefs or sexual orientation.

3.3 The Membership of the Club shall be divided into such classes having such rights and subject to such restrictions and to payment of such subscription fees as the Directors shall from time to time determine.

3.4 The Members of the Club from time to time shall be such persons and entities as shall submit to and have accepted by the Directors an application for Membership in the form prescribed from time to time by the Directors and who shall pay such subscriptions as shall be prescribed from time to time by the Directors.

3.5 All existing adult members and adult life members of the unincorporated association known as Northamptonshire County Cricket Club (“NCCC”) (on the date of the incorporation of the Club) are hereby admitted without charge to membership of the Club and shall be the first members of the Club. Such persons shall be Members of the Club until such time as their membership of NCCC would otherwise have expired.

3.6 The Directors shall have an absolute discretion as to whether to accept or reject any application for Membership of the Club without assigning any reason therefore. Where the Directors reject any application for Membership of the Club they shall notify such applicant of their decision and shall offer that applicant the chance to appeal such decision in accordance with the provisions set out in Article 7.2 of these Articles of Association.

3.7 Every Member shall further to the best of his ability the Objects and interest of the Club and shall observe all Byelaws of the Club lawfully made pursuant to the powers contained within these Articles of Association.

4. Rights of Members

4.1 Membership of the Club shall be subject to the express provisions of these Articles of Association, the Memorandum of Association and to any Byelaws made by the Directors for the time being in force.

5. Notice of resignation

5.1 Any Member wishing to resign his Membership of the Club may give notice of his intention to do so at the registered office of the Club at any time.

6. Non-payment of subscriptions

6.1 Any Member whose annual subscriptions are unpaid sixty days after they have become due in any year shall cease to be a Member of the Club on such sixtieth day and shall forthwith thereafter forfeit all right in and claim upon the Club and its property unless the Directors suspend the operation of this provision which they may do as regards any particular Member on such terms as they determine at their discretion.

6.2 Where the Directors have resolved that the subscription of any particular Member may be paid by installments this Article 6 applies to non-payment of any installment within sixty days of the installment due date.

7. Expulsion of Members

7.1 If the conduct of any Member is in the sole opinion of the Directors injurious to the character of the Club or objectionable in any respect that Member may be required by the Directors to resign and if he does not resign within one week the Member may (after he has been given the opportunity to justify or explain his conduct) be expelled by resolution of the Directors whereupon he shall cease to be a Member of the Club. A proportionate pro rata part of the sums that have been paid by the expelled Member in respect of his Membership for the period in question shall be returned to him.

7.2 A Member expelled under this Article 7 may appeal such decision in accordance with the provisions set out in this Article 7.2.

7.2.1 Within 35 days of receipt of a notice of appeal the Directors shall appoint an independent committee of not less than four Members of the Club who did not take part in the original decision to expel (or reject the application for membership of the Club - as appropriate) who shall within a further 56 day period meet together to review the decision of the Directors and if that committee passes a special resolution rescinding the expulsion (or rejection of the application to be a Member – as appropriate) then the Member must be reinstated (or accepted as a Member) as from the date of the special resolution.

7.3 Any Member expelled in accordance with these Articles or otherwise ceasing to be a Member of the Club remains liable for any outstanding fees or charges due from him at the date of expulsion or cessation.

8. Rights of Members personal

8.1 The rights of a Member as such are personal and are not transferable and cease upon his death.

9. Annual general meeting

9.1 The Club shall hold a general meeting in each year as its annual general meeting in addition to any other meetings in that year and shall specify the meeting as the annual general meeting in the notices calling it.

9.3 The annual general meeting shall be held at such time and place as the Directors appoint.

9.4 All Members of the Club shall be given 21 clear days notice, in accordance with Article 11, of the date of a proposed annual general meeting.

10. Extraordinary general meetings

10.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

10.2 The Directors may whenever they think fit and shall on a requisition made in writing by at least 100 Members or (if less) Members representing not less than one-fifth of the total voting rights of all the Members having at the date of deposit of the requisition a right to vote at general meetings convene an extraordinary general meeting.

10.3 Any requisition made by the Members must state the object of the meeting proposed to be called and must be signed by the requisitionists and deposited at the registered office of the Club.

10.4 On receipt of the requisition the Directors shall immediately proceed to convene an extraordinary general meeting.

10.5 If the Directors do not proceed to call a meeting within 21 days from the date of deposit of the requisition then the requisitionists or any of them representing more than one-half of all of them may convene such a meeting.

11. Notice of meetings

11.1 Accidental omission to give notice of any meeting to or non-receipt of such notice by any Member does not invalidate the proceedings at that meeting.

11.2 The Directors can deliver a notice or any other document to a member in the following ways:-

11.2.1 By electronic mail to an address notified by the Member to the Club in writing;

11.2.2 By posting a copy of the same on the Northamptonshire County Cricket Club website, which is located at www.nccc.co.uk (or such other website address as is notified to the Members from time to time).  (This method of communication  does not however preclude a Member from requesting that the hard copy of such notice be sent to his postal address);

11.2.3 By sending the notice or documents by pre-paid first class post to the address recorded for the Member.

The provisions contained in this Article 11.2 do not affect the provisions of any relevant legislation that require notice or documents to be delivered in any other particular way.

11.4 If a notice or document is sent by electronic mail it should be treated as being delivered at the time it was sent.

11.5 If a notice or document is sent by posting the same on a website, it is treated as being delivered when the material was first made available on the website, or if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available of the website.

11.6 Members may communicate with the Club by sending an email to the Club at such address as maybe specified by the Club from time to time for the receipt of such communications provided always that such Members communication must identify the name address and telephone number of the Member sending the same.

12. Quorum

12.1 No business may be transacted at any annual general meeting and or any extraordinary general meeting unless a quorum is present.

12.2 Twenty Members personally present is a quorum for such meetings.

12.3 If within half an hour from the time appointed for the meeting a quorum of Members is not present or if during a meeting such a quorum ceases to be present:-


12.3.1 if the meeting was convened on the requisition of Members it shall be dissolved;

12.3.2 in any other case the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Directors may determine and if at the adjourned meeting a quorum of Members is not present within half an hour of the time appointed for the meeting the Members present shall be deemed to form a quorum.

13. President

13.1 The Members may at every annual general meeting of the Club by ordinary resolution on the recommendation of the Directors designate one of the Members as the president of the Club (‘the President’).

13.2 The President or failing him the Chairman (as defined in Article 19.5 below) shall preside as chairman at every annual general and extraordinary meeting of the Club.

13.3 If there is no such chairman or if at any meeting he is not present within 15 minutes of the time appointed for the holding of the meeting the Members present may elect one of their number who is a Director to be chairman of the meeting.

13.4 If there is no Director present then the Members may elect any one of their number to be chairman of the meeting.

13.5 The Members may at any time by Ordinary Resolution remove the President.

14. Patrons/Honorary Life Members

14.1 The Members may from time to time by ordinary resolution on the recommendations of the Directors appoint a patron or patrons (a “Patron”) for the Club.  The Patron(s) so appointed shall be entitled to attend all meetings of the Members of the Club and shall be entitled to take part in such meetings but shall not be entitled to vote.

14.2. The Directors may by ordinary resolution award the status of Honorary Life Member to an individual who has made an exceptional contribution to the well being of the Club (an “Honorary Life Member”).  Honorary life membership shall confer on the recipient thereof such rights and shall be subject to such restrictions as the Directors shall determine from time to time save that no Honorary Life Member so designated shall be required to pay a Membership fee to maintain such status.  Honorary Life Members shall (save where otherwise specified in these Articles of Association) be entitled to all the rights of Members as set out in these Articles of Association.

The Directors may at any time by ordinary resolution rescind the award of the status of Honorary Life Membership.

14.3 The Members may at any time by Ordinary Resolution remove a Patron.

15. Adjournment

15.1 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.

15.2 No business may be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

16. Passing of resolutions

16.1 At any general meeting of the Club a declaration by the chairman that a resolution has been carried or carried unanimously or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book of proceedings of the Club is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

16.2 A majority of the Directors may prior to a vote being taken at any meeting of the Members demand that any matter shall be put to the vote of Members by means of a postal ballot. If a postal ballot is so demanded then the Directors shall proceed to take such postal ballot of the Members in such manner as they shall decide and the result of the postal ballot shall be deemed to be the resolution of the meeting at which the postal ballot was demanded.

17. Voting rights

17.1 Every Member of the Club may attend and vote at general meetings of the Club.

17.2 No Member may vote at any meeting unless all the money then due from him to the Club has been paid.

17.3 Every Member of the Club entitled to vote has one vote except that in case of equality of votes the chairman may have a second or casting vote.

17.4 No Honorary Life Member may vote at any meeting of the Club unless he or she holds in addition to their honorary membership, a paid up Membership of the Club.

18. Proxy voting

18.1 Votes cast at general meetings of the Club may be given either personally or by proxy.

18.2 Notwithstanding the provisions of Article 11.7 a proxy may only be appointed in writing under the hand of the appointor.

18.3 The instrument appointing a proxy must be deposited at the registered office of the Club not less than 48 hours before the time of holding the meeting at which the person named in such instrument proposes to vote.

18.4 Any instrument appointing a proxy must be in the following form:-

NORTHAMPTONSHIRE COUNTY CRICKET CLUB LIMITED

[I or We], (name) of (address), being [a Member or Members] of the above named Club, appoint (name) of (address), or, failing him, (name) of (address), as [my or our] proxy to vote in [my or our] name[s] and on [my or our] behalf at the [annual or extraordinary] general meeting of the Club to be held on (date) and at any adjournment.

Dated:

(signature(s) of Member(s))

19. Directors

19.1 The first Directors of the Club shall be the signatories to the Memorandum of Association of the Club and such other persons, as they shall appoint prior to the first annual general meeting of the Club.

19.2 No person (including an Honorary Life Member or other complimentary member holding no other class of membership) may be a Director of the Club unless they hold either a current paid up membership of the Club or are a past Capped Player of the Club.

19.3 Unless otherwise determined by an Ordinary Resolution of the Members of the Club and subject to Article 19.11 below the number of Directors shall be subject to such maximum number as is determined by the Directors from time to time.

19.4 Three Directors shall constitute a quorum at a Directors’ meeting.

19.5 The Directors shall at the first meeting that they have following each Annual General Meeting of the Club elect from amongst their number a person to serve as the chairman of the Club (the “Chairman”) who in case of equality of votes shall be entitled to have a second and casting vote.

19.6 The Directors of the Club shall cause proper minutes to be made of all meetings of the Board of Directors and of all committees of Directors and all business transacted at such meetings.  A resolution in writing signed by the Directors for the time being of the Club shall be as valid and effectual as it had been passed at a meeting of the Board of Directors or of any such committee of the Board of Directors.

19.7 A Director shall be entitled to vote at a meeting of the Board or any committee of the Board of Directors on any resolution concerning a matter in which he has directly or indirectly an interest which conflicts or may conflict with the interest of the Club provided that such Director shall have disclosed such an interest to the Board of Directors prior to taking part in any such vote.

19.8 The Directors of the Club shall be entitled from time to time to appoint a Chief Executive Officer of the Club and a Director of Cricket and such other executive officers as they shall think fit (“Executive Director”).  Such Executive Directors shall be entitled to receive notice of and to attend at and speak at all meetings of the Directors of the Club but shall not be entitled to take part in any vote at such meetings.

19.9 The Executive Directors (only) of the Club may on production of appropriate receipts be paid all traveling hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Board of Directors or any committee of the Directors or general meetings or otherwise in connection with the discharge of their duties as Executive Directors of the Club.

19.10 Such executive appointees shall not be subject to the retirement requirements set out in clause 20 hereof but shall be removable by the Directors at their discretion.

19.11 The Directors may at any time appoint any person or persons as additional Directors of the Club at any time where they consider that such persons can advantageously assist them in the management of the Club. Such appointments shall be valid notwithstanding that such appointments may cause the number of Directors to exceed the maximum number of Directors as set out in clause 19.3 above.

20. Retirement of Directors

20.1 At every annual general meeting of the Club one third of the Directors of the Club shall retire from office.

20.2 In addition, all Directors appointed by the Directors at their own election since the date of the preceding annual general meeting shall retire at the annual general meeting next following their appointment.

20.3 The Directors shall retire in order of seniority of election and in case of equal seniority the order of retirement shall be determined by lots drawn by the Directors.

20.4 The retiring Directors are eligible for re-election at the same or any other general meeting of the Club

21. Election of Directors

The election of Directors of the Club shall take place in the following manner:-

21.1 Any two Members of the Club may nominate any other Member to serve as a Director of the Club (with such nominated Member’s consent).

21.2 The name of each Member so nominated together with the names of his proposers must be sent in writing signed by all of them to the Chief Executive of the Club by no later than the 1st December in any year.

21.3 Candidates nominated for the position of Director must submit a written synopsis with their nomination of not less than 50 words and not more than 200 words in which such Members should outline the qualities which they feel they have to offer towards the management of the Club’s business. Such synopsis shall be delivered to the Chief Executive of the Club at the same time as their nomination is submitted under Article 21.2 above and shall be thereafter circulated to all Members of the Club no later than by the date set for the holding of the next following annual general meeting.

The Chief Executive Officer of the Club shall prohibit the circulation of the synopsis in whole or in part if he in his absolute discretion considers it to be potentially defamatory, misleading, inaccurate, in breach of copyright or otherwise unlawful.

21.4 Subject to the provisions in article 19.3, a vote shall be taken in respect of each Member properly nominated at the following annual general meeting.

22. Removal of Directors

The office of a Director is vacated if:-

22.1 his Membership of the Club is terminated in accordance with these Articles;

22.2 he absents himself from meetings of the Directors for a continuous period of six calendar months without special leave of absence from the other Directors; or

22.3 he gives the Directors notice that he resigns his office; or

22.4 he is removed by ordinary resolution passed at a general meeting of the Members of the Club.

23. Accounts

23.1 The Directors of the Club must ensure that proper books of account are kept in respect of:-


23.1.1 all sums of money received and expended by the Club; and

23.1.2  the assets and liabilities of the Club.

23.2 The books of account must be kept at the registered office of the Club or at such other place or places as the Directors think fit and must always be open to the inspection of the Directors.

24. Presentation of accounts

24.1 Once at least in every year the Directors must lay before the Club in general meeting an account of income and expenditure for the period since the preceding account.

24.2 A copy of such account must be sent to or made available to the persons entitled to receive notices of general meetings in the manner in which notices are to be given under these Articles 21 days prior to the meeting.

25. Powers of Directors

25.1 The Directors of the Club may exercise all powers that may be exercised by the Club and do anything that may be done by the Club except where under these Articles or any statute for the time being in force the power must be exercised or done by the Members of the Club in general meeting.

25.2 The Directors of the Club may issue debentures in any form or manner and for any amount and may raise or borrow for the purposes of the Club any sum or sums of money either upon mortgage or charge of all or any of the property of the Club whether present or future or on bonds or debentures secured by trust deed or otherwise or not secured as they may think fit.

26. Byelaws

26.1 The Directors of the Club may from time to time make alter and repeal any Byelaws they consider necessary or expedient or convenient for the proper conduct and management of the Club.

26.2 The Directors may adopt whatever means they consider sufficient to bring all Byelaws and or any alterations and repeals of the same to the notice of the Members of the Club

26.3 All Byelaws so long as they are in force are binding on all Members of the Club.

26.4 No Byelaws may be inconsistent with or affect or repeal anything contained in the Memorandum or Articles of Association of the Club or be in breach of any statutory provision.

26.5 Any Byelaw may be set aside by an ordinary resolution of a general meeting of the Club.

27. Delegation

27.1 The Directors of the Club may delegate any or all of their powers to a committee or committees appointed by the Directors.


27.2 In the exercise of the powers delegated to it a committee must conform to any regulations prescribed by the Directors.


27.3 Any delegation of powers or appointment of a committee may be recalled or revoked by the Directors at any time.

28. Indemnity

28.1 Subject to the provisions of the Act, but without prejudice to any indemnity to which the person concerned may otherwise be entitled, every director or other officer of the Club (other than any person (whether an officer or not) engaged by the Club as auditor) shall be indemnified out of the assets of the Club against any liability incurred by him for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club, provided that this Article.

28.1 shall be deemed not to provide for, or entitle any such person to, indemnification to the extent that it would cause this Article 28.1, or any element of it, to be treated as void under the Act.

29. Dissolution

29.1 Clauses 4 and 8 of the Memorandum of Association shall have an effect as if the provisions thereof were repeated in full in these Articles of Association.