Articles

ARTICLES OF THE ISLE-OF-WIGHT FRESHWATER ANGLING COMPANY.

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL 

Index to the Articles 

 

Part 1 

Interpretation and Limitation of Liability in the Articles  

The Act 

 

 Means the Companies Act of 2006 including any re-enactment or statutory modification 
The Company 

 

 means ‘ISLE OF WIGHT FRESHWATER ANGLING COMPANY whose registered office is at 16C Sandown Road, Sandown. This is the registered office of the company accountant. 
The Board  

 

 means ‘the Board of Directors of the Company acting collectively’. 
The Bye Laws  mean ‘Bye-Laws set out on the Company web site reviewed by the Directors from time to time’   

 

Objects of the Company are 

  1. To promote, protect and improve the angling interests of its members and to foster the art of angling at all levels. 
  2. To encourage would be members of all ages and abilities to participate 
  3. To provide though purchase or lease or under license venues suitable for angling 
  4. Provide angling facilities for the use by disabled persons by adaptions or modification wherever possible 

Unless the context otherwise requires, words or expressions contained in the Articles bear the same meaning as in the Act but excluding any statutory modification not yet in force, when the Articles become binding on the Company.   The masculine includes the feminine and where appropriate, the singular includes the plural. 

 

Liability of Members 

Every Company member undertakes to contribute to the Company’s assets if it is wound up while he is still a Company Member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he ceased to be a Company Member, for the costs, charges and expenses of winding up and for the adjustment of the right of the contribution among themselves, such amount as may be required, not exceeding ‘One Pound Sterling’. 

Part 2 

DIRECTORS 

1. Number: 

The maximum number of Directors is fourteen and minimum of two. A third of the Board forms a quorum at a meeting. 

2. Remuneration: 

No Director or Company Secretary shall be appointed to any salaried office. Money shall only be paid or given to a Director or Company Secretary for receipted expense’s incurred running the Company. 

3. Election: 

The Board will have the responsibility of appointing the Duties of Company Officers.  Directors may remain in post for three years without retiring from office and then re-stand for re-election if they so wish.  The names of those Directors who are vacating their appointments shall be posted on the web site. Any two full Members of the Company may propose and second a nomination to fill vacancies.  Names must be given to the Company Secretary, in writing, at least 90 days before the Annual General Meeting.  Elections shall take place at the Annual General Meeting and, in the event of there being more nominations than vacancies, an election shall be held by ballot.

4. Removal: 

The office of a Director shall be vacated by ordinary resolution before their expiration of their period of office if:- 

  1. They cease to be a Director by virtue of any provision of the Act 
  2. Their membership of the Company is terminated 
  3. They absent themselves from the Board meetings for a continuous period of three months without leave of absence from the remaining Directors 
  4. They become bankrupt or suffer from a mental disorder that renders them incapable of decision making or rational judgement. 
  5. They are disqualified from acting as a Director of any Company by a Court Order 
  6. A director can be removed by a seventy/thirty majority of the Board or by members of the Company at an Annual General Meeting or Extraordinary General Meeting. 

 5. Powers:  

    1. Subject to the provisions of the Act and these Articles and to any direction given by special resolution, the business of the Company shall be managed by the Directors. 
    2. The Directors may appoint any person to be an agent for the Company for such purposes and such conditions as they may determine. 
    3. All cheques and other negotiable transactions, shall be signed, drawn, accepted and otherwise executed as the Directors shall decide. 
    4. The Directors shall have the powers to fill any vacancy on the Board until the next Annual General Meeting.

PART 3 

DIRECTORS’ DUTIES AND RESPONSIBILITIES 

  • To assume responsibility for the Company and to enforce the company rules and bylaws.
  • To manage, maintain and develop all or any part of the leased or owned land and building occupied by the Company for the benefit of its members. 
  • To purchase, hire, lease and provide equipment for the successful operation of the Company. 
  • To hire and employ all classes of person considered necessary for the purpose of the Company and pay them in return for services rendered to the Company. 
  • To purchase, take or lease, hire or otherwise acquire equipment which the Company may think necessary for the benefit of the Company. 
  • To maintain and keep a record of all the Company’s assets.  
  • To do all such things as the Directors consider being in the best interests of the Company.  
  • The Directors shall appoint a Company Secretary from the membership to run the Company Business on a day-to-day basis 
  • Any Company Director who holds a Directorship or office in any other angling Association, Company or Club must declare that interest which will be recorded. To avoid any potential conflict of interest they will not be entitled to vote on any decisions which could support that interest.  

Status 

The Company is a non-profit making Company and, accordingly, all income and property howsoever derived shall be used solely towards the promotion of the Company.   No portion thereof shall be paid or transferred directly, or indirectly, as dividend, bonus or otherwise by way of profit to the Members of the Company or third parties. 

Company Management 

  1. It shall be the responsibility of the Board to meet Monthly to ensure effective management of the Company in all respects whenever possible. A minimum of 6 monthly meetings must be held. On line meetings are permissible whenever required.
  2. The Company Secretary will ensure that each Director has read only access to the online accounting software to enable all financial transactions to be seen, and an opportunity to question transactions if required. Directors will review the financial development policy as and when required. 
  3. A Chairperson will be selected at each Board meeting from the directors present, who shall have the casting vote at that Board meeting.

Accounts 

The Board shall collectively ensure that the Company Secretary maintains accounting records of all company financial transactions and a record of assets and liabilities of the Company in order to give a true and accurate record of the Company’s financial affairs. 

The Independent Accountant shall be appointed by the Directors. 

The annual accounts must be approved by the Board and signed by the Company Secretary on behalf of the Board. 

Minutes 

The Company Secretary will record the proceedings of each Board Meeting, and ensure that the minutes are available and presented to each Director before any subsequent meetings. An agenda will be presented to each Director prior to a Board Meeting, setting out items to be discussed. Copies of minutes may be seen by members but matters of a confidential or sensitive nature may be redacted if Directors deem appropriate before issue.

Membership 

  1. The Company Secretary will maintain a record of Company membership using commercial computer software, and access on a read only basis will be made available to all Company officials and Company bailiffs. The categories of available memberships and fees will be set by the Directors. 
  2. Membership of the Company shall be open to all, regardless of gender, age, disability, ethnicity, nationality, sexual orientation, religion, or other beliefs.   However, limitation of membership, according to available facilities, is allowable on a non-discriminatory basis. 
  3. The Company may have different classes of membership, on a non-discriminatory and fair basis. 
  4. The Board may refuse Company Membership, or remove it, only for good cause such as conduct or character likely to bring the Company or sport into disrepute.  An appeal against refusal or removal may be made to the Board. 
  5. Every Member, upon payment of subscription, which is subject to annual review, becomes entitled to the benefits and privileges of the Company.  Such payment is deemed to be a declaration of acceptance of the Company’s bye-laws and an agreement to be bound by them and any amendments which may follow. 
  6. Company Members who have paid a lump sum for life shall be known as Life Company Members. 
  7. Company Members whom have been granted Free Company Membership for outstanding service or contribution to the Company will be known as Honorary Company Members, and the duration of this membership will be decided by the Directors, and subject to annual review. 
  8. Any Company Member who ceases to be a Company Member for whatever reason forfeits all rights to claim upon the Company, its property or funds.  The Company Member remains liable for any fees or charges due to them as at the date of cessation.  They will contribute the sum of One Pound Sterling as set out at Part 1 of the Act. 

Bye-Laws 

The Board may from time to time make, amend and repeal any Bye-Law it considers necessary or expedient for the proper conduct and management of the Company in particular, but not exclusively:- 

  1. Regulate and prescribe such rules as it deems necessary for the nomination and election of the Directors. 
  2. Determine the categories of Company Membership. 
  3. Regulate all matters concerning disciplinary procedures, general administration. 

No Bye-Law may be inconsistent with anything contained in the Company’s Articles. 

General meetings 

a) Annual General Meeting 

The Company shall hold a general meeting in each year.  Notices will be placed in the Local Press, website or a letter to every Company Member, conveying such meeting.   Not more than fifteen months shall elapse between Annual General Meetings.   The Directors shall agree a date and time. Not less than fourteen days’ notice shall be given to Company Members.  

Business shall be restricted to – 

  1. Approval of minutes of previous Annual General Meeting and all Extraordinary Meeting held during the past year.
  2. Receive annual reports 
  3. Receive Accounts yearly report 
  4. Election of Directors 
  5. Amendments of Company Articles. 

b) Extraordinary General Meeting 

All general meetings, other than the Annual General Meeting, shall be called Extraordinary General Meetings, which may be summoned by the Board at any time, within twenty eight days’ notice to Company Members.   Additionally, the Board shall give notice of an Extraordinary General Meeting within twenty eight days of receiving a requisition for such a meeting signed by 10% of the Members of the Company, stating the resolution to be proposed.   

c) Notice 

Notice is to be given to all Company Members, but accidental omission to give notice of the general 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.  

d) Passing of Resolutions 

At any general meeting a resolution put to a vote shall be decided by a seventy/thirty majority.   

The Chairman will state that the resolution has, or has not, been passed whether unanimously or by a majority.   The entry to be recorded on the minutes. 

e) Voting

Every Member of the Company over sixteen years of age shall be entitled to vote at General Meetings, provided all monies due by him to the Company are paid.   In the case of proposed revisions to the Articles of the Company, at least two-thirds of those attending must support the resolution.  On all other subjects in the event of voting for or against the motion, the Chairman has a casting vote. 

f) Indemnity 

Subject to the Act, but without prejudice to any indemnity to which he may otherwise be entitled, every Director or other Officer or Committee Member of the Company. Will be indemnified out of the assets of the Company against any liability incurred by him in defending any procedure, whether civil or criminal alleging liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company, and in which judgement 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 Courts. 

g) Dissolution 

Upon dissolution of the Company, any remaining assets will be sold to settle any outstanding debts.   Any outstanding funds will be distributed to every member of five years standing. 

h) Communication 

Unless otherwise provided for in the Articles or by the Act, the Company may send a document to Company Members as follows – 

  1. Post in a prepaid envelope addressed to a Company Member 
  2. Electronic means email and website, and social media