Articles of Association
MEMORANDUM OF ASSOCIATION
COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF THE AMATEUR JOCKEYS ASSOCIATION OF GREAT BRITAIN LIMITED
The name of the company is The Amateur Jockeys Association of Great Britain Limited
2. Registered Office
The registered office of the company will be situated in England
The company’s objects are:
3.1 to acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as the Amateur Jockeys Association of Great Britain;
3.2 to promote member’s facilities and to encourage social interaction among the members of the company;
3.3 to maintain the highest standards of honour integrity and courtesy among amateur jockeys and to support and protect their character status and interests generally;
3.4 to encourage amateur jockeys races and safeguard the interests of all amateur jockeys and with that object to communicate and co-operate with the racing authorities both in Great Britain and overseas;
3.5 to acquire by purchase, lease or otherwise land or property as may be deemed by the company likely to advance or benefit, either directly or indirectly, the interest of the company;
3.6 to manage, improve, cultivate and maintain all or any part of the lands and other property of the company, and to demise, sell or otherwise deal with and dispose of them, either together or in portions, for such consideration as the company may think fit, and, in particular, for shares, debentures or securities of any company purchasing them;
3.7 to purchase, hire make or provide and maintain, and to sell or otherwise dispose of all kinds of equipment and other things required or which may be conveniently used in connection with any premises of the company by persons frequenting them, whether members of the company or not;
3.8 to buy, prepare, make, supply, sell and deal in all kinds of products, equipment and group or other insurances and without prejudice to the generality of the foregoing any other services, goods or products likely to be used by or to be for the benefit of members of the company;
3.9 to hire and employ all classes of persons considered necessary for the purposes of the company and to pay them and other persons in return for services rendered to the company salaries, wages, charges and pensions;
3.10 to promote and hold, either alone or jointly with any other association, club or persons, meetings, competitions and horse races or other sports and to offer, give or contribute towards prizes medals and awards and to promote, give or support dinners, balls, concerts and other entertainments;
3.11 to establish, promote or assist in establishing or promoting, and to subscribe to, or become a member of, any other associations or clubs whose objects are similar or in part similar to the objects of the company, or the establishment or promotion of which may be beneficial to the company provided that no subscription may be paid to any such other association or club out of the funds of the company, except bona fide in furtherance of the objects of the company;
3.12 to support and subscribe to any charitable or public body and any institution, society or club that may be for the benefit of the company or its employees, or may be connected with horse racing; to give pensions, gratuities, Christmas boxes or charitable aid to any person who may be served the company, or to the wife, widow, children or other relative of any such person; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any persons employed by the company;
3.13 to invest and deal with the money of the company not immediately required upon such securities and in such manner as may from time to time be determined;
3.14 to borrow or raise and give security for money by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the company or by mortgage or charge upon all or any part of the property of the company;
3.15 to do such things as the directors consider to be in the best interests of the company and
3.16 to do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.
4. The income and property of the company shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to members of the company PROVIDED THAT nothing herein shall prevent any payment in good faith by the company:
4.1 of reasonable and proper remuneration to any member, officer or servant of the company for any services rendered to the company;
4.2 of interest on money lent by any member of the company at a reasonable and proper rate per annum not exceeding the published base lending rate of a clearing bank to be selected by the directors;
4.3 of reasonable and proper rent for premises demised or let by any member of the company;
4.4 to any director of out of pocket expenses;
4.5 of fees, remuneration or other benefit in money or money’s worth to any company of which a member may also be a member holding not more than 1% of the issued share capital of that company;
4.6 of any premium in respect of any such insurance as is permitted by the Memorandum of Association of the company.
5. Limited Liability
The liability of the members is limited.
6. Undertaking to contribute to assets
Every member of the company undertakes to contribute such amount (not exceeding £1) to the company’s assets if it is wound up while he is a member or within one year after he ceases to be a member as may be required for payment of the company’s debts and liabilities contracted before he ceases to be a member and the costs, charges and expenses of winding up, and for the adjustment of the rights of contributories among themselves.
7. Winding Up
If on the winding up of the company there remains any surplus after satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the company, but shall be given or transferred to some other body (whether or not it is a member of the company) having objects similar to those of the company, or to another body the objects of which are charitable.
We the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.
ARTICLES OF ASSOCIATION
COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF THE AMATEUR JOCKEYS ASSOCIATION
OF GREAT BRITAIN LIMITED
In these articles:
1.1 ‘the Act’ means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force;
1.2 ‘the club’ means The Amateur Jockeys Association of Great Britain Limited;
1.3 ‘membership secretary’ means the membership administrator of the club or any other person appointed to perform the duties of the membership administrator of the club, including a joint, assistant or deputy membership administrator;
1.4 ‘Company Secretary’ means the Company Secretary of the club for the time being;
1.4 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 not in force when these articles become binding on the club;
1.5 the masculine includes the feminine and, where appropriate, the singular the plural.
The club is established for the purposes expressed in the memorandum of association.
3.1 The number of members with which the club proposes to be registered is 600 but the directors may, whenever the business of the club requires it, authorise an increase of members.
3.2 Everyone that is an amateur rider licensed as such under the Rules of Racing by the Stewards of the Jockey Club is qualified to be elected as an Ordinary member of the club.
3.3 The first members of the club (being Ordinary, Life Associate and Honorary members) are the signatories to the memorandum of association and these articles and every person who at the date of incorporation of the club was a member of the unincorporated club known as the Amateur Jockeys Association of Great Britain referred to in paragraph 3.1 of the memorandum of association, and who, on or before 30 June 2001 or during such extended period as the directors may determine, signs and delivers to the membership secretary the form of membership prescribed by the directors.
4. Application for membership
The application for membership of every candidate must be in writing, signed by the candidate, and must be in the form that the directors from time to time prescribe.
5.1 The annual and other subscriptions and entrance fee (if any) payable by members of the club are to be such as the directors from time to time prescribe.
5.2 Every application for membership must be accompanied by a remittance to cover the entrance fee (if any) and the appropriate subscription from the date of application to the following 31 December and in the event of non-election the remittance must be returned to the candidate.
6. Life Associate and Honorary members
6.1 The directors may elect any person a Life Associate or Honorary member of the club for such period and on payment of such subscription (if any) as the directors may determine
6.2 Save that only Life Associate members and Honorary members who have at some time been amateur riders licensed as such under the Rules of Racing by the Stewards of the Jockey Club shall be entitled to vote at general meetings every Life Associate and Honorary member is entitled to all the privileges and subject to all the duties of a member of the club.
7. Election of members
Every candidate for election who is qualified for membership and who has tendered the appropriate entrance fee (if any) and subscription shall be elected to membership unless the directors of the club unanimously determine to the contrary.
8. Rights of members
Subject to the provisions of these articles every member is entitled to all the rights and subject to all the duties of a member of the club.
9. Notice of resignation
Any member wishing to resign his membership of the club must give notice in writing of his intention to do so, addressed to and deposited with the membership secretary.
10. Non payment of subscriptions
Any member whose annual subscription is unpaid on 1 February or such later date as the directors may determine ceases to be a member of the club and forfeits 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.
11. Expulsion of members
11.1 If the conduct of any member is in the opinion of the directors injurious to the character of the club or objectionable in any respect, that member may be asked by the directors to resign, and, if he does not resign within one week, the directors may invoke any disciplinary and grievance procedures from time to time in force pursuant to article 35.
11.2 If any member is convicted on indictment of any criminal offence or is adjudged a bankrupt, or makes any composition or arrangement with his creditors or, being engaged in any profession, is prohibited by the disciplinary body of that profession from continuing to practice that member ipso facto ceases to be a member of the club but any person so ceasing to be a member may be readmitted to membership by the directors at their discretion.
11.3 Any member expelled in accordance with these articles, or otherwise ceasing to be a member of the club, forfeits all rights to or claim upon the club or its property or funds or any return of fees paid and remains liable for any outstanding fees or charges due from him at the date of expulsion or cessation.
12. Rights of members personal
The rights of a member as such are personal and are not transferable and cease upon his death.
13. Annual general meeting
13.1 The club must hold a general meeting in each year as its annual general meeting in addition to any other meetings in that year, and must specify the meeting as the annual general meeting in the notices calling it.
13.2 Not more than 14 months may elapse between the date of one annual general meeting of the company and that of the next.
13.3 The annual general meeting must be held at such time and place as the directors appoint.
14. Extraordinary general meeting
14.1 All general meetings other than annual general meetings must be called extra-ordinary general meetings.
14.2 The directors may, whenever they think fit, and must, on a requisition made in writing by at least 30 members or members representing not less than one-tenth 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, whichever is the lesser, convene an extraordinary general meeting.
14.3 Any requisition made by the members must state the object of the meeting proposed to be called, and must be signed by the requisitionist and deposited at the registered office of the club.
14.4 On receipt of the requisition the directors must proceed to convene an extraordinary general meeting of the club.
14.5 If the directors do not proceed to call a meeting within 21 days from the date of the deposit of the requisition, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may convene such a meeting.
15. Notice of meetings
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.
16.1 No business may be transacted at any meeting unless a quorum is present.
16.2 Save as otherwise provided in these articles, five members personally present is a quorum.
16.3 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:
16.3.1 if the meeting was convened on the requisition of members, it must be dissolved;
16.3.2 in any other case the meeting stands 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 may form a quorum.
17.1 The President, and failing him a Vice President, must preside as chairman at every general meeting of the club.
17.2 If there is no such chairman, or, if at any meeting he is not present within 15 minutes of the time of holding the meeting, the members present may elect one of their number who is a director to be chairman of the meeting.
17.3 If there is no director present, then the members may elect any one of the number to be chairman of the meeting.
18.1 The chairman may, with the consent of a meeting at which a quorum is present (and must if so directed by the meeting), adjourn the meeting from time to time and from place to place.
18.2 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.
19. Passing of resolutions
19.1 At any general meeting:
19.1.1 a declaration by the chairman that a resolution has been carried, or carried unanimously, or carried by a particular majority, or lot, or not carried by a particular majority; and
19.1.2 an entry to that effect in the book of proceedings of the club
are conclusive evidence of the fact that without proof of the number or proportion of the votes recorded in favour of or against the resolution, unless a poll is demanded by the chairman or by at least five members having the right to vote at the meeting.
19.2 If a poll is demanded in the above manner, it must be taken in such manner as the chairman directs, and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded.
20. Voting Rights
20.1 At any general meeting:
20.1.1 every Ordinary member; and
20.1.2 every Life Associate member and Honorary member entitled (pursuant to article 6.2) to vote
may attend and (subject to article 20.2) vote.
20.2 No member may vote at any meeting unless all the money then due from him to the club has been paid.
20.3 Every Ordinary member and Life Associate member and Honorary member entitled to vote has one vote and no more, except that, in case of equality of votes, the chairman may have a second or casting vote.
21. Proxy voting
21.1 On a poll votes may be given either personally or by proxy.
21.2 A proxy must be appointed in writing under the hand of the appointor.
21.3 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.
21.4 Any instrument appointing a proxy must be in the following form:
The Amateur Jockeys Association of Great Britain 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.
22.1 The directors of the club (who need not be members) are the President and not less than two or more than six others (who need not be members) elected as provided in these articles.
22.2 Three directors are a quorum at a directors’ meeting.
22.3 The directors may from time to time elect a chairman who in case of equality of votes may have a casting vote.
22.4 The First directors of the club are:
23. President and Vice Presidents
23.1 The President and Vice Presidents (who shall not number more than three) shall be appointed by the directors for such term and upon such conditions as they shall think fit.
23.2 The First President shall be Gay Kindersley of College Farm, East Garston, Berkshire and the First Vice Presidents shall be John Ciechanowski of Doughnut Cottage, East Garston, Berkshire and Bill Shand Kydd of Horton Hall, Leighton Buzzard, Bedfordshire.
No director or officer of the club, other than the Company Secretary, may receive any remuneration for his services in the capacity of director or officer (but may receive remuneration for any other services rendered) but nothing contained in these articles is to prohibit payment by the club of any sum to the Company Secretary for clerical or other assistance.
25. Age limits
There is no age limit for directors and accordingly Section 293(2)-(6) of the Act does not apply to the club.
26. Retirement of directors
26.1 At every annual general meeting of the club one director of the club must retire from office.
26.2 The retiring director is eligible for re-election at the same or any other general meeting of the club.
26.3 The First directors must retire in the following order:
First to retire – Di Arbuthnot
Second to retire – Marcus Armytage
Third to retire – Johnny Greenall
Fourth to retire – Gay Kindersley
Fifth to retire – Elain Mellor
26.4 Subject to article 26.3 the directors must retire in order of seniority of election in addition to the directors retiring under article 31, and in case of equal seniority, the order of retirement must be determined by lot.
27. Election of directors
Subject as provided above, the election of directors of the club, must take place in the following manner:
27.1 Any two members of the club may nominate any other person to serve as a director of the club, having previously received his assent.
27.2 The name of each person so nominated, together with the names of his proposer and seconder, must be sent in writing signed by all three of them to the registered office of the club at least 28 days before the annual general meeting.
27.3 A list of the candidates’ names in alphabetical order, with the proposers’ name seconders’ names, must be posted to the members of the club not less than 14 days before the annual general meeting.
27.4 Balloting lists must be prepared (if necessary) containing the names of the candidates only in alphabetical order.
27.5 Each member present at the annual general meeting and qualified to vote may vote for any number of candidates not exceeding the number of vacancies.
27.6 If insufficient candidates are nominated, the directors may elect any other person or persons to fill the remaining vacancy or vacancies.
27.7 If any candidate declines to serve after being elected, the candidate who has the next largest number of votes must be deemed to be elected.
27.8 If two or more candidates obtain an equal number of votes, the directors must select by lot from such candidates the candidate or candidates who is or are to be elected.
28. Appointment of Chief Executive, Racing Executive and Membership Secretary
28.1 The Chief Executive, Racing Executive and membership secretary may be appointed by the directors for such term, at such remuneration and upon such conditions as they think fit.
28.2 The directors may terminate the appointment of Chief Executive and/or Racing Executive and/or membership secretary and fill any vacancy in the office.
28.3 The first Chief Executive is Sandy Murphy of Croft Cottage, 29 Manor Road, Farnley Tyas, Huddersfield and the first membership secretary is Weatherbys, Sanders Road, Wellingborough, Northamptonshire.
28.4 The Chief Executive shall be responsible for and shall have all such powers as are necessary for the implementation of decisions of the directors and the Executive Committee and the day to day management of the club and without prejudice to the generality of the foregoing he shall be empowered to make and sign contracts for the club.
28.5 The Racing Executive shall provide assistance and support to the Chief Executive and perform such other functions as the directors shall from time to time determine.
29. Company Secretary
Subject to the provisions of the Act, the Company Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any Company Secretary so appointed may be removed by them.
30. Casual vacancies
30.1 All casual vacancies arising amongst the directors or officers of the club may be filled by the directors.
30.2 Any director or officer (other than the Company Secretary) appointed to fill a casual vacancy must retire at the following annual general meeting.
31. Removal of directors
The office of a director is vacated if:
31.1 he gives the directors one calendar month’s notice in writing that he resigns his office; or
31.2 he is removed by extraordinary resolution passed at a general meeting of the club.
32.1 The directors of the club must ensure that proper books of account are kept in respect of:
31.2.1 all sums of money received and expended by the club and the matters in respect of which the receipts and expenditure take place; and
31.2.2 the assets and liabilities of the club.
32.2 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.
32.3 The directors must from time to time determine whether, and to what extent, and at what times and places, and under what conditions and regulations, the accounts and books of the club, or any of them, are to be open to the inspection of members of the club who are not directors.
32.4 No member who is not a director has any right to inspect any account or book or document of the club except as conferred by statute or authorised by the directors.
33 Presentation of accounts
33.1 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.
33.2 A balance sheet must be made out in every year and laid before the club in general meeting, made up to a date not more than six months before such meeting.
33.3 A copy of the balance sheet must be sent to, or made available to, the person 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.
33.4 Every account and balance sheet must be accompanied by a report of the directors and the account, report and balance sheet must be signed by two directors
34 Powers of directors
34.1 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 the thing be done by the club in general meeting.
34.2 The directors may act notwithstanding vacancies.
34.3 The directors of the club may issue debentures, debenture stock, bonds, or obligations of the club at any time, 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.
35.1 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, and in particular, but not exclusively they may by such byelaws:
35.1.1 regulate the conduct of members of the club in relation to one another and to the club’s staff;
35.1.2 implement disciplinary and grievance procedures binding upon members of the club;
35.1.3 impose fines or expel members for breach of any byelaw or any article of association of the club; and
35.1.4 regulate all matters that are commonly the subject of club rules.
35.2 The directors must adopt whatever means they consider sufficient to bring all byelaws, alterations and repeals to the notice of the members of the club.
35.3 All byelaws, so long as they are in force, are binding on all members of the club.
35.4 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.
35.5 Any byelaw may be set aside by a special resolution of a general meeting of the club.
36.1 The directors of the club may at any time and from time to time delegate any of their powers to an Executive Committee appointed by the directors for such period and upon such terms as the directors see fit and the Executive Committee may, in turn, appoint sub-committees if so authorised by the directors.
36.2 The Executive Committee shall comprise not more than nine people who can be directors but who need not be members of the club.
36.3 In the exercise of the powers delegated to it, a committee must conform to any regulations prescribed by the directors.
36.4 Any delegation of powers or appointment of a committee may be recalled or revoked by the directors at any time.
An accountant or auditor must be appointed and his duties regulated in accordance with the Act and The Companies Act 1985 (Audit Exemption) Regulations 1994 and any amendment thereto and such other enactment or regulations as may be for the time being in force.
The club shall be wound up voluntarily whenever a special resolution is passed that the club be wound up. Clause 7 of the Memorandum of Association of the club shall have effect as if the provisions of that clause were repeated in these articles.
39.1 A notice may be given by the club to any member personally, by sending it by post in a prepaid envelope addressed to the member at his registered address or by posting it in a conspicuous place in the club room of the club
39.2 Where a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice and is deemed to have been effected at the expiration of 48 hours after the envelope containing it was posted.
The headings in these articles do not form part of them or in any manner affect the interpretation or construction of them.