SCOTT S COMPANY FORMATIONS STEPHEN MABBOTT ASSOCIATES 5 LOGIE MILL 14 MITCHELL LANE BEAVERBANK OFFICE PARK GLASGOW

Transcription

1 THE COMPANIES ACTS 1985 to 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL Company No THE SCOTTISH HOCKEY UNION LIMITED Incorporated the 14 th JUNE 2000 MEMORANDUM and ARTICLES of ASSOCIATION AS UPDATED 13 TH DECEMBER 2008 SCOTT S COMPANY FORMATIONS STEPHEN MABBOTT ASSOCIATES 5 LOGIE MILL 14 MITCHELL LANE BEAVERBANK OFFICE PARK GLASGOW LOGIE GREEN ROAD STRATHCLYDE EDINBURGH EH7 4HH G1 3NU Tel Tel Fax Fax DX ED 301 DX GW 208

2 THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF THE SCOTTISH HOCKEY UNION LIMITED 1. The Company s name shall be The Scottish Hockey Union Limited (hereinafter called the Union ). 2. The registered office of the Union shall be situated in Scotland. 3. The objectives of the Union shall be: a) to acquire the property assets and undertaking of the unincorporated body known as The Scottish Hockey Union and with a view thereto to enter into any Agreement or Agreements for that purpose; b) to act as the governing body for Hockey of hockey in all its forms but always excluding ice hockey (hereinafter called Hockey ) in Scotland; c) to foster encourage and develop Hockey in Scotland; d) to do all other things necessary or desirable for the promotion of the interests of Hockey; e) To make and enforce Rules and Regulations and to formulate and issue Codes of Ethics and Conduct for participants in Hockey at all levels and to make appropriate regulations to ensure that the carrying into effect of such codes of conduct, disciplinary procedures, anti-doping programmes, measures for the proper protection of children and young persons, anti-discriminatory procedures and rules of the Union are properly observed; and to promote the observance of the said codes procedures programmes measures and rules by its members and others. 4. The Union shall have without prejudice to the generality of the foregoing power to do all such lawful things as will further the foregoing objectives and in particular: a) to obtain collect and receive money and funds by way of contributions subscriptions fees donations legacies awards grants covenants or by organising functions or events or by any other lawful methods and to accept and receive gifts of property of any description; b) to decide all doubtful or disputed points arising within Scotland in connection with Hockey; c) to make vary alter maintain and enforce rules and regulations for the control and governance of Hockey in Scotland;

3 d) to promote the teaching of Hockey and to encourage those recognised as coaches teachers umpires and officials; e) to co-operate with schools education authorities universities colleges and others in the promotion and development of Hockey and of appropriate courses for players coaches teachers umpires and officials; f) to acquire lay out manage equip and maintain facilities or accommodation (whether vested on the Union or not) to be used for the playing teaching coaching or administration of Hockey; g) to purchase lease or by any other means acquire interests on or take options over any property whatever and any rights or privileges of any kind over or in respect of any property h) to improve manage construct repair develop exchange let on lease or otherwise mortgage charge sell dispose of turn to account grant licenses options rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Union; i) to apply for, register, purchase, or by any other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any parents, patent rights, brevets d invention, licenses, secret processes, trade marks, designs, protections, concessions and generally intellectual property or rights and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Union may acquire or propose to acquire; j) to invest and deal with the moneys of the Union not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made; k) to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with the Union), to enter into guarantees, contracts of indemnity and surety-ships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee on any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm of company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid); l) to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing to be mortgage, charge, standard security, lien or other security upon the whole or part of the Union s property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Union of any obligation or liability it may undertake or which may become binding on it; m) to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments;

4 n) to apply for, promote, and obtain any Act of Parliament, order or license of the Department of Trade and Industry or other authority for enabling the Union to carry any of its objects into effect, or for effecting any modification of the Union s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Union s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Union s interests; o) to enter into any arrangements with any government, body, or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Union s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, and concessions; p) to subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business on any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority (supreme, municipal, local or otherwise) in any part of the world; q) to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Union has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies; r) to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Union, or of undertaking any business or operations which may appear likely to assist or benefit the Union or to enhance the value or any property or business of the Union, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid; s) to sell or otherwise dispose of the whole or any part of the business or property of the Union, either together or in portions, for such consideration as the Union may think fit, and in particular for shares, debentures or securities of any company purchasing the same; t) to act as agents or brokers and as trustees for any person, firm or company or in any appropriate manner, and to undertake and perform sub-contracts; u) to remunerate any person, firm or company rendering services to the Union either be cash payment or otherwise as may be thought expedient; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been Directors of, or who are or have been employed by, or who are serving or have served the Union, of any company which is a subsidiary of the Union or the holding company of the Union or a fellow subsidiary of the Union or the predecessors in business of the Union or of any such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds for schemes (whether

5 contributory or non-contributory) for the benefit of any such persons and of their wives, widows, children and other relatives and dependants; v) to pay all or any expenses incurred in connection with the promotion, formation and incorporation or the Union, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscriptions of any shares or other securities of the Union; w) to support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Union or its Directors or employees, or may be connected with any town or place where the Union carries on business; x) to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, subcontractors or otherwise and either alone or in conjunction with others; y) to do all other things as may be deemed incidental or conductive to the attainment of the Union s objects or any of them. AND so that: (1) None of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this Clause or by reference to or inference from the name of the Union. (2) None of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Union shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as though each such sub-clause contained the objects of a separate Union. (3) The word company in this Clause, except where used in reference to the Union shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere. (4) In this Clause the expression the Act means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force. 5. The income and the property of the Union shall be applied solely towards the promotion of the objectives set forth in this Memorandum. No portion of the income or property of the Union shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any member of the Union. Provided that nothing herein shall prevent any payment in good faith by the Union; i of reasonable and proper remuneration to any member, officer or servant of the Union for any services rendered to the Union and of travelling and out-of-pocket

6 ii iii iv expenses necessarily incurred in carrying out the duties of any member of the board, officer or servant of the Union of interest and money lent by a member of the Union or of its Board at a rate per annum not exceeding 2% less than Royal Bank of Scotland rate or 6% whichever is greater; to a company of which the member of the Union or of its Board may be a member holding not more than 100 th part of the capital of such Company; of a reasonable and proper rent for premises let by any member of the Union to the Union. 6. The liability of the Members is limited. 7. Every member of the Union undertakes to contribute such amount as may be required (not exceeding 1) to the Unions assets Wit should be wound up while he is a Member or within one year after he ceases to be a Member for payment of the Union s debts and liabilities contracted before he ceases to be a Member, and of the costs, charges and expenses of winding up, and for adjustment of the rights of the contributors among themselves. 8. If upon the winding up or dissolution of the Union there remains after satisfaction of all its debts and liabilities any property whatsoever or shall not be paid to or distributed among the members of the Union but given or transferred to some other body having objectives similar to the objectives of the Union and which shall prohibit the distribution of it or their income and property to an extent at least as great as is imposed on the Union under or by virtue of Clause 5 hereof such body or bodies to be determined by the Members of the Union at or before the time of dissolution; and in the absence of such determination the said property shall be transferred and conveyed to The Scottish Sports Council Trust Company incorporated under the Companies Act in Scotland (Company Number ) to be used to further the development of sport in Scotland.

7 WE, the subscribers to this, Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum Names Addresses and Descriptions of Subscribers STEPHEN MABBOTT LTD. 14 MITCHELL LANE GLASGOW G1 3NU BRIAN REID LTD 5 LOGIE MILL BEAVERBANK OFFICE PARK LOGIE GREEN ROAD EDINBURGH EH7 4HH DATED the 9 th MAY 2000 Witness to the above Signatures:- ANNE SHANKS 5 LOGIE MILL BEAVERBANK OFFICE PARK LOGIE GREEN ROAD EDINBURGH EH7 4HH Company Registration Agent

8 THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF THE SCOTTISH HOCKEY UNION LIMITED PRELIMINARY 1. Subject to the Articles hereinafter contained and the modifications hereinafter expressed the regulations contained in the Companies (Tables A-F) Regulations 1985 as amended by the Companies (Tables A-F) (Amendment) Regulations 1985 shall constitute the Articles of Association of the Union. Said regulations are hereinafter referred to as Table A. 2. Regulations 2 35 inclusive, 54, 55, 57,59, inclusive, 110, 114, 116, 117, of Table A shall not apply to the Union. INTERPRETATION 3.1 In regulation I of Table A the definition of the holder shall be omitted. 3.2 In these Articles the Union shall mean the Scottish Hockey Union and reference in Table A to the company shall, unless the context otherwise required be construed as references to the Union. 3.3 In these Articles the sport (or Hockey ) shall mean the sport of hockey in all its forms in Scotland but always excluding ice hockey. MEMBERSHIP 4.1 The subscribers to the Memorandum of the Association of the Union and such other persons as are admitted to membership in accordance with the Articles shall be members of the Union. No person shall be admitted a member of the Union unless he is approved by the Directors. Every person who wishes to become a member shall deliver to the Union an Application for membership in such form as the Directors require executed by him. 4.2 The Directors shall not be entitled to admit to membership of the Union any person unless they are satisfied that he is acting as a Trustee for a Club which supports the objectives of the Union and has a Constitution acceptable to the Directors. 4.3 The Directors may admit as joint members two or more persons acting as Trustees for one club, and may also register as a joint member any additional or replacement Trustee for a club whose Trustee has already been admitted to membership, and where two or more persons are acting as Trustees for such a club the expressions member and membership shall be construed accordingly. Save in accordance with

9 the provisions of this article 4.3 the Directors shall not admit to membership more than one person acting as Trustee for any one club. 4.4 A member of the Union may withdraw from the Union on giving not less than seven days clear notice to the Union. Withdrawal shall not be effective unless the Directors are satisfied that it has been executed by a person duly authorised to act on behalf of the Club whose trustees have been admitted to membership. Membership shall not be transferable. 4.5 The Directors may at any time remove from membership of the Union any person upon the Directors being satisfied that he or the Club which he represents is no longer fit and proper to be a member of the Union, or has ceased to exist. Any member aggrieved by such a decision shall have the right to require the Directors to convene a Extraordinary General Meeting of the Union which may be addressed at reasonable length and at the discretion of the Chairman by the member or by a representative of the Club for which he is acting. Such a meeting shall be held at a time and place fixed by the Directors, acting reasonably, but not later than one year after the date of the expulsion in question. The decision of the Union in general meeting with respect to the expulsion shall be final and binding on all concerned. 4.6 The Directors may enrol as Honorary Members of the Union (in the categories Honorary Annual and Honorary Life Member) any person who in the opinion of the Directors has given distinguished service to the Sport/Hockey. The Directors shall also have the power to enrol as Annual or Life Members those persons who have paid or agreed to pay such life or annual subscription to the Union as the Directors may determine. Individuals enrolled as Honorary Members of the Union in any of the categories specified in this Article shall not by virtue of such enrolment have any liability to pay subscriptions, levies or other sums due to the Union, nor shall they have any right to receive notice of, attend or vote at general meetings of the Union. The Directors shall also have the power, at their unfettered discretion, to remove from the roll of Honorary Members of the Union any person enrolled in any of the categories referred to in this Article, at anytime. VOTING 5.1 On a show of hands and on a poll every member present in person or by proxy shall have one vote. 5.2 In the case of joint members, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint members; and seniority shall be determined by the order in which the names of the members shall stand in the Register of Members. 5.3 On a poll votes may be given either personally or by proxy. A member may appoint another member or a Director of the Union as his proxy to attend and, on a poll, to vote on his behalf. DIRECTORS 6.1 Unless otherwise determined by Ordinary Resolution the number of Directors shall be not less than seven nor more than thirteen. 6.2 One of the Directors shall be elected as President of the Union. At the Annual General Meeting at which a Director holding such office retires, the Company shall elect a Director (whether a Director retiring by rotation or not) to hold that office in his place, and in the absence of any such election the retiring President, shall continue to hold that office. In the event of any casual vacancy arising in such office the Directors shall elect one of their own

10 number to hold that office until the next Annual General Meeting. A Director who retires from any such office shall, if he continues to be a Director, be eligible for re-election to that office. 6.3 Without prejudice to Regulation 81 of Table A, the office of a Director shall be vacated if he becomes incapable by reason of illness or injury of managing and administering his property and affairs. 6.4 Directors expenses The words of any class of shares or shall be omitted from regulation 83 of Table A. PROCEEDINGS OF DIRECTORS 7.1 The Directors shall appoint one of their number to be the Chairman of the Board of Directors for a period of one year or (if such an event should happen earlier) until such time as the Chairman ceases for any reason to be a Director or is removed by a notice signed by all other Directors. The Chairman so appointed shall preside at every meeting of the Directors provided that if he shall not be present within 15 minutes after the time appointed for the holding of a meeting of the Board, the Directors present shall elect one of their number to be Chairman of that meeting. Regulation 91 of Table A shall not apply to the Union. 7.2 Any Director shall, if he continues to be a director, be eligible for re-election as the Chairman of the Board of Directors. 7.3 In paragraph (c) of Regulation 94 of Table A the word debentures shall be substituted for the words shares, debentures or other securities in both places where they occur. POWERS OF BOARD OF DIRECTORS 8.1 The Directors shall have the power to make Bye-laws to regulate the conduct of Clubs and individuals participating in Hockey, including the imposition of financial and other penalties for infringement. 8.2 In regulation 70 of Table A the words a special resolution shall be deleted and the words by the company in general meeting substituted therefor. GENERAL MEETINGS 9.1 The Annual General Meeting of the Union shall be held each year prior to the 30 th June at such time and place as the Board shall determine. 9.2 The words and at any separate meetings of the holders of any class of shares in the company shall be omitted from Regulation 44 of Table A. Paragraph (d) of Regulation 46 of Table A shall be omitted. 9.3 No business shall be transacted at any meeting unless a quorum is present. Twenty five persons entitled to vote upon the business to be transacted, each being a member or in the proxy for a member, shall be quorum. Regulation 40 of Table A shall not apply to the Union. MINUTES

11 10.1 In Regulation 38 of Table A: a) in paragraph (g) the words of total voting rights at the meeting of all the members shall be substituted for in nominal value of the shares giving that right and, b) the words the notice shall be given to all the directors and auditors shall be substituted for the last sentence The words of the holders of any class of shares in the Company shall be omitted from Regulation 100 of Table A. THE SEAL 11.1 The Union shall not be obliged to have a Common Seal. FINANCE 12.1The Directors may raise funds by way of loan, levy or subscription in such manner and of amount as may be approved by the Union in general meeting. NOTICES 13.1The second sentence of Regulation 112 of Table A shall be omitted The words or the holders of any class of shares in the Company shall be omitted from Regulation 113 of Table A. INDEMNITY 14.1 Every Director or other officer of the Union shall be indemnified out of the assets of the Union against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under section 144 or section 727 of the Act in which relief is granted to him by the Court and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Union in the execution of the duties of his office or in relation thereto; but this Article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act Regulation 118 in Table A shall not apply to the Union. Names Addresses and Descriptions of Subscribers

12 STEPHEN MABBOTT LTD. 14 MITCHELL LANE GLASGOW G1 3NU BRAIN REID LTD. 5 LOGIE MILL BEAVERBANK OFFICE PARK LOGIE GREEN ROAD EDINBURGH EH7 4HH DATED the 19 th MAY 2000 Witness to the above Signatures:- ANNE SHANKS 5 LOGIE MILL BEAVERBANK OFFICE PARK LOGIE GREEN ROAD EDINBURGH EH7 4HH Company Registration Agent