IRISH BASKETBALL ASSOCIATION LIMITED. (Trading as Basketball Ireland) ARTICLES OF ASSOCIATION

IRISH BASKETBALL ASSOCIATION LIMITED (Trading as Basketball Ireland) ARTICLES OF ASSOCIATION September 2003 Revised August 2010 Revised June 2012 The Irish Basketball Association Ltd., National Basketball Arena Tymon Park, Dublin 24. Ph. 01-4590211 Fax. 01-4590212

COMPANIES ACTS 1963 TO 2001 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF THE IRISH BASKETBALL ASSOCIATION LIMITED PRELIMINARY 1. In these Articles:- The Regulations contained in Table C of the Companies Acts, 1963 to 2001 shall apply to the Company save in so far as they are hereby varied or excluded. "the Directors" means the Directors for the time being of the Company or the Directors present at a meeting of the Board of Directors and includes any person occupying the position of Director by whatever name called; The Board shall mean the members for the time being of the Board Of the Irish Basketball Association hereby constituted or the members of the Board present at a meeting of the Board who shall be Directors of the Company as shall be any person occupying the position of Director by whatsoever name called. "Secretary" means any person appointed to perform the duties of the Secretary of the Company; IBA Articles 28/08/2013 2

"the Seal" means the Common Seal of the Company; "the office" means the registered office for the time being of the Company The Association shall mean this company The Irish Basketball Association Limited. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and any other modes of representing or reproducing words in a visible form. Unless the contrary intention appears, words or expressions contained in these Articles shall bear the same meaning as in the Act, or any statutory modification thereof in force at the date at which these Articles become binding on the Company. MEMBERS 2. The number of members with which the Association proposes to be registered is unlimited. 3. The subscribers to the Memorandum of Association and such other persons as the Directors shall admit to membership shall be members of the Association. 4. The rights and liabilities attaching to any Members of the Association may be varied from time to time by a Special Resolution of the Association. 5. There will be provision for a wide range of membership of the Association which will be defined in the bye-laws of the Association. 6. Membership of the association shall be in one of the following categories: IBA Articles 28/08/2013 3

a) Voting Members I. Clubs who are affiliated to the Association. II. Schools who are affiliated to the Association. III. Colleges who are affiliated to the Association. IV. Technical Grouping who are individuals with specialist technical qualifications as licensed by the Association and defined in the bye-laws. V. The Directors Of The Company VI. Area Boards who are affiliated to the Association VII. Regional Boards who are affiliated to the Association b) Non Voting Members I. Associate Membership: Membership is open to Individuals, with no voting rights; II. Corporate Membership: Membership is open to interested Corporations with no voting rights; III. Life Membership: as defined in the bye-laws IV. Honorary Members: as defined in the bye-laws V. And other categories of members as defined by the Association in its bye-laws GENERAL MEETINGS 7. All general meetings of the Association shall be held on the island of Ireland. 8. The Association shall in each year hold a general meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meetings as such in the notices calling it; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Association and that of the next. 9. So long as the Association holds its first Annual General Meeting within 1 8 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. Subject to Article 5 (table C.), the Annual General Meeting shall be held at such time and at such place on the Island of Ireland as the Directors shall appoint. IBA Articles 28/08/2013 4

10. All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. 11. The Directors may, whenever they think fit, convene an Extraordinary General Meeting and Extraordinary General Meeting as shall also be convened on such requisition or in default may be convened by such requisitions as provided by Section 132 of the Act. If at any time there are not within the State sufficient Directors capable of acting to form a quorum any Director or any two members of the Association may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors. NOTICE OF GENERAL MEETINGS 12. Subject to Sections 133 and 141 of the act an Annual General Meeting and a meeting called for by passing of a special resolution shall be called by 21 days notice in writing at the least and a meeting of the Association (other than an Annual General Meeting or a meeting for the passing of a special resolution) shall be called by 14 days notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of meeting and in the case of special business and general nature of that business and shall be given in a manner hereinafter mentioned to such persons as are under the Articles of Company entitled to receive notices from the Association. 13. The accidental omission to give notice of a meeting to or the non-receipt of notices of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting. PROCEEDINGS AT GENERAL MEETINGS 14. (1) All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General IBA Articles 28/08/2013 5

Meeting with the exception of the consideration of the accounts, balance sheets, and the reports of the Board and Auditors, the election of the Board, the re-appointment of the retiring Auditors, and the fixing of the remuneration of the Auditors. (2) No business shall be transacted at any General Meeting unless a quorum of members of the Association is present at the time when the meeting proceeds to business; save as herein otherwise provided, seven members of the Association present in person shall be a quorum. (3) If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members of the Association, shall be dissolved. In any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Board shall determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members of the Association present shall be a quorum. (4) The Chairperson, if any, of the Board shall preside as Chairperson at every General Meeting of the Association, or if there is no such Chairperson, or if he or she is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Board members present shall elect one of their number to be Chairperson at the meeting. (5) If at any meeting, no Board member is willing to act as Chairperson or if no Board member is present within fifteen minutes after the time appointed for the holding of the meeting, the members of the Association present shall choose one of their number to be Chairperson at the Meeting. (6) The Chairperson may with the consent of any meeting which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from IBA Articles 28/08/2013 6

time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. (7) At any General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands unless poll is (before or on the declaration of the result of the show of hands) demanded:- (a) (b) (c) By the Chairperson; or By at least three voting members of the Association present in person By any voting member or members present in person and representing less than one tenth of the total voting rights of all members having the right to vote at the meeting. Unless a poll is so demanded, a declaration by the Chairperson that a Resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost, an entry to that effect in the book containing the Minutes of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such Resolution. The demand for a poll may be withdrawn. (8) Except as provided in Article 20 (Table C) hereof, if a poll is duly demanded it shall be taken in such a manner as the Chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. IBA Articles 28/08/2013 7

(9) A poll demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairperson of the meeting directs and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. (10) Subject to Section 141 of the Act, a resolution in writing signed by all the voting members of the Association for the time being entitled to attend and vote on such Resolution at a General Meeting shall be as valid and effective for all purposes as if the Resolution had been passed at a General Meeting of the Association duly convened and held, and if described as a Special Resolution shall be deemed to be a Special Resolution within the meaning of the Act. (11) Every voting member shall have one vote. (12) No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the voter objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive. BODIES CORPORATE ACTING BY REPRESENTATIVES AT MEETINGS 15. Any body corporate which is a member of the company may by resolution of its directors or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the company, and the person so authorised shall be entitled to exercise the same powers on behalf the body corporate which he represent as that body corporate could exercise if it were an individual member of the company. ANNUAL SUBSCRIPTION IBA Articles 28/08/2013 8

16. The Directors shall be entitled from time to time to determine any Annual Subscription to be payable by any member of the Association 17. DIRECTORS The Board of the Association shall be comprised of eight (8) Directors consisting of (a) Elected Directors. Four Directors shall be elected by the members in accordance with the bye-laws of the Association. (b) Co-opted Directors. The elected Directors shall at their first meeting co-opt four other directors to the Board. RESIGNATION CESSATION AND EXPULSION OF MEMBERS 18.A member may by notice in writing to the Secretary of the company resign his membership of the Association. 19.Membership of the Association shall automatically cease on any member's death, or on the dissolution of a member club, school or college. 20.If any member shall refuse or wilfully neglect to comply with any of these Articles of Association or shall have been guilty of such conduct as in the opinion of the Directors either shall have rendered him/her/it unfit to remain a member of the Association or shall be injurious to the company of if the Directors shall for any other good reason require that a member shall be expelled such member may by a Resolution of the directors be expelled from membership provided that he/she/it shall have been given notice of the intended resolution for his/her/it expulsion and shall have been afforded an opportunity of giving orally or in writing to the Directors any explanation or defence as he/she/it may think fit. 21.Notice under this Article shall be deemed to have been served if it is sent by post in accordance with the provisions set out in Article 70 of these Articles whether or not it is actually received by the member intended to be served with such notice. BORROWING POWERS IBA Articles 28/08/2013 9

22.The Directors may exercise all the powers of the Association to borrow money and to mortgage or charge its undertaking and property (National Basketball Arena) or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Association or of any third party. POWERS AND DUTIES OF DIRECTORS 23.The business of the Association shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Association, and exercise all such powers of the company as are not by the Act or Articles required to be exercised by the company in general meeting subject nevertheless to the provisions of the Act and these Articles and to such directors, being not inconsistent with the aforesaid provisions, as may be given by the Association in general meeting, but no direction given by the Association in general meeting shall invalidate any prior act of the directors which would have been valid if that direction had not been given. 24.The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors to be the attorney or attorneys of the Association for such purposes and with powers authorities and discretions (not exceeding those vested in or exercisable by the Directors and under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provision for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him. 25.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such IBA Articles 28/08/2013 10

person or persons and in such manner as the Directors shall from time to time by resolution determine 26.The Directors shall cause minutes to be made in books provided for the purpose a) of all resolutions and proceedings at all meetings of the Association, and the directors and of committees of Directors. b) of all appointments of officers made by the Directors; c) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; DISQUALIFICATION OF DIRECTORS 27. The office of Director shall be vacated if the Director:- a) is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest in manner required by section 194 of the Act. b) holds any office or place of profit under the Association; or c)is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or d) becomes prohibited from being a Director by reason of any order made under Section 184 of the Act; or e) becomes of unsound mind; or f) resigns his office by notice in writing to the Association; or g) is convicted of an indictable offence unless the Directors otherwise determine; VOTING ON CONTRACTS 28.A Director may vote in respect of any contract in which he is interested or any matter arising thereout. PROCEEDINGS OF DIRECTORS 29.The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any IBA Articles 28/08/2013 11

meeting shall be decided by a majority of votes. Where there is an equality of votes, the Chairman shall have a second or casting vote. A Director may, and the secretary on the requisition of a Director shall, at any time summon a meeting of Directors. If the Directors so resolve it shall not be necessary to give notice of a meeting of Directors to any Director who being resident in the State is for the time being absent from the State. 30.The quorum necessary for the transaction of business of Directors shall be four (4) Directors present in person. 31.The continuing Directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the Articles of the company as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, but for no other purpose. 32.The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office, but, if no such chairman is elected or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting. 33.The Directors may delegate any of their powers to sub-committees consisting of such member or members of the Board and/or the Association as they think fit: any committee so formed shall, in exercise of the powers so delegated, conform to any regulations that may be imposed on it by the Directors, and in accordance with the bye-laws of the Association. 34.A committee may elect a Chairman of its meetings: if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting. IBA Articles 28/08/2013 12

35.A committee may meet and adjourn as it thinks proper. Questions arising at any meetings shall be determined by a majority of votes of the members present, and when there is an equality of votes, the Chairman shall have a second or casting vote. 36.All acts done by any meeting of the Directors or of a committee of Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director. 37.A resolution in writing signed by all of the directors for the time being entitled to receive notice of a meeting of the directors shall be as valid and effective for all purposes as a resolution of the directors as if it had been passed at a meeting of the directors duly convened and held and may consist of several documents in the like form each signed by one or more of the directors. For the purpose of this Article, the signature of an alternate director shall suffice in lieu of the signature of the director appointing him. Regulation 58 of Table C shall not apply. SECRETARY 38.A member of the Board will be designated as Company Secretary and appointed by the Directors for such term and upon such conditions as they may think fit: and any Secretary so appointed may be removed by them. 39.A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary. THE SEAL 40.The seal shall be used only by the authority of the Directors or of a committee of Directors authorised by the Directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a Director and shall be countersigned IBA Articles 28/08/2013 13

by the Secretary or by a second Director or by some other person appointed by the Director for that purpose. FINANCE AND ACCOUNTS 41.The Board shall ensure the accounts of the Association are maintained in accordance with normal and accepted accounting practice and in particular proper books of accounts shall be kept relating to:- (a) All sums of money received and expended by the Association and the matters in respect of which the receipt and expenditure takes place. (b) All sales and purchases of goods by the Association and (c) The assets and liabilities of the Association. (i) Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Association s affairs and to explain its transactions. (ii) The books of account shall be kept at the office or subject to Section 147 of the Act at such other place as the Board think fit and shall at all reasonable times be open to inspection of the Board (iii) The Board shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the books of the Association or any of them shall be open to inspection for the members not being members of the Board and no member (not being a member of the Board) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Board or by the Association in General Meeting. IBA Articles 28/08/2013 14

(iv) The Board shall from time to time in accordance with Sections 148, 150, 157, and 158 of the Act cause to be prepared and to be laid before the Annual General Meeting of the Association such Profit and Loss Accounts, Balance Sheets, Group Accounts and Reports, as are required by those Sections, to be prepared and laid before the Annual General Meeting of the Association. (v) A copy of every Balance Sheet (including every document required by law to be annexed thereto) which is to be laid before the Annual General Meeting of the Association, together with a copy of the Board s report and Auditors Report shall, not less than 14 days before the date of the Annual General Meeting, be sent to every person entitled under the provisions of the Act to receive them. (vi) The Board will cause all monies to be lodged as soon as possible in the bank account of the Association. The board will normally pay accounts due by the Association by cheques which will be signed by any two authorised persons. Where they consider it advisable they will seek the authority of the Association or the Board for any exceptional expense or payment. They will present to the meetings of the Association and the Board a current financial statement. They shall prepare and submit to the Auditors a Balance Sheet and Statement of Accounts in accordance with Sections 148 and 149 of the Companies Act, 1963. They will carry out financial instructions of the Association or the Board as directed. (vii) The Financial Year of the Association shall be from 1 January to 31 December AUDIT 42.Auditors shall be appointed and their duties regulated in accordance with Sections 160 to 163 of the Act. IBA Articles 28/08/2013 15

DISCIPLINE 43.Members may be disciplined in accordance with the procedures set out in the bye-laws of the Association. 44.Members can appeal decisions in accordance with the bye laws of the Association WINDING UP 45.Clauses 8 & 9 of the Memorandum of Association of the Association relating to the winding up or dissolution of the Association shall have effect as if the provisions thereof were repeated in these Articles. NOTICES 46.A Notice may be given by the Association to any member either personally or by sending it by post to him to his registered address. Where Notice is sent by post, service of the Notice shall be deemed to be effected by properly addressing and prepaying and posting a letter containing the notice, and to have been effected in the case of a Notice of a Meeting at the expiration of twenty-four hours after the letter containing same is posted and in any other case at the time of which the letter would be delivered in the ordinary course of post. Notice of every General Meeting shall be given in any manner hereinbefore authorised to:- (a) Every voting member (b) The Auditor for the time being of the Association. The accidental omission to give Notice of a meeting to, or the non-receipt of such Notice by any person entitled to receive notice thereof shall not invalidate any Resolution passed or proceeding had at any meeting. INDEMNITY IBA Articles 28/08/2013 16

47.Subject to the provisions of the Acts every member of the Board, Auditors, Secretary and other officers for the time being of the Association shall be indemnified out of the assets of the Association against all costs, losses, damages, or expenses in respect of any covenant, contract, or agreement entered into or act or thing done in discharge of his duties or in or about the carrying into effect of any object or purpose of the Association and in respect of any action, suit, proceedings, or other matter whatsoever connected with the Association of the affairs thereof. No member of the Board or any other officer of the Association shall be answerable or responsible for any act, receipt, omission, neglect, default of any other person notwithstanding any receipt or other document signed or act done for the sake of conformity or for any loss or damage whatsoever suffered by the Association unless the same shall happen through his own dishonesty. IBA Articles 28/08/2013 17