Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk Rcglsteled Chartty Number 1074871 The Companies Act 2006 Company limited by guarantee and not having a share capitsl Articles of Association of LEICESTER OUTDOOR PURSUITS CENTRE GENERAL 1. In these Articles, the words written in the left-hand column below are (so far as the context permits) to mean what is set opposite in the right-hand column below: Act The Companies Act 2006. Advisory Member A person who is a Co-opted Member to sit on the director board as a temporary, operational person - Reviewed at the next AGM. Area of Benefit The area of the City of Leicester and contiguous boroughs. Articles These articles of associatlon as from time to time amended. Chair The person who holds for the time being the office of chair of the Company. Company The Company whose articles of association these are. Directors The governing body of the Company provided for by Artlcle 25. Independent Examination An Independent examination is an extemal review of the charity's accounts carried oul by an independent person with the requisite ability and practical experience to carry out a competent examination. Member A person who is for the time being, a member of the Company by virtue of initial subscription of the Memorandum of Association of the Company or acceptance as a member of the Company under Article C of the companies act. Users Groups and individuals who use the centre. Office The registered office for the time being of the Cornpany. Officers of the Company Those full Members holding the position of Chair, Vice-chair and Treasurer who shall be Directors.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk Rè9lstered Charity Number 1074671 Person An individual or body corporate or unincorporated. Secretary The person for the time being holding of the office of Company Secretary. Treasurer The person for the time being holding the office of Treasurer of the Company. Vic8-Chair The person for the time being holding the office of Vice-chair of the Company. Also, in these Articles (a) the singular includes the plural and vio8 Versa, (b) any reference to a statute or section of a statute is to the same as from time to time amend8d and (c) the feminine includes the masculine and vice versa. MEMBERSHIP 2. An individual cannot be a Director unless they are a Member of the Company. 3. Membership of the Directors shall not be open to paid employees of the Company or to close relativés of paid employees. 4. The individuals who initially subscribed to the Memorandum of Association and any other individuals who become Members in accordance with what follows shall be the Members of the Company. 5. Subject to what follows, on applicalion, membership of the Company shall be open to individuals, without discrimination on the basis of protected characteristics, over the age of eightsen. with active involvement andlor interest in the ongoing success of LOPC. 6. On receipt of application, at the next meeting, the Directors shall consider and, if they approve, accept as a Member of the Company any individual who has applied for membership, is associated with or supportive of the activities of the centre & is in the opinion of the Directors, in sympathy with the objectives and policies of the Company. 7. Upon approval, application forms will be countersigned by the chair of the aforementioned meeting. Members will be invited to all general meets.ngs and forums of which there will be at least one per annum
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk Reglstereij Charity Number 1074871 8. A Member of the Company shall cease to be a Member On resigning in writing to the Secretary. or On dying. or If there is. in the reasonable opinion of the Directors, good and sufficient reason for the termination of that Member's membership and the Directors so resolve, or If the Company in general meeting resolves to terminate that Memberfs membership, or If th8re has been no involvemenvcommunication for three calendar years and if they fail to attend three consecutive AGM'S and have not responded to enquiries sent to them at their last known address advising of their desire to remain. iv. 9. A resolution of the Directors to terminate a Memberfs m8mb8rship shall not b8 valid unless tho Member in question has been given (a) at least fourteen days written notice of the intention to move the resolution, setting out the substance of the grounds on which the resolution is to be moved, and (b) an opportunity to make representations to the Directors before the resolution is voted on. 10.A resolution of the Company to terminate membership shall not be valid unless the Member in question has been given an opportunity to make representations to the general meeting at which that resolutlon 18 moved. 11.The Membership and rights of the Members are personal and not transferable. SUBSCRIPTIONS 12.lf the Directors so decide, Members shall for each financial year of the Company or part of a financial year of the Company for which they are Members pay subscription8 of such amounts and at such times as the Directors shall from time to time determine. 13. No member who is in default in the payment of any subscription shall be entitled to vote at any general meeting of the Company. No member who is in default in the payment of any subscription shall be entitled to (but may at the discretion of the Diractors be allowed to) exercise any rights of membership.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk wvM.lopc.co.uk Reglstered Charity Number 1074671 GENERAL MEETINGS 14.Wrthin eight months after the end of each of its financial years (but not more that fifteen months after the predIng one) the Company shall hold a general meeting as its Annual General Meeting. The business of Ihe Annual General Meeting will be: To receive and consider the annual report of the Directors, To receive and consider the independent examination report of the accounts of the Company for its financial year last ended, To elect officers to be the Directors, To appoint an independent person with the requisite ability and practical experience to carry out a competent examination, and To considar any other resolutions which may be considered in accordance with what follows. iv. 15.Any general meeting of the Company other than its annual general meeting shall be an extraordinary general meeting. The Secretary shall convene an extraordinary meeting of the Company within 28 days of being directed to do so (a) by the Directors or (b) by at least 8 members or 10 per cent of the Members for the time being (whichever is greater) or (c) by requisitson of Members complying with section 368 of the Act. 16. Notices of each general meeting shall be given to each Member at their last notified email address given to the Secretary, unless an alternative method of communication is requested. The amount of notice in any case shall be a minimum of 21 calendar days. Each notic8 of a general meeting shall state the date, time and location and the intended business to be transacted. No business conducted or transacted at a general meeting shall be invalidated in the event of accidentsl failure to give notice nor aGGidental non4eceipt of notice by any such person PROCEEDINGS AT GENERAL MEETINGS 17. No business shall be transacted at a general meeting unless a quorum is present when the meoting proceeds to business. A quorum shall consist of 3 Members or one tenth of the total number of Membérs for the time being (whichever is greater) but there shall in any case be considered a quorum present if all the Members for the time being are present. If at the proposed place and one hour after the proposed time of the general meeting a quorum is not present, th8 general meeting (if called on the requisition of Members) shall be dissolved of (if called on the requisition of the Directors) shall be automatically adjoumed to a date not sooner Ihan 14 and not later than 21 days afterwards. The time and venue to be detemiined by the Members present. Notification to all Members of the re-convened general meeting to be given within 3 working days of tho adjourned meeting.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co,uk R•glst&r•d Charity Number 1074671 18. No resolution may be moved or passed at a general meeting unless it relates to the business described in the notice convening that meeting or the intents'on to move it has been notified to the Members in writing at least 7 days before the date of the meeting. This is, however, subject to sections 378 and 379 of the Act. Also, any Member who wishes to move a resolution at a general meekn'ng may deliver a copy of the proposed resolution to the Secretary at least ten days before the date of the meeting. The Secretary shall send copies of any proposed resolution so deltvered to him to each Member as soon as may be reasonably practicable after the same is so delivered to him. 19. Each Member shall be entitled to attend, speak and vote at general meetings of the Company. Members must. however, attend in person or virtually (if the meeting has provision for this), to exercise these rights. No Member may appoint a proxy or representative. 20. The Chair, if presant and willing to act, shall take the chalr at any general meeting of the Company. In any other case, it shall be the duty of the Directors to determine who shall chalr a general meeting. 21.Any resolution movod at a general meeting shall be voted on by a show of hands unless a poll is taken. No one shall have the right to demand a poll, but if one Member present asks for a poll and a simple majority of the Members present agree on a show of hands, a poll shall be taken. )Jhether on a show of hands or a poll, each Member present shall have one Vot8 only. In case of an equality of votes, the chair of the meeting shall have a second or casting vote. 22. The Chair shall adjourn the general meeting if directed to do so by a majority of the Members present, but (a) no adjournment shall be for more than fourteen days, (b) no business shall be transacted at the adjourned meeting except that which was to have been transacted at the original meeting and (¢) there shall be no quorum requirements at the adjourned meeting, DIRECTORS 23.The Company shall have Directors. The Directors shall manage the affairs of the Company. In so doing, the Directors may on behalf of the Company exercise all the powers and do all the things which the Company can exercise or do olher than power8 or things the exercise or doing of which is specifically reserved to the Company in general meeting. 24.The persons who initially subscribed to the Memorandum ofAssociation of the Company shall constitute the Directors until (a) the first Annual General Meeting of the Company or (b) the exercise by the subscribers of their power under Article C. 25.The Directors shall consist of a minimum of four full Members to be elected by a vote of all ftjll Members at the Annual General Meeting of whom the offices of Chair, Vice-chair and Treasurer are to be elected separately by a vot8 of all full Members at the Annual General M88ting.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk .lopc.co.uk Reglstered Charity Number 1074671 26.At any time before the first Annual General Meeting of the Company the persons who subscribed to the Memorandum of Association of the Company may, by a document signed by all of them, retire or appoint Directors, by appointing Members to be the Chair, Vice-chair and Treasurer. 27. BebNeen AGMS, where directors, are formally elected by those presenL Directors may appoint up to four individuals to their number using one of the following methods: A) They may appoint a temporary, Advisory member for their skills andlor expertise who will be ents.tled to attend & contribute to Director's meetings. The Advisory member will not hold the same roles. Powers or Re8pon8ibilitias as their sitting peers and their role will last a defined period of time l.E. 2-3 Directors Meetings B) They may Co-opt a member to their number in position of Director who will hold the equivalent roles, powers and responsibiliti8s as their peers from the date they were Co- Opted but still subject to remelection at the next AGM. Both above options are subject to limitation of 4 Advisorslco-optees between AGM'S and need to be conducted through the form of resolution at Director méétings and recorded. 28. At aach Annual General Meeting (but with affect from the end of it and not before) all persons who are then Officers of the Company or otherwise Directors shall automatically cease to be so. The Company shall at each Annual General Meeting elect those full Members who are from the conclusion of the meeting to be the officers of the Company or otherwise to be the Dlrectors in accordance with Article 25. 29.Directors to be appointed must be nominaled and seconded by two full Members of the Company in writing at least 28 days before the Annual General Meeting. 30.An Officer of the Company or other Directors shall automatically cease to be so (a) on dying, (b) in a case of incapacity under the Mental Capacity Act 2005 or equivalent (c) on resigning in vltIng to the Secretsry, (d) on being dotalned or made subject to guardianship under the Mental Health Act 1983 or equivalent, (e) on becoming bankrupt or having a receiving order made against him or seeking the making of an administration order or making any composition with or entering into any dééd for the benefit of his creditors, (fj on the passage by the Directors of a resolution terminating his status as an Officer of the Company or Director on the grounds Ihat, without the consent of the Directors or proper excuse, he has failed to attend three consecutive meetings of the Directors, or (g) on the passage by the Company in general meeting of a resolution terminating his ststus as Officer of the Company or Director, provided that there is good and sufficient reason for passing such a resolution and that they be entitled to be heard before such resolution is passed. 31. If at any time betrNeen Annual General Meetings of the Company an individual ceases to be an Offir or Director, the Directors may by resolution appoint some other fvll Member to fill the office or place of the Directors so vacated. AThENDANCE BY 3rd PARTIES AT GENERAL MEETINGS & DIRECTORS MEETINGS 32. Anyone may be invited to attend General Meetings but do not have the right to vote. Invitees of Directors may attend Director's meetings but shall not have the right to vote.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk Regl$ter•d Charlty Numbar 1074671 PROCEEDINGS OF THE DIRECTORS 33. Subject to what follows. the Directors may meet for the despatch of business, adjourn and olherwise regulate their meetings as they see flt. 34.The Secretary may (and at the request of the Chair or any 4 Members of the Directors, must) summon a meeting of the Dir8Ctors by written notice to all the Directors. 35. No business shall be transacted at any meeting of the Directors unless a quorum is present when the meeting proceeds to business. Unless otherwise detemined by thé Directors, a quorum of the Directors shall be at least 3 members thereof. 36.A resolution signed by all the Directors shall be as valid a resolLrtion as if unanimously passed at a meeting of the Directors duly convened and held. 37.The Directors may delegate any of their powers to a sub-committee consisting wholly of members of the Directors and may terminate any such delegation. Any such sub-committee shall in the perf0rrnan of its functions conform to any directions given to it by the Directors. All acts of any sub-committee shall be fully and promptly reported back to the Directors. The Directors shall also have power to establish one or mor8 working groups to consider arKI make recommendations about such matters as the Directors may refer to it, but such working groups shall not have power to exercise any of the powers of the Directors. 38.The Directors may nominate a Member to represent the Company on other bodies, incorporated or other¥ViSe. 39.A member of the Directors or a sub-committee of the Director8 shall not vote in rospect of any contract or other matter in which such individual is directly or indirectly financially interested. Such an individual shall nonetheless be treated as present at the meeting for the purpose of the quorum. 40. Members of the Directors, or of any sub-committee appointed by the Directors, shall be entitled to receive reimbursement for BUT ONLY for proper out-of-pocket expenses incurred whilst attending authorised business for the Company. 41. No member of the Directors shall derive any pecuniary benefit from the Company. 42. All acts bona-fide done by any meeting of the Directors or a sub-committee of the Directors shall be as valid as if every member thereof had been properly appointed and had duly continued in Offi and remained qualified to be a member of the Directors or subcommittee of the Directors even if it is discovered later that some member of the Directors or sub-committee of the Directors in question had not been properly appointed or had not duly continued in office or was not qualified to be a member thereof.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopG.co.uk Regist#rgd Charlty Number 1074671 THE COMPANY SECRETARY 43. The Directors shall appoint the Company Secretary who will be a paid employee of the Company. The Secretary shall attend all meetings of the Directors but shall not be entitled to vote on any matters. THE SEAL 43. The Common Seal of the Company shall not be affixed to any instrument except by authority of a resolution of the Directors and in the presence of at least two members of the Directors. or a Director and the Secretsry. ADMINISTRATION 45. For the discharge of, or in addition to the obligations imposed by section 352 of the Act, Dats Protection & GDPR, the Secretary shall maintain a Register in which shall be entered (a) the names and addresses of the Members, the dates on which each was registered as a Member and the date(s) if any on which each ceased to be a Member, (b) details of the amounts (if any) falling due from the Members by way of subscriptions and the amounts (if any) received in respect thereof, (c) the names and addresses of the Officers of the Company and the other members of the Directors and the dates on which each started and finished to be such, and (d> such other matters as the Directors may prescribe. MINUTES 46. The Secr8tary shall take or cause to be taken mlnutes of each meeting of the Directors. The minutes of each meeting of the Directors shall be circulated by the Secretary to all the Directors as soon as may be reasonably practicable after the meeting in question, shall be corrected where necessary and shall be approved at the next following meeting of the Directors. Approved & Redaeted (V4here required) minutes of Directors Meetings shall be open to inspection on-site, for up to 18 calendar months prior to the request date, the Secretary shall arrange acc8SS to the requested minutes within a reasonably practicable timeframe for both the company and the requester. 47. The Secretary shall take or cause to be tsken minutes of each general meeting of the Company. The minutes of each general meets.ng of the Company shall be circulated by the Secretary to the Members as soon as may be asOnablY practicable after the meeting in question, shall be corrected where necessary and Shall be approved at the next following general meeting of the Company. The minutes of general meetings of the Company shall be open to inspection by any Member on reasonable notice to the Secretary.
Loughborough Road Leicesler LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk Reglster•d CharTty Nurnber 1074671 ACCOUNTS 48.The TaSurer shall keép or cause to be kept such accounts records as may be required by the Act. 49.All money to be paid to or received by the Company shall be accounted for to the Treasurer. Only the Treasurer or his authori8ed representative is to have authority to give a good reIpt for money paid to the Company. 50.All chequas, promissory notes, drafts, bills of exchange or oth8r negotiable instruments of the Company shall be signed, drawn, accepted. endorsed or otherwise executed on behalf of the Company in such manner as the Director8 may from time to time determine. Each cheque or other Instrument over a figure set by the finance policy, shall be authorised to be signed by two persons who are Director8, one of which is the Treasurer or other named director if the Treasurer is not present. INDEPENDENT EXAMINATION 51. Until and unless the D1CtorS decide otherwise, the financial year of the company shall be from 1 April to 31 March. 52.Wrthln six months after the end of every financial year of the Group, the accounts of the Company for that financial year shall be examined and the correctness of the income and expenditure account for that financial year and the balance sheet as at thé end of it shall be ascertained by an independent examination carried out by an 8Xternal person with the relevant ability and experiencé, as long the thresholds set for a statutory audit do not become applicable. 53.An independent person appointed to examine the Company's accounts shall be an external person with the requisite ability and practical experience to carry out a competent examination. 54. None of the following shall be appointed as independent examiner of the Company's accounts". (a) Member, (b) Directors, (c) an ernployee of the Company. (d) anyone interested in a contract with the Company (e) any parent, child, spouse, employee or pather of any such person. INDEMNrrY 55. So far as permitted by law. every Director and every officer, servant or employee of the Company shall be indemnified by the Company foi and against all costs, claims, liabilities, losses and expenses incurred by such person by virtue of any act done by him pursuant to authority of or instruction from the Directors or otherwise in the discharge of his duties.
Loughborough Road Leicester LE4 5PN 0116 268 1426 info@lopc.co.uk www.lopc.co.uk R•glst•r•d Charlty Numb•r 1074671 NOTICES 56.A notice to be served by the Company on a Member may be served personally or by E-mail, address8d to such Member, at their address, as appearing in the Registér of Members. 57.A Member who has an address in the Register of Members outside the United Kingdom may give the Secretsry an address within the United Kingdom which notices for such Member may be sent. In Ihat case, he shall be entitled to have notices served on him at that address. Otherwise, however, only those Members described in the Register of Members as having an address in the United Kingdom shall be entitled to receive any notices from the Company. 58. Any notice to be given by the Company to a Member shall be deemed to have be8n served on the second day following that on which the notice in question was sent via E-mail. In providing such service, it will be enough to show that the message containing the notice was properly addressed. W1NDINGP 59. The provisions of Clauses 5 and 6 of the Memorandum of Association relating to the winding up of the Company shall have effect and be obserrfed as if repeated in these Articles. Date: o< AOG goi