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 pre￿dIng 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 v￿ltIng 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
Offi￿r 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 T￿aSurer 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 re￿Ipt 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 D1￿CtorS 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.
W1NDING￿P
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