ARTICLES OF ASSOCIATION OF THE DOWNHILL ONLY CLUB,
BEING A COMPANY LIMITED
BY GUARANTEE WITHOUT A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF THE DOWNHILL ONLY CLUB,
BEING A COMPANY LIMITED
BY GUARANTEE WITHOUT A SHARE CAPITAL
INDEX OF ARTICLES
6 Conduct of members
7 Property of the Club
8 Changes to the Articles
9 General Meetings
10 Notices at General Meetings
11 Proceedings of General Meetings
12 Votes of Members
13 Number of Directors
14 Election of President and Directors
15 Election of Members of the Committee
16 Powers of Directors
17 Disqualification and Removal of Directors
18 Remuneration of Directors
19 Proceedings of Directors
20 Meetings of Directors
21 Management of the Club by the Committee
23 The Seal
25 Non-distribution and Winding Up
The Companies Acts 1985 and 1989
Company Limited By Guarantee And
Not Having a Share Capital
ARTICLES OF ASSOCIATION
The Downhill Only Club
Incorporated on 20 October 2000
- In these Articles:-
- “the Act” means the Companies Acts 2006 including any statutory modification or re-enactment thereof for the time being in force
- “the Articles” means the Articles of the Club
- “Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect
- The “Club” means the Downhill Only Club as incorporated under these Articles of Association.
- “the Committee” means the Committee formed of Members (defined in Article 2.2), as defined in clause 2.1.
- “the Directors” of the Club shall be the President, Vice Presidents (up to 2) and Treasurer of the Club as well as other Members of the Club duly appointed in accordance with Article 14.
1.7 “Executed” includes any mode of execution
1.8 “Office” means the registered office of the Club
1.9 “the Seal” means the Common Seal of the Club
1.10 “Committee Secretary” means the Secretary of the Committee or any other person appointed to perform the duties of the Secretary of the Committee, including a joint, assistant or deputy secretary.
- “the United Kingdom” means Great Britain and Northern Ireland
Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Club.
No regulations set out in any statute or in any statutory instrument or other subordinate legislation concerning companies including, but not limited to, the Regulations contained in Table C in the Schedule of the Companies (Tables A to F) Regulations 1985 (SI 1985/805) (as amended) and the model articles of association for a private company limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) (as amended prior to the date of adoption of these Articles), shall apply to the Company but the following shall be the articles of association of the Company.
2.1 Such persons as are admitted to membership in accordance with the Articles shall be members of the Club. No person shall be admitted a member of the Club unless he/she is approved by the Committee. The Committee’s authority shall be exercised by the Memberships Secretary, under the supervision of the Directors. Membership shall be deemed to have commenced on the date when a fully completed membership form was lodged with the Membership Secretary. The Committee shall not be required to give any reason for refusing membership to any applicant
2.2 The Club may establish different categories of Membership. Such categories of Membership and their subscriptions are as set out in Article 4. The voting rights of each category of Membership are as set out in Article 12. Membership benefits and restrictions shall be set out in the Club’s Standing Orders.
2.3 The Membership Secretary shall maintain a list of Members which may be kept in computerised form.
2.4 A Member may at any time withdraw from the Club by giving at least seven clear days’ notice to the Club. Membership shall not be transferable and shall cease on death.
2.5 The liability of each Member is limited to £1.00, being the amount that each Member undertakes to contribute to the assets of the Company in the event of it being wound up while he is a member or within one year after he ceases to be a member, for:
2.5.1 payment of the Company’s debts and liabilities contracted for before he ceases to be a member;
2.5.2 payment of the costs, charges and expenses of winding up; and
2.5.3 adjustment of the rights of the contributors amongst themselves.
Where a Member is alleged to have committed a serious breach of Standing Orders, or consistently failed to observe the conduct described in paragraphs 6.1 to 6.4, his/her expulsion may be considered. The Member concerned shall be given an opportunity to appear before a Committee meeting of which 21 days notice is given to all members of the Committee, to state his/her case. If at least three quarters of the Committee members present vote in favour of expulsion, the Member shall be expelled.
4.1 The membership of any Member whose subscription is more than 12 months in arrears shall lapse and the membership secretary shall be entitled to remove the name of any such Member from the register of Members.
4.2 Ordinary, Family, Couple and Junior Members shall pay an annual subscription, except as provided for below. The amount of the Ordinary Member subscription shall be determined from time to time at an Annual General Meeting of the Club, on proposals from the Committee and approved by the Directors.
4.3 Annual subscriptions are due and payable on application for membership and thereafter on every succeeding 1st September. Annual subscriptions are payable by direct debit, but this requirement may be waived by the Membership Secretary or Treasurer if there are special circumstances which justify a departure from this rule.
4.4 An Honorary Member shall be exempt from the payment of a subscription.
4.5 Members may compound their annual subscriptions by making a lump sum payment equal to twenty times the annual Ordinary Membership fee then current, which shall entitle them to membership for life.
4.6 Introductory and Racing Members shall pay such subscription for the period of their Membership as may be determined by the Board from time to time.
5.1 The Club is established for these Objects:
5.1.1 To encourage ski racing and promote good skiing and good fellowship amongst skiers in the Wengen area.
5.1.2 To cooperate as far as possible with the Wengen Kurverein to provide the best possible facilities for skiing in the Wengen area.
- Conduct of Members
6.1 Members shall conduct themselves consistently with the Objects of the Club at all times.
6.2 Members shall not bring the reputation of the Club into disrepute.
6.3 Members shall ski responsibly and follow the guidelines of FIS and the Wengen Safety Service.
6.4 When skiing in club groups, Members shall ski responsibly and courteously and follow the directions of the leader.
- Property of the Club
The Directors shall ensure that all property of the Club is vested in the Club.
- Changes to the Articles
8.1 These Articles of Association may only be changed by a majority of 75% of Members voting at an Annual General Meeting. Any proposal for changes in the Articles other than those proposed by the Directors shall be submitted to the Company Secretary by means of a letter signed by at least ten Members and delivered by post or by hand to the Company Secretary before the 1st September. The notice convening such meeting shall summarise the alterations proposed.
8.2 These Articles of Association shall be interpreted in accordance with normal English usage and any dispute in their interpretation shall be adjudicated by the Directors.
- General Meetings
9.1 The Annual General Meeting of the Company shall be held in the United Kingdom during the months of October or November. The Annual General Meeting will be specified as such in the notices calling it and Members shall be given at least 21 days’ notice in writing of the date. For the avoidance of doubt, such a meeting may be held virtually when the Board consider it necessary. Members attending a virtual meeting need not be in the United Kingdom At the Annual General Meeting the Treasurer shall produce a statement of the financial position of the Club as at the previous 30th June.
9.2 The Company Annual General Meeting should be followed by a meeting of the Club at which general business is considered.
9.3 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings. The Committee may call Extraordinary General Meetings when it considers it necessary, or it shall do so on a signed request to the Committee Secretary of at least 50 members. At least 14 days’ notice in writing shall be given to Members for an Extraordinary General Meeting.
- Notice of General Meetings
10.1 The notice shall specify the time and place of the meeting and the general nature of the business to be transacted. The notice shall be given to all the Members and to the Directors and auditors.
10.2 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings at that meeting.
10.3 Any notice to be given to or by any person pursuant to the Articles shall be in writing.
10.4 The Club may give any notice to a Member either personally or by sending it by post.
10.5 A Member present at any meeting of the Club shall be deemed to have received notice of the meeting and where requisite, of the purposes for which it was called.
10.6 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of forty-eight hours after the envelope containing it was posted.
- Proceedings at General Meetings
11.1 No business shall be transacted at any meeting unless a quorum is present. Twenty Members entitled to vote upon the business to be transacted shall be a quorum.
11.2 If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other time as the Directors may determine.
11.3 The chair shall be, whether at general meetings or board meetings, the President, or in his absence the longest serving Vice-President, or other Director. The chair of the meeting shall have both a deliberative vote and a casting vote.
11.4 If no Director is willing to act as chair, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to chair.
11.5 The chair may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen days or more, at least seven clear days notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
11.6 A Member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, by his receiver, or other person duly authorised in that behalf appointed by that court. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, not less than forty-eight hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default, the right to vote shall not be exercisable.
11.7 No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chair whose decision shall be final and conclusive.
- Votes of members
12.1 All Members aged 18 years or older are entitled to vote on resolutions put to general meetings apart from Introductory and Racing Members.
12.2 A resolution put to the vote of a meeting shall be decided on a show of hands of those Members present at the meeting and entitled to vote. With the exception of resolutions that affect changes in the Constitution (see Article 8.1) or as otherwise provided by the Act, a motion is carried if a majority of eligible votes is in favour.
12.3 In the event of a virtual meeting, the vote shall be taken in the manner stated by the Chair
- Number of Directors
Unless otherwise determined by ordinary resolution, the number of Directors (other than alternative Directors) shall be no more than eight. The directors are as follows: President, two Vice Presidents, Treasurer, three non-executive directors (see Article 14.6) and one director nominated by the committee (see Article 14.7).
- Election of President and Directors
14.1 Candidates for election as President must have been Members of the Club for a minimum of 7 years and have served as Vice President for a minimum period of one year. In the event that no current or past Vice President is available for election, another current or past Member of the Board of Directors or the Committee will be eligible for election.
14.2 All Members who fulfil the conditions in 14.1 may stand for election as President. A written application signed by the candidate and by two Members of the Club should be sent by post or delivered by hand to the Committee Secretary before 1st September. Voting for the President is carried out at the AGM and the candidate with the greatest number of votes is duly elected.
14.3 Candidates for proposal as Vice President must have been Members of the Club for a minimum period of 5 years and must have served as Members of the Board of Directors or Committee for a minimum period of one year.
14.4 Members who fulfil the conditions in 14.3 may be nominated by any member of the Club and submitted to the Board of Directors for proposal as Vice President. The Board of Directors may also include in their deliberation for proposal any other Member of the Club who fulfills the conditions in Article 14.3. Voting is carried out by the Directors with a show of hands. The President has a casting vote as well as a deliberative vote, if necessary.
14.5 The Board of Directors shall propose Members of the Club to serve as Treasurer and as Company Secretary. The Treasurer is a voting member of the Board of Directors; the Company Secretary does not have a vote in resolutions of the board of directors.
14.6 The Committee may propose as non-executive Directors up to three Members of the Club who are not involved in the management of Club by sitting on the Committee or any of the sub-committees. One of these Directors shall have served as President or Vice President in the past.
14.7 The Committee may propose one Director from among its number.
14.8 All those who have been proposed as Directors by the Board or Committee in Para 14.3, 14.4, 14.5, 14.6 and 14.7 are submitted for election by the membership at the AGM.
14.9 The President shall serve a term of five years and is not eligible for re-election unless invited to do so by a resolution of the Committee. The Treasurer and Company Secretary shall serve a term of three years and may be nominated by the Directors to serve further terms of three years. All other directors serve for terms of three years and are ineligible for further nomination for one year after the end of their term of office. Vice Presidents shall remain as directors for a total of any period served as a Director plus their term as Vice President.
- Election of Members of the Committee
15.1 Membership of the committee is composed of the following: President, two Vice Presidents, Treasurer, Committee Secretary, Membership Secretary, Editor of the DHO Journal, Chair of the DHO Racing sub-committee, Chair of the Communications and Marketing sub-committee, Chair of the Alpine sub-committee, Chair of the Clubroom subcommittee and sufficient number of club members elected at the AGM to bring the total number of the committee to 15 members (these are called members elected by ballot).
15.2 Members of the Club may propose themselves for election by ballot to vacant positions on the Committee by writing to the Committee Secretary before 1 September. Their proposal must be supported by two other members of the Club. A candidate for election to the Committee shall be declared elected if there is a majority in favour after a count of votes.
15.3 When there is more than one vacant position on the Committee for members elected by ballot and the number of applicants duly proposed for these posts exceeds the number of vacancies, Members are allocated the same number of votes as the number of vacant positions and may cast one each for their preferred candidates. The candidates with the greatest number of votes are declared elected. In the case of a tie, the candidate with the shortest length of previous service on the committee shall be declared elected. Should this fail to resolve the tie, selection shall be made by drawing lots.
15.4 Members of the Committee elected by ballot serve for a period of three years and are ineligible for further election for one year after the end of their term of office.
15.5 The Committee shall propose Members of the Club to serve as Committee Secretary, Membership Secretary, Editor and chair of the DHO Racing, Communications & Marketing, Alpine and Clubroom sub-committees. If elected at the AGM they serve for three years. These Members may be proposed by the Committee to serve further terms of three years, in the same way. They are all Members of the Committee, with voting rights.
- Powers of Directors
Subject to the provisions of the Act, and the Articles and to any directions given by special resolution, the business of the Club shall be managed by the Directors who may exercise all the powers of the Club after consultation with the Committee. No alteration of the Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given.
- Disqualification and Removal of Directors
The office of a Director shall be vacated if:
17.1 he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or
17.2 he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
17.3 he is, or may be, suffering from mental disorder and either:
17.3.1 he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1984; or
17.3.2 a registered medical practitioner who has examined the Director gives a written opinion to the Company stating that the Director has become physically or mentally incapable of acting as a Director and may remain so for a period of more than three months; or
17.3.3 an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
17.3.4 he resigns his office by notice to the Club.
17.4 If eight or more members of the Committee consider that the behaviour of any Director (including the President) is, or is in danger of, causing damage to the reputation of the Club, they shall write to the Company Secretary setting out their concerns. Within 14 days of receiving such a letter, the Company Secretary shall appoint a sub-committee to inquire into conduct of the Director in question. This sub-committee shall be composed of five persons, of whom three shall be members of the Committee and the other two shall be Directors. If after due inquiry the sub-committee considers the concerns set out in the letter to the Company Secretary to be well founded, it shall propose for determination by the Committee, at a meeting which the Company Secretary shall call for the purpose, a resolution to remove the Director in question from office. Such resolution shall be passed if a simple majority of the Committee votes in favour of it at such a meeting duly called, with the Company Secretary not being eligible to vote
17.5 He/she ceases to be a Member of the Club.
- Remuneration of Directors
18.1 The Directors shall not be paid.
18.2 The Directors shall not pay a salary based on the Club’s profits or gross income to any person having commercial influence over the Club’s affairs as defined in the VAT (Sports, Sports Competitions and Physical Education) Order 1999 or any amendment made thereto from time to time from, or pay a salary based on the Club’s profits or gross income to any person having commercial influence over the Club’s affairs as defined in the said Order including a Director of the Club, relative or business partner of such Director or person with power to direct or instruct such Director.
- Proceedings of Directors
19.1 The chair at any meeting of the Directors shall be the President or in his absence the senior of the Vice Presidents attending the meeting.
19.2 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit. A Director may, and the Committee Secretary at the request of a Director shall call a meeting of the Directors. It shall not be necessary to give notice of a meeting to a Director who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chair shall have, in addition to his deliberative vote, a second or casting vote.
19.3 All acts done by a meeting of the Directors, or of a sub-committee of Directors, or by a person acting as a Director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director, or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote.
19.4 A resolution in writing signed by all the Directors or all of a sub-committee of Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) a sub-committee thereof duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
- Meetings of Directors
20.1 The Directors shall meet at such time and place as may be agreed by the Directors from time to time, but at least twice annually.
- Four Directors shall form a quorum.
- 14 days notice to each Director shall be given of any meetings of the Directors, but the Directors may agree unanimously to waive this request.
- Management of the Club by the Committee
The Committee shall have day-to-day responsibility for the running of the club so far as is permissible consistent with the Directors’ legal responsibility for the club.
21.1 The Committee should receive a report from the President on the activities of the board at each Committee meeting.
21.2 The Committee shall consist of not more than 15 Members who shall be elected in accordance with Article 15.
21.3 A Committee member who has not attended any committee meeting during the previous year shall retire.
21.4 The operations of the Committee, any sub-committees and any employees of the Club are regulated by Standing Orders. Changes to these Standing Orders may be proposed by the Committee and must be approved by the Directors. The Standing Orders are published on the Club’s website.
21.5 The Committee shall have the power to elect an Honorary President who shall, save in exceptional circumstances, be a Swiss citizen and resident in Wengen. The Honorary President shall be entitled to attend meetings of the Club Committee, but shall not exercise any power to vote on resolutions that are before the Committee.
Both the Directors and the Committee shall cause minutes to be made in books kept for the purpose:-
22.1 of all appointments of officers made by the Committee, and
of all proceedings at meetings of the Directors, and of the standing and/or sub-committees thereof, including the names of the Directors thereof present at each such meeting.
- Copies of such minutes shall be made available to Members of the Club electronically but the Directors and the Committee as the case may be, shall exclude any material they reasonably consider to be confidential or that would be prejudicial to the interests of the club if published.
- The Seal
The Seal shall only be used by the authority of the Directors or of a sub-committee thereof authorised by the directors. The Directors may determine who shall sign any instrument to which the Seal is affixed and unless otherwise so determined it shall be signed by a Director and by the Company Secretary or by two Directors.
All Members shall be entitled to inspect any accounting records or other book or document of the Club.
- Non-Distribution and Winding Up
Subject always to 26:-
25.1 the income and property of the Club shall be applied solely towards the promotions of its Objects as set forth in Article 5, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit, to Members of the Club and no Director of the Club or member of the Committee or any sub committees shall be paid any salary or fees, or receive any remuneration or other benefit in money or monies worth from the Club for discharging his duties.
25.2 If upon winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Club but shall be given or transferred to some other institution or institutions having objects similar to the Club.
25.3 The Directors shall not lease or purchase land, goods or services or anything other being the relevant supplies in the VAT (Sports, Sports Competitions and Physical Education) Order 1999.
25.4 Without prejudice to the general powers conferred on the Directors and subject always to clause 25.3 hereof it is hereby expressly declared that the Directors shall have the power to pay all legal costs, charges and expenses in connection with the promotion, formation, establishment and registration of the Club.
26 Subject to the provisions of the Act but without prejudice to any indemnity to which a
Director may otherwise be entitled, every Director or other officer or auditor of the Club or servant of the Club or Committee member shall be indemnified out of the assets of the Club against any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Club, or of any claim against the Club.
Adopted 26th November 2020