SWFA > Memorandum of Association

 



THE COMPANIES ACTS 1985 to 1989

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

THE SOUTH WALES FOOTBALL ASSOCIATION LIMITED

 

 

  • The Company’s name is “THE SOUTH WALES FOOTBALL ASSOCIATION LIMITED” (hereinafter called “the Association”).
  • The Association’s registered office is to be situated in England and Wales.
  • The Association’s objectives are:-
    • to acquire and take over as a going concern and carry on the business of the administration of association football now being carried out by The South Wales Football Association at Cardiff under the style of The South Wales Football Association together with all or any of the real and personal property assets  of the said Association used in connection therewith or belonging thereto; to build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings or offices and in particular to build, construct, maintain, alter, enlarge, pull down, remove or replace any football grounds or other athletic grounds or any pavilions, buildings, erections and easements and any necessary fittings and accessories pertaining to any such football grounds or athletic grounds;
    • to carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageous carried on in connection with or ancillary to any of the businesses of the Association;
    • to purchase by any other means, acquire and take options over property whatever, and any rights or privileges of any kind over or in respect of any property;
    • to promote the game of association football in every way on which the Association shall think proper and to take all such steps as the Association shall deem necessary or advisable to prevent infringements of the rules and laws of the game or other improper practices or methods in such game;
    • to make, adopt, vary, give effect to, and publish rules, regulations,  bye-laws, orders and conditions for the regulation of the game of association football or otherwise, and to take all such steps as the Association shall deem necessary or advisable for enforcing such rules, regulations, bye-laws, orders and conditions;
    • to maintain, continue or provide for the affiliation of football leagues and football clubs for promoting or playing association football, and to take over and continue this present register of such football leagues and football clubs as kept by the South Wales Football Association;
    • to maintain, continue or provide for the registration of association football players, and to take over and continue the present registers of such players as kept by the South Wales Football Association;
    • to take over and continue with such variations as may be determined by the Association from time to time all the rules, registers, books, accounts and other documents of the South Wales Football Association;
    • to promote, provide for, regulate and manage in all or any of the required details or arrangements, including any arrangements for the benefit of football leagues or football clubs, football competitions, contests and matches, representative or otherwise in South Wales and to do or provide for all or any such matters and things as may be considered necessary for or ancillary to the comfort, conduct, conveyance, convenience or benefit or players and of the public, or any other persons concerned or engaged in such competitions, contests or matches;
    • to accept, take over or otherwise acquire all such cups, shields and other prizes as may be approved by the Association, and to provide for the proper custody, insurance, exhibition, awarding, distribution or loan of or other dealing with all or any such cups, shields or prizes;
    • to provide for, make and vary all rules, regulations, bye-laws and orders relating to new contract football players as the Association shall determine from time to time;
    • to provide by rules, regulations, bye-laws, and orders or otherwise for settling and determining all differences that may rise between football leagues, clubs or players or any persons who are members of or alleged to be members of or are employed or engaged by any such leagues or club or any other persons, relating to due compliance with the laws of the game, or the rules, regulations, bye-laws or orders of the Association, or relating to contracts, or to any other matter of dispute or difference arising between such leagues, clubs, players or persons or any them, and whether this Association is concerned in such dispute or difference or not and to make such provisions for enforcing any award or decision as may be deemed proper by the Association;
    • to co-operate with or assist any football leagues or club in any way, which the Association shall deem proper, and to enter into or adopt or give effect to any agreement or arrangement with such leagues or clubs;
    • to apply for, register, purchase, or by any other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any trademarks, patents, copyrights, trade secrets, or other intellectual property rights, licences, secret processes, decisions, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving and patents, inventions or rights which the Association may acquire or propose to acquire;
    • to acquire or undertake the whole or any part of the business, goodwill and assets of any person, firm, or company carrying on any of he businesses which the Association is authorised to carry on and as party of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for otherwise assisting any such person, firm or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
    • to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licenses, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Association;
    • to invest and deal with the moneys of the Association not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;
    • to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with the Association), to enter into guarantees, contracts of indemnity and surety ships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner upon any terms the payement of any sum of money or performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary, or associated company as aforesaid);
    • to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Association’s property or assets (whether present or future) and also by similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Association of any obligation or liability it may undertake or which may become binding on it;
    • to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments;
    • to apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Association to carry any of its objects into effect, or for effecting any modification of the Association’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Association’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Association’s interests;
    • to enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Association’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Association may think desirable and to carry out, exercise and comply with any such charters, decrees, rights, privileges and concessions;
    • to subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds,  obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any party of the world;
    • to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Association has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies;
    • to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Association or of undertaking any business or operations which may appear likely to assist or benefit the Association, or to enhance the value of any property or business of the Association, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid;
    • to sell or otherwise dispose of the whole or any part of the business or property of the Association,  either together or in portions, for such consideration as the Association may think fit, and in particular for shares, debentures, or securities of any company purchasing the same;
    • to act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts;
    • to remunerate any person, firm or company rendering services to the Association either by cash payment or otherwise as may be thought expedient;
    • to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Association, or to contract with any person, firm or company to pay the same;
    • to support and subscribe to any charitable or public object and to support and subscribe to any institution, society or club which may be for the benefit of the Association or its directors or employees, or may be connected with any town or place where the Association carried on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been directors of, or who are or have been employed by, or who are serving or have served the Association or a company which is the subsidiary of the Association or the holding company of the Association or a fellow subsidiary of the Association or the predecessors in business of the Association or of any such subsidiary, holding or fellow subsidiary company, and to the wives, widows, children and other relatives and dependants of such persons, to make payments towards insurance including insurance for any director, officer or auditor against any liability in respect of any negligence, default, breach of duty or breach of trust (so  far as permitted by law) and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any such persons and of their wives, widows, children and other relatives and dependents, and to set up, establish, support and maintain profit sharing schemes for the benefit of any of the employees of the Association or of any such subsidiary, holding or fellow subsidiary company;
    • to procure the Association to be registered or recognised in any part of the world;
    • to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or conjunction with others;
    • to do all such other things as may be deemed incidental or conducive to the attainment of the Association’s objects of any of them;
    • AND  so that:-
      • none of the objects set forth in any sub-clause of this clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or interference from any other objects or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of this clause, or by reference to the or inference from the name of the Association;
      • none of the sub-clauses set forth in any sub-clause of this clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause and the Association shall have as full a power to exercise each and every one of the objects specified in each sub-clause of this clause as though each such sub-clause contained the objects of a separate Association;
      •  the word “company” in this clause except where used in reference to the Association, shall be deemed to include any partnership or other body of pensions, whether incorporated or un-incorporated and whether domiciled in the United Kingdom or elsewhere; and
      • in this clause the expression “the Act” means the Companies Act 1985, but so that any reference in this clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.
  • The liability of the members is limited.
  • Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1) to the Association’s assets if it should be wound up while he is a member or within one year after he ceases to be a member for payment of the Association’s debts and liabilities contract, before he ceases to be a member and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
  • The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association 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 Association.

Provided that nothing herein shall prevent any payment in good faith by the Association:-

    • of reasonable and proper remuneration to any member, officer or servant of the Association for any services rendered to the Association;
    • of interest on money lent by any member of the Association at a reasonable and proper rate of pay per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Directors;
    • of reasonable and proper rent for premises demised or let by any member of the Association;
    • of fees, remuneration or other benefit in money or money’s worth to any company of which a member may also be a member holding not more than 1% of the issued share capital of that company;
    • to any director of out-of-pocket expenses; and
    • of any premium in respect of any such insurance as is permitted by Memorandum of Association of the Association;
  • If upon the winding-up or dissolution of the Association 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 Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of Clause 6 hereof, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.
  • The Association is at all times subject to the Rules and Regulations of The Football Association of Wales Limited.



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