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ARTICLES OF ASSOCIATION OF

THE SOUTH WALES FOOTBALL ASSOCIATION LIMITED

(Adopted by special resolution dated 29 August 2003)

 

  • PRELIMINARY
    • The regulations contained in Table A in the Schedule to the Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) and as further amended by the Companies Act  1985 (Electronic Communications) Order 2000 (SI 2000 No. 3373) (such Table being hereinafter called “Table A”) shall apply to the Association save in so far as they are excluded or varied hereby and such regulations (save as so excluded or varied) and the Articles hereinafter contained shall be the Articles of Association of the Association.
    • Regulations 2 to 35 (inclusive) 57, 59, 102 to 108 (inclusive), 110, 114, 116 and 117 in Table A shall not apply to the Association.
  • INTERPRETATION
    • Regulation 1 in Table A shall be read and construed, as if the definition of “the Holder” were omitted therefrom.
    • In these Articles:

the Act

means the Companies Act 1985, but so that any reference in these Articles 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 being in force;

the Association

means The South Wales Football Association Limited;

the Council

means the Council of Management of the Association and each member of the Council shall be a director of the Association for the purpose of the Act; and

the Rules

means the existing Rules of the Association, together with such additions and modifications as shall from time to time be made or adopted by the Association.

 

 

  • MEMBERS
    • The Members of the Association shall be as follows:-
      • the subscribers to the Memorandum of Association of the Association;
      • each present member of the Council not being one of the aforesaid subscribers;  and
      • each future member of the Council.

Every person who wishes to become a member shall deliver to the Association an application for membership, in such form as the Council require, executed by him.

    • a member may at any time withdraw from the Association by giving notice in writing to the Association.  Membership shall not be transferable and shall cease on death.
  • GENERAL MEETINGS AND RESOLUTIONS
    • The Council may, whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default, may be convened by such requisitionists as provided by Section 368 of the Act.
    • An annual general meeting and an extraordinary general meeting called for the passing of a special resolution or a resolution appointing a person as a member of the Council  shall be called by at least 21 clear days notice but a general meeting may be called by shorter notice if so agreed:-
      • in the case of an annual general meeting, by all members entitled to attend and vote thereat; and
      • in the case of any other general meeting by a majority in number of the members having a right to attend and vote being a majority together holding (subject to the provisions of any elective resolution of the Association for the time being in force) not less than 95% of the total voting rights at the meeting of all members.
    • The notice shall specify the time and place of the meeting, and in the case of an annual general meeting, shall specify the meeting as such.
    • The notice shall be given to all the members and to the members of the Council and auditors.
    • Regulation 38 in Table A shall not apply to the Association.
    • No business shall be transacted at any general meeting unless a quorum is present.  Subject to Article 4.7 below, five persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative.
    • If and for so long as the Association has only one member, that member present in person or by proxy or (if that member is a corporation) by a duly authorised representative shall be a quorum.
    • If a quorum is not present within half and hour from the time appointed for a general meeting the general meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Council may determine, and if at the adjourned general meeting a quorum is not present within half and hour from the time appointed therefore such adjourned general meeting shall be dissolved.
    • Regulations 40 and 41 in Table A shall not apply to the Association.
    • If and for so long as the Association has only one member and that member takes any decision which is required to be taken and in general meeting or by means of a written resolution, that decision shall be as valid and effectual as if agreed by the Association in general meeting, subject as provided in article 4.12 below.
    • Any decision taken by a sole member pursuant to Article 4.10 above shall be recorded in writing and delivered by that member to the Association for entry in the Association’s minute book.
    • Resolutions under Section 303 of the Act for the removal of a member of the Council before the expiration of his period of office and under Section 391 of the Act for the removal of an auditor before the expiration of his period of office shall only be considered by the Association in general meeting.
    • Regulation 44 in Table A shall be read and construed as if the words “and at any separate meeting of the holders of any class of shares in the Association” were omitted therefrom.
    • Regulation 46 in Table A shall be read and construed as if paragraph (d) was omitted therefrom.
    • Any member of the Association entitled to attend and vote at a general meeting shall be entitled to appoint another person (whether a member or not) as his proxy to attend and vote instead of him and any proxy so appointed shall have the same right as the member to speak at the meeting.
    • On a show of hands and on a poll every member present in person or by proxy shall have one vote.
    • Regulations 54 and 55 in Table A shall not apply to the Association.
  • APPOINTMENT OF THE COUNCIL
    • Regulation 64 in Table A shall not apply to the Association.
    • There shall be no maximum number of members of the Council and the minimum number of members if the Council shall be one.  Whenever the minimum number of members of the Council is one, a sole member of the Council shall have authority to exercise all the powers and discretions by Table A and by these Articles expressed to be vested in the Council generally, and regulation 89 in Table A shall be modified accordingly.
    • The members of the Council shall not be required to retire by rotation and regulations 73 to 80 (inclusive) in Table A shall not apply to the Association.
    • Regulation 83 in Table A shall be read and construed as if the words “of any class of shares or” were omitted therefrom.
    • Members of Council shall be appointed or nominated (as the case may be) in accordance with the Rules.
    • The Council shall govern the Association in accordance with the Rules.
  • BORROWING POWERS
    • The Council may exercise all the powers of the Association to borrow money without limit as to amount and upon such terms and in such manner as they think fit, and to grant any mortgage, charge or standard security over its undertaking and property, or any part thereof, and to issue debentures, whether outright or as security for any debt, liability or obligation of the Association or of any third party.
  • ALTERNATE MEMBERS OF COUNCIL
    • Unless otherwise determined by the Association in general meeting by ordinary resolution an alternate member of the Council shall not be entitled as such to receive any remuneration from the Association, save that he may be paid by the Association such part (if any) of the remuneration otherwise payable to his appointor as such appointor may be notice in writing to the Association from time to time direct, and the first sentence of regulation 66 in Table A shall be modified accordingly.,
    • A member of the Council, or any such other person as is mentioned in regulation 65 in Table A , may act as an alternate member of the Council to represent more than one member of the Council, and an alternate member of the Council shall be entitled at any meeting of the Council or of any committee of the Council to one vote for every member of the Council whom he represents in addition to his own vote (if any) as a member of the Council, but he shall count as only one for the purpose of determining whether a quorum is present.
  • DISQUALIFICATION AND REMOVAL OF MEMBERS OF THE COUNCIL
    • The office of a member of the Council shall be vacated if:-
      • he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
      • he ceases to be a member of the Council by virtue of provision of the Act or he becomes prohibited by law from being a member of the Council; or
      • he becomes incapable by reason of mental disorder, illness or injury of managing and administrating his property and affairs; or
      • he resigns his office by notice in writing to the Association or otherwise (for any reason) ceases to be a member of the  Council; or
      • shall have been absent from three consecutive meetings of the Council without permission of the Council; or
      • he be suspended from taking part in football and/or football management; or
      • he becomes a referee on the active list of the Association; or
      • he does any act or thing which in the opinion of the Council, brings the Association into disrepute.
    • Regulation 81 in Table A shall not apply to the Association.
  • GRATUITIES AND PENSIONS
    • The Council may exercise the powers of the Association conferred by its Memorandum of Association in relation to the payment of pensions, gratuities and other benefits and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of such powers.
      • Regulation 87 in Table A shall not apply to the Association.
  • PROCEEDINGS OF THE COUNCIL
    • The quorum for the transaction of the business of the Council may be fixed by the Council and unless so fixed at any other number shall be five.  A person who holds office as an alternate member of the Council shall, if his appointor is not present, be counted in this quorum.
    • A member of the Council may not vote, at any meeting of the Council or on any committee of the Council, on any resolution that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever, and if he shall vote on any such resolution his vote shall not be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same)  not be taken into account in calculating the quorum present at the meeting.
    • Each member of the Council shall comply with his obligations to disclose his interest in contracts under Section 317 of the Act.
    • Regulations 88 and 94 to 97 (inclusive) in Table A shall not apply to the Association.
    • The Council shall have power to appoint sub-committees and to delegate all or any of their powers to any such sub-committees.  The maximum number of members of a sub-committee shall be eight and the quorum for the transactions of business at a meeting of a sub-committee shall be three Council members. 
    • Regulation 72 in Table A shall not apply to the Association.
  • MINUTES
    • Regulation 100 in Table A shall be read and construed as if the words “of the holders of any class of shares in the Association” were omitted therefrom.
  • THE SEAL
    • If the Association has a seal it shall only be used with the authority of the Council or of a committee of the Council.  The Council may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a member of the Council and by the Secretary or second member of the Council.  Regulation 101 in Table A shall not apply to the Association.
    • The Association may exercise the powers conferred by Section 39 of the Act with regard to having an official seal for use abroad, and such powers shall be vested in the Council.
  • NOTICES
    • Regulation 112 in Table A shall be read and construed as if the second sentence was omitted therefrom.
    • Regulation 113 in Table A shall be read and construed as if the words “or of the holders of any class of shares in the Association” were omitted therefrom.
  • INDEMNITY
    • Every member of the Council or other officer or auditor of the Association shall be indemnified out of the assets of the Association against all loses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under Section 727 of the Act in which relief is granted to him by the Court, and no member of the Council or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Association in the execution of the duties of his office or in relation thereto.  But this article shall only have effect in so far as its provisions are not avoided by Section 310 of the Act.
    • The Council shall have power to purchase and maintain for any member of the Council, officer or auditor of the Association insurance against any such liability as is referred to in Section 310(1) of the Act.
    • Regulation 118 in Table A shall not apply to the Association.
  • RULES OR BY-LAWS
    • The Council may from time to time make such rules or by-laws as they may deem necessary or expedient or convenient for the proper conduct and management  of the Association and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such rules or by-laws regulate:-
      • the admission and classification of members of the Association, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership suspended or terminated and the entrance fees, subscriptions and other fees or payments to be made by members; 
      • the conduct of members of the Association in relation to one another, and to the Association’s servants;
      • the setting aside of the whole or any part or parts of the Association’s premises at any particular time or times or for any particular purpose or purposes;
      • the procedure at general meetings and meetings of the Council and sub-committees of the Association in so far as such procedure is not regulated by these presents;
      • the terms and conditions relating to persons or clubs participating in or officiating at matches and events or in leagues, cups or other competitions organised or supervised by the Association and the terms on which they may be suspended, excluded or their participation or officiation may be terminated.; and
      • generally, all such matters as are commonly the subject matter of Association rules.
    • The Association in general meeting shall have power to alter or repeal the rules or by-laws and to make additions thereto and the Council shall adopt such means as they deem sufficient to bring to the notice of members of the Association all such rules or by-laws, which so long as they shall be in force, shall be binding on all members of the Association.  Provided, nevertheless, that no rule or by-law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of the Association.

 

 

 

  • AUDIT
    • Auditors shall be appointed and the general accounts of the Association shall be audited.  The duties of the auditors shall be regulated in accordance with the provisions of the Act and applicable professional standards.

 

Dec. 2003

 

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