Salopians Company details.

THE COMPANIES ACTS, 1948 to 1976

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

MEMORANDUM OF ASSOCIATION

OF

SALOPIAN FLYFISHERS ASSOCIATION LIMITED

 

 

  1. The name of the Company is “SALOPIAN FLYFISHERS ASSOCIATION LIMITED”
  2. The registered office of the Company will be situated in England.
  3. The objects for which the Company is established are: –
    • To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as the Salopian Flyfishers Association
    • To promote the sport of flyfishing and to encourage social intercourse between the members of the Company
    • To establish maintain and conduct a flyfishing association for the accommodation of the members of the Company and their friends and generally to afford to them all the usual privileges advantages and accommodation of an association
    • To acquire by purchase lease or otherwise fisheries fishing rights and lands in the County of Salop or elsewhere and to maintain and lay out the same for flyfishing and to build or otherwise provide a clubhouse and other usual facilities in connection with the objects for which the Company is established and to furnish modify and maintain the same and to permit the same to be used by members and employees of the Company and others either gratuitously or for payment
    • To acquire by purchase lease or otherwise any other fisheries fishing rights and lands or property such as may be deemed by the Company likely to benefit either directly or indirectly the interest of the Company
    • To manage improve cultivate and maintain all or any part of the fishing rights and lands and other property of the Company and to demise sell or otherwise deal with and dispose of the same either together or in portions for such considerations as the Company may think fit and in particular for shares debentures or securities of any company purchasing the same
    • To purchase hire make or provide and maintain or to sell or otherwise dispose of all kinds of equipment and other things required or which may be conveniently used in connection with the fisheries fishing rights lands clubhouse and other premises of the Company by persons frequenting the same whether members of the Company or not
    • To buy prepare make supply sell and deal in all kinds of flyfishing equipment and in all apparatus used in connection with flyfishing including fish of all kinds and all kinds of liquors provisions and refreshments required or used by the members of the Company or other persons frequenting the fisheries fishing rights lands clubhouse or premises of the Company
    • To hire and employ all classes of persons considered necessary for the purposes of the Company and to pay to them and to other persons in return for services rendered to the Company salaries wages charges and pensions
    • To promote and hold either alone or jointly with any other association club or persons meetings for the sport of flyfishing and to promote give or support dinners balls concerts and other entertainments
    • To establish promote or assist in establishing or promoting and to subscribe to or become a member of any other associations or clubs whose objects are similar or in part similar to the objects of the Company or the establishment or promotion of which may be beneficial to the Company. Provided that no subscription be paid to any such other association or club out of the funds of the Company except bona fide in furtherance of the objects of the Company
    • To support and subscribe to any charitable or public body and any institution society or club which may be for the benefit of the Company or its employees or may be connected with flyfishing; to give pensions gratuities Christmas boxes or charitable aid to any person who may have served the Company or to the wife widow children or other relatives of such persons; to make payments towards insurance; and to form and contribute to provident and benefit funds for the benefit of any person employed by the Company
    • To invest and deal with the monies of the Company not immediately required upon such securities and in such manner as may from time to time be determined
    • To borrow or raise and give security for money by the issue of or upon bonds debentures debenture stock bills of exchange promissory notes or other obligations or securities of the Company or by mortgage or charge upon all or any part of the property of the Company
    • To do all such lawful things as are incidental or conducive to the attainment of the above objects or any of them

 

 

 

  1. The liability of the members is limited.
  2. Every member of the Company undertakes to contribute to the assets of the Company in the event of it’s being wound up while he is a member or within one year afterwards for payment of the debts and liabilities of the Company contracted before he ceases to be a member and the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding £1.

 

 

NAMES AND ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

 

 

MICHAEL ALBERT MEDDINGS                                                                SYDNEY JOHN PERRY

57, HERONDALE ROAD                                                                                20, SILVERMERE PARK

WOLLASTON                                                                                                    SHIFNAL

STOURBRIDGE                                                                                                SALOP

WEST MIDLANDS                                                                                           TF11 9BN

 

PRODUCTION MANAGER                                                                            COAL & ASH HANDLING ENGINEER C.E.G.B.

———————————————————————————————————————————

WILLIAM JOHN COPE                                                                                  ROBERT ROY ARMSTRONG

67 OLD PARK ROAD                                                                                      12 KINITHS CRESCENT

DUDLEY                                                                                                             WEST BROMWICH

WEST MIDLANDS, DY1 3NA                                                                       WEST MIDLANDS

 

TECHNICAL MANAGER                                                                              CHIEF CHEMIST

———————————————————————————————————————————

RAYMOND MALPASS                                                                                   JAMES BROAD

69 CHILLINGTON DRIVE                                                                            8 BROOK HOLLOWAY

CODSALL                                                                                                          WOLLESCOTE

STAFFS                                                                                                               STOURBRIDGE

WV8 1AW                                                                                                          WEST MIDLANDS

 

DRAUGHTSMAN                                                                                             LECTURER

 

THOMAS FREDERICK TOMLINSON

3 ASHLEY GARDENS

CODSALL

STAFFS

 

PRODUCTION SERVICES MANAGER

 

 

 

Dated the Thirteenth day of February 1978

 

 

Witness to the above signatures:

D.J.V. Morgan

Solicitor with Higgs and Sons, Brierley Hill, West Midlands.

 

 

THE COMPANIES ACTS, 1948 to 1976

 

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

 

ARTICLES OF ASSOCIATION

OF

SALOPIAN FLYFISHERS ASSOCIATION LIMITED

 

 

INTERPRETATION

 

  1. In these Articles unless there is something in the subject or context inconsistent therewith: “The Association” means the above-named Association                                                                “The Statutes” means the Companies Acts 1948 to 1976 or any statutory modification thereof     “The Committee means the members for the time being of the Committee hereby constituted      “The Secretary” includes any person appointed to perform the duties of the Secretary temporarily

Expressions referring to writing shall unless the contrary intention appears be construed as including references to printing lithography photography and other modes of representing or reproducing words in a visible form.  Unless the context otherwise requires words or expressions words or expressions contained in these Articles shall bear the same meaning as in the Statutes or any statutory modification thereof in force at the date at which these Articles become binding on the Association.

 

OBJECTS

 

  1. The Association is established for the purposes expressed in the Memorandum of Association.

MEMBERSHIP

 

  1. The number of members with which the Association proposes to be registered is 180 but the Committee may whenever the business of the Association requires it register an increase of members
  2. Every fly fisher shall be qualified to be elected a member of the Association
  3. The first members of the Association shall be the signatories to the Memorandum of Association and these Articles and every person who at the date of the incorporation of the association was a member of the unincorporated Association known as Salopian Flyfishers Association referred to in paragraph 3(1) of the Memorandum of Association and who shall on or before the first day of March 1978 or such extended period as the Committee may determine sign and deliver to the Secretary of the association the form of membership prescribed by the Committee
  4. Except as provided in article 5 hereof every candidate for membership of the Association shall be proposed by one and seconded by another member of the Association to whom the candidate shall be personally known and who shall be responsible for his or her eligibility. The application for membership of every such candidate shall be made in writing signed by the candidate and by his or her proposer and seconder and shall be in such form as the Committee may from time to time prescribe.
  5. The annual and other subscriptions and entrance fee (if any) payable by members other than life members of the Association shall be such as the Committee may from time to time prescribe and the Committee may provide either generally or as respects any particular member or members other than life members for the payment of annual subscription by instalments. Every application for membership other than for life membership shall be accompanied by a remittance to cover the entrance fee (if any) and the appropriate subscription from the date of application to the following 31st In the event of non-election such remittance shall be returned to the candidate. The annual and other subscriptions and entrance fee (if any) payable by the Honorary Treasurer and the Secretary for the time being shall be paid by the other members of the Association in equal shares.
  6. The first life president of the Association shall be the Lady Forester who shall hold such office as long as she shall live.
  7. In the event of the office of life president being vacant any person who in the opinion of the Committee has rendered outstanding services to the Association may at any general meeting of the Association be appointed life president of the Association. A two-thirds majority of those present and voting shall be necessary to such election.  The life president whether appointed under this article or article 8 hereof shall not by virtue of his or her office be deemed a member of the Committee or other director of the Company or be entitled to any remuneration.  Nevertheless by invitation of the Committee he or she may attend meetings of the Committee for the purpose of giving advice.
  8. The first life member of the Association shall be Sidney John Perry of 20 Silvermere Park Shifnal Salop.
  9. Except as provided in article 10 hereof on the recommendation of the Committee any person being a member of the Association may at any general meeting of the Association be elected a life member of the Association without any payment for such life membership. A two-thirds majority of those present and voting shall be necessary to such election.  Every life member shall be entitled to all the privileges and be subject to all the duties of a member of the Association during his of her life (subject nevertheless to the provisions of articles 19 and 20 hereof) without any payment of an annual or other subscription or otherwise except in respect of his guarantee contained in clause 5 of the Memorandum of Association of this Association.
  10. Members residing beyond a radius of 100 miles from the Clock Tower, Bridgnorth in the County of Salop and having no business or private address within the said radius other than that of a club and members intending to reside abroad for one year or more may continue as members on payment of such reduced subscription as the Committee shall decide from time to time (hereinafter referred to as “country or overseas members”).
  11. The Committee shall have powers to elect as members of the Association upon such terms

and subject to such regulations as the Committee may from time to time deem advisable and subject to article 6:

  • Persons who are employees or officers of the regional water authorities and the

Welsh National Water Development Authority established in accordance with the Water Act 1973 or any statutory modification or re-enactment thereof (hereinafter referred to as “temporary members”)

  • Persons who shall be entitled to avail themselves of the amenities of the clubhouse

and premises of the Association at all times except that they shall be restricted to the use of the fisheries on five days in each week excluding Saturdays and Sundays (hereinafter referred to as “restricted members”)

  • Persons who shall be entitled to avail themselves of all the amenities of the clubhouse

and premises of the Association except that they shall not be entitled to use the fisheries (hereinafter referred to as “non-fishing members”)

  • Members of the armed forces of the Crown (hereinafter referred to as “service

members”)

  • Honorary members

 

 

  1. Every candidate for election (including candidates for election to the special classes of membership specified in article 13 hereof) shall be balloted for by the Committee and three black balls shall exclude. The name address and description of every candidate and the names of his or her proposer and seconder shall be sent to the Secretary in writing and these particulars shall be posted in a conspicuous place in the clubhouse of the Association at least fourteen days before the ballot provided nevertheless that on the unanimous recommendation of the Committee in meeting duly convened the ballot may take place before the expiration of such fourteen days but not earlier than two days after the application of the candidate.
  2. Subject to the express provisions of these Articles and to the Memorandum of Association and to any byelaws for the time being in force made by the Committee as hereinafter provided all members of the Association shall be entitled at all times to use in common all the premises and property of the Association and to be supplied at such charges as the Committee shall from time to time determine with such meals refreshments and things as are provided by the Association for the use of its members.
  3. Subject to the provisions of these Articles every member shall be entitled to all the rights and be subject to all the duties of a member of the Association provided that country or overseas temporary restricted non-fishing service and honorary members shall not have the right to nominate or to be elected as officers of the Association or other members of the Committee.
  4. Any member wishing to resign his or her membership of the Association shall give notice in writing of his or her intention so to do addressed to the Secretary and deposited at the registered office of the Association before the First day of November in any year failing which such member shall be liable to pay the subscription for the next year.
  5. Any member other than a life member, the Honorary Treasurer and the Secretary for the time being whose annual subscription is unpaid on the 1st January shall cease to be a member of the Association and shall forfeit all right in and claim upon the Association and its property unless the Committee before the following 1st February suspend the operation of this provision as regards any particular member on such terms as the Committee at their discretion may determine Provided that where in accordance with article 7 hereof the Committee have resolved that the subscription of any particular member may be paid by instalments this article shall apply to non-payment of any such instalment substituting the due date of the instalment for the 1st January and a date six weeks after such due date for the 1st
  6. In case the conduct of any member shall in the opinion of the Committee be injurious to the character of the Association or objectionable in any respect such member may be required by the Committee to resign and if the member so requested shall not resign within one week such member may be expelled by resolution of the Committee and cease to be a member of the Association and all sums which shall have been paid by such member shall thereupon be forfeited. A member expelled under this article shall have a right of appeal by giving written notice of appeal to the Secretary within ten days from the posting of the notice of expulsion.  Thereupon an extraordinary meeting shall be convened within fourteen days and if such meeting shall pass an extraordinary resolution rescinding the expulsion then the member shall be reinstated as from the date of such resolution.
  7. If any member be convicted on indictment of any criminal offence or shall be adjudged a bankrupt or shall make any composition or arrangement with his or her creditors or being engaged in any profession shall be prohibited by the disciplinary body of that profession from continuing to practise such member shall ipso facto cease to be a member of the Association. Any person so ceasing to be a member may be readmitted to membership by the Committee at its discretion.
  8. Any member expelled in accordance with these articles or otherwise ceasing to be a member of the Association shall forfeit all right to or claim upon the Association or its property or funds.
  9. The rights of a member as such shall be personal and not be transferable and shall cease upon his death.

 

GENERAL MEETINGS

  1. The Association shall in each year hold a general meeting as its annual general meeting in

addition to any other meetings in that year and shall specify the meeting as such in the notices calling it and not more than fourteen months shall elapse between the date of one annual general meeting of the Association and that of the next.  The annual general meeting shall be held at such time and place as the Committee shall appoint.

  1. All general meetings other than the annual general meeting shall be called extraordinary

general meetings.

  1.          1)  The Committee may whenever they think fit and shall on a requisition made in writing by any 30 or more members convene an extraordinary general meeting.

2) Any requisition made by the members must state the object of the meeting    proposed to be called and must be signed by the requisitionists and deposited with the Secretary.

3) On receipt of the requisition the Committee shall forthwith proceed to convene an extraordinary general meeting; if it does not within twenty-one days from the date of the deposit of the requisition proceed to call a meeting the requisitionists or a majority in number of the requisitionists may themselves convene a meeting.

  1. The accidental omission to give notice of any meeting to or the non-receipt of such notice by

any member shall not invalidate the proceedings at that meeting.

 

PROCEEDINGS AT GENERAL MEETINGS

  1. All business shall be deemed special that is transacted at an extraordinary general meeting and also all that is transacted at an annual general meeting with the exception of the consideration of the accounts balance sheets and the ordinary reports of the Committee and auditor or auditors the election of officers and of other members of the Committee in place of those retiring by rotation and the fixing of the remuneration of the auditor or auditors.
  2. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided 30 members personally present shall be a quorum. (Amended to 15 members by vote of those present at the Annual General Meeting of 19/11/2001)
  3. If within half an hour from the time appointed for the meeting a quorum of members is not present the meeting if convened on the requisition of members shall be dissolved; in any other case it shall stand adjourned at a time and place to be determined by a majority of the members present and voting at the adjournment but the adjourned meeting shall be held no later than 28 days after its adjournment; and if at the adjourned meeting a quorum of members is not present within half an hour of the time appointed for the meeting the members present shall be a quorum.
  4. The Chairman and failing him the Vice-Chairman shall preside as chairman at every general meeting of the Association.
  5. If there is no such chairman or if at any meeting he is not present within five minutes of the time of holding the same the members present shall choose someone of their number who is a member of the Committee to be chairman of the meeting and if there shall be no member of the Committee present then the members shall choose any one of their number to be chairman of the meeting.
  6. The chairman may with the consent of the meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
  7. At any general meeting unless a poll is demanded by the chairman or by at least 3 members present in person or by proxy or by any member or members present in person or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting a declaration by the chairman that a resolution has or has not been carried and an entry to that effect in the book of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
  8. If a poll is demanded in manner aforesaid the same shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
  9. Every member of the Association shall have the right to attend general meetings of the Association and country or overseas temporary restricted non-fishing service and honorary members shall not have the right to vote on matters appertaining to the management of the fisheries as such including the engagement or dismissal of staff employed theron. No member shall be entitled to vote at any meeting unless all the monies then due from him to the Association have been paid.  Every member of the Association entitled to vote shall have one vote and no more except that in case of equality of votes the chairman shall have a second or casting vote.
  10. On a poll votes may be given either personally or by proxy. A proxy shall be appointed in writing under the hand of the appointer.  The instrument appointing a proxy shall be deposited at the registered office of the Association not less than forty-eight hours before the time of holding the meeting at which the person named in such instrument proposes to vote.
  11. Any instrument appointing a proxy shall be in the following form.

“SALOPIAN FLYFISHERS ASSOCIATION LIMITED”

I                                                                                    being a member of

Salopian Flyfishers Association Limited hereby appoint

Of

as my proxy to vote for me and on my behalf at the annual (or extraordinary)

general meeting of the Association to be held on the                                  day of

and at any adjournment therof

Signed this                                                            day of

COMMITTEE AND OFFICERS

  1. The Committee shall consist of the officers of the Association being the Chairman Vice-

Chairman Honorary Treasurer the Secretary and the Fishery Officer and not less than seven nor more than ten other members of the Association elected as herein provided.  Five members of the Committee shall be a quorum at a committee meeting.  The Committee may from time to time elect a chairman who in case of equality of votes shall have a casting vote.

  1. The officers of the Association shall consist of a chairman vice-chairman an honorary treasurer a secretary and a fishery officer all of whom shall be members of the Association.
  2. The first officers of the Association shall be the said Sydney John Perry of 20 Silvermere Park Shifnal Salop Chairman Robert Roy Armstrong of 12 Kinths Close West Bromwich West Midlands Vice-Chairman Ray Malpas of 69 Chillington Drive Codsall Staffordshire Honorary Treasurer William John Cope of 67 Old Park Road Dudley West Midlands Fishery Officer and Michael Albert Meddings of 57 Herondale Road Wollaston Stourbridge West Midlands Secretary and they together with Jeffrey David Shaw of 31 Farm Lodge Grove Malinslee Telford Salop Robert Charles Owen Crewe of 54 Hilston Avenue Penn Wolverhampton West Midlands Peter Mervyn Barwell of 52 Beach Avenue Bilston West Midlands Thomas Frederick Tomlinson of 3 Ashley Gardens Codsall Staffordshire Ronald Anthony Burton of 29 School Road Tettenhall Wood Wolverhampton West Midlands Stewart Lee of 211 Pelsall Lane Rushall Walsall West Midlands William John Jones of 17 Hylstone Crescent Moat House Estate Wednesfield West Midlands Richard Smith of 18 Farndale Avenue Hordern Road Wolverhampton West Midlands James Broad of 8 Brook Holloway Wollescote Stourbridge West Midlands and Peter Ronald Charles Jones of 41 Kidderminster Road Brierley Hill West Midlands shall be the first members of the Committee.
  3. No member of the Committee shall receive any remuneration for his services in the capacity of officer or other member of the Committee but nothing herein contained shall be deemed to prohibit the payment by the Association of any sum to the Secretary or other officers or other members of the Committee for clerical or other assistance.
  4. There shall not be any age limit for members of the Committee and accordingly sub-sections (1) to (6) of section 185 of the Companies Act 1948 shall not apply to the Association.
  5. At every annual general meeting of the Association the officers and three other members of the Committee shall retire from office. The retiring members of the Committee shall be eligible for re-election at the same or any other general meeting of the Association.  The members of the Committee other than the officers to retire at the first annual general meeting shall be Messrs. Jeffrey David Shaw Robert Charles Owen Crewe and Richard Smith; the members of the Committee other than the officers to retire at the second annual general meeting shall be Messrs. Ronald Anthony Burton William John Jones and Thomas Frederick Tomlinson; and the members of the Committee other than the officers to retire at the third annual general meeting shall be Messrs. James broad peter Mervyn Barwell and Stewart lee; thenceforth the members of the Committee other than the officers shall retire in order of seniority of election and in case of equal seniority the order of retirement shall be determined by lot.
  6. Subject as hereinbefore provided the election of members of the Committee shall take place in the following manner :

1) Any two members of the association shall be at liberty to nominate any other

member to serve as a member of the Committee having previously received his assent.

2) Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order and each member present at the annual general meeting and qualified to vote shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.

  • In case there shall not be a sufficient number of candidates nominated the

Committee shall fill up the remaining vacancy or vacancies.

  • If any candidate after being elected declines to serve the candidate who has the

next largest number of votes shall be deemed to be elected.

  • If two or more candidates obtain an equal number of votes the members of the

Committee shall select by lot from such candidates the candidate or candidates who is or are to be elected.

  1. All casual vacancies arising amongst the Committee shall be filled by the Committee. Any

member of the committee so appointed shall retire at the following annual general meeting but shall be eligible as a candidate for election as an officer or other member of the Committee at such annual general meeting.

  1. The officers shall be selected by the Committee from amongst their number.
  2. The office of member of the Committee shall be vacated :
    • If his membership of the Association is avoided in accordance with article

20 hereof.

  • If he absents himself from the meetings of the Committee for a period of six

calendar months without special leave of absence from other members of the Committee.

  • If he gives the Committee one calendar months notice in writing that he

resigns his office.

  1. 1) The Committee shall cause proper books of account to be kept in respect of
  2. all sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place and
  3. the assets and liabilities of the Association

2) The books of account shall be kept at the registered office of the Association or at such other place or places as the Committee thinks fit and shall always be open to the inspection of the Committee.  The Committee shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Association or any of them shall be open to the inspection of members of the Association not being members of the Committee and no member (not being a member of the Committee) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Committee.

3) Once at least in every year the Committee shall lay before the Association in general meeting an account of income and expenditure for the period since the preceding account and written reports on each fishery.  A balance sheet shall be made out in every year and laid before the Association in general meeting made up to a date not more than six months before such meeting and a copy thereof shall twenty one days previously to the meeting be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder.  Every such account and balance sheet shall be accompanied by a report of the Committee and the account report and balance sheet shall be signed by two members of the Committee and countersigned by the Secretary.

  1. The Committee shall exercise all such powers and do all such things as may be exercised or

done by the Association save such as are by these articles or by any statute for the time being in force required to be exercised or done by the Association in general meeting and may act notwithstanding vacancies.

  1. The Committee may with the consent of the majority of those members of the Association present and voting at a general meeting of the Association issue debentures or debenture stock bonds or obligations of the association at any time in any form or manner and for any amount and may with the consent of the members as aforesaid raise or borrow for the purposes of the Association any sum or sums of money either upon mortgage or charge of all or any of the property of the Association whether present or future or on bonds or debentures secured by trust deed or otherwise or not secured as they may think fit.

 

  1. 1) The Committee shall have the power from time to time to make alter and repeal all such byelaws as they deem necessary or expedient or convenient for the proper conduct and management of the Association and in particular but not exclusively they may by such byelaws regulate
  2. the terms and conditions which honorary guests children of members of the Association and visitors shall be permitted to use the fisheries premises and property of the Association
  3. the manner and use and the times of opening and closing of the fisheries clubhouse and premises of the Association or any part thereof and the permitted hours for the supply of intoxicating liquor
  4. the rules to be observed and prizes or stakes to be played for by members of the Association playing any game on the premises of the Association
  5. the prohibition of particular games on the premises of the Association entirely or at any particular time or times
  6. the conduct of members of the Association in relation to one another and to the Association’s servants
  7. the setting aside of the whole or any part or parts of the Association’s premises for any class or classes of members at any particular time or times or for any particular purpose or purposes
  8. the imposition of fines for the breach of any byelaw or any Article or Association of the Association
  9. and generally all such matters as are commonly the subject matter of the Association rules but in the case of any alteration or repeal of any such byelaws such alteration or repeal will be subject to the ratification of a majority of members of the Association present and voting at a general meeting of the Association

2) The Committee shall adopt such means as they deem sufficient to bring to the notice of member of the Association all such byelaws alterations and repeals and all such byelaws so long as they shall be in force shall be binding upon all members of the Association.  Provided nevertheless that no byelaws shall be inconsistent with or shall affect or repeal anything contained in the Memorandum or Articles of Association of the Association and that any byelaw may be set aside by a special resolution of a general meeting of the Association

  1. The Committee may from time to time delegate any of their powers to such sub-committee or sub-committees consisting of one or more members or members of the Association and not necessarily a member of the Committee or members of the Committee as they shall think fit to appoint and may recall or revoke any such delegation or appointment. Provided that no sub-committee concerned with the purchase for the Association or with the supply by the Association of intoxicating liquor shall include any members who are not members of the Committee.  Any sub-committee shall in the exercise of the powers so delegated conform to any regulations that may be prescribed by the Committee.

 

AUDIT

  1. An auditor or auditors shall be appointed and their duties regulated in accordance with the

Statutes or any statutory modification thereof for the time being in force.

 

SEAL

  1. The Committee shall provide for the safe custody of the common seal of the Association. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Committee and in the presence of at least two members of the Committee and the Secretary or such other person as the Committee may appoint for the purpose and these two members of the Committee and the Secretary or other person as aforesaid shall sign every instrument to which the seal of the Association is so affixed in their presence.

 

DISSOLUTION

  1. If the Association shall be wound up whether voluntarily or otherwise the liquidators may with the sanction of an extraordinary resolution divide among the contributories in specie or in kind any part of the assets of the Association and may with the like sanction vest any part of the assets of the Association in trustees upon such trust for the benefit of the contributories or any of them as the liquidators with the sanction may think fit.

 

NOTICES

  1. A notice may be given by the Association to any member either personally or by sending it by

first class post to him or her at his or her registered address.  Where a notice is sent by first class post service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice and shall be deemed to have been effected at the time at which the letter would be delivered in the ordinary course of first class post.

 

 

_________________________________________________________________________

 

NAMES ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS   ____________________________________________________________________

MICHAEL ALBERT MEDDINGS                   SYDNEY JOHN PERRY

57 HERONDALE ROAD                                20 SILVERMERE PARK

WOLLASTON                                                 SHIFNAL

STOURBRIDGE                                              SALOP

WEST MIDLANDS                                         TF11 9BN

 

PRODUCTION MANAGER                           COAL & ASH HANDLING ENGINEER    C.E.G.B.

 

 

WILLIAM JOHN COPE                                  ROBERT ROY ARMSTRONG

67 OLD PARK ROAD                                     12 KINITHS CRESCENT

DUDLEY                                                         WEST BROMWICH

WEST MIDLANDS                                         WEST MIDLANDS

DY1 3 NA

 

TECHNICAL MANAGER                               CHIEF CHEMIST

 

 

RAYMOND MALPAS                                     JAMES BROAD

69 CHILLINGTON DRIVE                             8 BROOK HOLLOWAY

CODSALL                                                       WOLLESCOTE

STAFFS                                                           STOURBRIDGE

WV8 1AW

 

DRAUGHTSMAN                                           LECTURER

 

 

 

THOMAS FREDERICK TOMLINSON

3 ASHLEY GARDENS

CODSALL

STAFFS

 

PRODUCTION SERVICES MANAGER

 

________________________________________________________________________

 

 

Dated the Thirteenth day of February 1978

 

Witness to the above signatures:

 

D.J.V. Morgan

Solicitor with Higgs & Sons, Brierley Hill, West Midlands.

 

 

Addendum – At the Annual General Meeting held on November 19th 2001 those present voted to amend Clause 28 so that henceforth fifteen members should constitute a quorum at an Annual General Meeting.

 

(Note to addendum.  The Articles of Association were originally written at a time when the Association had a membership of more than 150.  In more recent times membership had been more like 75 or 80.  It was therefore felt that the number of members required to constitute a quorum at an A.G.M. should be reduced by half since the membership was likely to be about half of what it was in those days.)

 

 

 

 

 

 

 

 

 

 

 

 

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