THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

HASLEMERE COMMUNITY RUGBY CLUB LTD

(registered number 5553736)

Incorporated on 5th September 2005

MEMORANDUM and ARTICLES OF ASSOCIATION

GUILDFORD

RRA/TWM

The Companies Act 1985

Company limited by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATION

OF

HASLEMERE COMMUNITY RUGBY CLUB LTD

___________________________________________________________________________

1. The Company's name shall be Haslemere Community Rugby Club Ltd (“the Company”).

2. The registered office of the Company shall be situated in England and Wales.

3. The objects of the Company shall be:

(a) to acquire the property, assets, liabilities and undertaking of the unincorporated body and/or association known as Haslemere Community Rugby Club pursuant to the resolution passed at the 2005 Annual General Meeting of such body and/or association and in general to carry on the business of running and administering a rugby club in Haslemere, Surrey;

(b) to affiliate to the Rugby Football Union, the Surrey County Rugby Football Union, the London Society of Rugby Football Union Referees, the GB Wheelchair Rugby Association and the Rugby Football Union for Women (the “Affiliated Associations”) and to comply with and uphold their rules and regulations and the rules and regulations of any other body to which it is necessary or expedient to be affiliated in order to pursue the Company’s objects;

(c) subject to the rules of the Affiliated Associations to make, amend, revoke and enforce rules and regulations for the running of a rugby club including the administration of membership, control and governance of the playing of the game of rugby (hereinafter “the Game”) and for the disciplining of playing members, officials, coaches and others involved within the Game;

(d) to promote, arrange, manage and regulate tournaments and matches at all age groups including appropriate training;

(e) to arrange for the selection of teams to represent the Company in matches and competitions and such other events as may be deemed expedient;

(f) to promote the teaching of the Game and the development of the Game, including all forms of junior rugby;

(g) to encourage and support coach education, the function of rugby officials and the training of coaches, teachers referees and officials;

(h) to advance interest in the Game amongst men and women, boys and girls from a wide ethnic diversity in order to make the Game available to all;

(i) to acquire, establish, own, operate and turn to account in any way rugby facilities together with such buildings, fixtures, fittings, accessories, servitude rights and leases as shall be thought advisable and to lay out, manage, equip and maintain or assist in the laying out, management, equipment and maintenance of rugby pitches and facilities or accommodation (whether vested in the Company or not) to be used for the teaching, coaching or the playing of rugby; and

(j) to obtain, collect and receive money and raise funds by way of contributions, subscriptions, affiliation fees, donations, legacies, awards, grants (including lottery grants of any kind), covenants or by organising functions or events or by any other lawful method and to accept and receive gifts of cash or property of any description (whether subject to any special trust or not) from any persons, governmental organisations, the National Lottery, unincorporated associations, organisations or any other body corporate and to issue promotions and invitations for the purpose of the same.

4. The Company shall have (without prejudice to the generality of clause 3) the following additional objects:

(a) to co-operate with education authorities in the promotion of the Game and of appropriate courses for players, coaches, teachers, referees and officials;

(b) to publish reports and make surveys and prepare plans and drawings and collect information as shall from time to time appear necessary and in the interests of the Company so to do and to print, publish, issue, circulate and commission papers, periodicals, books, circulars and other literary works and to commission or make films or video tapes, wall charts and any other forms of visual aid in connection with the Game;

(c) to institute, establish, contribute towards and administer scholarships, bursaries, grants, awards and other benefactions and to promote and encourage research and to collect and publish and procure the publication of the useful results thereof;

(d) to purchase lease or by any other means acquire interests in or take options over any property whatever, and any rights or privileges of any kind over or in respect of any property; and to grant indemnities where appropriate to those from whom any such property is acquired;

(e) to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company;

(f) to apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere, any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections, concessions and generally intellectual property or rights 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 any patents, inventions or rights which the Company may acquire or propose to acquire;

(g) to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;

(h) to lend and advance money or give credit on any terms whether with or without interest being charged and whether with or without security, to any person, firm or company (including without prejudice to the generality of the foregoing any associated company of the Company) and also to (subject to the Act) directors of the Company;

(i) to enter into guarantees, contracts of indemnity and sureties of all kinds and to give indemnities to directors of the Company (to the extent that in the case of directors, they are permitted under the Act) to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the 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);

(j) 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 Company's property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it;

(k) 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 and Industry or other governmental authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company's interests;

(l) make representations to local authorities and other organisations as shall be deemed necessary from time to time which shall benefit the Company and to enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, and concessions;

(m) 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 or guaranteed 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 (supreme, municipal, local or otherwise) in any part of the world;

(n) to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Company 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;

(o) 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 Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, 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;

(p) to sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same;

(q) to act as agents or brokers and as trustees for any person, firm or company or in any appropriate manner, and to undertake and perform sub-contracts;

(r) to remunerate any person, firm or company rendering services to the Company either by cash payment or otherwise as may be thought expedient; 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 employed by, or who are serving or have served the Company, or any associated company and to the wives, widows, children and other relatives and dependents of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependents;

(s) to purchase and maintain insurance for or for the benefit of any persons who are or were at any time directors, officers, employees or auditors of the Company, or directors, officers or employees of any associated company, or who are or were at any time trustees of any pension fund in which any employees of the Company or of any associated company are interested, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company or any such associated company or pension fund;

(t) to such extent as may be permitted by law to indemnify or to exempt the Company Secretary or employees against or from any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and in the case of Directors or directors of an associated company to enter into a qualifying third party indemnity for the purposes of section 309B of the Act;

(u) to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company;

(v) 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 Company;

(w) subject to and in accordance with a due compliance with the provisions of Sections 155 to 158 (inclusive) of the Act (if and so far as such provisions shall be applicable), to give, whether directly or indirectly, any kind of financial assistance (as defined in section 152(1)(a) of the Act) for any such purpose as is specified in section 151(1) and/or Section 151(2) of the Act;

(x) 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 in conjunction with others; and

(y) to do all such other things as may be deemed incidental or conducive to the attainment of the Company's objects or any of them.

AND so that:

(1) None of the objects set forth in any sub-clause of Clause 3 and Clause 4 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 inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terms of any other sub-clause of Clause 3 and Clause 4, or by reference to or inference from the name of the Company.

(2) None of the sub-clauses of Clause 3 and Clause 4 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 Company shall have as full a power to exercise each and every one of the objects specified in each sub-clause of Clause 3 and Clause 4 as though each such sub-clause contained the objects of a separate Company.

(3) The word “company” in this Memorandum, except where used in reference to the Company, shall be deemed to include any partnership, association or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.

(4) In this Memorandum the expression “the Act” means the Companies Act 1985 as amended so that any reference 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 and “associated company” when used in this Memorandum shall have the same meaning as in Section 309A(6) of the Act; and

(5) “Rugby Football Union” means the Rugby Football Union at Rugby House Rugby Road Twickenham Middlesex TW1 1DS, “Surrey County Rugby Football Union” means the Surrey County Rugby Football Union at Belhaven House, 65 Walton Road, East Molesey, Surrey KT8 0DB, “London Society of Rugby Football Union Referees” means the London Society of Rugby Football Union Referees as defined on the website www.londonrugby.com, the “GB Wheelchair Rugby Association” means the GB Wheelchair Rugby Association as defined on the website http://mysite.wanadoo-members.co.uk/gbwra and “Rugby Football Union for Women” means the Rugby Football Union for Women at Rugby House Rugby Road Twickenham Middlesex TW1 1DS.

5. The income and the property of the Company shall be applied solely towards the promotion of the objectives set forth in this Memorandum. No portion of the income or property of the Company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any Member of the Company provided that nothing herein shall prevent any payment in good faith by the Company:

(a) of reasonable and proper remuneration to any Member of the Company or officer or employee of the Company for any services rendered to the Company;

(b) of expenses necessarily incurred in carrying out the duties of any Member or officer or employee of the Company;

(c) of interest on money lent by a Member or director of the Company at a proper commercial lending rate; or

(d) to any director of reasonable out-of-pocket expenses.

6. The liability of the Members is limited.

7. Every Member of the Company undertakes to contribute to the Company'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: (i) the Company's debts and liabilities contracted before he ceases to be a Member; and (ii) of the costs, charges and expenses of winding up and also for the adjustment of the rights of Members amongst themselves for such amount as may be required, provided that the total aggregate amount to which a Member is liable under this Clause 7 shall not exceed the sum of one pound (£1).

8. If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and liabilities any surplus property or funds, the same shall not be paid to or distributed amongst the Members or Paid-up Members but shall be given or transferred to:

(a) any community amateur sports club;

(b) a registered charity;

(c) the Rugby Football Union; and

(d) another organisation that is registered as the governing body of the Rugby Union if the Rugby Football Union should be dissolved.

Name and Address of Subscribers
Peter Thomas Stafford
23 Allen House Park

Woking

Surrey

GU22 0DB (Signed)

Martin Richard Saunders

Hindhead View

The Avenue

Grayshott

Hindhead

Surrey

GU26 6LA (Signed)

Matthew Bowcock

Hazlehurst

Bunch Lane

Haslemere

Surrey

GU27 1AJ (Signed)

Dated this 22nd day of August 2005

Witness to the above Signatures:

(Signed)

Address: HALES FIELD

HASLEMERE ANDREW McQUILLAN

SURREY

GU27 2JU

Occupation: COMPANY DIRECTOR

The Companies Act 1985

Company limited by Guarantee and not having a Share Capital

ARTICLES OF ASSOCIATION

of

HASLEMERE COMMUNITY RUGBY CLUB LTD

___________________________________________________________________________

1. Preliminary

1.1 The Company is a company limited by guarantee not having a share capital and accordingly no portion of the income or property of the Company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any Member provided that this will not prevent any payment in good faith by the Company in the circumstances set out in clause 5(a) to (d) of the Memorandum.

1.2 None of the regulations in the Schedule to the Companies (Tables A to F) Regulations 1985 as amended by the Companies (Tables A to F) (Amendment) Regulations 1985, nor any other regulations set out in any schedule to any statute concerning companies, shall apply as regulations or articles of the Company.

2. Definitions

2.1 In these Articles:

“Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force

“Articles” means the Articles of the Company as amended from time to time

“Board” means the board of directors of the Company

“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

“Club” means Haslemere Community Rugby Club (and includes all its facilities) being the activity of a rugby club conducted by the Company

“Club Officers” means those persons elected as officers by the Paid-up Members under the Constitution

“Constitution” means the written constitution of the Club as amended from time to time by resolutions of Paid-up Members

“electronic communication” has the meaning given in the Electronic Communications Act 2000

“Executive Committee” means the Executive Committee under the Constitution to which the directors may delegate their powers pursuant to these Articles

“Member” means a member of the Company as described in Article 4

“Memorandum” means the Memorandum of Association of the Company

“Office” means the registered office of the Company

“Paid-up Member” means a person who belongs to and subscribes as a playing, social or life member or vice president to the Club and adheres to the Constitution

“Secretary” means the Company Secretary of the Company or any other person appointed to perform the duties of Company Secretary

“United Kingdom” means the United Kingdom of Great Britain and Northern Ireland

2.2 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 Company.

2.3 The masculine includes the feminine, the singular the plural and vice versa in each case.

3. The Constitution

3.1 These Articles shall recognise the existence of the Constitution and the Members shall ensure that the Constitution is enacted and adhered to by Paid-up Members. The Constitution regulates the affairs of Paid-up Members and nothing that appears in the Articles is intended to interfere with the Constitution as regards Paid-up Members.
3.2 The Constitution provides for the Executive Committee to manage and administer the Club. The Executive Committee has a core of officers comprising the Club Officers. The performance of the duties of the Club Officers shall not be prejudiced by these Articles.
4. Members

4.1 The subscribers to the Memorandum shall be the Members of the Company together with such other persons as are admitted to become a Member in accordance with these Articles from time to time. No person shall be a Member unless he is approved by the directors and is also a Paid-up Member. Every person who wishes to become a Member shall deliver to the Company an application to become a Member in such form as the directors require to be signed by such person.
4.2 Members shall be entitled to vote at all meetings of the Company on the basis of one vote for each Member. Membership shall not be transferable and shall cease on death.
4.3 A Member may at any time withdraw from the Company as a Member by giving at least fourteen clear days notice to the Company.

4.4 If a Member withdraws from the Company or is invited to step down in that capacity by the Paid-up Members at a properly constituted meeting pursuant to these Articles and the Constitution, the Member shall immediately transfer such membership to such person in accordance with Article 4.1.

4.5 If the Member defaults in transferring such membership, the Company shall appoint any person to execute all such documents required to transfer such membership on behalf of the defaulting Member.

4.6 Members shall have the right to inspect any accounting records (or other relevant book or record or document) of the Company.

5. Paid-up Members

5.1 A Paid-up Member does not have any automatic right to be a Member of the Company.

5.2 In accordance with the terms of the Constitution, Paid-up Members shall not be entitled to vote on any matters affecting the Company (unless such Paid-up Member is also a Member). The fact of being a Paid-up Member does not or shall not indicate any investment in the Company and does not provide the Paid-up Member with an equity or ownership interest or any other property interest in the Company.

5.3 Notwithstanding the provisions of Article 5.2, Members shall take account of changes to the Constitution in order to comply with Article 3.1.

6. Directors

6.1 Subject to the provisions of the Act, the Memorandum, the Articles and the Constitution (and to any directions given by special resolution) the business of the Company shall be managed by the directors who may exercise the powers of the Company. No alteration of the Memorandum or Articles or any provision in the Constitution (or any directions given by special resolution) 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.

6.2 The powers given by this Article 6 shall not be limited by any special power given to the directors by the Articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

6.3 The directors may delegate any of their powers to the Executive Committee but not to any other Executive Committee of the directors. The Executive Committee shall have full authority to carry out the administration of the affairs of the Company if such power is delegated to them pursuant to these Articles. However, any such delegation may be made subject to any conditions that the directors may impose and may be revoked or altered at any time as the directors may reasonable require in order to safeguard the running of the Club. The proceedings of the Executive Committee in carrying out the delegated powers of directors shall be governed by the Articles regulating the proceedings of directors insofar as they are capable of applying.

6.4 The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers provided such person is a member of the Executive Committee.

7. Appointment, removal, resignation and retirement of directors

7.1 The directors shall be elected by the Members annually at the annual general meeting of the Company in accordance with the wishes of Paid-up Members under the Constitution. They shall hold office until the end of the next annual general meeting unless their removal is requested by a resolution of the Paid-up Members at a general meeting duly constituted in accordance with these Articles and the Constitution. Directors may be eligible for re-election if so required by the Paid-up Members.

7.2 Upon any director (other than a director appointed pursuant to Article 6.2) ceasing to be a Paid-up Member then such person shall immediately resign as director.

7.3 If the Paid-up Members resolve to remove any person as a director by virtue of a resolution of Paid-up Members pursuant to the Constitution then the Members and the Directors shall procure that such director agrees to resign as a director with effect from the date specified by the Paid-up Members.

7.4 No person shall be elected (or re-elected) director at any general meeting unless he is resolved to be appointed by the Paid-up Members under the Constitution.

7.5 The directors may (after consultation with the Members and the Committee) appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the Articles as the maximum number of directors. A director so appointed shall hold office only until the next annual general meeting of Paid-up Members under the Constitution. If not considered for appointment by the Paid-up Members under the Constitution at such annual general meeting, he shall vacate his office at the conclusion thereof.

7.6 The office of a director shall be vacated if:

(a) he becomes prohibited by law from being a director; or

(b) he becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(c) he is, or may be, suffering from mental disorder and either:

(i) 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

(ii) 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

(d) he resigns his office by notice to the Company; or

(e) is removed by the Paid-up Members under the Constitution.

8. Remuneration of directors and expenses

8.1 The directors shall not be entitled to remuneration for their office as director.

8.2 The directors may be paid all and any expenses incurred which arise by virtue of their office, including telephone, postage, travelling and other expenses properly incurred by them.

9. Directors' appointments and interests

9.1 Subject to the provisions of the Act and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:

(a) may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(b) may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(c) maybe a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(d) shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

9.2 For the purposes of this Article 9:

(a) a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and

(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

10. Proceedings of directors

10.1 Subject to the provisions of the Articles, the directors may regulate their proceedings as they think fit.

10.2 A director may, and the 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.

10.3 Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall have a second or casting vote.

10.4 The quorum for the transaction of the business of the directors may be fixed by the directors but shall be not less than three directors.

10.5 The continuing directors may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of filling vacancies or of calling a general meeting.

10.6 The Chairman of the board of directors shall be the Chairman elected by the Paid-up Members to that office. The director so appointed shall preside at every meeting of directors at which he is present. But if there is no director holding that office, or if the director holding it is unwilling to preside or is not present within 5 minutes after the time appointed for the meeting, the directors present may appoint one of their number to be chairman of the meeting.

10.7 All acts done by a meeting of directors, or by the Executive Committee 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 of them or that they were disqualified from holding office, shall be as valid as if every such person had been duly appointed and was duly qualified.

10.8 A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of the Executive Committee shall be as valid and effectual as if it had been passed at a meeting of directors or of (as the case may be) the Executive Committee duly convened and held and may consist of several documents in the like form each signed by one or more persons; but a resolution signed by an alternate director need not also be signed by his appointor and, if it is signed by a director who has appointed an alternate director, it need not be signed by the alternate director in that capacity.

10.9 Save as otherwise provided by the Articles, a director shall not vote at a meeting of directors nor shall any person vote at a meeting of the Executive Committee on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company unless his interest or duty arises only because the case falls within one or more of the following paragraphs:

(a) the resolution relates to the giving to him of a guarantee, security or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Company or any of its subsidiaries; or

(b) the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security.

For the purposes of this Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not in force when this Article becomes binding on the Company), connected with a director shall be treated as an interest of the director and, in relation to an alternate director, an interest of his appointor shall be treated as an interest of the alternate director without prejudice to any interest which the alternate director has otherwise.

10.10 A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote. The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a director from voting at a meeting of directors or of a person voting on a resolution at a meeting of the Executive Committee.

10.11 If a question arises at a meeting of directors or of the Executive Committee as to the right of a person to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any person other than himself shall be final and conclusive.

10.12 A director who is able to participate in any meeting of the Board by way of electronic communication shall be deemed to be present in person at such meeting and shall be entitled to speak, vote and be counted in the quorum accordingly. Such a meeting of the Board shall be deemed to take place where the largest amount of the participating directors are assembled, or, failing that where the Chairman of the Board meeting then is.

11. Disciplinary Committee

11.1 The Board shall be able to elect (after consultation with the Committee) at any time a disciplinary committee consisting of five persons which shall decide on all disciplinary matters relating to the Company, the Club and the Paid-up Members and shall decide upon or create rules for Paid-up Members after due consideration of the disciplinary rules and procedures set out in the rules, codes of conduct, codes of ethics and anti-doping policies as set out in the Rules of the Rugby Football Union (“RFU”) or Surrey County Rugby Football Union (“SCRFU”) and any other body to which the Club may from time to time be affiliated (“Disciplinary Committee”).

11.2 All Paid-up Members shall be obliged to observe and adhere to all and any rules, codes of conduct, codes of ethics and anti-doping policies decided upon or created under Article 11.1, the Rules of the RFU or SCRFU and any body to which the Club shall be affiliated and any breach of any of the foregoing shall render such a Paid-up Member liable to disciplinary proceedings in terms of rules decided upon or created under Article 11.1 or the Rules of the RFU or SCRFU.

11.3 The Disciplinary Committee shall at all times observe the rules of natural justice throughout the handling of any matter which is referred to it pursuant to rules decided upon or created by it and to which Paid-up Members must adhere. The Discplinary Committee after having conducted its hearing in accordance with the rules of natural justice shall be empowered to impose penalties whether by way of disqualification, removal from squads or selection or impose other sanctions or recommend suspension or expulsion as a Paid-up Member whether in replacement for or in addition to the foregoing penalties.

11.4 In its decision making the Disciplinary Committee and the Board shall take cognisance of the Bye-Laws and Regulations of the RFU and SCRFU and any other matters brought to its attention relevant to the issue.

12. General meetings of the Company

12.1 In addition to any other meetings the Company shall hold an annual general meeting. Not more than 15 months shall elapse between the date of one annual general meeting of the Company and that of the next. Provided that so long as the Company holds its first annual general meeting within 18 months of its incorporation, it need not hold it in the year of its incorporation or in the following year. The annual general meeting in each year shall be held at such time and place as the directors shall appoint.

12.2 The general meeting of the Company shall immediately follow the general meeting of the Club and the directors shall (insofar as they apply to the Company) take into account and action the decision of the Paid-up Members and the Executive Committee providing that the views and actions are, in the reasonable opinion of the directors, in the best interest of the Company.

12.3 All general meetings other than annual general meetings shall be known as extraordinary general meetings.

12.4 Any director or directors may call general meetings and, on the requisition of Members pursuant to the provisions of the Act, the directors shall forthwith proceed to convene an extraordinary general meeting for a date not later than 8 weeks after receipt of the requisition.

13. Notice of general meetings

13.1 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 director shall be called by at least 21 clear days’ notice. All other extraordinary general meetings shall be called by at least 14 clear days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(a) by all the Members entitled to attend and vote, in the case of an annual general meeting; and

(b) by a simple majority in number of the Members entitled to attend and vote, in the case of any other meeting.

13.2 The notice of any general meeting shall specify the time and place of the meeting and the nature of the business to be transacted. If the notice is in relation to an annual general meeting then the notice shall also specify it is such a meeting.

13.3 The notice shall be given to all the Members and to the directors. Proceedings at a general meeting shall not be invalidated if: (a) any person entitled to receive notice does not receive it; or (b) notice is accidentally not given to such a person.

14. Proceedings at general meetings

14.1 No business shall be transacted at any general meeting of Members unless a quorum is present. Two persons entitled to vote upon the business to be transacted, each being a Member (or a proxy for a Member) shall be a quorum at a general meeting.

14.2 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.

14.3 The Chairman, if any, of the Company or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but if neither the chairman nor such other director (if any) be present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.

14.4 If no director is willing to act as chairman, or if no director is present within 15 minutes after the time appointed for holding the meeting, the Members present and entitled to vote shall choose one of their number to be chairman of the general meeting.

14.5 The Chairman may, with the consent of a majority of those present at a quorate meeting (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place. 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 14 days or more, at least 7 clear days’ notice shall be given specifying the time and place of the adjourned meeting and the nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.

14.6 All Members shall have the right to attend and speak at general meetings of the Company and to vote on any resolution. Any director (not being a Member) shall have the right to attend and speak at general meetings of the Company.

14.7 A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

(a) by the Chairman; or

(b) by at least two Members having the right to vote at the meeting; or

(c) by a Member or Members representing not less than one-tenth of the total voting rights of all the Members having the right to vote at the meeting,

and a demand by a person as proxy for a Member shall be the same as a demand by the Member.

14.8 Unless a poll is duly demanded a declaration by the Chairman, recorded in the minutes of the meeting, that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority 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.

14.9 The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the Chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

14.10 A poll shall be taken as the Chairman directs and he may appoint scrutineers (who need not be Members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman shall be entitled to a casting vote in addition to any other vote he may have.

14.11 A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such other time and place as the chairman directs not being more than 30 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

14.12 No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least 7 clear days’ notice shall be given specifying the time and place at which the poll is to be taken.

14.13 A resolution in writing executed by or on behalf of each Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as valid and effectual as if it had been passed at a general meeting duly convened and held and may consist of several documents in the like form each signed or approved by or on behalf of one or more Members.

14.14 Any Member who is able to participate in any general meeting of the Company by way of electronic communication shall be deemed to be present in person at such general meeting and shall be entitled to speak, vote and be counted in the quorum accordingly. Such a general meeting of the Company shall be deemed to take place where the largest amount of the participating Members are assembled, or, failing that where the chairman of the meeting then is.

15. Votes of Members

15.1 At any general meeting the votes of those Members present in person or by proxy and entitled to vote and voting shall count as valid votes.

15.2 On a show of hands every Member present in person shall have one vote. On a poll every Member present in person or by proxy shall have one vote.

15.3 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 chairman whose decision shall be final and conclusive.

15.4 A form of proxy shall be in writing. A form of proxy shall be capable of being sent by electronic communication and shall be given by or on behalf of the appointor.

15.5 The form of proxy and any authority under which it is given or a copy of such authority certified notarially or in some other way approved by the directors may:

(a) be deposited at the Office or such other place within the United Kingdom as is specified in the notice convening the meeting or in any form of proxy sent out by the Company in relation to the meeting or sent by electronic communication not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the form of proxy proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the chairman or to the Secretary or to any director,

and a form of proxy which is not deposited, delivered or sent by way of electronic communication in a manner so permitted shall be invalid.

15.6 A vote given or poll demanded by proxy shall be valid notwithstanding the previous determination of the authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the form of proxy was duly deposited or sent before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

16. Secretary and Minutes

16.1 Subject to the provisions of the Act, the Secretary shall be appointed by the directors for such term, and upon such conditions as they may think fit, including as to remuneration for such office. Any Secretary so appointed may be removed by the directors from the position of the Secretary.

16.2 The Secretary shall cause minutes to be made in books kept for the purpose:

(a) of all appointments of officers made by the directors; and

(b) of all proceedings at meetings of the Company, and of the directors, and of the Executive Committee, including the names of the persons present at each such meeting.

17. Execution of documents

17.1 The Company shall not have a company seal.

17.2 The directors shall determine who shall sign any deed on behalf of the Company and unless otherwise determined it shall be signed as a deed by any two directors of the Company.

18. Notices

18.1 Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the directors need not be in writing. Any notice of any meeting (whether of the directors or of Members in general meeting) can be sent or given by way of electronic communication.

18.2 The Company may give any notice to a Member either personally or by sending it by private document exchange or by post in a prepaid envelope addressed to the Member at his registered address or by leaving it at that address or by electronic communication to a relevant electronic address or number notified by the Member to the Company. A Member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such Member shall be entitled to receive any notice from the Company.

18.3 A Member present, either in person or by proxy, at any meeting of the Company shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.

18.4 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 24 hours after the envelope containing it was posted. In the case of a notice contained in an electronic communication, notice shall be deemed to have been served or delivered on the day after the day when it was sent.

18.5 In this Article 18, the term “address” in relation to electronic communications includes any number of addresses used for the purposes of such communications.

19. Winding up

On the winding-up or dissolution of the Company the provisions of clause 8 of the Memorandum of Association shall have effect as if repeated in this Article 19.

20. Indemnity

Subject to the provisions of the Act, every director, employee and the Secretary, or directors, company secretary or employees of any associated company of the Company, shall be entitled to be indemnified by the Company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as a director, company secretary or employee of the Company or of any associated company of the Company and in which judgment is given in his favour (or the proceedings otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted by the Court and the Board may (on behalf of the Company) enter into such arrangements as it deems necessary or desirable in connection with any such indemnity provided that in the case of a director of the Company or any associated company of the Company such indemnity is a qualifying third party indemnity provision as defined in Section 309B Companies Act 1985.

21. Liability Insurance

Without prejudice to the provisions of Article 20, the Board shall have the power to purchase and maintain at the Company’s expense, insurance for or for the benefit of any persons who are or were at any time directors, Secretary or employees of the Company, or directors, company secretary or employees of any associated company of the Company, including (without prejudice to the generality of the foregoing) insurance against any liability incurred by such persons in respect of any act or omission in the actual or purported execution and/or discharge of their duties and/or in the exercise or purported exercise of their powers and/or otherwise in relation to their duties, powers or offices in relation to the Company or any such associated company. For the purposes of Article 20 and this Article 21, the term “associated company” shall have the meaning given in Section 309A(6) Companies Act 1985.

Name and Address of Subscribers
Peter Thomas Stafford
23 Allen House Park

Woking

Surrey

GU22 0DB (Signed)

Martin Richard Saunders

Hindhead View

The Avenue

Grayshott

Hindhead

Surrey

GU26 6LA (Signed)

Matthew Bowcock

Hazlehurst

Bunch Lane

Haslemere

Surrey

GU27 1AJ (Signed)

Dated this 22nd day of August 2005

Witness to the above Signatures:

(Signed)

Address: HALES FIELD

HASLEMERE ANDREW McQUILLAN

SURREY

GU27 2JU

Occupation: COMPANY DIRECTOR

HASLEMERE COMMUNITY RUGBY CLUB

CONSTITUTION

Constitution

1. Haslemere Community Rugby Club Ltd (the “Company”) is a not-for-profit Company limited by guarantee with registered number 5553736. The Company will exist to organise and administer the business of a club to be known as Haslemere Community Rugby Club (the “Club”). The object of the Club will be to organise and encourage the playing of all forms of rugby in and around Haslemere for the benefit of all members of the community (the “Community”).

2. The Company will be managed by a board of directors (the “Board”). The paid-up vice-presidents, playing and social members and any life members (the “Paid-up Members”) shall have the power to appoint a maximum of ten directors to sit on the Board and shall also have the power to dismiss them in either case at an annual general meeting of the Club (see paragraph 17). The Board will delegate all its powers of administration and management to the Executive Committee (as defined in paragraph 9). The Company and the Board will adhere to the Memorandum and Articles of Association as well as the Constitution.

3. The Club’s headquarters and the Company’s registered address shall be:

Bark Hart

Tilford Road

Beacon Hill

Hindhead

Surrey GU26 6HE

(the address of the Company Secretary)

4. The Club will be affiliated to all appropriate associations wherever possible, including amongst others as appropriate:

· the Rugby Football Union,

· the Surrey County Rugby Football Union, and

· the London Society of Rugby Football Union Referees.

The Club, its members and officers shall be expected to comply with and actively promote the rules, regulations and ethos of those bodies as appropriate to them.

5. The Club is committed to equality across all aspects of its development and activities. In particular, the Club is committed to fairness in sport, equality of access, recognising inequalities and taking steps to address them to ensure that the playing and enjoyment of rugby is equally open and accessible to everyone in the Community.

6. The Club will initially cater for male playing members over the age of 18, and including senior playing members over the age of 45; male playing members from 13 years upwards; and both boys and girls between the ages of 6 and 12 years. The Club also aspires to cater for playing female members from age 13 upwards.

7. Membership of the Club will be open to all members of the Community. The Club respects the rights, dignity and worth of every person and will treat everyone equally within the context of their sport, regardless of age, race, religious belief, ability, gender, ethnicity, sexuality or socio/economic status. The Club is committed to everyone having the right to enjoy their rugby, whether playing, spectating, organising or socialising in an environment free from the threat of intimidation, harassment or abuse. All members have an obligation to oppose discriminatory behaviour and promote equality of opportunity. The Club will deal seriously with any incidence of discriminatory behaviour.

Objects

8. The objects of the Club (“Objects”) shall be:

· to organise and encourage the playing of all forms of rugby, including “Senior”, “Mini”, “Tag”, “Sevens”, “Tens”, “Wheelchair”, plus any other forms which may be authorised by the appropriate national sporting bodies, in Haslemere and its environs, together with the enjoyment of social activities incidental to such playing;

· to stimulate and develop by any practicable means, including coaching and refereeing, interest in such playing and facilities by both young and older people;

· to raise the standard of playing skill of all members;

· to encourage members to have a lifelong interest in the game;

· to raise funds and invite and receive contributions from any persons or organisations whatsoever by way of subscription, donation or otherwise provided that the Club shall not undertake any permanent trading activities in raising funds for this purpose; and

· to contribute to the development of a congenial social environment at Woolmer Hill.

Executive Committee and Officers

9. The general affairs of the Club will be managed by a committee (the “Executive Committee”). The Paid-up Members will appoint the Executive Committee at the annual general meeting of the Club (“AGM”). The Executive Committee shall comprise the President and Chairman of the Senior Club, the Chairman of the Junior Club, the Finance Director and the Company Secretary, and such other representatives as shall be appointed by the Paid Up Members from time to time.. The Executive Committee undertake to act at all times in accordance with the best interests of the Club and will report to the Board.

10. The Executive Committee will have power to appoint such sub-committees as may be necessary to deal with affairs of the Club and more particularly to deal with the operations and affairs of the various sections of the Club (an “Executive Sub-Committee”), with such powers as the Executive Committee may determine. Co-option of members to sub-committees will be a matter for that Executive Sub-Committee.

11. Decisions of the Executive Committee, and any sub-committees appointed, may be subject to ratification by the Board. All members of the Executive Committee will be given due notice of committee meetings to be held on a regular basis. The quorum shall comprise one third of the Executive Committee.

Membership

12. The Club will be a members club. Membership of the Club shall be approved by the Executiv

Haslemere Community Rugby Club

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