COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF
THE SCOTTISH BADMINTON UNION
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1. The Company's name shall be The Scottish Badminton Union (hereinafter called "the Union").
2. The registered office of the company shall be situated in Scotland.
3. The objectives of the Union shall be:-
(a) to acquire the property assets and undertaking of the unincorporated Association known as The Scottish Badminton Union and with a view thereto to enter into any Agreement or Agreements for that purpose;
(b) to act as the governing body for the sport and recreation of Badminton in all its forms (hereinafter called "the Sport") in Scotland;
(c) to promote, encourage and further the growth and development of the Sport in Scotland;
(d) to contribute to national and international goodwill, friendship and understanding in co-operation with the International Badminton Federation, its member bodies and other bodies having similar aims;
(e) to be affiliated to the International Badminton Federation whose current Laws shall be the Laws of the Sport and to be affiliated to the European Badminton Union;
(f) to promote and organise or assist in promoting and organising, and to sanction international matches, national championships and tournaments, exhibitions and other events as may be deemed appropriate or desirable;
(g) to select, train and administer competitors to represent Scotland;
(h) to be a member of and co-operate with all such bodies, organisations and associations in Scotland or elsewhere and otherwise as may be determined by the Board;
(i) to arrange and provide for or join in arranging and providing for the holding of courses of instruction and exposition in badminton skills and techniques, the testing of skills and techniques, the establishment and conduct of a system of qualification for persons involved in such courses and testing, the establishment of standards of proficiency, the award of certificates or badges of attainment;
(j) to make and enforce Byelaws, Rules and Regulations and to formulate and issue guidelines concerning all forms and aspects of the sport, the conduct and management of any of the badminton events referred to above; to encourage codes of conduct and ethics for players and coaches and to make appropriate regulations to ensure that the carrying through of such Codes of Conduct and Ethics, disciplinary procedures and the anti-doping programme and Rules and Regulations of the Union are properly observed; and to promote the observance of the said codes, procedures, programmes, Byelaws, rules and regulations by its members and others;
(k) to protect the interests of badminton players, and to work for improved facilities for the Sport in Scotland;
(l) to promote, assist and support any administrative or legislative measure or any proposal which in the opinion of the Board may be calculated to enhance the Sport or to improve facilities; to oppose by such action as may be deemed appropriate, measures, proposals or acts which in the opinion of the Board are likely to injure or destroy the interests of the Sport or diminish access to facilities. For the avoidance of doubt, the Union will not be subject to any commercial influence;
(m) to create and promote by publicity and education an informed and interested public opinion on the value and importance of the sport in its various forms; to provide meetings, publications, exhibitions, lectures and addresses, displays of pictures, films, models or by any other means, the collection and dissemination of knowledge about the Sport in Scotland or elsewhere;
(n) to provide and supply information and advice to members concerning the Sport by means of books, periodicals, magazines, journals, leaflets, advertisements or any other appropriate methods;
(o) to arrange with any person or undertaking or organisation for the provision of services for members of the Union including without prejudice to the foregoing generality, in respect of insurances, travel facilities or the purchase or supply of goods, equipment or appliances;
(p) to act as trustees, secretaries, managers and registrars and to provide services of any sort whatsoever for any Association, Society, Club, Committee, body or person interested in or associated with the Sport.
4. The Union shall have without prejudice to the generality of the foregoing, power to do all such lawful things as will further the foregoing objectives and in particular:-
(a) to obtain, collect and receive money and funds by way of contributions, subscriptions, fees, donations, legacies, awards, grants, covenants or by organising functions or events or by any other lawful method and to accept and receive gifts of property of any description (whether subject to any special trust or not);
(b) to decide all doubtful and disputed points arising within Scotland in connection with the Sport;
(c) to make, vary, alter, maintain and enforce rules and regulations for the control and governance of the Sport in Scotland and carry through and impose the codes of conduct, codes of ethics, disciplinary procedures and the anti-doping programme and Byelaws, rules and regulations of the Union or as may be set out or referred to in the Laws and Rules of the International Badminton Federation from time to time in force;
(d) to promote the teaching of the Sport and to encourage those recognised as coaches, teachers, referees, umpires and volunteers;
(e) to co-operate with education authorities, universities, schools and generally the tertiary Secondary and Primary education system in the promotion of the Sport and of appropriate courses for players, coaches, teachers, referees, umpires and officials;
(f) 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 Sport;
(g) to institute, establish, contribute towards and administer scholarships, bursaries, grants, awards and other benefactions;
(h) to promote and encourage research and to collect and publish and procure the publication of the useful results thereof;
(i) to lay out, manage, equip and maintain facilities or accommodation (whether vested in the Union or not) to be used for the coaching, teaching or for competitive or recreational use for the Sport;
(j) 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;
(k) to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licenses, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Union;
(l) 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, licenses, 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 licenses or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Union may acquire or propose to acquire;
(m) to invest and deal with the moneys of the Union not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made;
(n) to lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Union), to enter into guarantees, contracts of indemnity and surety-ships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner 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);
(o) 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 Union's property or assets (whether present or future), and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Union of any obligation or liability it may undertake or which may become binding on it;
(p) 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;
(q) to apply for, promote, and obtain any Act of Parliament, order or licence of the Department of Trade and Industry or other authority for enabling the Union to carry any of its objects into effect, or for effecting any modification of the Union's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Union's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Union's interests;
(r) to enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Union's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges, and concessions;
(s) 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;
(t) to control, manage, finance, subsidise, co‑ordinate or otherwise assist any company or companies in which the Union 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;
(u) 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 Union, or of undertaking any business or operations which may appear likely to assist or benefit the Union or to enhance the value of any property or business of the Union, 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;
(v) to sell or otherwise dispose of the whole or any part of the business or property of the Union, either together or in portions, for such consideration as the Union may think fit, and in particular for shares, debentures, or securities of any company purchasing the same;
(w) 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;
(x) to remunerate any person, firm or company rendering services to the Union 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 Directors of, or who are or have been employed by, or who are serving or have served the Union, or any company which is a subsidiary of the Union or the holding company of the Union or a fellow subsidiary of the Union or the predecessors in business of the Union or of any such subsidiary, holding or fellow subsidiary 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; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Union or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained;
(y) to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Union, or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Union;
(z) to undertake and execute charitable trusts, or 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 Union or its Directors or employees, or may be connected with any town or place where the Union carries on business;
(aa) 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.
(bb) to do all such other things as may be deemed incidental or conducive to the attainment of the Union's objects or any of them.
AND so that:‑
(1) None of the objects set forth in any sub‑clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or 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 this Clause, or by reference to or inference from the name of the Union.
(2) None of the sub‑clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub‑clause, and the Union shall have as full a power to exercise each and every one of the objects specified in each sub‑clause of this Clause as though each such sub‑clause contained the objects of a separate Union.
(3) The word "company" in this Clause, except where used in reference to the Union, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
(4) In this Clause the expression "the Act" means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re‑enactment of that provision for the time being in force.
5. The income and the property of the Union shall be applied solely towards the promotion of the objectives set forth in this Memorandum. No portion of the income or property of the Union shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any member of the Union.
Provided that nothing herein shall prevent any payment in good faith by the Union;
(i) of reasonable and proper remuneration to any member, officer or servant of the Union (including even such as are members of its Board) for any services rendered to the Union and of travelling and of travelling and out-of-pocket expenses necessarily incurred in carrying out the duties of any member of the Board, officer or servant of the Union. For the avoidance of doubt, the Union sill be a non-profit making body;
(ii) of interest on money lent by a member of the Union or of its Board at a rate per annum not exceeding 2% less than Bank of England base rate or 6% whichever is the greater;
(iii) to a company of which the member of the Union or of its Board may be a member holding not more than 100th part of the capital of such Company;
(iv) of a reasonable and proper rent for premises let by any member of the Union to the Union.
6. The liability of the Members is limited.
7. Every Member of the Union undertakes to contribute such amount as may be required (not exceeding £1) to the Union's assets if it should be wound up while a Member or within one year after ceasing to be a Member for payment of the Union's debts and liabilities contracted before ceasing to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
8. If upon the winding up or dissolution of the Union there remains after the satisfaction of all its debts and liabilities any property whatsoever it shall not be paid to or distributed among the members of the Union but given or transferred to some other body having objectives similar to the objectives of the Union or to a philanthropic or charitable body, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Union under or by virtue of Clause 5 hereof such body or bodies to be determined by the Members of the Union at or before the time of dissolution.
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
THE SCOTTISH BADMINTON UNION
1. Subject to the Articles hereinafter contained and the modifications hereinafter expressed the regulations contained in the Companies (Tables A – F) Regulations 1985 as amended by the Companies (Tables A – F) (Amendment) Regulations 1985 shall constitute the Articles of Association of the Company. Said regulations are hereinafter referred to as "Table A".
2. Regulations 2 – 35 inclusive, 54, 55, 57, 59, 102 – 108 inclusive, 110, 114, 116 and 117 of Table A shall not apply to the Association
3. In Regulation 1 of Table A the definition of "the holder" shall be omitted. Unless the context otherwise requires the singular shall include the plural the masculine shall include the feminine and bodies corporate and unincorporated. Subject as aforesaid any words or expressions defined in the Companies Act shall if not inconsistent with the subject or context bear the same meaning in these Articles.
4. The subscribers to the Memorandum of Association (who shall become individual Members in manner following) and such other Clubs, bodies or persons as shall be admitted to Membership in the manner hereinafter stated shall be the Members of the Union.
4.1 The classes of Membership shall be as follows:-
(i) Club Membership – membership of the Union shall be open to all properly constituted badminton Clubs having their headquarters in Scotland, and such other Clubs, who on application as aftermentioned and submission of a copy of their constitution to the Board in addition to payment of the appropriate subscription may be accepted into this class of membership with the rights and privileges hereinafter set out;
(ii) Individual Membership - the Board may admit to Membership Individual Members on such terms and conditions as the Board shall from time to time determine
(iii) Honorary Membership – the Board may elect such persons as it thinks fit to be honorary members with such rights and privileges as shall be decided from time to time. Presidents of the Union on demitting such office shall automatically become Honorary Members of the Union. An Honorary Member may continue as or be elected or appointed as a director or Group director or committee member with all the rights and powers pertaining to such positions;
(iv) Associate Membership – the Board may admit bodies who would not otherwise be able to derive the benefits of membership to Associate Membership on such terms and conditions as the Board shall from time to time determine.
(v) Schools – Membership of the Union shall be open to all Primary and Secondary Schools who may on application and on payment of the appropriate subscription be accepted into this class of membership with the rights and privileges hereinafter set out.
4.2 Admission to Membership
All applicants for Membership including application for schools membership shall be required to complete the Application for Membership form provided by the Board of the Union which shall, where appropriate, be signed by the person responsible for the guarantee as defined in the Memorandum of Association; further in signing the Membership form the Member agrees whether the form is signed individually or on behalf of a Club or Associate Member that the Member signing and all the Members of the Club or Associate Member as aforesaid, shall be deemed to be and be in fact bound by the Byelaws, Rules and Regulations of the Union and in particular the disciplinary rules of the Union hereof as well as the Codes of Conduct, Codes of Ethics and Doping Control Programme and Sanctions. Further the said Member agrees to accept the policies, rules and conditions in relation to admission to Membership and the payment of fees and subscriptions and generally the whole terms of these Articles and any Byelaws, Rules or Regulations made in consequence of the powers granted herein;
(a) the policy rules and conditions for admission to Membership and the payment of fees and subscriptions for Membership shall be fixed by the Annual General Meeting as hereinafter narrated;
(b) new applications for Membership must be accompanied by the appropriate subscription. All applications for any new Membership must be submitted to the Board on the application for membership form accompanied by such relevant information in support of such application as may be deemed necessary by the Board;
(c) in all cases, the decision of the Board on applications for Membership, renewal of Membership and decisions on whether or not they should be accepted, shall be the sole responsibility of the Board and in the event that any application is refused, the Board shall not be under obligation to assign any reason for such refusal;
4.3 Rights and Privileges of Members
(a) Individual members shall have no right to vote. Otherwise they shall have the full rights and liabilities of ordinary membership of the Union;
(b) Associate members shall have no right to vote at any meeting of the Union and shall have only such rights and liabilities as may be determined by the Board from time to time.
4.4 Duties of Members
(a) In addition to their other obligations in regard to the payment of fees and subscriptions and the observance of the Byelaws, Rules, Regulations, disciplinary rules and procedures, Doping Control Programmes, Codes of Conduct and Codes of Ethics set out elsewhere in this Memorandum and Articles each Club shall on a new Club secretary being appointed to office report immediately their name and address to the secretary of the Union and to the Convenor of the Group in which Club is situated. Until such change has been intimated all intimations sent to the former Club secretary shall be valid and binding on the Club.
(b) Subscriptions shall be due and payable on or before a date to be fixed by the Board in each season. Any member whose subscription is unpaid by one month or if later than one month after joining, shall, on the expiry of fifteen days from the date of a second notice for payment being sent by the Company Secretary, cease to be a member of the Union until such subscription plus a penalty for late payment is paid. The amount of the penalty for late payment shall be as determined by the Board.
4.5 Retiral or Resignation of Membership
Notice of retiral or resignation from Membership of the Union or from any of its Committees, or Sub-Committees is to be intimated in writing to the Company Secretary. Membership fees for the full year in which the Member retires or resigns will be payable;
BOARD OF DIRECTORS
5.1 The Subscribers to the Memorandum of the Association who shall be the Office Bearers of the Union at the time of Incorporation shall be the first Directors of the Union but shall all be required to resign as such and all being eligible stand for election as Directors at the first Annual General Meeting after Incorporation.
5.2 The Board of Directors shall consist of the Chairperson, President, Vice President(s) (not to exceed two in number), a Finance Director and the Company Secretary (hereinafter together the "Office Bearers"), the immediate past President of the Union and the Directors (hereinafter referred to as "the Group Directors") elected by each Group, three Directors nominated by the Scottish Schools Badminton Union, a Representative of the BADMINTONscotland Court Officials, the Chairs of the Finance, Events, Coaching, Development, Performance and Halls Committees and any Director or Directors (not to exceed four in number) co-opted under Regulation 79 of Table A together with the Chief Executive of the Union who shall for the avoidance of doubt have a vote as a Director. In the event of a Group Director not being able to attend a meeting of the Board the Group represented shall be entitled to appoint a substitute who is not a member of the Board provided notice in writing is given to the Company Secretary before the meeting. Except for the position set out in the preceding sentence, alternate directors shall not be permitted, and Regulations 65 to 69 inclusive of Table A shall not apply.
Each Group shall be entitled if consisting (i) of not more than 25 Clubs to nominate one Group Director who shall be the Convenor; (ii) of more than 25 Clubs but not more than 50 Clubs to nominate two Group Directors one of whom shall be the Convenor; (iii) of more than 50 Clubs to nominate three Group Directors one of whom shall be the Convenor.
The Board shall, at every fourth Annual General Meeting, elect a Chairperson who shall hold office for a period of one term but shall be eligible for re-election for a maximum of one further term, the definition of term being the interval of time between the AGM to which he/she was elected and the conclusion of the 4th subsequent AGM.
The Board shall, at every second Annual General Meeting, elect as Office Bearers a President, who shall hold office for a period of one term but may not hold office continuously for more than one term; up to two Vice-Presidents, a Finance Director and a Company Secretary each of whom shall hold office for a period of one term and shall be eligible for re-election thereafter; the definition of term being the interval of time between the Annual General Meeting at which such Office Bearers are elected and the conclusion of the second subsequent Annual General Meeting. All of the other Directors shall hold office for one half of one term which in the case of Group Directors shall run from the date of the Group Annual General Meeting and shall be eligible for re-election thereafter.
5.3 On being elected to the office of Chairperson, President, Finance Director or Company Secretary, a Group Convenor or Group Director shall demit that Group office before the next normal meeting of the Board. The Group concerned failing which its Committee shall be required to elect a new Convenor or Group Director within that limit of time. On being elected to the office of Vice-President of the Union a Group Convenor or Group Director shall demit that Group office within one year and the Group concerned failing which its Committee shall be required to elect a new Convenor or Group Director within that limit of time unless the Board shall otherwise so direct.
5.4 In addition to the power of delegation contained in Regulation 72 of Table A the Board shall have power to appoint persons who are not Directors to serve on Committees or Sub-Committees. Regulations 73 to 78 (inclusive) and Regulation 80 of Table A shall not apply to the Union.
5.5 Directors expenses
The words "of any class of shares or" shall be omitted from Regulation 83 of Table A.
PROCEEDINGS OF DIRECTORS
6.1 The office of a Director shall be vacated if he becomes incapable by reason of illness or injury of managing and administering his property and affairs and Clause 81 in Table A shall be modified accordingly. The last sentence of Regulation 88 of Table A shall not apply to the Company.
6.2 In paragraph (c) of Regulation 94 of Table A the words "shares, debentures or other securities" shall be deleted in both places where they occur.
6.3 The quorum for the transaction of business of the Directors shall be ten. Regulation 89 of Table A shall not apply to the Company.
6.4 The Chairperson whom failing the President, whom failing a Vice-President shall be Chairperson of the Board and shall preside at every meeting of the Directors at which he/she is present. If neither the Chairperson, President nor a Vice President is present and willing to preside within five minutes after the time appointed for the meeting, the Directors present may appoint one of their number to be Chairperson of the meeting. Regulation 91 of Table A shall not apply to the Company. The Chairperson shall have a casting as well as a deliberative vote.
6.5 In Regulation 93 of Table A the words from "but a resolution signed by an alternate Director...." to the end of the Regulation shall not apply to the Company.
6.6 A Director may, in exceptional circumstances, participate in a meeting of the Board by means of conference telephone or other similar communications equipment whereby all the members of the Board participating in the meeting can hear each other and the members of the Board participating in a meeting in this manner shall be deemed to be present in person at such meeting for the purpose of Article 6.3 herein.
POWERS OF BOARD OF DIRECTORS
7.1 Subject to the provisions of the Act, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Union shall be managed by the Board of Directors (herein otherwise referred to as "the Board") who may exercise all the powers of the Union. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Board which would have been valid if that alteration had not been made or that direction had not been given.
7.2 In particular and without prejudice to the foregoing generality, the Board will be responsible for deciding on matters of strategy and policy and in addition the determination of conditions for admission to membership, constitution of such committees and sub-committees as may be required and the appropriate remits for such committees and sub-committees as also and in particular making arrangements for the application and enforcement of the discipline clause 17 herein.
8.1 The Annual General Meeting of the Board shall be held each year between 1 May and 15 June at such time and place as the Board shall determine. The Agenda shall be prepared by the Board and issued as part of the notice of the meeting at least fourteen days prior to the due date.
8.2 Another General Meeting of the Board (known as the "Half Yearly Meeting") will be held each year between 1 October and 30 November at such time and place as the Board shall determine. The Agenda shall be prepared by the Board and issued as part of the notice of the meeting at least 14 days prior to the due date.
8.3 Notice of the Annual General Meeting to include the date, time and place of the meeting and the Agenda shall be sent to all Directors including those nominated at the Group Annual General Meetings. At least fourteen days notice of all General Meetings will be given by the Company Secretary. In no circumstances shall a Director have more than one vote, save that the Chairperson shall have a casting vote.
8.4 No business shall be transacted at any General Meeting unless there are 10 Directors entitled to vote present. If after thirty minutes there is still no quorum present, then the Company Secretary will be instructed to call another Annual General Meeting within Fifty Six days. The business of such an Annual General Meeting will proceed whether or not a quorum is present.
8.5 The business of the Annual General Meeting shall include the receiving of the report of the Board, the approval of the Accounts, the announcement of the appointment of the Directors elected by the Groups, the election of those Office Bearers whose term of office has been completed and the Reporting accountant as required by statute for the ensuing year as well as the fixing of the rates of the various subscriptions and fees payable to the Union in the ensuing year and such other appointments and matters as the Board shall deem necessary. The approval of the Accounts may be included in the business of the Half Yearly Meeting.
8.6 All appointments at the Annual General Meeting will become effective at the conclusion of business at the Annual General Meeting.
SPECIAL GENERAL MEETING
9.1 The Company Secretary shall call a Special General Meeting at the request of either the Directors or upon receipt of a request in writing signed by Six Directors representing at least two Groups stating the purpose for which the meeting is to be called and the resolution or resolutions which will be moved by the requisitionists of the meeting. The Special General Meeting shall be held within Fifty Six days of the request being received by the General Secretary and notice shall be sent out to all members entitled to attend and vote at least Ten days prior to the date of the meeting. No other business shall be conducted at such a meeting except that of which notice has been given. If within Thirty minutes of the time of which notice has been given a quorum is not present, the meeting will be abandoned.
10.1 The words "of the holders of any class of shares in the Company" shall be omitted from Regulation 100 of Table A.
10.2 Each of the Board Committees or Sub-Committees of the Board shall be responsible for ensuring that copies of the minutes of their meetings are timeously sent to the Chief Executive or other nominated person for distribution as appropriate.
11.1 The Union shall not be obliged to have a Common Seal.
12.1 The accounting reference date of the Union shall be 31st March in each year but subject to the approval of the Union in General Meeting and to the provisions of the Act, the Board may alter the accounting reference date and make the necessary consequential amendments to the Articles of Association with respect to the date of payment of the annual fees, subscriptions and contributions.
13. The Clubs in membership of the Union shall be divided into ten Groups consisting of:-
13.1 The Borders Group, comprising Clubs in the areas of Scotland served by the Scottish Borders Council.
13.2 The Dumfries and Galloway Group, comprising Clubs in the areas of Scotland served by Dumfries and Galloway Council.
13.3 The Highland Group, comprising Clubs in the areas of Scotland served by the Highlands, Moray, Orkney Islands, Shetland Island and Western Isles Councils.
13.4 The Lothian Group, comprising Clubs in the areas of Scotland served by East Lothian, the City of Edinburgh, Midlothian and West Lothian Councils.
13.5 The Midland Group, comprising Clubs in the areas of Scotland served by Angus, City of Dundee, Perth and Kinross, Clackmannanshire, Falkirk, Stirling and Fife Councils.
13.6 The North East Group, comprising Clubs in the areas of Scotland served by Aberdeen City and Aberdeenshire Councils.
13.7 The Lanarkshire Group, comprising Clubs in the areas of Scotland served by North Lanarkshire and South Lanarkshire Councils, but excluding Cumbernauld and Kilsyth.
13.8 The Glasgow and North Strathclyde Group, comprising Clubs in the areas of Scotland served by West Dunbartonshire, East Dunbartonshire, Glasgow City and Argyle and Bute Councils excluding the former electoral division of Dunoon, East Cowal and Bute, but including Cumbernauld and Kilsyth.
13.9 The West of Scotland Group, comprising Clubs in the areas of Scotland served by East Renfrewshire, Renfrewshire, Inverclyde, North Ayrshire, East Ayrshire and South Ayrshire Councils and the former electoral division of Dunoon, East Cowal and Bute.
13.10 In addition to the foregoing Groups, there will be a group known as "Scottish Schools Group" to consist of all primary and secondary schools in Scotland.
13.11 It shall however be open to any Club on special cause shown to apply to the Board to be included in one of the other Groups in place of that within which it is situated and such application shall be dealt with and finally determined by the Board.
14.1 The affairs of each Group shall be managed by a Group Committee with powers to appoint appropriate sub-committees. The Group shall consist of (a) a Convenor who shall also be the or one of the Group Directors on the Board (b) the Group Directors or Director, and (c) not less than five and not more than twelve other members. From the elected Committee there shall be appointed a Coaching Convenor and such other appropriate officers as may be necessary. Each Group shall hold an annual general meeting at the end of each playing season and not later than the 25th day of April in each year for the purpose of electing its officials and committee members. The Group shall hold such other meetings as the Group Committee shall from time to time determine. Not less than fourteen days notice of the Group annual general meeting and all other Group meetings shall be given to all Clubs in that Group and to all members of Group Committees. This clause will not apply to the Scottish Schools Group.
14.2 The Group Convenor shall act as Chairperson at all meetings of the Group whom failing the meeting shall elect a Chairperson from any remaining Group Director, whom failing from amongst the Club Directors present. The Chairperson shall have a casting as well as a deliberative vote. The only people entitled to vote at meetings who are not attending as Club Directors are Group Directors (including the Convenor) and the office bearers of the Group. Each Group may require all Clubs within that Group to intimate to the Secretary of the Group in writing the name or names of all Club Directors appointed to attend and represent the Club at any meeting of the Group such intimation to be made not later than 48 hours prior to the date of any Group meeting. An individual even if representing an Associate Member can only represent one Club and cast one vote. For the avoidance of doubt, Associate Members do not have a vote at Group meetings. At meetings of the Group Committee half of the total number of the Group Committee shall form a quorum. This clause will not apply to the Scottish Schools Group.
14.3 The Group Convenor shall not later than five days after the Group Annual General Meeting intimate to the Secretary of the Union the names and addressed of the Group Convenor, the Group Director or Directors and the Group Committee. In the event of no nominations being made for any Group, the Board shall have power to appoint a member or members of a Club or Clubs in that Group to act as the Group Director or Directors of the Group. The Group Director shall take office at the end of the Group Annual General Meeting and shall hold office until the end of the following Annual General Meeting of the Group. This clause will not apply to the Scottish Schools Group.
14.4 Each Club which is affiliated to the Union within the Group and whose paid up membership does not exceed 40 shall be entitled to send one Representative to and to have one vote at any meeting of the Group and each Club whose membership exceeds 40 shall be entitled to send two Representatives to and to have two votes at any meeting of the Group.
14.5 The Scottish Schools Group shall be governed by the Constitution of the Scottish Schools Badminton Union.
LEAGUES AND TOURNAMENTS
15.1 Any Group of Clubs or other Union members forming a league shall ensure that their Rules and Regulations do not conflict with the Memorandum and Articles of the Union and the Regulations governing sanctioned leagues adopted by the Union. Each such Group of Clubs or other Union members forming a league shall ensure that a copy of their Rules and Regulations, a list of participating Clubs, league entries and details of all office bearers are sent annually before 1st October to the Secretary of the Union. No affiliated Club in the Union may take part in a league competition unless all participants are members of the Union.
15.2 Any Club or the members thereof or any individual player who plays in an unsanctioned league shall cease to be eligible to play in a sanctioned league or other event under the auspices of the Union for a period of time as determined by the Union. The Board shall have power to mitigate the penalty provided by the above where they are satisfied that a breach was inadvertent or that extenuating circumstances apply.
15.3 Any Club, Group of Clubs, Schools or Union members proposing to hold a tournament (as defined in any tournament regulations adopted by the Union) must obtain the sanction of the Board for the same, which sanction may be given on such terms and conditions as the Board may consider advisable. Any necessary application for the sanction of the International Badminton Federation shall be made by the Secretary of Union.
16. Past and present representatives of Scotland in international matches shall be entitled to wear the Scottish Badminton International dress and colours as laid down by the Union from time to time.
17.1 The Scottish Badminton Union is opposed to the use of drugs in sport and is a member of and subject to the anti-doping jurisdiction of the Badminton World Federation. The Anti Doping Rules of the Scottish Badminton Union are the UK Anti Doping Rules published by the Drug Free Sport Directorate of UK Sport (or its successor) as amended from time to time a copy of which can be accessed from BADMINTONscotland's website – www.badmintonscotland.org.uk. Such rules shall take effect and be construed as the rules of the Scottish Badminton Union.
17.2 Any member whether individual, a member of an affiliated Club, or an associate member, when participating in any event or training session organised or sanctioned by the Union or by any sub-committee of the Union or when competing in Scotland in any event organised by any other body:-
(a) shall accept the conditions of entry of the event which he has entered including the conditions of any code of conduct adopted for that event;
(b) shall make themselves available for and submit to testing (urine and/or blood) pursuant to the UK Anti-Doping Rules at any time and any place (whether In-Competition or Out-of-Competition, whether in the UK or overseas). Refusing or failing without compelling justification to submit to testing after notification of testing as authorised in BADMINTONscotland's Anti-Doping Rules or under the World Anti-Doping Code shall constitute an Anti-Doping Rule Violation under Article 2 of the World Anti-Doping Code.
17.3 Any person assisting or inciting others in the contravention of the rules of the Union and, in particular these Doping Regulations, shall be considered as having committed an offence against these Rules and will be subject to disciplinary action.
17.4 The Board shall have power to prohibit any act or practice by individual members, Clubs or associate members or other organisations under its jurisdiction which in the opinion of the Board is or was detrimental to the interests of the sport and to inflict penalties for any infringement of the rules of the Union and, in particular, shall have powers to delegate to a disciplinary sub-committee the powers of the Board to deal with discipline in terms of this article and in accordance with the disciplinary rules of the Union.
17.5 All members in whatever category of membership, whether as individuals or as members of an affiliated Club or associate member, shall be bound not only to observe the rules and regulations made or published under the authority granted in these Articles but also any Codes of Conduct, Codes of Ethics, disciplinary procedures and the rules as to discipline and the anti-doping programme and rules in accordance with these Articles.
18.1 The second sentence of Regulation 112 of Table A shall be omitted.
18.2 The words "or the holders of any class of shares in the Company" shall be omitted from Regulation 113 of Table A.
19.1 Every Director or other officer of the Company shall be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 144 or Section 727 of the Act in which relief is granted to him by the Court and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or by incurred by the Company in the execution of the duties of his office or in relation thereto; but this Article shall only have effect insofar as its provisions are not avoided by Section 310 of the Act.
19.2 Clause 118 in Table A shall not apply to the Company.