The Companies Act 1985
Company limited by guarantee and not having share capital
BRITISH WEIGHT LIFTERS’ ASSOCIATION, LIMITED
ARTICLES OF ASSOCIATION
(amended by Special Resolution passed on the 7th June 2008 )
INTERPRETATION
1. In these articles except where the context otherwise requires, the following terms shall bear the following meaning:
Act Means the Companies Act 2006
Articles Means these articles
Divisional Member Means a member of the BWLA (in the case of an individual) living in the Division concerned and (in the case of a club or other organisation admitted to membership under Article 4.5) having its headquarters in the Division concerned
Home Countries Means England, Scotland, Wales and Northern Ireland
Independent Shall mean
1. not being related to the member concerned or to any member whose position might be affected as a result of any decision
2. not being a member of the club of the member concerned or of any club whose position might be affected as a result of any decision taken
3. not having taken part in the events the subject of the allegations whether as a sportsman or an official
4. not being the coach or adviser to the member or any other member whose position might be affected as a result of any decision taken
5. not being a person who by reason of the facts or circumstances a reasonable minded person might consider might show bias.
Office Holder Shall mean the person for the time being discharging any one of the following offices
The PresidentThe Life Vice Presidents
The Chairman
The Chief Executive
Or who is a member of the Executive Board or the Governing Council
Officers shall mean
The President
The Chairman
The Chief Executive
Writing Shall include any system for permanently recording words on paper (including faxes) but shall not include e-mails or any similar system.
2. Words importing the singular shall include the plural (and vice versa). Words importing a gender shall include all genders. Words importing persons shall where the context allows include corporations and unincorporated associations.
3. Subject to the provisions of paragraphs 1 and 2 of the Articles, any word or expression defined in the Act at the date of the adoption of these Articles shall, if not inconsistent with the subject or context, bear the same meaning in these Articles as it or they bear in the Act.
MEMBERS
4. The following shall be members of BWLA:
4.1. the subscribers to the Memorandum
4.2. the Office Holders
4.3. such clubs as shall be admitted to membership by the Governing Council or a Division in accordance with Article 5
4.4. such individuals who shall be admitted to membership by the Governing Council or a Division in accordance with Article 5
4.5. such body as may be admitted to membership by the Governing Council
5. Any individual or club who wishes to become a member of BWLA shall apply in writing to the Divisional Membership Registrar of the area in which an individual lives or where the club is established. If a club is established in the area of more than one division the application can be made to either division. The applicant shall provide such information in support of the application as shall reasonably be required to enable the Divisional Council to determine the matter.
6. No application for membership shall be rejected on the grounds of the applicant’s sex, sexual orientation, religion, or ethnic origin. For the avoidance of doubt, whilst the BWLA may not reject an application on the grounds of the applicant’s nationality, nothing in these Articles or the acceptance of a membership application from an applicant who is not qualified to compete for Great Britain or one of the Home Countries under the rules of the relevant international body shall qualify such person to compete for Great Britain or any of the Home Countries under the rules of the relevant international body.
7. In considering any application, the Divisional Committee may take into account all the information which they consider relevant to deciding whether the applicant is a fit and proper person or club to be admitted to membership of the BWLA . To avoid misunderstanding, in doing this the Divisional Committee may, in addition to whatever else they consider relevant, have regard to:
7.1. the standing of the applicant in respect of any other sport;
7.2. if the applicant has previously been a member of the BWLA the circumstances in which that membership came to an end and any penalties that may have been imposed on the applicant by the BWLA
7.3. if the applicant is an individual whether he has any criminal record which would make it inappropriate for him to be admitted to membership
7.4. if the applicant is a club (whether incorporated or not) or corporation that any person involved directly or indirectly in the management or ownership of the club or corporation has any criminal record which would make it inappropriate for that club or corporation to be admitted to membership
7.5. if the applicant is a club (whether incorporated or not) or corporation any aspect of the management of that club or corporation
8. If the Divisional Committee shall reject an application, the applicant may appeal to the Governing Council in writing within one month of being notified of the rejection of the application by the Divisional Committee. The Governing Council shall consider the application afresh and shall have all the powers that the Divisional Committee would have in dealing with the application.
9. Notwithstanding the preceding articles, the Executive Board may direct that an application for membership from a named individual or club or a class of people or clubs shall be referred to it for determination.
10. Members shall abide by these Articles and any bylaws or rules made for the regulation of their rights as members and/or the furtherance of the objects of the BWLA.
11. The Governing Council may divide individual and club members into classes and may attach different terms to different classes of membership. However, no member under 18 years of age shall be entitled to vote at any meeting of the BWLA.
12. The Executive Board after consulting the Governing Council may set an annual subscription for each class of individual or club membership and all members of that class of membership shall pay to the BWLA each year that subscription as a condition of membership.
13. The Executive Board shall arrange for a certificate or membership card for the period covered by the subscription to be issued to each member when that member pays his subscription. The member shall produce the original certificate or membership card whenever he is required to do so by the Executive Board or the Governing Council or the rules of the BWLA. In the event that the certificate or membership card is lost or destroyed or damaged the BWLA may issue a duplicate upon having lodged with it such indemnities as shall be required and the payment of any fee laid down for such duplicates.
14. Any member who is liable to pay a subscription to the BWLA who does not do so for whatever reason within three months of such subscription becoming due shall be deemed to have resigned from the BWLA on the date three months after such subscription became due unless the Governing Council otherwise decides.
15. Membership of the BWLA is personal to the member and cannot be assigned transferred or shared with anyone else. It terminates on the death of the member and the estate of a deceased member shall have no claim for the repayment of any subscription paid prior to the member’s death.
16. A member may resign from the BWLA at any time by written notice to that effect signed by the member and sent to the Chief Executive. The resignation takes effect from the time it is received by the Chief Executive.
17. A resignation is without prejudice to any claim that the BWLA may have against the member for matters that arose prior to the resignation. A resignation also does not affect the member’s liability to contribute in the event that the BWLA is wound up within a year of the resignation. BWLA may start or continue with the prosecution of any disciplinary proceedings against such a member notwithstanding his resignation and such member shall have the same rights and obligations in respect of those proceedings as he would have had if he had not resigned.
18. If at any time it appears to the Governing Council that the conduct of a member may not be in the interests of the Association, it may at any time resolve
18.1. to suspend or terminate the membership of any member subject to the conditions set out in Article 21; or
18.2. refer the matter to the BWLA Disciplinary Panel for hearing
19. If such a resolution as is mentioned in article 18.1 is passed, the membership shall be
19.1. suspended for such period as the resolution shall specify or
19.2. terminated
at that point or at such other date as the resolution shall specify. Such termination is without prejudice to any claim that the BWLA may have against the member for matters that arose prior to the termination.
20. If the matter is referred to the BWLA Disciplinary Panel the Disciplinary Panel shall exercise powers identical to those of the Governing Council and defined in article 18 and the decision of such panel (and any appeal from such decision as shall be provided for in the rules relating thereto) shall be binding on the Governing Council and the member.
21. The conditions which have to be met in order for the Governing Council to suspend or terminate the membership of a member in accordance with Article 18.1 are:
21.1. that at least 14 days before the Governing Council considers the proposal, notice of it has been given in writing to the member concerned . Such notice must state fairly the allegation being made against the member such that he knows the case that he has to answer and must have included with it copies of all material which exist in tangible form which the Governing Council will be asked to consider in deciding upon the proposal. The member must be told of his right to attend the meeting of the Governing Council which will be considering the proposal;
21.2. the member concerned is given the opportunity of attending the meeting of the Governing Council at which the matter is to be considered, of replying to the allegations, of calling witnesses to support his case, examining any witnesses called against him and of making submissions to the Council.
22. The Governing Council may make either generally or by reference to a particular case such reasonable regulations for the conduct of a hearing in accordance with Article 21 to secure the disposal of the matter in a manner that is proportionate and secures the just expeditious and fair disposal of the matter. Such regulations shall not deprive the member of the rights given to him by article 21.
23. Only members of the Governing Council who are Independent shall be present when a proposal is discussed to suspend or expel a member who is not a member of the Governing Council. If a proposal is made to suspend or expel a member who is a member of the Governing Council all members of the Governing Council are entitled to attend and vote.
24. Any member whose membership is suspended or terminated in accordance with Article 18 may within one month of being notified in writing of such termination and subject to complying with the rules of the Sports Dispute Resolution Panel appeal to a single arbitrator appointed in accordance with the rules of the Sports Dispute Resolution Panel. The decision of such arbitrator shall be final and binding on the BWLA and the member and shall not be subject to appeal to the Court.
MANAGEMENT
25. Subject to the provisions of the Act and these Articles, the administration direction and management of the affairs of the company shall be vested in the Executive Board who may exercise all the powers of the company.
26. Without prejudice to the general powers and duties conferred on the Executive Board by Article 25, the Executive Board may:
26.1. affiliate to or resign from such international or national associations as the Executive Board consider desirable
26.2. make repeal and amend such bye-laws or rules for the conduct of the affairs of the BWLA as seem to the Executive Board necessary or desirable and in particular shall make repeal and amend such bye-laws and rules as shall be necessary from time to time for the protection of children and vulnerable adults and to ensure the implementation of an equality policy and also such other policies as shall from time to time be required by any public authority;
26.3. carry out such functions as are delegated to it by an international association to which it is from time to time affiliated;
26.4. to administer and have possession of all of the funds of the BWLA and to apply such funds for such purposes and in such manner as they may deem necessary or desirable;
26.5. to invest the funds of the BWLA in such securities or otherwise as they think fit;
26.6. to appoint and dismiss such employees of the BWLA as they think desirable and to fix and pay such remuneration as they think fit.
27. The Executive Board shall delegate to the Governing Council such functions as from time to time it shall consider appropriate.
28. Both the Executive Board and the Governing Council can create sub-committees as they think fit. They may delegate to such sub-committee such matters as they think fit (being less that the total functions of the body delegating such matters). Every sub-committee shall be chaired by a member of the body creating it and shall report to the body creating it at each meeting of that body or at such other periods as that body shall prescribe.
29. Both the Executive Board and the Governing Council may delegate such functions as they think fit (being less than the total functions of the body delegating that function) to such person or persons as they decide. Such person shall report to the body delegating the function at each meeting of that body or more frequently if that body shall so require.
THE EXECUTIVE BOARD
30. The Executive Board shall consist of not less than four members but shall not be subject to any maximum number.
31. The members of the Executive Board shall be the directors for the purposes of the Act.
32. At each annual general meeting of BWLA at least one half of the Executive Board shall retire from office. Subject to the provisions of the Act, the members of the Executive Board to retire by rotation shall be those who have been longest in office since their last appointment or reappointment but as between people who became or were last reappointed on the same day those to retire shall (unless they otherwise agree amongst themselves) be chosen by lot. A member of the Executive Board who retired by rotation and who is otherwise eligible for election as a member of the Executive Board may stand for re-election.
33. If BWLA at the meeting at which a member of the Executive Board retired by rotation does not fill the vacancy then the retiring member of the Executive Board shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the member of the Executive Board has been put and lost.
34. No person other than a member of the Executive Board retiring by rotation shall be appointed or reappointed as a member of the Executive Board unless either:
34.1. he is recommended by the Executive Board or
34.2. not less than 28 nor more than 84 clear days before the date appointed for the meeting notice in writing signed by a member qualified to vote at the meeting has been given to the BWLA of the intention to propose that person for appointment or reappointment together with written confirmation by that person of his willingness to be appointed or reappointed.
35. The members of the Executive Board may appoint a person who is willing to be a member of the Executive Board either to fill a vacancy or as an additional member. A member of the Executive Board so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the directors who are to retire by rotation at that meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.
36. Subject as aforesaid a member of the Executive Board who retires at an annual general meeting and is not reappointed shall retain office until the end of that annual general meeting.
37. A member of the Executive Board shall vacate his membership if:
37.1. he ceases to be a director by virtue of any provisions of the Act or he becomes prohibited by law from being a director;
37.2. he becomes bankrupt or makes an arrangement or composition with his creditors;
37.3. he is or may be suffering from mental disorder and either
37.3.1. he is admitted to hospital for treatment for such disorder and the Executive Board resolves that his membership of the Board should be terminated; or
37.3.2. an order is made by a Court of competent jurisdiction (whether in the United Kingdom or elsewhere) for his detention on the grounds of his mental condition or for the appointment of someone to manage his affairs on the grounds of his mental incapacity.
37.4. he resigns his office by notice to the BWLA
37.5. he shall have been absent without the permission of the Executive Board for more than three consecutive meetings of the Executive Board and the Executive Board resolve that his office be vacated
38. The Executive Board may from time to time elect one of its members as chairman and may remove such person from office by resolution by a simple majority.
39. Subject to the provisions of the Act, the members of the Executive Board shall appoint the Secretary upon such terms (including as to remuneration) as they think fit and any Secretary so appointed may be removed by them.
THE GOVERNING COUNCIL
40. The members of the Governing Council shall be:
40.1. the President
40.2. a chairman elected annually at the annual general meeting; and
40.3. a representative of each Division; and
40.4. a representative of powerlifting who unless the office is vacant shall be the Director of Powerlifting and if the office is vacant shall be nominated by the Executive Board; and
40.5. a representative of weightlifting who unless the office is vacant shall be the Director of Weightlifting and if the office is vacant shall be nominated by the Executive Board.
41. The Chief Executive and the Life Vice Presidents shall be entitled to attend and speak at any meeting of the Governing Council but not to vote .
42. If the post of chairman of the Governing Council should become vacant the Governing Council shall appoint a person who is willing to be a member of the Governing Council to fill that vacancy.
43. The Governing Council shall maintain a permanent sub-committee (known as the English Commonwealth Committee) consisting of such people as it shall determine to manage English representation at the Commonwealth Games and/or the Commonwealth Championships and matters related thereto. The English Commonwealth Committee shall report to the Governing Council as appropriate and shall represent the sports of weightlifting and powerlifting in England on behalf of BWLA in connection with the Commonwealth Games and matters related thereto.
PAYMENTS TO MEMBERS OF EXECUTIVE BOARD AND GOVERNING COUNCIL
44. Members of the Executive Board and the Governing Council and committees of the Executive Board and the Governing Council may be paid all travelling hotel and other expenses properly incurred by them in connection with their attendance at meetings of the Executive Board or the Governing Council or committees of the Executive Board or the Governing Council or general meetings of the BWLA.
45. The members of the Executive Board and the Governing Council shall be entitled to such remuneration as the Executive Board may determine.
DIVISIONS
46. The Executive Board shall establish divisions of the BWLA to represent the whole of the United Kingdom of Great Britain and Northern Ireland and the Channel Islands and the Isle of Man and shall allocate to each division such geographical area forming part of the United Kingdom of Great Britain and Northern Ireland the Channel Islands and the Isle of Man as the Executive Boardshall from time to time determine. The Executive Board at its discretion may at any time and from time to time alter the areas so allocated.
47. The Executive Board may recognise other bodies (whether incorporated or not) as representing powerlifting and/or weightlifting in a particular areas of the United Kingdom of Great Britain and Northern Ireland or the Channel Islands or the Isle of Man and such organisation shall be entitled to exercise the rights given to divisions by articles 40.2. In considering whether to recognise such other body the Executive Board shall have regard to the memorandum and articles of association of such body or such other constitutional documents as may be relevant and shall be satisfied that such body operates in substantially the same manner as a division of the BWLA constituted under these articles.
48. In respect of each division created by the Executive Board in accordance with article 46 (but excluding those recognised under articles 47), there shall be a Divisional Council.
49. The Divisional Council shall:
49.1. further within its geographical area the objectives of the BWLA as it thinks fit and in accordance with any directions as shall be given to it from time to time by the Executive Board and/or the Governing Council; and
49.2. undertake such specific tasks as are given to it from time to time by the Executive Board and/or the Governing Council.
50. The Divisional Council can create sub-committees as it thinks fit. It may delegate to such sub-committee such matters as it thinks fit (being less that the total functions of the Divisional Council). Every sub-committee shall be chaired by a member of the Divisional Council and shall report to the Divisional Council at each meeting of the Council or at such other periods as the Council shall prescribe.
51. The Divisional Council may delegate such functions as it thinks fit (being less than the total functions of the Divisional Council) to such person or persons as it decides. Such person shall report to the Divisional Council at each meeting of that body or more frequently if the Divisional Council shall so require.
52. The Divisional Council shall consist of:
52.1. The Divisional Chairman
52.2. The Divisional Secretary
52.3. The Divisional Treasurer
52.4. the Divisional membership Registrar
52.5. Not less than two other members. These other members may have specific roles assigned to them.
53. The Divisional Council shall be elected annually at the Divisional Annual General Meeting.
54. The Divisional Council shall meet at least four times in each calendar year.
55. Extra meetings of the Divisional Council shall be held:
55.1. when decided by the Executive Board or the Governing Council; or
55.2. when required by the Divisional Chairman or the Chief Executive;
55.3. when required by one fifth of the members of the Divisional Council.
CONDUCT OF MEETINGS OF THE EXECUTIVE BOARD THE GOVERNING COUNCIL AND THE DIVISIONAL COUNCILS
56. Subject to the provisions of these Articles and any directions given by the Executive Board (or in the case of Divisional Council meetings any directions given by the Executive Board or the Governing Council) members of the Executive Board, the Governing Council and a Divisional Council may regulate their proceedings as they think fit.
57. A member of the Executive Board may, and upon the request of such a member the Secretary shall, call a meeting of the Executive Board.
58. A member of the Divisional Council may, and upon the request of such a member or of the Executive Board or the Governing Council the Divisional Secretary shall, call a meeting of the Divisional Council
59. It shall not be necessary to give notice of a meeting of the Executive Board or the Governing Council or the Divisional council (as the case may be) to any member entitled to attend such meeting who at the time is outside United Kingdom of Great Britain and Northern Ireland and the Channel Islands and the Isle of Man.
60. Notice should normally be given in writing but in cases of urgency can be given by any means. If notice has not been given in writing, the person calling the meeting must inform the meeting at the start of its business of the way notice was given and details of any member entitled to attend such meeting to whom notice has not been given.
61. Where a member has given notice of an electronic address to the BWLA, notice of a meeting of the Executive Board or the Governing Council shall for all purposes be deemed to have been given to him in writing if it is sent by electronic means to the address that has been provided.
62. A meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be shall not be considered invalid solely because of
62.1. an inadvertent failure to give notice to; or
62.2. non-receipt of notice by
a member entitled to attend and vote at such meeting.
63. A member of the Executive Board or the Governing Council or the Divisional Council as the case may be who is entitled to be present and is present at a meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be shall be deemed to have received notice of the meeting and (if relevant) the purposes for which such meeting was called.
64. At meetings of
64.1. the Executive Board each member of the Executive Board present at that meeting shall have one vote.
64.2. the Governing Council each member of the Governing Council present at that meeting shall have one vote
64.3. a Divisional Council of a division constituted in accordance with article 46 each member of that Divisional Council present at that meeting shall have one vote
65. Proxy voting is not allowed at meetings of the Executive Board, the Governing Council or Divisional Councils.
66. For the avoidance of doubt, where a person or body attends a meeting of the Executive Board, the Governing Council or Divisional Councils but is not a member of such he shall not have a vote but can speak on any matter before the meeting.
67. A resolution in writing signed by all those entitled to attend and vote at a meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be shall be as valid and effectual as if it had been passed by a meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be duly convened and held and may consist of several documents in the like form each signed by one or more members entitled to attend and vote at a meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be.
68. A meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be shall be deemed to be duly held notwithstanding that those taking part are not all present in the same place provided that all those taking part are able to take part in the discussions and are able to hear what all the other members taking part say.
69. All acts done by the Executive Board or the Governing Council or a Divisional Council shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of a member of the Executive Board or the Governing Council or the Divisional Council as the case may be or that such member was disqualified from holding office or had vacated office or was not entitled to vote, be as valid as if every such member had been duly appointed and was qualified and had continued to be a member and was entitled to vote.
70. Provided that he has disclosed to the Executive Board or the Governing Council or the Divisional Council as the case may be the nature and extent of any material interest of his, a member of the Executive Board or the Governing Council or the Divisional Council as the case may be notwithstanding his office may be a party to or otherwise interested in any transaction or arrangement with the BWLA provided that he shall not take part in any discussion in or vote upon any proposal in connection with any such transaction or arrangement and the minutes of such meeting shall record the same.
71. A member of the Executive Board or the Governing Council or the Divisional Council shall not speak or vote at a meeting of the Executive Board or the Governing Council or the Divisional Council as the case may be 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 BWLA. For the purpose of this article an interest or a duty of a person who is for any purposes of the Act connected with the member shall be treated as an interest of the member.
72. Notwithstanding the provisions of articles 68 and 69, a member of the Executive Board or the Governing Council or the Divisional Council as the case may be who is a signatory to any account on behalf of the BWLA may sign any document on behalf of the BWLA needed to perfect any transaction or arrangement as shall have been approved in accordance with those articles.
73. The quorum for meetings
73.1. of the Executive Board shall be four members present and able to vote but
73.1.1. if the number of members of the Executive Board shall fall below four, the quorum shall be two for the sole purpose of either filling the casual vacancies or convening a general meeting of the BWLA to bring the number of members of the Executive Board up to at least four;
73.1.2. if there shall be present at a meeting of the Executive Board members of the Executive Board who are unable to vote and without counting them the meeting is not quorate they shall be counted as part of the quorum
73.2. of the Governing Council shall be six members present and able to vote but if there shall be present at a meeting of the Governing Council members of the Governing Council who are unable to vote and without counting them the meeting is not quorate they shall be counted as part of the quorum
73.3. of a Divisional Council shall be four members present and able to vote but if the number of members of the Divisional Council shall fall below four, the quorum shall be two for the sole purpose of either filing the casual vacancies or convening a general meeting of the Division to bring the number of members of the Divisional Council up to at least four
74. The Executive Board may in special circumstances by resolution reduce the quorum for the Governing Council or a Divisional Council to such number as it in its absolute discretion thinks fit being not less than two. Such reduction may be for a single meeting or series of meetings or for the period no longer than to the next Annual General Meeting of the BWLA. A reduction can be withdrawn at any time by resolution of the Executive Board
75. The Executive Board and the Governing Council shall meet no less than four times each year.
GENERAL MEETINGS OF THE BWLA
76. All members of the BWLA are entitled to attend a general meeting of the BWLA.
77. Voting at general meetings shall be as follows:
77.1. On a show of hands each member present shall have one vote.
77.2. If a poll is taken:
77.2.1. Individual members aged 18 and over admitted to membership under articles 4.1, 4.2., 4.4 and 4.6 one vote each;
77.2.2. Clubs admitted to membership under article 4.3 ten votes for each 30 members registered (or part thereof)
77.2.3. Any body admitted to membership under article 4.5 such number of votes as shall have been determined by the Governing Council at the time it was admitted to membership not being more than one half of the votes that such body would have had had it been a club admitted to membership under article 4.3
Individuals under 18 do not have a vote either on a show of hands or a poll.
78. A member of the BWLA who is entitled to attend and vote at a general meeting of BWLA is entitled to appoint a proxy to attend and speak and vote at meetings of BWLA.
79. A proxy shall be in the form of the draft in Schedule 1 to these articles or so near thereto as circumstances permit and shall be signed by the member concerned and deposited at the registered office of BWLA or if the Executive Board so decides at such other address as the Executive Board shall specify not later than 48 hours before the start of the meeting or where the poll is to be taken later than 48 hours after it was demanded, 24 hours before the poll is to be taken or where a poll is to be taken less than 48 hours after it was demanded when it was demanded.
80. A club or other unincorporated association that is entitled to attend a general meeting may do so by nominating one of its members (who must personally be a member of the BWLA) to attend and exercise its rights at that meeting. The club shall provide their representative with a letter of authority signed by the Chairman of the club or some other proper officer. If two or more people claim to represent the same club at a general meeting, the chairman of the meeting shall decide which one person shall be considered as the club representative. The chairman’s decision on this matter shall be final.
81. 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 of the meeting whose decision shall be final and conclusive.
82. All general meetings other than annual general meetings shall be called extraordinary general meetings.
83. The members of the Executive Board may call general meetings.
84. On the requisition of at least thirty members the Executive Board shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If the Executive Board fails to do so any member of the Executive Board or the members requisitioning the meeting may do so.
85. An annual general meeting or an extraordinary general meeting at which a special resolution is proposed shall be called by at least twenty one clear day’s notice. All other extraordinary general meetings shall be called by at least fourteen clear days notice.
86. The notice shall specify the time and place of the meeting and the nature of the business to be transacted and in the case of the annual general meeting shall specify the meeting as such.
87. Notice shall be given to:
87.1. all members whose address is known;
87.2. the members of the Executive Board and the Governing Council;
87.3. the Divisional Secretaries
87.4. the auditors
87.5. any other body entitled to receive notice
88. The accidental omission to give notice to or the non-receipt of notice of a meeting by a person entitled to receive such notice shall not invalidate the proceedings of that meeting.
89. No business shall be transacted at a general meeting unless a quorum is present. For a general meeting the quorum shall be 20 members entitled to attend and vote. If a quorum is not present within 30 minutes of the time called for the meeting, in the case of an annual general meeting the meeting shall be adjourned to such time and place within the next 28 days as the members of the Executive Board shall determine and at that adjourned meeting the quorum shall be 2 members entitled to attend and vote and in the case of an extraordinary general meeting the meeting shall be dissolved.
90. If present the President will take the chair at a general meeting unless he declines to do so. If he is not present or is unwilling to take the chair, the chair shall be taken by such member of the Executive Board who is present and willing to take the chair as the meeting shall decide. If there is no such member, the meeting shall elect its own chairman.
91. Article 90 shall not apply if the meeting includes any resolution which seeks to call into question the action of the Chairman of the Executive Board or the Executive Board itself. In that case, the meeting shall elect its own chairman.
92. Voting at a general meeting shall be by show of hands unless a poll is directed by the chairman of the meeting or demanded by at least five members present in person or by proxy and entitled to vote. No poll shall be demanded on the election of the chairman of the meeting or on a proposal for an adjournment. The poll shall be taken in such a way as the chairman of the meeting shall direct. The demand for a poll shall not prevent the meeting from transacting any business other than that on which the poll was demanded.
93. If a poll is not directed or demanded, the declaration of the result of a show of hands by the chairman of the meeting shall be conclusive (including a declaration that the resolution has been carried or not carried by a particular majority) and an entry to that effect in the minute book once signed shall be conclusive evidence of that fact without more.
94. A demand for a poll may be withdrawn. A demand so withdrawn shall not be taken to have invalidated the result of a show of hands taken before the poll was demanded.
95. In the event of there being an equality of votes, the chairman of the meeting shall have a second or casting vote.
96. No business shall be conducted at a general meeting unless there shall be a quorum present.
97. When the date, time and place of an adjourned general meeting is declared at the meeting at the time of its adjournment, no further notice need be given to members entitled to receive notice of the general meeting. If the date time and place (or any one or more of those elements) are not declared at the meeting at the time of its adjournment, notice of the date time and place of the adjourned meeting shall be given in writing to those who are entitled to attend and vote at the general meeting.
98. No business shall be conducted at the adjourned meeting other than business that might properly have been transacted at the meeting had the adjournment not taken place.
99. The business of the Annual General Meeting of the BWLA shall be:
99.1. to receive the Annual Report;
99.2. to receive the Annual Accounts and if thought fit to approve them;
99.3. to elect members of the Executive Board;
99.4. to elect the chairman of the Governing Council;
99.5. to elect the Auditors and settle their remuneration;
99.6. to transact any other business that is included on the notice calling the meeting.
100. Notice of a general meeting of the BWLA shall be given by such of the following means as the Executive Board shall from time to time decide:
100.1. by placing notice of the meeting on the BWLA website throughout the period from the giving of the notice to the start of the meeting to which the notice relates (unless BWLA shall be prevented from maintaining such notice on its website by reason of matters outside its control);
100.2. by placing notice of the meeting in any newsletter magazine or similar publication which in the opinion of the Executive Board is likely to come to the notice of the members of BWLA;
100.3. by sending written notice by mail of the meeting to all members of the BWLA in the United Kingdom at the last known address of such member;
100.4. by sending written notice by electronic mail of the meeting to all members of the BWLA at the last known email address of such member and
100.5. such other means as shall seem to the Executive Board to be useful to inform members of the meeting.
For the avoidance of doubt the Executive Board may use one such option to the exclusion of the others or such combination of such options as they shall from time to time decide and a notice may be given partly by one means and partly by another so that (for example) a notice of the meeting may be given by letter or e-mail but member be referred the details of the business to the website. Notice shall for all purposes be deemed to be properly and sufficiently given to all members entitled to receive it when given in accordance with the provisions of this Article.
101. Notice of all general meetings of the BWLA shall be given in writing to BWLA’s auditors who shall be entitled to attend and speak (but not vote) at any general meeting.
102. A member present at any meeting of the BWLA shall be deemed to have received notice of the meeting in due time and, where requisite, of the purposes for which the meeting was called.
103. No business shall be conducted at a general meeting that is not specified in the notice calling the meeting.
104. The chairman of the meeting may with the consent of the meeting at which a quorum is present (and shall if he is so directed by the meeting) or if he considers it necessary to ensure the maintenance of order with or without the consent of the meeting adjourn the meeting from time to time and place to place but no business shall be conducted at the adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.
105. No amendment shall be allowed to any resolution to be considered at a general meeting except for an amendment to correct a grammatical or typographical error or to avoid an ambiguity unless such amendment appears on the agenda.
106. No new rule governing performance nor any alteration to any rule governing performance shall come into force until 1st January following the meeting at which it was approved unless a resolution proposing some other date is approved by not less than four-fifths of those present and voting, in which case such rule or alteration shall take effect from the date mentioned in that resolution.
DIVISIONAL GENERAL MEETINGS
107. Articles 108 to 122 apply where the division is one created by Executive Boardin accordance with article 46 but not to a division that is recognised under article 47. In the case of a division recognised under article 47 the conduct of the Division’s affairs will be regulated by its own articles or constitution.
108. All Divisional Members of the BWLA are entitled to attend a Divisional General Meeting of a Division of the BWLA.
109. Voting at Divisional General Meetings shall be as follows:
109.1. On a show of hands each member present has one vote
109.2. If a poll is taken:
109.2.1. Individual Divisional Members aged 18 and over admitted to membership under articles 4.1, 4.2., 4.4 and 4.6 one vote each;
109.2.2. Divisional Members who are Clubs admitted to membership under article 4.3 ten votes for each 30 members registered (or part thereof)
Individuals under 18 do not have a vote whether on a show of hands or a poll.
110. Proxy voting is not allowed.
111. The Divisional Council the Governing Council and the Executive Board may call Divisional General Meetings.
112. On the requisition of at least ten members the Divisional Council shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. If the Divisional Council fails to do so any member of the Divisional Council the Chief Executive or the members requisitioning the meeting may do so.
113. Notice shall be given to:
113.1. all Divisional Members whose address is known;
113.2. the Executive Board and the Governing Council;
113.3. the Chief Executive
113.4. the auditors
113.5. any other body entitled to receive notice
114. No business shall be transacted at a general meeting unless a quorum is present. For a general meeting the quorum shall be 10 members entitled to attend and vote. If a quorum is not present within 30 minutes of the time called for the meeting, in the case of an annual general meeting the meeting shall be adjourned to such time and place within the next 28 days as the Divisional Council shall determine and at that adjourned meeting the quorum shall be 2 members entitled to attend and vote and in the case of an extraordinary general meeting the meeting shall be dissolved.
115. If present the Chairman of the Divisional Council will take the chair at a general meeting unless he declines to do so. If he is not present or is unwilling to take the chair, the chair shall be taken by such other member of the Divisional Council who is present and willing to take the chair as the meeting shall decide. If there is no such member, the meeting shall elect its own chairman.
116. Article 115 shall not apply if the meeting includes any resolution which seeks to call into question the action of the Chairman of the Divisional Council or the Divisional Council itself. In that case, the meeting shall elect its own chairman.
117. The business of the Divisional Annual General Meeting shall be:
117.1. to receive the Annual Report of the Divisional Council;
117.2. to receive the Annual Accounts of the Divisional Council and if thought fit to approve them;
117.3. to elect the Divisional Council;
117.4. to transact any other business that is included on the notice calling the meeting.
118. Notice of a Divisional General Meeting shall be given:
118.1. by sending written notice of the meeting to all Divisional Members of the BWLA at the last known address of such member; or
118.2. by any other means approved by the Executive Board
Notice shall for all purposes be deemed to be properly and sufficiently given to all members entitled to receive it when given in accordance with the provisions of this Article
119. Where a member has given notice of an electronic address to the BWLA, notice shall for all purposes of Divisional General Meetings be deemed to have been given to him in writing if it sent by electronic means to the address that has been provided
120. A member whose registered address is not within the United Kingdom and who gives the BWLA 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 of Divisional General Meetings but otherwise no such member shall be entitled to receive any notice from the BWLA in relation to such meetings.
121. A Divisional Annual General Meeting shall be called by at least twenty one clear day’s notice and all other Divisional General Meetings shall be called by at least fourteen clear days notice
122. Notice of all Divisional General Meetings of the BWLA shall be given in writing to BWLA’s auditors who shall be entitled to attend and speak (but not vote) at any general meeting.
123. Members of the Executive Board and the Governing Council and the Chief Executive shall be entitled to attend and speak at Divisional General Meetings. They shall not be entitled to vote at such meetings unless they are qualified as a Divisional Member for that Division.
124. Articles 80-82, 86, 88, 92-98 and 102-105 shall apply to Divisional General Meetings.
MINUTES AND RECORDS
125. The Secretary shall cause proper minutes to be kept of the proceedings of general meetings of the BWLA (other than Divisional General Meetings) the Executive Board and the Governing Council and of any sub-committee appointed by either the the Executive Board or the Governing Council
126. The minutes of general meetings may be inspected at all reasonable times by any member of the BWLA.
127. The minutes of the Executive Board and of any sub-committee appointed by the Executive Board may be inspected at any time by members of the Executive Board. Members of a sub-committee who are not members of the Executive Board may inspect the minutes of that sub-committee and those minutes of the Executive Board that relate to the establishment and powers of that sub-committee. The Executive Board may resolve that a named person may inspect such of their minutes or the minutes of the Governing Council or a Divisional Council as shall be specified in the resolution.
128. The minutes of the Governing Council and of any sub-committee appointed by the Governing Council may be inspected at any time by members of the Executive Board or the Governing Council. Members of a sub-committee who are not members of the Executive Board or the Governing Council may inspect the minutes of that sub-committee and those minutes of the Governing Council that relate to the establishment and powers of that sub-committee. The Governing Council may resolve that a named person may inspect such of their minutes or the minutes of a Divisional Council as shall be specified in the resolution
129. No one shall have any right to inspect the minutes of the Executive Board or the Governing Council or any sub-committee established by them except as set out in articles 127 or 128.
130. The Divisional Secretary shall cause proper minutes to be kept of the proceedings of divisional general meetings, the Divisional Council and of any sub-committee appointed by the Divisional Council.
131. A copy of all minutes kept in accordance with article 130 shall be sent by the Divisional Secretary to the Chief Executive within seven days of their being approved or when the Chief Executive asks for them. The Chief Executive must also be sent copies of draft minutes if he asks for them.
132. The minutes of divisional general meetings may be inspected at all reasonable times by any Divisional Member of the BWLA and members of the the Executive Board and the Governing Council.
133. The minutes of the Divisional Council and of any sub-committee appointed by the Divisional Council may be inspected at any time by members of the Divisional Council, the Executive Board and the Governing Council. Members of a sub-committee who are not members of the Divisional Council, the Executive Board or the Governing Council may inspect the minutes of that sub-committee and those minutes of the Divisional Council that relate to the establishment and powers of that sub-committee. The Divisional Council may resolve that a named person may inspect such of their minutes as shall be specified in the resolution
134. Except as provided in articles 126,127 and 133, no one else has the right to inspect any minutes of the Divisional Council.
135. If someone is entitled to inspect a set of minutes, they shall be entitled to have copies made of those minutes at cost.
136. Except as provided by the Act or these articles, no one has the right to inspect any minutes.
137. The Secretary shall keep records to show the names and addresses of the members of the BWLA. The records shall indicate any office in the BWLA held by any member. The membership register shall be open to inspection by any member at any reasonable time free of charge.
ACCOUNTS
138. The Executive Board shall ensure that accounting records complying with section 386 of the Act are maintained.
139. Each Divisional Council shall ensure that accounting records complying with section 386 of the Act are maintained in respect of the transactions of that division.
140. Each Divisional Treasurer shall at such times and in such manner as the Executive Board or the Chief Executive shall specify supply to the Chief Executive such information relating to the activities and finances of the division as the Chief Executive shall at his absolute discretion consider necessary or desirable to enable the Executive Board to comply with the obligations imposed on it by article 138 and section 386 of the Act.
141. The accounting records shall be kept at such place as the Executive Board decide from time to time.
142. All the accounting records of the BWLA (including those maintained by the divisions) shall be open for inspection by any member of the Executive Board at any time.
143. In addition to the rights granted by article 142, all the accounting records of a division shall be open for inspection by any member of the Divisional Council at any time.
144. The Executive Board may resolve to allow any other members of the BWLA to inspect the accounting records at such time and place and subject to such conditions as the Executive Board may decide.
145. At the Annual General Meeting of the BWLA each year the Executive Board shall lay before the members a proper income and expenditure account and balance sheet made up to a date not more than seven months before the date on which the Annual General Meeting is held. These accounts shall be formulated in accordance with the statutory requirements then in force and shall comply with any relevant accounting standards. The balance sheet shall be accompanied by the report of the auditors. Copies of the income and expenditure account and the balance sheet and the auditors’ report shall be sent to all members entitled to attend the annual general meeting and to the auditors.
146. At the Annual General Meeting of each Division each year the Divisional Council shall lay before the members entitled to attend that Annual General Meeting a proper income and expenditure account and balance sheet made up to a date not more than seven months before the date on which the Annual General Meeting is held. These accounts shall be formulated in accordance with the statutory requirements then in force and shall comply with any relevant accounting standards. Copies of the income and expenditure account and the balance sheet shall be sent to the Chief Executive and to the auditors not less than 14 days before the meeting at which they are to be considered. In the notice convening the Divisional Annual General Meeting, there shall be a notice indicating where copies of the income and expenditure account and balance sheet may be obtained by any Divisional Member. Any Divisional Member who requests copies of the income and expenditure account and balance sheet shall be supplied with them promptly and at no cost to the member. It is not sufficient to make the income and expenditure account and balance sheet available on the internet. A member who is otherwise entitled to copies is entitled to copies on paper supplied by the division.
147. Once at least in every year the accounts and accounting records of the BWLA (including those maintained by a division) shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by properly qualified auditors.
148. The appointment of auditors and their duties shall be regulated in accordance with sections Part 16 of the Act.
149. Save as provided in article 144 no member other than a member of the Executive Board shall have any right of inspecting the accounting records of the BWLA except as conferred by statute or authorised by the Executive Board or an ordinary resolution passed at a general meeting of the BWLA.
150. Where someone has a right to inspect accounting records, they shall be supplied with copies of such records on request at cost. The cost can include not merely the cost of photocopies but an element for the time spent in making such copies.
WINDING UP
151. If the BWLA is wound up the liquidator shall transfer any assets remaining after satisfying all claims against the BWLA to any other body with similar aims to the BWLA. The liquidator shall obtain the approval of the members to such transfer by an ordinary resolution as well as any other sanction required by the Act. If there is no such body the liquidator shall (subject to obtaining such approval and other sanction) transfer any such assets to such other body promoting the sports of weightlifting and powerlifting as he thinks fit.
THE SEAL
152. The seal of the BWLA shall only be affixed in the presence of two members of the Governing Council who shall in addition sign the document to which the seal is attached. Anyone bona fide dealing with the BWLA shall be entitled to rely on the fact that the seal has been applied in accordance with this article as conclusive evidence that it has been properly applied.
INDEMNITY
153. Subject to the provisions of the Act, but without prejudice to any other indemnity to which a member of the Executive Board or the Governing Council or a Divisional Council or a sub-committee of any of the preceding may otherwise be entitled, every member of the Executive Board or the Governing Council or a Divisional Council or a sub-committee of any of the preceding or other officer or auditor of the BWLA shall be indemnified out of the assets of the BWLA against any liability incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the Court from liability for negligence default breach of duty or breach of trust in relation to the affairs of the BWLA.
154. Subject to the provisions of the Act, any member of the Executive Board Governing Council, a Divisional Council or any sub-committee appointed by the Executive Board Governing Council or a Divisional Council or any person acting or purporting to act under powers delegated to him by the Executive Board Governing Council, or a Divisional Council shall in the absence of bad faith on the part of the person seeking to be indemnified be indemnified by the BWLA against all sums which such person may be called upon to pay and all losses which such person shall suffer arising out of or alleged to arise out of the performance of his duties as a member of the Executive Board Governing Council, a Divisional Council or any sub-committee appointed by the Executive Board Governing Council, or a Divisional Council or in carrying out or purporting to carry out the tasks delegated to him by the Executive Board Governing Council, or a Divisional Council.
SCHEDULE TO THE ARTICLES
FORM OF PROXY
BRITISH WEIGHT LIFTERS ASSOCIATION
PROXY FORM
ANNUAL/EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [DATE] AT [TIME] AT [PLACE]
I, [name] of [address] being a member of The British Weight Lifters Association entitled to attend and vote at the annual/extraordinary general meeting of the Association to be held on the above date hereby appoint [name] of [address] whom failing the chairman of the meeting to be my proxy to attend the meeting and any adjournment thereof and speak and vote on my behalf.
My proxy is to vote in respect of the following items on the agenda as follows:
Item No FOR AGAINST ABSTAIN
If I have given no indication how my proxy is to vote in respect of any item on the agenda, he is to [vote as he thinks fit] [abstain from voting]* on such items.
* The member should delete one of these two alternatives. If neither is deleted the proxy will abstain from voting.
Signed ……………………………………
Membership number
END
