Articles of Association of Dorset County Football Association Limited
Interpretation
1. The regulations contained in Table C of the Act shall not apply to the Association but the regulations contained in the following clauses (as originally adopted or from time to time altered by Special Resolution) shall be the Articles.
2. In these Articles:
"the Act" means the Companies Act 1985 as amended by the Companies Act 1989 and as further modified by any statutory modification or re-enactment thereof for the time being in force;
"Affiliated Club" means a football club which the Council has accepted may affiliate to the Association;
"Articles" means these Articles of Association;
"Armed Forces FAs" means the branch of the Armed Forces Football Associations operating within the County;
"Association" means Dorset County Football Association;
"Chairman" means the chairman of the Association appointed in accordance with Article 68;
"clear days" in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“Coaches Association Representive” means the person elected to represent the Coaches Association
"the Council" means the Council of the Association as constituted under these Articles and any Rules made pursuant thereto;
"Council Members" means the members of Council appointed or elected pursuant to Article 33 and in accordance with Articles 33 to 52;
"County Secretary" means the County Secretary for the Association appointed in accordance with Article 69;
"Deputy Secretary" means the person appointed as deputy secretary for the Association appointed by Council from time to time;
"directors or the Board" means the directors of the Association for the purposes of the Act as appointed under these Articles from time to time;
"Dorset Schools FA" means the Dorset County of the English Schools Football Association;
"executed" includes any mode of execution;
"FA Representative" means the person appointed in accordance with Article 53 to be the Association's representative at The Football Association under the Articles of The Football Association;
"First Council Meeting" means the first meeting of the Council to be held after the Association's first annual general meeting;
"The Football Association" means The Football Association Limited of 25 Soho Square, Londom, W1D 4FA;
"General Secretary of the Divisional Youth League" means the person appointed by the Board pursuant to Article 33(xvi) in accordance with Article 48;
“Honorary Life Members” Means Life Members who have attained the age of 75
"Laws of the Game" means the laws of Association Football as settled by the Federation Internationale de Football Associations ("FIFA") from time to time;
"League Representative" means a Council Member elected pursuant to Article 33(xvii) and (xviii) and in accordance with Articles 37 to 48;
"Life Members" means the life members of the Association appointed in accordance with Article 52;
"Life Vice-Presidents" means the life vice-presidents of the Association appointed in accordance with Article 50;
"members" means those Affiliated Clubs, and individuals admitted into membership of the Association in accordance with Article 3;
"Membership Rules" means the membership rules of the Association created from time to time pursuant to Article 5;
"Mini-Soccer Co-ordinator" means the person appointed by the Board pursuant to Article 33(xv) in accordance with Article 48;
"North and East Area" means the geographical area contained within the boundaries of the administrative district councils of Poole, East Dorset, Purbeck (with the exception of the parishes of Moreton, Winfrith Newburgh and Chaldon Herring) and North Dorset together with the geographical area contained within the boundaries of the parishes of Ryme Intrinseca, Yetminster, Lillington and Holnest;
"Clubs who compete in Leagues sanctioned by Hampshire and Wiltshire means those clubs who compete in Leagues sanctioned by Hampshire and Wiltshire and who are not represented by a Council Member pursuant to Article 33(xix);
"office" means the registered office of the Association;
"Officers" means the President, Chairman, Vice-Chairman, County Secretary and Treasurer together;
"President" means the president of the Association elected in accordance with Article 49;
Public Relations Officer" means the person appointed by the Board pursuant to Article 33(xi) in accordance with Article 48;
"Recognised Leagues" means each of the Dorset Premier League, Dorset Senior League, the Dorset Reserve League, the Dorset League Division 1 and Dorset League Division 2 together, the Dorset League Divisions 3 and 4 (North and East Area), the Dorset League Divisions 3 and 4 (South and West Area), Dorset Sunday League Division 1, Dorset Sunday League Division 2, Dorset Sunday League Divisions 3 and 4, Dorset Sunday League Divisions 5 and below, Dorset Women’s League and Dorset Girls’ League, Dorset County Youth League; and together Clubs that compete at Level 6 or above of the Men’s Football pyramid the Weymouth Sunday Football League, Weymouth Friendly League, the Dorset Youth League(boys Under 11-Under 16 and the Dorset Mini Soccer League.
"Referees Appointment Secretary" means the person appointed by the Board pursuant to Article 33(ix) in accordance with Article 48;
“Referees’ Representative” Means the person elected to represent Dorset Registered Referees
"Referees Training Officer" means that person appointed by the Board pursuant to Article 33(x) in accordance with Article 48;
"Rules" means the rules, regulations, standing-orders and bye-laws of the Association as amended from time to time;
"Rules of The Football Association" means the rules of The Football Association as amended from time to time;
"secretary" means the company secretary of the Association or any other person appointed to perform the duties of the company secretary of the Association pursuant to Section 283 of the Act, including a joint, assistant or deputy secretary;
"Secretary of the Dorset County Youth League and the Dorset Women's League" means the person appointed by the Board pursuant to Article 33(xiv) in accordance with Article 48;
"Secretary of the Dorset Saturday League" means the person appointed by the Board pursuant to Article 33(xii) in accordance with Article 48;
"Secretary of the Dorset Sunday League" means the person appointed by the Board pursuant to Article 33(xiii) in accordance with Article 48;
"South and West Area" means the geographical area comprised within the boundaries of the administrative district council of Weymouth and Portland, West Dorset (excluding Ryme Intrinseca, Yetminster, Lillington and Holnest) together with the area contained within the boundaries of the parishes of Moreton, Winfrith Newburgh and Chaldon Herring;
Clubs who compete in Leagues sanctioned by Devon and Somerset means those clubs competing in Devon or Somerset Sanctioned Leagues and who are not represented by a Council Member pursuant to Article 33 (xix);
"Treasurer" means the person appointed as the Treasurer pursuant to Article 69;
"United Kingdom" means Great Britain and Northern Ireland;
"Vice-Chairman" means the Vice-Chairman of the Association appointed in accordance with Article 68;
"Vice-Presidents" means the Vice-Presidents of the Association appointed in accordance with Article 51.
Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding on the Association.
References to writing include references to any visible substitute for writing and to anything partly in one form and partly in another form.
Words denoting the singular number include the plural number and vice versa; words denoting the masculine gender include the feminine gender; and words denoting persons include bodies corporate (however incorporated) and unincorporated, including unincorporated associations of persons and partnerships.
Headings are inserted for convenience only and do not affect the construction of these Articles.
MEMBERS OF THE ASSOCIATION
3. The subscribers to the Memorandum of Association of the Association, the members as at the date of incorporation of the unincorporated association known as Dorset County Football Association and such other persons as are admitted to membership by the Council in accordance with the Articles shall be the members of the Association. Every person who wishes to become a member shall deliver to the Association an application for membership in such form as the Council requires executed by him. The provisions of section 352 of the Act shall be observed by the Association and every member shall either sign a written consent to become a member or sign the register of members on becoming a member. For the purposes of registration the number of members is declared to be unlimited. Every corporation and unincorporated association which is admitted to membership may exercise such powers as are prescribed by section 375 of the Act. Council Members shall be members but any person who ceases to be a Council Member shall be deemed to have resigned his membership of the Association.
4. A member may at any time withdraw from membership of the Association by giving at least seven clear days' notice to the Association. Membership shall not be transferable in any event and shall cease immediately on death or dissolution or on the failure of the member to comply or to continue to comply with any condition of membership set out in these Articles or the Rules or the Membership Rules.
5. Subject to Article 7, the Council may from time to time make, vary and revoke Rules relating to all aspects of membership of the Association including (without limitation) Rules:
(a) setting out different categories of membership of the Association including Rules for Associate Members;
(b) setting out rights, privileges and obligations of the different categories of members;
(c) relating to the organisation of members including (without limitation) rules of, finances of and financial and other records and minute books to be kept by members;
(d) setting out which office holder(s) of a member may represent the member at general meetings of the Association;
(e) setting out disciplinary procedures for members and players.
6. The Council shall in their discretion admit members.
7. The directors may from time to time make, vary and revoke Rules relating to the levels of subscriptions or affiliation fees to be paid by the different categories of members.
8. The members shall pay any subscription or affiliation fees set by the directors. Any member whose subscription or affiliation fee is more than three months in arrears shall be deemed to have resigned his membership of the Association.
GENERAL MEETINGS
9. The Association shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the directors, and shall specify the meeting as such in the notices calling it, provided that so long as the Association holds its first annual general meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year. The annual general meeting shall be held for the following purposes:
(a) to receive from the directors a full statement of account, pursuant to Article 96;
(b) to receive from the directors a report of the activities of the Association since the previous annual general meeting;
(c) to announce the appointment of the Council Members elected pursuant to Articles 37 to 48;
(d) to elect the President;
(e) to appoint the Association's auditors; and
(f) to transact such other business as may be brought before it in accordance with these Articles.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
10. The directors may call general meetings and, on the requisition of one-tenth of the members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. Such requisition must state the object of the meeting. If there are not within the United Kingdom sufficient directors to call a general meeting, any director or the secretary may call a general meeting.
NOTICE OF GENERAL MEETINGS
11. An annual general meeting and an extraordinary general meeting called for the passing of a special resolution shall be called by at least 21 clear days' notice and every other extraordinary general meeting shall be called by at least 14 days' notice. A general meeting may be called by shorter notice if it is so agreed:
(a) in the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than 95% of the total voting rights at the meeting of all the members.
12. The notice shall specify the time and place of the meeting and, in the case of special business, the general nature of such business. All business shall be deemed special that is transacted at an extraordinary general meeting and also all business that is transacted at an annual general meeting with the exception of:
(a) the consideration and adoption of the accounts and balance sheet and the reports of the directors and auditors and other documents required to be annexed to the accounts;
(b) the appointment of auditors (and the fixing of their remuneration) where special notice of the resolution for such appointment is not required by the Companies Act.
The notice shall, in the case of an annual general meeting, specify the meeting as such, and, in the case of a meeting to pass a special or extraordinary resolution, specify the intention to propose the resolution as a special or extraordinary resolution, as the case may be.
13. The notice may be sent to the members individually or may be sent by post in a pre-paid envelope addressed to the member at his registered address.
14. The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate any resolution passed or the proceedings at that meeting.
PROCEEDINGS AT GENERAL MEETINGS
15. No business shall be transacted at any meeting unless a quorum of 25 members is present.
16. If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.
17. The President or in his absence the Chairman or in his absence the Vice-Chairman shall preside as chairman of the meeting, but if neither the President, the Chairman nor the Vice-Chairman be present within 15 minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.
18. If no director is willing to act as chairman, or if no director is present within 15 minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their number to be chairman.
19. The chairman of the meeting may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for 14 days or more, at least seven clear days' notice shall be given specifying the time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any such notice.
20. The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either without fixing a day for the meeting or to another time or place where it appears to him that:
(a) members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting;
(b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business; or
(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.
21. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is voted upon. In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a typographical error) may in any event be considered or voted upon.
22. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:
(a) by the chairman of the meeting; or
(b) by at least 20 members present and having the right to vote at the meeting.
23. Unless a poll is duly demanded a declaration by the chairman of the meeting that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
24. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.
25. A poll shall be taken at such time and place and in such manner as the chairman of the meeting directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
26. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting shall be entitled to a casting vote in addition to any other vote he may have.
27. A poll demanded on the election of a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman of the meeting directs not being more than 14 days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.
28. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.
29. A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more members.
VOTES OF MEMBERS
30. On a show of hands every member who is present in person shall have one vote and on a poll every member present in person shall have one vote. There shall be no right for a member to vote by proxy.
31. If any votes are given or counted at a general meeting which shall afterwards be discovered to be improperly given or counted, the same shall not affect the validity of any resolution or thing passed or done at the said meeting, unless the objection to such votes be taken at the same meeting, and not in that case, unless the chairman of the meeting shall then and there decide that the error is of sufficient magnitude to affect such resolution or thing.
32. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.
COUNCIL
33. The Council shall comprise:
(i) the President;
(ii) the Chairman;
(iii) the Vice-Chairman;
(iv) the Life Vice-Presidents;
(v) six Vice-Presidents;
(vi) the Life Members
(vii) the Honorary Life Members
(viii) the Chief Executive;
(ix) the Finance Director;
(x) the Referees Appointment Secretary;
(xi) the Referees Training Officer;
(xii) the Public Relations Officer;
(xiii) the Secretary (s) of the Dorset Saturday League, Dorset Sunday League, Dorset Women’s League and Dorset County Youth League
(xiv) the Mini-Soccer General Secretary
(xv) the County Development Manager;
(xvi) the County Child Protection Officer,
(xvii) one representative elected by each of the Recongnised Leagues,
(xviii) one representative from each: Dorset Clubs who play in Leagues sanctioned by Hampshire and Wiltshire and Leagues sanctioned by Somerset and Devon
(xix) one representative from each of the Dorset Schools FA and the Armed Forces FA’s
(xx) one representative from the Dorset Coaches Association (Coach must be a member of the Coaches Association by end of March in year of election).
(xxi) One representative from Dorset Registered Referees’ (Referee must be registered by end of January in year of election)
(xxii) such other persons as the Council may from time to time co-opt to such new positions as it thinks fit.
34. The first Council Members shall be:
(i) President
Mr S D Miles
(ii) Chairman
Mr G Pike
(iii) Vice-Chairman
Mr D H Smurthwaite
(iv) Life Vice-Presidents
To be appointed
(v) Vice-Presidents
Mr S J House
Mr B R Martin
Mr S D Miles
Mr G Pike
(vi) Life Members
Mr R J Bale
Mr D G Chainey
Mr J S Clare JP
Mr R V Collins
Mr D J Cooper
Mr D E Cutler
Mr B J Groves
Mr S A Hibbs
Mr P S Hough
Mr R E Maidment
Mr J G Masters
Mr G J Mitchell
Mr W T Pryer
Mr D H Smurthwaite
Mr N A Way
Mr B A White MBE
Mr B A Willis
(vii) County Secretary
Mr P S Hough
(viii) Treasurer
Mr D R Martin
(ix) Referee Appointments Secretary
Mr B R Martin
(x) Referees' Training Officer
Mr R J Bale
(xi) Public Relations Officer
Mr I Hallett
(xii) Secretary of the Dorset Saturday League
Mr A F Ambrose
(xiii) Secretary of the Dorset Sunday League
Mrs S A Hough
(xiv) Secretary of the Dorset County Youth League and Dorset Women's League
Mrs W Bulloch
(xv) Mini-Soccer Co-ordinator
(to be appointed)
(xvi) General Secretary of the Divisional Youth League
Mr T W Schorah
(xvii) League Representatives
Mr D A Thomas
Mr C G Chainey
Mr C L Riley
Mr A P Hunt
Mrs N J Hillier
Mr R A Burke
Mr S E Pavey
Mr D R Martin
Mr B R Stockley
Mr M Ewings
(xviii) Dorset Combination League (Additional) Representative
Mr G A Theobald
(xix) North and East Area Clubs
Mrs J L Corben
South and West Area Clubs
Miss S Trevelyan
(xx) Other Representatives
Dorset Schools FA
Mr M J Webber
Armed Forces FAs
Lt Col R W Berridge.
35. The first Council Members set out in paragraphs (ii) and (iii) of Article 34 shall hold office until the First Council Meeting at which meeting those Council Members shall retire but may be re-appointed or re-elected in accordance with these Articles. The first Council Members set out in paragraphs (i), (xvii), (xviii), (xix) and (xx) of Article 34 shall hold office until the Association's first annual general meeting but may be re-appointed or re-elected in accordance with these Articles. The first Council Members set out in paragraphs (vii) to (xvi) (inclusive) of Article 34 shall hold office until the first directors' meeting after the appointment of the directors in accordance with Article 68 but may be re-appointed in accordance with Articles 48 and 69. The first Council Members set out in paragraph (v) of Article 34 shall hold office until the Council meeting in January 2000 but shall be eligible for re-election.
36. No person may be appointed or elected as a Council Member for the first time who has attained the age of 70. All Council Members shall retire at the conclusion of the next annual general meeting after they have reached the age of 75 except the Life Vice-Presidents, Life Members and Honorary Life Members who may continue to receive notice of and attend all Council Meetings but Honorary Life Members may not vote.
APPOINTMENT TO COUNCIL
37. The Chief Executive shall send to the Affiliated Clubs by 1 May every third year, commencing in 2003, 2006, 2009 etc. a nomination form for the election of a League Representative, Coaches Association Representative and Referees’ Representative. Those persons proposed to be nominated as Representatives to fill any vacancies that have arisen must be nominated by an Affiliated Club playing within the relevant Recognised League on the nomination form prescribed by the Board or in the case of the Coaches Representative nominated by a member of the Coaches Association or in the case of Referees’ Representative nominated by a registered Referee. Such form must be submitted to the Chief Executive on or before 1 June every third year, commencing in 2003, 2006, 2009, etc. and must be signed by the chairman of the meeting of the Affiliated Club at which the candidate was nominated and counter-signed by the secretary of that Affiliated Club and by the candidate himself. No Affiliated Club may nominate more than one candidate for any one vacancy. The Nomination Form for the Coaches Association Representative must be signed by the nominee and seconded, both of whom must be members of the Coaches Association and countersigned by the candidate himself: the Nomination Form for the Referees’ Representative must be signed by the nominee and seconded both of whom must be Dorset Registered Referees’ and countersigned by the candidate himself.
38. Any person nominated as a League Representative, Coaches Association Representative or Referees’ Representative must reside within the County and must not be over the age of 70 years when nominated for the first time. No person may be nominated for more than one elected seat.
39. If there is only one candidate nominated to be the Representative for a particular Seat, that candidate shall be declared elected unopposed as the Representative for that particular Seat If there is more than one candidate to be the Representative for a particular Seat there shall be a postal ballot for that particular Seat in accordance with the provision of Articles 40 to 43.
40. The names of the candidates and voting paper shall be sent not later than 3 June in the appropriate year, commencing in 2003, 2006, 2009, etc. to the members (at that date) of the Recognised League, Coaches Association Members or Registered Referees’ concerned. Each candidate shall be sent a list of the nominations for their particular Seat.
41. Voting papers must be delivered in a sealed envelope not later than the first post on the day of the appropriate annual general meeting to the office. The directors shall appoint scrutineers who shall open the envelopes and count the voting papers at the appropriate annual general meeting. The results of the election shall be declared at the appropriate annual general meeting.
42. In the case of two or more candidates polling an equal number of votes the Council shall at its first Council meeting after the annual general meeting every third, commencing in 2003, 2006, 2009, etc. year elect (in its discretion) one such candidate to be the Representative for that particular Seat. In the event of no nomination having been received from a for a particular Seat, the Representative for that particular Seat may be appointed by the Council at the first Council meeting after the next annual general meeting.
43. Those persons elected as Representatives shall hold office for a period of three years commencing in 2003, 2006, 2009, etc. Representatives shall be eligible for re-election.
44. In the event of a casual vacancy occurring for any Representative, the Council shall have power (but shall not be obliged) to appoint a substitute Representative, suitably qualified to represent that constituency until such time as the person who was replaced was due to retire and such person shall be eligible for re-election in accordance with these Articles.
45. No person shall be elected or serve as a Council Member if they are a member of the council of any other County Association, either at the time of nomination or after election.
46. The Officers and Council Members shall remain in office until their successors have been elected and appointed. In addition to the power set out in Article 44, Council shall have power to fill any other vacancy which may occur on Council during the year. A Council Member so appointed to fill a vacancy shall hold office until such time as the person who was replaced was due to retire but shall be eligible for re-appointment in accordance with these Articles.
47. The persons proposed to be nominated to be Council Members each year by Dorset County Schools FA and Armed Forces FAs shall be submitted to the County Secretary by 1 June each year.
48. The Board shall in its entire discretion appoint such persons (whether or not already Council Members) as it thinks fit and believes to be best qualified, to fill the relevant positions as Council Members set out in Article 33(ix) to (xvi) (inclusive). Such persons shall hold office for such period as the Board thinks fit and can be removed by the Board at any time.
PRESIDENT
49. At the first annual general meeting and at the annual general meeting in each subsequent year the President shall retire but shall be eligible for re-election. Nominations for the office of President shall be made on the prescribed form and must be sent together with the names of proposers and seconders to the County Secretary before 1 May in each year. Any member of the Association may propose or second a nomination for President. Such person shall hold office for a one year term until the next annual general meeting but shall be eligible for re-election. The President shall have such rights and privileges as the Council shall from time to time prescribe.
LIFE VICE-PRESIDENTS
50. No person shall be eligible for election as a Life Vice-President unless he has served as Chairman. Life Vice-Presidents shall be entitled to receive notice of, attend and vote at all Council meetings. Life Vice-Presidents shall on being elected pursuant to this Article, be entitled to remain on Council for the rest of their lives without the need to be re-appointed but shall not have a vote after the conclusion of the next annual general meeting after they have reached the age of 75 years. Life Vice-Presidents shall have such rights and privileges as the Council shall from time to time prescribe.
VICE-PRESIDENTS
51. No person may be elected as a Vice-President unless he is a current Council Member who has rendered at least 10 years' service (either consecutively or in aggregate) to the Council. Nominations for the office of Vice-President shall be forwarded, on the form prescribed by the directors, signed by two Council Members as the proposer and seconder, and by the nominee and sent by registered post or recorded delivery so as to reach the Chief Executive on or before 31 December every third year commencing in 2006, 2009 etc. The sealed envelope will be opened and up to six Vice-Presidents may be elected every third year commencing in 2006, 2009 etc by the Council at their January meeting. Such persons shall hold office for a three year term, but shall be eligible for re-election. Vice-Presidents shall be entitled to receive notice of, attend and vote at all Council Meetings. Vice Presidents shall have such rights and privileges as the Council shall from time to time prescribe.
LIFE MEMBERS AND HONORARY LIFE MEMBERS
a. A Council Member who has served as a Council Member for at least 20 years either continuously or in aggregate shall become a Life Member provided that there are not already 15 Life Members. Life Members shall be entitled to receive notices of and attend all Council Meetings and vote. When a Life Member reaches the age of 75 they will become a Honorary Life Member. Honary Life Members shall be entitled to receive notices of and attend all Council Meetings but shall not be entitled to vote. Life Members and Honorary Life Memberes shall be entitled to remain on Council for the rest of their lives without the need to be re-elected. Life Members and Honorary Life Members shall have such rights and privileges as the Council shall from time to time prescribe.
FA REPRESENTATIVE
53. Council, at the last meeting of the appropriate season, shall decide which of their number should be the FA Representative. Such person shall be appointed for a three year term, commencing in 2003, 2006, 2009, etc. Any person so appointed may be removed at any time by the Council.
POWERS OF COUNCIL
54. The Council has the power to appoint and remove the directors and to co-opt additional persons to the Council in accordance with these Articles.
55. Council has the power to regulate and manage all footballing matters referred to it, to include (without limitation) all disciplinary, selection, referees, league sanctions and other matters pertaining to the regulation and conduct of football in the County.
56. Pursuant to Article 55, at the first Council meeting following the annual general meeting each year the President, Chairman and Vice-Chairman shall appoint such Council Members as they think fit to the following committees of the Council to hold office until the first Council meeting following the next annual general meeting:
(a) Appeals Board;
(b) County Cup/Dorset League Committee;
(c) County Match Committee;
(d) Development Committee;
(e) Disciplinary Committee;
(f) Referees’ Committee;
(g) Rules Revision Committee;
(h) Women’s Committee;
(i) such other ad hoc committees to deal with footballing matters as Council
sees fit.
Provided that the Council may in its absolute discretion at any time amend or add to the list of Standing Committees set out above and the Council may at any time dispense with the need for any of the Standing Committees set out above. The Council may also amend the name of any Standing Committee at any time.
57. The Board may at its discretion, award honoraria to the Treasurer, the Secretary of the Dorset Saturday League, the Secretary of the Dorset Sunday League, the Referees Appointment Secretary, the Referees Training Officer, the Public Relations Officer, the Secretary of the Dorset County Youth League and the Dorset Women's League, and any additional persons.
58. Each committee appointed in accordance with Article 56 shall decide which of its number shall be chairman of the committee. Each committee shall conduct its business in accordance with any terms of reference and standing orders set by the Council from time to time. Three members in addition to any ex-officio members who may be present shall form a quorum for the transaction of any business at a Committee Meeting.
PROCEEDINGS OF COUNCIL
59. The Directors may and on the request of any six Council Members, the directors shall call Council Meetings. The notice shall be sent to all the Council Members individually. At least five days' notice shall be given of Council meetings. The accidental omission to give notice of a Council Meeting to, or the non-receipt of notice of a meeting by, any Council Member shall not invalidate any resolution passed or the proceedings at that meeting. The Council shall meet quarterly. No business shall be transacted at any meeting unless a quorum of 15 Council Members is present.
60. The Council shall have the power to make standing orders for the conduct of Council Meetings and Council may otherwise regulate their proceedings as they think fit. Council Meetings shall be conducted in accordance with those standing orders. Each Council Member shall have one vote.
61. Any elected Council Member who does not attend three consecutive meetings of Council or three consecutive meetings of any Committee of which he/she is appointed shall be deemed to have resigned his/her membership of Council. The only exception to this Article is a prolonged period of ill health.
MINUTES
62. The Council Members shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of its officers; and
(b) of all its proceedings.
DIRECTORS
63. Subject to Articles 5 and 55, the affairs of the Association shall be governed by the directors who may authorise all such acts and the exercise of all such powers of the Association by the directors, on whom executive management powers are conferred as directors, as may be required to give effect to the objects as described in the provisions of the Memorandum of Association, and which are not by statute or these Articles required to be done or exercised by the Association in general meeting or by Council.
64. In the absence of any expression to the contrary in these Articles, the Rules or any regulations, or standing orders, or decisions of the directors, a matter shall be carried if supported by a simple majority of the directors present and voting.
NUMBER OF DIRECTORS
65. Unless otherwise determined by ordinary resolution, the number of directors shall be subject to a maximum of eight but shall be not less than four.
BOARD OF DIRECTORS
66. The directors shall be:
(a) the President;
(b) the Chairman;
(c) the Vice-Chairman;
(d) the Chief Executive;
(e) the Finance Director;
(f) the FA Representative;
(g) two further persons appointed by Council.
67. From the resignation of the directors on incorporation, the first directors, who shall hold office until the First Council Meeting shall be:
(a) President: S D Miles
(b) Chairman: G Pike;
(c) Vice-Chairman: D H Smurthwaite;
(d) Treasurer: D R Martin;
(e) County Secretary: P S Hough;
(f) [To be appointed];
(g) [To be appointed].
68. At the First Council Meeting the directors set out in paragraphs (a) to (c) and (f) and (g) of Article 67 shall retire but are eligible for re-appointment. At the First Council Meeting and at the first Council meeting following the annual general meeting in each subsequent year, the Council shall decide which two Council Members shall be appointed as the Chairman and the Vice-Chairman and which further two persons shall be elected as directors by the Council. Those persons appointed as the Chairman and Vice-Chairman shall hold office for a maximum of six years consecutively. For the avoidance of doubt any period of time served as Vice-Chairman shall not count as part of any period of service as Chairman and vice versa. The two persons elected as directors shall hold office until the first Council meeting following the next annual general meeting but are eligible for re-appointment.
69. At the first directors meeting after the appointment of the directors in accordance with Article 68, the directors set out in paragraphs (d) and (e) shall retire but are eligible for re-appointment. The directors shall, at that meeting, decide who shall be appointed as the County Secretary and who the Treasurer for such term and upon such conditions as they think fit. Any person so appointed may be removed by the other directors at any time. The directors may fill any casual vacancy in the position of County Secretary and/or Treasurer.
70. The Officers shall be entitled to receive notice of all meetings of committees of the Council and shall be entitled to attend and speak at such meetings and shall be entitled to vote at such meetings.
71. The directors shall regularly report to the Council on all their activities.
DELEGATION OF DIRECTORS' POWERS
72. The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose, and either collaterally with or to the exclusion of their own powers, and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by the Articles regulating the proceedings of directors so far as they are capable of applying.
APPOINTMENT AND RETIREMENT OF DIRECTORS
73. Without prejudice to the provisions of section 303 of the Act, the members may by ordinary resolution remove any director before the expiration of his period of office, and may by an ordinary resolution appoint another suitably qualified person in his stead; but any person so appointed shall retain his office so long only as the director in whose place he is appointed would have held the same if he had not been removed.
74. Subject to Article 69 and the remaining provisions of this Article 74, the Council may appoint a person who is willing to act to be a director, to fill a casual vacancy. A director so appointed shall hold office until the person he has replaced was due to retire but shall be eligible for re-election. Any casual vacancy in the position of President shall not be filled by Council but shall be filled at the next annual general meeting.
75. If any director is not re-appointed, he shall retain office until the meeting appoints someone in his place, or if it does not do so, until the end of the meeting.
DISQUALIFICATION AND REMOVAL OF DIRECTORS
76. The office of a director shall be vacated:
(a) if he ceases to be a Council Member;
(b) if he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or
(c) if he becomes bankrupt or makes any arrangement or composition with his creditors generally; or
(d) if he is, or may be, suffering from mental disorder and either:
(i) he is admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 or, in Scotland, an application for admission under the Mental Health (Scotland) Act 1960, or
(ii) an order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or
(e) if he resigns his office by notice to the Association; or
(f) if he shall without sufficient reason for more than three consecutive Board meetings have been absent without permission of the directors and the directors resolve that his office be vacated; or
(g) if he is suspended from holding office or from taking part in any footballing activity relating to the administration or management of the Association by a decision of The Football Association; or
(h) at the first Council meeting after the next annual general meeting held after the director reaches the age of 75;
(i) if he is removed from office by a resolution duly passed pursuant to section 303 of the Act; or
(j) if he is requested to resign by all the other directors acting together.
Section 293 of the Act shall not apply.
DIRECTORS' AND COUNCIL MEMBERS' EXPENSES
77. The directors and Council Members may be paid all travelling and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or separate meetings of the holders of debentures of the Association or otherwise in connection with the discharge of their duties save where the Rules provide otherwise.
DIRECTORS' APPOINTMENTS AND INTERESTS
78. Subject to the provisions of the Act, the directors may enter into an agreement or arrangement with any director for his employment by the Association or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall terminate if he ceases to be a director but without prejudice to any claim to damages for breach of the contract of service between the director and the Association.
79. Subject to the provisions of the Act, and provided that he has disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:
(a) may be a party to, or otherwise interested in, any transaction or arrangement with the Association or in which the Association is otherwise interested;
(b) may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Association or in which the Association is otherwise interested; and
(c) shall not, by reason of his office, be accountable to the Association for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
80. For the purposes of these Articles:
(a) a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and
(b) an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.
DIRECTORS' GRATUITIES AND PENSIONS
81. The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Association or with any body corporate which is or has been a subsidiary of the Association or a predecessor in business of the Association or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.
PROCEEDINGS OF DIRECTORS
82. Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. It shall not be necessary to give notice of a meeting to a director who is absent from the United Kingdom. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall be entitled to a casting vote in addition to any other vote he may have.
83. A meeting of the directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Association generally. The quorum for the transaction of the business of the directors shall be four.
84. The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing directors or director may act only for the purpose of admitting persons to membership, filling vacancies or of calling a general meeting.
85. At their first meeting after the annual general meeting in each year the Board of directors shall decide which of their number shall be their chairman for the ensuing year. Should the person elected by the Board of Directors to be their Chairman not be an Officer of the Association, the Chairman of the Board of Directors shall be deemed to be an Officer of the Association. Unless he is unwilling to do so, the chairman so appointed shall preside at every meeting of directors at which he is present. But if there is no person holding that office, or if the person holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of the number to be chairman of the meeting.
86. All acts carried out by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.
87. A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors.
88. Save as otherwise provided by these Articles, a director shall not vote at a meeting of directors or of a committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Association unless his interest or duty arises only because the case falls within one or more of the following paragraphs:
(a) the resolution relates to the giving to him of a guarantee, security, or indemnity in respect of money lent to, or an obligation incurred by him for the benefit of, the Association or any of its subsidiaries;
(b) the resolution relates to the giving to a third party of a guarantee, security, or indemnity in respect of an obligation of the Association or any of its subsidiaries for which the director has assumed responsibility in whole or part and whether alone or jointly with others under a guarantee or indemnity or by the giving of security;
(c) his interest arises by virtue of his subscribing or agreeing to subscribe for any debentures of the Association or any of its subsidiaries, or by virtue of his being, or intending to become, a participator in the underwriting or sub-underwriting of an offer of any such debentures by the Association or any of its subsidiaries for subscription, purchase or exchange;
(d) the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Board of Inland Revenue for taxation purposes.
For the purposes of this regulation, an interest of a person who is, for any purposes of the Act (excluding any statutory modification thereof not in force when this regulation becomes binding on the Association), connected with a director shall be treated as an interest of the director.
89. A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
90. The Association may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of the Articles prohibiting a director from voting at a meeting of directors or of a committee of directors.
91. Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Association or any body corporate in which the Association is interested the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
92. If a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.
SECRETARY
93. Subject to the provisions of the Act, the secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them. For the avoidance of doubt the Chief Executive may be appointed as the secretary.
MINUTES
94. The directors shall cause minutes to be made in books kept for the purpose:
(a) of all appointments of officers made by the Council; and
(b) of all proceedings at meetings of the Association, which shall include without limitation proceedings of Council, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.
Any such minutes of any meeting, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.
THE SEAL
95. The seal shall only be used by the authority of the directors or of a committee of directors authorised by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the secretary or by a second director.
ACCOUNTS
96. The directors shall cause accounting records of the Association to be kept in accordance with section 221 of the Act and any regulations made pursuant thereto (or as the same may be hereafter amended or altered). No member shall (as such) have any right of inspecting any accounting records or other book or document of the Association except as conferred by statute or authorised by the directors or by ordinary resolution of the Association. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more appropriately qualified auditor or auditors. Auditors shall be appointed and their duties regulated in accordance with the Act.
NOTICES
97. Any notice to be given to or by any person pursuant to the Articles shall be in writing except that a notice calling a meeting of the directors need not be in writing.
98. The Association may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. A member whose registered address is not within the United Kingdom and who gives to the Association an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Association.
99. A member present at any meeting of the Association shall be deemed to have received notice of the meeting and, where requisite, of the purposes for which it was called.
100. Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall, unless the contrary is proved, be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.
DISSOLUTION
101. If upon the winding up or dissolution of the Association there remains after the satisfaction of all debts and liabilities any property whatsoever, the same shall be paid to or distributed among the members of the Association equally.
RULES
102. The Association and its members shall be bound by and subject to and shall act in accordance with the Rules and the Rules of The Football Association and any regulations, standing orders, decisions, rulings or other findings or orders of any nature made pursuant to the Rules or the Rules of The Football Association. In the case of any difference between provisions under these Articles, the Rules and the Rules of The Football Association, the Rules of The Football Association and any provisions made pursuant to them shall take precedence.
INDEMNITY
103. Subject to the provisions of the Act but without prejudice to any indemnity to which a director may otherwise be entitled, every director or other officer or auditor of the Association shall be indemnified out of the assets of the Association 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 Association.
ALTERATIONS TO THE MEMORANDUM AND ARTICLES
104. Any proposal to alter the Memorandum or Articles not being such as by statute requires a Special Resolution or to wind-up the Association shall require the approval of the Association in General Meeting and the same may be passed or approved by a resolution of the Association passed by a majority of not less than three-quarters (3/4) of the members of the Association for the time being entitled to vote who may be present in person in accordance with the Act and (in the case of a winding-up) in accordance with the provisions of the Insolvency Act 1986 (as amended from time to time).
105. Notwithstanding any provision in the Articles to the contrary, a resolution to effect the following shall be effective only with the consent in writing of The Football Association and without such consent shall not do or caused to be done any of the following:
(a) the amendment, or removal, or the alteration of the effect of (which for the avoidance of doubt, shall be taken to include the ratification of any breach of) all or any of the following:
(i) the objects of the Association set out in clause 3 of the Memorandum of Association; or
(ii) these Articles;
(b) any change of the name of the Association;
(c) the passing of a resolution to wind-up the Association;
(d) the passing of a resolution or any decision to create a subsidiary company (as defined in the Act).
106. The Football Association shall have:
(a) all the rights of a member of the company in relation to receiving notice of, and attending and speaking at General Meetings and to receiving minutes of General Meetings; and
(b) all the rights of a director to receive notices of and minutes of meetings of the directors and the rights of a director of the company in relation to the Accounts and the inspection of any accounting records or other book or document of the Association pursuant to these Articles.
The Football Association shall have no right to vote at General Meetings.
RULES, STANDING ORDERS AND BYE-LAWS
107. The directors have the power from time to time to make, repeal and amend regulations for the better administration of the Association.
108. The Council may from time to time make, repeal and amend standing orders for the conduct of council meetings. The Council has the power to make, repeal and amend regulations for the sanction and control of leagues and competitions, regulations for disciplinary proceedings of players and members, and regulations relating to referees.
109. Any such rules made pursuant to Articles 107 and 108 must be consistent with and subject to the Rules of The Football Association.