Articles of Association

THE COMPANIES ACT 2006

A Company Limited by Guarantee and not having a Share Capital

ARTICLES OF ASSOCIATION OF BABERTON GOLF CLUB LIMITED

ADOPTED AT THE GENERAL MEETING ON 26th JANUARY 2017

INDEX TO THESE ARTICLES

Part 1: Interpretation and limitation of liability
1 Defined terms
2 Liability of Members

Part 2: Members
3 Becoming a Member and Members’ obligations
4 Termination of Membership and re-admission
5 Categories of Membership and sections
6 Entry fees, annual subscriptions and levies

Part 3: Directors and Officers
7 Directors’ general authority
8 Members’ reserve powers
9 Appointment of Directors
10 Termination of Directors’ appointment
11 Directors may delegate
12 Committees
13 Directors to take decisions collectively
14 Unanimous decisions
15 Calling a Directors’ meeting
16 Participation in Directors’ meetings
17 Quorum for Directors’ meetings
18 Chairing of Directors’ meetings
19 Casting Vote
20 Conflicts of interest
21 Records of decisions to be kept
22 Accounts to be kept
23 Company Secretary
24 Directors’ discretion to make further rules
25 Borrowing powers
26 Directors’ expenses

Part 4: General meetings
27 Calling of general meetings
28 Resolutions proposed by Members
29 Quorum for general meetings and adjournment
30 Chairing general meetings
31 Attendance and speaking at general meetings
32 Voting at general meetings
33 Ordinary resolutions
34 Special resolutions
35 Errors and disputes
36 Amendments to resolutions
37 Poll votes 2
38 Content of proxy notices
39 Delivery of proxy notices

Part 5: Creation, amendment and repeal of Local Rules and Bye Laws and these Articles and Memorandum of Association
40 Directors’ authority
41 Members’ rights

Part 6: Misconduct
42 Definition and procedure
43 Suspension and appeal

Part 7: Administrative arrangements
44 Means of communication to be used
45 Company seals
46 No right to inspect accounts and other records
47 Provision for employees on cessation of business.
48 Directors’ indemnity
49 Insurance

PART 1: INTERPRETATION AND LIMITATION OF LIABILITY

1 Defined terms

In these Articles, unless the context requires otherwise:

“the Act” means the Companies Act 2006 unless otherwise specified
“Articles” means the Company’s Articles of Association;
“Bye Law” means a bye law for the running of the facilities provided by the Company made by the Directors in accordance with these Articles;
“Chairman” has the meaning given in Article 17;
“Chairman of the meeting” has the meaning given in Article 30;
“Clear day” means a weekday, but not including the day of a bank or other public holiday or the day on which a notice is given or a meeting referred to in a notice is to be held;
“Company” means Baberton Golf Club Limited;
“Companies Acts” means the Companies Acts (as defined in section 2 of the Act) insofar as they apply to the Company;
“Director” means a Director of the Company and includes any person occupying the position of Director, by whatever name called;
“Document” includes, unless otherwise specified, any document sent or supplied in electronic form;
“Electronic Form” has the meaning given in section 1168 of the Companies Act 2006;
“Eligible Member” has the meaning given in Article 5.1.3;
“Guarantee” means the guarantee set out in Clause 5 of the Memorandum of Association of the Company;
“Insolvency” means bankruptcy proceedings in a jurisdiction other than Scotland which have an effect similar to bankruptcy;
“Local Rule” means a local rule, in accordance with the Rules of Golf, for the playing of golf made by the Directors in accordance with these Articles;
“Member” has the meaning given in section 112 of the Act but subject to Articles 3, 4 and 5;
“Ordinary Resolution” has the meaning given in section 282 of the Act;
“Participate”, in relation to a Directors’ meeting, has the meaning given in Article 16;
“Proxy Notice” has the meaning given in Article 38;
“Special Resolution” has the meaning given in section 283 of the Act;
“Subsidiary” has the meaning given in section 1159 of the Act;
“Writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise; and
“Written Resolution” has the meaning given in section 288 of the Act.

Unless the context otherwise requires, other words or expressions contained in these Articles bear the same meaning as in the Act as in force on the date when these Articles become binding on the Company. Use of the masculine gender will import the feminine and use of the singular will import the plural, as appropriate to the context.

2 Liability of Members
2.1 The liability of each Ordinary Member is limited to £1, being the amount that each Ordinary Member undertakes, in terms of the Guarantee, to contribute to the assets of the Company in the event of its being wound up while he is an Ordinary Member or within one year after he ceases to be an Ordinary Member, for:
(a) payment of the Company’s debts and liabilities contracted before he ceases to be an Ordinary Member;
(b) payment of the costs, charges and expenses of winding up; and
(c) adjustment of the rights of the contributories among themselves.

2.2 Honorary and Life Members will not be liable for the Guarantee.

PART 2: MEMBERS

3 Becoming a Member and Members’ Obligations
3.1 Every person who, at the date of registration of the Company, was a Member or Honorary or Life Member of Baberton Golf Club (“the Club”) and who within such period as the Directors may appoint agrees to become a Member of the Company or an Associate Member will be a Member of the Company or an Associate Member, the category of Ordinary Membership or Associate Membership being determined by that person’s then existing category of membership of the Club, and such other persons as are admitted to Ordinary Membership or Associate Membership in accordance with these Articles will also be Ordinary Members of the Company or Associate Members of the Company.

3.2 The Directors may establish procedures for application for entry to all categories of Membership which will be published as Bye Laws.

3.3 No person will thereafter become a Member unless:

3.3.1 that person has completed an application for Membership in the manner established by the Directors, and

3.3.2 the Directors have approved the application.

3.4 Membership will be open to all persons irrespective of ethnicity, nationality, gender, sexual orientation, religion, belief, age or disability unless that category of Membership has reached its limit as provided in Article 3.5. Membership will otherwise be refused or a Member suspended or expelled from Membership only for good and sufficient cause such as conduct likely to bring the Company or the game of golf into disrepute. The procedure for such decision and for appeal against it will be as set out in Part 6 of these Articles. 4

3.5 The Directors may establish maximum numbers of members for each category of Membership and may establish a waiting list for each category.

3.6 The Directors may offer Associate Membership in any category on such terms and on such conditions as they deem appropriate, such categories, terms and conditions to be published as Bye Laws.

3.7 For the purposes of these Articles and the Bye Laws, and unless specified otherwise, all the persons described in this Article 3 will be referred to as “Members” and their relationship with the Company will be referred to as “Membership”.

3.8 A Member on payment of his entry fee, if applicable, and subscription will be considered to have submitted himself to these Articles and the Bye Laws and on that condition alone will be allowed to enjoy all the privileges of Membership appropriate to that category of Member.

3.9 Membership is not transferable.

4 Termination of Membership and re-admission
4.1 A Member may withdraw from Membership of the Company by giving 7 days’ notice to the Company in writing. Such notice must be delivered to the Company by 31st October in the year in which it is to become effective.

4.2 A person’s Membership terminates when that person dies.

4.3 The Directors may, at their discretion, readmit any former Member whose Membership has terminated for any reason. Any person readmitted under this Article will be liable for a proportion of the then current entry fee as published as a Bye Law and for the annual subscription or part due relating to the appropriate class of Membership for the year in which he is readmitted.

4.4 The Directors may terminate a Member’s Membership in accordance with Article 6.4 or Part 6 of these Articles, as appropriate.

5 Categories of Membership and Sections

5.1 Ordinary Members
5.1.1 Only persons who have reached their 18th birthday at the date of their admission will be eligible for admission as Ordinary Members.

5.1.2 The categories of Ordinary Membership applying from time to time will be as set out in the Bye Laws.

5.1.3 Only Ordinary Members will, as Members of the Company, be liable for the Guarantee. Only Ordinary Members will be entitled to vote at general meetings of the Company, for which purpose they will be described as “Eligible Members”. No person in arrears of payment of any sum due by him to the Company by way of annual subscription, entry fee or levy will be an Eligible Member

5.2 Honorary Members
Honorary Membership may be granted to any person who, in the opinion of the majority of the Eligible Members in general meeting, merits that honour. Honorary Members so admitted, and those who were Honorary Members on the date of registration of the Company, will have the same rights and obligations as Ordinary Members but will pay no annual subscription and will not be liable for the Guarantee.

5.3 Life Members
Life Membership may be granted to any person who has been a member of Baberton Golf Club and of Baberton Golf Club Limited for 50 consecutive years after reaching the age of 21 and who, in the opinion of the Directors, is deserving of this privilege. A proposal by the Directors to grant Life Membership will require to be approved by a simple majority of Eligible Members in general meeting. Life Members so admitted, and those who were Life Members on the date of registration of the Company, will have the same rights and obligations as Ordinary Members but will pay no annual subscription and will not be liable for the Guarantee.

5.4 Associate Members
Any person who is not an Ordinary Member but is afforded the privilege of using the facilities provided by the Company will be termed an “Associate Member”.

5.5 Sections and Subsidiary Clubs
Groups of Members will be permitted to form or maintain sections or subsidiary clubs within the Membership for the purpose of promoting the playing of golf provided that:
(a) the rules of any such section or subsidiary club are set out in a proper constitution which has been approved by the Directors and has been published as an appendix to the Bye Laws; and
(b) such constitution is not inconsistent with the Rules of Golf or these Articles; and
(c) the criteria for entry to any such section or subsidiary club are lawful and have been approved by the Directors as being consistent with these Articles and have been published as an appendix to the Bye Laws.

6 Entry fees, annual subscriptions and levies
6.1 The Directors may from time to time determine whether any person admitted to Membership (other than to Honorary or Life Membership) should be liable to pay an entry fee and, if so, of what amount. Any entry fee payable will be published as a Bye Law.

6.2 Every Member (other than an Honorary or Life Member) will pay an annual subscription, to be used in meeting the cost of providing the facilities made available by the Company, of an amount proposed by the Directors to and approved by the Eligible Members in general meeting and published as a Bye Law.

6.3 The Directors may, if so authorised by an ordinary resolution passed by the Eligible Members in general meeting, levy the Ordinary and Associate Members for payment of such sum and in such proportion as the Directors consider necessary.

6.4 Any Member who has not paid his entry fee, annual subscription or levy (or any instalment, balance or proportion of it) within 30 days of its falling due will be reminded in writing of the arrear by the Company and, if the arrear remains unpaid after a further period of 14 calendar days, that Member may, at the discretion of the Directors, from that date cease to be a Member.

PART 3: Directors and Officers

7 Directors’ general authority
7.1 Subject to these Articles, the Directors are responsible for the management of the Company’s business, for which purpose they may exercise all the powers of the Company.

8 Members’ reserve powers
8.1 The Members may, by special resolution, direct the Directors to take, or refrain from taking, specified action.

8.2 No such special resolution invalidates anything which the Directors have done before the passing of the resolution.

9 Appointment of Directors
9.1 The Directors will consist of the Captain, the Vice Captain and up to 6 other Ordinary Members.

9.2 The Captain and Vice-Captain will be elected by the Company at its annual general meeting. Each will be Directors ex officio and will hold office for 2 years. In the event of the death of either during their period of office, the Directors will nominate a replacement from among their number and will publish the name of that person to the Members. Any Member objecting to the Directors’ nomination and wishing to nominate another candidate must so inform the Company within 10 clear days of the publication of the Directors’ nomination. The Directors will immediately thereafter convene a general meeting for the purpose of considering nominations.

9.3 The Directors, other than the Captain and Vice-Captain, will be elected by the Company at its annual general meeting. Each will hold office for up to 3 years. Directors so elected will retire at each annual general meeting of the Company following expiry of the term for which they were appointed but will be entitled to remain in office for successive terms of one year if either:
(a) the Directors propose such re-appointment for approval by the Company at its annual general meeting, or
(b) Eligible Members propose such re-appointment by giving notice of an ordinary resolution to be put to the Company at its annual general meeting as provided in Article 28.

9.4 All nominations for new Directors (other than those made by the Directors) will be in writing, signed by a proposer and seconder, on a form designed by the Directors for this purpose. Such nominations will require to be lodged with the Company by a date to be set by the Directors each year. All nominations will be notified to Members in the notice calling the annual general meeting. A Member may not be nominated to serve as a Director unless his written consent has previously been obtained.

9.5 The Directors may fill any vacancy in their number from among the Ordinary Members until the next annual general meeting. Any Ordinary Member chosen to fill such a vacancy will be eligible for election at that annual general meeting, subject to the process for nomination set out in Article 9.4.

10 Termination of Director’s appointment
10.1 A person ceases to be a Director as soon as:
(a) that person ceases to be a Director by virtue of any provision of the Act or is prohibited from being a Director by law;
(b) an order for sequestration or bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the Company stating that that person has become physically or mentally incapable of acting as a Director and may remain so for a minimum of 3 months;
(e) by reason of that person’s mental health, a court makes an order which wholly or partly prevents that person from personally exercising any powers or rights which that person would otherwise have;
(f) written notification is received by the Company from that Director that he is resigning from office and such resignation has taken effect in accordance with its terms.

11 Directors may delegate
11.1 Subject to these Articles, the Directors may delegate any of the powers which are conferred on them under these Articles:
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions
as they think fit.

11.2 If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.

11.3 At any time the Directors may revoke any delegation in whole or in part, or alter its terms and conditions.

12 Committees
12.1 Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of these Articles which govern the taking of decisions by the Directors.

12.2 The Directors may make rules of procedure for all or any committee, which rules will prevail over rules derived from these Articles if they are not consistent with them.

13 Directors to take decisions collectively
13.1 The general rule about decision-making by Directors is that any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 14.

14 Unanimous decisions
14.1 A decision of the Directors is taken in accordance with this Article when all eligible Directors indicate to each other by any means that they share a common view on a matter.

14.2 Such a decision may take the form of a resolution in writing, a copy of which has been signed by each eligible Director or to which each eligible Director has otherwise indicated agreement in writing.

14.3 References in these Articles to eligible Directors are to Directors who would have been entitled to vote on the matter had it been proposed at a Directors’ meeting.

14.4 A decision may not be taken in accordance with this Article if the eligible Directors would not have formed a quorum at such a meeting.

15 Calling a Directors’ meeting

15.1 Any Director may call a Directors’ meeting by giving notice to the Directors or by authorising the Club Manager to give such notice.

15.2 Notice of any Directors’ meeting must indicate:
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that the Directors participating in the meeting will not be in the same place, how it is proposed that they should communicate during the meeting.

15.3 Notice of a Directors’ meeting must be given to each Director, but need not be in writing.

15.4 Notice of a Directors’ meeting need not be given to Directors who waive their entitlement to notice of that meeting by giving notice in writing to that effect to the Company. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.

16 Participation in Directors’ meetings
16.1 Subject to these Articles, Directors participate in a Directors’ meeting, or part of a Directors’ meeting, when:
(a) the meeting has been called and takes place in accordance with these Articles; and
(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.

16.2 In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other.

16.3 If all the Directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any one of them is.

16.4 Directors may invite such other persons as they consider appropriate to participate in, but not vote at, Directors’ meetings.

17 Quorum for Directors’ meetings
17.1 At Directors’ meetings, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.

17.2 The quorum for Directors’ meetings may be fixed from time to time by a decision of the Directors and will, until such further decision has been taken, be half the number of eligible Directors plus 1 and must never be less than 3. The quorum for any committee of Directors will, until any further decision is taken by the Directors as a whole, be half the number of Directors who have agreed to serve on that Committee, plus 1, and must never be less than 2.

17.3 If the total number of eligible Directors available at any time is less than the quorum required, the Directors must not take any decision other than a decision:
(a) to appoint further Directors; or
(b) to call a general meeting so as to enable the Members to appoint further Directors.

18 Chairing of Directors’ meetings
18.1 The Captain, whom failing the Vice Captain, will, if participating in a Directors’ meeting, act as Chairman of the meeting.

18.2 If neither is available to participate in the meeting, those Directors participating may appoint a Chairman of the meeting from their number.

18.3 The person chairing the meeting in accordance with this Article is referred to as “the Chairman of the meeting”.

19 Casting vote
19.1 If the numbers of votes for and against a proposal are equal, the Chairman of the meeting or other Director chairing the meeting has a casting vote.

19.2 Article 19.1 does not apply if, in accordance with these Articles, the Chairman of the meeting is not to be counted as participating in the decision-making process for quorum or voting purposes.

20 Conflicts of interest
20.1 If a proposed decision of the Directors is concerned with an actual or proposed transaction or arrangement in which a Director is interested, that Director is not to be counted as participating in the decision-making process for quorum or voting purposes.

20.2 If Article 20.3 applies, a Director who is interested in an actual or proposed transaction or arrangement with the Company is to be counted as participating in the decision-making process for quorum and voting purposes.

20.3 Article 20.2 applies when:
(a) the Company, by Ordinary Resolution, disapplies the provision of these Articles which would otherwise prevent a Director being counted as participating in the decision-making process;
(b) the Director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest; or
(c) the Director’s conflict of interest arises from a permitted cause.

20.4 For the purposes of this Article, the following are permitted causes:
(a) a guarantee given, or to be given, by or to a Director in respect of an obligation incurred by or on behalf of the Company or any of its Subsidiaries;
(b) subscription, or an agreement to subscribe, for securities of the Company or any of its Subsidiaries, or to underwrite, sub-underwrite or guarantee subscription for any such securities; and
(c) arrangements pursuant to which benefits are made available to employees and Directors or former employees and Directors of the Company or any of its Subsidiaries which do not provide special benefits for Directors or former Directors.

20.5 For the purposes of this Article, references to proposed decisions and decision-making processes include any Directors’ meeting or part of it.

20.6 Subject to Article 20.7, if a question arises at a meeting of Directors or of a committee of Directors or any person to whom delegation has been made as to the right of a Director or delegate to participate in the meeting (or part of it) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the Chairman of the meeting whose ruling in relation to any Director other than the Chairman of the meeting or any delegate is to be final and conclusive.

20.7 If any question arises as to the right of the Chairman of the meeting to participate in the meeting (or part of it), the question is to be decided by a decision of the Directors participating in that meeting, for which purpose the Chairman of the meeting is not to be counted as participating for voting or quorum purposes.

20.8 No Director or manager or other employee of the Company will, either in person or through a business partner or other person acting under the direction of a person associated with the Company:
(a) sell, lease or buy land to or from the Company
(b) be concerned with any activity as a result of which such business partner or other person receives emoluments based on the turnover of any aspect of the Company’s activities or in the supply of goods or services to the Company for a consideration other than would have been agreed between parties transacting at arm’s length, or
(c) have any personal interest in the sale of alcoholic liquor on the Company’s premises or in the proceeds of such sale without the consent in writing of the Directors.

21 Records of decisions to be kept
21.1 The Directors must ensure that the Company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the Directors.

22 Accounts to be kept
22.1 The accounting reference date of the Company will be 31st October but, subject to the provisions of the Act, the Directors may alter the accounting reference date and make the necessary consequential amendments to these Articles.

22.2 The Directors will appoint a properly qualified reporting accountant who will inspect the Company’s financial records and report on these. The accountant’s report will be submitted at the Company’s annual general meeting. The reporting accountant’s appointment will require to be confirmed by the Company at its annual general meeting.

23 Company Secretary
23.1 The Directors may appoint a suitably qualified person to act as company secretary. Failing appointment of another person, the Club Manager will act as company secretary.

24 Directors’ discretion to make further rules
24.1 The Directors may, subject to Articles 41 and 42, create, amend or repeal Bye Laws or Local Rules.

25 Borrowing powers
25.1 Notwithstanding the general borrowing powers specified in the Memorandum of Association, the Directors will not be entitled to borrow or raise money in excess of £530,000 by means of overdraft and/or any other form of loan without the approval of the Company in general meeting.

26 Directors’ expenses
26.1 The Company may pay any reasonable expenses which the Directors properly incur in connection with the performance of functions on behalf of the Company.

PART 4: GENERAL MEETINGS

27 Calling of general meetings
27.1 The annual general meeting of the Company will be held on a date to be fixed each year by the Directors. The date so fixed will be inserted in the annual fixture list and a notice calling the meeting will be issued as provided in Article 27.6.

27.2 An extraordinary general meeting of the Company (at which an Ordinary or Special Resolution may be put):
(a) may be called at any time by the Directors; and
(b) must be called by the Directors upon a written request signed by not fewer than fifty Eligible Members.

27.3 A request to call an extraordinary general meeting will be delivered to the Company as specified in Article 44.2. Such request:
(a) must specify the object or objects of the meeting;
(b) state the general nature of the business to be dealt with at the meeting; and
(c) may include the text of a resolution that may properly be moved and is intended to be moved by the meeting.

27.4 If the Directors are so requested to call an extraordinary general meeting, they must call a meeting:
(a) within 15 clear days from the date of the request being received by the company secretary; and
(b) to be held on a date not more than 20 clear days after the date of the notice convening the meeting.

27.5 Subject to Article 36, at an extraordinary general meeting no business other than that specified in the request to call it may be considered.

27.6 Except as permitted or required by the Act, every general meeting of the Company will be called by notice addressed to each Member issued not less than 10 clear days before the date on which the meeting is to be held and in a form as prescribed by the Act.

28 Resolutions proposed by Members
28.1 For the purpose of illustration only, and subject to Articles 33 and 34:
(a) an Ordinary Resolution will be appropriate where its subject relates, for example, to the creation or amendment of a Bye Law or another matter relating to the general running of the Company; and
(b) a Special Resolution will be appropriate where its subject relates, for example, to the amendment of these Articles or another matter relating to the constitution of the Company, or where this is required by the Companies Acts or where the Directors consider that a Special Resolution is appropriate.

28.2 Eligible Members may propose an Ordinary Resolution to be put to the Company at its annual general meeting. The proposed resolution must be:
(a) signed by at least 10 Eligible Members; and
(b) delivered to the Company not less than 30 clear days before the date of the annual general meeting fixed in terms of Article 27.1.

28.3 Eligible Members may propose a Special Resolution to be put to the Company at its annual general meeting. The proposed resolution must:
(a) be signed by at least 50 Eligible Members; and
(b) be delivered to the Company not less than 30 clear days before the date of the annual general meeting ; and
(c) state that it is a special resolution.

29 Quorum for general meetings and adjournment
29.1 At all general meetings of the Company 50 Eligible Members will constitute a quorum.

29.2 No business other than the appointment of a chairman is to be transacted at a general meeting unless a quorum is present.

29.3 If, within half an hour from the time appointed for the meeting, a quorum is not present or if during the meeting a quorum ceases to be present:
(a) if the meeting has been convened by the Directors, it will be adjourned to a time less than 7 clear days from the date of that meeting and to a place fixed by the chairman for that meeting and if, at the adjourned meeting, a quorum is not present within half an hour of the time appointed for the meeting, those Eligible Members present will be a quorum.
(b) if the meeting has been convened at the request of Eligible Members as provided in Article 28 it will be dissolved.

29.4 The Chairman of the meeting may adjourn a general meeting at which a quorum is present if:
(a) the meeting consents to an adjournment; or
(b) it appears to the Chairman of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.

29.5 The Chairman of the meeting must adjourn a general meeting if directed to do so by a simple majority of Eligible Members present at the meeting.

29.6 When adjourning a general meeting, the Chairman of the meeting must:
(a) either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and
(b) have regard to any directions as to the time and place of any adjournment which have been given by the meeting.

29.7 If the continuation of an adjourned meeting is to take place more than 14 clear days after it was adjourned, the Company must give at least 7 clear days’ notice of it (that is, excluding the day of the adjourned meeting and the day on which the notice is given):
(a) to the same persons to whom notice of the Company’s general meetings is required to be given; and
(b) containing the same information which such notice is required to contain.

29.8 No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.

30 Chairing general meetings
30.1 The Captain or, in his absence, the Vice-Captain, will preside at every general meeting of the Company.

30.2 If neither the Captain nor the Vice-Captain is present within 15 minutes after the time at which the meeting was due to start, or if neither is willing to chair the meeting, then either;
(a) the Directors present; or
(b) if no Directors are present, those Eligible Members present

must appoint a Director or other Eligible Member to chair the meeting, and the appointment of the Chairman of the meeting must be the first business of the meeting.

30.3 The person chairing the meeting in accordance with this Article is referred to as “the Chairman of the meeting”.

31 Attendance and speaking at general meetings
31.1 A Member is able to exercise the right to speak at a general meeting when that Member is in a position to communicate to all of those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.

31.2 The Directors may make whatever arrangements they consider appropriate to enable those Members attending the meeting to speak or vote at it, as appropriate.

31.3 The Chairman of the meeting may permit other persons who are not Members to attend and speak at a general meeting.

32 Voting at general meetings
32.1 Every Eligible Member has 1 vote.

32.2 A Member is able to exercise the right to vote at a general meeting only if that Member is an Eligible Member and when:
(a) that Eligible Member is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
(b) that Eligible Member can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other Eligible Members attending the meeting.

32.3 A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles.

32.4 The majorities required for the passing of resolutions at a general meeting of the Company will be:
(a) for an Ordinary Resolution, a simple majority of Eligible Members voting; and
(b) for a Special Resolution, 75% of those Eligible Members voting.

32.5 At an extraordinary general meeting no business other than that specified in the notice calling it will be considered.

32.6 At all general meetings of the Company the Captain, or in his absence the Vice Captain or in the absence of both the Chairman of the Meeting as defined in Article 30.3, will have both a deliberative and a casting vote.

33 Ordinary Resolutions
33.1 An Ordinary Resolution of the Members means a resolution that may be and is passed by a simple majority of Eligible Members as set out in Articles 33.2, 33.3 or 33.4, as appropriate.

33.2 A Written Resolution is passed by a simple majority if it is passed by a simple majority of the total voting rights of those Eligible Members entitled to vote at the general meeting who have made arrangements (as provided in these Articles) to do so.

33.3 A resolution passed at a meeting on a show of hands is passed by a simple majority if:
(a) the Eligible Members who, being entitled to do so, vote in person on the resolution; and
(b) the persons who vote on the resolution as duly appointed proxies of Eligible Members entitled to vote on it.

33.4 A resolution passed on a poll taken at a meeting is passed by a simple majority if it is passed by Eligible Members representing a simple majority of the total voting rights of Eligible Members who vote in person or by proxy on the resolution.

33.5 Anything that may be done by Ordinary Resolution may, if the Directors consider it appropriate, also be done by Special Resolution.

34 Special Resolutions
34.1 A Special Resolution of the Members means a resolution that requires to be and is passed by a majority of not less than 75% as set out in Articles 34.2, 34.4 or 34.5, as appropriate.

34.2 A Written Resolution is passed by a majority of not less than 75% if it is passed by Eligible Members representing not less than the total voting rights of those Eligible Members entitled to vote at the general meeting who have made arrangements (as provided in these Articles) to do so.

34.3 Where a resolution of the Company is proposed as a Special Resolution:
(a) the resolution is not a Special Resolution unless it stated that it was proposed as a Special Resolution; and
(b) if the resolution so stated, it may only be passed as a Special Resolution.

34.4 A resolution passed at a meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of:
(a) the Eligible Members who, being entitled to do so, vote in person on the resolution; and
(b) the persons who vote on the resolution as duly appointed proxies of Eligible Members entitled to vote on it.

34.5 A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by Eligible Members representing not less than 75% of total voting rights of the Eligible Members who (being entitled to do so) vote in person or by proxy on the resolution.

34.6 Where a resolution is passed at a meeting:

(a) the resolution is not a Special Resolution unless the notice of the meeting included the text of the resolution and specified the intention to propose the resolution as a special resolution; and
(b) if the notice of the meeting so specified, the resolution may only be passed as a Special Resolution.

35 Errors and disputes
35.1 No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.

35.2 Any such objection must be referred to the Chairman of the meeting whose decision is final.

36 Amendments to resolutions
36.1 An Ordinary Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a) notice of the proposed amendment is given to the Company in writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the Chairman of the meeting may determine); and
(b) the proposed amendment does not, in the reasonable opinion of the Chairman of the meeting, materially alter the scope of the resolution.

36.2 A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution if:
(a) the Chairman of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed;
(b) the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

36.3 If the Chairman of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the Chairman’s error does not invalidate the vote on that resolution.

37 Poll votes
37.1 A poll on a resolution may be demanded:
(a) in advance of the general meeting where it is to be put to the vote; or
(b) at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

37.2 A poll may be demanded by:
(a) the Chairman of the meeting; or
(b) the Directors; or
(c) 2 or more Eligible Members with the right to vote on the resolution.

37.3 A demand for a poll may be withdrawn if:
(a) the poll has not yet been taken; and
(b) the Chairman of the meeting consents to the withdrawal.

37.4 Polls must be taken immediately and in such manner as the Chairman of the meeting directs.

38 Proxy Notices

38.1 Proxies may only validly be appointed by a Proxy Notice which:
(a) states the name and address of the Member appointing the proxy;
(b) identifies the person appointed to be that Member’s proxy and the general meeting in relation to which that person is appointed;
(c) is signed by or on behalf of the Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and
(d) is delivered to the Company in accordance with these Articles and any instructions contained in the notice of the general meeting to which they relate.

38.2 Article 44 notwithstanding, the Company may require Proxy Notices to be delivered in a particular form and may specify different forms for different purposes.

38.3 Proxy Notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

38.4 Unless a Proxy Notice indicates otherwise, it must be treated as:
(a) allowing the person appointed under it discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

39 Delivery of Proxy Notices
39.1 A person who is entitled to speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid Proxy Notice has been delivered to the Company by or on behalf of that person.

39.2 An appointment under a Proxy Notice may be revoked by delivering to the Company a notice in writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given, and will be deemed to have been revoked if the person by whom it was given attends and participates in the meeting in person.

39.3 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

39.4 If a Proxy Notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointor’s behalf.

PART 5: CREATION, AMENDMENT AND REPEAL OF LOCAL RULES AND BYE LAWS AND THESE ARTICLES AND MEMORANDUM OF ASSOCIATION

40 Directors’ authority
40.1 The Directors may create, amend or repeal Local Rules. No Local Rule or any amendment to it or repeal of it will be effective until the Local Rule as created or amended or notice of its repeal has been published by the Directors to the Members. The Local Rule will be binding on Members in the form as published from the date of publication and will remain in force until amended or repealed by the Directors or by the Company in general meeting or has become inconsistent with the Rules of Golf.

40.2 The Directors may create, amend or repeal Bye Laws. Any Bye Law created or amended as set out in this Article must be for a purpose not inconsistent with these Articles. No Bye Law or any amendment to it or repeal of it will be effective until the Bye Law as created or amended or notice of its repeal has been published by the Directors to the Members. The Bye Law will be binding on Members from the date of publication and will remain in force until amended or repealed by the Directors or by the Company in general meeting.

41 Members’ rights
41.1 Eligible Members may propose the creation, amendment or repeal of Bye Laws by giving notice of a resolution to be put to the Company at its annual general meeting by means of an Ordinary Resolution, unless the Directors consider it appropriate that the resolution should be a Special Resolution.

41.2 Both the Directors and Eligible Members may propose the creation, amendment or repeal of Bye Laws and the amendment of these Articles and the Memorandum of Association at an extraordinary general meeting.

41.3 As well as at a general meeting of the Company, Eligible Members may request the Directors to consider the creation, amendment or repeal of a Bye Law. Any such request will require to be made in writing and to be signed by not fewer than ten Eligible Members. The Directors will be obliged to decide whether or not to implement such a request within 30 clear days of the date of its receipt.

41.4 For the purpose only of repealing, restoring or amending a Bye Law at the annual general meeting

following its first publication in that form, an Ordinary Resolution may be proposed at that annual general meeting by one Eligible Member seconded by another Eligible Member and no notice of such resolution will require to be given to the Company.

41.5 No resolution to be put following a request as set out in Article 28.2(b) will be valid or acted upon if its object is to rescind or alter any Article or Bye Law which has not been in operation for at least one year since the date of the general meeting at which such Article or Bye Law was adopted in that form, or since the date of the annual general meeting following the publication of such Bye Law if no resolution to repeal, amend or restore the Bye Law in its original form has been approved by the Company at that annual general meeting as provided in Article 41.1.

PART 6: MISCONDUCT

42 Definition and procedure
42.1 A Member who has been guilty of misconduct may be liable to censure, suspension, expulsion or such other sanction as may be appropriate.

42.2 The following are examples of what may amount to misconduct and may give rise to disciplinary action but are only examples and misconduct is not limited to these examples:-
(a) a deliberate breach of the Rules of Golf or a Local Rule;
(b) a breach of an Article or Bye Law;
(c) a breach of any code of conduct or code of ethics adopted by the Directors whether or not published as such; or
(d) any conduct, act or omission which, in the view of the Directors or the appropriate Committee, is or was detrimental to the interests of the Company, including any conduct; or
(e) a deliberate breach of any temporary or permanent instruction validly given by the Directors; or
(f) any conduct, act or omission which, in the view of the Directors, is or was in breach of any regulation relating to health and safety or is or was prejudicial to the interests of others in those regards.

42.3 On being made aware of such misconduct, the Directors may appoint a disciplinary committee to consider the matter and to propose such sanction or other action as it may consider appropriate.

42.4 The selection of the disciplinary committee, and its actings, will be subject at all times to the principles of natural justice and will, as far as appropriate, adhere to the Model Disciplinary Procedures published from time to time by Scottish Golf Limited.

43 Suspension and appeal
43.1 In circumstances where, at the discretion of the Directors or any one of them, it is considered that immediate action is necessary to protect the Members or the good name of the Company, the Directors or any one of them will have the power to suspend a Member on any ground specified in Article 43.2 pending arrangements for an appropriate hearing.

43.2 Where the Directors or any one of them have or has suspended a Member that Member will have the right to a hearing before a disciplinary committee appointed for that purpose in accordance with sub-Article 43.3 within 7 clear days of the date of his suspension and thereafter the Directors will either confirm or terminate the suspension.

43.3 If a hearing before a disciplinary committee results in a finding against a Member leading to suspension, expulsion or another sanction that Member will have the right to appeal against such a finding by intimation in writing his intention to appeal and the grounds for that appeal to the Directors within 14 clear days of receipt of written notice of the finding of the disciplinary committee. The Directors will then be responsible for making arrangements to hold an appeal hearing where those who served on the first disciplinary committee hearing on the matter in question will not be entitled to attend under the rules of natural justice. The determination of the Members who then sit to hear the appeal will be final and binding on the Member except that, if expulsion from Membership is recommended, while that will take effect immediately it will be open to the expelled Member if he wishes to challenge that finding by intimating an appeal again in writing to the Directors within 14 clear days of being advised of the expulsion finding and the expulsion appeal will then be heard at the next general meeting of the Company where a simple majority of the Eligible Members present will require to vote in favour of the expelled Member being re-admitted for the expulsion not to remain in effect.

43.4 During suspension in terms of this Article, a Member will forfeit such privileges of Membership as the Directors may decide until the suspension is confirmed or terminated by a disciplinary committee (but subject to the member’s right of appeal as set out in this Article) but will remain liable for all amounts due by way of entry fee, annual subscription and levy or other sums due to the Company. In the case of an expulsion, neither the Company nor the Directors will be liable for repayment of any part of the subscription of an expelled Member and any Member so expelled will thereupon forfeit all rights and interests he may have had as a Member.

PART 7: ADMINISTRATIVE ARRANGEMENTS

44 Means of communication to be used
44.1 Subject to these Articles, anything sent or supplied to the Company under these Articles may be sent or supplied in any way which the Act provides for documents or information which are authorised or required by any provision of the Act to be sent or supplied by or to the Company.

44.2 Subject to these Articles, any communication which requires to be delivered to the Company will be required to be delivered to its Registered Office.

44.3 Subject to these Articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means in which that Director has asked to be sent or supplied with such notices or documents for the time being.

44.4 A Director may agree with the Company that notices or documents sent to that Director in a particular way are to be deemed to have been received within a specified time of their being sent, and for the specified time to be less than 48 hours.

44.5 Subject to these Articles and to any provision of law (including the Electronic Communications Act, 2000) the Company will be entitled to send any communication to a Member or a Director solely by electronic means unless that Member or Director has notified the Company that communication should be by another medium.

44.6 Any communication by the Company to a Member (including a communication in terms of sub-Article 43.3) or a Director will be deemed to have been received 48 hours after the close of business on the day on which it was sent (but subject to sub-Article 44.4).

45 Company seals
45.1 The Company will not have a common seal.

46 No right to inspect accounts and other records
46.1 Except as provided by law or authorised by the Directors or an ordinary resolution of the Company, no person is entitled to inspect any of the Company’s accounting or other records or documents merely by virtue of being a Member.

47 Provision for employees on cessation of business
47.1 The Directors may decide to make provision for the benefit of persons employed or formerly employed by the Company or any of its subsidiaries (other than a Director or a shadow Director as defined in section 251 of the Act) in connection with the cessation or transfer to any body of the whole or part of the undertaking of the Company or that subsidiary.

48 Directors’ indemnity
48.1 Subject to sub-Article 49.2, a relevant Director of the Company will be indemnified out of the Company’s assets against:
(a) any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Company;
(b) any liability incurred by that Director in connection with the activities of the Company
(c) in his capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Act);
(d) any other liability incurred by that Director as an officer of the Company.

48.2 This Article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

49 Insurance
49.1 The Directors may decide to purchase and maintain insurance, at the expense of the Company, for the benefit of any relevant Director or other relevant person in respect of any relevant loss.

49.2 In this Article:
(a) a “relevant Director” means any Director or former Director of the Company
(b) a “relevant person” means any Member or other person, not being a Director, carrying out any function on behalf of the Company;
(c) a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director or other relevant person in connection with that Director’s duties or powers or any duties or powers delegated to such relevant person in relation to the Company.