26. Frequency

The Committee shall meet at Committee meetings with not more than six (6) weeks between consecutive meetings. Each Committee member shall attend at least fifty (50) per cent of the Committee meetings per year since appointment.

 

Board Meetings

27. Calling Board Meetings

27. Any Director may call a Board meeting by giving seven (7)-day written notice of the meeting to the Directors or by authorizing the Secretary of the Board to give such notice. A Board meeting can be called by shorter notice if it is so agreed by all the Directors.
28. Notice of a Board meeting must indicate (i) its proposed date and time; and (ii) where it is to take place and/or the details of the electronic facilities for attendance and participation by electronic means at the meeting.

 

28. Attendance

Board meetings may be attended by Directors, the National Coach, a representative of the Association's employed staff, a representative of the Sports Development Board and any other person so invited by the Board.

 

29. Quorum

[Two (2)] Directors shall constitute a quorum at meetings of the Board. If the number of Directors is reduced below the number required for a quorum then the continuing Directors may act for the purpose of increasing the number of Directors to the number required for a quorum or of calling a General Meeting but for no other purpose.

 

30. Chairman

The President of the Board shall preside over meetings of the Board, or in his absence or if the President of the Board is not participating in a Board meeting within twenty (20) minutes of the time at which it was to start or is unwilling to chair the meeting, the Vice-President of the Board shall preside, or in the absence of both, a chairman shall be elected from the Directors present at the meeting.

 

31. Voting

31. Voting on all motions at meetings of the Board, Committee or other sub-committees shall be by a show of hands, unless directed otherwise by the chairman of the meeting.
32. No voting by proxy shall be permitted at any Board meeting.
33. In addition to his own vote, the chairman of the meeting shall have a second or casting vote in case of an equality of votes. This paragraph 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 purpose.

 

 

32. Conflicts of interest

32. This Article applies if –
    1. a Director is in any way (directly or indirectly) interested in a transaction, arrangement or contract with the Association that is significant in relation to the Association’s business; and
    2. the Director’s interest is material.
33. The Director must declare the nature and extend of the Director’s interest to the other Directors in accordance with section 536 of the Ordinance.
34. The Director must neither –
    1. vote in respect of the transaction, arrangement or contract in which the Director is so interested; nor
    2. be counted for quorum purposes in respect of the transaction, arrangement or contract.
35. If the Director contravenes paragraph 3(a), the vote must not be counted.
36. Paragraph (3) does not apply to –
    1. an arrangement for giving a Director any security or indemnity in respect of money lent by the Director to or obligations undertaken by the Director for the benefit of the Association;
    2. an arrangement for the Association to give any security to a third party in respect of a debt or obligation of the Association for which the Board has assumed responsibility wholly or in part under a guarantee or indemnity or by the deposit of a security; or
    3. an arrangement under which benefits are made available to employees and Directors or former employees and directors of the Association or any of its subsidiaries, which do not provide special benefits for Directors or former Directors.
37. A reference in this Article to a transaction, arrangement or contract includes a proposed transaction, arrangement or contract.

 

33. Supplementary provisions as to conflicts of interest

33. A Director or intending Director is not disqualified by the office of Director from contracting with the Association as vendor, purchaser or otherwise.
34. The contract mentioned in paragraph (1) or any transaction, arrangement or contract entered into or on behalf of the Association in which any Director is in any way interested is not liable to be avoided.
35. A Director who has entered into a contract mentioned in paragraph (1) or is interested in a transaction, arrangement or contract mentioned in paragraph (2) is not liable to account to the Association for any profit realized by the transaction, arrangement or contract by reason of –
    1. the Director holding the office; or
    2. the fiduciary relation established by the office.
36. Paragraph (1), (2) or (3) only applies if the Director has declared the nature and extent of the Director’s interest under the paragraph to the other Directors in accordance with section 536 of the Ordinance.
37. A Director may be a director or committee member or other officer or, or be otherwise interested in:
    1. any company or association promoted by the Association; or
    2. any company or association in which the Association may be interested as shareholder or otherwise.
38. Subject to the Ordinance, the Director is not accountable to the Association for any remuneration or other benefits received by the Director as a director or committee member or office of, or from the Director’s interest in, the other company or association unless the Association otherwise directs.

 

34. Majority

Except as otherwise specified in these Articles, all motions shall only be passed by a simple majority of those present and voting.

 

35. Written Resolution

A resolution in writing which has been circulated to all Directors and which is signed by all of Directors indicating that they are in favour of the resolution shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Such a resolution may consist of several documents in the like form, each signed by one or more relevant Directors.

 

36. Minutes

Minutes of each Board meeting shall be prepared and circulated to all those entitled to attend within two (2) weeks of it taking place. Minutes shall be made available to other Members upon request.

 

37. Record of decisions to be kept

The Directors must ensure that the Association keeps a written record of every decision taken by the Directors under Articles 35 and 36 for at least ten (10) years from the date of the decision.

 

General Meetings

38. Annual General Meetings

Subject to sections 611, 612 and 613 of the Ordinance, the Association shall hold a General Meeting as its Annual General Meeting in respect of each financial year of the Association for the purposes of the following ordinary business and in accordance with section 610 of the Ordinance:

1. Accepting the audited financial statements for the previous financial year;
2. Appointing an auditor; and
3. Electing Members to vacant positions on the Board and the Committee.

 

39. Extraordinary General Meetings

39. Every General Meeting other than the Annual General Meeting shall be called an Extraordinary General Meeting. The Board may call an Extraordinary General Meeting whenever it considers it necessary. This shall be done within fourteen (14) days after receiving a requisition in writing signed by Members representing at least 5% of the total voting rights of all the Members having a right to vote at General Meetings, having, at the date of deposit of the requisition, a right to vote at General Meetings.
40. If the Directors do not call a General Meeting in accordance with Article 39(1), the Members who requested the meeting in accordance with Article 39(1), or any of them representing more than one half of the total voting rights of all of them, may themselves call a General Meeting in accordance with section 568 of the Ordinance.

 

40. Notice

40. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a special resolution to these Articles shall be called with not less than twenty-one (21) days notice in writing and any other Extraordinary General Meeting shall be called with not less than fourteen (14) days notice in writing. The notice shall be exclusive of the day on which it is served or so deemed and of the day of the meeting and shall:
41. specify the date and time of the meeting;
42. specify the place of the meeting (and if the meeting is to be held in two (2) or more places, the principal place of the meeting and the other place or places of the meeting) and/or the details of the electronic facilities for attendance and participation by electronic means at the meeting;
43. state the general nature of the business to be dealt with at the meeting;
44. for a notice calling an Annual General Meeting, state that the meeting is an Annual General Meeting;
45. if a resolution (whether or not a special resolution) is intended to be moved at the meeting –
    1. include notice of the resolution; and
    2. include or be accompanied by a statement containing any information or explanation that is reasonably necessary to indicate the purpose of the resolution;
46. if a special resolution is intended to be moved at the meeting, specify the intention and include the text of the special resolution; and
47. contain a statement specifying a Members’ right to appoint a proxy under section 596(1) of the Ordinance.
48. Despite the fact that a General Meeting is called by shorter notice than that specified in this Article, it is regarded as having been duly called if it is so agreed –
    1. for an Annual General Meeting, by all the Members entitled to attend and vote at the meeting; and
    2. in any other case, by a majority in number of the Members entitled to attend and vote at the meeting, being a majority together representing at least 95% of the total voting rights at the meeting of all the Members.
49. Notice of a General Meeting must be given to –
50. every Member; and
51. every Director.
52. If notice of a General Meeting or any other document relating to the meeting is required to be given to a Member, the Association must give a copy of it to its auditor (if more than one auditor, to each of them) at the same time as the notice or the other document is given to the Member.

 

41. Chairman

At all General Meetings the chair shall be taken by the President of the Board or in his absence or if the President of the Board is not present within twenty (20) minutes after the time appointed for holding the meeting or is unwilling to chair the meeting by the Vice-President of the Board. If neither the President nor the Vice-President of the Board shall be present within half an hour after the time appointed for holding the meeting, or shall be willing to act as chairman, the Members present and entitled to vote shall choose one of their number to chair the meeting.

 

42. Quorum

42. The Board may, at its absolute discretion, arrange for persons entitled to attend a General Meeting to do so by simultaneous attendance and participation by means of electronic facilities. Any Member or any proxy participating by such means of electronic facilities is deemed to be present at and shall be counted in the quorum of the meeting.
43. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. The quorum shall be twenty (20) Members personally present or present by proxy and entitled to vote. If within half an hour from the time appointed for the meeting a quorum be not present the meeting (if convened upon the requisition of Members) shall be dissolved or (in any other case) shall stand adjourned to such other day, time and place as may be appointed by the chairman with the consent of the meeting. At any such adjourned meeting the Members present or present by proxy and entitled to vote, whatever their number, shall constitute a quorum and have power to decide upon all matters which could properly have been disposed of at the meeting from which the adjournment took place.

 

43. Adjournment

The chairman may, with the consent of the meeting, adjourn any General Meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When adjourning a General Meeting, the chairman must specify the date, time and place and/or the details of the electronic facilities to which it is adjourned.

 

44. Attendance

Any Ordinary Member, Honorary Member, Patron or Vice-Patron may attend a General Meeting. For each Club Member, one representative may attend.

 

45. Voting Rights

45. Each Ordinary Member present, who is aged eighteen (18) years or above on the day of the meeting, has the right to vote in the manner described hereinafter. Patrons, Vice-Patrons, Honorary Members and representatives of Club Members shall not have the right to vote.
46. On a vote on a resolution, whether on a show of hands or on a poll taken at a General Meeting-
    1. every Member present in person has one (1) vote; and
    2. every proxy present who has been duly appointed by a Member entitled to vote on the resolution has one (1) vote.

 

46. Voting Procedure

1. At any General Meeting a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is demanded (i) by the chairman of the meeting; (ii) by at least five (5) Members present and entitled to vote and voting; or (iii) by Members representing at least 5% of the total voting rights of all Members having the right to vote at the meeting. If a poll is demanded as aforesaid it shall be taken in such manner as the chairman of the meeting directs. In addition to his own vote, the chairman of the meeting shall have a second or casting vote in case of an equality of votes, whether on a show of hands or on a poll.
2. The Association’s auditors shall be appointed to act as scrutineer for vote-taking at each General Meeting. The identity of the scrutineer shall be disclosed in the minutes of the relevant meeting.
3. On a vote of a resolution on a show of hands at a General Meeting, a declaration by the chairman that the resolution-
   1. has or has not been passed; or
   2. has passed by a particular majority,

is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

4. An entry in respect of the declaration in the minutes of the meeting is also conclusive evidence of that fact without the proof.

 

47. Proxy

47. A proxy must be a Member.
48. A proxy may only validly be appointed by a notice in writing (“proxy notice”) that –
49. states the name and address of the Member appointing the proxy;
50. identified the person appointed to be that Member’s proxy and the General Meeting in relation to which that person is appointed;
51. is authenticated, or is signed on behalf of the Member appointing the proxy; and
52. is delivered to the Association to the registered office of the Association or by such other means as the Association shall prescribe and in accordance to any instructions contained in the notice of the General Meeting in relation to which the proxy is appointed.
53. A proxy notice may specify how the proxy appointed under it is to vote (or that the proxy is to abstain from voting) on one or more resolutions dealing with any business to be transacted at a General Meeting.
54. Unless a proxy notice indicates otherwise, it must be regarded as –
    1. allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the General Meeting; and
    2. 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.
55. A proxy notice does not take effect unless it is received by the Association:
    1. for a General Meeting or adjourned General Meeting, at least forty-eight (48) hours before the time for holding the meeting or adjourned meeting; and
    2. for a poll taken more than forty-eight (48) hours after it was demanded, at least twenty-four (24) hours before the time appointed for taking the poll.
56. An appointment under a proxy notice may be revoked by delivering to the Association a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.
57. A notice revoking the appointment only takes effect if it is received by the Association –
    1. for a General Meeting or adjourned General Meeting, at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting; and
    2. for a poll taken more than forty-eight (48) hours after it was demanded, at least twenty-four (24) hours before the time appointed for taking the poll.
58. A proxy’s authority in relation to a resolution is to be regarded as revoked if the Member who has appointed the proxy –
    1. attends in person the General Meeting at which the resolution is to be decided; and
    2. exercises, in relation to the resolution, the voting right that the Member is entitled to exercise.
59. A Member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of the meeting or any adjournment of it, even though a valid proxy notices has been delivered to the Association by or on behalf of the Member.
60. A vote given in accordance with the terms of a proxy notice is valid despite –
    1. the previous death or mental incapacity of the Member appointing the proxy; or
    2. the revocation of the appointment of the proxy or of the authority under which the appointment of the proxy is executed.
61. Paragraph (10) does not apply if notice in writing of the death, mental incapacity or revocation is received by the Association-
    1. for a General Meeting or adjourned General Meeting, at least forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting; and
    2. for a poll taken more than forty-eight (48) hours after it was demanded, at least twenty-four (24) hours before the time appointed for taking the poll.

 

48. Majority

In accordance to section 564 of the Ordinance, voting on all special resolution shall require a 75% majority of those present and voting.

 

49. Validity

All resolutions passed at any General Meeting for which due notice has been given or to which Article 55 (Accidental Omission) applies shall be binding on all Members.

 

50. Minutes

Minutes of all General Meetings shall be timely and accurately prepared and circulated to all Directors within one (1) month of the meeting being concluded. Minutes shall be made available to other Members upon request.