Rules & Constitution - Bridgwater Angling Association

RULES 2022/2023

Any amendment to these rules must be approved by the next Annual General Meeting
of the Company following the temporary amendment. Notice of Motion regarding any
amendment or addition to the Company’s rules shall be furnished in writing to the
Minute Secretary 14 days before the holding of the A.G.M.

The Council of Management shall have the authority to expel a Member whose conduct it considers to be injurious to the Company, but before taking such action must inquire into the member’s conduct. The Member will be given reasonable opportunity of defending himself in writing or appealing before the Council. Any member or Bailiff of the Company on production of their permit/warrant may demand to examine the right to fish documents of any person found fishing in Company owned or rented waters. Permits to fish waters controlled by the BAA Limited must be purchased in advance and are not transferable. Any person not able to produce documentary evidence of their right to fish the aforementioned waters will be asked to leave the water immediately and BAA Limited reserve the right to prosecute. If the same person is found using BAA Limited controlled waters in the future without the proper documentation they will forfeit their right to apply for membership for a period of 12 months. BAA Limited shall deem that person a trespasser.
The payment of a subscription to fish in Company controlled waters shall be deemed a contract to abide by the Rules of the Company as in force at that time.
Contravention of any of the rules may result in a Council of Management hearing which could remove the Members right to fish for whatever period the Council of Management may decide.
All persons intending to fish must also be in possession of a current licence issued by the Environmental Agency.
Members are required to produce their (Permit/Ticket) when requested to do so by the keepers, Officers, Servants or any other member of the association. Failure to do so will result in that person being asked to leave the waters immediately.
Any person intending to fish a swim must clear all litter in the immediate area before fishing and any person found fishing at a spot containing litter shall be held responsible for same.
Night Fishing is only allowed with a Night Fishing Permit and must not exceed seven consecutive nights. Thereafter a minimum of 24 hours off the water. Junior Members are not allowed to fish during the period from one hour after sunset to one hour before sunrise, unless accompanied by an adult with a Night Fishing Permit and junior must be fishing in the same swim as the accompanying adult. (Excludes Walrow Ponds).
Junior Members are only permitted to fish the Huntspill River, South Drain, North Drain, Dunwear Large Pond if accompanied by an adult, who shall be responsible in the event of any accident or emergency involving the Junior Member, and for his/her behaviour on the bank.
The accompanying Adult responsible for Junior’s up to the age of 16 with a licence and must be within 30 meters of the Junior at all times.
Fishing is not allowed during the annual close season from March 15th to June 15th, both dates inclusive with the exception of Newtown Lock Bridgwater Canal to Maunsell Lock, Dunwear, Combwich and Walrow Ponds where fishing is permitted.
With the exception of Pike, Carp and Trout all fish may be retained in a keep net during period of fishing and returned to the water prior to leaving the bank, except during a Bona Fide Competition when all fish except Trout may be kept.
The use of Carp Sacks is prohibited on any Company controlled waters. Carp may only be kept in a retainer for a maximum of 20 minutes.
No fish must be removed permanently from any water unless there is risk of disease from that fish. Fish must not be transferred from one water to a different water.
The possession of Gaffs is prohibited. Gaffs must not be used.
Members must not fish from swims reserved for a competition.
Members’ dogs are not permitted on Combwich or Dunwear Ponds, at any time. Members dogs are not permitted on any Company controlled waters whilst the Member is fishing. If caught, this will incur a ban.
Members are not allowed to bring or use guns or any other offensive weapons on land owned or controlled by the company. All members must report any incident involving such to a bailiff, the police or a council member immediately. Failure to do so will be construed as aiding and abetting in the offence. Please Note: In certain circumstances council organised shooting parties may be organised for vermin control resulting in the waters being temporarily closed for safety reasons.
The possession of person carrying boats is forbidden on all Company controlled waters. With the exception of the Bridgwater – Taunton Canal where British Waterways Board licensed boats are permitted. However NO fishing is allowed from the boats.
Bathing is forbidden on all Company controlled waters.
Members must not cause damage to the banks of any Company owned or controlled waters and must not cause damage to any other land, building, fence, hedge, crop, gate or any other structure belonging to or in the control of the Company or any third party landowner on or adjoining the banks of such owned or controlled waters, and must pay full compensation for any damage caused.
Camping or lighting of fires on any land controlled by the Company is not permitted.
Coaches, cars or motor cycles must not be parked on Environmental Agency property except in the car parks provided, nor in a manner likely to cause inconvenience to other road users or land owners.
Fishing is not permitted within 30 meters in any direction of any overhead power cables.
Fishing is only allowed by fair rod and line.
A maximum of 4 rods are permitted on the purchase of the appropriate B.A.A Ltd permit and Environment Agency Rod Licence.
Members are not allowed to fish from any property not owned or leased by the Company. Including British Waterways Board licensed boats on the Bridgwater – Taunton Canal.
Members are requested not to fish directly outside any residence along the towpath of the Bridgwater and Taunton Canal. Fishing is only permitted on the towpath side of the Canal. Fishing is not permitted within 25 meters of the approaches to a lock, moveable bridge, from landing stages or dock pontoons or British Waterways Board licensed boats.
Any member or group of members MUST NOT obstruct any other swim than the one they are fishing.
Fishing on North Drain, South Drain and Bridgwater & Taunton Canal is restricted to the period one hour before sunrise and one hour after sunset.
The use of chest waders on any water is forbidden.
No swim is to be constructed without prior written approval of the Council of Management.
No keepnet is to be used which is less than 8ft long or with a diameter less than 18 inches.
Bait coloured with aniline dyes is prohibited.
Anglers are not permitted on the banks at Walrow Ponds between the hours 10.30 pm and 5.30 am. unless having purchased a night fishing permit. These tickets are available from Veals Fishing Tackle, Church Street, Highbridge. Tel 01278 786934. Full Adult Permit Holders Only.
No angler is to leave their rod unattended with a baited hook in the water at any time.
No fishing is allowed within 20ft of the rear boundary fences of the properties on the north bank of Combwich between the hours 1 hour after sunset to 1 hour before sunrise.
The use of Bloodworm and Joker as a bait or groundbait is not permitted on any Company controlled water.
The closed season for pike fishing with dead bait on Company Waters is March 15th to September 30th, both dates inclusive. The use of artificial lures is permitted providing that all lures are fitted with barbless hooks. (see Rules 10). A minimum of 30lb Braid is required for Lure fishing on any rivers controlled by the Company.
The use of treble hooks is only permitted when fishing for Pike or Perch.
The use of live fish as hookbait is prohibited on all Company controlled waters.
All anglers fishing for carp on Company Waters must use line of not less than 10lbs B.S.; must be in possession of an unhooking mat, and must be in possession of a landing net of not less than 42 inch arm length for a triangular net, or an equivalent size round net.
All anglers fishing for pike on Company Waters must use line of not less than 10lbs B.S.; a wire trace of not less than 18 inches in length for deadbaiting and 12 inches if using lures. They must also be in possession of a pair of forceps of not less than 8 inches in length, unhooking mat and a large, knotless landing net with arms length of at least 36 inches or a round frame of at least 30 inches is to be used.
Gag or mechanical jaw spreaders are strictly prohibited. A unhooking Mat minimum size 36″ x 24″ is required.
All gates at Combwich and Dunwear are to be kept shut and locked at all times.
No Braided Main line over 8lb breaking strain can be used at Dunwear Ponds.
No Bikes (Motor or Cycle) are to be ridden on Company Owned or Controlled Waters.
No threating or acts of violence to anyone on Company Owned or Controlled waters.
Any sort of equipment left unattended in a swim for more than 2 hours shall be removed by the Council of Management without notification or payment of compensation for same. Lost property will be taken to the police.
No vehicles are allowed in or out of Combwich Village entrance between the hours of 10.00pm and 07.00am. Non complying members face automatic 12 Month Ban from All Bridgwater Angling Association Waters.

Where no rule exists and a decision is required the Council of Management will make the ruling which will be ratified at the next AGM.

The Authority to fish is valid for one person only. Failure to be in possession of a current Environmental Agency Rod License will render this authority invalid. Minimum bans of 12 weeks will be enforced for breaking rules on litter and use of boats.

MINIMUM PUNISHMENT FOR BREAKING OF RULES

Rule No.
6 Junior Six Week’s Ban Adult Three Month’s Ban
7 6 Week Ban
8 Juniors under 12 years – ????
14 1 Year Ban
16 First offence – One Year Ban Second offence – Life Ban (10 Years)
19 First offence – Five Year Ban Second offence – Life Ban (10 Years)
20 Six Month’s Ban
39 Three Month’s Ban (All fish must be returned!)
43 First offence – Three Month’s Ban Second offence – Six Month’s Ban
47 Twelve Month’s Ban
48 Pedal Juniors – Six Week’s Ban Adults – Three Month’s Ban Motor – Twelve Month’s Ban
49 Threatening of violence to anyone – Five Year Ban Act of violence to anyone – Ten Year Ban

All fish must be returned!
Złap i puść! Bсе рыбы должны быть возвращены! Visas zivis ir jāatdod atpakaļ! Toți peștii trebuie să fie returnate! Alle fische müssen zurückgegeben werden

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION
of
BRIDGWATER ANGLING ASSOCIATION LIMITED

1. The Company’s name is “BRIDGWATER ANGLING ASSOCIATION LIMITED”.

2. The Company’s registered office is to be situated in England and Wales.

3. The Company’s objects are:-

(a) To establish and carry on an angling association, club or clubs; to promote and hold or assist in promoting and holding sporting events, race meetings, sports matches and shows, exhibitions and competitions in connection with fishing and angling and all associated activities; to acquire, lay out and provide and equip property, lakes, grounds in such situations and of subh extent, as may be thought fit, for the above purposes; to carry on in the United Kingdom or elsewhere the business of sport tournament organisers and to subscribe funds or initiate or promote any activity for the purpose of the promotion or furtherance of the above activities or any of them; to act as consultants, representatives, and/or agents for sportsmen and sportswomen and to provide consultancy services to clubs, associations, sportsmen and in sports generally and to issue publications of sports or other programme details and advertisers’ needs and all other matters with regard to sports travel, tournaments, conventions and sporting activities; to act as merchants of and dealers in wine, spirits, liqueurs, soft drinks, mineral and aerated waters, cigars and cigarettes, foodstuffs and gaming machines; to acquire the effects and assume the liabilities of the unincorporated association known as the “Bridgwater Angling Association”.
(b) To purchase or otherwise acquire plant, machinery, fixtures, fittings, scenery and all other effects of every description necessary or convenient or usually or normally used in connection with or for the purpose of all or any of the objects of the Company.

(c) To retain or employ managerial professional or technical advisers or workers of any description in connection with the objects of the Company and to pay reasonable and proper salaries or fees for their services.

(d) To purchase, take on lease or in exchange, hire or otherwise acquire and dispose of any real personal property and any rights or privileges which may be necessary or convenience for the promotion of the objects of the Company and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Company.

(e) To take any gift or property, whether subject to any special trust or not, for any one or more of the objects of the Company.

(f) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company as may be expedient in the promotion of its objects.
(g) To undertake and execute any charitable trusts having primary objects wholly or partly similar to those of the Company and which may lawfully be undertaken by the Company.

(h) To borrow and raise money in such manner as the Company shall think fit and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Company’s property or assets (whether present or future) and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.

(i) To invest and deal with the money of the Company not immediately required in such a manner as may from time to time be determined and to hold or otherwise deal with any investments made.
(j) To establish and support pension and superannuation schemes for the benefit of
persons employed by the Company, and to grant pensions for retirement allowances to
persons who have been employed by the Company or to their dependants.

(k) To undertake and execute any trusts or agency business which may seem directly or indirectly conducive to any of the objects of the Company to act as agents or brokers and as trustees for any person, firm, company, and to undertake and perform sub-contracts.

(l) To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

(m) To pay out of the funds of the Company the costs, charges and expenses of or incidental to the formation and registration of the Company. And it is hereby declared that save as otherwise expressly provided, each of the objects set forth in each sub-clause of this Clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited by reference to any other sub-clause or by the name of the Company, and that the provisions of each sub-clause shall save as aforesaid be carried out in as full and ample a manner and construed in as wide a sense as if each of the sub-clauses defined the objects of a separate and distinct company.

4. The income and property of the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit to Members of the Company, provided that nothing herein shall prevent any payment in good faith by the Company of reasonable and proper remuneration to any officer or servant of the Company for any services actually rendered to the Company nor prevent the payment of interest at a reasonable and proper rate on money lent or reasonable and proper rent for premises demised or let by any Member of the Company.

5. The liability of the Members is limited.

6. Every Member of the Company undertakes to contribute to the assets of the Company in the event of its being wound up while he is a Member or within one year afterwards for payment of the debts and liabilities of the Company contracted before he ceases to be a Member and the costs, charges and expenses of winding up and for the adjustment of the rights of contributories among themselves such amount as may be required not exceeding £1.

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION
of
BRIDGWATER ANGLING ASSOCIATION LIMITED

1. In these Articles:
“the Act” means the Companies Act 1985;

“the seal” means the Common Seal of the Company;

“secretary” means any person appointed to perform the duties of the secretary of the Company;

“the United Kingdom” means Great Britain and Northern Ireland;

“Corporation” means the Council of Management of the Company;

“a Committee” means a duly authorized committee of members of the Council of management of the Company;

“member” means a member of the Company.

Expressions referring to writing, shall, unless the contrary intention appears be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Company.

MEMBERS

2. The Company is established for the purposes expressed in the Memorandum of Association.

3. The number of Members with which the Company proposes to be registered is not to exceed 2,000 but the Council may from time to time register an increase of Members.

4. (a) The Subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership shall be Members of the Company

(b) The rights and privileges of a member shall not be transferable.

5. (a) Every person or corporation desiring to become a member save for the subscriber members sign and return to the Secretary or to an Authorized Officer or Approved Agent of the Company a form of application to be admitted to membership of the Company in accordance with the Memorandum and Articles of Association.

(b) The Council shall have absolute discretion to approve or disapprove any such application.

(c) In the case of application approved under sub-clause (b) of this Article the Secretary shall forthwith enter the name of such person or corporation in the book of the Company and upon such entry such person shall become a member of the Company.

6. A member shall cease to be a member of the Company:-

(a) upon his giving notice in writing to the Company that he resigns his membership;

(b) If the Council, after giving the Member opportunity to defend himself by written submission or by personal application before the Council, it shall by a two thirds majority vote resolve that his membership shall cease upon notice in writing being given to such Member requiring his resignation;

(d) (if a corporation) upon its having a winding-up resolution passed or winding up petition presented or a receiver being appointed of any of its assets.

(e) Upon failing to pay any subscription fees due and payable.

REGISTERS

7. The Council shall cause the following register to be kept at the Registered Office of the Company: –

(a) A Register of Members;

GENERAL MEETINGS

8. The Company shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and shall specify the meeting as such in the notice calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its first Annual General Meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year. The Annual General Meeting shall be held at such time and place as the Board shall appoint.

9. All General Meetings other than Annual. General Meetings shall be called Extraordinary General Meetings.

10. The Council may whenever they think fit convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition or in default may be convened by such requisitions as provided by Section 368 of the Act.If at any time there are not within the United Kingdom sufficient members of the Council capable of acting to form a quorum, any such member or any two members of the Company may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meeting may be convened by the Council.

NOTICE OF GENERAL MEETINGS

11. An Annual General Meeting shall be called by notice contained in the Membership registration form, any Extraordinary General Meetings shall be called by Twenty one day’s notice in writing at the least and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a Special Resolution shall be called by Fourteen day’s notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given and shall specify the place, the day and the hour of the meeting, and in the case of special business the general nature of such business, and shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the provisions of these Articles entitled to receive such notice from the Company. Provided that a meeting of the Company shall, notwithstanding that it is called by shorter notice than that specified in this Article be deemed to be duly called if it is so agreed:-

(a) in the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meetings by a majority in number of the members having a right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent of the total voting rights at that meeting of all members.

12. The accidental omission to give notice of a meeting to or the non-receipt of such notice by any Member or other person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

13. If within half an hour from the time appointed for the holding a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, shall be dissolved. In any other case, it shall stand adjourned to
the same day in the next week, at the same time and place, or to such other day and at such other time and place as the Council may determine.

14. The Chairman, if any of the Council shall preside as Chairman at every General Meeting of the Company, or if there is no such Chairman, or if he shall not be present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act the members of the Council present shall elect one of their number to be Chairman of the meeting.

15. If at any meeting no member of the council is willing to act as Chairman or if no such member is present within fifteen minutes after the time appointed for holding the meeting the Members present shall choose one of their number to be
the Chairman of the meeting.

16. The Chairman may, with the consent of any 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 any adjourned meeting other than the business left unfinished at the meeting from which The adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting.

17. If a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the Meeting shall direct, and the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.

18. A poll demanded on the election of a Chairman or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.

19. Subject to the provisions of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings (or being corporations by their duly authorized representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.

20. If at any General Meeting any votes shall be counted which ought not to have been counted, or might have been rejected, the error shall not vitiate the result
of the voting unless it be pointed out at the same meeting, and not in that case unless it shall, in the opinion of the Chairman of the Meeting, be of sufficient magnitude to vitiate the result of the voting.

VOTES OF MEMBERS

21. Every Member shall have one vote, no Member shall have a casting vote.

22. No Member shall be entitled to vote at any General Meeting
if all money presently payable by him to the Company having not been paid.

23. On a poll votes may be given either personally or by proxy.

24. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

25. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a Member of the Company.

26. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of authority shall be deposited at the registered office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than forty eight hours before the time for holding the meeting or adjourned meeting at which the person named .in the instrument proposes to vote, or, in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

27. An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-

”I/We …………………….of…………………….
“In the county of…………………..,being a Member/
“Members of the above named Company, hereby appoint……
“…………………………..of…………………..
“or failing him………………of…………………..
“as my/our proxy to vote for me/us on my/our behalf at the
“Annual or extraordinary as the case may be)General meeting
“of the Company to be held at …………………..
“on the……………….day of……………..19..,and
“adjournment thereof.

“Signed this ………….day of………….19….”

28. The instrument appointing a proxy shall be deemed to confer
authority to demand or join in demanding a poll.

29. Any corporation which is a member of the Company may be resolution of its Directors ** or other governing body authorise such persons as it thinks fit to act as its representative at any meeting of the Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

COUNCIL OF MANAGEMENT

30. Unless otherwise determined by a General Meeting the number of members of the Council of Management shall be not less than six nor more than twenty. The subscribers to the memorandum of Association shall be the first members of the Council, for the purposes of incorporation only the minimum number shall be reduced to two.

31. The members of the Council shall have power at any time, and from time to time, to appoint any person to be a member thereof either to fill a casual vacancy or as an addition to the existing members but so the number of members of the Council shall not at any time exceed the number fixed in accordance with these Articles. Any member so appointed shall hold office only until the next Annual General Meeting and shall then be eligible for re-election, but shall not be taken into account in determining the members of the Council who are to retire by rotation at such meeting.

32. No person who is not a Member of the Company shall be entitled to hold office as a member of the Council.

33. No member of the Council shall vacate his office or he ineligible for re-appointment as a member thereof nor shall any person be ineligible for appointment as a member thereof by reason of his having attained any particular age.

34. No person who is employed by the Company and receiving any salary, fees, remuneration or other benefit in money or money’s worth from the Company shall (save as permitted by clause 4 of the Memorandum of Association) be eligible to be a member of the Council.

35. (a) The business of the Company shall be managed by the Council who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or these Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Council which would have been valid if that regulation had not been made. In particular the Council shall have power to make rules and bye-laws for regulating the use of Members and others of any property of the Company, and for the regulation of all events and competitions put on and run by the Company.

(b) Such rules shall be valid if passed by a majority of members present at a quorate meeting of the Council of Management as set out in Article 46 below of these Articles of Association.

36. Without prejudice to the general powers conferred by Article 37 and to the other powers and authorities conferred as aforesaid, the Council may:-

(1) appoint an, at their absolute discretion, remove or suspend such officers and other staff for permanent, temporary or special services as they may from time to time think fit, and to invest them with such powers as they may think expedient, and to determine their salaries or emoluments, and to require security in such instances and to such amount as they think fit.

(2) Exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking and property, or any part thereof, and to issue debentures, debenture Stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or of any third party.

37. Any cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case maybe, in such manner as the Council shall from time to time by resolution determine.

38. The Council shall cause minutes to be made of all appointments of officers made by them, of the names of the members of the Council present at each meeting of the Council and of all resolutions and proceedings at all meetings of the Company, and of the members of the Council and of committees of Council and any such minutes if 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.

39. The Council may act notwithstanding any vacancy in the Council but if the number of members thereof is less than the minimum prescribed herein they may only act members to admit persons to membership of the Company fill vacancies in the Council or summon a General Meeting.

DISQUALIFICATION OF MEMBERS OF THE COUNCIL OF MANAGEMENT

40. A member of the Council shall cease to be a member thereof if he:-

(a) has a receiving order made against him or he makes any arrangement or composition with his creditors generally; or

(b) becomes prohibited from being a director by reason of any Order made under Section 295 to 299 of the Act; or

(d) by notice in writing to the Company resigns his office; or

(e) is removed from office by a resolution duly passed pursuant to Section 303 of the Act; or

(f) ceases to be a member of the Company; or

(g) is directly or indirectly interested in any contract with the Company and fails to declare the nature of his interest in manner required by Section 317 of the Act; or

(h) is in receipt of money or money’.s worth from any person, persons or company active in the fishing tackle trade, either in production, manufacture, wholesale or retail, other than given discount on items purchased and paid for by the person; or

(i) is a current member of the Committee of an organisation, based in Somerset, engaged in offering angling facilities to its members; or

(j) is engaged in a business offering angling facilities to members of the public, whether as owner, part owner or employee.

ROTATION OF MEMBERS OF THE COUNCIL OF MANAGEMENT

41. (a) At the first Annual General Meeting of the Company all the Members of the Council shall retire from office and at the Annual General Meeting in every subsequent year one third of the Members thereof for the time being or, if their number is not three or any multiple of three the number nearest one-third shall retire from office.

(b) The Members of the Council to retire in every year shall be those who have been longest in office since their last election, but as between persons who became members on the same day those to retire shall (unless they otherwise agree between themselves) be determined by lot.

(d) The Company at the meeting at which a member of the Council retires in manner aforesaid may fill the vacated office be electing a person thereto, and in default the retiring member shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such member shall have been put to the meeting and lost.

(e) The Company may from time to time by Ordinary Resolution increase or reduce the number of members of the Council and may also determine in what rotation the increased or reduced number is to retire from office.

42. The Company may by ordinary resolution, of which special notice has been given in accordance with section 379 of the Act, remove any member of the Council before the expiration of his period of office notwithstanding anything in these articles or in any agreement between the Company and such member.

43. The Company may by ordinary resolution appoint another person in place of a member of the Council removed from office under the immediately preceding article. Without prejudice to the powers of the members of the Council under article 34 the Company in General Meeting may appoint any person to be member thereof either to fill a casual vacancy or as additional member. The person appointed to fill such a vacancy shall be subject to retirement at the same time as if he had become a member of the Council on the day on which the member in whose place he is appointed was last elected a member thereof.

PROCEEDINGS OF THE COUNCIL OF MANAGEMENT

44. Subject to the provisions of the Articles the Council may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes the Chairman shall have a second or casting vote. A member of the Council may, and the Secretary on the requisition of a member of the Council shall, at any time summon a meeting of the Council. It shall not be necessary to give notice of a meeting of the Council to any member thereof for the time being absent from the United Kingdom. The quorum necessary for the transaction of the business of the Council shall be four.

45. A resolution in writing signed by all the Members of the Council for the time being entitled to receive notice of a meeting of the Council shall be as valid and effectual as if it had been passed at a meeting of the council duly convened and held.

THE SECRETARY

46. The Secretary shall be appointed by the Council of Management 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.

THE SEAL

47. The Council shall provide for the safe custody of the Seal, which shall only be used by the authority of the Council and every instrument to which the Seal shall be so affixed shall be signed by a member of the Council and shall be countersigned by the Secretary or by a second member of the Council or by some other appointed by the Council for the purpose.

ACCOUNTS

48.
(1) The Council shall in conformity with the requirements of Section 221 of the Act cause proper books of account to be kept with respect to:-

(a) The assets and liabilities of the Company;

(b) All sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place;

(2) Proper books shall not be deemed to be kept if they are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

49. (a) The books of account shall be kept at the registered office of the Company, or (subject to Section 222 of the Companies Act, 1985) at such other place or places as the Council shall think fit, and shall always be open to the inspection of the Council.

(b) The Council shall from time to time determine whether and to what extent and at what time and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being members of the Council and no Member (not being a member of the Council) shall have any right of inspecting any account or book or document of the Company except as conferred by the Statute or authorised by the Council or by the Company in General Meeting. ·

50. The Council shall from time to time in accordance with the provisions of the Act cause to be prepared and to be laid before the Company in General Meeting such receipt and expenditure accounts, balance sheets, group accounts (if any) and reports as are referred to in the Act.

51. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Company in General Meeting, together with a copy of the Auditor’s report, shall be made available at the registered office for inspection by any member of the Company at least twenty-one days before the date of the meeting.

AUDIT

52. Auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

NOTICES

53. A notice may be served by the Company upon any Member either personally or by sending it through·the post addressed to such Member at his registered address as appearing in the Register of Members. Where a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing, prepaying and posting a letter containing the notice and to have been affected in the case of a notice of a meeting at the expiration of twenty four hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

Notice of every General Meeting shall be given in any manner hereinbefore authorised to:-

(a) every Member except those Members who (having no registered address within the United Kingdom) have not supplied to the Company an address within the United Kingdom for the giving of notice to them;
(b) the auditor for the time being of the Company. No other person shall be entitled to receive notices of General Meetings.

54. The Council shall have power from time to time to adopt and make, alter or revoke, bye-laws for the regulation of the Club and otherwise for the furtherance of the purposes for which the Club is established, provided that such bye-laws are not repugnant to the Memorandum of Articles of Association, and do not amount to or involve such an alteration of or addition to those presents as could only lawfully be made by a Special Resolution. All such bye laws for the time being in force shall be binding upon all Members until the same shall cease to have effect or shall be varied or set aside by an Ordinary Resolution of the Club as hereinbefore provided. No Member shall be absolved from such bye-laws by reason of his not having received a copy of the same, or of any alterations or additions thereto, of having otherwise received no express notice of them provided that a copy thereof has been exhibited upon some part of the Club property frequented by all Members. It is expressly declared that without prejudice to the powers of the Council to make rules on other matters the following shall be deemed to be matters which may be governed by bye-laws within the meaning of this Article, that is to say:-

(a) As to the persons eligible for membership of the Club.

(b) As to the condition on which persons shall be admitted to membership of the Club.

(d) As to the amount of the entrance fee (if any) subscription or other financial contribution payable by the members of each such category and how and when the same are to be paid.

(e) As to the manner in which membership of the Club may be terminated or shall determine.

(f) As to all matters governing the powers and activities of sections.

(g) As to the rights and privileges to be accorded to and the qualification restrictions and conditions to be imposed on members of the Club.

(h) As to the committees of members in connection with various branches of the Club’s activities and as to the appointment, removal, qualification, disqualification, duties, powers, and privileges of members of such committees.

(i) As to the conditions upon which non-members of the Club are to be allowed to enjoy the amenities of the Club.

(j) Generally as to all matters connected with the Club and the member of the Club not provided for these presents.