Article 1 Defined terms The articles include In the articles, unless the context requires otherwise: reference to a company secretary. Having a means the articles of “articles” company’s company secretary is no association; longer a legal requirement. includes individual insolvency Where there is none, any “bankruptcy” proceedings in a jurisdiction other than director can perform the role. Nevertheless, the England and Wales or Northern Ireland references to the company which have an effect similar to that of secretary should remain bankruptcy; even if the company has the meaning given in article 26; “chairman” wishes to operate without one. Apart from the of the has the meaning given in article 41; “chairman meeting” definition of and ‘secretary’ in relation to the period of notice means “clear days” in this ‘officers’ a period excluding: the day when the interpretation article, there notice is given or deemed to be given; are also references to the and the day for which it is given or on secretary in Articles 20.3; 22.2; 29; 31.1; 37.2; 37.3; which it is to take effect; and 38.2: and to the means the Companies Acts (as defined “Companies Acts” company secretary in in section 2 of the Companies Act 2006), Articles 12.3; 29.3; 30; and in so far as they apply to the company; 53.3. means a director of the company, and “director” includes any person occupying the position of director, by whatever name called; includes, unless otherwise specified, any “document” document sent or supplied in electronic form; has the meaning given in section 1168 “electronic form” of the Companies Act 2006; has the meaning given in section 112 of “member” the Companies Act 2006; includes the directors and the secretary “officers” (if any); has the meaning given in section 282 of “ordinary resolution” the Companies Act 2006; in relation to a meeting, has “participate” directors’ the meaning given in article 13; has the meaning given in article 47; “proxy notice” and from time to time adopted by the “Rules Regulations” company and its members in accordance with these Articles means any person appointed to perform “secretary” the duties of the secretary of the company has the meaning given in section 283 of “special resolution” the Companies Act 2006; has the meaning given in section 1159 “subsidiary” of the Companies Act 2006; and
Article 1 The articles include reference to a company secretary. Having a company secretary is no longer a legal requirement. Where there is none, any director can perform the role. Nevertheless, the references to the company secretary should remain even if the company wishes to operate without one. Apart from the definition of ‘secretary’ and ‘officers’ in this interpretation article, there are also references to the secretary in Articles 20.3; 22.2; 29; 31.1; 37.2; 37.3; and 38.2: and to the company secretary in Articles 12.3; 29.3; 30; and 53.3. Defined terms In the articles, unless the context requires otherwise: “articles” means the company’s articles of association; “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy; “chairman” has the meaning given in article 26; “chairman of the meeting” has the meaning given in article 41; “clear days” in relation to the period of notice means a period excluding: the day when the notice is given or deemed to be given; and the day for which it is given or on which it is to take effect; “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far 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; “member” has the meaning given in section 112 of the Companies Act 2006; “officers” includes the directors and the secretary (if any); “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006; “participate” in relation to a directors’ meeting, has the meaning given in article 13; “proxy notice” has the meaning given in article 47; “Rules and Regulations” from time to time adopted by the company and its members in accordance with these Articles “secretary” means any person appointed to perform the duties of the secretary of the company “special resolution” has the meaning given in section 283 of the Companies Act 2006; “subsidiary” has the meaning given in section 1159 of the Companies Act 2006; and
Generic-Articles-for-gliding-clubs-BGA-June-2015.docx