Scottish Clay Target Association Ltd.

Summary of Association Objectives & Management

Summary of Association Objectives & Management

1. ASSOCIATION OBJECTIVES
To promote and encourage in every way at local and international level the sport of clay target shooting and to act as the sole governing body for the sport in Scotland and in co-operation with the governing bodies in England, Wales and Ireland to promote the sport throughout the UK. To liaise and affiliate as required with all appropriate international bodies for the furtherance of the sport and to consult and liaise with the Scottish Sports Council, the Scottish Target Shooting Federation, Commonwealth Games Council (Scotland) and any other body as deemed necessary for the furtherance of the sport.

To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Association's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Association may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.

2. MEMBERS LIABILITY
Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1) to the Association's assets if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Association's debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.

3. INCOME & PROPERTY OF THE ASSOCIATION
The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this document 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 Association.

Provided that nothing herein shall prevent any payment in good faith by the Association ;

Of reasonable and proper remuneration to any member, officer or servant of the Association for any services rendered to the Association;

Of interest on money lent by any member of the Association at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base-lending rate of a clearing bank to be selected by the directors;

Of reasonable and proper rent for premises demised or let by any member of the Association;

Of fees, remuneration or other benefit in money or money's worth to any company of which a member may also be a member holding not more than 1% of the issued share capital of that company;

To any director of out-of-pocket expenses;

Of any premium in respect of any such insurance as is permitted by the Memorandum of Association of the Association.

4. WINDING UP OR DISSOLUTION
If upon the winding-up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of their Articles, such institution or institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.

5. DEFINITIONS
In this document

"the Act" means the Companies Act 1985, but so that any reference in this document to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

" The Association" means the Scottish Clay Target Association Limited.

"Executive Director" means those directors appointed by the Management Board to fulfil the roles of President, Secretary and Treasurer and who are accountable to the Management Board for the day-to-day management of those specific roles.

"The Board" means the Management Board of the Association comprising all of the appointed directors of the Association responsible for the management of the Association.

6. MEMBERS
The subscribers to the Memorandum of Association of the Association, every person who was a fully paid up member of the unincorporated association known as the Scottish Clay Target Association on 31 March 2000, and such other persons as are admitted to membership in accordance with these Articles shall be members of the Association. No person shall be admitted as a member of the Association unless the Board approves him. Every person who wishes to become a member shall deliver to the Association an application for membership, in such form as the Board requires, executed by him.

A member may at any time withdraw from the Association by giving notice in writing to the Association. Membership shall not be transferable and shall cease on death.

7. GENERAL MEETINGS AND RESOLUTIONS
All general meetings, whether annual general meetings or extraordinary general meetings, shall be called by at least 28 clear days' notice but a general meeting may be called by shorter notice if it is so agreed:-

In the case of an annual general meeting, by all the members entitled to attend and vote thereat; and
In the case of any other general meeting by a majority in number of the members having a right to attend and vote being a majority together holding (subject to the provisions of any elective resolution
of the Association for the time being in force) not less than 95% of the total voting rights at the meeting of all members.

The notice shall specify the time and place of the meeting and, in the case of an annual general meeting, shall specify the meeting as such.

The notice shall be given to all the members and to every director and the auditors.

No business shall be transacted at any general meeting unless a quorum is present. A quorum shall be 25 members present in person at the meeting.

If a quorum is not present within half an hour from the time appointed for a general meeting the general meeting 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 Board may determine; and if at the adjourned general meeting a quorum is not present within half an hour from the time appointed therefor such adjourned general meeting shall be dissolved.

Resolutions under section 303 of the Act for the removal of a director before the expiration of his period of office and under section 391 of the Act for the removal of an auditor before the expiration of his period of office shall only be considered by the Association in general meeting.

On a show of hands and on a poll every member present in person shall have one vote.

8. ANNUAL GENERAL MEETING
The annual general meeting of the Association will be held no later than the 30 November in each year for the following purposes and will be chaired by the President or a member duly nominated by him for that purpose:

To receive the Association's annual accounts for the previous accounting reference period.

To ratify the appointments of Life Presidents and Honorary Members and appoint such honorary officers or advisors as deemed appropriate or recommended by the Board.

To reappoint directors retiring at the annual general meeting and to appoint new directors.

To appoint an auditor (if required by the Act).

To discuss any other business specified in the notice of the meeting.

To discuss in open forum any other business brought up from the floor of the meeting with the approval of the chairman.

9. EXTRAORDINARY GENERAL MEETING
The Board may call general meetings and an extraordinary general meeting of the Association shall be convened by the Board on the requisition of not less than 25 members of the Association or by members representing not less than one tenth of the total voting rights of all the members having, at the date of deposit of the requisition, a right to vote at general meetings, whichever shall be the lesser. Any such requisition must state the proposed business of such meeting and shall be deposited at the registered office.

If the Board does not within 21 days from the date of deposit of the requisition proceed duly to convene a meeting, the requisitionists, or any of them representing more than one half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of 3 months from that date.

10. APPOINTMENT OF DIRECTORS
The maximum number and minimum number respectively of the directors may be determined from time to time by ordinary resolution. Subject to and in default of any such determination the maximum number of directors shall be fifteen and the minimum number of directors shall be five.

The first directors of the Association shall be the persons named in the prescribed form delivered to the Registrar of Companies in accordance with section 10 of the Act and shall comprise the members of the Management Committee of the unincorporated association as the Scottish Clay Target Association as at the date of incorporation of the Association. Every such director shall retire from office at the time he would have been due to retire from the Management Committee of the aforesaid unincorporated association after his last appointment or reappointment thereto, unless he vacates office earlier in accordance with these Articles. A director so retiring shall be eligible for reappointment.

No person shall be appointed or reappointed a director at any general meeting unless either:-

He is recommended by the directors; or

Not less than 40 clear days before the date appointed for the general meeting, notice signed by not less than 10 members qualified to vote at the general meeting has been sent by recorded delivery mail to the Association's registered office of the intention to propose that person for appointment or reappointment, together with notice signed by that person of his willingness to be appointed or reappointed.

Subject to the above, the Association may by ordinary resolution appoint any person who is willing to act to be a director, either to fill a vacancy or as an additional director.

The directors may appoint a person who is willing to act to be a director, either to fill a vacancy or as an additional director, provided that the appointment does not cause the number of directors to exceed any number determined in accordance with the Article above as the maximum number of directors and for the time being in force.

Every director appointed or reappointed pursuant to Articles above shall, unless he vacates office earlier in accordance with this document, hold office only until the conclusion of the fourth annual general meeting following his last appointment or reappointment. Subject to the above a director who retires at an annual general meeting may, if willing to act, be reappointed.

11. EXECUTIVE DIRECTORS
The Board shall appoint a President, Treasurer and a Secretary from among their number and may at any time remove from office any person so appointed and appoint another director in his stead, provided always that no director may hold more than one such executive office at a time.

The President shall, unless he is unwilling to do so, preside as chairman at every meeting of the Board at which he is present: but if he is unwilling to preside or is not present within 5 minutes after the time appointed for the meeting, the directors present may choose one of their number to be chairman of the meeting.

12. POWERS AND DUTIES OF THE BOARD
The business of the Association shall be managed by the Board, who may pay all expenses incurred in promoting and registering the Association, and may exercise all such powers of the Association as are not, by the Act or by Articles, required to be exercised by the Association in general meeting, subject nevertheless to the provisions of the Act or Articles and to such regulations, being not inconsistent with the aforesaid provisions, as may be prescribed by the Association in general meeting; but no regulation made by the Association in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.

13. BORROWING POWERS
The directors may exercise all the powers of the Association to borrow money without limit as to amount and upon such terms and in such manner as they think fit, and to grant any mortgage, charge or standard security over its undertaking and property, or any part thereof, and to issue debentures, whether outright or as security for any debt, liability or obligation of the Association or of any third party.

14. ALTERNATE DIRECTORS
Unless otherwise determined by the Association in general meeting by ordinary resolution an alternate director shall not be entitled as such to receive any remuneration from the Association, save that he may be paid by the Association such part (if any) of the remuneration otherwise payable to his appointer as such appointer may by notice in writing to the Association from time to time direct, and the first sentence of regulation 66 in Table A shall be modified accordingly.

A director, or any such other person as is mentioned in regulation 65 in Table A, may act as an alternate director to represent more than one director, and an alternate director shall be entitled at any meeting of the directors or of any committee of the directors to one vote for every director whom he represents in addition to his own vote (if any) as a director, but he shall count as only one for the purpose of determining whether a quorum is present.

15. DISQUALIFICATION AND REMOVAL OF DIRECTORS
If so resolved by the majority of directors present at any properly convened Board meeting any director may be asked to resign with immediate effect or on a particular stated date. If such director refuses to resign then the Board may by like resolution remove him from office and may appoint another member of the Association, willing to act, in his place. A director so removed by the Board has the right of appeal to the members in general meeting.

The office of a director, shall be vacated if:-

He ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from being a director; or

He becomes bankrupt or makes any arrangement or composition with his creditors generally; or

An order is made by a court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs; or

He resigns his office by not less than one month's written notice to the Association; or he ceases for any reason to be a member of the Association; or

He shall have been absent from 3 consecutive meetings of the Board without permission of the directors and the Board resolves that his office be vacated.

16. GRATUITIES AND BENEFITS
The directors may exercise the powers of the Association conferred by its Memorandum of Association in relation to the payment of gratuities and other benefits and shall be entitled to retain any benefits received by them or any of them by reason of the exercise of any such powers.

17. PROCEEDINGS OF DIRECTORS
Meetings of the Board shall be held at intervals not greater than three months and shall be convened by the President or two other directors upon giving not less than 14 days' written notice to all directors entitled to attend.

The Board may invite anyone to attend and speak at meetings of the Board. Save as hereinafter provided, discussions between members of the Board shall at all time remain private and confidential.

The quorum for the transaction of business at meetings of the Board will be five.

A director may vote, at any meeting of the directors or of any committee of the directors, on any resolution, notwithstanding that it in any way concerns or relates to a matter in which he has, directly or indirectly, any kind of interest whatsoever,

And if he shall vote on any such resolution his vote shall be counted; and in relation to any such resolution as aforesaid he shall (whether or not he shall vote on the same) be taken into account in calculating the quorum present at the meeting.

Each director shall comply with his obligations to disclose his interest in contracts under section 317 of the Act.

18. COMMITTEES
The Board may delegate any of their powers to committees consisting of such members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board and shall fully and promptly report all acts and proceedings to the Board as soon as is reasonably practicable.

The quorum for the transaction of the business of a committee shall be five. A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

The President or any other director nominated by him shall be an ex officio member of every committee and may act as secretary to such committees.

A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in the case of an equality of votes the chairman shall have a second or casting vote.

19. MINUTES
Minutes of every meeting will be kept and, once signed by the chairman of that meeting or the next meeting, shall be open to the inspection of the members in accordance with the Act.

20. ACCOUNTS
The Board shall cause accounting records to be kept in accordance with the provisions of the Act.

The accounting records shall be kept at the registered office of the Association or, subject to the provisions of the Act, at such other place or places as the Board thinks fit, and shall always be open to the inspection of the officers of the Association.

The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members not being members of the Board, and no member (not being a member of the Board) shall have any right of inspecting any account or book or document of the Association except as conferred by statute or authorised by the Board or by the Association in general meeting. Regulation 109 in Table A shall be read and construed accordingly.

The Board shall from time to time in accordance with the provisions of the Act, cause to be prepared and to be laid before the Association in general meeting such profit and loss accounts, balance sheets, group accounts (if any) and reports as are referred to in those provisions.

A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Association in general meeting, together with a copy of the auditor's report (if any), and Board's report, shall not less than 21 days before the date of the meeting be sent to every member of the Association and every person entitled to receive notice of general meetings of the Association.

21. AUDIT
If required by the Act auditors shall be appointed and their duties regulated in accordance with the provisions of the Act.

22. NOTICES
Without prejudice to regulations 112 to 116 inclusive in Table A, the Association may give notice to a member by electronic means provided that:-

The member has given his consent in writing to receiving notice communicated by electronic means and in such consent has set out an address to which the notice shall be sent by electronic means; and

The electronic means used by the Association enables the member concerned to read the text of the notice.

A notice given to a member personally or in a form permitted by Article 20.1 above shall be deemed to be given on the earlier of the day on which it is delivered personally and the day on which it was despatched by electronic means, as the case may be.

23. INDEMNITY
Every director or other officer or auditor of the Association shall be indemnified out of the assets of the Association against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, or in connection with any application under section 727 of the Act in which relief is granted to him by the Court, and no director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred by the Association in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by section 310 of the Act.

The directors shall have power to purchase and maintain for any director, officer or auditor of the Association insurance against any such liability as is referred to in section 310(1) of the Act.

24. RULES OR BYE LAWS
The directors may from time to time make such rules or bye-laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Association and for the purposes of prescribing the classes of and conditions of membership, and in particular but without prejudice to the generality of the foregoing, they shall by such rules or bye-laws regulate:-

The admission and classification of members of the Association, and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.

The conduct of members of the Association in relation to one another, and to the Association's servants.

The setting aside of the whole or any part or parts of the Association's premises at any particular time or times or for any particular purpose or purposes.

The procedure at general meetings and meetings of the directors and committees of the Association in so far as such procedure is not regulated by these presents.

And, generally, all such matters as are commonly the subject matter of Company rules.

The Association in general meeting shall have power to alter or repeal the rules or bye-laws and to make additions thereto and the directors shall adopt such means as they deem sufficient to bring to the notice of members of the Association all such rules or bye-laws, which so long as they shall be in force, shall be binding on all members of the Association. Provided, nevertheless, that no rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, the Memorandum or Articles of Association of the Association.

25. GENERAL
No advice or notification contained in this summary document which is intended to provide an overview of the Association's structure and management will affect or repeal anything contained in, the Memorandum or Articles of Association of the Association. If there is any conflict between this summary and the Memorandum or Articles of Association, the Memorandum and Articles will take precedence.

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