MEMORANDUM of ASSOCIATION of THONGSBRIDGE TENNIS and FITNESS LIMITED 2021 Revision, Version Draft

THE COMPANIES ACT 2016 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION of THONGSBRIDGE TENNIS AND FITNESS LIMITED 2021 Revision, Version Draft

1. The name of the Company (hereinafter called “the Club”) is “Thongsbridge Tennis and Fitness Limited”. 2. The registered office of the Club will be situate in England. 3. The objects for which the Club is established are:-

(a) to provide facilities for and promote participation of the whole community in the sports of Tennis and Fitness

(b) to afford its Members facilities for lawn tennis, fitness training and any other outdoor or indoor sports, pastimes, games, recreations, amusements and entertainments that may be considered desirable; and to buy, sell, exchange, or hire all articles, tools, implements, fixtures, furniture apparatus, utensils and things used in the before mentioned sports, pastimes, games, recreations, amusements and entertainments, and also to buy, sell and deal in all kinds of provisions, liquors, and all other refreshments and things required by persons frequenting the Club’s club house, grounds and premises and to obtain all licences and authorities necessary for the purpose aforesaid;

(c) to acquire and hold by purchase taking on lease or otherwise, lands, tenements, hereditaments, easements and buildings and all other property (real and personal) which the club for the purposes thereof may from time to time think properly to acquire and which may lawfully be held by them, and to resell, assign, lease, under lease, or sublet, surrender, exchange, mortgage, turn to account, or dispose of such property or any part thereof;

(d) to provide courts and grounds at Thongsbridge, Holmfirth, West Yorkshire or elsewhere and to lay out and prepare, maintain and improve such grounds for the purposes of the Club;

(e) to provide Facilities in connection therewith and to furnish, equip and maintain the same to be used by the members of the Club and others, either gratuitously or upon such terms as shall be agreed upon;

(f) to erect, maintain, improve, demolish, alter and rebuild any buildings or works for the purposes of the Club;

(g) to hold matches, tournaments, competitions and other meetings of that nature to promote any of the objects of the Club as set forth in sub-clause (a) hereof or for the benefit of charities or other like objects and to offer and grant or contribute towards the provision of prizes, awards and distinctions;

(h) to promote social engagement between the Members of the Club and their friends and for the purpose to hold concerts, dances, dramatic and other like entertainments;

(i) to permit any person or persons club or Society to use and enjoy the lands, buildings, tenements and hereditament of the Club for such purposes and upon such terms and conditions as the Club shall determine;

(j) to invest and deal with the monies of the Club not immediately required upon such securities and in such manner as may from time to time be determined;

(k) to borrow or raise money by the issue of or upon bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Club or by mortgage or charge of all or any part of the property of the Club both present and future;

(l) to collect, receive, recover or otherwise acquire funds and property by contributions, subscriptions, monies charge for admission to sporting, athletic or other entertainments, gifts, legacies or otherwise for the objects of the Club or any of them and to grant any rights and privileges to members;

(m) to employ the income, funds and property of the Club for any of the objects of the Club;

(n) to develop and turn to account any land acquired by the Club or in which it is interested and in particular by laying out and preparing the same for building purposes, constructing, altering, pulling down, decorating, maintaining, fitting up and improving building and conveniences and by planting, paving, draining, farming, cultivating, letting on building, occupation or agricultural leases or agreements and by advancing money to and entering into contracts and arrangements of all kinds with builders, tenants, farmers and others;

(o) to sell dispose of the undertaking of the Club or any part thereof for such consideration as the Club may think fit and in particular for shares, debentures or securities of any other company or club having objects altogether or in part similar to those of this Club;

(p) to engage, hire and dismiss clerks, caretakers, stewards, workmen, labourers and others and otherwise enter into verbal or written agreements with such persons;

(q) to do all or any of the above things as principals, agents, trustees or otherwise and either alone or in conjunction with others;

(r) to do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

4. The liability of the Members is limited.

5. The income and property of the Club, whencesoever derived, shall be applied solely towards the promotion of the objects of the Club 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 the Members or third parties provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Club or to any Member or other person in return for any services actually rendered to the Club, or prevent the issuing of debentures to or the borrowing of money from Members or any persons at a fixed rate of interest.

6. Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he or she is a Member or within one year afterward for payment of the debts and liabilities of the Club contracted before the time at which he or she ceases to be a member and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributors amongst themselves such amount as may be required not exceeding for members the sum of One pound (£1).

7. If upon the winding up or dissolution of the Club 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 but shall be given or transferred to a “CASC (Community Amateur Sports Club) approved sporting or charitable purposes”. For example, another Club which is itself a CASC whose objects are similar to those of the Club or to the governing body of an eligible sport for the purposes of which the Club existed for use in community sport at or before the time of dissolution and if and so far as effect cannot be given to such provision then to a registered charity.

We, the persons whose names and addresses are written below, wish to be formed into a company under this Memorandum of Association

Names and Addresses of Subscribers

Nadeem Butt c/o Thongsbridge Tennis & Fitness Club Miry Lane Thongsbridge Holmfirth HD9 7RY

Elizabeth Clowes c/o Thongsbridge Tennis & Fitness Club Miry Lane Thongsbridge Holmfirth HD9 7RY

THE COMPANIES ACT 2016 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION of

THONGSBRIDGE TENNIS AND FITNESS LIMITED 2021 Draft, Revision 1

Interpretation

1. In these Articles:-

“the Club” means the Company

“the President” an honorary position, proposed by the Board and approved by the members at an AGM. The President is invited to the monthly Board meeting in an advisory capacity but does not have voting rights.

“Chair” means the Director appointed by the Board to act as the chair of the Board. The Chair will be elected on an annual basis by the board and would be expected to retain that position normally for a period of up to 3 years, unless they otherwise decide to step down.

“Vice Chair” means the Director appointed by the Board to act as vice chair of the Board, who will act as the chair in the absence of the chair, and who in the interests of continuity will normally be appointed to succeed the Chairman at the end of the latter’s term of office

“the Board” means the board of Directors of the Club (minimum of 5 and no more than 8 Directors) for the time being appointed pursuant to article 20 of these Articles

“Secretary” means any Director(s) appointed or elected by the Board to perform the duties of Company Secretary of the Club pursuant to Companies Act 2006, Part 12

“Director” means a full member of the club being appointed pursuant to article 20 of these Articles normally serving no more than 3 years.

“committee” normally made up of 1 full tennis member, 1 full fitness member and a representative of the Junior section. The representative from the Junior section does not ordinarily have to be a full

member. Committee members are invited to regular board meetings in an advisory capacity but do not have voting rights.

“Rules” means the rules promulgated from time to time by the Board of Directors and relating to the use of the Club and its facilities. The club rules should be reviewed biannually

“the Act” means the Companies Act 2016

“the Office” means the registered office of the Club

“Disciplinary Code” means the disciplinary code of the LTA (Lawn Tennis Association) in force from time to time

“LTA means LTA CLG (Lawn Tennis Association Company Limited by Guarantee) and its subsidiaries or such successor entity or entities as become(s) the governing body of the game of lawn tennis from time to time;

“Member” means a member of Thongsbridge Tennis and Fitness Limited

“LTA Rules” means the rules of the LTA as in force from time to time

Words importing the masculine gender include the feminine and vice versa.

2. These Articles shall be construed with reference to the provisions of the Act and terms used in these Articles shall be taken as having the same respective meanings as they have when used in the Act.

Members

3. Membership of the Club shall be open to anyone interested in the Club’s sports and fitness provision regardless of sex, age, disability, ethnicity, nationality, sexual orientation, religion or other beliefs. However, limitation of membership according to available facilities is allowable on a non- discriminatory basis. The Members of the Club shall be:-

(a) such persons as at the date of adoption of these Articles are registered as Members of the Club; and

(b) such other persons as shall be admitted as Members of the Club in accordance with these Articles

and details of all such persons shall be entered in the Register of Members.

4. Membership shall be divided into classes, known as Tennis, Fitness, Joint and Social Members and shall enjoy the following rights, depending on such status:-

(a) Tennis Members shall have use of all tennis facilities of the Club

(b) Fitness Members shall have use of all fitness facilities of the Club

Sub-categories of membership may from time to time be added or removed by order of the Board. The Club will offer different classes of membership on a non-discriminatory and fair basis, endeavouring to keep subscriptions at levels that will not pose a significant obstacle to participation. These classes of membership may relate to whether the member: is a student; is waged or unwaged; the member is a playing or non-playing member; limitations on the Member’s ability to access the facilities due to partial residence in the locality and whether there is restriction on the days or times when the Member chooses to access to the Club’s facilities.

5. On the recommendation of the Board, any person being a Member may, at any General Meeting of the Club, be elected an Honorary Life Member without any special payment. Every such Honorary Life Member shall be entitled to all the privileges and be subject to all the duties of a tennis, fitness or joint member of the Club( as the case may be) during his or her lifetime (subject nevertheless to the provisions of Article 11) without any further payment annual or otherwise except in respect of his or her guarantee contained in paragraph 6 of the Memorandum of Association of the Club.

6. Anyone wishing to become a Member must complete the Club’s application form and present the same to a member of the Board or other Member or employee as may be designated by the Board for that purpose from time to time with the appropriate entrance fee and subscription. The applying Member shall confirm that he or she has read a copy of the Rules and Memorandum & Articles of Association displayed on the Club notice board and on the club website by ticking the appropriate box on the application form. For the avoidance of doubt, signing of the membership form will be taken as acceptance the Rules and Memorandum & Articles have been agreed to. The Board may refuse membership, or remove it, only for good cause such as conduct or character likely to bring the Club or sport into disrepute. Appeal against refusal or removal may be made to the President. If the Board refuses membership to any applicant for any reason whatsoever the entrance fee and subscription will be returned. The Board shall be duty bound to promote membership to the whole community and to encourage participation by facilitating membership that enables participation at all levels and through various engagements with the sport and fitness provision, which shall broadly be construed as any non- paid work undertaken on behalf of the Club. A person applying for membership may not apply more than once in 12 months.

7. Subject to approval by the Board , membership of the Club is open to all without discrimination.

8. On election of a new Member, employees of the Club will present the new member with any membership information about the Club as the member requires.

9. The annual subscription and entrance fee (if any) payable by Members shall be such as the Board from time to time prescribes. If any Member fails to pay his or her subscription fee within one month of the date prescribed from time to time by the Board, he or she shall be deemed to have resigned.

10. On the recommendation of the Board, any person being a Member may, at any Board meeting by two thirds majority vote, be awarded a Free Membership for a period of up to 12 months. Free Member shall be entitled to all the privileges and be subject to all the duties of a tennis, fitness or joint member of the Club without the payment of an annual subscription. The Free Membership may be extended annually by two thirds majority vote of the Board.

11. A Member may at any time by giving notice to the Board, resign his or her membership of the Club but shall continue to be liable for any annual subscription due and unpaid at the date of his resignation. Any such Member having discharged all his liabilities to the Club and wishing to rejoin may be proposed as herein before provided and the Board may at its discretion excuse him or her from paying any entrance fee.

12. If the Board shall have reason to think that the conduct of the Member is prejudicial to the interests of the Club it may call upon such Member for an explanation of his conduct and if the same shall prove unsatisfactory the Board may give the Member in question the opportunity of resigning otherwise the Board shall in its absolute discretion have power to expel him from the Club.

13. The rights and privileges of every Member shall be personal and shall not be transferable and shall cease upon death.

14. The procedure for introducing visitors shall be that laid down from time to time in the Rules.

Meetings

15. The Club shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in the year and shall specify the meeting as such in the notices calling it and not more than fifteen months shall elapse between the date of one Annual General Meeting of the Club and that of the next Annual General Meeting, unless allowed by Government legislation. Annual General Meetings shall be held at such time and place as the Executive shall appoint.

16. All Meetings called for and open to the whole membership other than Annual General Meetings shall be called Extraordinary General Meetings.

17. An Extraordinary General Meeting may be convened at any time by the Board and shall be convened by them whenever a requisition signed by either forty Members of the Club or one-fifth of the total membership of the Club whichever is the lower and stating generally the object of such meeting is deposited at the Office.

18. An Annual General Meeting and an Extraordinary General Meeting called for the passing of a Special Resolution shall be called by twenty one days’ notice in writing at the least. An Extraordinary General Meeting not called for the passing of a Special Resolution shall be called by fourteen days’ 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 meeting and in case of special business the general nature of that business and shall be posted on the notice board of the Club, the club's website and posted to all members by mail/email.

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

20. The business of the Annual General Meeting shall be a) to receive the Club's annual accounts, b) to consider and if thought expedient to adopt wholly or in part in any modified form any reports of the proceedings of the Board since the last preceding Annual General Meeting c) to elect the Directors and the Committee for the ensuing year and d) to transact all such other business as by the Act and these Articles can be transacted at an Annual Meeting and as may be admitted by the Chairman of the Club.

21. No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Twenty Adult Tennis and Fitness Members present in person shall be a quorum.

22. At every General Meeting the Chair of the Board shall be Chair of the Meeting but 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 Vice-Chair shall act in his stead and if neither the Chair nor the Vice-Chair shall be present within fifteen minutes after the time appointed for the holding of the meeting or either of them is unwilling to act a Chair shall be elected from among the Members present.

23. The Chair may with the consent of any General Meeting adjourn the same 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. It shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

24. At any General Meeting a declaration by the Chair that any resolution has been carried or lost and an entry to that effect in the records containing the minutes of the proceedings of the Club shall be

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

25. Every Member (except Social Members) over 18 years of age on the 1st January preceding such meeting may vote at a General Meeting. Every such Member shall have one vote and voting by proxy shall not be permitted. No Member shall be entitled to vote at any meeting unless all the monies then due from them to the Club have been paid. Members who have suspended their membership/not full current members shall not be entitled to vote. In exceptional circumstances such as the Covid pandemic the board can consider extending this right to vote to members who may have temporarily suspended their membership. Voting shall be transacted by a show of hands or by a ballot.

26. In the case of an equality of votes the Chairman of a General Meeting shall be entitled to a second or casting vote.

Board and Officers

27. (a) The affairs of the Club, except those matters reserved for the Club in General Meeting, shall be managed by the Board and subject to the provisions of the Memorandum of Association and of these Articles the Board shall have full powers of management and control of the Club and shall exercise all such powers and do all such acts and things as may be exercised and done by the Club.

(b) Without prejudice to the generality of the preceding sub-clause (a) of this Article, the Board may:-

(i) exercise all powers of the Club to borrow or raise money by the issue of, or upon bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Club, or by mortgage or charge of all or any part of the property of the Club both at present and future;

(ii) engage, control, pay and dismiss employees of the Club.

(c) the Board shall exercise its powers in connection with the President and committee, and which shall advise the Board from time to time at the Board’s request. For the avoidance of doubt, the President and committee shall not fetter the Board’s discretion as regards the exercise of the Board’s powers whether under these Articles or otherwise and the Board has no obligation to act on any advice or recommendation of the President and committee.

28. The Board shall consist of the Chair, the Vice-Chair, Financial Director and the Secretary, and such other people as shall be appointed or elected to the Board pursuant to these Articles of Association. A minimum of 50% board members shall form a quorum. Only fully paid up Tennis or Fitness Members

over 18 years of age may be members of the Board. Any three members of the Board (one of those three being the Chair and/or the Finance Director) shall be authorised to make payments in excess of £ 1500 on behalf of the Club and authorise the spending of the Club’s money providing that such spending is approved by the Board. (For the avoidance of doubt, the General Manager is authorised to make payments in any amount up to and including £ 1500, or any other figure agreed by the board.)

30. All the members of the Board and all members of the committee, shall be elected at the Annual General Meeting. All elected members of the Board and the committee shall hold office until the next Annual General Meeting following their election.

31. The office of President, Director, member of the committee shall be vacated if the member:-

(a) ceases to be a Member of the Club; or

(b) becomes bankrupt or makes any arrangement or composition with his creditors generally; or

(d) becomes of unsound mind; or

(e) resigns his office by notice in writing to the Club

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

32. A member of the Board shall not vote in respect of any contract in which he is interested or any matter arising therefrom unless he has declared his or her interest in the matter pursuant to Section 317 of the Act.

33. The election of members of the Board and of the committee shall take place in the following manner:-

(a) any two Members entitled to attend and vote at a General Meeting of the Club shall be at liberty to nominate a member to serve as a member of the Board and/or committee;

(b) no person (other than incumbents who shall, if they are so willing, be eligible for re-election at all relevant General Meetings) shall be eligible for election as a member of the Board and/or committee (as appropriate) at any General Meeting unless not less than ten and no more than twenty one days before the date appointed for the meeting there shall have been delivered to such person appointed by the Chair of the Board, notice in writing signed by two Members

duly entitled to attend and vote at the Meeting for which such notice is given of their intention to propose such person for election;

(c) each Member present at a General Meeting entitled to vote shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. In case there shall not be a sufficient number of candidates nominated the retiring Board and committee shall fill the remaining vacancy or vacancies.

34. The Board and/or the committee may co-opt any Member to serve on the Board and/or committee (as appropriate) until the following Annual General Meeting.

35. The Board and the committee may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting of the Board and the committee shall be decided by a majority of votes of the members of the Board (as the case may be) present and in the case of an equality of votes the Chair shall have a second or casting vote. A member of the Board or committee may at any time request a meeting of the Board or committee (as appropriate). It shall not be necessary to give notice of a meeting of the Board or committee to any member of the Board or committee (as the case may be) for the time being absent from the United Kingdom.

36. The Chair shall be Chair of the meetings of the Board and the committee meetings. If at any meeting (of either the Board or committee) the Chair is not present within ten minutes after the time appointed for holding the same, the Vice-Chair shall act as Chair of the meeting. If neither the Chair nor the Vice- Chair are present within ten minutes of the time appointed for holding such meeting, the members of the Board or (as the case may be) committee present may choose one of their number to be chair of the meeting.

37. The Board and the committee may appoint sub-committees consisting of any Members of the Club and may delegate any of the powers of the Board to such sub-committees. Any sub-committee so formed shall in the exercise of the power so delegated conform to any regulations that may be imposed on it by the committee.

38. Subject to these Articles the Board is empowered to make repeal and amend such by-laws and rules (“the Rules”) as it may from time to time consider necessary or expedient or convenient for the proper conduct and management of the Club. The Board shall use all reasonable endeavours to bring the Rules and any repeal of or amendment to them to the attention of the Members as soon as is reasonably practicable after the Rules are so made, repealed or amended.

Accounts

39. The Board shall cause proper books of account to be kept with respect to:-

(a) all sums of money received and expended by the Club and the matters in respect of which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Club;

40. The books of account shall be kept at the Office or at such other place or places as the Board thinks fit and shall always be open to the inspection of members of the Board and committee.

41. A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Club in General Meeting together with a copy of the accountant's report shall not less than twenty one days before the date of the Meeting be made available to every Member applying for a copy of the same of and every holder of debentures of the Club provided that this Article shall not require a copy of those documents to be sent to any person of whose address the club is not aware or to more than one of the joint holders of any debenture.

Audit

42. Auditors may be appointed and their duties regulated in accordance with Companies Act 2006, Part 16.

Bar

43. The permitted opening hours of the bar shall as from the date of adoption of these Articles be such as may from time to time be determined by the Board in accordance with the provisions of the Licensing Acts and as notified by the Clerk to the Licensing Justices and as posted on the Club notice board.

Articles and Rules

44. All new Articles and Rules and any amendments to the same shall comply with the requirements of the Licensing Acts and be notified as directed in those Acts.

45. Interpretation of all the rules will be consistent with the statutory requirements for CASCs (which means Community Amateur Sports Clubs as first provided for by the Finance Act 2002).

LTA Registered Place to Play

46. Each member agrees as a condition of membership to be bound by and subject to the rules of the Club Each tennis members agrees to be bound by and subject to the LTA Rules and Disciplinary Code

47. The Club agrees that each member of the Board and committee will be required, as a condition of election or appointment, to agree to be bound by and subject to the Club rules, the LTA Rules and the Disciplinary Code, such an agreement to contain an express acknowledgement that the Contracts (Right of Third Parties) Act 1999 applies and that the LTA and Thongsbridge Tennis and Fitness can enforce any breach at its option and in its sole discretion.

48. The Club agrees that all unlicensed and all unregistered tennis coaches and, so far as is reasonably practical, players and other persons using the facilities of Thongsbridge Tennis Club will be required, as a condition of such use, to be bound by and subject to the rules, the LTA Rules and the Disciplinary Code, such as an agreement to contain and express acknowledgement that the Contracts (Rights of Third Parties) Act 1999 applies and that the LTA and the Club can enforce any breach at its option and its sole discretion.

General

49. Every member shall from time to time communicate to the Secretary his address and email address. Such addresses shall be inserted in the Register of Members and all notices sent by post or email to such address shall be deemed to have been duly delivered at the expiration of 24 hours after the letter containing the same is posted.

50. Nothing herein shall affect a member’s liability as provided in and by the Memorandum of Association.

Names and Addresses of Subscribers

Nadeem Butt c/o Thongsbridge Tennis & Fitness Club Miry Lane Thongsbridge Holmfirth HD9 7RY

Elizabeth Clowes c/o Thongsbridge Tennis & Fitness Club Miry Lane Thongsbridge Holmfirth HD9 7RY

The revised articles should be signed by the current Chair and Vice Chair