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DRAFT MEMORANDUM AND ARTICLES OF ASSOCIATION

ASHTON ON MERSEY RUFC LTD

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THE COMPANIES ACTS 1985 to 1989

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COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

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MEMORANDUM

and

ARTICLES OF ASSOCIATION

- of -

ASHTON ON MERSEYRUGBY UNION FOOTBALL CLUB LIMITED

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Incorporated 2011

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THE COMPANIES ACTS 1985 to 1989

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COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

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MEMORANDUM OF ASSOCIATION

OF

ASHTON ON MERSEY RUGBY UNION FOOTBALL CLUB LIMITED

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1. The name of the Company (hereinafter called "the Club") is Ashton on MerseyRugby Union Football Club Limited. Unless stated to the contrary within this document words and expressions used shall have the same meaning as set out in the Articles of Association of the Club.

2. The registered office of the Club will be situated at Banky Lane,Off Carrington Spur,Ashton on Mersey, Sale,M33 5SL

3. The objects for which the Club is established are:

[(i) to acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as Ashton on MerseyRugby Football Club and to indemnify Ashton on MerseyRugby Football Club, its officers, members, and members of any of its sub-committees against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of Ashton on MerseyRugby Football Club and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Ashton on Mersey Rugby Football Club and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking;

(ii) to provide rugby union,social and other activities and other sports where appropriate and generally to encourage and facilitate the playing of rugby football;

(iii) to provide and maintain Club premises at Banky Lane,Off Carrington Spur,Ashton on Mersey, Sale,M33 5SL;

(iv) to promote, improve, develop and support the interests of rugby union and other sports where appropriate ;

(v) to offer such other benefits to its members as it shall think fit;

to obtain funding for the activities of the Club by collecting entrance fees,membership subscriptions, and match fees, by obtaining sponsorship and other available funding, and through the sale of merchandise and other goods produced by the Club or related to the activities of the Club;

(vii) to promote amateur rugby and other sports where appropriate which support rugby union within the Club;

(viii) to affiliate to the RFU, (through the membership of the Club's nominee to the RFU, such nominee to be the Secretary or another officer of the Club approved by the RFU), and to affiliate to the Constituent Body designated to it by the RFU;

(ix) to comply with and uphold the rules and regulations of the Constituent Body, the RFU and the International Rugby Boardas amended from time to time and the rules and regulations of any body to which the RFU is affiliated;

(x) to acquire, establish, own, operate and turn to account in any way for the members' benefit the rugby union facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;

(xi) to make rules, regulations, bye-laws and standing orders concerning the operation of the Club including without limitation regulations concerning disciplinary procedures that may be taken against the members;

(xii) to discipline the members where permitted by its Rules and to refer its members to be disciplined by the RFU or the Constituent Body (as appropriate) where so required by the rules and regulations of the RFU or the Constituent Body (as the case may be);

(xiii) to undertake and execute charitable trusts relating to the activities of the Club;

(xiv) to make donations or offer support to rugby union clubs which are charities or community amateur sports clubs; and

(xv) to do all such other things as shall be thought fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated in this Clause 3.

In furtherance of the above objects (but not further or otherwise) the Club shall have the following powers:

(1) to purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges anywhere in the world, and to construct, maintain and alter buildings or erections;

(2) to sell, manage, let or mortgage, dispose of or turn to account all or any of the property or assets of the Club subject to such consents as may be required by law;

(3) to execute and do all such other instruments, acts and things as may be requisite for the efficient management, development and administration of the said property;

(4) to borrow or raise money for the objects of the Club on such terms and on such security as may be thought fit subject to such consents as may be required by law;

(5) to take and accept any gift of money, property or other assets whether subject to any special trust or not for the objects of the Club;

(6) to print and publish any newspapers, periodicals, books, articles or leaflets;

(7) to raise funds and organise appeals and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise;

(8) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;

(9) to invest moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

(10) to make any donations in cash or assets or establish or support or aid in the establishment or support of or constitute or lend money (with or without security) to or for any trusts, affiliated clubs, or associations or institutions which are for the benefit of the Club or any part thereof;

(11) to engage and pay any person or persons whether on a full or part time basis or whether as consultant or employee, to supervise, organise, carry on the work of and/or advise the Club;

(12) subject to the provisions of Clause 4 hereof to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their spouses and dependents;

(13) to amalgamate with any companies, institutions, societies or associations which shall have objects altogether or mainly similar to those of the Club or which are for the benefit of the Club or any part thereof and prohibit payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments or distributions are prohibited by this Memorandum of Association;

(14) to pay out of funds of the Club the costs, charges and expenses of and incidental to the formation and registration of the Club; and

(15) to do all such other lawful things as will further the attainment of the objects of the Club or any of them.

4. The income and property of the Club shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the members of the Club or third parties (other than other registered community amateur sports clubs or charities). Any director of the Club may be remunerated or paid by salary or fees or receive any remuneration or benefit in money or money's worth from the Club for discharging his duties as such, provided that such remuneration:

(i) is fixed having regard to the current remuneration of directors in comparable posts;

(ii) does not exceed the general market rate for directors providing comparable services; and

is not to any extent determined by or conditional upon the profits or losses derived from some or all of the activities of the Club or by reference to the level of the Club's gross income from some or all of its activities.

Nothing herein shall prevent any payment in good faith by the Club:

(a) of interest on money lent by a member of the Club or its directors at a commercial rate of interest;

(b) to any director, committee or sub-committee member of reasonable and proper out-of-pocket expenses;

(c) of reasonable and proper rent for premises demised or let by any member of the Club or by any director; or

(d) of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the directors (or any of them) in relation to the Club.

5. The liability of the members is limited.

6. Every member of the Club undertakes to contribute to the assets of the Club, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Club 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, such amount as may be required not exceeding £1 (One pound).

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 be paid to or distributed among the members of the Club equally.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association

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NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

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SUBSCRIBER 1 Mike McCormack

Address 40a Church Lane,Sale, Cheshire, M33 5QP

full names required

SUBSCRIBER 2 John Bolton

Address 43 Barwell Road,Sale,Cheshire, M33 5EE

SUBSCRIBER 3 Dave Ormesher

Address 10 Parkwood,Northenden,Manchester,M23 0AA

Dated: 2010

Witness to the above signatures:

Signature

Name

Address

Occupation

THE COMPANIES ACTS 1985 to 1989

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COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

____________________________________________

ARTICLES OF ASSOCIATION

OF

ASHTON ON MERSEY RUGBY UNION FOOTBALL CLUB LIMITED

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INTERPRETATION

1.1 The following terms shall for the purposes of these Articles bear the meanings set opposite them:

the Act	the Companies Act 1985 as amended by the Companies Act 1989, the Companies Act 2006 and as further modified by any statutory modification or re-enactment for the time being in force;
Articles	these Articles of Association;
Chairman	the person elected from time to time in accordance with these Articles as the chairman of the Club;
clear days	a period of days exclusive of the day on which a notice is served or deemed to be served and of the day for which it is given;
Club	the above named company;

Constituent Body	the Constituent Body of the RFU to which the Club is from time to time affiliated and which at the date of incorporation is Cheshire RFU;
directors or the Board	the Board of the Club established in accordance with Article 47 the members of which are the directors of the Club for the purposes of the Act;
Elected Director	a director elected pursuant to Article 47(v);
electronic form	has the same meaning as in the Companies Act 2006;
general meeting	an annual or an extraordinary general meeting of the Club;
hard copy form	has the same meaning as in the Companies Act 2006;
the IRB	means the world governing body for rugby union, which at the date of incorporation is the International Rugby Board;
Life Member	a member who is appointed as a life member pursuant to Article 13e ;
Members	the persons admitted into membership of the Club in accordance with Article 3 and any Rules from time to time in force;
Non Voting Members	all members of the Club other than Voting Members and who shall not be members for the purposes of the Act;
President	the person from time to time elected in accordance with these Articles as the president of the Club;
the RFU	means The Rugby Football Union (an Industrial & Provident Society with register number 27981R which is the governing body of rugby union within England) of Rugby House, Rugby Road, Twickenham, Middlesex TW1 1DS;
Rules	the rules and regulations of the Club made by the Board or the Club in general meeting and amended from time to time;
Secretary	the secretary of the Club appointed from time to time in accordance with these Articles
the Office	the registered office of the Club;
Vice-Chairman	the person from time to time elected in accordance with these Articles as the vice-chairman of the Club;
Voting Members	the members of the Club who, under the Rules from time to time in force, are entitled to receive notice of, attend and vote at general meetings and who shall be the members of the Club for the purposes of the Act;
Website----check	the Club's website, which, at the date of incorporation, may be accessed at www.ashton-on-merseyrufc.co.uk or such other successor website as is notified to the members from time to time.

1.2 Words importing the singular number only shall include the plural number, and vice versa. Words importing the masculine gender only shall include the feminine gender. Words importing persons shall include corporations.

1.3 Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these Articles become binding on the Club shall, if not inconsistent with the subject or context, bear the same meanings in these Articles.

OBJECTS

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

MEMBERSHIP

The subscribers to the Memorandum of Association of the Club; the members of the unincorporated association known as the Ashton on Mersey Rugby Football union Club as at the date of incorporation; and such other persons as are admitted to membership by the Board in accordance with these Articles, shall be the members of the Club. No person shall be admitted as a member of the Club unless

- that person has completed an application for membership in a form approved by the Board; and

- the Board has approved the application.

For the avoidance of doubt membership is open to all without discrimination and may only be refused where admission to membership would be contrary to the best interests of the Club and no person shall be denied membership of the Club on the grounds of race ,ethnic origin,creed,colour,age,disability,sex,occupation,sexual orientation,religion,political or other beliefs. A person may appeal against such decision by notifying the Board who shall put the matter to a general meeting for it to be decided by a majority vote of the members present and voting at such meeting.The provisions of section 352 of the Act shall be observed by the Club and every member shall either sign a written consent to become a member or sign the register of members on becoming a member. For the purposes of registration the number of members is declared to be unlimited.

4. A person shall not be entitled to any privileges of the Club until two days have passed since his application for membership was submitted, whether or not he is admitted as a member before those two days have lapsed.

5. A member may withdraw from membership of the Club on seven clear days' notice to the Club. Membership shall not be transferable in any event and shall cease immediately on death or dissolution or on the failure of the member to comply or to continue to comply with any condition of membership set out in these Articles or the Rules.

6. All members shall be subject to the Rules and shall respect the rules of the game of rugby union as set from time to time by the IRB .

7. The Board may from time to time fix the levels of entrance fees and annual subscriptions to be paid by the different categories of members.

8. It shall be the duty of the Board, if at any time it shall be of the opinion that the interests of the Club so require, by notice in hard copy form sent by prepaid post to a member's address, to request that member to withdraw from membership of the Club within a time specified in such notice.

9. If, on the expiry of the time specified in such notice, the member concerned has not withdrawn from membership by submitting notice in hard copy form of his resignation, or if at any time after receipt of the notice requesting him to withdraw from membership the member shall so request in hard copy form, the matter shall be submitted to a properly convened and constituted meeting of the Board or such sub-committee to which it has delegated its powers. The Board or sub-committee and the member whose expulsion is under consideration shall be given at least 14 days' notice of the meeting, and such notice shall specify the matter to be discussed. The member concerned shall at the meeting be entitled to present a statement in his defence either verbally or in hard copy form, and he shall not be required to withdraw from membership unless a majority of the Board members or sub-committee members present and voting shall, after receiving the statement in his defence, vote for his expulsion, or unless the member fails to attend the meeting without sufficient reason being given. If such a vote is carried, or if the member shall fail to attend the meeting without sufficient reason being given, he shall thereupon cease to be a member and his name shall be erased from the register of members. The Board may exclude the member from the Club's premises until the meeting considering his expulsion has been held. For the avoidance of doubt, the member shall be entitled to attend the Club's premises to attend that meeting (if it is held at them) for the purpose of making his representations.

10. The members shall pay any entrance fees and annual subscription set by the Board. Any member whose subscription fee is more than three months in arrears shall be deemed to have resigned his membership of the Club.

11. Any person ceasing to be a member forfeits all rights in relation to and claims upon the Club, its property and its funds and has no right to the return of any part of his subscription. The Board may refund an appropriate part of a resigning member's subscription if it considers it appropriate taking account of all the circumstances.

GENERAL MEETINGS

12. The Club shall hold a general meeting in every calendar year as its annual general meeting at such time and place as may be determined by the Board, and shall specify the meeting as such in the notices calling it, provided that so long as the Club holds its first annual general meeting within 18 months after its incorporation it need not hold it in the calendar year of its incorporation or in the following calendar year.

13. The annual general meeting shall be held for the following purposes:

(a) to receive from the Board accounts, pursuant to Article 81;

(b) to receive from the Board a report of the activities of the Club since the previous annual general meeting;

(c) to appoint the Club's auditors;

(d) to announce the election (as appropriate) of the Chairman, Vice-Chairman, Secretary, and President, and Elected Directors to be appointed in accordance with these Articles; and

(e) to transact such other business as may be brought before it including without limitation the appointment of Life Members in recognition of outstanding contribution or long service to the Club.

14. All general meetings, other than annual general meetings, shall be called extraordinary general meetings.

The Board may call general meetings and, on the requisition of one-tenth of the Voting Members in hard copy form, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition. Such requisition must state the object of the meeting. If there are not within Great Britain sufficient directors to call a general meeting, any director or the Secretary may call a general meeting.

16. There shall be given at least 21 clear days' notice of every annual general meeting and of every extraordinary general meeting called for the passing of a special resolution and 14 clear days' notice of every other extraordinary general meeting, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business, to such persons (including, if any, the auditors) as are under these Articles or under the Act entitled to receive such notices from the Club.

17. 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 thereof shall not invalidate any resolution passed, or proceedings, at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

18. All business transacted at an extraordinary general meeting, and all that is transacted at an annual general meeting with the exception of the business set out in Article 13(a) to (d) shall be deemed special business.

19. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided 10 Voting Members present in person shall be a quorum.

20. If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Board may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the Voting Members present shall be a quorum.

21. The Chairman shall preside as chairman at every general meeting, but if the Chairman shall be absent, or if at any meeting he is not present within 15 minutes after the time appointed for holding the same, the Vice-Chairman shall preside. If the Vice-Chairman is not present or is unwilling to preside, the directors present shall choose one of their number who is present to preside.

22. The chairman of the meeting 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 place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever such a meeting is adjourned for 14 days or more, notice of the adjourned meeting shall be given in the same manner as of the original meeting. Save as aforesaid, the Voting Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

23. The chairman of the meeting may at any time without the consent of the meeting adjourn any meeting (whether or not it has commenced or a quorum is present) either without fixing a day for the meeting or to another time or place where it appears to him that:

(a) members wishing to attend cannot be conveniently accommodated in the place appointed for the meeting;

(b) the conduct of persons present prevents or is likely to prevent the orderly continuation of business; or

(c) an adjournment is otherwise necessary so that the business of the meeting may be properly conducted.

24. If an amendment shall be proposed to any resolution under consideration but shall in good faith be ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. With the consent of the chairman of the meeting, an amendment may be withdrawn by its proposer before it is voted upon. In the case of a resolution duly proposed as a special or extraordinary resolution, no amendment thereto (other than a mere clerical amendment to correct a typographical error) may in any event be considered or voted upon.

25. A resolution put to the vote of a meeting shall be decided on a show of hands unless before, or on the declaration of the result of, the show of hands a poll is duly demanded. Subject to the provisions of the Act, a poll may be demanded:

(a )by the chairman of the meeting; or

(b) by at least twoVoting Members .

26. Unless a poll is duly demanded a declaration shall be made by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

27. The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

28. A poll shall be taken as the chairman directs and he may appoint scrutineers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

29. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall be entitled to a casting vote in addition to any other vote he may have.

30. 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 either forthwith or at such time and place as the chairman directs not being more than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

31. No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

32. A resolution executed by or on behalf of each Voting Member who would have been entitled to vote upon it if it had been proposed at a general meeting at which he was present shall be as effectual as if it had been passed at a general meeting duly convened and held and may consist of several instruments in the like form each executed by or on behalf of one or more Voting Members.

VOTES OF MEMBERS

33. Every Voting Member shall be entitled to receive notice of, attend general meetings and cast one vote.

34. On a poll votes may be given either personally or by proxy. A Voting Member may appoint more than one proxy to attend on the same occasion but only one of whom may vote.

35. The appointment of a proxy shall be executed by or on behalf of the appointor and shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Board may approve)

" Ashton on Mersey Rugby union Football Club Limited

I/We, , of

being a member/members of the above-named Club, hereby appoint

of

, or failing him,

of

, as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the Club to be held on 201[ ] and at any adjournment thereof.

Signed on 201[ ] ."

36. Where it is desired to afford Voting Members an opportunity of instructing the proxy how he shall act the appointment of a proxy shall be in the following form (or in a form as near thereto as circumstances allow or in any other form which is usual or which the Board may approve):

"Ashton on Mersey Rugby union Football Club Limited

I/We, , of

, being a member/members of the above-named Club, hereby appoint of

, or failing him,

of

, as my/our proxy to vote in my/our name(s) and on my/our behalf at the annual/extraordinary general meeting of the Club to be held on 201[ ], and at any adjournment thereof. This form is to be used in respect of the resolutions mentioned below as follows:

Resolution No. 1 *for *against

Resolution No. 2 *for *against.

*Strike out whichever is not desired.

Unless otherwise instructed, the proxy may vote as he thinks fit or abstain from voting.

Signed this day of 201[ ]."]

Ashton-on-Mersey RUFC

Associated Clubs