ARTICLES OF ASSOCIATION
OF
THE RIVER CLYDE FISHERIES MANAGEMENT TRUST LIMITED
COMPANY NUMBER: 98416
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING SHARE CAPITAL
ARTICLES OF ASSOCIATION
THE RIVER CLYDE FISHERIES MANAGEMENT TRUST LIMITED
PRELIMINARY
1. In these Articles, unless the context requires otherwise, the following expressions shall have the following meanings:-
“The Act” shall mean the Companies Act 1985.
“The Trust” shall mean the governing body for the time being of the Company.
“Year” means the year beginning on the first day of January.
“Month” shall mean a calendar month.
Words importing the masculine shall include the feminine.
Words importing persons shall include corporations.
Words importing the singular shall include the plural or vice versa.
MEMBERSHIP
2. The Subscribers to the Memorandum of Association hereto shall be the first ordinary members and they or their duly appointed representatives shall also be the Trustees.
3. Applications for Full Membership or Associate Membership shall be in writing and shall be considered by the Trustees from time to time. It shall be open to the Trustees to accept or reject any such Application for Full Membership or Associate Membership as they think fit.
MEETINGS
4. The first General Meeting of the Trust shall be held at such time within not less than one month nor more than three months after the incorporation of the Company and at such place as the Trustees shall determine. Subsequent General, Meetings of the Trust shall be held once a year at such time and place as the Trustees shall appoint, but so that not more than fifteen months shall be allowed to elapse between any two such General Meetings.
5. The above mentioned General Meetings shall be called Ordinary Meetings: all other General Meetings shall be called Extraordinary.
6. The Trustees may, whenever they think fit, convene an Extra Ordinary General Meeting and shall do so whenever requested in writing by not less than six Full Members of the Trust by requisition stating the objects for which such meeting is required to be held.
PROCEEDINGS AT GENERAL MEETINGS
7. All General Meetings shall be called by Notice addressed to the Full Members and Associate Members giving not more than 21, and not less than 7, clear days Notice, specifying the place, the day and hour of meeting, and in the case of Special Business, the general nature of that business, or in such other manner if any as may be prescribed by the Trustees.
8. All business shall be deemed special that is transacted at an Extraordinary Meeting, and all that is transacted at an Ordinary Meeting with the exception of the consideration of the accounts, balance sheets and the ordinary report of the Trustees and Auditors, the election of Trustees in the place of those retiring by rotation and the fixing of the remuneration of the Auditors shall also be deemed special.
9. No business shall be transacted at any General Meeting unless a quorum of Full Members is present at the time when the Meeting proceeds to business: Six Full Members present shall be quorum.
10. The Chairman of the Trustees shall preside as Chairman at every General Meeting of the Company.
11. If there is no such Chairman or if at any Meeting he is not present within 15 minutes after the time appointed for holding the Meeting, or is unwilling to act as Chairman, the Full Members present shall choose some one of their number to be the Chairman.
12. 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. It shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned Meeting.
13. At any General Meeting the Resolution put to the vote of the Meeting shall be decided on a show of hands of the Full Members unless a poll is (before or on the declaration of the result of the show of hands) is demanded by at least five Full Members, and, unless a poll is so demanded, a Declaration by the Chairman that a Resolution has, on a show of hands 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 Books of the Proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against that Resolution.
14. If a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the Resolution of the Meeting at which the poll was demanded.
15. In the case of an equality of votes whether on a show of hands or on a poll, the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.
16. A poll demanded on the election of a Chairman or on a question of adjournments shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the Meeting directs.
VOTES OF MEMBERS
17. On a show of hands and on a poll, every Full Member shall have one vote and Associate Members shall have no vote. All votes must be given personally.
18. The business affairs of the Trust shall be managed and administered by a governing body which is herein referred to as the General Council of the Trustees, who may exercise all such powers and do all such acts and things as may exercised or done by the Trust and are not hereby or by statute expressly directed or required to be exercised or done by the Trust in General Meeting, but subject, nevertheless, to the provisions of the Companies Act 1985 and of these presents and to any regulations from time to time made by the Trust in General Meetings; provided that no regulations so make shall invalidate any prior act of the Trustees which would have been valid if such regulations had not been made.
19. The number of Trustees shall not be less than 6 nor more than 20.
20. The Trustees (other than the First Trustees) shall be appointed by the Full Members of the Trust in General Meeting and, once appointed, shall hold office for such period as the Full Members shall deem suitable and necessary. Provided the terms of Article 19 are complied with, it shall be lawful and competent for the Trustees from time to time to assume other Trustees as subject to confirmation of such appointment as Trustees or Trustee by the Full Members at the next General Meeting. Any Trustee may by Notice in writing to the Trust resign his office as Trustee.
PROCEEDINGS OF THE TRUSTEES
21. The Trustees will meet whenever considered necessary for the dispatch of business. Questions arising at any Meeting shall be decided by a majority of votes. In case of equality of votes the Chairman shall have a deliberating and casting vote.
22. The quorum necessary for the transaction of the business of the Trustees may be fixed by the Trustees unless so fixed shall be 6.
23. The Trustees may act notwithstanding any vacancy in their body.
24. The Trustees may elect a Chairman of their Meetings and determine the period for which he is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the Trustees may choose one of their number to be Chairman of the Meeting.
25. The Trustees may delegate any of their powers to a Management Committee consisting of such Full Members or other persons as they think fit. Any Committee so formed shall in the exercise of the power so delegated conform to any regulation that may be imposed on it by the Trustees.
26. The Management Committee may elect a Chairman of their Meeting; if no such Chairman is elected, or if at any meeting the Chairman is not present at the time appointed for holding the same, the Full Members present may choose one of their number to be Chairman of the Meeting.
27. The Management Committee may meet and adjourn as they think proper. Questions arising at any Meeting shall be determined by a majority of votes of the Full Members present, and in case of an equality of votes, the Chairman shall have a second or casting vote.
28. All acts done by any Meeting of the Trustees or of the Management Committee thereof or by any person acting as a Member thereof shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such member or persons acting aforesaid or that they or any of them are disqualified be as valid as if every such person had been duly appointed and was qualified to be a Trustee.
29. The Trustees may appoint such officers as they may consider for the proper discharge of the business of the Trust.
MINUTES
30. The Trustees shall cause minutes to be kept in books provided for that purpose:-
(a) Of all appointments of Officers made by the Trustees;
(b) Of all the names of the Trustees present at each Meeting;
(c) Of all Resolutions and proceedings at all Meetings of the Trust and of the Trustees and Management thereof.
SEAL
31. The Seal of the Trust shall not be affixed to any instrument except under the authority of a Resolution of the Trustees or Management Committee of the Trustees and in the presence of two Trustees who shall sign every instrument to which the Seal is affixed.
ACCOUNTS
32. The Trustees shall cause true accounts to be kept of the sums of money received and expended by the Trust, and the matters in respect of which sum receipts and expenditure take place, and of assets, credits and liabilities of the Trust.
33. The books of account shall be kept at the Registered Office of the Trust, and subject to any reasonable restriction as to time and manner of inspecting the same, the same shall be open to the inspection of the Members.
AUDIT
34. Auditors shall be appointed and their duties regulated in accordance with Sections 236 and 237 of the Companies Act 1985, or any statutory modification thereof for the time being in force, and for this purpose, the said sections shall be read as if the words “Full Members” and “Associate Members” were substituted for the words “the Statutory Meeting”.
NOTICES
35. A Notice may be sent by the Trust to any Full Member or Associate Member by leaving it or sending it through the post in a pre-paid letter addressed to the Full Member or Associate Member at his address as appearing on the Register of Members. A Notice so sent through the post shall be deemed to have been received at a time when the letter containing the same is put into the post office.
36. Notice of every General Meeting shall be given in the same manner hereinbefore authorised by Article 7.
37. Any Notice my be sent to the Trustee or to the Secretary by leaving it or sending it through the post in a pre-paid letter addressed to the Trust or to the Secretary at the Registered Office of the Trust.
MEMORANDUM OF ASSOCIATION
OF
THE RIVER CLYDE FISHERIES MANAGEMENT TRUST LIMITED
COMPANY NUMBER: 98416
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF THE RIVER CLYDE
FISHERIES MANAGEMENT TRUST LIMITED
1. The name of the Company is “THE RIVER CLYDE FISHERIES MANAGEMENT TRUST LIMITED”
2. The Registered Office of the Company will be situated in Scotland.
3. The objects for which the Company is established are:-
(a) To maintain, protect, improve and develop the River Clyde and its tributaries upstream of the Erskine Bridge as a fishery for the good of the public
(b) To take on lease, grant lease of or acquire salmon fishing for sporting purposes upon such conditions as my from time to time be deemed expedient.
(c) To represent and provide representations, in all matters relating to fisheries in the area of the Company.
(d) In the exercise, management, protection, improvement, letting and development of fishing to carry out all works deemed necessary, desirable or convenient for achieving the aims of the Company; to develop any hatcheries for the propagation or rearing of salmon, trout or other fish; to employ staff for all and any of said purposes.
(e) To conduct, to assist in conducting, to initiate and to stimulate research into any subject directly connected with the attainment of any of the objects of the Company.
(f) To co-operate with, advise and assist persons, Government Departments and Local and other Authorities, Angling Associations and other organisation interested in the provision, maintenance, protection, improvement and development of angling in the said area of the River Clyde and its tributaries for the benefit of the inhabitants of the area and for the benefit of the community at large.
(g) To make and enforce regulations in the exercise, protection, improvement, letting and development of fishing in the area of the Company and to provide equipment and facilities connected therewith.
(h) To take proceedings, legal or otherwise, in respect of any offence against the Fisheries Acts or byelaws committed in the area of the Company or for the protection of those fisheries from damage by pollution, poaching or otherwise.
(i) To purchase and sell, feu, take on lease or in exchange hire, or otherwise acquire any property heritable or moveable, real or personal, which the Company may think necessary for the purpose of its business.
(j) To make such charges to persons, organisations and others for angling facilities that may be provided or made available by the Company as may be thought fit.
(k) To raise or borrow such funds as may be necessary to achieve all or any of the objects of the Company; to provide an collect from the members or otherwise funds for the purpose of carrying on or furthering the objects of the Company.
(l) To invest the monies of the Company, not immediately required, upon such securities or otherwise in such manner as may from time to time be determined.
(m) To do all such lawful thinks as may be incidental or conducive to the attainment of the above objects or any of them.
4. The income and property of the Company however derived shall be applied solely towards the promotion of the Company as set forth in this Memorandum of Association and no portion shall be paid or transferred directly or indirectly by the way of dividend or bonus or otherwise howsoever by way of profit to the members of the Company.
5. There shall be two classes of Members, namely, Full Members and Associate Members. The liability of the Full Member is limited. The Associate Members have no liability.
6. Every Full Member of the Company undertakes to contribute to the Assets of the Company in the event of the same being wound up during the time he is a Member, or within one year afterwards for the payment of the debts and the liabilities of the Company contracted before the time at which he ceases to be a Member, and of the costs, charges and expenses of winding up of the same, and for the adjustment of the rights of the contributories such amount as may be required not exceeding One Pound (£1.00) Sterling. Associate Members of the Company shall not be required to contribute to the Assets of the Company.
7. If upon winding up or dissolution of the Company there remains after satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the Full Members of the Company or the Associate Members of the Company but shall be given or transferred to some other institution having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their Members to an extent at least as great as is imposed upon the Company under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Full Members of the Company at or before the time of dissolution, failing which, any judge of the Court of Session shall have power to deal with the dissolution of the said property.
8. True accounts shall be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Company subject to any reasonable restrictions to the time and manner of inspecting the same which may be imposed in accordance with the regulations of the Company for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Company shall be examined and corrections of the balance sheet ascertained by one or more properly qualified auditor or auditors who shall report the result to the Company.