SDSWC ARTICLES OF ASSOCIATION

THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION OF SCALING DAM SAILING AND WATERSPORTS CLUB (THE "CLUB")

PART 1: INTERPRETATION AND LIMITATION OF LIABILITY

1.DEFINED TERMS

1.1.The regulations contained in the Model Articles for Private Companies Limited by Guarantee set out in Schedule 2 of The Companies (Model Articles) Regulations 2008 (SI 3229/2008), shall not apply to the Club.

1.2.In these Articles, unless the context requires otherwise:

Act	means the Companies Act 2006;
Annual GeneralMeeting (AGM)	means an annual general meeting of the Club;
Articles	means these articles of association, and Article refers to a particular provision in them;
Associate Member	means a member of the Club who is not a Club Member, and who therefore neither has voting right sat general meetings nor any other rights to which members of companies are entitled under the Articles or the Companies Acts, and Associate Membership shall be interpreted accordingly;
Boating	means sporting, recreational and other activities carried out in water-borne craft approved by Northumbrian Water Limited as specified in the Bye-laws powered by the wind or by human or mechanical means;
Bye-laws	means Bye-laws of the Club from timet o time proposed by the Directors and approved by the Members in accordance with Article 13.5.2;
Club	means the company regulated by these Articles;
Club Member	means every person who agreed to become a company member of the Club and whose name is entered in the Club's register of members, in accordance with section 112 of the Act, and Club Membership shall be interpreted accordingly;
Companies Acts	means the Companies Acts(as defined in section 2 of

	the Act), in so far as they apply to the Club;
Director	means a Director of the Club, and includes any person occupying the position of Director, by whatever name called;
Electronic Form	has the meaning given in section 1168 of the Act;
Member	means all members of the Club, whether Club Members or Associate Members, and Membership shall be interpreted accordingly;
Officers	has the meaning given in Article6.1
Ordinary Resolution	means a resolution passed by a simple majority of the Club Members;
Secretary	means the company secretary of the Club, if appointed;
Special Resolution	means a resolution of the Club Members passed by a majority of not less than 75%;
Swimming	means sporting and recreational open water swimming as specified in the Bye-laws;
Watersports	means Boating and Swimming;
Writing	means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

1.3.In these Articles, unless the context otherwise requires:

1.3.1.other words or expressions contained in these Articles bear the same meaning as in the Act as in force on the date when these Articles become binding on the Club;

1.3.2.words in the singular shall include the plural and in the plural shall include the singular; and

1.3.3.a reference to one gender shall include a reference to the other genders.

1.4.Headings in these Articles are used for convenience only and shall not affect the construction or interpretation of these Articles.

1.5.Unless expressly provided otherwise, a reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force from time to time, taking account of any subordinate legislation from time to time made under it, and any amendment or re-enactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts.

1.6.A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

1.7.Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

2.LIABILITY OF CLUB MEMBERS

2.1.The liability of each Club Member is limited to £1, being the amount that each Club Member undertakes to contribute to the assets of the Club in the event of its being wound up while they are a Club Member or within one year after they cease to be a Club Member, for:

2.1.1.payment of the Club's debts and liabilities contracted before they cease to be a Club Member;

2.1.2.payment of the costs, charges and expenses of winding up; and

2.1.3.adjustment of the rights of the contributories among themselves.

Part 2: Objects & Powers

3.OBJECTS

3.1.The Club is established for the following purposes:

3.1.1.to acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as Scaling Dam Sailing Club;

3.1.2.primarily to promote and facilitate healthy recreation by the provision of facilities for the sport of Boating; and

3.1.3.to promote and facilitate healthy recreation by the provision of facilities for the sport of Swimming; and

3.1.4.to provide social and other facilities and activities for Members as may from time to time be determined by the Directors.

4.POWERS

4.1.In pursuance of the object set out in Article 3.1, the Club has the power to:

4.1.1.establish, maintain and conduct a Watersports club;

4.1.2.promote and hold, either alone or jointly with any other association, club or persons, meetings, competitions and regattas for the purpose of competitive Watersports and to offer, give, or contribute towards prizes, medals, and awards;

4.1.3.provide advice or information;

4.1.4.co-operate with other bodies;

4.1.5.accept gifts and raise funds;

4.1.6.borrow money;

4.1.7.give security for loans or other obligations;

4.1.8.acquire, lease or hire property of any kind;

4.1.9.let or dispose of property of any kind;

4.1.10.set aside funds for special purposes or as reserves against future expenditure;

4.1.11.deposit or invest its funds in any manner;

4.1.12.delegate the management of investments to a financial expert;

4.1.13.insure the property of the Club against any foreseeable risk and take out other insurance policies to protect the Club when required;

4.1.14.employ paid or unpaid agents, staff or advisers;

4.1.15.enter into contracts to provide services to or on behalf of other bodies;

4.1.16.establish or acquire subsidiary companies; and

4.1.17.do anything else within the law which promotes or helps to promote the objects set out in Article 3.1.

PART 3: DIRECTORS

5.DIRECTORS

5.1.The Directors are responsible for the management of the Club's business, for which purpose they may exercise all the powers of the Club.

5.2.Directors are elected by the Club Members or co-opted by the Directors, in accordance with any procedures set out in the Bye-laws.

5.3.A Director's term of office automatically terminates if they :

5.3.1.cease to be a Director by virtue of any provision of the Act or is prohibited from being a Director by law;

5.3.2.are absent without notice from 3 consecutive meetings of the Directors and is asked by a majority of the other Directors to resign;

5.3.3.are incapable, whether mentally or physically, of managing their own affairs;

5.3.4.resigns by written notice to the Directors (but only if at least three Directors will remain in office); or

5.3.5.are removed by the Club Members.

6.OFFICERS & SECRETARY

6.1.The Officers of the Club, who shall also be Directors, are the Treasurer and Secretary, who must be Club Members and must also meet any other conditions and comply with any duties and responsibilities set out in any Bye-laws.

6.2.The Directors may from time to time create additional Officers.

6.3.Officers shall be elected by the Club Members at the AGM each year. All Officers shall hold office from the conclusion of the AGM in which they are appointed until the conclusion of the AGM the following calendar year. All Officers shall be eligible to stand for re-election

7.DIRECTORS' PROCEEDINGS

7.1.The Directors shall meet as and when required and no less than 4 times per year and shall follow a formal agenda.

7.2.The quorum for Directors' meetings may be fixed from time to time by a decision of the Directors, but it must never be less than five, and, unless otherwise fixed, it is five

7.3.Calling a directors' meeting. Any Director may call a directors' meeting by giving notice of the meeting which must indicate its proposed date and time; where it is to take place and, where a virtual meeting, how it is proposed that they should communicate with each other during the meeting. Notice of a directors' meeting must be given to each Director, but need not be in writing. Unless all Directors agree to shorter notice, at least 5 clear days' notice shall be given.

7.4.A meeting of the Directors may be held either in person or by suitable electronic means agreed by the Directors in which all participants may communicate with all the other participants.

7.5.The Commodore or (if the Commodore is unable or unwilling to do so) some other Director chosen by the Directors present presides at each meeting.

7.6.Any issue may be determined by a simple majority of the votes cast at a meeting, but a resolution in writing agreed by all the Directors (other than any conflicted Director who has not been authorised to vote) is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document.

7.7.Every Director has one vote on each issue and, in case of equality of votes, the chairman of the meeting has a casting (that is a second) vote.

7.8.A procedural defect of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

8.DIRECTORS' POWERS

8.1.The Directors may exercise any powers of the Club which are not reserved to the Club Members.

8.2.The Directors may delegate any of their functions to committees consisting of two or more individuals appointed by them on such terms as they think fit. At least one member of every committee must be a Director and all proceedings of committees must be reported promptly to the Directors.

8.3.Committees to which the Directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the Articles which govern the taking of decisions by Directors.

8.4.Members' reserve power. The members may, by Special Resolution, direct the Directors to take, or refrain from taking, specified action. No such Special Resolution invalidates anything which the directors have done before the passing of the resolution.

9.DIRECTORS' REMUNERATION AND EXPENSES

9.1.Directors may undertake any services for the Club that the Directors decide. Directors are entitled to such remuneration as the Directors determine for their services which they undertake for the Club other than for their services as Directors.

9.2.The Club may pay any reasonable expenses which the Directors properly incur in connection with the discharge of their responsibilities in relation to the Club.

10.CONFLICTS OF INTEREST

10.1.The Directors may, in accordance with the requirements set out in Article 10.2, authorise any situation in which a Director has or can have, a direct or indirect interest that conflicts or possibly may conflict, with the interests of the Club which would, if not authorised, involve a Director breaching his duty under section 175 of the Act to avoid conflicts of interest.

10.2.Any authorisation under Article 10.1 shall be effective only if:

10.2.1.the matter in question shall have been proposed by any Director for consideration in the same way that any other matter may be proposed to the Directors;

10.2.2.any requirement as to the quorum is met without counting the interested Director; and

10.2.3.the matter was agreed to without the interested Director voting or would have been agreed to if the interested Director's vote had not been counted.

10.3.A Director is not required, by reason of being a Director (or because of the fiduciary relationship established by reason of being a Director), to account to the Club for any remuneration, profit or other benefit which they derive from or in connection with a relationship involving a conflict of interests which has been authorised by the Directors in accordance with these Articles or by the Club Members in general meeting (subject in each case to any terms, limits or conditions attaching to that authorisation) and no contract shall be liable to be avoided on such grounds.

10.4.Where the number of non-conflicted Directors is less than the quorum for the purposes of approving a resolution authorising any situation or transaction constituting a conflict as anticipated by the Companies Acts, the quorum shall be all the disinterested Directors.

10.5.When all the Directors of the Club are conflicted, the Club shall pass the conflict to the Club Members for approval by ordinary resolution.

10.6.Subject to paragraph 10.7, if a question arises at a meeting of Directors or of a committee of Directors as to the right of a Director to participate in the meeting (or part of the meeting) for voting or quorum purposes, the question may, before the conclusion of the meeting, be referred to the chairman whose ruling in relation to any Director other than the chairman is to be final and conclusive.

10.7.If any question as to the right to participate in the meeting (or part of the meeting) should arise in respect of the chairman, the question is to be decided by a decision of the Directors at that meeting, for which purpose the chairman is not to be counted as participating in the meeting (or that part of the meeting) for voting or quorum purposes.

PART 4: MEMBERSHIP

11.APPLICATIONS FOR MEMBERSHIP

11.1.Membership is open to any individual interested in Watersports. Membership is not transferable.

11.2.No person shall become a Member unless:

11.2.1.that person has completed an application for Membership in a form approved by the Directors from time to time; and

11.2.2.the Directors have approved the application.

11.3.Membership is also subject to any subscriptions or affiliation fees that may be set by the Directors from time to time.

11.4.Any person on agreeing to become or having been accepted as a Club Member shall be deemed to have agreed to be bound by these Articles of Association of the Club whether or not they shall have signed a written statement to that effect.

11.5.All Members shall be subject to the Byelaws.

11.6.Every person who, at the date of incorporation of the Club, had paid a subscription fee to, and was a member of, the unincorporated club known as Scaling Dam Sailing Club referred to in Article 3.1.1, and who, on or before [DATE], or during such extended period as the Directors may determine, signs and delivers to the Club the form of Membership prescribed by the Directors, shall be a Member of the Club from incorporation. Such Members shall be the same class and type of Members as they were in Scaling Dam Sailing Club.

11.7.The Directors may establish different classes of Membership, and decide who will be eligible for admission to them and what their rights and obligations will be.

12.TERMINATION OF MEMBERSHIP - CESSATION OF FEES PAYMENT

12.1.A Member may withdraw from Membership by giving 7 days' notice to the Club in writing.

12.2.A Membership terminates when that Member dies or ceases to exist.

12.3.The Directors may terminate the Membership of any Member without his consent by giving him written notice if, in the reasonable opinion of the Directors:

12.3.1.they are guilty of conduct which has or is likely to have a serious adverse effect on the Club or bring the Club or any or all of the Members and Directors into disrepute;

12.3.2.they have acted or has threatened to act in a manner which is contrary to the interests of the Club as a whole; or

12.3.3.they have failed to observe the terms of these Articles and any Bye-laws from time to time.

12.4.If the Directors wish to terminate a person's Membership in accordance with Article 12.3 they must give notice to that Member and provide the Member with the opportunity to be heard in writing or in person as to why his Membership should not be terminated. The Directors must consider any representations made by the Member and inform the Member of their decision following such consideration.

12.5.A Member whose Membership is terminated under Article 12.3 shall not be entitled to a refund of any subscription or membership fee and shall remain liable to pay to the Club any subscription or other sum owed by him.

13.GENERAL MEETINGS

13.1.Club Members are entitled to attend general meetings in person or by proxy (but only if the appointment of a proxy is in writing and notified to the Secretary before the commencement of the meeting).

13.2.General Meetings may be conducted in person or using suitable electronic means or a combination of both.

13.3.The Club must hold a general meeting as an AGM in each year in addition to any other general meetings in that year, and must specify the meeting as the AGM in the notices calling it. The first AGM must be held within 18 months after the Club's incorporation.

13.4.At the AGM Members must:

13.4.1.receive the accounts of the Club for the previous financial year;

13.4.2.receive a written report on the Club's activities;

13.4.3.elect Directors and Officers to fill the vacancies arising; and

13.4.4.appoint reporting accountants or auditors for the Club.

13.5.Members may also, from time to time:

13.5.1.discuss and determine any business put before them by the Directors or set out in a valid request by the Club Members to call a general meeting pursuant to Article 13.8; and

13.5.2.in particular, consider and determine whether to approve any Bye-laws put before them by the Directors, which are consistent with the these Articles and the Act, to govern:

a)classes and conditions of Membership;

b)the entrance fees, subscriptions and other fees or payments to be made by Members and guests;

c)the procedures for dealing with disciplinary action against Members, and/or for the expulsion of Members, and/or for refusals to renew Membership;

d)the procedures for general meetings and meetings of the Directors and committees of the Directors in so far as such procedure is not regulated by the Articles; and

e)matters relating to the use of the Club's premises.

13.6.Should the Directors propose that the Club undertake capital expenditure on any item greater than twenty thousand pounds (£20,000) they shall present a proposal to a general meeting in order to consider and determine whether to approve the proposal which may only be approved by Special Resolution.

13.7.Should the Directors propose that the Club take out a loan which takes the aggregate of all loans to greater than ten thousand pounds (£10,000) they shall present a proposal to a general meeting in order to consider and determine whether to approve the proposal which may only be approved by Special Resolution.

13.8.A general meeting may be called by the Directors at any time and must be called within 21 clear days of a written request from at least 10% of the Club Membership or where no general meeting has been held within the last 12 months at least 5% of the Club Membership.

13.9.General meetings are called on at least 14 and not more than 28 clear days' written notice indicating the business to be discussed and (if any resolutions are to be proposed) setting out the terms of the proposed resolutions.

13.9.1.An Ordinary Resolution to be proposed at a General meeting may be amended by Ordinary Resolution if:

13.9.2.notice of the proposed amendment is given to the Secretary in writing by a person entitled to vote at the general meeting before the meeting is to take place or at the meeting, and

13.9.3.the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the intention of the resolution.

13.9.4.A Special Resolution to be proposed at a general meeting may be amended by Ordinary Resolution, if:

13.9.5.the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed, and

13.9.6.the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.

13.9.7.With the consent of the chair of the meeting, an amendment may be withdrawn by its proposer at any time before the resolution is voted upon.

13.9.8.If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair's error does not invalidate the vote on that resolution.

13.10.There is a quorum at a general meeting if the number of Club Members present in person or by proxy is at least 10% of the Membership.

13.11.The chairman at a general meeting is elected by the Club Members present in person or by proxy in his/her capacity as a Club Member and not as proxy for another Club Member.

13.12.Voting

13.12.1.Every Club Member present in person or by proxy has one vote on each issue.

13.12.2.A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with these Articles.

13.13.Every Club Member is entitled to send one person to act as proxy to general meetings and only that proxy shall have a vote for that Club Member.

13.13.1.Proxies may only validly be appointed by a notice in writing (a "proxy notice") which

a)states the name and address of the Club Member appointing the proxy;

b)identifies the person appointed to be that Club Member's proxy and the general meeting in relation to which that person is appointed;

c)is signed by or on behalf of the Club Member appointing the proxy, or is authenticated in such manner as the Directors may determine; and

d)is delivered to the Secretary in accordance with the articles and any instructions contained in the notice of the general meeting to which they relate.

13.13.2.Unless a proxy notice indicates otherwise, it must be treated as

a)allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting, and

b)appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.

13.13.3.The Directors shall make arrangements to explain the use of proxy notices to accompany the notice of each general meeting.

13.13.4.A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Secretary by or on behalf of that person.

13.14.Polls

13.14.1. A poll on a resolution may be demanded

a)in advance of the general meeting where it is to be put to the vote, or

b)at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.

13.14.2. A poll may be demanded by

a)the chairman of the meeting;

b)the Directors;

c)two or more persons having the right to vote on the resolution; or

13.14.3. A demand for a poll may be withdrawn if

a)the poll has not yet been taken, and

b)the chairman of the meeting consents to the withdrawal.

13.14.4. Polls must be taken immediately and in such manner as the chairman of the meeting directs.

13.15.Except where otherwise provided by these Articles or the Companies Acts, a written resolution (whether an Ordinary or a Special Resolution) is as valid as an equivalent resolution passed at a general meeting. For this purpose the written resolution may be set out in more than one document.

13.16.A technical defect in the appointment of a Club Member of which the Club Members are unaware at the time does not invalidate a decision taken at a general meeting or a written resolution of the Club Members.

PART 5: ADMINISTRATIVE ARRANGEMENTS

14.RECORDS AND ACCOUNTS

14.1.The Directors must comply with the requirements of the Companies Acts as to keeping records, the audit or independent examination of accounts and the preparation and transmission to the Registrar of Companies of information required by law including:

14.1.1.confirmation statement; (formerly known as annual return)

14.1.2.annual reports; and

14.1.3.annual statements of account.

14.2.The Directors must also keep records of:

14.2.1.all proceedings at meetings of the Directors;

14.2.2.all resolutions in writing;

14.2.3.all reports of committees; and

14.2.4.all professional advice obtained.

14.3.Accounting records relating to the Club must be made available for inspection by any Director after giving the Treasurer 48 hours' notice and may be made available for inspection by Members who are not Directors if the Directors so decide.

14.4.A copy of the Club's Articles and Bye-laws and latest available statement of account must be supplied on request to any Director.

15.INDEMNITY

15.1.Subject to Article 15.2, a Director or former Director of the Club may be indemnified out of the Club's assets against:

15.1.1.any liability incurred by that Director in connection with any negligence, default, breach of duty or breach of trust in relation to the Club;

15.1.2.any liability incurred by that Director in connection with the activities of the Club in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Act); or

15.1.3.any other liability incurred by that Director as an Officer of the Club.

15.2.This Article 15 does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.

15.3.Insurance. The Directors may decide to purchase and maintain insurance, at the expense of the Club, for the benefit of any relevant Director in respect of any relevant loss. In this article

a)a "relevant Director" means any Director or former Director of the Club or an associated company,

b)a "relevant loss" means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director's duties or powers in relation to the Club.

16.COMMUNICATIONS

16.1.Notices and other documents to be served on Members or Directors under these Articles or the Companies Acts may be served:

16.1.1.by hand;

16.1.2.by post;

16.1.3.by suitable electronic means; or

16.1.4.through publication in the Club's newsletter or on the Club's website.

16.2.The only address at which a Member is entitled to receive notices sent by post is an address in the U.K. shown in the register of Members.

16.3.Any notice given in accordance with these Articles is to be treated for all purposes as having been received:

16.3.1.48 hours after being sent by electronic means, posted on the Club's website or delivered by hand to the relevant address;

16.3.2.Three clear days after being sent by first class post to that address;

16.3.3.Five clear days after being sent by second class post to that address;

16.3.4.immediately on being handed to the recipient personally; or, if earlier,

16.3.5.as soon as the recipient acknowledges actual receipt.

16.4.A technical defect in service of which the Directors are unaware at the time does not invalidate decisions taken at a meeting.

17.PROFITS NOT TO BE DISTRIBUTED

17.1.The income and property of the Club shall be applied solely in promoting the objects of the Club as set out in Article 3.1.

17.2.No dividends or bonus may be paid or capital otherwise returned to the Members, provided that nothing in these Articles shall prevent any payment in good faith by the Club of:

17.2.1.reasonable and proper remuneration to any Member, officer or servant of the Club for any services rendered to the Club;

17.2.2.interest on money lent by any Member of the Club or Director at a reasonable and proper rate per annum not above the published base lending rate of a clearing bank to be selected by the Directors;

17.2.3.reasonable and proper rent for premises demised or let by any Member or Director; or

17.2.4.reasonable out-of-pocket expenses properly incurred by any Director.

18.DISSOLUTION

18.1.If the Club is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the Members of the Club, but shall be given or transferred, at the sole discretion of the Directors, to:

18.1.1.a charity and/or

18.1.2.some other club with purposes similar to those of the Club and/or

18.1.3.the Royal Yachting Association or some other UK national governing body for the sport of yachting for use by that organisation for related community sports.

19.CLUB SEAL

19.1.The Club does not have a seal.

NOTES

Rev5a - 27^th August 2021 References to "he" changed to more general "they". Rev5a 6^th October 2021 Correction to Clause 18.1 "as" corrected to "at".

18.1If the Club is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the Members of the Club, but shall be given or transferred, at the sole discretion of the Directors, to: et seq