THE COMPANIES ACT 2006
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION OF
ALL TERRAIN BOARDING ASSOCIATION LTD
Company Number 04599854 Incorporated 25 November 2002
Aug 2011
Contents
Title
Objects
Board of Directors
Proceedings of Directors
Powers of the Board
Trustees
Non-Executive Committee
Executive Committee
Duties of Trustees
Chairman
Vice-Chairman
Company Secretary
Membership Secretary
Standards Secretary
Treasurer
Riders Representatives
Appointment and Retirement of Officials
Membership
General Meetings
Annual General Meeting
Extraordinary General Meeting
Assessors Meeting
Voting at General Meetings
Expenses
Indemity
Alterations to The Constitution
Dissolution of the Organisation
Other matters
ATBA-UK Ltd Constitutional Roles and Procedures
1. Title
1.1 The Organisation shall be called ATBA-UK Ltd, hereafter to be referred to as “the Organisation”, and shall be organised and controlled by the Executive Committee who, together with Non-Executive Advisers, will form the National Governing Body for the sport of Mountain Boarding in the United Kingdom as described in this Constitution.
2. Objects
2.1 To encourage, promote, facilitate, develop and have sole control of the sport of Mountain Boarding in all its forms (including, but not limited to All Terrain Boarding, Dirt Boarding and Grass Boarding) and all activities which involve the use of a mountain board, or any equivalent, amongst all sections of the community and at all levels of ability, providing opportunities for recreation, instruction and competition, including recognition and approval of local, regional, national and international clubs, training centres and events in the United Kingdom.
2.2 To support, promote and protect the interests of members of the Organisation by any and all such lawful means as may be required from time to time.
3. Directors
3.1 Board of Directors
3.1.1 The Company shall be managed by a Board of Directors who shall be responsible for all matters relating to the day to day operation of the Company and generally acting on behalf of the Company on all matters not specifically reserved for decision by a General Meeting.
3.1.2 The Board of Directors shall consist of:
● The Chairman
● The Company Secretary
● One other appropriate individual
3.2 Proceedings of Directors
3.2.1 Directors may participate in a meeting of the Board by means of conference telephone or other similar communications equipment whereby all the members of the Board participating in a meeting can hear each other and the members of the Board participating in a meeting in this manner shall be deemed to be present in person at such meeting. A resolution in writing signed by all the Directors entitled to receive notice of a meeting of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors and similarly a resolution acknowledged as being passed by acknowledged e-mail by all the Directors entitled to notice shall also be valid as a resolution passed at a duly constituted meeting of Directors.
3.2.2 The office of Director shall be vacated if:-
● he ceases to be a Director by any provision of the Act or he becomes prohibited by the law from becoming a Director; or he becomes bankrupt or makes any arrangement or composition with his creditors generally;
● or he is or may be suffering from mental disorder and is incapable by reason of illness or injury of managing and administering his property and affairs;
● or he resigns his office by notice to the Company;
● or he shall for more than six consecutive months have been absent without permission of the Board from meetings of Directors held during that period and the Board resolve that his office be vacated.
3.2.3 Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit.
3.3 Powers of the Board
3.3.1 The Board shall have power:-
3.3.1.1 to determine the policy to be followed in carrying out the objectives of the Company as specified in the Articles of Association. The Board shall be responsible for preparing the Company’s Strategic Plan and related budgets and annual work programmes;
3.3.1.2 to make, maintain, publish and enforce all necessary policy statements, codes of conduct, codes of ethics, Rules and Regulations in connection with the said objects and the Sport;
3.3.1.3 to delegate any of its powers to any committee, sub-committee, working group or individuals, whether or not the individuals to whom the powers are delegated are Directors;
3.3.1.4 to nominate representatives to other bodies to represent the Company and to affiliate to such other bodies as may be desirable in the interests of the Sport.
3.3.1.5 to manage the affairs of the Company on a day to day basis and to determine all and any matters in connection with the affairs of the Company not in terms of the Act or this Memorandum and these Articles reserved to a General Meeting of the Company.
3.3.1.6 to ensure the income and the property of the Company shall be applied solely towards the promotion of the objectives set forth in this Memorandum. No portion of the income or property of the Company shall be paid or transferred directly or indirectly by way of dividend, bonus or profit share to any member of the Company.
4. Trustees
4.1 Non-Executive Committee
4.1.1 Advisers (at least 3)
The Non-Executive Committee shall
4.1.2 Communicate regularly and hold meetings as necessary to discharge their responsibilities as Officials of the Organisation
4.1.3 Provide advice and support to the General Committee normally through, and at the request of the Chairman of the Organisation.
4.1.4 Represent the Organisation, individually and collectively, in a variety of situations, normally with the prior knowledge or at the request of the Chairman, or the Executive Committee, to promote and protect the Objects and interests of the Organisation.
4.1.5 Receive the minutes of all meetings of the Executive Committee and General Meetings of the Organisation.
4.1.6 Consider and ensure that proposals, decisions and actions taken by and on behalf of the Organisation are lawful and consistent with this Constitution and the Objects of the Organisation.
4.1.7 Make all the arrangements and necessary preparations for meetings of the National Governing Body.
4.2 Executive Committee
4.2.1 The National Governing Body of the Organisation shall be formed by the election of Officials, all of whom must have been Full Members of the Organisation for a minimum of one year at the time of the election, and must continue to be Full Members for their period in office, as follows:
● Chairman
● Vice Chairman
● Company Secretary
● Treasurer
● Membership Secretary
● Standards Secretary
● Riders’ Representatives
Note: Chairman is used here because it is the term used in law and refers to anyone, male or female, who is elected to this position
The Executive Committee shall
4.2.2 Manage the affairs of the Organisation along with up to 4 other Members elected annually from, and by, the Full Members of the Organisation at the Annual General Meeting each year and then formally confirmed by the Trustees to hold office until the termination of the next following Annual General Meeting. Nominations for election to these posts must have the recorded agreement of the nominee and the recorded support of at least three Full Members of the Organisation.
4.2.3 The Executive Committee shall appoint its most appropriate member, normally the Standards Secretary, to be trained as an Assessor to enable them to adequately undertake their duties of training, qualifying and supervising Assessors and Instructors on behalf of the organisation.
4.2.4 If, for any reason, a casual vacancy shall occur, the Executive Committee may co-opt a Full Member to fill such a vacancy until the next following Annual General Meeting.
4.2.5 The Executive Committee shall meet at agreed intervals not less than four times between Annual General Meetings of the Organisation and at other times as necessary to carry out its duties fully and effectively.
The duties of the Executive Committee shall be:
4.3.1 To manage the affairs of the Organisation on behalf of the Members.
4.3.2 To keep accurate accounts of the finances of the Organisation through the Treasurer. These should be available for reasonable inspection by Members and should be professionally audited before every Annual General Meeting. The Organisation shall maintain a bank current account and any two Officials shall be authorised to sign Organisation cheques.
4.3.3 To receive a report from the Chairman on decisions taken and authorised actions agreed since the last meeting of the Executive Committee.
4.3.4 To co-opt additional members to the Executive Committee whenever necessary to provide additional knowledge, skills and experience. Co-opted members shall however not be entitled to a vote on the Executive Committee.
4.3.5 To make decisions usually by unanimous agreement and otherwise on the basis of a simple majority vote by a show of hands. In the case of equal votes, the Chairman, shall be entitled to one additional casting vote.
4.3.6 To make and from time to time revise such rules, bylaws and regulations as it may think fit for the proper conduct of the Organisation’s affairs, including but not limited to instructor accreditation, competition licences, club recognition, marshal training, health and safety, child protection, technical regulations, other mountain board specific regulations, anti-doping regulations and regional organisation.
4.3.7 To consider and confirm formal recognition of clubs and regional organisations and to approve competitions and other events in the United Kingdom.
4.3.8 To promote and increase membership of the Organisation.
4.3.9 The Executive Committee may act notwithstanding any vacancy in their body provided that if it shall at any time be reduced in number to less than 3, it shall be lawful for them to act as the Executive Committee for the purpose of filling vacancies in their body or of summoning a General Meeting, but not for any other purpose.
4.3.10 Three members personally present shall form a quorum at a meeting of the Executive Committee.
4.3.11 Any decision made by the Executive Committee, which, in the majority opinion of the Advisers to the sport of Mountain Boarding in the United Kingdom, having, if necessary, taken appropriate advice, does not comply with the law, the Constitution and its Objects, or is otherwise injurious to the interests of the Organisation, will be annulled.
4.4 The National Governing Body
The National Governing Body shall:
4.4.1 Meet whenever necessary to discharge its responsibilities and at least twice in each calendar year to monitor the planning cycle based on the Annual General Meeting of the Organisation.
4.4.2 Make decisions usually by unanimous agreement and otherwise on the basis of a simple majority vote by a show of hands of those personally present at the meeting. In the case of equal votes, the Chairman, shall be entitled to one additional casting vote
4.4.3 Review and revise the Objects and aims of the Organisation as necessary from time to time.
4.4.4 Approve, and consider progress with, the Development Plan for the sport of Mountain Boarding in the United Kingdom.
4.4.5 Receive and act on recommendations from the Non-Executive Officials for changes and improvements to the Constitution.
4.4.6 Accept, monitor, maintain, review and ratify bylaws, regulations and standards for instruction and participation in the sport of Mountain Boarding in all its forms in the United Kingdom.
4.4.7 Agree the retirement by rotation of Officials so as to ensure continuity of experience within the National Governing Body
4.4.8 Ensure compliance with the requirements, expectations, competencies and standards for National Governing Bodies set by Sport England and the Sports Councils for England, Scotland and Wales.
4.4.9 Develop and maintain links with National Governing Bodies in other countries around the world and ensure suitable representation on relevant international bodies and organisations.
4.4.10 Consider and impose disciplinary action, up to and including expulsion from the Organisation, on any member whose conduct, in the opinion of either the Non-Executive or the Executive Committees, is either unworthy of a member or otherwise injurious to the Objects and interests of the Organisation.
4.4.11 Annul any proposal, plan, decision, action and any other outcome made by any individual, group or committee on behalf of the Organisation which in the majority opinion of the Officials personally present at the meeting, is either unlawful or not consistent with this Constitution, its Objects and the best interests of the Organisation.
5. Duties of Trustees
5.1 Chairman
The Chairman shall:
5.1.1 Act on behalf of the Organisation between meetings to achieve the Objects of the Organisation and to implement the policies, plans and decisions of the Executive Committee and of General Meetings, employing staff and resources, including professional expertise as required, within an agreed delegated budget set by the Executive Committee of the Organisation, maintaining and reporting audited accounts annually through the Treasurer of the Organisation.
5.1.2 Represent the Organisation in any circumstances required to achieve and further the objectives, policies and plans of the Organisation.
5.1.3 Chair and ensure the proper conduct of all meetings of the Executive Committee and of General Meetings of the Organisation in accordance with the Constitution.
The Chairman must:
5.1.4 Protect meetings from outside interference
5.1.5 Ensure that all discussion is lawful
5.1.6 Ensure that meetings deal with clearly defined issues
5.1.7 Ensure that essential information is available and complete
5.1.8 Permit a clear hearing to every point of view
5.1.9 Ensure that opinions expressed are relevant to the issue under discussion
5.1.10 Ensure that discussion relates to matters of substance and not to personality
In the absence, or unavailability of the Chairman, the elected Vice Chairman, or an appointed Acting Chairman will replace the Chairman.
5.2 Vice-Chairman
The Vice-Chairman shall:
5.2.1 Act on behalf of the Organisation between meetings to achieve the Objects of the Organisation and to implement the policies, plans and decisions of the Executive Committee and of General Meetings, employing staff and resources, including professional expertise as required, within an agreed delegated budget set by the Executive Committee of the Organisation.
5.2.2 Represent the Organisation in any circumstances required to achieve and further the objectives, policies and plans of the Organisation.
5.2.3 In the absence of the Chairman, chair and ensure the proper conduct of all meetings of the Executive Committee and of General Meetings of the Organisation in accordance with the Constitution.
5.3 Company Secretary
The Company Secretary shall:
5.3.1. Act as the first point of contact for the ATBA-UK and ensure that all initial responses are made within 5 working days of receipt
5.3.2. Identify the best person, or persons to deal with an enquiry, or any other circumstance that requires action or a response on behalf of the ATBA-UK
5.3.3. Conduct the correspondence of the ATBA-UK
5.3.4. Keep custody of all documents relevant to the full range of activities, duties and responsibilities of the ATBA-UK
5.3.5. Keep full minutes of all meetings of the ATBA-UK and of the Executive Committee, which shall be confirmed and signed by the Chairman upon the agreement of those present at the next following meeting.
5.3.6. Administer such insurance policy or policies as may be necessary for the activities, duties and responsibilities of the ATBA-UK
5.3.7 Take legal advice as necessary to ensure that the ATBA-UK’s affairs are conducted and managed in accordance with current law in the United Kingdom
5.3.8 Keep a register of recognized clubs, regional organizations, approved competitions, competition licenses, and any other recognized events in the United Kingdom.
5.4 Membership Secretary
The Membership Secretary shall:
5.4.1. Keep a register of the member’s names, email and postal addresses
5.4.2. Receive subscriptions/joining fee for all categories of membership and issue membership cards and other documentation including renewal reminder notices
5.4.3. Maintain a proper record of all payments received and submit returns to the Treasurer at agreed intervals
5.4.4. Promote the importance and benefits of membership of the ATBA-UK to secure the future development of the sport
5.5 Standards Secretary
The Standards Secretary shall:
5.5.1. Keep a register of accredited instructors trained in accordance with the standards agreed and approved by the ATBA-UK
5.5.2. Issue reminder notices to accredited instructors for the annual renewal of membership of the ATBA-UK and for the renewal of recognition, normally every 3 years, both of which are mandatory for compliance with the standards agreed and approved by the ATBA-UK
5.5.3. Maintain and publish a record of Centres and other training organisations in the United Kingdom which employ accredited instructors and operate in accordance with the standards agreed and approved by the ATBA-UK
5.5.4. Ensure that the approved standards for training and instruction are reviewed and approved by the ATBA-UK at regular intervals and at least every 3 years
5.5.5. Promote the importance of standards for training and instruction to the safe running of Centres and other training organisations, as well as to the future development of the sport
5.5.6. Respond on behalf of the ATBA-UK in all circumstances and situations relevant to the application of the standards agreed and approved by the ATBA-UK.
5.5.7. Make recommendations to the Committee, and to the National Governing Body, in relation to the conduct of an instructor and/or the operation of a Centre or other training organisation
5.5.8. Ensure current Assessors are consulted on, and given fair opportunity to suggest amendments to, any changes to the policies and procedures concerning the administration and operation of mountainboard instruction in the UK
5.6 Treasurer
The Treasurer shall:
5.6.1. Cause such records of accounts to be kept as are necessary to give a true and fair view of the state of the finances of the Organisation.
5.6.2. Cause all returns as may be required by law in relation to such accounts to be rendered at the due time.
5.6.3. Prepare an Annual Balance Sheet as at 31st December in each year and cause such Balance Sheet (and accounts as necessary) to be audited at least once annually and shall thereafter cause the same to be available for inspection 14 days before the date of the Annual General Meeting.
5.6.4. Present financial reports to the Chairman, Executive Committee, the National Governing Body and the Annual General Meeting of members.
5.6.5. Receive all other payments and donations which shall be acknowledged by a proper receipt and paid into the Organisation’s bank account
5.7 Riders Representatives
The Riders’ Representatives shall:
5.7.1 Present and explain the interests, views and needs of riders at meetings of the Executive Committee
5.7.2 Discover the interests, views and needs of riders through all appropriate channels of communication including, but not limited to, meetings, events and Internet forums set up and maintained for the purpose
5.7.3 Establish and maintain regular communications with regional representatives who have been identified and appointed by a recognised process
5.7.4 Review, consult and propose changes where necessary to the competition rules for all disciplines, including Boarder Cross (BX), Freestyle (FS), Slopestyle (SS), Free Cross (FX), downhill racing and any other forms of competition that may develop from time to time as the sport progresses
5.7.5 Inspect where possible, or otherwise obtain information and advice on, the design, construction and condition of the BX/FX track, start gate, FS/SS park and other features in advance of all events authorised by, or on behalf of the Organisation, and make recommendations as necessary
5.7.6 Develop and administer competition licences for riders participating in all events authorised by, or on behalf of the Organisation
5.7.8 Provide for the training and appointment of judges as required for all events authorised by, or on behalf of the Organisation
5.7.8 Ensure that a riders’ meeting is held prior to the start of any competition at which the application of the rules to the particular circumstances of the event is fully explained and agreed
5.7.9 Set and enforce minimum standards for the training and deployment of marshals at all events authorised by, or on behalf of the Organisation
5.7.10 Set and monitor health and safety standards for competitors at all events authorised by, or on behalf of the Organisation
5.7.11 Maintain a record of risk assessments for all registered centres, training establishments and all events authorised by, or on behalf of the Organisation, ensuring that these are regularly reviewed and updated at least annually
6. Appointment and Retirement of Officials
6.1 All Officials shall be elected at an Annual General Meeting of the Organisation, only from, and by, the Full Members of the Organisation. Nominations for election to these positions must have the recorded agreement of the nominee and the recorded support of at least three Full Members, one of whom must also be a current Official of the Organisation.
6.2 All Officials are elected in the first instance for a period of one year, but may be re-elected to the same office or another office for additional subsequent years.
6.3 So far as possible, Officials will retire by rotation in order to provide continuity of experience within the National Governing Body of the Organisation.
6.4 An Official is required to retire when a confidence motion at a General Meeting is defeated by more than four fifths (80%) of those Full Members personally present at the meeting. The requirements for notice of a confidence vote are the same as for other business to be moved at a General Meeting and the decision must be confirmed by a majority of at least four fifths (80%) of Full Members personally present at a subsequent Extraordinary General Meeting, called for the purpose, before taking effect.
6.5 An Official shall cease to hold office when absent from all meetings requiring the attendance of Officials for any period exceeding 6 months (182 consecutive days) without providing a suitable apology for absence which is acceptable to the remaining Officials, and, by virtue of any provision of the Charities Act 1992 (or any statutory re-enactment or modification of that provision), by incapacity and by resignation.
7. Membership
7.1 Membership of the Organisation shall be open to any person interested in the sport of mountain boarding who completes a membership application form and pays the relevant subscription/joining fee to the Treasurer as determined by the Annual General Meeting of the Organisation Members.
7.2 The rate of Entrance and Subscription Fee for each category of Membership shall be set and proposed by the Executive Committee to the Full Members present at the Annual General Meeting. Any proposed changes shall be approved by a majority of those personally present and entitled to vote and shall become operative on the discretion of the Executive Committee at the start of the next financial year. The current rate of Subscription Fees shall be displayed on the website and other promotional materials produced by and for the Organisation.
7.3 Every member shall furnish the Secretary with contact details, including an up-to-date postal address, and an email address, both of which shall be recorded in the Register of Members, and any notice sent to either address will be considered to have been duly delivered. Electronic communication will be the norm.
7.4 Conduct of members
7.4.1 Every member, upon completing a membership application form and paying the relevant subscription/joining fee, and thereafter, is deemed to have notice of, and implicitly undertakes to comply with, the Organisation’s Rules, Constitution, Code of Conduct and agreed Standards. Any refusal or neglect to do so, or any conduct, which, in the opinion of the Members or the Executive Committee, is either unworthy of a member or otherwise injurious to the Objects and interests of the Organisation, shall render a member liable to expulsion by the National Governing Body, PROVIDED THAT, before expelling a member, the National Governing Body shall call upon such member for a written explanation of the member’s conduct and shall give the member full opportunity of either providing an explanation, or of resigning. A resolution to expel a member shall be carried by a simple majority vote by those members of the National Governing Body personally present and voting on the resolution.
7.4.2 A member shall not knowingly remove, injure, destroy or damage any property of the Organisation and shall make restitution for the same if called upon to do so by the Executive Committee or by the Secretary upon the instruction of the Executive Committee.
8. General Meetings
8.1 Annual General Meeting
8.1.1 The Annual General Meeting shall be held not later than the end of December each calendar year. 21 clear days’ notice shall be given to Members of the Annual General Meeting normally by email and, where necessary, by sending a copy of the notice to a member at their home address as well as posting the notice on the Organisation’s website. Members must advise the Secretary in writing of any business to be moved at the Annual General Meeting at least 14 clear days before the date of the meeting. The Secretary shall circulate or give notice of the agenda for the meeting to Members not less than 7 clear days before the meeting, normally by email and, where necessary, by sending a copy of the agenda to a member at their home address as well as posting the agenda on the Organisation’s website.
8.1.2 Nomination of candidates for election of Officials shall be made in writing to the Secretary at least 14 days in advance of the Annual General Meeting date. Nominations can only be made by Full Members and must be seconded by another Full Member with the explicit consent of the nominee and with the recorded support of an existing Official in the case of the Executive Committee and, for the Head of a Working Group, the recorded support of an existing Executive member.
8.1.3 At all General Meetings, the Chair will be taken either by the Chairman or, when this is not possible, by the Vice Chairman, or an Acting Chairman appointed for the meeting, either by the General Committee or, by the Full Members attending the meeting.
8.1.4 Between meetings and other than in an emergency, where delay would be detrimental to the Objects, policies and plans of the Organisation, the Chairman should first consult with the Executive Committee, or, where this is demonstrably not possible, at least one other Executive Member, before taking a decision or authorising an action that has not been previously discussed and agreed.
8.1.18 Any decision made, or action undertaken on behalf of the Organisation between meetings, that has not been previously discussed and agreed, requires the prior, explicit and recorded consent of the Chairman of the Organisation to ensure that all decisions and actions are consistent with the current objects, policies, plans and decisions of the Organisation and that all work carried out for, and on behalf of the Organisation becomes and remains the property of the Organisation.
8.1.19 A record of all such decisions taken and authorised actions agreed between meetings will be maintained and included in the Chairman’s Report at the next meeting of the Executive Committee.
The business of the Annual General Meeting shall be to:
8.1.2 Elect Officials of the Organisation in the event of a vacancy (at least 3 Non-Executive Officials, Chairman, Vice-Chairman, Company Secretary, Treasurer and Riders’ Representative, Membership Secretary, Standards Secretary) and up to 4 non-voting Executive Committee Members
8.1.3 Confirm the minutes of the previous Annual General Meeting, receive the minutes of any Executive Meetings held since the last Annual General Meeting and any reports on the outcomes of any decisions made at these meetings
8.1.4 Receive the audited accounts for the year from the Treasurer
8.1.5 Receive the annual report of the Executive Committee from the Secretary which shall also be the annual report of the Organisation in compliance with the Charities Act 1992
8.1.6 Receive an annual report from any Working Groups
8.1.7 Consider and, if necessary confirm, the appointment and remuneration of an Auditor
8.1.8 Review and agree membership fees for the forthcoming year
8.1.9 Transact such other business received in writing by the Secretary from the General Committee and from Full Members 14 clear days prior to the date of the meeting and included on the agenda.
8.2 Special General Meeting
8.2.1 Special General Meetings may be convened by the Executive Committee or, on receipt by the Secretary of a request in writing, signed by not less than a majority in number of the Full Members of the Organisation. Arrangements for a Special General Meeting shall otherwise be the same as for the Annual General Meeting.
8.2.2 Only business specified in the notice calling the Special General Meeting shall be considered.
8.3 Annual Assessors Meeting
8.3.1 The Annual Assessor Meeting shall be held not later than the end of December each calendar year. 21 clear days notice shall be given to Assessors of the Annual Assessors Meeting normally by email.
8.3.2 Any proposals or matters for debate at the Annual Assessors Meeting must be received by the Company Secretary for inclusion in the Agenda not later than two weeks prior to the meeting.
8.3.3 At all Annual Assessors Meetings, the Chair will be taken either by the Chairman or, when this is not possible, by the Vice Chairman, or an Acting Chairman appointed for the meeting, either by the General Committee or, by the Full Members attending the meeting.
The business of the Assessors Annual Meeting shall be
8.3.4 Review the curriculum in light of instructor and centre consultation, changes in legislation, and coaching best practice as defined by Sports Coach UK.
8.3.5 Consider changes, updates and revisions to the processes and procedures for managing mountainboard instruction in the UK.
8.4 Voting at General Meetings
8.4.1 Decisions made at a General Meeting shall be by a simple majority of votes on a show of valid membership cards from those Full Members attending the meeting and shall be binding on the Organisation and the General Committee until revised at a later General Meeting.
8.4.2 A quorum for a General Meeting shall be 12 Full Members and at least 3 Officials of the Organisation, one of whom must be an Executive member.
8.4.3 Each Full Member of the Organisation shall be entitled to one vote at General Meetings. Voting, except upon the election of members of the Committee shall be by show of hands and, in the case of an equality of votes, the Chairman shall have a second or casting vote, on any matter other than the election of members of the General Committee. Elections will be decided either by a show of hands or using a ballot paper and the results will be declared at once following a public count at the General Meeting. Only Full members personally present at the General Meeting will be entitled to vote.
8.4.4 Any Full member wishing to vote at a General Meeting must declare any conflict of interests that could be judged to be harmful to the Organisation and its Objects in writing two weeks prior to the General Meeting.
8.4.5 Any decision made at a General Meeting may be reviewed, modified or reversed at a subsequent General Meeting that satisfies the requirements set out in this Constitution to ensure that attendance and decisions are properly representative of the Organisation as a whole.
8.4.6 Any decision made by a General Meeting, which, in the majority opinion of the National Governing Body of the sport of Mountain Boarding in the United Kingdom, having, if necessary, taken appropriate advice, does not comply with the law, this Constitution and its Objects, or is otherwise harmful to the interests of the Organisation, will be annulled.
9. Expenses
9.1 Out-of-pocket expenses for travel and other costs incurred in connection with duties carried out under this Constitution on behalf of the Organisation will normally be reimbursed through the Treasurer for valid claims submitted by or before the last day of the month in which the expense occurred. A record of all valid expense claims will be maintained by the Treasurer and made available for inspection by any Full Member at General Meetings of the Organisation.
10. Indemity
10.1 So far as may be permitted by law, every member of the Committee and every officer of the Organisation shall be entitled to be indemnified by the Organisation against all costs, charges, losses, expenses and liabilities incurred by him or her in the execution or discharge of his or her duties or the exercise of his or her powers, or otherwise properly in relation to or in connection with his or her duties. This indemnity extends to any liability incurred by him or her in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him or her as a member of the Committee or officer of the Organisation and in which judgment is given in his or her favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his or her part), or in which he or she is acquitted, or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him or her by the Court.
10.2 So far as may be permitted by law, the Organisation may purchase and maintain for any member of the Committee or officer of the Organisation insurance cover against any liability which by virtue of any rule of law may attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the Organisation and against all costs, charges, losses and expenses and liabilities incurred by him or her and for which he or she is entitled to be indemnified by the Organisation by virtue of 10.1.
11. Alterations to The Constitution
11.1 Any proposed alterations to this Constitution may only be approved at an Annual or Special General Meeting convened with the required written notice of the proposal. Any alteration or amendment must be proposed by three Full Members of the Organisation, one of whom must also be an Executive of the Organisation. Such alterations shall be passed if supported by not less than four fifths of those Full Members personally present at the meeting, assuming that a quorum has been achieved.
12. Dissolution of the Organisation
12.1 If, at any General Meeting of the Organisation, a resolution is passed by a simple majority of those personally present calling for the dissolution of the Organisation, the Secretary shall immediately convene a Special General Meeting of the Organisation to be held not less than one month thereafter to discuss and vote on the resolution.
12.2 If, at that Special General Meeting, the resolution is carried by at least four fifths of the Full Members personally present at the meeting, the General Committee shall thereupon, or at such date as shall have been specified in the resolution, proceed to realise the assets of the Organisation and discharge all debts and liabilities of the Organisation.
12.3 After discharging all debts and liabilities of the Organisation, the remaining assets shall not be paid or distributed amongst the Full Members and Officers of the Organisation, but shall be given or transferred to some other institution, or institutions, having objects similar to those of the Organisation, such institution or institutions to be determined by the members of the Organisation by resolution passed at a General Meeting at or before the time of the dissolution.
13. Other Matters
13.1 The Committee may establish such Byelaws as it deems necessary for regulating the Sport subject to approval at the Annual General Meeting.
13.2 If any matter shall arise which is not provided for in this Constitution then it may be determined by the Committee in such way as it deems fit. Such determination shall be binding upon the membership.