THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

COMPANY NO:

ARTICLES OF ASSOCIATION OF HERTFORDSHIRE RUGBY FOOTBALL UNION LIMITED

INTERPRETATION

1 In these articles:

'Act' means the Companies Act 1985 including any statutory modification or re-enactment of it for the time being in force

'Club' includes a club, college, school or university playing the Game in the County of Hertfordshire

'Executive' means the Executive Committee of the Union

'Game' means the game of rugby union football

'General Committee' means the General Committee of the Union

'IRB Rules' means the Rules and Regulations of the International Rugby Board from time to time

'RFU Rules' means the Rules and Regulations of the Rugby Football Union from time to time

'Rugby Body' means a group of Clubs referees schools or similar organisation involved in the Game

'Referee Society' means the Hertfordshire Society of Rugby Football Union Referees

'Schools Union' means the Hertfordshire Schools Union

'Secretary' means any person appointed to perform the duties of the Secretary of the Union

'Schools Union' means the Hertfordshire Schools Union

'Union' means Hertfordshire Rugby Football Union Limited

Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same meaning as in the Act or any statutory modification thereof in force at the date at which these Articles become binding on the Union

2 OBJECTS

The Union is established for the objects expressed in the Memorandum of Association

3 MEMBERSHIP

3.1 Generally

3.1.1 The members of the Union shall be the corporate bodies and individual persons whose names are for the time being entered in the Register of Members and in the case of individual persons who are nominees of unincorporated bodies the name of the unincorporated body whose nominee the member is shall be entered against the name of the member

3.1.2 The admission of members shall be under the control of the General Committee which shall from time to time determine the criteria and conditions applicable for the approval of membership provided that any person, Club or Rugby Body shall not be admitted to membership unless proposed and seconded by two Affiliated Members

3.1.3 A member may withdraw from the Union at any time by giving to the Secretary written notice of intention to do so provided that the member shall remain liable for all monies then due and owing to the Union

3.1.4 A member shall be liable to suspension or termination of membership or privileges as the General Committee may determine if:-

the member shall not have paid its annual subscription by 1^st December each year

the member shall cease to satisfy the criteria and conditions for membership as determined by the General Committee under Article 3.1.2

3.1.5 A member shall also be liable to termination or suspension of membership or to other appropriate punishment by the Union for any infringement of these Articles RFU Rules or IRB Rules or any conduct prejudicial to the interests of the Union or the Game and the Union shall have power to discipline any Club whose nominee is a member or any player, official, member or employee of a Club in accordance with RFU Rules

3.1.6 A member shall cease to be a member:-

On resignation

In the case of a corporate member on ceasing to be corporate

On termination of membership by the General Committee

On replacement as the nominee of an unincorporated association

3.2 Affiliated Members

3.2.1 The Committee shall have power to admit to Affiliated Membership of the Union:-

A properly constituted Club from within the Hertfordshire area which is allocated to the Union by the Rugby Football Union under RFU Rules and which is incorporated

The secretary (or subject to the approval of the Committee any other officer or official) as its nominee of any properly constituted Club from within the Hertfordshire area which is allocated to the Union by the Rugby Football Union under RFU Rules and which is unincorporated

3.2.2 Each Club which is in Affiliated Membership of the Union at the date these Rules take effect shall be admitted to Affiliated Membership and each such Club must immediately send to the Secretary a copy of its Rules or Memorandum and Articles of Association if incorporated or if unincorporated confirm the name and address of its secretary for entry in the Register of Members as its nominee and thereafter every Club or rugby body the secretary of which is an Affiliated Member, as its nominee must immediately following a change of its secretary notify the Secretary of the name and address of its new secretary or other nominated officer or official for the Register of Members to be amended accordingly

3.2.3 A Club shall be liable to suspension or termination of its membership or privileges as the General Committee may determine if it does not conform to any reasonable directive by the General Committee as to its standards of play, administration or general behaviour

3.3 Associated Members

3.3.1 The General Committee shall have power to admit to Associate membership of the Union:-

A properly constituted Club or Rugby Body which is incorporated but which is not allocated to the Union by the Rugby Football Union under RFU Rules

The secretary (or subject to the approval of the General Committee any other officer or official) as its nominee of any properly constituted Club or Rugby Body, which is not allocated to the Union by the Rugby Football Union under RFU Rules and which is unincorporated.

3.3.2 Any association of persons of which the principal object is the playing of the Game and which desires to apply to be an Associate Member or if unincorporated nominates a person to be an Associate Member shall be entitled to apply for Associate Membership subject to the approval of the General Committee

3.3.3 Each Club or Rugby Body which is in Associate Membership with the Union at the date these Rules take effect shall be admitted to Associate Membership in accordance with Article 3.3.1 and must immediately send a copy of its Rules or Memorandum and Articles of Association if incorporated or if unincorporated confirm the name and address of its secretary for entry in the Register of Members as its nominee and thereafter every Club or Rugby Body the Secretary of which is an Associate Member as its nominee must immediately following a change of its secretary notify the secretary of the name and address of its new secretary or other nominated officer or official for the Register of Members to be amended accordingly

3.4 Individual and Family Members

3.4.1 There shall be admitted to Individual Membership of the Union any individual and to Family Membership of the Union any husband and wife who shall have been proposed for such Membership by an Affiliated or Associated Member or Individual Member of the Union and applications for such membership may be submitted at any time

3.4.2 The subscription for Individual and Family Members shall be determined by the Executive from time to time and the County Members tie shall be available to all such Members and such membership does not confer the right of attendance or voting at meetings of the General Committee or at general meetings of the Union

3.5 Honorary Life Members

3.5.1 Honorary Life Membership may be conferred by nomination from the Executive to the Annual General Meeting following a recommendation from the President and past Presidents who shall meet specifically to discuss the matter before the 30^th April in each year. Upon any such nomination or nominations being made the Union in Annual General Meeting may confer Honorary Life Membership accordingly

3.5.2 Each individual who is an Honorary Life Member of the Union at the date these Rules take effect shall be admitted to Honorary Life Membership in accordance with Article 3.5.1

4 SUBSCRIPTION

4.1 The annual subscription for Affiliated, Associated, Individual and Family Members shall be determined by the General Committee and will become payable by the 1^st October annually

4.2 Any Affiliated, Associated, Individual or Family Member who has not paid the appropriate annual subscription by 1^st December annually may be suspended from membership by the General Committee until payment has been made and reinstatement agreed by the General Committee

5 GENERAL MEETINGS

5.1 The Union must hold a general meeting before the 31^st July in each year as its Annual General Meeting and the Secretary shall give two weeks notice of the Annual General Meeting to all Affiliated and Associated Members and all other persons who are entitled to attend. Notice of any changes to the Articles proposed and seconded by Affiliated or Associated Members shall be given in writing to the Secretary by the 1^st May preceding the Annual General Meeting and shall be notified by the Secretary by the 15^th May to those members who are entitled to vote at the Annual General Meeting. Any amendments which any members wish to make to the proposed Article changes shall be given in writing to the Secretary by the 15^th June preceding the Annual General Meeting. Otherwise only the General Committee or the Executive Committee may propose an amendment to the Articles. All proposed amendments shall appear on the Agenda of the said Annual General Meeting and such amendments if carried shall become effective immediately

5.2 All general meetings other than Annual General Meetings must be called Extraordinary General Meetings

5.3 The Secretary shall convene an Extraordinary General Meeting on receiving a requisition to that effect by the President or the Chairman of the Executive or on behalf of not less than five Clubs in Affiliated or Associated Membership of the Union within 14 days of receipt of such requisition and such meetings shall be held not later than one month after the date of receipt of the requisition

5.4 Any requisition made by members calling the meeting must state the object of the meeting proposed to be called and must be signed by the requisitioners and deposited at the registered office of the Union

5.5 If the Secretary does not call a meeting within 14 days of receipt of the requisition the requisitioners may themselves convene such a meeting

5.6 Accidental omission to give notice of any general meeting to or non receipt of such notice by any member does not invalidate the proceedings at that meeting

6 QUORUM

6.1 No business may be transacted at any general meeting unless a quorum is present

6.2 12 members personally present and entitled to vote at a general meeting is a quorum

6.3 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case the meeting shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such time and place as the Executive may determine

7 CHAIRMAN

7.1 The President, or failing him the Vice-President, must preside as Chairman at every general meeting of the Union

7.2 If there is no such Chairman or if at any meeting he is not present within 15 minutes of the time for holding the meeting the Affiliated Members present may elect one of their number who is a Member of the General Committee to be Chairman of the Meeting

7.3 If there is no member of the General Committee present then the Affiliated Members may elect any one of their number to be Chairman of the Meeting

8 RESOLUTIONS

8.1 No amendment of the Memorandum of Association or these Articles shall be deemed duly made except by a resolution of a general meeting carried by a majority of not less than two thirds of those present and voting at such meeting

8.2 At any general meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:-

by the Chairman; or

by at least three Affiliated or Associated Members present in person or by proxy

8.3 Unless a poll be 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 and an entry to that effect in the book containing the minutes of the proceedings of the Union shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn

8.4 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

8.5 In the case of an equality of votes on a resolution whether on a show of hands or on a poll the Chairman of the meeting at which a show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote and the resolution shall be deemed to be lost

9 VOTING RIGHTS

9.1 Each Club which is an unincorporated body whose nominee is registered as a member of the Union shall be entitled to send two representatives (including the nominee) to any general meeting of the Union and each Associated Member shall be entitled to send two representatives to any such general meeting

9.2 Each representative sent to a general meeting under Article 9.1 shall be entitled to vote

9.3 Members of the General Committee and the Executive other than those who are representatives under Article 9.1 shall be entitled to attend and vote at general meetings and Members of Sub-Committees and Honorary Life Members shall be entitled to attend but not to vote

10 OFFICERS

10.1 The Officers of the Union shall be a President, Vice President, Chairman of the Executive, the Secretary, the Honorary Treasurer and the Union's Representative on the RFU Council

10.2 The President may not normally serve more than two years consecutively and the Chairman of the Executive should subject to annual re-election normally serve for a period of three years and shall not serve for longer than five years consecutively

11 ELECTION OF OFFICERS

11.1 Nominations for the Officers (except the Union's Representative at on the RFU Council) may be made by the Executive Committee and notice of such nominations shall be sent by the Secretary by the 15^th May preceding the Annual General Meeting to each member entitled to vote. Nominations for such Officers may also be made by any Affiliated Club and seconded by another Affiliated Club and shall be submitted in writing to the Secretary by the 15^th June

11.2 The election of the Union Representative on the RFU Council shall be in accordance with RFU Rules

12 THE GENERAL COMMITTEE

12.1 The General Committee shall consist of two representatives nominated by each Affiliated Member and each Associated Member, two representatives nominated by the Schools Union, two representatives nominated by the Referee Society, the Officers and all past Presidents. Each member of the General Committee present at a meeting shall be entitled to one vote.

12.2 The General Committee shall:

(a) Subject to any resolution of a General Meeting determine the policy and strategic direction of the Union and review and comment on the work of the Executive

(b) Appoint the Executive and sub-committees. Each sub-committee shall deal with the affairs of the Union with such functions as the General Committee may determine. Each sub-committee shall be appointed by the General Committee but shall report to the Executive. The Chairmen of sub-committees who are not otherwise the members of the General Committee under Article 12.1 shall be entitled to attend meetings of the General Committee but shall not be entitled to vote

The General Committee shall have power to regulate its own meetings and proceedings and to fill any vacancies that may occur among the Officers during their term of office

The quorum of the General Committee meeting shall be ten. The Chairman of the General Committee meeting who shall be entitled to a second or casting vote shall be the President or if he is unavailable the Vice-President

The General Committee shall meet at least four times a year

13 EXECUTIVE

13.1 The Executive shall comprise the Chairman of the Executive, the President, the Vice-President, the Secretary, the Treasurer, the Union's representative on the Rugby Football Union Council and four other members who shall normally be the Chairman of the Playing Sub-committee, the Chairman of Competitions Sub-committee, the Chairman of the Youth Sub-committee and the Chairman of the Marketing and Communications Sub-committee

13.2 The Executive shall meet whenever considered necessary by the Chairman of the Executive and the Secretary but shall meet at least six times a year

13.3 The Executive shall:-

Be responsible to the General Committee for formulating policy under the strategic direction of the General Committee, managing the business of the Union within the approved policies and approving and acting upon the recommendations of the sub-committees and any working parties

Determine the date, time and venue of the Annual General Meeting

13.4 The quorum at any Executive shall be four and shall include at least one of the Officers

13.5 The Chairman of the Executive shall in addition to his ordinary vote have a casting vote and members of the Executive who are not otherwise members of the General Committee under Rule12.1 shall be members of the General Committee

14 ACCOUNTS

14.1 The General Committee shall cause accounting records to be kept in accordance with the provisions of the Act

14.2 The accounting records shall be kept at the registered office of the Union or, subject to the provisions of the Act, at such other place or places as the General Committee thinks fit, and shall always be open to the inspection of the Officers of the Union

14.3 Subject to the provisions of any elective resolution of the Union for the time being in force the General Committee shall from time to time in accordance with the provisions of the Act, cause to be laid before the Union in general meeting such profit and loss accounts, balance sheets and reports as are referred to in those provisions

14.4 Subject to the provisions of any elective resolution of the Union for the time being in force a copy of the income and expenditure account and the balance sheet (including every document required by law to be annexed thereto) which is to be laid before the Union in general meeting, together with a copy of the auditor's report, shall not less than fourteen days before the date of the meeting be sent to every Affiliated and Associated Member of the Union and every person entitled to receive notice of general meetings of the Union

14.5 The Union's financial year shall end on the 30^th June or upon such other date as may be determined by the General Committee

15 AUDIT

Auditors shall be appointed at the Annual General Meeting and their duties regulated in accordance with the provisions of the Act

16 EXECUTION OF DOCUMENTS

No document shall be executed as a Deed except by the authority of a resolution of the General Committee or the Executive and any such document shall be executed by the Union in the presence of two of the Officers of the Union both of whom shall sign the document

17 DISSOLUTION

A decision to discontinue the activities of the Union or to wind up its affairs shall require the approval of not less than two thirds of the Members present and voting at a General Meeting. In the event of such discontinuance or dissolution all assets of the Union, after satisfaction of all debts and liabilities thereof, shall be donated to the Rugby Football Union Charitable Trust or such other rugby football charitable institution as determined by the General Meeting

18 NOTICES

18.1 A notice may be given by the Union to any member either personally or by sending it by post to him or to his registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within the United Kingdom supplied by him to the Union for the giving of notice to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted, and in any other case at the time at which the letter would be delivered in the ordinary course of post

PETER WILLIAM BAINES

60 London Road, St Albans

Herts, AL1 1NG

Solicitor

CHRISTOPHER PETER BROWN

Marchmont Cottage

Piccotts End

Hemel Hempstead, HP1 3AT

Dated: 2002

Witness to all of the above signatures: