THE COMPANIES ACTS 1985 to 2006
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
AND
ARTICLES OF ASSOCIATION
OF
NORWICH CITY KITTY LIMITED
MEMORANDUM OF ASSOCIATION
1. The Company's name is "Norwich City Kitty Limited".
2. The Company's registered office is to be situated in
3. The Company's objects are to carry on business as a general commercial company and in particular to generate revenue on a non-profit basis through any means available to assist Norwich City Football Club Plc (“the Football Club”) with player acquisitions and the doing of any such other things as are incidental or conducive to the attainment of that object.
4. The liability of the members is limited.
5. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the company’s assets if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the company’s debts and liabilities contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves.
We, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.
Names and Addresses of Subscribers
(i)
Signed:
(ii)
Signed:
Dated _______________________ 2008
Witness to the above signatures
Signed:
Name:
Address:
ARTICLES OF ASSOCIATION
Preliminary
1. Regulations 2 to 35 inclusive, 54, 55, 57, 59, 102 to 108 inclusive, 110, 114, 116 and 177 of Table A of the Companies (Tables A to F) Regulations 1985, shall not apply to the company but the articles hereinafter contained and, subject to the modifications hereinafter expressed, the remaining regulations of Table A shall constitute the articles of association of the company.
Interpretation
2. Any reference in these Articles to Table A are to that Table so far as it relates to private companies limited by shares.
3. In regulation 1 of Table A, the definition of “the holder” shall be omitted.
4. “the Act” means the Companies Act 1985 and the Companies Act 2006 according to the legislation that is in force at the time being.
5. “Bank Account” means a bank account with
6. “Committee” means the Board of Directors of the Company which manages the Company and from time to time may make rules for the use and maintenance of the Company’s rights and property and have the power to expel any Member in accordance with these Articles. In particular the Committee shall consist of, but not be limited to, the following positions: Chairperson, Treasurer and Company Secretary.
7. “Company” means Norwich City Kitty Limited.
8. “Director” means a member of the Committee.
9. “Fee(s)” means the membership fee payable on a monthly basis as determined at the discretion of the members at a General Meeting.
10. “the Football Club” means Norwich City Football Club or any other name by which that club may from time to time be known.
11. “Members” means those persons admitted by the Committee for membership of the Company.
12. “Quorum” for the purpose of a meeting of the Committee, means not less than Six (6) Directors and for the purpose of a meeting of the Members means not less than Twenty five (25) Members.
Words importing the singular number only shall include the plural number and vice versa.
Words importing the masculine gender only shall include the feminine gender and words importing persons shall include corporations.
Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these Articles become binding upon the Company and its Members.
Fees
13. Fees shall be payable monthly by Paypal and shall be such amount as each member shall decide subject to a minimum figure of £5 (Five Pounds) per month.
14. Fees shall be paid into an interest bearing Bank Account and released upon request as an interest free loan to the Football Club when a transfer target is identified to be repaid on the release or sale of the player by the Football Club.
15. All revenue raised by the Company shall be used to fund player acquisitions subject to any administration costs or other reasonable expenses that may be incurred.
Bank Account
16. Two Committee members shall be authorised by a resolution of the Committee to sign cheques and a mandate completed and deposited with a bank or building society as determined by the Committee from time to time.
17. A copy of the authorising resolution signed by the Chairperson at that time shall be sufficient evidence for the designated bank or building society at that time that the resolution has been passed in accordance with these Articles.
Members
18. The subscribers to the Memorandum of Association of the Company and such other persons as are admitted to membership in accordance with the Articles shall be Members of the Company. No person shall be admitted a member of the Company unless he is approved by the Committee. Every person who wishes to become a Member shall deliver to the Company an application for membership in such form as the Committee may require executed by him.
19. The total number of Members of the Company shall be unrestricted. Membership shall be open to all supporters of the Football Club and will not be restricted on the grounds of age, disability, ethnicity, gender, national origin, race, religion, sexual orientation or political affiliation.
Termination of Membership
20. A Member may at any time withdraw from the Company by giving at least seven clear days’ notice to the Company. Membership shall not be transferable and shall cease on death.
21. If a Member being an individual shall die or become of unsound mind (as certified by a doctor or other recognised medical professional/at the discretion of the Committee) or if being a company or other statutory body a resolution be passed or order made for its winding up or dissolution he shall cease to be a Member with immediate effect from the date of death or certification or in the case of a company from the date of the commencement of winding up or dissolution.
22. Any Member who has not paid his Fee before the 28th day of each month shall have his membership terminated with immediate effect from that day.
Committee
23. The Committee will consist of not more than 10 Directors appointed by the Members in a General Meeting.
24. Any Member can be put forward for a position on the Committee by applying in writing to the Committee with the support of at least Twenty five (25) Members in accordance with Articles 36 and 37.
General Meetings
25. The Company shall hold a General Meeting each year no later than the 31st day of July of each year which shall be referred to as the “Annual General Meeting”.
26. All meetings other than Annual General Meetings shall be referred to as General Meetings.
27. For the purpose of these Articles any provisions relating to General Meetings shall also be applicable to Annual General Meetings unless it is stated otherwise.
Notice of General Meetings
28. In regulation 38 of Table A:-
(a) in paragraph (b) the words “of the total voting rights at the meeting of all the members” shall be substituted for “in nominal value of the shares giving that right” and
(b) the words “The notice shall be given to all the members and to the directors and auditors” shall be substituted for the last sentence.
29. Any Annual General Meeting must be called by providing the Members with at least 21 clear days notice and any other General Meeting shall be called by providing the Members with at least 14 clear days notice except that nothing in these Articles shall prevent a General Meeting being called on shorter notice provided that this is with the agreement of at least 90% of those Members entitled to vote at the General Meeting.
30. Notice of any meeting can be issued in any of the following formats:
(a) By delivery of a hard copy of the notice to the Members address as noted in the Company Books;
(b) By email or other electronic delivery;
(c) By posting on the Company website and informing all Members that notice regarding a General Meeting has been posted thereon.
31. The accidental omission to give notice of a meeting to or the non-receipt of such notice by any person entitled to receive notice thereof shall not invalidate the proceedings at that meeting nor any resolution except in relation to the following:
(a) Notice of meetings required by Members; and
(b) Notice of meetings called by Members.
Proceedings at General Meetings
32. The words “and at any separate meeting of the holders of any class of shares in the company” shall be omitted from regulation 44 of Table A.
33. Paragraph (d) of regulation 46 of Table A shall be omitted.
34. The Chairperson, or in his absence the Vice Chairperson, shall preside as Chairperson at any General Meeting or Annual General Meeting and in the event of any vote being tied he shall have the casting vote except in relation to the nominations of the Committee in which case Article 41 will apply. In the event that neither the Chairperson or the Vice Chairperson is present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the Committee present shall appoint one of their number to be Chairperson of the meeting.
35. If at any meeting no Director is willing to act as Chairperson or if no Director is present within fifteen minutes after the time appointed for holding the meeting the Members present shall choose one of the their number to be the Chairperson of the meeting.
36. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business.
37. The Chairperson 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 but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid the Members shall not be entitled to any notice of an adjournment or of the business to be transacted at an adjourned meeting.
38. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present the meeting if convened on the requisition of the Members shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or at such other time and place as the Committee may determine and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding this meeting the meeting shall be dissolved.
39. Subject to the provisions of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice and to attend and vote at General Meetings (or being corporations by their duly authorised representatives) shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held.
Votes of Members
40. On a show of hands every Member present in person or by proxy shall have one vote. On a poll every Member present in person or by proxy shall have one vote.
41. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or, if such appointor is a corporation, under its common seal if any and, if none, then under the hand of some Director duly authorised on their behalf.
42. No proxy shall be treated as valid unless the instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified office copy thereof is deposited at the registered office not less than forty eight (48hrs) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or in the case of a poll, not less than twenty four hours before the time appointed for the taking of the poll.
43. Any instrument appointing a proxy shall be in the following form or as near thereto as circumstances will admit:-
I/We
of
a Member of
hereby appoint
of
and failing him
of
to speak for me and vote on my behalf at the
Annual General Meeting/General Meeting of the Company to be held on the
day of and at every adjournment thereof.
As Witness my hand this day of 200 .
44. (a) A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the registered office before the commencement of the meeting or adjourned meeting at which the proxy is to be used.
(b) A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, curator bonis or other person in the nature of committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis or other person may, on a poll, vote by proxy.
Corporations acting by Representatives at Meetings
45. Any corporation which is a Member of the Company may by resolution of its board of directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member of the Company.
Requisition for General Meeting by Members
46. At the requisition of at least 10% of the Members having a right to vote at a General Meeting the Committee shall call a General Meeting subject to the following Article unless more than 12 months has passed since the last General Meeting called under this Article or in relation to which any Members of the Company had rights with respect of the circulation of a resolution no less extensive than they would have had if the meeting had been so called at their request in which case the required percentage of Members required shall be reduced to 5% of those Members entitled to vote at a General Meeting.
47. Any requisition by Members must state the general nature of the business to be dealt with at the meeting and any proposed wording for any resolution that may properly be passed at that meeting and is intended to be passed.
48. Any request by Members may be made by hard or electronic copy and signed by those Members making the requisition.
49. Subject to the fulfillment of the above Articles the Committee shall call a General Meeting within 21 days of receiving that requisition to be held no later than 28 days after the date of the notice convening that meeting. Any notice to convene such a meeting shall include a copy of any resolution that was notified to the Committee under the above Articles that is intended to be passed at the meeting.
Retirement of the Committee
50. At each Annual General Meeting the members of the Committee, except for the Company Secretary, shall retire by submitting their resignation in writing to the Company.
51. Any retiring Members shall be eligible for re-election subject to the satisfaction of the following provisions under “Nominations for Committee”.
Nominations for Committee
52. Nominations for any Member to be appointed to the Committee or for re-election to the Committee must be in writing and delivered to the Company Secretary not less than 7 (seven) days before the Annual General Meeting.
53. Each nomination must be made by at least two Members and with the written agreement of the Member to be nominated except that this Article will not apply in the case of re-election.
54. The Company Secretary shall post a list of names of the retiring members of the Committee who wish to offer themselves for re-election and the names of the persons nominated for election.
55. The vote for those nominated for the Committee shall be by a show of hands.
56. The nominees with the most votes shall be appointed to the Committee.
57. In the event of a tie of votes the decision shall be made by a draw of lots.
58. If there are no nominations then the retiring Members (excluding co-opted Members) who have offered themselves for re-election shall be re-elected.
59. If there are any vacancies the Committee may, at its discretion, appoint any Member willing to act in that capacity. Any Member appointed in this way will still be subject to the provisions relating to the retirement of the Committee at the Annual General Meeting.
Remuneration of Directors
60. The Directors shall not be entitled to any remuneration.
Directors’ Expenses
61. The words “of any class of shares or” shall be omitted from regulation 83 of Table A.
Proceedings of Directors
62. In paragraph (c) of regulation 94 of Table A the word “debentures” shall be substituted for the words “shares, debentures or other securities” in both places where they occur.
Secretary
63. Subject to the provisions of the Act, the Company Secretary shall be appointed by the Directors for such term and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
Minutes
64. The words “of the holders of any class of shares in the company” shall be omitted for the words “shares, debentures or other securities” in both places where they occur.
Notices
65. The second sentence of regulation 112 of Table A shall be omitted.
66. The words “or of the holders of any class of shares in the company” shall be omitted from regulation 113 of Table A.
Disposal of funds on dissolution
67. If the Company is wound up the balance of the Bank Account shall, after payment of all and any administration charges or other expenses, be donated to Norwich City Football Club Academy.
Alteration of the Articles or Memorandum
68. Any amendment to these Articles may not be made except by a special resolution of all Members entitled to vote who are present at a General Meeting the notice for which contained particulars of the proposed amendment.
69. If these Articles are amended in any way, in accordance with the above paragraph, the Company Secretary shall forward a copy of the amended Articles to the registrar at Companies House no later than 15 days after the amendment takes effect.
70. Any amendment to the Memorandum of Association can only be made to the objects of the Memorandum and only by a special resolution of all Members entitled to vote who are present at a General Meeting the notice for which meeting contained particulars of the proposed amendment.
Commencement 1st October 2007
COMPANIES (TABLES A TO F) REGULATIONS 1985
AS AMENDED BY SI 2007/2541 and SI 2007/2826
TABLE A
Regulations for management of a (private) company limited by shares
1. In these regulations—
“the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006 for the time being in force;
“the articles” means the articles of the company;
“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“communication” means the same as in the Electronic Communications Act 2000;
“electronic communication” means the same as in the Electronic Communications Act 2000;
“executed” includes any mode of execution;
“office” means the registered office of the company;
“the holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;
“the seal” means the common seal of the company;
“secretary” means the secretary of the company or any other person appointed to perform the duties of the secretary of the company, including a joint, assistant or deputy secretary;
“the United Kingdom” means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the company.
SHARE CAPITAL
2. Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine.
3. Subject to the provisions of the Act, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the company or the holder on such terms and in such manner as may be provided by the articles.
4. The company may exercise the powers of paying commissions conferred by the Act. Subject to the provisions of the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
5. Except as required by law, no person shall be recognised by the company as holding any share upon any trust and (except as otherwise provided by the articles or by law) the company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder.
SHARE CERTIFICATES
6. Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the directors may determine. Every certificate shall be sealed with the seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
7. If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.
LIEN
8. The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company’s lien on a share shall extend to any amount payable in respect of it.
9. The company may sell in such manner as the directors determine any shares on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
10. To give effect to a sale the directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
11. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
12. Subject to the terms of allotment, the directors may make calls upon the members in resp
Commencement 1st October 2007
COMPANIES (TABLES A TO F) REGULATIONS 1985
AS AMENDED BY SI 2007/2541 and SI 2007/2826
TABLE A
Regulations for management of a (private) company limited by shares
1. In these regulations—
“the Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force and any provisions of the Companies Act 2006 for the time being in force;
“the articles” means the articles of the company;
“clear days” in relation to the period of a notice means that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
“communication” means the same as in the Electronic Communications Act 2000;
“electronic communication” means the same as in the Electronic Communications Act 2000;
“executed” includes any mode of execution;
“office” means the registered office of the company;
“the holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;
“the seal” means the common seal of the company;
“secretary” means the secretary of the company or any other person appointed to perform the duties of the secretary of the company, including a joint, assistant or deputy secretary;
“the United Kingdom” means Great Britain and Northern Ireland.
Unless the context otherwise requires, words or expressions contained in these regulations bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the company.
SHARE CAPITAL
2. Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the company may by ordinary resolution determine.
3. Subject to the provisions of the Act, shares may be issued which are to be redeemed or are to be liable to be redeemed at the option of the company or the holder on such terms and in such manner as may be provided by the articles.
4. The company may exercise the powers of paying commissions conferred by the Act. Subject to the provisions of the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.
5. Except as required by law, no person shall be recognised by the company as holding any share upon any trust and (except as otherwise provided by the articles or by law) the company shall not be bound by or recognise any interest in any share except an absolute right to the entirety thereof in the holder.
SHARE CERTIFICATES
6. Every member, upon becoming the holder of any shares, shall be entitled without payment to one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the directors may determine. Every certificate shall be sealed with the seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.
7. If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.
LIEN
8. The company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this regulation. The company’s lien on a share shall extend to any amount payable in respect of it.
9. The company may sell in such manner as the directors determine any shares on which the company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen clear days after notice has been given to the holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the holder, demanding payment and stating that if the notice is not complied with the shares may be sold.
10. To give effect to a sale the directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in or invalidity of the proceedings in reference to the sale.
11. The net proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.
CALLS ON SHARES AND FORFEITURE
12. Subject to the terms of allotment, the directors may make calls upon the members in resp